AvePoint, Inc. 10-K

Item 8. Financial Statements AND SUPPLEMENTARY DATA Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 55 Consolidated Balance Sheets 56 Consolidated Statements of Operations 57 Consolidated Statements of Comprehensive Loss 58 Consolidated Statements of Mezzanine Equity and Stockholders’ Equity 59 Consolidated Statements of Cash Flows 62 Notes to Consolidated Financial Statements 63 54 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of AvePoint, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AvePoint, Inc. and subsidiaries (the "Company") as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive loss, mezzanine equity and stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Determination of Standalone Selling Prices — Refer to Note 2 to the financial statements Critical Audit Matter Description The Company’s revenue is derived from four primary sources: SaaS, term license and support, services, and maintenance. Many of the Company’s contractual arrangements with customers include multiple performance obligations. For such arrangements with multiple performance obligations, the Company allocates the aggregate transaction price to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. The Company applies judgment in determining SSP for each performance obligation. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, management utilizes observable inputs and considers the value relationship between support and term license when compared to the value relationship between support and perpetual licenses, the average economic life of their products, and software renewal rates. For substantially all of the Company’s other contractual arrangements with multiple performance obligations, the Company determines SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. The Company typically establishes an SSP range for its products and services which is reassessed on a periodic basis or when facts and circumstances change. We identified the determination of SSP for products and services as a critical audit matter due to the judgement by management involved in the determination of SSP, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating audit evidence related to management’s determination of SSP. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s SSP determinations included the following, among others: • We tested the effectiveness of controls over revenue recognition, which included controls associated with the Company’s methodology to determine SSP and the underlying data utilized in the application of the methodology. • We evaluated the appropriateness of the Company’s methodology to determine SSP in accordance with ASC 606, Revenue from Contracts with Customers. • We tested the accuracy of inputs utilized by the Company to determine SSP, which included selecting a sample of the Company’s transactional data used to determine SSP and agreeing relevant information to source documents. • We tested the completeness of the Company’s transactional data used to determine SSP by selecting a sample of previously recorded sales and agreeing relevant information into such transactional data. • We tested the mathematical accuracy of management’s calculations to determine SSP. /s/ Deloitte & Touche LLP New York, New York February 27, 2025 We have served as the Company’s auditor since 2021. 55 Table of Contents AvePoint, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except par value) December 31, December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 290,735 $ 223,162 Short-term investments 167 3,721 Accounts receivable, net 87,365 85,877 Prepaid expenses and other current assets 16,528 12,824 Total current assets 394,795 325,584 Property and equipment, net 5,289 5,118 Goodwill 17,715 19,156 Intangible assets, net 8,889 10,546 Operating lease right-of-use assets 15,954 13,908 Deferred contract costs 59,838 54,675 Other assets 16,575 13,595 Total assets $ 519,055 $ 442,582 Liabilities, mezzanine equity, and stockholders’ equity Current liabilities: Accounts payable $ 2,352 $ 1,384 Accrued expenses and other current liabilities 76,135 53,766 Current portion of deferred revenue 144,468 121,515 Total current liabilities 222,955 176,665 Long-term operating lease liabilities 9,909 9,383 Long-term portion of deferred revenue 8,840 7,741 Earn-out shares liabilities — 18,346 Other liabilities 6,403 5,603 Total liabilities 248,107 217,738 Commitments and contingencies (Note 12) Mezzanine equity Redeemable noncontrolling interest — 6,038 Total mezzanine equity — 6,038 Stockholders’ equity Common stock, $ 0.0001 par value; 1,000,000 shares authorized, 194,071 and 184,652 shares issued and outstanding as of December 31, 2024 and 2023, respectively 19 18 Additional paid-in capital 779,007 667,881 Accumulated other comprehensive income 576 3,196 Accumulated deficit ( 510,448 ) ( 460,496 ) Noncontrolling interest 1,794 8,207 Total stockholders’ equity 270,948 218,806 Total liabilities, mezzanine equity, and stockholders’ equity $ 519,055 $ 442,582 See accompanying notes. 56 Table of Contents AvePoint, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share amounts) For the Year Ended December 31, 2024 2023 2022 Revenue: SaaS $ 230,667 $ 160,961 $ 117,180 Term license and support 44,560 52,744 57,214 Services 44,036 44,795 41,283 Maintenance 11,219 13,325 16,662 Total revenue 330,482 271,825 232,339 Cost of revenue: SaaS 41,544 35,924 27,313 Term license and support 1,584 1,946 2,006 Services 38,757 38,807 36,037 Maintenance 641 783 920 Total cost of revenue 82,526 77,460 66,276 Gross profit 247,956 194,365 166,063 Operating expenses: Sales and marketing 122,869 112,105 110,638 General and administrative 69,222 61,271 65,132 Research and development 48,699 36,340 31,359 Total operating expenses 240,790 209,716 207,129 Income (loss) from operations 7,166 ( 15,351 ) ( 41,066 ) Other (expense) income, net ( 31,565 ) ( 3,263 ) 7,416 Loss before income taxes ( 24,399 ) ( 18,614 ) ( 33,650 ) Income tax expense 4,743 2,887 5,038 Net loss $ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 ) Net (loss) income attributable to noncontrolling interest ( 52 ) 224 2,942 Net loss available to common stockholders $ ( 29,090 ) $ ( 21,725 ) $ ( 41,630 ) Basic and diluted loss per share $ ( 0.16 ) $ ( 0.12 ) $ ( 0.23 ) Basic and diluted shares used in computing loss per share 183,721 182,257 181,957 See accompanying notes. 57 Table of Contents AvePoint, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (In thousands) For the Year Ended December 31, 2024 2023 2022 Net loss $ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 ) Other comprehensive (loss) income net of taxes Unrealized (loss) gain on available-for-sale securities ( 106 ) 100 — Foreign currency translation adjustments ( 2,608 ) 1,104 ( 250 ) Total other comprehensive (loss) income ( 2,714 ) 1,204 ( 250 ) Total comprehensive loss $ ( 31,856 ) $ ( 20,297 ) $ ( 38,938 ) Comprehensive (loss) income attributable to noncontrolling interest ( 144 ) 238 3,003 Total comprehensive loss available to common stockholders $ ( 31,712 ) $ ( 20,535 ) $ ( 41,941 ) See accompanying notes. 58 Table of Contents AvePoint, Inc. and Subsidiaries Consolidated Statements of Mezzanine Equity and Stockholders’ Equity For the Years Ended December 31, 2024, 2023 and 2022 (In thousands, except share amounts) Redeemable Total Accumulated Noncontrolling Mezzanine Additional Other Total Interest Equity Common Stock Paid-In Accumulated Comprehensive Noncontrolling Stockholders’ Amount Amount Shares Amount Capital Deficit Income Interest Equity Balance, December 31, 2023 $ 6,038 $ 6,038 184,652,402 $ 18 $ 667,881 $ ( 460,496 ) $ 3,196 $ 8,207 $ 218,806 Proceeds from exercise of options — — 3,415,893 — 11,033 — — — 11,033 Common stock issued upon vesting of restricted stock units — — 4,805,497 1 ( 1 ) — — — — Stock-based compensation expense — — — — 39,059 — — — 39,059 Accretion of redeemable noncontrolling interest ( 99 ) ( 99 ) — — — 99 — — 99 Redemption of noncontrolling interest ( 5,926 ) ( 5,926 ) — — 6,379 — 2 ( 6,381 ) — Reclassification of earn-out RSUs to earn-out shares — — — — ( 378 ) — — — ( 378 ) Purchase of public warrants — — — — ( 3,828 ) — — — ( 3,828 ) Proceeds from exercise of warrants — — 1,494,127 — 17,182 — — — 17,182 Company earn-out shares issuance — — 2,964,658 — 53,871 — — — 53,871 Repurchase and retirement of common stock — — ( 3,262,065 ) — ( 12,191 ) ( 20,862 ) — — ( 33,053 ) Comprehensive (loss) income: Net (loss) income (5 ) (5 ) — — — ( 29,189 ) — 52 ( 29,137 ) Unrealized loss on available-for-sale securities — — — — — — ( 106 ) — ( 106 ) Foreign currency translation adjustments ( 8 ) ( 8 ) — — — — ( 2,516 ) ( 84 ) ( 2,600 ) Balance, December 31, 2024 $ — $ — 194,070,512 $ 19 $ 779,007 $ ( 510,448 ) $ 576 $ 1,794 $ 270,948 59 Table of Contents AvePoint, Inc. and Subsidiaries Consolidated Statements of Mezzanine Equity and Stockholders’ Equity For the Years Ended December 31, 2024, 2023 and 2022 (In thousands, except share amounts) Redeemable Total Accumulated Noncontrolling Mezzanine Additional Other Total Interest Equity Common Stock Paid-In Treasury Stock Accumulated Comprehensive Noncontrolling Stockholders’ Amount Amount Shares Amount Capital Shares Amount Deficit Income Interest Equity Balance, December 31, 2022 $ 14,007 $ 14,007 185,277,588 $ 19 $ 665,715 4,189,750 $ ( 21,666 ) $ ( 416,927 ) $ 2,006 $ — $ 229,147 Proceeds from exercise of options — — 2,840,716 — 5,569 — — — — — 5,569 Common stock issued upon vesting of restricted stock units — — 3,253,130 — — — — — — — — Stock-based compensation expense — — — — 36,048 — — — — — 36,048 Accretion of redeemable noncontrolling interest 212 212 — — — — — ( 212 ) — — ( 212 ) Reclassification of redeemable noncontrolling interest in MaivenPoint Pte. Ltd. (1) ( 8,148 ) ( 8,148 ) — — — — — — — 8,148 8,148 Reclassification of earn-out RSUs to earn-out shares — — — — ( 567 ) — — — — — ( 567 ) Repurchase of common stock — — ( 6,719,032 ) — — 6,719,032 ( 39,063 ) — — — ( 39,063 ) Retirement of common stock — — — ( 1 ) ( 38,884 ) ( 10,908,782 ) 60,729 ( 21,844 ) — — — Comprehensive (loss) income: Net (loss) income (38 ) (38 ) — — — — — ( 21,513 ) — 50 ( 21,463 ) Unrealized gain on available-for-sale securities — — — — — — — — 100 — 100 Foreign currency translation adjustments 5 5 — — — — — — 1,090 9 1,099 Balance, December 31, 2023 $ 6,038 $ 6,038 184,652,402 $ 18 $ 667,881 — $ — $ ( 460,496 ) $ 3,196 $ 8,207 $ 218,806 60 Table of Contents AvePoint, Inc. and Subsidiaries Consolidated Statements of Mezzanine Equity and Stockholders’ Equity For the Years Ended December 31, 2024, 2023 and 2022 (In thousands, except share amounts) Redeemable Total Accumulated Noncontrolling Mezzanine Additional Other Total Interest Equity Common Stock Paid-In Treasury Stock Accumulated Comprehensive Stockholders’ Amount Amount Shares Amount Capital Shares Amount Deficit Income Equity Balance, December 31, 2021 $ 5,210 $ 5,210 181,821,767 $ 18 $ 625,056 143,564 $ ( 1,739 ) $ ( 375,297 ) $ 2,317 $ 250,355 Proceeds from exercise of options — — 1,799,665 — 2,818 — — — — 2,818 Common stock issued upon vesting of restricted stock units — — 1,784,993 — — — — — — — Common stock issued upon acquisition — — 324,845 — 1,517 — — — — 1,517 Common stock issued for canceled officer awards — — 3,592,504 1 ( 1 ) — — — — — Stock-based compensation expense — — — — 37,210 — — — — 37,210 Issuance of redeemable noncontrolling interest in MaivenPoint Pte. Ltd. (1) 5,794 5,794 — — — — — — — — Reclassification of earn-out RSUs to earn-out shares — — — — ( 885 ) — — — — ( 885 ) Repurchase of common stock — — ( 4,046,186 ) — — 4,046,186 ( 19,927 ) — — ( 19,927 ) Comprehensive income (loss): Net loss — — — — — — — ( 38,688 ) — ( 38,688 ) Net income attributable to and accretion of redeemable noncontrolling interest 2,942 2,942 — — — — — ( 2,942 ) — ( 2,942 ) Foreign currency translation adjustments 61 61 — — — — — — ( 311 ) ( 311 ) Balance, December 31, 2022 $ 14,007 $ 14,007 185,277,588 $ 19 $ 665,715 4,189,750 $ ( 21,666 ) $ ( 416,927 ) $ 2,006 $ 229,147 (1) Formerly AvePoint EduTech Pte. Ltd. See accompanying notes. 61 Table of Contents AvePoint, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) For the Year Ended December 31, 2024 2023 2022 Operating activities Net loss $ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 5,382 4,687 3,494 Operating lease right-of-use assets expense 6,270 6,234 5,945 Foreign currency remeasurement loss 866 — 835 Stock-based compensation 39,059 36,048 37,218 Deferred income taxes 498 ( 864 ) 3,701 Other ( 67 ) 1,068 ( 607 ) Change in value of earn-out and warrant liabilities 37,276 11,454 ( 4,402 ) Changes in operating assets and liabilities: Accounts receivable ( 4,898 ) ( 19,448 ) ( 14,388 ) Prepaid expenses and other current assets ( 3,350 ) ( 2,773 ) ( 2,108 ) Deferred contract costs and other assets ( 8,482 ) ( 7,687 ) ( 9,596 ) Accounts payable, accrued expenses and other current liabilities, operating lease liabilities and other liabilities 16,046 609 ( 2,553 ) Deferred revenue 29,436 26,867 20,375 Net cash provided by (used in) operating activities 88,894 34,694 ( 774 ) Investing activities Maturities of investments 5,353 2,620 183,554 Purchases of investments ( 1,819 ) ( 3,497 ) ( 180,969 ) Cash paid in business combinations and asset acquisitions, net of cash acquired — — ( 18,572 ) Capitalization of internal-use software ( 1,211 ) ( 1,434 ) ( 1,612 ) Purchase of property and equipment ( 3,044 ) ( 2,087 ) ( 3,853 ) Issuance of notes receivables ( 1,750 ) ( 1,250 ) — Other investing activities ( 130 ) — — Net cash used in investing activities ( 2,601 ) ( 5,648 ) ( 21,452 ) Financing activities Purchase of common stock ( 33,053 ) ( 39,036 ) ( 19,927 ) Proceeds from warrant exercises 17,182 — — Proceeds from stock option exercises 11,033 5,569 2,818 Redemption of redeemable noncontrolling interest ( 6,130 ) — — Purchase of public warrants ( 3,991 ) — — Company earn-out shares settled in cash ( 572 ) — — Repayments of finance leases ( 6 ) ( 64 ) ( 39 ) Payments of debt issuance costs — ( 136 ) — Net cash used in financing activities ( 15,537 ) ( 33,667 ) ( 17,148 ) Effect of exchange rates on cash ( 3,183 ) 595 ( 1,655 ) Net increase (decrease) in cash and cash equivalents 67,573 ( 4,026 ) ( 41,029 ) Cash and cash equivalents at beginning of period 223,162 227,188 268,217 Cash and cash equivalents at end of period $ 290,735 $ 223,162 $ 227,188 Supplemental disclosures of cash flow information Income taxes paid $ 6,882 $ 6,112 $ 3,320 Contingent considerations in business combination $ — $ — $ 5,635 Common stock issued in business combination $ — $ — $ 1,517 Loan to certain acquiree shareholders $ — $ — $ 235 Company earn-out shares issuance $ 53,871 $ — $ — See accompanying notes. 62 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Nature of Business and Organization AvePoint, Inc., incorporated as a New Jersey corporation on July 24, 2001 (“ Legacy AvePoint ”), was redomiciled as a Delaware corporation in 2006, and changed its name to “AvePoint Operations, Inc.” in June 2021. On July 1, 2021, Legacy AvePoint and certain members of Apex Technology Acquisition Corporation (“ Apex ”) consummated the transactions contemplated by a business combination agreement (the “ Apex Business Combination ”) and a number of qualified institutional buyers and accredited investors consummated their respective purchases of shares as contemplated by related subscription agreements, with Apex being renamed “AvePoint, Inc.” On July 2, 2021, shares of common stock were officially listed under the ticker “AVPT” on the Nasdaq Global Select Market. Subsequent to the consummation of the Apex Business Combination, on July 26, 2021, Legacy AvePoint’s successor by merger AvePoint US LLC merged with and into AvePoint, Inc. with AvePoint, Inc. (hereinafter referred to as “ AvePoint ”, the “ Company ”, “ we ”, “ us ”, or “ our ”) surviving. Our principal executive headquarters is located in Jersey City, New Jersey, and our principal operating headquarters is located in Richmond, Virginia. We have additional offices across North America, Europe, Asia, Australia and the Middle East. AvePoint generates revenue by providing customers a cloud-native data management software platform, enabling them to prepare, secure, and optimize their critical data. The AvePoint Confidence Platform unifies data security, governance, and business continuity into a seamless, resilient experience, addressing the most pressing challenges in today’s complex digital landscape. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the consolidated accounts of AvePoint, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Recently Adopted Accounting Guidance In the year ended December 31, 2024, the Company adopted the accounting standards update that requires companies to provide disclosures of significant segment expenses and other segment items (refer to “ Note 18 – Segment Information ”). Disclosures about a reportable segment's profit or loss and assets that are currently required annually will also have to be provided in interim periods. In addition, companies with a single reportable segment are required to provide all the disclosures required by Segment Reporting (ASC 280 ) . Business Combination When we consummate a business combination, the assets acquired, and the liabilities assumed are recognized separately from goodwill at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the acquisition date fair value of the net identifiable assets acquired. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill as we obtain new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the earlier of the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded in the consolidated statements of operations. Acquisition-related costs were immaterial and were expensed as incurred. 63 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and assumptions on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The amounts of assets and liabilities reported in our consolidated balance sheets and the amounts of revenue and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for determination of standalone selling price for revenue recognition, allowance for doubtful accounts, deferred contract costs, valuation of goodwill and other intangible assets, income taxes and related reserves, stock-based compensation, purchase price in a business combination, and earn-out liabilities. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. Foreign Currency The Company has foreign operations where the functional currency has been determined to be the local currency. Adjustments resulting from translating such foreign functional currency assets and liabilities into U.S. dollars, based on current exchange rates, are recorded as a component of accumulated other comprehensive income in the Company ’s consolidated balance sheets. Revenue and expenses are translated using average rates prevailing during the period. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other (expense) income, net in the Company’s consolidated statements of operations. Cash and Cash Equivalents The Company maintains cash with several high credit-quality financial institutions. The Company considers all investments available with original maturities of three months or less to be cash equivalents. These investments are not subject to significant market risk. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. The Company maintains cash balances used in operations at entities based in countries which impose regulations that limit the ability to transfer cash out of the country. As of December 31, 2024 and 2023 , the Company’s cash balances at these entities were $ 15.5 million and $ 13.1 million, respectively. Based on our intentions regarding our investments in U.S. treasury bills, we classify these investments as available-for-sale. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for the interest income from amortization of the discount arising at acquisition, and any unrealized losses determined to be related to credit losses, which we record within other (expense) income, net in the accompanying consolidated statements of operations. Short-Term Investments Short-term investments consist mainly of certificates of deposit held by financial institutions which have an initial maturity of greater than three months but less than or equal to one year at period end. Prepaid Expenses and Other Current Assets The prepaid expenses balances as of December 31, 2024 and 2023 were $ 7.2 million and $ 7.6 million, respectively. 64 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over the shorter of their estimated useful lives or related contract terms beginning in the year the asset was placed into service. We depreciate computer equipment and software generally over a period of three years. We amortize leasehold improvements over the shorter of the remaining lease term or the estimated useful lives of the assets. We depreciate furniture and fixture generally over a period of seven years. We depreciate buildings over a period of forty years. We depreciate office equipment generally over a period of five years. Depreciation and amortization for buildings, information technology assets, leasehold improvements, and furniture and fixtures commences once they are ready for our intended use. Normal repair and maintenance costs are expensed as incurred. We write off depreciated assets that are no longer in service. We evaluate long-lived assets, which include leasehold improvements and equipment subject to depreciation and amortization, for impairment whenever events or changes in business circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss will be recognized when the aggregate of estimated undiscounted future cash flows expected to result from the use and the eventual disposition of the long-lived assets less than its carrying amount. Impairment, if any, is determined based on the fair value of the long-lived asset. There were no impairment charges recognized during the years ended December 31, 2024 , 2023 and 2022, respectively. Goodwill Goodwill represents the excess of the fair value of consideration transferred over the fair value of net identifiable assets acquired. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If we determine that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of our single reporting unit with its carrying amount. If the fair value exceeds its carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. Intangible Assets, net Intangible assets primarily consist of customer related assets and acquired software and technology. Typical customer related assets include order backlogs and customer relationships. Intangible assets that have finite useful lives are amortized over their useful lives on a straight-line basis, which range from three years to ten years. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. 65 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Leases Leases are classified as either operating or finance leases based on certain criteria. This classification determines the timing and presentation of expenses on the income statement, as well as the presentation of the related cash flows and balance sheet. The Company currently has no material finance leases. Right-of-use (“ ROU ”) assets and related liabilities are recorded at lease commencement based on the present value of the lease payments over the expected lease term. Lease payments include future increases unless the increases are based on changes in an index or rate. If the rate implicit in the leases was not readily determinable, the Company’s incremental borrowing rate is used to calculate ROU assets and related liabilities. The incremental borrowing rate is determined based on the Company’s estimated credit rating, the term of the lease, the economic environment where the asset resides and full collateralization. Lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term and is allocated within operating expenses in the consolidated statements of operations. Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We elected to combine fixed payments for non-lease components, for all classes of underlying assets, with our lease payments and account for them together as a single lease component which increases the amount of our lease assets and liabilities. Deferred Contract Costs We defer sales commissions that are considered to be incremental and recoverable costs of obtaining or renewing SaaS, term license and support, service, perpetual license and maintenance contracts. The initial commissions are amortized over the anticipated period of asset benefit. We have structured commissions plans such that the commission rate paid on renewal contracts are less than those paid on the initial contract; therefore, it is determined that the renewal commissions are not commensurate with the initial commission, which are related to future contracts with a customer. The renewal commissions are amortized over the average renewal term. We determine the anticipated period of asset benefit and the average renewal term utilizing a portfolio approach, considering our customer contracts, the duration of our relationships with our customers, and the useful life of our technology. Changes in the anticipated period of asset benefit or the average renewal term are recognized on a prospective basis upon occurrence. No impairment was recorded for the years ended December 31, 2024 , 2023 and 2022. Amortization of deferred contract costs of $ 20.9 million, $ 19.0 million and $ 13.4 million for the years ended December 31, 2024 , 2023 and 2022, respectively, is included as a component of sales and marketing expenses in our consolidated statements of operations. Software Development Costs Costs are incurred in the development of new software products and enhancements to existing software products. These costs, consisting primarily of salaries and related payroll costs, are expensed as incurred until technological feasibility has been established. After technological feasibility is established, costs are capitalized. Costs to develop or obtain internal-use software and implementation costs incurred in hosting arrangements and costs of significant upgrades and enhancements resulting in additional functionality are capitalized in the intangible assets, net within the consolidated balance sheets. These costs are primarily software purchased for internal use, purchased software licenses, implementation costs, and development costs related to our hosted product, which is accessed by customers on a subscription basis. Costs incurred for maintenance, training, and minor modifications or enhancements are expensed as incurred. The capitalized expenses are amortized on a straight-line basis over its estimated useful life, which is generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Internally developed software costs required to be capitalized as defined by the accounting guidance are not material to our consolidated financial statements. 66 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Revenue Recognition We derive revenue from four primary sources: SaaS, term license and support, services, and maintenance. Our sources of revenue mainly include: ■ SaaS and term license and support revenue includes revenue from the sale of SaaS and term license and support, product offerings of our software and related customer support. SaaS revenue is recognized ratably over the term of the contract. Term license revenue includes distinct on-premises license and support performance obligations. The license is generally recognized upfront at the point in time when the software is made available to the customer to download and use, and the support is recognized ratably over the term of the contract. ■ Services revenue includes revenue derived primarily from the implementation of software, training, consulting, and migrations. We also offer license customization and managed services. Services revenue from implementation, training, consulting, migration, and license customization is recognized by applying a measure of progress, such as labor hours to determine the percentage of completion of each contract. Services revenue from managed services is recognized ratably on a straight-line basis over the contract term. ■ Maintenance revenue includes revenue from sales of perpetual license and related post-contract support. Perpetual license revenue is recognized upfront upon delivery of the licensed product and/or the utility that enables the customer to access authorization keys, provided that an enforceable contract has been received. While perpetual license revenues today are immaterial, our perpetual licenses are typically sold with post-contract support (“ PCS ”), which includes unspecified technical enhancements and customer support. Revenue from PCS is classified as maintenance revenue and is recognized ratably over the term of the contract, which is typically one year, as we satisfy the PCS performance obligation. In rare cases when the software and the related when-and-if available updates are critical to the combined utility of the software, the Company has determined this to be one performance obligation and revenue is recognized ratably over the license term. Term license and perpetual license revenue recognized at point in time was $ 27.3 million, $ 31.4 million and $ 40.0 million for the years ended December 31, 2024 , 2023 and 2022, respectively. The remaining revenue amount is recognized over time. Our revenue is recognized upon the transfer of control of promised goods or services provided to its customers, reflecting the amount of consideration it expects to receive for those goods or services. Revenue is recognized upon the application of the following steps: ■ identification of the contract, or contracts, with a customer; ■ identification of the performance obligations in the contract; ■ determination of the transaction price; ■ allocation of the transaction price to the performance obligations in the contract; and ■ recognition of revenue when, or as, the contractual performance obligations are satisfied. Our revenue arrangements generally include standard warranty or service level provisions that its arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Many of our contracts include multiple performance obligations. Our products and services generally do not require a significant amount of integration or interdependency; therefore, the Company’s products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“ SSP ”) for each performance obligation within each contract. 67 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) We use judgment in determining the SSP for products and services. For substantially all performance obligations except term licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement we utilize observable inputs and consider the value relationship between support and term license when compared to the value relationship between support and perpetual licenses, the average economic life of our products and software renewal rates. Using a combination of the relative fair value method or the residual value method, the SSP of the performance obligations in an arrangement is allocated to each performance obligation within a sales arrangement. We utilize indirect sales channels which leverage Channel Partners. These deals are executed in one of two ways: 1. Channel Partner as Customer In the first form of these arrangements, the Channel Partner purchases the products from us at a discounted price and resells the products to end users at a price determined by the Channel Partner. In this scenario, the Channel Partner is the entity that has contracted with us and therefore is determined to be our customer. We recognize revenue when control of the goods and/or services are transferred to the customer. In this first form of the sales transaction, revenue recognition occurs upon transfer to the Channel Partner (acting as reseller) or as directed by the Channel Partner (acting as reseller) to its customer. 2. End User as Customer In the second form, we bill the end user, and the Channel Partner receives a commission. Upon analysis of deals executed through the second form of these channels, we determined that the end user represents our customer due to the fact that the end user purchased goods and/or services that are outputs of our ordinary activities. Consequently, Channel Partners utilized in deals executed through this second model are deemed to be agents of the transaction. In this second form of these arrangements, we recognize revenue upon transfer of the goods and/or services to the end user, and amortize the commission over the anticipated period of asset benefit. The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable when revenue is recognized prior to invoicing. Current unbilled receivables are included in accounts receivable, net in the consolidated balance sheets. Long-term unbilled receivables that are expected to be billed more than twelve months after the period end are included within other assets in the consolidated balance sheets. We record deferred revenue in the consolidated balance sheets when cash is collected or invoiced before revenue is earned. Our standard payment terms are generally net 30 days. Invoices for SaaS, term license and support and maintenance are generally issued annually in advance or when the license is made available for customer use. Invoices for license contracts are generally issued when the license is available for the customer for download. Services are generally invoiced in advance or as the services are performed. Total deferred revenue as of December 31, 2023 was $ 129.3 million, of which $ 113.5 million was recognized as revenues for the year ended December 31, 2024 . The opening and closing balances of the Company’s accounts receivable, net, deferred revenue and deferred contract costs are as follows: Deferred Accounts Deferred contract receivable (1) revenue costs (in thousands) Balance, December 31, 2023 $ 94,067 $ 129,256 $ 54,675 Balance, December 31, 2024 95,683 153,308 59,838 ( 1 ) Accounts receivable is inclusive of accounts receivable, net of allowance for doubtful accounts, current unbilled receivables and long-term unbilled receivables. Long-term unbilled receivables are included in other assets on the consolidated balance sheets. 68 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) No customer accounted for more than 10% of revenue for the years ended December 31, 2024, 2023 and 2022, and no customer accounted for more than 10% of accounts receivable as of December 31, 2024 and 2023. As of December 31, 2024 , transaction price allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $ 373.4 million, of which $ 318.5 million is related to SaaS and term license and support revenue. We expect to recognize approximately 62 % of the total transaction price allocated to remaining performance obligations over the next twelve months and the remainder thereafter. Stock-Based Compensation Stock-based compensation represents the cost related to stock-based awards granted to employees. To date, we have issued both stock options and restricted stock units. With respect to equity-classified awards, the Company measured stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes the cost as expense ratably over the requisite service period. With respect to liability-classified awards, the Company measures stock-based compensation cost at the grant date and at each reporting period based on the estimated fair value of the award. Stock-based compensation cost is recognized ratably over the requisite service period, net of actual forfeitures in the period. We estimate the fair value of stock options using the Black-Scholes valuation model. The Black-Scholes model requires highly subjective assumptions in order to derive the inputs necessary to calculate the fair value of stock options. The Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. Expected volatility is based on historical and implied volatility of a group of peer entities over a similar expected term. Dividend yields are based upon historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected term. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the difference between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized as part of the provision for income taxes. Judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and unrecognize tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information. We recognized the tax expense related to Global Intangible Low-Taxed Income (“ GILTI ”) as a period expense in the period the tax is incurred. Our valuation allowances are primarily the result of uncertainties regarding the future realization of tax attributes recorded in various jurisdictions. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that the deferred tax assets will not be realized. We have evaluated the realizability of our deferred tax assets in each jurisdiction by assessing the adequacy of expected taxable income, including the reversal of existing temporary differences, historical and projected operating results and the availability of prudent and feasible tax planning strategies. In assessing our valuation allowance as of December 31, 2024, we considered all available evidence, including the magnitude of recent and current operating results, the duration of statutory carryforward periods, our historical experience utilizing tax attributes prior to their expiration dates, the historical volatility of operating results of these jurisdictions and our assessment regarding the sustainability of their profitability. The weight we give to any particular item is, in part, dependent upon the degree to which it can be objectively verified. Valuation allowances recorded against deferred tax assets increased by a net $ 3.3 million. For additional information regarding our income taxes, refer to “ Note 10 - Income Taxes ”. 69 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Noncontrolling Interest Noncontrolling Interest is recognized as equity in the Company's consolidated balance sheets, is reflected in net income attributable to noncontrolling interest in the consolidated statements of operations and comprehensive loss and is captured within the net (loss) income in the consolidated statements of mezzanine equity and stockholders’ equity. Noncontrolling interests represent ownership interests in the Company's subsidiaries held by third parties. Redeemable noncontrolling interest is measured at the higher of its redeemable value and net income (loss) allocated to the redeemable noncontrolling interest, and is included in mezzanine equity on the consolidated balance sheets. At each reporting period, we increase the carrying amount of the redeemable noncontrolling interest by periodic accretions using the interest method so that the carrying amount will equal the redemption amount on the date that the put option becomes exercisable. These adjustments are recorded as net income attributable to noncontrolling interest on the consolidated statements of operations. Upon expiration of the underlying put option, the redeemable noncontrolling interest is reclassified to equity on the consolidated balance sheets. Treasury Stock Retirement We account for treasury stock transactions under the cost method. For each reacquisition of common stock, the number of shares and the acquisition price for those shares is added to the existing treasury stock count and total value, respectively. We periodically retire treasury shares that we acquire through share repurchases and return those shares to the status of authorized but unissued. When treasury shares are retired, we allocate the excess of the repurchase price over the par value of shares acquired between additional paid-in capital and accumulated deficit. The portion allocated to additional paid-in capital is limited to the pro rata portion of additional paid-in capital for the retired treasury shares. Any further excess of the repurchase price is allocated to accumulated deficit. Recent Accounting Pronouncements Recently issued accounting pronouncements not yet effective In December 2023, the FASB issued ASU No. 2023 - 09, “Improvements to Income Tax Disclosures (ASC 740 )” (“ ASU 2023 - 09 ”). ASU 2023 - 09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The amendment in this ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted. We are currently evaluating the impact ASU 2023 - 09 will have on our consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024 - 03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC 220 - 40 ): Disaggregation of Income Statement Expenses” (“ ASU 2024 - 03 ”), and in January 2025, the FASB issued ASU No. 2025 - 01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC 220 - 40 ): Clarifying the Effective Date” (“ ASU 2025 - 01 ”). ASU 2024 - 03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. ASU 2024 - 03, as clarified by ASU 2025 - 01, is effective in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The amendments in this ASU may be applied either prospectively or retrospectively. Early adoption is also permitted. We are currently evaluating the impact ASU 2024 - 03 will have on our consolidated financial statements and related disclosures. 70 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 3. Business Combination Apex Technology Acquisition Corporation The Apex Business Combination was accounted for as a reverse recapitalization as Legacy AvePoint was determined to be the accounting acquirer. This determination was primarily based on Legacy AvePoint comprising the ongoing operations of the combined entity, Legacy AvePoint’s senior management comprising the majority of the senior management of the combined company and the prior stockholders of Legacy AvePoint having a majority of the voting power of the combined entity. Operations and assets and liabilities of the Company prior to the Apex Business Combination in these financial statements are those of Legacy AvePoint. As a result, these financial statements represent the continuation of Legacy AvePoint and the historical stockholders’ deficiency. The accumulated deficit of Legacy AvePoint has been carried forward after the Apex Business Combination. The following transactions occurred in connection with the Apex Business Combination which impacted our mezzanine equity and permanent equity accounts for the years ended December 31, 2024, 2023 and 2022: ■ Legacy AvePoint Officer Awards, as defined in “ Note 16 — Stock-Based Compensation ,” were cancelled. Refer to “ Note 16 — Stock-Based Compensation ” for more information. ■ We entered into earn-out agreements to issue additional shares if certain share price milestones are achieved. Refer to “ Note 13 — Company Earn-Out and Warrant Liabilities ” for more information. ■ We assumed public and private placement warrants from Apex. Refer to “ Note 13 — Company Earn-Out and Warrant Liabilities ” for more information. 4. Goodwill The changes in the carrying amounts of goodwill were as follows: December 31, December 31, 2024 2023 (in thousands) Beginning balance $ 19,156 $ 18,904 Effect of foreign currency translation ( 1,441 ) 252 Ending balance $ 17,715 $ 19,156 During the years ended December 31, 2024, 2023 and 2022, goodwill was not impaired. 71 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 5. Intangible Assets, net Intangible assets consist of acquired intangible assets and internally-developed software. Amortization expense for intangible assets was $ 2.5 million, $ 2.1 million, and $ 1.4 million for the years ended December 31, 2024 , 2023 , and 2022, respectively. A summary of the balances of the Company’s intangible assets as of December 31, 2024 and 2023 is presented below: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life December 31, 2024 December 31, 2023 (in thousands) (in years) Technology and software, net 8,906 ( 3,446 ) 5,460 7,976 ( 1,758 ) 6,218 3.0 - 10.0 Customer related assets, net 4,329 ( 1,036 ) 3,293 4,546 ( 640 ) 3,906 3.0 - 10.0 Content, net 818 ( 682 ) 136 843 ( 421 ) 422 3.0 Total $ 14,053 $ ( 5,164 ) $ 8,889 $ 13,365 $ ( 2,819 ) $ 10,546 As of December 31, 2024 , estimated future amortization expense for the intangible assets reflected above was as follows: Year Ending December 31: (in thousands) 2025 $ 2,279 2026 1,793 2027 1,293 2028 1,138 2029 696 Thereafter 1,690 Total intangible assets subject to amortization $ 8,889 6. Accounts Receivable, Net Accounts receivable, net, consists of the following components: December 31, December 31, 2024 2023 (in thousands) Trade receivables $ 68,007 $ 60,508 Current unbilled receivables 20,205 26,295 Allowance for credit losses ( 847 ) ( 926 ) $ 87,365 $ 85,877 Long-term unbilled receivables were $ 8.3 million and $ 8.2 million as of December 31, 2024 and 2023 , respectively, and were included in other assets within the consolidated balance sheets. 72 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 7. Property and Equipment, Net Property and equipment, net, consists of the following: December 31, December 31, 2024 2023 (in thousands) Computer equipment $ 8,492 $ 6,633 Leasehold improvements 4,480 4,206 Furniture and fixtures 1,282 1,320 Building 685 707 Office equipment 448 390 Software 504 294 15,891 13,550 Less accumulated depreciation and amortization ( 10,602 ) ( 8,432 ) $ 5,289 $ 5,118 Depreciation and amortization expense was $ 2.9 million, $ 2.6 million and $ 2.1 million for the years ended December 31, 2024 , 2023 and 2022, respectively. 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consists of the following components: December 31, December 31, 2024 2023 (in thousands) Accrued compensation $ 39,532 $ 27,820 Indirect taxes 7,243 4,540 Current operating lease liabilities 6,624 5,337 Income taxes payable 4,625 2,053 Cloud service fees 4,510 3,827 Professional service fees 3,660 2,469 Accrued partner expenses 1,101 1,681 Other 8,840 6,039 $ 76,135 $ 53,766 9. Line of Credit The Company maintains a loan and security agreement (the “ Loan Agreement ”) with HSBC Bank USA, National Association (“ HSBC ”), as lender, for a revolving line of credit of up to $ 30.0 million, with an accordion feature that provides up to $ 20.0 million of additional borrowing capacity the Company may draw upon at its request. The line bears interest at a rate equal to term SOFR plus 3.0 % to 3.3 % depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee at a rate equal to 0.5 %. The line will mature on November 3, 2026. The Company is required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. The Company pledged, assigned and granted the bank a security interest in all shares of its subsidiaries, future proceeds and assets (except for excluded assets, including material intellectual property) as security for the performance of the loan and security agreement obligations. As of December 31, 2024, the Company is compliant with all covenants under the line and had no borrowings outstanding under the line of credit. The Company has not at any time, including as of December 31, 2024 , and for the fiscal year ended December 31, 2024 , borrowed under the Loan Agreement. 73 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 10. Income Taxes Pretax loss resulting from domestic and foreign operations is as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Domestic $ ( 63,588 ) $ ( 31,398 ) $ ( 17,081 ) Foreign 39,189 12,784 ( 16,569 ) Pretax loss from continuing operations $ ( 24,399 ) $ ( 18,614 ) $ ( 33,650 ) The components of the provision (benefit) for income taxes consists of the following: Year Ended December 31, 2024 2023 2022 (in thousands) Current income tax expense: Federal $ ( 510 ) $ 3,188 $ 1,937 State and local 71 ( 1,121 ) 668 Foreign 4,785 1,691 ( 1,478 ) Total current income tax expense 4,346 3,758 1,127 Deferred income tax expense (benefit): Federal — — 2,370 State and local — — ( 820 ) Foreign 397 ( 871 ) 2,361 Total deferred income tax expense (benefit) 397 ( 871 ) 3,911 Total income tax expense $ 4,743 $ 2,887 $ 5,038 The reconciliation of the amounts at the U.S. federal statutory income tax rate to the company’s effective income tax rate is as follows: Year Ended December 31, 2024 2023 2022 (in thousands) U.S. federal statutory tax rate $ ( 5,124 ) $ ( 3,909 ) $ ( 7,067 ) State and local income taxes, net ( 2,419 ) ( 2,077 ) ( 292 ) Stock-based compensation ( 4,313 ) 3,117 ( 51 ) Executive compensation limitation 1,812 449 3,566 Fair value of earn-out liability 7,828 2,165 ( 828 ) GILTI inclusion, net 3,903 1,940 — Foreign-derived intangible income deduction — ( 1,534 ) — Transaction costs — — 125 Change in valuation allowance 3,866 1,794 12,844 Deferred rate change ( 119 ) 2,076 — Foreign rate differential ( 2,736 ) ( 1,107 ) ( 2,066 ) Return-to-provision adjustments 2,095 274 ( 1,029 ) Permanent differences 91 ( 343 ) 29 Other, net ( 141 ) 42 ( 193 ) Total $ 4,743 $ 2,887 $ 5,038 74 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) The Company’s effective tax rate differed from the U.S. federal statutory rate primarily due to mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21 %, a permanent item recorded for the executive compensation limitation, and changes in valuation allowance in certain foreign jurisdictions. Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Significant components of the Company’s deferred tax assets and (liabilities) are as follows: December 31, December 31, 2024 2023 (in thousands) Deferred Tax Assets: Net operating loss carryforwards $ 7,881 $ 9,634 Deferred revenue 3,834 8,653 Compensation and benefits 7,452 6,996 Research and development expenses 18,010 11,086 Lease liability 2,110 2,518 Fair value of earn-out liability — 305 Other 475 26 Total Deferred Tax Assets 39,762 39,218 Less: Valuation allowance ( 25,808 ) ( 22,469 ) Deferred Tax Assets, net 13,954 16,749 Deferred Tax Liabilities: Property and equipment 14 ( 178 ) Amortization ( 2,026 ) ( 2,395 ) Commissions ( 11,833 ) ( 11,543 ) Prepaid subscription — ( 1,569 ) Unbilled receivable ( 204 ) ( 435 ) Right-of-use assets ( 1,925 ) ( 2,290 ) Total Deferred Tax Liabilities ( 15,974 ) ( 18,410 ) Net Deferred Tax Liabilities $ ( 2,020 ) $ ( 1,661 ) As of December 31, 2024 , the Company had net operating loss (“ NOL ”) carryforwards for state and local income tax of $ 31.3 million, which may offset future taxable income. The state NOL carryforwards begin to expire in 2026 . The Company also has foreign NOL carryforwards of approximately $ 25.8 million, which will expire beginning 2029 and NOL carryforward periods vary from 5 years to indefinite. 75 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Under the provisions of the Internal Revenue Code, the U.S. NOL carryforwards are subjected to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of a 50% cumulative change in the ownership interest of significant stockholders over a three -year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. The Company may have experienced an ownership change prior to December 31, 2024, however, the Company does not believe its NOL carryforwards would be limited under IRC Section 382. The Company could experience an ownership change in the future which could limit the utilization of certain NOL carryforwards. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In making this assessment, management considered all available positive and negative evidence, including the level of historical taxable income, future reversals of existing temporary differences, tax planning strategies, and projected future taxable income. On the basis of this evaluation, a valuation allowance of $ 25.8 million and $ 22.5 million was recorded as of December 31, 2024 and 2023 , respectively, against certain jurisdictions’ net deferred tax assets for which it is more likely than not that the tax benefit will not be realized. As of December 31, 2024, the Company did not provide any foreign withholding taxes related to its foreign subsidiaries’ undistributed earnings, as such earnings have been retained and are intended to be indefinitely reinvested to fund ongoing operations of the foreign subsidiaries. It is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings, because such tax, if any, is dependent upon circumstances existing if and when remittance occurs. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties is as follows: December 31, December 31, December 31, 2024 2023 2022 (in thousands) Beginning balance $ 134 $ 141 $ 1,088 Additions based on tax positions related to the current year — — — Reduction for tax positions of prior years — — ( 12 ) Reduction for settlements — — ( 935 ) Expiration of applicable statute of limitations ( 14 ) ( 7 ) — Ending balance $ 120 $ 134 $ 141 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of December 31, 2024 and 2023 , the Company had $ 0.2 million and $ 0.2 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. These amounts were included in other liabilities in their respective years. As of December 31, 2024 and 2023 , the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was not material. The Company files income tax returns in the U.S. federal jurisdiction, various state and foreign jurisdictions. The tax years 2020 through 2023 generally remain open for examination for federal, state and local tax purposes. The tax years 2014 through 2023 are open and subject to audit by foreign jurisdictions. 76 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 11. Leases The Company is obligated under various non-cancelable operating leases primarily for office space. The initial terms of the leases expire on various dates through 2030. We determine if an arrangement is a lease at inception. The components of the Company’s operating lease expenses are reflected in the consolidated statements of operations as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Lease liability cost $ 7,105 $ 6,978 $ 5,945 Short-term lease expenses (1) 1,271 777 1,760 Variable lease cost not included in the lease liability (2) 619 477 261 Total lease cost $ 8,995 $ 8,232 $ 7,966 ( 1 ) Short-term lease expenses include rent expenses from leases of 12 months or less on the transition date or lease commencement. ( 2 ) Variable lease cost includes common area maintenance, property taxes, and fluctuations in rent due to a change in an index or rate. During the year ended December 31, 2024 and 2023, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 8.7 million and $ 4.3 million, respectively. Other information related to operating leases is as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cash paid for amounts included in the measurement of the lease liability: Operating cash flows from operating leases $ 7,095 $ 7,190 $ 5,626 As of December 31, 2024 and 2023, our operating leases had weighted average remaining lease terms of 3.3 years and 3.8 years, respectively, and weighted average discount rates of 5.2 % and 5.6 %, respectively. 77 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) The maturity schedule of the operating lease liabilities as of December 31, 2024 , is as follows: Year Ending December 31: (in thousands) 2025 $ 7,310 2026 4,853 2027 3,022 2028 1,388 2029 893 Thereafter 525 Total future lease payments 17,991 Less: Present value adjustment ( 1,458 ) Present value of future lease payments (1) $ 16,533 ( 1 ) Includes the current portion of operating lease liabilities of $ 6.6 million, which is reflected in accrued expenses and other current liabilities in the consolidated balance sheets. As of December 31, 2024, letters of credit have been issued in the amount of $ 1.0 million as security for operating leases. The letters of credit are secured by certificates of deposit and a line of credit. The certificates of deposit are included in cash and cash equivalents and short-term investments within the consolidated balance sheets. 12. Commitments and Contingencies Commitments The Company has outstanding unconditional purchase commitments to procure licenses to use IT software from suppliers. These agreements are negotiated in consideration of the volume of transactions with select suppliers and the associated required transaction volumes are expected to be met through the normal course of business. In December 2022, the Company signed an unconditional purchase commitment in the amount of $ 96.0 million to purchase IT solutions over a three -year term. Under this agreement, payments are made upon access to the service. Any remaining obligations are due at the end of the three -year term in December 2025 as specified in the agreement. Given the Company’s history of procuring similar products, it is expected that cash payments to the supplier will occur in 2023 through 2025 with any remaining amounts coming due in 2025. During the years ended December 31, 2024 and 2023, the Company paid $ 28.3 million and $ 21.7 million, respectively, related to the December 2022 agreement. In December 2024, the Company signed an unconditional purchase commitment in the amount of $ 15.0 million to purchase additional IT solutions over a five -year term. Under this agreement, payments are made upon access to the service. The agreement specified four minimum commitment periods. The minimum commitment payments are due at the end of each minimum commitment period. In February 2024, the Company has an outstanding commitment to contribute $ 50.0 million to the growth equity fund. Refer to “ Note 15 - Growth Equity Fund ” for more information. 78 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) The Company is obligated to make the following future minimum payments under the non-cancelable terms of these contracts as of December 31, 2024 : Years ending December 31, (in thousands) 2025 $ 48,937 2026 1,595 2027 2,574 2028 4,115 2029 6,676 Thereafter — $ 63,897 Legal Proceedings In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. Except for such claims that arise in the normal course of business, as of December 31, 2024 , the Company was not a party to any other litigation for which a material claim is reasonably possible, probable or estimable. Indemnification The Company has entered into indemnification agreements with its executive officers and directors. These agreements, among other things, require AvePoint to indemnify its directors and executive officers to the fullest extent permitted by Delaware law, specifically the Delaware General Corporation Law (as the same exists or may hereafter be amended) for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request. As part of the business combination with Apex, we assumed certain indemnification obligations for Apex Technology Sponsor LLC and Jeff Epstein, Brad Koenig, David Chao, Peter Bell, Donna Wells, and Alex Vieux (the “ Indemnitees ” or “ Defendants ”). On February 2, 2024, Drulias and Farzad (as purported Apex stockholders, the “ Plaintiffs ”) filed a class action complaint against the Indemnities in Delaware Court of Chancery, captioned Dean William Drulias, et.al. v. Apex Technology Sponsor LLC, et.al., C.A. No. 2024 - 0094 -LWW. Plaintiffs asserted breach of fiduciary duty and unjust enrichment claims against the Defendants. The complaint alleged that Defendants made false and misleading disclosures in the June 2, 2021 proxy statement of Apex impacting its stockholders’ vote to approve a merger between Apex and us and also affecting stockholders’ redemption rights prior to the merger. Plaintiffs sought unspecified damages, rescission or rescissory damages, and disgorgement of unjust enrichment. We were not a named defendant in the complaint but had indemnification obligations to the Defendants under indemnification agreements executed during the merger. Also, in accordance with the business combination agreement, the Defendants obtained insurance policies to cover post-closing liability, with Apex securing a policy with a limit of $ 10 million and the sponsors obtaining a policy with a $ 3 million limit. The parties participated in a mediation in October 2024 and agreed to settlement terms. Pursuant to a signed letter of intent and a forthcoming settlement agreement, releasing us and the Defendants and settling the class action, we will contribute $ 1.4 million toward the full settlement amount of $ 14.4 million. The remaining $ 13 million will be paid pursuant to the two aforementioned insurance policies covering the Defendants and sponsor. As of December 31, 2024, an estimated accrual of $ 1.4 million was included in the accrued expenses and other current liabilities within the consolidated balance sheets. 79 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Guarantees In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements, which are secured by certificates of deposit and a line of credit. The certificates of deposit are included in other assets within the consolidated balance sheets. As of December 31, 2024 , letters of credit have been issued in the amount of $ 4.4 million, as security for the agreements. These agreements have not had a material effect on our results of operations, financial position or cash flow. 13. Company Earn-Out and Warrant Liabilities Company Earn-Out Certain holders of common stock and certain holders of options shall be issued additional shares of AvePoint’s common stock, as follows: ■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $12.50 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share; ■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $15.00 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share; ■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $17.50 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share. The rights described above are hereafter referred to as the “ Company Earn-Out Shares ”. To the extent that any portion of the Company Earn-Out Shares that would otherwise be issued to a holder of options that remain unvested at the date of the milestones described above, then in lieu of issuing the applicable Company Earn-Out Shares, the Company shall instead issue an award of restricted stock units of the Company for a number of shares of AvePoint’s common stock equal to such portion of the Company Earn-Out Shares issuable with respect to the unvested options (the “ Company Earn-Out RSUs ”). In evaluation of the Company Earn-Out Shares and Company Earn-Out RSUs, management determined that the Company Earn-Out Shares represent derivatives to be marked to market at each reporting period, while the Company Earn-Out RSUs represent equity. Refer to “ Note 16 — Stock-Based Compensation ” for more information regarding the Company Earn-Out RSUs. In order to capture the market conditions associated with the Company Earn-Out Shares, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the Sponsor Earn-Out Shares’ contractual life based on the appropriate probability distributions. The fair value was determined by taking the average of the fair values under each Monte Carlo simulation trial. The Monte Carlo model requires highly subjective assumptions including the expected volatility of the price of our common stock, and the expected term of the earn-out shares. Significant increases or decreases to these inputs in isolation could result in a significantly higher or lower liability. Under this approach, the fair value of the Company Earn-Out Shares on July 1, 2021, was determined to be $ 29.6 million. The fair value was remeasured as of December 31, 2023 , and was determined to be $ 18.3 million, and included in the earn-out shares’ liabilities in the consolidated balance sheets. As a result, an $ 11.1 million increase and a $ 4.3 million decrease in liability were recognized during the years ended December 31, 2023 and 2022, respectively, and included as other (expense) income, net in the consolidated statements of operations. 80 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) In December 2024, the required provisions were met, leading to the issuance of 2,964,658 Company Earn-Out Shares and a payment of $ 0.6 million to certain holders of common stock and options. The Company Earn-Out Shares liability was measured at fair value using the Company’s stock quoted price on the date each milestone was achieved. The cumulative fair value of the shares issued and cash used for settlement amounted to $ 54.5 million, which was included in the earn-out shares’ liabilities in the consolidated balance sheets. This resulted in a $ 35.8 million increase in liability recognized during the year ended December 31, 2024, recorded as other (expense) income, net in the consolidated statements of operations. Upon settlement, the Company Earn-out Shares settled in shares was reclassified from earn-out shares liabilities to equity, increasing the common stock amount and additional paid-in capital in the consolidated balance sheets by $ 0.0 million and $ 53.9 million, respectively. As of December 31, 2024, there were no remaining earn-out shares liabilities. We estimated the earn-out shares fair value using a Monte Carlo model with the following significant unobservable assumptions: December 31, December 31, 2023 2022 Term (in years) 4.50 5.50 Volatility 55.00 % 55.00 % Private Warrants to Acquire Common Stock On July 1, 2021, the Company granted 405,000 private placement warrants with a 5 -year term and exercise price of $ 11.50 . Management has determined that the private placements warrants are to be classified as liabilities to be marked to market at each reporting period. The private placement warrants are non-transferable and any transfer to an unrelated party would cause the warrants to be converted into public warrants. Consequently, the fair value of the private placement warrants is equivalent to the quoted price of the publicly traded warrants . Under this approach, the fair value of the private placement warrants on July 1, 2021, was determined to be $ 1.4 million. The fair value was remeasured as of December 31, 2024 and 2023 , and was determined to be $ 1.9 million and $ 0.5 million, respectively, and included in the other liabilities in the consolidated balance sheets. As a result, $ 1.5 million loss, $ 0.3 million loss, and $ 0.2 million gain was recognized during the years ended December 31, 2024 , 2023 and 2022, respectively, and included as other (expense) income, net in the consolidated statements of operations. As of December 31, 2024, 328,750 private placement warrants remained outstanding. 14. Mezzanine Equity and Stockholders ’ Equity The Company has one class of capital stock: common stock. The following summarizes the terms of the Company’s capital stock. Common Stock Pursuant to the Company’s restated Articles of Incorporation, the Company is authorized to issue up to 1,000,000,000 shares of common stock at $ 0.0001 par value. There were 194,070,512 and 184,652,402 shares issued and outstanding as of December 31, 2024 and 2023 , respectively. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s Board of Directors. The Company’s Board of Directors has not declared common stock dividends since inception. During the year ended December 31, 2024, the Company repurchased and retired 3,262,065 shares. The shares were returned to the status of authorized but unissued shares. As a result, common stock amount, additional paid-in capital, and accumulated deficit in the consolidated balance sheet were reduced by $ 0.0 million, $ 12.2 million, and $ 20.9 million, respectively. During the year ended December 31, 2023, the Company repurchased 6,719,032 shares and retired 10,908,782 shares. The shares were returned to the status of authorized but unissued shares. As a result, common stock amount, additional paid-in capital, and accumulated deficit in the consolidated balance sheet were reduced by $ 0.0 million, $ 38.9 million, and $ 21.8 million, respectively. 81 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Share Repurchase Program On March 17, 2022, the Company announced that its Board of Directors authorized a new share repurchase program (the “ Share Repurchase Program ”) for the Company to buy back shares of its common stock. Under the Share Repurchase Program, the Company has the authority to buy up to $ 150 million of common stock via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program will remain open for a period of three years from the date of authorization and may be suspended or discontinued at any time. The Company is not obligated to make purchases of, nor is it obligated to acquire any particular amount of, common stock under the Share Repurchase Program. During the years ended December 31, 2024 , 2023, and 2022, the Company purchased 3,262,065 , 6,719,032 and 4,046,186 shares, respectively, at an average price of $ 10.13 , $ 5.81 , and $ 4.92 per share, respectively. Sponsor Earn-Out Shares On July 1, 2021 the Company modified the terms of 2,916,700 shares of common stock (“ Sponsor Earn-Out Shares ”) then held by Apex’s sponsor, such that such shares will be subject to the following vesting provisions: ■ 100% of the Sponsor Earn-Out Shares shall vest and be released if at any time through July 1, 2028, AvePoint’s stock price is greater than or equal to $15.00 (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 -day trading period; and ■ 100% of the remaining Sponsor Earn-Out Shares that have not previously vested shall vest and be released if at any time through July 1, 2028, the Company consummates a subsequent transaction. The Sponsor Earn-Out Shares are currently outstanding and receive treatment as outstanding common shares except that they were held in escrow and restricted from transfer until the vesting conditions described above were met. Consequently, the shares are classified as equity. In December 2024, the vesting conditions were satisfied and the shares were released from escrow. Public Warrants to Acquire Common Stock On July 1, 2021, the Company issued 17,500,000 public warrants with an exercise price of $ 11.50 . Each warrant entitles the registered holder to purchase one share of AvePoint’s common stock and the warrants are exercisable from the date of issuance through July 1, 2026. The public warrants are equity classified and their fair value, based on the publicly traded warrants, was $ 59.3 million on July 1, 2021, and included in the additional paid-in capital on the consolidated balance sheets. On August 27, 2024, the Company announced the commencement of an offer to purchase all of its outstanding public warrants at a price of $ 2.50 per warrant in cash, with an expiration date of September 26, 2024 ( the “ Offer ”). On September 26, 2024, the Company announced that 1,596,314 warrants had been validly tendered and purchased, representing approximately 9.1 % of the outstanding warrants, for a total amount of $ 4.0 million. During the year ended December 31, 2024, 1,494,127 warrants were exercised, with a total cash received of $ 17.2 million. As of December 31, 2024, 14,485,809 warrants remained outstanding. Subsequent to December 31, 2024, and through February 21, 2025, holders of the Company’s outstanding warrants exercised a total of 7,595,099 warrants, resulting in the issuance of 7,595,099 shares of common stock. The Company received aggregate cash proceeds of approximately $ 87.3 million from these exercises. Redeemable Noncontrolling Interest AEPL PTE. LTD. (“ AEPL ”), an unaffiliated investor As part of AEPL’s investment in MaivenPoint Pte. Ltd. (“ MaivenPoint ”), the Company granted AEPL a put option which grants AEPL the right to require the Company to repurchase AEPL’s investment in MaivenPoint at any time between December 24, 2022, and December 24, 2023, at a price equal to AEPL’s initial investment of approximately $ 8.3 million. The Company recorded AEPL’s investment in MaivenPoint as redeemable noncontrolling interest as mezzanine equity in its consolidated balance sheets. On December 24, 2023, the put option expired. The redeemable noncontrolling interest owned by AEPL was reclassified to permanent equity and is presented in the stockholders’ equity section of the consolidated balance sheets for the year ended December 31, 2023. 82 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) I-Access Solutions Pte. Ltd. (“ I-Access ”) On February 18, 2022, ( the “ I-Access Closing Date ”), MaivenPoint consummated its acquisition of all of the ordinary shares of I-Access, a Singapore limited company. As a result, I-Access became a wholly owned subsidiary of MaivenPoint. The acquisition was made pursuant to a share purchase agreement, dated as of January 31, 2022, ( the “ Share Purchase Agreement ”), by and among MaivenPoint and the former I-Access shareholders (the “ Former Shareholders ”). As part of the transaction price, MaivenPoint granted I-Access a put option which allows I-Access to cause MaivenPoint to repurchase its shares on February 18, 2024, at a price equal to approximately $ 5.9 million. The Company recorded I-Access investment in MaivenPoint as redeemable noncontrolling interest as mezzanine equity in its consolidated balance sheets. During the year ended December 31, 2024, the Former Shareholders exercised the put option of approximately $ 6.1 million. As a result of the exercise, AvePoint’s ownership in MaivenPoint was 76.1 %, with the remaining ownership interest held by AEPL as of December 31, 2024. Due to the exercise of the put option, the Company adjusted the carrying amount of the noncontrolling interest by multiplying the adjusted net assets of MaivenPoint AEPL’s new ownership percentage, resulting in a reduction to noncontrolling interest and increase in additional paid-in capital of $ 6.4 million, respectively, within the consolidated balance sheets. There were no put options held by MaivenPoint’s remaining noncontrolling interest shareholders, and therefore, there was no redeemable noncontrolling interest in MaivenPoint as of December 31, 2024. As of December 31, 2024 and 2023, AvePoint owned 76.1 % and 73.8 %, respectively, interest in MaivenPoint. 15. Growth Equity Fund On February 28, 2024, the Company and Lumens Capital Partners Ltd. (“ LCP ”) established A3V JV Co. (the “ Venture ”), with each owning an equal share of the Venture. In addition, the Company entered into a separate agreement with LCP to form A3 Ventures Fund 1, L.P. (the “ Fund ”). The Fund is a Cayman Islands-exempted limited partnership, aimed at investing in companies in the growth equity phase and mature cashflow generating businesses with strong growth potential. The Fund looks to invest in companies situated in enterprise software markets aligning with the professional expertise and geographical presence of both the Company and LCP. The Venture wholly owns A3V GP Co., which serves as the general partner of the Fund. As a limited partner, the Company committed to contribute $ 50.0 million to the Fund, to be called as needed, for portfolio investments, fees, and expenses of the Fund. The Company also participates in Fund establishment costs and an annual management fee equal to 2.0 % of the total commitment. Any future repayment obligations will be triggered upon the receipt by LCP of profit allocations related to the Fund. As of December 31, 2024, no portion of the Company’s $ 50.0 million commitment has been called or was callable, and the operations of the Fund and the Venture have not materially impacted the Company’s financial position, financial performance, or cash flows. As of December 31, 2024, $ 2.4 million of management fee and establishment costs were included in accrued expenses and other current liabilities in the consolidated balance sheets. During the year ended December 31, 2024 , $ 2.4 million of management fee and establishment costs were included in general and administrative in the consolidated statements of operations. 83 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 16. Stock-Based Compensation The Company maintains the 2021 Equity Incentive Plan (the “ 2021 Plan ”). As of December 31, 2024, 27,186,959 shares remained for future issuance under the 2021 Plan. To date, the Company has issued only stock options, restricted stock and restricted stock units to employees, directors and consultants. Stock-based compensation was included in the following line items in the consolidated statements of operations: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 1,315 $ 3,161 $ 2,640 Sales and marketing 8,965 9,518 11,393 General and administrative 20,483 19,338 19,398 Research and development 8,296 4,031 3,787 Total stock-based compensation $ 39,059 $ 36,048 $ 37,218 Total tax benefit related to vested or exercised awards during the years ended December 31, 2024 , 2023 and 2022 was $ 9.5 million, $ 2.5 million and $ 2.2 million, respectively. Stock Options The compensation costs for stock option awards are recognized using the straight-line attribution method over the requite service period and are accounted for forfeitures as they occur. Stock options vest over a four -year service period and expire on the tenth anniversary of the date of award. Certain of the Company’s stock option awards (the “ Officer Awards ”) included a provision that required the Company to redeem the vested portion of options at fair value in cash upon a separation of service initiated by the Company or upon death or disability of the holder. The Company determined that the redemption feature required the Officer Awards to be classified in mezzanine equity prior to the Apex Business Combination. For share-based payment arrangements with employees, the amount presented in mezzanine equity at each balance sheet date was based on the redemption provisions of the instrument and adjusted for the proportion of consideration received in the form of employee services. The shares underlying the Officer Awards were puttable to the Company upon certain conditions, such as death or disability of the Officer Awards recipients, which the Company determined was not probable; therefore, the Company reclassified the grant-date intrinsic value to mezzanine equity as the awards vested. The Officer Awards were cancelled in 2021, concurrent with the Apex Business Combination. In exchange for the cancellation of the Officer Awards, the Company agreed to deliver to the holders of the Officer Awards a fixed amount of shares equal to the amount of shares the holders would have received if the Officer Awards were exercised on the date of the Apex Business Combination in a net share settlement scenario. The cancelled Officer Awards were treated as modification of the original awards; however, no incremental value exists as a result of the modification. As a result of the cancellation of the original Officer Awards, the $ 1.7 million mezzanine balance was reclassified to permanent equity on July 1, 2021, and the Company recognized $ 3.5 million in previously unrecognized compensation costs. As a result, the Company issued 3,592,504 shares in July 2022. The weighted-average grant date fair value of options granted in the years ended December 31, 2024 , 2023 and 2022 was $ 4.26 , $ 2.49 and $ 2.71 , respectively. The Company estimated the grant date fair value of these stock options using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2024 2023 2022 Expected term (in years) 6.11 6.11 6.11 Expected volatility 55.85 % 59.19 % 45.18 % Risk-free rate 4.10 % 3.63 % 2.16 % Dividend yield — — — 84 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) A summary of the Company’s stock option activity during the year ended December 31, 2024 is as follows: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Balance, January 1, 2024 27,192,185 $ 4.25 5.91 Granted 469,920 7.26 — Exercised ( 3,415,893 ) 3.23 — Forfeited or expired ( 966,195 ) 7.64 — Balance, December 31, 2024 23,280,017 $ 4.32 5.08 As of December 31, 2024 , the following table summarizes information about outstanding and exercisable stock options: Outstanding Exercisable Exercise Price Stock Options Weighted-Average Contractual Life Weighted-Average Exercise Price Stock Options Weighted-Average Contractual Life Weighted-Average Exercise Price $ 0.16 - $ 1.59 7,600,165 2.67 $ 1.41 7,600,165 2.67 $ 1.41 $ 1.60 - $ 4.00 9,120,504 5.61 3.90 9,120,504 5.61 3.90 $ 4.01 - $ 9.64 6,559,348 7.14 8.27 4,414,391 6.88 8.71 23,280,017 5.08 $ 4.32 21,135,060 4.82 $ 4.01 As of December 31, 2024 , there was $ 6.8 million in unrecognized compensation costs related to all non-vested options. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 1.6 years. As of December 31, 2024 , the Company had 23,280,017 options outstanding and 21,135,060 options exercisable with intrinsic values of $ 283.8 million and $ 264.2 million, respectively. During the year ended December 31, 2024 , 3,415,893 options were exercised, with a total intrinsic value of $ 34.8 million. During the year ended December 31, 2023, 2,840,716 options were exercised, with a total intrinsic value of $ 11.8 million. During the year ended December 31, 2022, 1,799,665 options were exercised, with a total intrinsic value of $ 6.6 million. Total cash received from exercise of options during the years ended December 31, 2024, 2023 and 2022 was $ 11.0 million, $ 5.6 million and $ 2.8 million, respectively. Restricted Stock Units Under the terms of the 2021 Plan, we have issued stock unit awards with a continuous employment condition only (“ Time-Based RSUs ”), and restricted stock unit awards with a continuous employment condition that are also contingent on the Company meeting certain performance goals (“ PSUs ”, and together “ RSUs ”). Both types of RSU awards vest over a four -year period from the grant date. The compensation costs for RSUs are recognized using the straight-line attribution method over the requite service period and are accounted for forfeitures as they occur. RSUs are measured at the fair market value of the underlying stock at the grant date. 85 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) A summary of the Company’s RSU activity during the year ended December 31, 2024 is as follows: Unvested PSUs Unvested Time-Based RSUs Number of Shares Number of Shares Weighted-Average Grant-Date Fair Value Unvested as of December 31, 2023 — 10,702,589 $ 5.54 Granted 502,676 3,807,121 7.66 Vested — ( 4,805,497 ) 5.73 Forfeited — ( 547,110 ) 5.92 Unvested as of December 31, 2024 502,676 9,157,103 $ 6.36 The per share weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024 , 2023 and 2022 was $ 7.66 , $ 4.38 and $ 5.55 , respectively. The total fair value of shares vested during the years ended December 31, 2024 , 2023 and 2022 was $ 51.3 million, $ 18.9 million and $ 8.2 million, respectively. As of December 31, 2024 , there was $ 53.2 million in unrecognized compensation costs specific to the non-vested RSUs under the 2021 Plan. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.4 years. Company Earn-Out RSUs The compensation costs for Company Earn-Out RSUs are recognized using the straight-line attribution method over the requite service period and are accounted for forfeitures as they occur. In order to capture the market conditions associated with the Company Earn-Out RSUs, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the Sponsor Earn-Out RSUs’ contractual life based on the appropriate probability distributions. The fair value was determined by taking the average of the fair values under each Monte Carlo simulation trial. Under this approach, the grant-date fair value of the Company Earn-Out RSUs on July 1, 2021, was determined to be $ 2.5 million. The stock options underlying the Earn-Out RSUs vest over a four -year period and expire on the tenth anniversary of the date of award. If the contingent milestones of the Earn-Out RSUs are not met by the seventh anniversary of the Apex Business Combination, the holders of the underlying stock options will not receive the Earn-Out RSUs. As of December 31, 2024, all Company Earn-Out RSUs are fully vested. For the years ended December 31, 2024 , 2023 and 2022, the Company recorded stock-based compensation expense of $ 0.3 million, $ 0.9 million and $ 0.9 million, respectively, related to these Earn-Out RSUs. 86 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 17. Fair Value Measurements Fair value is the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are measured and classified in accordance with a three -level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ■ Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. ■ Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ■ Level 3 — Unobservable inputs for the asset or liability. Year Ended December 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash Equivalents: Certificates of deposit (1) $ — $ 1,504 $ — $ 1,504 Money market funds — 4,188 — 4,188 U.S. treasury bills — 181,210 — 181,210 Short term investments: Certificates of deposit (1) — 165 — 165 Other assets: Certificates of deposit (1) — 39 — 39 Notes receivables (2) — — 3,938 3,938 Total $ — $ 187,106 $ 3,938 $ 191,044 Liabilities: Other liabilities: Warrant liabilities (3) $ — $ 1,861 $ — $ 1,861 Total $ — $ 1,861 $ — $ 1,861 87 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Year Ended December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash Equivalents: Certificates of deposit (1) $ — $ 1,533 $ — $ 1,533 Money market funds — 4,423 — 4,423 U.S. treasury bills — 171,841 — 171,841 Short term investments: Certificates of deposit (1) — 3,721 — 3,721 Other assets: Notes receivables (2) — — 1,840 1,840 Total $ — $ 181,518 $ 1,840 $ 183,358 Liabilities: Earn-out shares liabilities: Earn-out shares (3) $ — $ — $ 18,346 $ 18,346 Other liabilities: Warrant liabilities (3) — 533 — 533 Total $ — $ 533 $ 18,346 $ 18,879 ( 1 ) The majority of certificates of deposit are foreign deposits. ( 2 ) During 2023, the Company extended a credit facility to LCP with a total commitment of up to $ 5.0 million and maturities of greater than twelve months (the “ LCP Notes Receivable ”). Refer to “ Note 15 - Growth Equity Fund ” for further details. The LCP Notes Receivable bear interest at an annual rate equal to 8 %. As of December 31, 2024 and 2023 , the LCP Notes Receivable in the amounts of $ 3.8 million and $ 1.8 million, respectively, were included in other assets within the consolidated balance sheets. Fair values are based on discounted future cash flows using current interest rates offered for similar notes to third parties with similar credit ratings for the same remaining maturities. ( 3 ) Refer to “ Note 13 - Company Earn-Out and Warrant Liabilities ” for further details. The following table summarizes the Company’s available-for-sale securities measured at fair value as of December 31, 2024 and 2023 , respectively. Year Ended December 31, 2024 (in thousands) Amortized Cost Fair Value Gross Unrealized Losses U.S. treasury bills $ 181,217 $ 181,210 $ ( 7 ) Total $ 181,217 $ 181,210 $ ( 7 ) Year Ended December 31, 2023 (in thousands) Amortized Cost Fair Value Gross Unrealized Gains U.S. treasury bills $ 171,815 $ 171,841 $ 26 Total $ 171,815 $ 171,841 $ 26 The contractual maturity of the available-for-sale securities held as of December 31, 2024 was within one year. 88 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) The following table presents the reconciliation in Level 3 instruments which consisted of earn-out shares liabilities which were measured on a recurring basis for the year ended December 31, 2024. Year Ended December 31, 2024 (in thousands) Opening balance $ 18,346 Total losses from the period Included in other (expense) income, net 35,786 Reclass from earn-out RSUs 378 Purchases, issues, sales and settlements Settlements in shares and cash ( 54,510 ) Closing balance $ — 18. Segment information The Company manages its business activities on a consolidated basis and operates in a single operating segment. Its products and services are sold throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker (the “ CODM ”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM does not review assets in evaluating the results of the segment. The accounting policies of the segment are the same as those described in “ Note 2 - Summary of Significant Accounting Policies ”. The CODM assesses performance for the consolidated entity and decides how to allocate resources based on net income (loss) reported on the consolidated statements of operations. The CODM uses net income (loss) to monitor budgeted versus actual results and to conduct competitive analysis by benchmarking against industry peers. Additionally, net income (loss) serves as a basis for making strategic decisions, such as acquisitions and reinvestments into business, and establishing management compensation linked to segment performance. The following table sets forth the information about the Company’s reported segment revenue, segment profit or loss, and significant segment expenses: Year Ended December 31, 2024 2023 2022 (in thousands) Revenue: $ 330,482 $ 271,825 $ 232,339 Less: People expenses 185,686 163,138 154,387 Stock based compensation 39,059 36,048 37,218 Cloud and server hosting services expenses 32,496 29,188 22,574 Marketing expenses 12,709 12,400 12,746 Other segment items (1) 89,674 52,552 44,102 Net loss $ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 ) ( 1 ) The other segment items category includes professional services, rent, software maintenance, travel, depreciation and amortization, certain overhead expense, and mark-to-market of earn-out shares liabilities and warrant liabilities. 89 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) Revenue by geography is based upon the billing address of the customer. All transfers between geographic regions have been eliminated from consolidated revenue. The following table sets forth revenue by geographic area: Year Ended December 31, 2024 2023 2022 (in thousands) Revenue: North America $ 135,870 $ 118,490 $ 102,025 EMEA 99,256 81,753 71,635 APAC 95,356 71,582 58,679 Total revenue $ 330,482 $ 271,825 $ 232,339 The following table sets forth revenue generated by countries which represent more than 10% of total consolidated revenue: Year Ended December 31, 2024 2023 2022 (in thousands) Revenue: United States $ 135,288 $ 115,799 $ 100,870 Singapore 43,113 30,974 21,915 Germany 41,765 35,775 30,625 The following table sets forth property and equipment, net held within the United States, China and foreign countries: December 31, December 31, 2024 2023 (in thousands) Property and equipment, net: United States $ 953 $ 1,137 China 1,193 1,915 Other 3,143 2,066 Total property and equipment, net $ 5,289 $ 5,118 90 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 19. Other (expense) income, net Other (expense) income, net is disaggregated as follows: Year Ended December 31, 2024 2023 2022 (in thousands) (Loss) gain on earn-out and warrant liabilities $ ( 37,276 ) $ ( 11,454 ) $ 4,497 Interest income (expense), net 166 26 ( 40 ) Profits on securities (1) 9,241 8,895 2,811 Foreign currency exchange (loss) gain, net ( 660 ) ( 778 ) 112 Other, net ( 3,036 ) 48 36 Other (expense) income, net $ ( 31,565 ) $ ( 3,263 ) $ 7,416 ( 1 ) Profits on securities consist of interest income from amortization of the discount arising at acquisition of U.S. treasury bills. 20. Loss Per Share Basic loss per share available to the Company’s common shareholders (“ EPS ”) is computed by dividing net loss by the weighted average number of common shares outstanding for the period. In computing diluted EPS, the Company adjusts the denominator, subject to anti-dilution requirements, to include the dilution from potential shares of common stock resulting from outstanding share-based payment awards, warrants, earn-outs and the conversion of convertible preferred shares. The Company applies the two -class method in calculating loss per share. The Company’s Sponsor Earn-Out Shares described in “ Note 14 — Mezzanine Equity and Stockholders’ Equity ” are considered participating securities and have no contractual obligation to shares in the loss of the Company. As such, the weighted-average impact of these shares is excluded from the calculation of loss per share below. As losses were incurred during all periods presented, no earnings per share exists for the Sponsor Earn-Out Shares until vested. Year Ended December 31, 2024 2023 2022 (in thousands, except per share amounts) Loss per share available to common stockholders, excluding sponsor earn-out stockholders Numerator: Net loss $ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 ) Net (loss) income attributable to noncontrolling interest ( 52 ) 224 2,942 Total net loss available to common stockholders $ ( 29,090 ) $ ( 21,725 ) $ ( 41,630 ) Denominator: Weighted average common shares outstanding 183,721 182,257 181,957 Effect of dilutive securities — — — Weighted average diluted shares 183,721 182,257 181,957 Basic and diluted loss per share available to common stockholders, excluding sponsor earn-out stockholders $ ( 0.16 ) $ ( 0.12 ) $ ( 0.23 ) To arrive at net loss available to common stockholders, the Company deducted net income attributable to the noncontrolling interest in MaivenPoint and deemed dividends, which related to the redemption, extinguishment, and remeasurement of preferred stock. 91 Table of Contents AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) For the years ended December 31, 2024 , 2023 and 2022, the Company’s potentially dilutive securities were deemed to be anti-dilutive given the Company’s net loss position. As such, basic loss per share is equal to diluted loss per share for the periods presented. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: Year Ended December 31, 2024 2023 2022 (in thousands) Stock options 23,280 27,192 29,168 Restricted stock units 9,660 10,703 8,493 Warrants 14,815 17,905 17,905 Company Earn-Outs — 3,000 3,000 Total potentially dilutive securities 47,755 58,800 58,566 21. Related Party Transactions The Company has entered into indemnification agreements with its Executive Officers and directors. These agreements, among other things, require AvePoint to indemnify its directors and Executive Officers to the fullest extent permitted by Delaware law, specifically the Delaware General Corporation Law (as the same exists or may hereafter be amended) for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request. 22. Subsequent Events The following material subsequent event occurred since the date of the most recent balance sheet period reported. Ydentic Holding B.V. Acquisition On January 29, 2025, the Company consummated an acquisition of Ydentic Holding B.V. and its subsidiaries (“ Ydentic ”). Ydentic is a Netherlands-based SaaS company specializing in centralized multi-tenant management for Microsoft managed services providers. In exchange for 80 % of the ordinary shares, the Company paid approximately $ 15.4 million, and committed to purchase the remaining shares over the next three years. 92 Table of Contents PART II Items 9 and 9A ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.