Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the supervision and participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures at December 31, 2022, the last day of the period covered by this Annual Report. Disclosure controls and procedures include, without limitation, controls and other procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to its management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on our management's evaluation, our principal executive officer and principal financial officer have concluded that, at December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth in the Internal Control – Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on our evaluation under the COSO criteria, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2022.
The effectiveness of our internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their audit report which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting at December 31, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13(a)-15(d) and 15d-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On February 8, 2023, the Company entered into an employment agreement (the “Employment Agreement”) with William Shane Trigg, the Company’s President and General Manager, Real Estate. Pursuant to the Employment Agreement, Mr. Trigg is entitled to receive (a) an annual base salary paid in accordance with the Company's regular payroll practices, (b) an annual cash bonus award, with a target set annually by the Board of Directors, (c) a performance-based restricted stock unit award, which award will vest if applicable performance conditions are achieved over a performance period of up to three years, and (d) a time-based restricted stock unit award, which award will vest consistent with the Company’s standard time-vesting schedule. In the event the Company terminates Mr. Trigg’s employment without “cause” or he resigns for “good reason,” he will be entitled to (i) twelve months of base salary continuation, (ii) a prorated cash bonus award for the year of termination, (iii) payment of COBRA premiums for twelve months, and (iv) payment of any earned but unpaid cash bonus awards.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as an exhibit to this Annual Report.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
Not applicable.
PART III
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be included in our definitive Proxy Statement or an amendment to this Annual Report, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in our definitive Proxy Statement or an amendment to this Annual Report, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be included in our definitive Proxy Statement or an amendment to this Annual Report, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be included in our definitive Proxy Statement or an amendment to this Annual Report, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be included in our definitive Proxy Statement or an amendment to this Annual Report, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
The following documents are filed as part of this Annual Report:
1. Consolidated Financial Statements
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8, of this Annual Report.
2. Financial Statement Schedules
All financial statement schedules have been omitted because they are not required or are not applicable, or the required information is shown in our Consolidated Financial Statements or the notes thereto.
3. Exhibits
The documents listed in the Exhibit Index of this Annual Report are filed or furnished with, or incorporated by reference into, this Annual Report, in each case as indicated therein.
59
EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of the registrant as currently in effect.
10-Q 001-37468 3.1 8/6/2015
3.1 Amended and Restated Bylaws of the registrant as currently in effect.
10-Q 001-37468 3.1 8/3/2020
4.1 Specimen Certificate for Class A Common Stock.
S-1/A 333-204262 4.1 6/4/2015
4.2 Amended and Restated Investor Rights Agreement, by and among the registrant and the investors named therein, dated November 26, 2013.
S-1/A 333-204262 4.2 6/4/2015
4.3 Description of Capital Stock of the registrant.
10-K 001-37468 4.3 3/2/2020
10.1 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (50 Castilian Drive, Goleta, CA 93117) .
8-K 001-37468 10.1 12/11/2019
10.2 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (70 Castilian Drive, Goleta, CA 93117) .
8-K 001-37468 10.2 12/11/2019
10.3 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (90 Castilian Drive, Goleta, CA 93117) .
8-K 001-37468 10.3 12/11/2019
10.4 First Amendment to Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective February 10, 2022 (50 Castilian Drive, Goleta, CA 93117).
10-K 001-37468 10.4 2/28/2022
10.5 First Amendment to Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective February 10, 2022 (70 Castilian Drive, Goleta, CA 93117).
10-K 001-37468 10.5 2/28/2022
10.6 First Amendment to Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective February 10, 2022 (90 Castilian Drive, Goleta, CA 93117).
10-K 001-37468 10.6 2/28/2022
10.7 Umbrella Termination Agreement, by and between the registrant and Castilian 90, LLC, Castilian 70, LLC and Castilian 50, LLC, effective February 10, 2022.
10-K 001-37468 10.7 2/28/2022
10.8# Employment agreement between the Company and Jason Randall .
10-Q 001-37468 10.1 7/28/2022
10.9# 2007 Stock Incentive Plan, as amended, and related form agreements.
S-1/A 333-204262 10.3 6/4/2015
10.10# 2015 Stock Incentive Plan and related form agreements.
S-1/A 333-204262 10.4 6/4/2015
10.11# 2015 Employee Stock Purchase Plan.
S-1/A 333-204262 10.5 6/4/2015
10.12# Long-Term Cash Incentive Plan.
10-K 001-37468 10.9 2/26/2018
10.13# Form of Long-Term Cash Incentive Award Offer.
10-K 001-37468 10.1 2/26/2018
10.14 Form of Indemnification Agreement by and between the registrant and certain of its senior e mployees and directors.
X
10.15# Employment agreement between the Company and Fay Sien Goon .
10-Q 001-37468 10.1 11/8/2021
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.16# Form of Restricted Stock Unit Award Agreement (New Hire) under 2015 Stock Incentive Plan .
10-K 001-37468 10.16 2/28/2022
10.17# Form of Restricted Stock Unit Award Agreement (Refresh) under 2015 Stock Incentive Plan .
10-K 001-37468 10.17 2/28/2022
10.18# Form of Restricted Stock Unit Award Agreement (PSU) under 2015 Stock Incentive Plan .
10-K 001-37468 10.18 2/28/2022
10.19# Nonemployee Director Deferred Compensation Plan.
10-K 001-37468 10.19 2/28/2022
10.20# Related form of Deferral Election under Nonemployee Director Deferred Compensation Plan.
10-K 001-37468 10.20 2/28/2022
10.21# Employment agreement between the Company and William Shane Trigg.
X
21.1 Subsidiaries of the registrant.
X
23.1 Consent of independent registered public accounting firm.
X
24.1 Power of Attorney (included on the signature page of this report).
X
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
X
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
X
32.1* Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.SCH XBRL Taxonomy Extension Schema Document. X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
# Indicates a management contract or compensatory plan or arrangement
* The certifications attached as Exhibit 32.1 accompany this Annual Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
AppFolio, Inc.
Date: February 9, 2023 By: /s/ Jason Randall
Jason Randall
Chief Executive Officer
(Principal Executive Officer)
Date: February 9, 2023 By: /s/ Fay Sien Goon
Fay Sien Goon
Chief Financial Officer
(Principal Financial and Accounting Officer)
SIGNATURE
TITLE DATE
/s/ Jason Randall President, Chief Executive Officer and Director
(Principal Executive Officer) February 9, 2023
Jason Randall
/s/ Fay Sien Goon Chief Financial Officer
(Principal Financial and Accounting Officer) February 9, 2023
Fay Sien Goon
/s/ Andreas von Blottnitz
Chairman of the Board February 9, 2023
Andreas von Blottnitz
/s/ Timothy Bliss
Director February 9, 2023
Timothy Bliss
/s/ Agnes Bundy Scanlan Director February 9, 2023
Agnes Bundy Scanlan
/s/ Janet Kerr Director February 9, 2023
Janet Kerr
/s/ Klaus Schauser
Director February 9, 2023
Klaus Schauser
/s/ Winifred Webb Director February 9, 2023
Winifred Webb
/s/ Alexander Wolf Director February 9, 2023
Alexander Wolf