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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022.
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number 001-37468
AppFolio, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | | 26-0359894 |
(State of incorporation or organization) | | (I.R.S. Employer Identification No.) |
|
70 Castilian Drive | | 93117 |
Santa Barbara, | California | | |
(Address of principal executive offices) | | (Zip Code) |
(805) 364-6093
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Class A common stock, $0.0001 par value | APPF | NASDAQ Global Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large accelerated filer | | ☒ | | Accelerated filer | ☐ |
| | | | |
Non-accelerated filer | | ☐ | | Smaller reporting company | ☐ |
| | | | | |
| | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 21, 2022, the number of shares of the registrant’s Class A common stock outstanding was 20,174,583 and the number of shares of the registrant’s Class B common stock outstanding was 14,826,432.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 (this "Quarterly Report"), contains forward-looking statements within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. The forward-looking statements made in this Quarterly Report are based primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects and relate only to events as of the date on which the statements are made. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report and "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (our "Annual Report"), as well as in the other reports we file with the Securities and Exchange Commission (the "SEC"). You should read this Quarterly Report, and the other documents we file with the SEC, with the understanding that our actual future results may be materially different from the results expressed or implied by these forward-looking statements. As such, you should not rely upon forward-looking statements as predictions of future events. Examples of forward-looking statements include, among others, statements made regarding changes in the competitive environment, responding to customer needs, research and product development plans, future products and services, growth in the size of our business and number of customers, strategic plans and objectives, business forecasts and plans, our future or assumed financial condition, results of operations and liquidity, trends affecting our business and industry, capital needs and financing plans, capital resource allocation plans, share repurchase plans, and commitments and contingencies, including with respect to the outcome of legal proceedings or regulatory matters. Any forward-looking statement made by us in this Quarterly Report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
APPFOLIO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par values)
| | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
Assets | | | | |
Current assets | | | | |
Cash and cash equivalents | | $ | 42,626 | | | $ | 57,847 | |
Investment securities—current | | 75,425 | | | 64,600 | |
Accounts receivable, net | | 16,175 | | | 12,595 | |
Prepaid expenses and other current assets | | 22,157 | | | 23,553 | |
Total current assets | | 156,383 | | | 158,595 | |
Investment securities—noncurrent | | 49,909 | | | 61,076 | |
Property and equipment, net | | 28,270 | | | 30,479 | |
Operating lease right-of-use assets | | 29,228 | | | 41,710 | |
Capitalized software development costs, net | | 37,496 | | | 41,212 | |
Goodwill | | 56,147 | | | 56,147 | |
Intangible assets, net | | 9,408 | | | 11,711 | |
| | | | |
Other long-term assets | | 8,587 | | | 7,087 | |
Total assets | | $ | 375,428 | | | $ | 408,017 | |
Liabilities and Stockholders’ Equity | | | | |
Current liabilities | | | | |
Accounts payable | | $ | 1,338 | | | $ | 1,704 | |
Accrued employee expenses—current | | 26,757 | | | 30,065 | |
Accrued expenses | | 15,807 | | | 13,284 | |
Deferred revenue | | 3,075 | | | 2,512 | |
| | | | |
Other current liabilities | | 7,742 | | | 5,077 | |
| | | | |
Total current liabilities | | 54,719 | | | 52,642 | |
| | | | |
| | | | |
Operating lease liabilities | | 54,044 | | | 55,733 | |
| | | | |
| | | | |
| | | | |
Other liabilities | | 1,674 | | | 2,261 | |
Total liabilities | | 110,437 | | | 110,636 | |
Commitments and contingencies (Note 7) | | | | |
Stockholders’ equity: | | | | |
| | | | |
Class A common stock | | 2 | | | 2 | |
Class B common stock | | 2 | | | 2 | |
Additional paid-in capital | | 185,542 | | | 171,930 | |
Accumulated other comprehensive loss | | (1,939) | | | (194) | |
Treasury stock | | (25,756) | | | (25,756) | |
Retained earnings | | 107,140 | | | 151,397 | |
Total stockholders’ equity | | 264,991 | | | 297,381 | |
Total liabilities and stockholders’ equity | | $ | 375,428 | | | $ | 408,017 | |
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
APPFOLIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Revenue | $ | 117,450 | | | $ | 89,040 | | | $ | 222,746 | | | $ | 167,961 | |
Costs and operating expenses: | | | | | | | |
Cost of revenue (exclusive of depreciation and amortization)(1) | 47,430 | | | 32,819 | | | 90,777 | | | 66,117 | |
Sales and marketing(1) | 26,995 | | | 17,714 | | | 51,914 | | | 33,893 | |
Research and product development(1) | 26,687 | | | 15,506 | | | 51,007 | | | 29,889 | |
General and administrative(1) | 37,947 | | | 14,206 | | | 56,911 | | | 27,567 | |
Depreciation and amortization | 8,321 | | | 7,649 | | | 16,736 | | | 15,018 | |
Total costs and operating expenses | 147,380 | | | 87,894 | | | 267,345 | | | 172,484 | |
(Loss) income from operations | (29,930) | | | 1,146 | | | (44,599) | | | (4,523) | |
Other income, net | 45 | | | 496 | | | 35 | | | 1,058 | |
Interest income | 151 | | | 55 | | | 258 | | | 108 | |
(Loss) income before provision for (benefit from) income taxes | (29,734) | | | 1,697 | | | (44,306) | | | (3,357) | |
Provision for (benefit from) income taxes | 236 | | | (324) | | | (49) | | | (5,857) | |
Net (loss) income | $ | (29,970) | | | $ | 2,021 | | | $ | (44,257) | | | $ | 2,500 | |
| | | | | | | |
Net (loss) income per common share: | | | | | | | |
Basic | $ | (0.86) | | | $ | 0.06 | | | $ | (1.27) | | | $ | 0.07 | |
Diluted | $ | (0.86) | | | $ | 0.06 | | | $ | (1.27) | | | $ | 0.07 | |
Weighted average common shares outstanding: | | | | | | | |
Basic | 34,927 | | | 34,548 | | | 34,881 | | | 34,479 | |
Diluted | 34,927 | | | 35,674 | | | 34,881 | | | 35,697 | |
(1) Includes stock-based compensation expense as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Stock-based compensation expense included in costs and operating expenses: | | | | | | | |
Cost of revenue (exclusive of depreciation and amortization) | $ | 726 | | | $ | 463 | | | $ | 1,084 | | | $ | 934 | |
Sales and marketing | 2,013 | | | 447 | | | 3,473 | | | 849 | |
Research and product development | 4,024 | | | 1,214 | | | 6,830 | | | 2,071 | |
General and administrative | 3,198 | | | 1,090 | | | 5,992 | | | 2,136 | |
Total stock-based compensation expense | $ | 9,961 | | | $ | 3,214 | | | $ | 17,379 | | | $ | 5,990 | |
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
APPFOLIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net (loss) income | $ | (29,970) | | | $ | 2,021 | | | $ | (44,257) | | | $ | 2,500 | |
Other comprehensive loss: | | | | | | | |
Changes in unrealized losses on investment securities | (400) | | | (48) | | | (1,745) | | | (66) | |
Comprehensive (loss) income | $ | (30,370) | | | $ | 1,973 | | | $ | (46,002) | | | $ | 2,434 | |
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
APPFOLIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated | | | | | | | | | | | |
| | | | | | | | | Additional | | Other | | | | | | | | | | | |
| Common Stock | | Common Stock | | Paid-in | | Comprehensive | | Treasury | | Retained | | | | | | | |
| Class A | | Class B | | Capital | | Loss | | Stock | | Earnings | | Total | | | | | |
| Shares | | Amount | | Shares | | Amount | | | | | | | | | | | | | | | |
Balance at December 31, 2021 | 19,417 | | | $ | 2 | | | 15,408 | | | $ | 2 | | | $ | 171,930 | | | $ | (194) | | | $ | (25,756) | | | $ | 151,397 | | | $ | 297,381 | | | | | | |
Exercise of stock options | 17 | | | — | | | — | | | — | | | 100 | | | — | | | — | | | — | | | 100 | | | | | | |
Stock-based compensation | — | | | — | | | — | | | — | | | 7,967 | | | — | | | — | | | — | | | 7,967 | | | | | | |
Vesting of restricted stock units, net of shares withheld for taxes | 17 | | | — | | | — | | | — | | | (1,073) | | | — | | | — | | | — | | | (1,073) | | | | | | |
Conversion of Class B common stock to Class A common stock | 572 | | | — | | | (572) | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (1,345) | | | — | | | — | | | (1,345) | | | | | | |
Net loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (14,287) | | | (14,287) | | | | | | |
Balance at March 31, 2022 | 20,023 | | | $ | 2 | | | 14,836 | | | $ | 2 | | | $ | 178,924 | | | $ | (1,539) | | | $ | (25,756) | | | $ | 137,110 | | | $ | 288,743 | | | | | | |
Exercise of stock options | 41 | | | — | | | 27 | | | — | | | 503 | | | — | | | — | | | — | | | 503 | | | | | | |
Stock-based compensation | — | | | — | | | — | | | — | | | 10,639 | | | — | | | — | | | — | | | 10,639 | | | | | | |
Vesting of restricted stock units, net of shares withheld for taxes | 66 | | | — | | | — | | | — | | | (4,524) | | | — | | | — | | | — | | | (4,524) | | | | | | |
Conversion of Class B common stock to Class A common stock | 37 | | | — | | | (37) | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
Issuance of restricted stock awards | 6 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (400) | | | — | | | — | | | (400) | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (29,970) | | | (29,970) | | | | | | |
Balance June 30, 2022 | 20,173 | | | $ | 2 | | | 14,826 | | | $ | 2 | | | $ | 185,542 | | | $ | (1,939) | | | $ | (25,756) | | | $ | 107,140 | | | $ | 264,991 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated | | | | | | | | | | | |
| | | | | | | | | Additional | | Other | | | | | | | | | | | |
| Common Stock | | Common Stock | | Paid-in | | Comprehensive | | Treasury | | Retained | | | | | | | |
| Class A | | Class B | | Capital | | Income (Loss) | | Stock | | Earnings | | Total | | | | | |
| Shares | | Amount | | Shares | | Amount | | | | | | | | | | | | | | | |
Balance at December 31, 2020 | 18,729 | | | $ | 2 | | | 15,659 | | | $ | 2 | | | $ | 161,247 | | | $ | 56 | | | $ | (25,756) | | | $ | 150,369 | | | $ | 285,920 | | | | | | |
Exercise of stock options | 23 | | | — | | | — | | | — | | | 100 | | | — | | | — | | | — | | | 100 | | | | | | |
Stock-based compensation | — | | | — | | | — | | | — | | | 3,295 | | | — | | | — | | | — | | | 3,295 | | | | | | |
Vesting of restricted stock units, net of shares withheld for taxes | 42 | | | — | | | — | | | — | | | (3,992) | | | — | | | — | | | — | | | (3,992) | | | | | | |
Conversion of Class B common stock to Class A common stock | 108 | | | — | | | (108) | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (18) | | | — | | | — | | | (18) | | | | | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 479 | | | 479 | | | | | | |
Balance at March 31, 2021 | 18,902 | | | $ | 2 | | | 15,551 | | | $ | 2 | | | $ | 160,650 | | | $ | 38 | | | $ | (25,756) | | | $ | 150,848 | | | $ | 285,784 | | | | | | |
Exercise of stock options | 13 | | | — | | | 84 | | | — | | | 545 | | | — | | | — | | | — | | | 545 | | | | | | |
Stock-based compensation | — | | | — | | | — | | | — | | | 3,873 | | | — | | | — | | | — | | | 3,873 | | | | | | |
Vesting of restricted stock units, net of shares withheld for taxes | 56 | | | — | | | — | | | — | | | (4,908) | | | — | | | — | | | — | | | (4,908) | | | | | | |
Conversion of Class B common stock to Class A common stock | 14 | | | — | | | (14) | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
Issuance of restricted stock awards | 4 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | |
Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (48) | | | — | | | — | | | (48) | | | | | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,021 | | | 2,021 | | | | | | |
Balance at June 30, 2021 | 18,989 | | | $ | 2 | | | 15,621 | | | $ | 2 | | | $ | 160,160 | | | $ | (10) | | | $ | (25,756) | | | $ | 152,869 | | | $ | 287,267 | | | | | | |
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
| | | | | | | | | | | | | | | |
APPFOLIO, INC. | | | | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | |
(UNAUDITED) | | | | |
(in thousands) | | | | |
| | | | | |
| Six Months Ended June 30, | | | | |
| 2022 | | 2021 | | | | |
Cash from operating activities | | | | | | | |
Net (loss) income | $ | (44,257) | | | $ | 2,500 | | | | | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | | | |
Depreciation and amortization | 15,637 | | | 14,190 | | | | | |
Amortization of operating lease right-of-use assets | 1,809 | | | 1,399 | | | | | |
Impairment | 19,792 | | | — | | | | | |
Deferred income taxes | (1,550) | | | (6,086) | | | | | |
Stock-based compensation, including as amortized | 18,478 | | | 6,818 | | | | | |
| | | | | | | |
Other | 6 | | | (579) | | | | | |
| | | | | | | |
Changes in operating assets and liabilities: | | | | | | | |
Accounts receivable | (2,924) | | | (4,007) | | | | | |
Prepaid expenses and other current assets | (2,652) | | | (2,171) | | | | | |
Other assets | (1,308) | | | (982) | | | | | |
Accounts payable | 17 | | | 1,301 | | | | | |
Accrued employee expenses—current | (3,217) | | | 7,638 | | | | | |
Accrued expenses | 3,182 | | | (3,047) | | | | | |
Deferred revenue | (94) | | | 33 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating lease liabilities | (1,311) | | | 1,685 | | | | | |
Other liabilities | 1,673 | | | (8,031) | | | | | |
Net cash provided by operating activities | 3,281 | | | 10,661 | | | | | |
Cash from investing activities | | | | | | | |
Purchases of available-for-sale investments | (44,900) | | | (148,293) | | | | | |
Proceeds from sales of available-for-sale investments | — | | | 42,198 | | | | | |
Proceeds from maturities of available-for-sale investments | 43,498 | | | 26,750 | | | | | |
Purchases of property and equipment | (5,099) | | | (2,804) | | | | | |
Capitalization of software development costs | (7,193) | | | (11,911) | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash used in investing activities | (13,694) | | | (94,060) | | | | | |
Cash from financing activities | | | | | | | |
Proceeds from stock option exercises | 603 | | | 646 | | | | | |
| | | | | | | |
| | | | | | | |
Tax withholding for net share settlement | (5,597) | | | (8,900) | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash used in financing activities | (4,994) | | | (8,254) | | | | | |
Net decrease in cash, cash equivalents and restricted cash | (15,407) | | | (91,653) | | | | | |
Cash, cash equivalents and restricted cash | | | | | | | |
Beginning of period | 58,283 | | | 140,699 | | | | | |
End of period | $ | 42,876 | | | $ | 49,046 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Noncash investing and financing activities | | | | | | | |
Purchases of property and equipment included in accounts payable and accrued expenses | $ | 484 | | | $ | 822 | | | | | |
Capitalization of software development costs included in accrued expenses and accrued employee expenses | 205 | | | 1,361 | | | | | |
Stock-based compensation capitalized for software development | 1,226 | | | 1,178 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within our Condensed Consolidated Balance Sheets to the total of the same such amounts shown above (in thousands):
| | | | | | | | | | | |
| June 30, |
| 2022 | | 2021 |
Cash and cash equivalents | $ | 42,626 | | | $ | 48,610 | |
Restricted cash included in other assets | 250 | | | 436 | |
Total cash, cash equivalents and restricted cash | $ | 42,876 | | | $ | 49,046 | |
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
APPFOLIO, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. Nature of Business
AppFolio, Inc. ("we," "us" or "our") is a leading provider of cloud business management solutions for the real estate industry. Our solutions enable our customers to digitally transform their businesses, automate and streamline critical business operations and deliver a better customer experience. We were founded in 2006 with the vision of revolutionizing vertical industry businesses by providing great software and services. Our mission is even more relevant today, when digital transformation is effectively a requirement for business success in the modern world, and the way we work and live requires powerful software solutions to enable a more seamless experience.
2. Summary of Significant Accounting Policies
Basis of Presentation and Significant Accounting Policies
The accompanying unaudited Condensed Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these Condensed Consolidated Financial Statements should be read in conjunction with our audited consolidated financial statements and the related notes included in our Annual Report, which was filed with the SEC on February 28, 2022. The year-end condensed balance sheet was derived from our audited consolidated financial statements. Our unaudited interim Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our Condensed Consolidated Financial Statements. The operating results for the six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.
Reclassification
We reclassified certain amounts in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows within the cash flows from operating activities section in the prior year to conform to the current year's presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue, expenses, other income, and provision for income taxes during the reporting period. Assets and liabilities which are subject to judgment and use of estimates include the fair value of financial instruments, capitalized software development costs, period of benefit associated with deferred costs, incremental borrowing rate used to measure operating lease liabilities, the recoverability of goodwill and long-lived assets, income taxes, useful lives associated with property and equipment and intangible assets, contingencies, assumptions underlying performance-based compensation (whether cash or stock-based), and assumptions underlying stock-based compensation. Actual results could differ from those estimates and any such differences may have a material impact on our Condensed Consolidated Financial Statements.
Net (Loss) Income per Common Share
Net (loss) income per common share was the same for shares of our Class A and Class B common stock because they are entitled to the same liquidation and dividend rights and are therefore combined in the table below. The following table presents a reconciliation of the weighted average number of shares of our Class A and Class B common stock used to compute net (loss) income per common share (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Weighted average common shares outstanding | | 34,931 | | | 34,553 | | | 34,885 | | | 34,484 | |
Less: Weighted average unvested restricted shares subject to repurchase | | 4 | | | 5 | | | 4 | | | 5 | |
Weighted average common shares outstanding; basic | | 34,927 | | | 34,548 | | | 34,881 | | | 34,479 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Plus: Weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share | | — | | | 1,126 | | | — | | | 1,218 | |
Weighted average common shares outstanding; diluted | | 34,927 | | | 35,674 | | | 34,881 | | | 35,697 | |
For the three and six months ended June 30, 2022 and 2021, an aggregate of 197,000 and 120,000 shares, respectively, underlying performance-based restricted stock units ("PSUs") were not included in the computations of diluted and anti-dilutive shares as they are considered contingently issuable upon satisfaction of pre-defined performance measures and their respective performance measures have not been met. Restricted stock units ("RSUs") with an anti-dilutive effect were excluded from the calculation of weighted average number of shares used to compute diluted net income per common share and they were not material for the three and six months ended June 30, 2021. Because we reported a net loss for the three and six months ended June 30, 2022, all potentially dilutive common shares are anti-dilutive for that period and have been excluded from the calculation of net loss per share.
Recent Accounting Pronouncements Not Yet Adopted
In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers," as if the acquirer had originated the contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We expect to adopt ASU 2021-08 on January 1, 2023.
3. Investment Securities and Fair Value Measurements
Investment Securities
Investment securities classified as available-for-sale consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Corporate bonds | $ | 19,464 | | | $ | — | | | $ | (60) | | | $ | 19,404 | |
Agency securities | 19,752 | | | — | | | (443) | | | 19,309 | |
| | | | | | | |
Treasury securities | 88,126 | | | — | | | (1,505) | | | 86,621 | |
Total available-for-sale investment securities | $ | 127,342 | | | $ | — | | | $ | (2,008) | | | $ | 125,334 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Corporate bonds | $ | 29,080 | | | $ | — | | | $ | (11) | | | $ | 29,069 | |
Agency securities | 19,753 | | | — | | | (27) | | | 19,726 | |
| | | | | | | |
Treasury securities | 77,108 | | | 2 | | | (229) | | | 76,881 | |
Total available-for-sale investment securities | $ | 125,941 | | | $ | 2 | | | $ | (267) | | | $ | 125,676 | |
As of June 30, 2022, the decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not we will hold the securities until maturity or recovery of the cost basis. No allowance for credit losses for available-for-sale investment securities was recorded as of June 30, 2022 or December 31, 2021.
The fair values of available-for-sale investment securities, by remaining contractual maturity, are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Amortized Cost | | Estimated Fair Value | | Amortized Cost | | Estimated Fair Value |
Due in one year or less | $ | 75,878 | | | $ | 75,425 | | | $ | 64,627 | | | $ | 64,600 | |
Due after one year through three years | 51,464 | | | 49,909 | | | 61,314 | | | 61,076 | |
Total available-for-sale investment securities | $ | 127,342 | | | $ | 125,334 | | | $ | 125,941 | | | $ | 125,676 | |
During the six months ended June 30, 2022 and 2021, we had sales and maturities (which include calls) of investment securities, as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 |
| Gross Realized Gains | | Gross Realized Losses | | Gross Proceeds from Sales | | Gross Proceeds from Maturities |
Corporate bonds | $ | — | | | $ | — | | | $ | — | | | $ | 23,998 | |
| | | | | | | |
| | | | | | | |
Treasury securities | — | | | — | | | — | | | 19,500 | |
Total | $ | — | | | $ | — | | | $ | — | | | $ | 43,498 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 |
| Gross Realized Gains | | Gross Realized Losses | | Gross Proceeds from Sales | | Gross Proceeds from Maturities |
| | | | | | | |
Agency securities | $ | — | | | $ | — | | | $ | — | | | $ | 5,250 | |
| | | | | | | |
Treasury securities | 6 | | | — | | | 42,198 | | | 21,500 | |
Total | $ | 6 | | | $ | — | | | $ | 42,198 | | | $ | 26,750 | |
Fair Value Measurements
Recurring Fair Value Measurements
The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy (in thousands):
| | | | | | | | | | | | | | | | | | | |
| June 30, 2022 |
| Level 1 | | Level 2 | | | | Total Fair Value |
Cash equivalents: | | | | | | | |
Money market funds | $ | 4,784 | | | $ | — | | | | | $ | 4,784 | |
| | | | | | | |
| | | | | | | |
Available-for-sale investment securities: | | | | | | | |
Corporate bonds | — | | | 19,404 | | | | | 19,404 | |
Agency securities | — | | | 19,309 | | | | | 19,309 | |
| | | | | | | |
Treasury securities | 86,621 | | | — | | | | | 86,621 | |
Total | $ | 91,405 | | | $ | 38,713 | | | | | $ | 130,118 | |
| | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Level 1 | | Level 2 | | | | Total Fair Value |
Cash equivalents: | | | | | | | |
Money market funds | $ | 6,105 | | | $ | — | | | | | $ | 6,105 | |
| | | | | | | |
Available-for-sale investment securities: | | | | | | | |
Corporate bonds | — | | | 29,069 | | | | | 29,069 | |
Agency securities | — | | | 19,726 | | | | | 19,726 | |
| | | | | | | |
Treasury securities | 76,881 | | | — | | | | | 76,881 | |
Total | $ | 82,986 | | | $ | 48,795 | | | | | $ | 131,781 | |
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of the short maturity of these items.
Fair value for our Level 1 investment securities is based on market prices for identical assets. Our Level 2 securities were priced by a pricing vendor. The pricing vendor utilizes the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, other observable inputs like market transactions involving comparable securities are used.
4. Capitalized Software Development Costs, net
Capitalized software development costs were as follows (in thousands):
| | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
Capitalized software development costs, gross | | $ | 121,981 | | | $ | 115,377 | |
Less: Accumulated amortization | | (84,485) | | | (74,165) | |
Capitalized software development costs, net | | $ | 37,496 | | | $ | 41,212 | |
Capitalized software development costs were $4.2 million and $7.0 million for the three months ended June 30, 2022 and 2021, respectively, and $8.3 million and $14.1 million for the six months ended June 30, 2022 and 2021, respectively. Amortization expense with respect to capitalized software development costs totaled $6.0 million and $5.3 million for the three months ended June 30, 2022 and 2021, respectively, and $12.0 million and $10.3 million for the six months ended June 30, 2022 and 2021, respectively. During the three and six months ended June 30, 2022, we disposed of $0.9 million and $1.7 million, respectively, of fully amortized capitalized software development costs.
Future amortization expense with respect to capitalized software development costs is estimated as follows (in thousands):
| | | | | | | | |
Years Ending December 31, |
2022 | | $ | 11,216 | |
2023 | | 16,400 | |
2024 | | 8,276 | |
2025 | | 1,604 | |
Total amortization expense | | $ | 37,496 | |
5. Intangible Assets, net
Intangible assets consisted of the following (in thousands, except years):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 |
| | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value | | Weighted Average Useful Life in Years |
Customer relationships | | $ | 2,840 | | | $ | (2,234) | | | $ | 606 | | | 5.0 |
Database | | 8,330 | | | (3,036) | | | 5,294 | | | 10.0 |
Technology | | 6,539 | | | (5,823) | | | 716 | | | 4.0 |
Trademarks and trade names | | 1,890 | | | (1,325) | | | 565 | | | 5.0 |
Partner relationships | | 680 | | | (680) | | | — | | | 3.0 |
Non-compete agreements | | 7,400 | | | (5,184) | | | 2,216 | | | 5.0 |
Domain names | | 90 | | | (79) | | | 11 | | | 5.0 |
Patents | | 252 | | | (252) | | | — | | | 5.0 |
| | | | | | | | |
Total intangible assets, net | | $ | 28,021 | | | $ | (18,613) | | | $ | 9,408 | | | 6.3 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value | | Weighted Average Useful Life in Years |
Customer relationships | | $ | 2,840 | | | $ | (2,006) | | | $ | 834 | | | 5.0 |
Database | | 8,330 | | | (2,620) | | | 5,710 | | | 10.0 |
Technology | | 6,539 | | | (5,107) | | | 1,432 | | | 4.0 |
Trademarks and trade names | | 1,890 | | | (1,128) | | | 762 | | | 5.0 |
Partner relationships | | 680 | | | (680) | | | — | | | 3.0 |
Non-compete agreements | | 7,400 | | | (4,444) | | | 2,956 | | | 5.0 |
Domain names | | 90 | | | (75) | | | 15 | | | 5.0 |
Patents | | 252 | | | (250) | | | 2 | | | 5.0 |
| | | | | | | | |
Total intangible assets, net | | $ | 28,021 | | | |