Document


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): May 2, 2019
AppFolio, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
001-37468
26-0359894
(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))

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.

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, $0.0001 par value
APPF
NASDAQ Global Market





Item 2.02. Results of Operations and Financial Condition.
On May 2, 2019, AppFolio, Inc. (the “Company”) issued a press release announcing its financial results for its first fiscal quarter ended March 31, 2019. 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 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.

 
AppFolio, Inc.
 
 
 
 
 
 
By: /s/ Ida Kane
 
 
Name: Ida Kane
 
 
Title: Chief Financial Officer
 










EXHIBIT INDEX

Exhibit Number
 
Description
99.1
 
Press release issued on May 2, 2019.




Exhibit



Exhibit 99.1
https://cdn.kscope.io/a2071f8b99b9e34cf5c07c3aa4bf038c-image2a01.jpg

News Release


AppFolio, Inc. Announces First Quarter 2019 Financial Results

SANTA BARBARA, Calif., May 2, 2019 (GLOBE NEWSWIRE) -- AppFolio, Inc. (NASDAQ: APPF) ("AppFolio" or the "Company"), a leading provider of cloud-based business software solutions, today announced its financial results for the quarter ended March 31, 2019.

AppFolio's operating results for the first quarter of 2019 are summarized in the tables accompanying this press release. The Company nevertheless urges investors to read its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the "SEC") on February 28, 2019, as well as its more detailed first quarter 2019 results that will be included in the Company's Quarterly Report on Form 10-Q, which will be filed with the SEC on May 2, 2019. These periodic report filings, together with other documents the Company files with the SEC from time to time, will be accessible 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
Based on information available as of May 2, 2019, AppFolio's outlook for fiscal year 2019 follows:
Full year revenue is expected to be in the range of $250 million to $255 million.

Diluted weighted average shares are expected to be approximately 36 million for the full year.

Conference Call Information
As previously announced, the Company will host a conference call today, May 2, 2019, at 1:30 p.m. Pacific Time, 4:30 p.m. Eastern Time, to discuss its financial results. Investors are invited to submit questions to management via the Investor Q&A form located on the Investor Overview section of AppFolio's website.

The conference call can be accessed by dialing 866.393.4306 and entering ID # 8096079. International callers may dial 734.385.2616. A replay of the conference call will be available at 855.859.2056 and 404.537.3406 for international callers. A live and recorded webcast of the conference call will be available at http://ir.appfolioinc.com.

About AppFolio, Inc.
AppFolio offers industry-specific, cloud-based business software solutions, services, and data analytics to the real estate and legal markets. Today our products include real estate software (AppFolio Property Manager, including AppFolio Property Manager PLUS and recently launched AppFolio Investment Management) and legal practice management software (MyCase). 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,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “could,” “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 future or assumed revenues and weighted-average outstanding shares, as well as its future growth and success.

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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which will be filed with the SEC on May 2, 2019, 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)

 
 
March 31,
2019
 
December 31,
2018
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
16,783

 
$
74,076

Investment securities—current
 
17,712

 
16,631

Accounts receivable, net
 
7,966

 
5,516

Prepaid expenses and other current assets
 
15,086

 
11,775

Total current assets
 
57,547

 
107,998

Investment securities—noncurrent
 
6,300

 
11,256

Property and equipment, net
 
7,169

 
6,871

Operating lease right-of-use assets
 
16,004

 

Capitalized software, net
 
22,396

 
20,485

Goodwill
 
57,496

 
15,548

Intangible assets, net
 
26,644

 
5,895

Other long-term assets
 
7,026

 
7,688

Total assets
 
$
200,582

 
$
175,741

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
1,557

 
$
1,481

Accrued employee expenses
 
10,795

 
12,377

Accrued expenses
 
9,450

 
8,281

Deferred revenue
 
4,045

 
3,414

Other current liabilities
 
11,099

 
1,447

Long-term debt, net—current portion
 
1,213

 
1,213

Total current liabilities
 
38,159

 
28,213

Operating lease liabilities
 
19,064

 

Long-term debt, net
 
48,290

 
48,602

Other long-term liabilities
 
14

 
7,080

Total liabilities
 
105,527

 
83,895

Stockholders’ equity:
 
 
 
 
Preferred stock, $0.0001 par value, 25,000 authorized and no shares issued and outstanding at March 31, 2019 and December 31, 2018
 

 

Class A common stock, $0.0001 par value, 250,000 shares authorized at March 31, 2019 and December 31, 2018; issued - 16,269 and 16,159, shares at March 31, 2019 and December 31, 2018; outstanding - 15,899 and 15,789 shares at March 31, 2019 and December 31, 2018, respectively;
 
2

 
2

Class B common stock, $0.0001 par value, 50,000 shares authorized at March 31, 2019 and December 31, 2018; 18,071 and 18,109 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively;
 
2

 
2

Additional paid-in capital
 
157,253

 
157,898

Accumulated other comprehensive loss
 
(49
)
 
(178
)
Treasury stock, at cost, 370 Class A shares at March 31, 2019 and December 31, 2018
 
(21,562
)
 
(21,562
)
Accumulated deficit
 
(40,591
)
 
(44,316
)
Total stockholders’ equity
 
95,055

 
91,846

Total liabilities and stockholders’ equity
 
$
200,582

 
$
175,741







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


 
Three Months Ended
March 31,
 
2019
 
2018
Revenue
$
57,091

 
$
42,340

Costs and operating expenses:
 
 
 
Cost of revenue (exclusive of depreciation and amortization)
24,181

 
16,613

Sales and marketing
11,219

 
7,405

Research and product development
8,481

 
5,333

General and administrative
8,192

 
5,316

Depreciation and amortization
5,076

 
3,500

Total costs and operating expenses
57,149

 
38,167

Income (loss) from operations
(58
)
 
4,173

Other expense, net
(1
)
 
(3
)
Interest income (expense), net
(497
)
 
176

Income (loss) before provision for (benefit from) income taxes
(556
)
 
4,346

Provision for (benefit from) income taxes
(4,281
)
 
26

Net income
$
3,725

 
$
4,320

 
 
 
 
Net income per common share:
 
 
 
Basic
$
0.11

 
$
0.13

Diluted
$
0.11

 
$
0.12

Weighted average common shares outstanding:
 
 
 
Basic
33,913

 
34,070

Diluted
35,342

 
35,300


Stock-Based Compensation Expense
(in thousands)
 
Three Months Ended
March 31,
 
2019
 
2018
Costs and operating expenses:
 
 
 
Cost of revenue (exclusive of depreciation and amortization)
$
324

 
$
220

Sales and marketing
248

 
210

Research and product development
308

 
225

General and administrative
672

 
663

Total stock-based compensation expense
$
1,552

 
$
1,318









CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 
Three Months Ended
March 31,
 
2019
 
2018
Cash from operating activities
 
 
 
Net income
$
3,725

 
$
4,320

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
5,076

 
3,500

Stock-based compensation
1,552

 
1,318

Deferred income taxes
(4,281
)
 

Other
27

 
79

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(2,051
)
 
(1,148
)
Prepaid expenses and other current assets
(3,340
)
 
441

Other long-term assets
1,365

 
(766
)
Accounts payable
100

 
415

Accrued employee expenses
(2,867
)
 
(3,842
)
Accrued expenses
1,580

 
611

Deferred revenue
268

 
(1,334
)
Other long-term liabilities
(859
)
 
(252
)
Net cash provided by operating activities
295

 
3,342

Cash from investing activities
 
 
 
Purchases of property and equipment
(1,030
)
 
(263
)
Additions to capitalized software
(4,658
)
 
(2,936
)
Purchases of investment securities

 
(15,573
)
Sales of investment securities
1,750

 
5

Maturities of investment securities
2,250

 
8,296

Acquisition, net of cash acquired
(54,004
)
 

Net cash used in investing activities
(55,692
)
 
(10,471
)
Cash from financing activities
 
 
 
Proceeds from stock option exercises
90

 
470

Tax withholding for net share settlement
(1,315
)
 
(901
)
Proceeds from issuance of debt
597

 
32

Principal payments on debt
(909
)
 
(32
)
Payment of debt issuance costs
(360
)
 

Net cash used in financing activities
(1,897
)
 
(431
)
Net decrease in cash and cash equivalents and restricted cash
(57,294
)
 
(7,560
)
Cash, cash equivalents and restricted cash
 
 
 
Beginning of period
74,506

 
16,537

End of period
$
17,212

 
$
8,977