UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to ___________.
Commission file number:
AvePoint, Inc.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report).
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol |
Name of each exchange on which registered |
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The
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer ☐ |
| Non-accelerated filer ☐ |
Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 5, 2025, there were
FORM 10-Q
For the Fiscal Quarter Ended September 30, 2025
TABLE OF CONTENTS
This Quarterly Report on Form 10-Q (this “ Quarterly Report ”) of AvePoint, Inc. (hereinafter referred to as the “ Company ,” “ AvePoint ,” “ we ," “ us ” and “ our ”) includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Forward-looking statements, as well as descriptions of the risks and uncertainties that could cause actual results and events to differ materially, may appear throughout this Quarterly Report, including in the following sections: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Quarterly Report), “Quantitative and Qualitative Disclosures about Market Risk” (Part I, Item 3 of this Quarterly Report), and “Risk Factors” (Part II, Item 1A of this Quarterly Report). These risks and uncertainties also include, but are not limited to, those described from time to time in the Company’s reports filed with the Securities and Exchange Commission (“ SEC ”).
These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events, or developments that we expect or anticipate will occur in the future — including statements relating to volume growth, sales, earnings, and statements expressing general views about future operating results — are forward-looking statements. These forward-looking statements are, by their nature, subject to significant risks and uncertainties, and are based on the beliefs of, as well as assumptions made by and information currently available to, our management. Our management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Readers should evaluate all forward-looking statements made in the context of these risks and uncertainties. The important factors referenced above may not contain all of the factors that are important to investors.
In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications.
Item 1
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets
(In thousands, except par value)
(Unaudited)
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September 30, |
December 31, |
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2025 |
2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Operating lease right-of-use assets |
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Deferred contract costs |
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Other assets |
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Total assets |
$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
$ |
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$ |
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Accrued expenses and other current liabilities |
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Current portion of deferred revenue |
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Total current liabilities |
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Long-term operating lease liabilities |
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Long-term portion of deferred revenue |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 10) |
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Stockholders’ equity |
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Common stock, $ par value; shares authorized, and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
(
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(
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Noncontrolling interest |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
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$ |
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See accompanying notes.
Condensed Consolidated Statements of Income (Loss)
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2025 |
2024 |
2025 |
2024 |
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Revenue: |
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SaaS |
$ |
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$ |
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$ |
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$ |
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Term license and support |
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Services |
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Maintenance |
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Total revenue |
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Cost of revenue: |
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SaaS |
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Term license and support |
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Services |
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Maintenance |
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Total cost of revenue |
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Gross profit |
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Operating expenses: |
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Sales and marketing |
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General and administrative |
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Research and development |
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Total operating expenses |
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Income from operations |
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Other income (expense), net |
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(
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(
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Income (loss) before income taxes |
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(
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Income tax (benefit) expense |
(
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Net income (loss) |
$ |
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$ |
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$ |
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$ |
(
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Net income (loss) attributable to noncontrolling interest |
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(
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Net income (loss) available to common stockholders |
$ |
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$ |
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$ |
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$ |
(
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Net income (loss) per share: |
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Basic |
$ |
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$ |
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$ |
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$ |
(
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Diluted |
$ |
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$ |
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$ |
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$ |
(
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
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Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2025 |
2024 |
2025 |
2024 |
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Net income (loss) |
$ |
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$ |
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$ |
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$ |
(
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Other comprehensive income (loss) net of taxes |
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Unrealized gain (loss) on available-for-sale securities |
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(
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Foreign currency translation adjustments |
(
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) |
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Total other comprehensive (loss) income |
(
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) |
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Total comprehensive income (loss) |
$ |
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$ |
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$ |
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$ |
(
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Comprehensive income (loss) attributable to noncontrolling interest |
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(
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Total comprehensive income (loss) available to common stockholders |
$ |
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$ |
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$ |
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$ |
(
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See accompanying notes.
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
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Three Months Ended September 30, 2025 |
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Accumulated |
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Additional |
Other |
Total |
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Common Stock |
Paid-In |
Accumulated |
Comprehensive |
Stockholders’ |
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Shares |
Amount |
Capital |
Deficit |
Income |
Equity |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
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Proceeds from exercise of options |
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Common stock issued upon vesting of restricted stock units |
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Stock-based compensation expense |
— |
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Proceeds from exercise of warrants |
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Redemption of warrants |
— |
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(
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(
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) | ||||||||||||||||
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Repurchase and retirement of common stock |
(
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) |
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(
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) |
(
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) |
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(
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Comprehensive income: |
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Net income |
— |
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Unrealized gain on available-for-sale securities |
— |
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Foreign currency translation adjustments |
— |
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(
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) |
(
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) | ||||||||||||||||
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Balance, September 30, 2025 |
|
$ |
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$ |
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$ |
(
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) | $ |
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$ |
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Three Months Ended September 30, 2024 |
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Accumulated |
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Additional |
Other |
Total |
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Common Stock |
Paid-In |
Accumulated |
Comprehensive |
Noncontrolling |
Stockholders’ |
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Shares |
Amount |
Capital |
Deficit |
Income |
Interest |
Equity |
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Balance, June 30, 2024 |
|
$ |
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$ |
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$ |
(
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) | $ |
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$ |
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$ |
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Proceeds from exercise of options |
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Common stock issued upon vesting of restricted stock units |
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Stock-based compensation expense |
— |
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Reclassification of earn-out RSUs to earn-out shares |
— |
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(
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) |
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(
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) | |||||||||||||||||||
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Purchase of public warrants |
— |
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(
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) |
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(
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) | |||||||||||||||||||
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Repurchase and retirement of common stock |
(
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) |
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(
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) |
(
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) |
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(
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) | |||||||||||||||||
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Comprehensive loss: |
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Net income |
— |
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Unrealized gain on available-for-sale securities |
— |
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Foreign currency translation adjustments |
— |
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Balance, September 30, 2024 |
|
$ |
|
$ |
|
$ |
(
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) | $ |
|
$ |
|
$ |
|
||||||||||||||
See accompanying notes.
AvePoint, Inc.
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
|
Nine Months Ended September 30, 2025 |
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Accumulated |
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Additional |
Other |
Total |
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Common Stock |
Paid-In |
Accumulated |
Comprehensive |
Noncontrolling |
Stockholders’ |
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Shares |
Amount |
Capital |
Deficit |
Income |
Interest |
Equity |
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Balance, December 31, 2024 |
|
$ |
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$ |
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$ |
(
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) | $ |
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$ |
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$ |
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Proceeds from exercise of options |
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Common stock issued upon vesting of restricted stock units |
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Stock-based compensation expense |
— |
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Repurchase of noncontrolling interest |
— | — |
(
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) |
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(
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) |
(
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) | ||||||||||||||||||
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Reclassification of warrant liabilities |
— | — |
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Proceeds from exercise of warrants |
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Redemption of warrants |
— |
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(
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) |
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(
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) | |||||||||||||||||||
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Repurchase and retirement of common stock |
(
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) |
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(
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) |
(
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) |
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(
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) | |||||||||||||||||
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Comprehensive income: |
||||||||||||||||||||||||||||
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Net income |
— |
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Unrealized gain on available-for-sale securities |
— |
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|||||||||||||||||||||
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Foreign currency translation adjustments |
— |
|
|
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|
|
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|||||||||||||||||||||
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Balance, September 30, 2025 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
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$ |
|
||||||||||||||
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Nine Months Ended September 30, 2024 |
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Redeemable |
Total |
Accumulated |
||||||||||||||||||||||||||||||||||
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noncontrolling |
mezzanine |
Additional |
Other |
Total |
||||||||||||||||||||||||||||||||
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interest |
equity |
Common Stock |
Paid-In |
Accumulated |
Comprehensive |
Noncontrolling |
Stockholders’ |
|||||||||||||||||||||||||||||
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Amount |
Amount |
Shares |
Amount |
Capital |
Deficit |
Income |
Interest |
Equity |
||||||||||||||||||||||||||||
|
Balance, December 31, 2023 |
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
||||||||||||||||||
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Proceeds from exercise of options |
— | — |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Common stock issued upon vesting of restricted stock units |
— | — |
|
|
(
|
) |
|
|
|
|
||||||||||||||||||||||||||
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Stock-based compensation expense |
— | — | — |
|
|
|
|
|
|
|||||||||||||||||||||||||||
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Accretion of redeemable noncontrolling interest |
(
|
) |
(
|
) | — | — | — |
|
— | — |
|
|||||||||||||||||||||||||
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Redemption of noncontrolling interest |
(
|
) |
(
|
) | — |
|
|
|
|
(
|
) |
|
||||||||||||||||||||||||
|
Reclassification of earn-out RSUs to earn-out shares |
— | — | — |
|
(
|
) | — |
|
|
(
|
) | |||||||||||||||||||||||||
|
Purchase of public warrants |
— | — | — |
|
(
|
) |
|
|
|
(
|
) | |||||||||||||||||||||||||
|
Repurchase and retirement of common stock |
— | — |
(
|
) |
|
(
|
) |
(
|
) |
|
|
(
|
) | |||||||||||||||||||||||
|
Comprehensive (loss) income: |
||||||||||||||||||||||||||||||||||||
|
Net (loss) income |
(
|
) |
(
|
) | — |
|
|
(
|
) |
|
|
(
|
) | |||||||||||||||||||||||
|
Unrealized loss on available-for-sale securities |
— | — | — |
|
|
|
(
|
) |
|
(
|
) | |||||||||||||||||||||||||
|
Foreign currency translation adjustments |
(
|
) |
(
|
) | — |
|
|
— |
|
|
|
|||||||||||||||||||||||||
|
Balance, September 30, 2024 |
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
||||||||||||||||||
See accompanying notes.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
Nine Months Ended |
||||||||
|
September 30, |
||||||||
|
2025 |
2024 |
|||||||
|
Operating activities |
||||||||
|
Net income (loss) |
$ |
|
$ |
(
|
) | |||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
|
Depreciation and amortization |
|
|
||||||
|
Operating lease right-of-use assets expense |
|
|
||||||
|
Foreign currency remeasurement loss |
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|
||||||
|
Stock-based compensation |
|
|
||||||
|
Deferred income taxes |
(
|
) |
(
|
) | ||||
|
Allowance for credit loss on notes receivables |
|
|
||||||
|
Other |
|
(
|
) | |||||
|
Change in value of earn-out and warrant liabilities |
(
|
) |
|
|||||
|
Changes in operating assets and liabilities: |
||||||||
|
Accounts receivable |
|
|
||||||
|
Prepaid expenses and other current assets |
(
|
) |
|
|||||
|
Deferred contract costs and other assets |
(
|
) |
(
|
) | ||||
|
Accounts payable, accrued expenses, other current liabilities, operating lease liabilities and other liabilities |
(
|
) |
(
|
) | ||||
|
Deferred revenue |
|
|
||||||
|
Net cash provided by operating activities |
|
|
||||||
|
Investing activities |
||||||||
|
Maturities of investments |
|
|
||||||
|
Purchases of investments |
(
|
) |
(
|
) | ||||
|
Repurchase of noncontrolling interest |
(
|
) |
|
|||||
|
Capitalization of internal-use software |
(
|
) |
(
|
) | ||||
|
Purchase of property and equipment |
(
|
) |
(
|
) | ||||
|
Issuance of notes receivables |
|
(
|
) | |||||
|
Cash paid in business combinations, net of cash acquired |
(
|
) |
|
|||||
|
Other investing activities |
|
(
|
) | |||||
|
Net cash used in investing activities |
(
|
) |
(
|
) | ||||
|
Financing activities |
||||||||
|
Purchase of common stock |
(
|
) |
(
|
) | ||||
|
Proceeds from warrant exercises |
|
|
||||||
|
Proceeds from stock option exercises |
|
|
||||||
|
Funds held on behalf of others |
|
|
||||||
|
Redemption of redeemable noncontrolling interest |
|
(
|
) | |||||
|
Purchase of public warrants |
|
(
|
) | |||||
|
Repayments of finance leases |
(
|
) |
(
|
) | ||||
|
Redemption of warrants |
(
|
) |
|
|||||
|
Net cash provided by (used in) financing activities |
|
(
|
) | |||||
|
Effect of exchange rates on cash |
|
|
||||||
|
Net increase in cash and cash equivalents |
|
|
||||||
|
Cash and cash equivalents at beginning of period |
|
|
||||||
|
Cash and cash equivalents at end of period |
$ |
|
$ |
|
||||
|
Supplemental disclosures of cash flow information |
||||||||
|
Income taxes paid |
$ |
|
$ |
|
||||
|
Unpaid purchase consideration transferred in connection with the business combination |
$ |
|
$ |
|
||||
See accompanying notes.
1. Nature of Business and Organization
AvePoint, Inc. (collectively with its subsidiaries, hereinafter referred to as “ AvePoint ,” the “ Company ,” “ we ,” “ us ,” or “ our ”) was incorporated as a New Jersey corporation on July 24, 2001 and redomiciled as a Delaware corporation in 2006.
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 in North America, Europe, Asia, Australia and the Middle East.
AvePoint generates revenue by providing customers a cloud-native data management software platform (the “ AvePoint Confidence 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.
AvePoint’s common stock is listed on The Nasdaq Global Select Market (“
Nasdaq
”) under the symbol “AVPT”. On
September 18, 2025,
AvePoint completed a secondary listing of its common stock on the Main Board of Singapore Exchange Securities Trading Limited (the “
SGX-ST
”) under the symbol “AVP”, in connection with a secondary offering of
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) for interim financial information and include the accounts of the Company and entities consolidated under the variable interest and voting models. All intercompany transactions and balances have been eliminated. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“ GAAP ”) have been condensed or omitted.
In the opinion of management, these financial statements contain all material adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for any other interim period or for the year ended December 31, 2025.
These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes included in our most recent Annual Report on Form 10 -K for the year ended December 31, 2024 , which was filed with the SEC on February 27, 2025 (“ Annual Report ”).
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed 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 and the amounts of revenue and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for the determination of standalone selling price for revenue recognition, deferred contract costs, valuation of goodwill and other intangible assets, income taxes and related reserves, stock-based compensation and purchase price in a business combination. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties.
Comparative Data
Certain amounts from prior periods have been reclassed to conform to the current period presentation, including:
| • | The reclassification of short-term investments to be included in prepaid expenses and other current assets on the condensed consolidated balance sheets as of December 31, 2024. |
Cash and Cash Equivalents
The Company maintains cash and cash equivalents with several high credit-quality financial institutions. The Company considers its investments 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 that impose regulations that limit the ability to transfer cash out of the country. As of
September 30, 2025
and
December 31, 2024
, the Company’s cash balances at these entities were $
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 condensed consolidated statements of income (loss).
Goodwill
No
events or circumstances have changed since any of our acquisitions that would indicate that the fair value of our reporting unit is below its carrying amount.
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, services, and maintenance contracts. Changes in the anticipated period of asset benefit or the average renewal term are recognized on a prospective basis upon occurrence.
Amortization of deferred contract costs of $
Revenue Recognition
The Company derives revenue from four primary sources: SaaS, term license and support, services, and maintenance. Services include installation services, training and other consulting services.
Term license revenue recognized at a point in time was $
Accounts receivable, net is inclusive of accounts receivable, and current unbilled receivables, net of allowance for credit losses. We record an unbilled receivable when revenue is recognized prior to invoicing. We have a well-established collection history from our direct and indirect sales. We periodically evaluate the collectability of our accounts receivable and provide an allowance for credit losses as necessary, based on the age of the receivable, expected payment ability, and collection experience.
We record deferred revenue in the condensed consolidated balance sheets when cash is collected or invoiced before revenue is earned. Deferred revenue as of
September 30, 2025
and
December 31, 2024
was $
The opening and closing balances of the Company’s accounts receivable, net, deferred revenue and deferred contract costs are as follows:
|
Accounts |
Deferred |
|||||||||||
|
receivable, |
Deferred |
contract |
||||||||||
|
net (1) |
revenue |
costs |
||||||||||
|
(in thousands) |
||||||||||||
|
Balance, December 31, 2024 |
$ |
|
$ |
|
$ |
|
||||||
|
Balance, September 30, 2025 |
|
|
|
|||||||||
( 1 ) Includes long-term unbilled receivables included in other assets within the condensed consolidated balance sheets.
There were no significant changes to the Company’s contract assets or liabilities during the nine months ended September 30, 2025 and the year ended December 31, 2024 outside of its sales activities.
As of
September 30, 2025
, 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 $
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. The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes the cost 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 the historical volatility of a group of peer entities. 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.
Recent Accounting Pronouncements Not Yet Effective
In December 2023, the Financial Accounting Standards Board (the “ FASB ”) issued ASU No. 2023 - 09, “Improvements to Income Tax Disclosures (Topic 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.
In July 2025, the FASB issued ASU No. 2025 - 05, “Financial Instruments - Credit Losses (Topic 326 ): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ ASU 2025 - 05 ”). ASU 2025 - 05 introduces a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This expedient can only be applied to current accounts receivable and current contract assets. ASU 2025 - 05 is effective on a prospective basis in annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is also permitted. We are currently evaluating the impact ASU 2025 - 05 will have on our consolidated financial statements and related disclosures. The Company does not expect adoption of ASU 2025 - 05 to have a material impact on its consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025 - 06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ): Targeted Improvements to the Accounting for Internal-Use Software” (“ ASU 2025 - 06 ”). ASU 2025 - 06 modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized. This ASU 2025 - 06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. The amendments in this ASU may be applied using a prospective, retrospective, or modified transition approach. Early adoption is also permitted. We are currently evaluating the impact ASU 2025 - 06 will have on our consolidated financial statements and related disclosures.
3. Business Combination
Ydentic Acquisition
On
January 29, 2025,
the Company consummated its acquisition of
The acquisition-related costs incurred by the Company totaled $
The financial results of Ydentic have been included in our condensed consolidated financial statements since the date of the acquisition. The Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Ydentic acquisition as a result of book-to-tax differences primarily related to the technology and software intangibles and customer related assets.
The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2025 . The purchase price allocation is preliminary and subject to change, including the valuation of intangible assets, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value.
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:
|
Preliminary Allocation |
||||
|
(in thousands) |
||||
|
Accounts receivable, net |
$ |
|
||
|
Prepaid expenses and other current assets |
|
|||
|
Property and equipment, net |
|
|||
|
Goodwill |
|
|||
|
Intangible assets, net |
|
|||
|
Operating lease right-of-use assets |
|
|||
|
Other assets |
|
|||
|
Accounts payable |
(
|
) | ||
|
Accrued expenses and other current liabilities |
(
|
) | ||
|
Current portion of deferred revenue |
(
|
) | ||
|
Long-term operating lease liabilities |
(
|
) | ||
|
Other liabilities |
(
|
) | ||
|
Total purchase consideration, net of cash acquired |
$ |
|
||
The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business and the synergies expected to arise as a result of the acquisition.
The following table summarizes the purchase price allocated to the intangible assets acquired:
|
Amount |
Weighted Average Life |
|||||||
|
(in thousands) |
(in years) |
|||||||
|
Technology and software |
$ |
|
|
|||||
|
Customer related assets |
|
|
||||||
|
Fair value of intangible assets acquired |
$ |
|
|
|||||
The estimated fair values of identifiable intangible assets were determined using the multiperiod excess earnings method and distributor method. The multiperiod excess earnings method is a method of estimating the value of the primary income-generating intangible asset within a group of assets, by calculating the cash flow attributable to that asset after deducting contributory asset charges. The distributor method is a form of the multiperiod excess earnings method that relies upon market-based distributor data to value customer relationship intangible assets. Some of the significant assumptions inherent in the development of such asset valuations include revenues, contributory asset charges, discount rate and useful life. The fair value of intangible assets is based on publicly available benchmarking information as well as preliminary assumptions which are subject to change as we complete our valuation procedures.
Mandatorily Redeemable Noncontrolling Interest
As part of the acquisition, the Company agreed to purchase the remaining
Subsequent to the initial measurement, mandatorily redeemable noncontrolling interests are measured at the amount of cash that would be paid under the conditions specified in the applicable agreement, assuming settlement occurred as of the reporting date. Any change in the estimated redemption amount compared to the prior reporting date is recognized as interest cost in the condensed consolidated statements of income (loss).
As of
September 30, 2025
, the liability was $
4. Goodwill
The changes in the carrying amounts of goodwill were as follows:
|
Goodwill |
||||
|
(in thousands) |
||||
|
Balance, December 31, 2024 |
$ |
|
||
|
Acquisitions |
|
|||
|
Effect of foreign currency translation |
|
|||
|
Balance, September 30, 2025 |
$ |
|
||
5. Intangible Assets, Net
Intangible assets consist of acquired intangible assets and self-developed software.
A summary of the balances of the Company’s intangible assets as of September 30, 2025 and December 31, 2024 is presented below:
|
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||||||
|
Technology and software |
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||||
|
Customer related assets |
|
(
|
) |
|
|
(
|
) |
|
||||||||||||||||
|
Content |
|
|
|
|
(
|
) |
|
|||||||||||||||||
|
Total |
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||||
Amortization expense for intangible assets was $
As of September 30, 2025 , estimated future amortization expense for intangible assets, net is as follows:
|
Year Ending December 31: |
||||
|
(in thousands) |
||||
|
2025 (three months) |
$ |
|
||
|
2026 |
|
|||
|
2027 |
|
|||
|
2028 |
|
|||
|
2029 |
|
|||
|
Thereafter |
|
|||
|
Total intangible assets subject to amortization |
$ |
|
||
6. Accounts Receivable, Net
Accounts receivable, net, consists of the following components:
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
(in thousands) |
||||||||
|
Trade receivables |
$ |
|
$ |
|
||||
|
Current unbilled receivables |
|
|
||||||
|
Allowance for credit losses |
(
|
) |
(
|
) | ||||
| $ |
|
$ |
|
|||||
7. 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 $
8. Income Taxes
The Company had an effective tax rate of (
The change in effective tax rates for the three -month period ended September 30, 2025 as compared to the three -month period ended September 30, 2024 was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates, the impact of foreign inclusions and stock-based compensation.
The change in effective tax rates for the nine -month period ended September 30, 2025 as compared to the nine -month period ended September 30, 2024 was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates, the impact of foreign inclusions, stock-based compensation and changes in valuation allowance in certain jurisdictions.
The Company continues to evaluate the realizability of its deferred tax assets on a quarterly basis and will adjust such amounts in light of changing facts and circumstances. In making such an assessment, management would consider all available supporting data, including the level of historical taxable income, future reversals of existing temporary differences, tax planning strategies, and projected future taxable income.
ASC 740, Income Taxes , requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (“ OBBBA ”) was enacted into law. In general, the OBBBA makes permanent key corporate tax elements of the Tax Cuts and Jobs Act and modifies certain international tax provisions. The main provision of the OBBBA that will materially impact our current and deferred income taxes in 2025 is the restoration of the ability to immediately expense domestic research and experimental expenditures. The Company will continue to analyze the provisions of the OBBBA for other impacts to its current and deferred income taxes in the fourth quarter.
9. 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 condensed consolidated statements of income (loss) as follows:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Lease liability cost |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Short-term lease expenses (1) |
|
|
|
|
||||||||||||
|
Variable lease cost not included in the lease liability (2) |
|
|
|
|
||||||||||||
|
Total lease cost |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
( 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.
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.
During the
nine
months ended
September 30, 2025
and
2024
, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
Other information related to operating leases is as follows:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Cash paid for amounts included in the measurement of the lease liability: |
||||||||||||||||
|
Operating cash flows from operating leases |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
As of
September 30, 2025
, our operating leases had a weighted average remaining lease term of
|
Year Ending December 31: |
||||
|
(in thousands) |
||||
|
2025 (three months) |
$ |
|
||
|
2026 |
|
|||
|
2027 |
|
|||
|
2028 |
|
|||
|
2029 |
|
|||
|
Thereafter |
|
|||
|
Total future lease payments |
|
|||
|
Less: Present value adjustment |
(
|
) | ||
|
Present value of future lease payments (1) |
$ |
|
||
(
1
)
Includes the current portion of operating lease liabilities of $
As of
September 30, 2025
, letters of credit have been issued in the amount of $
10. Commitments and Contingencies
Commitments
The Company has outstanding unconditional purchase commitments to procure licenses to use information technology (“ 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 $
In
December 2024,
the Company signed an unconditional purchase commitment in the amount of $
In
February 2024,
the Company made a commitment to contribute $
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 September 30, 2025 , the Company was not a party to any other litigation.
Indemnification
The Company has entered into indemnification agreements with its directors and executive officers. 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 Technology Acquisition Corporation, Inc. (“
Apex
”), we assumed certain indemnification obligations for Apex Technology Sponsor LLC (the “
Sponsor
”) 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. The Plaintiffs asserted breach of fiduciary duty and unjust enrichment claims against the Defendants. The complaint alleged that the 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. The 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, Apex and the Sponsor obtained insurance policies to cover post-closing liability, with Apex securing a policy with a limit of $
Guarantees
In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements for the completion of service projects, the completion of which are secured by a sublimit of our line of credit (refer to “
Note
7
- Line of Credit
” for further details). As of
September 30, 2025
, letters of credit for customer-related contingency agreements have been issued in the amount of $
11. Warrant Liabilities
Private Warrants to Acquire Common Stock
On
July 1, 2021,
the Company granted
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 $
12. 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 was authorized to issue up to
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 for a period of
years from the date of authorization. On
February 25, 2025,
the Company’s Board of Directors renewed the Share Repurchase Program for an additional
three
years from the date of renewal. Under the Share Repurchase Program, the Company has the authority to buy up to $
Public Warrants to Acquire Common Stock
On
July 1, 2021,
the Company issued
The Company
may
call the public warrants for redemption as follows: (
1
) in whole and
not
in part; (
2
) at a price of $
On
June 6, 2025,
the last sales price of the Company’s Common Stock was at least $
During the
nine
months ended
September 30, 2025
,
Noncontrolling Interest
On
May 30, 2025
,
the Company repurchased all of the remaining outstanding interest of MaivenPoint Ptd. Ltd. (“
MaivenPoint
”) from the remaining minority interest holders for an aggregate cash purchase price of $
13. 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 $
As of
September 30, 2025
,
portion of the Company’s $
The Company also recorded management fees and establishment costs of $
In
September
2025,
the Company decided to discontinue its participation in the Fund. As a result, during the
three
and
nine
months ended
September 30, 2025,
the Company recorded a credit loss of $
As of
September 30, 2025
and
December 31, 2024,
an estimated payable of $
14. Stock-Based Compensation
The Company maintains the 2021 Equity Incentive Plan (the “ 2021 Plan ”). As of September 30, 2025 , shares remained for future issuance under the 2021 Plan. To date, the Company has issued only stock options and restricted stock units to employees, directors and consultants.
Total stock-based compensation expense was $
Stock Options
The compensation costs for stock option awards are recognized using the straight-line attribution method over the requisite service period and are accounted for forfeitures as they occur. Stock options vest over a -year service period and expire on the anniversary of the date of award.
On
March 14, 2025,
the Company granted
| March 14, | ||||
| 2025 | ||||
| Expected life (in years) |
|
|||
| Expected volatility |
|
% | ||
| Risk-free rate |
|
% | ||
| Dividend yield |
|
|||
As of
September 30, 2025
, there was $
As of
September 30, 2025
, the Company had
Restricted Stock Units
Under the terms of the 2021 Plan, we have issued restricted 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 with Time-Based RSUs, “ RSUs ”). Both types of RSU awards vest over a -year period from the grant date.
15. 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. |
Financial assets and liabilities measured at fair value on a recurring basis are classified in the categories described in the table below:
|
September 30, 2025 |
||||||||||||||||
|
(in thousands) |
||||||||||||||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
Assets |
||||||||||||||||
|
Cash Equivalents: |
||||||||||||||||
|
Certificates of deposit (1) |
$ |
|
$ | $ |
|
$ | ||||||||||
|
Money market funds |
|
|
|
|
||||||||||||
|
U.S. treasury bills |
|
|
|
|
||||||||||||
|
Prepaid expenses and other current assets: |
||||||||||||||||
|
Certificates of deposit (1) |
|
|
|
|
||||||||||||
|
Other assets: |
||||||||||||||||
|
Certificates of deposit (1) |
|
|
|
|
||||||||||||
|
Total |
$ |
|
$ | $ | $ | |||||||||||
|
Liabilities: |
||||||||||||||||
|
Accrued expenses and other current liabilities: |
||||||||||||||||
|
Mandatorily redeemable noncontrolling interest (2) |
$ |
|
$ |
|
$ | $ | ||||||||||
|
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
December 31, 2024 |
||||||||||||||||
|
(in thousands) |
||||||||||||||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
Assets |
||||||||||||||||
|
Cash Equivalents: |
||||||||||||||||
|
Certificates of deposit (1) |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Money market funds |
|
|
|
|
||||||||||||
|
U.S. treasury bills |
|
|
|
|
||||||||||||
|
Prepaid expenses and other current assets: |
||||||||||||||||
|
Certificates of deposit (1) |
|
|
|
|
||||||||||||
|
Other assets: |
||||||||||||||||
|
Certificates of deposit (1) |
|
|
|
|
||||||||||||
|
Notes receivables (3) |
|
|
|
|
||||||||||||
|
Total |
$ |
|
$ |
|
$ |
|
$ | |||||||||
|
Liabilities: |
||||||||||||||||
|
Other liabilities: |
||||||||||||||||
|
Warrant liabilities (4) |
$ | $ |
|
$ |
|
$ |
|
|||||||||
|
Total |
$ | $ |
|
$ |
|
$ |
|
|||||||||
( 1 ) The majority of certificates of deposit are foreign deposits.
( 2 ) The fair value of mandatorily redeemable noncontrolling interest is based on discounted redemption value using risk-free rates offered for similar financing with the same remaining maturities.
(
3
)
During
2023,
the Company extended a credit facility to LCP with a total commitment of up to $
( 4 ) Refer to “ Note 11 — Warrant Liabilities ” for further details.
The following tables summarize the Company’s available-for-sale securities measured at fair value as of September 30, 2025 and December 31, 2024 .
|
September 30, 2025 |
||||||||||||
|
(in thousands) |
||||||||||||
|
Amortized Cost |
Fair Value |
Gross Unrealized Gains |
||||||||||
|
U.S. treasury bills |
$ |
|
$ |
|
$ |
|
||||||
|
Total |
$ |
|
$ |
|
$ |
|
||||||
|
December 31, 2024 |
||||||||||||
|
(in thousands) |
||||||||||||
|
Amortized Cost |
Fair Value |
Gross Unrealized Losses |
||||||||||
|
U.S. treasury bills |
$ |
|
$ |
|
$ |
(
|
) | |||||
|
Total |
$ |
|
$ |
|
$ |
(
|
) | |||||
The contractual maturity of the available-for-sale securities held as of September 30, 2025 and December 31, 2024 was within one year.
16. Segment Information
The Company manages its business activities on a consolidated basis and operates in a 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 CODM assesses performance for the consolidated entity and decides how to allocate resources based on net income (loss) reported on the consolidated statements of income (loss). 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 the 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:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Revenue: |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Less: |
||||||||||||||||
|
People expenses |
|
|
|
|
||||||||||||
|
Stock-based compensation |
|
|
|
|
||||||||||||
|
Cloud and server hosting services expenses |
|
|
|
|
||||||||||||
|
Marketing expenses |
|
|
|
|
||||||||||||
|
Other segment items (1) |
|
|
|
|
||||||||||||
|
Net income (loss) |
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||
( 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.
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:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Revenue: |
||||||||||||||||
|
North America |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
EMEA |
|
|
|
|
||||||||||||
|
APAC |
|
|
|
|
||||||||||||
|
Total revenue |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
The following table sets forth revenue generated by countries which represent more than 10% of total consolidated revenue:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Revenue: |
||||||||||||||||
|
United States |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Germany |
|
|
|
|
||||||||||||
|
Singapore |
|
|
|
|
||||||||||||
17. Other Income (Expense), Net
Other income (expense), net is disaggregated as follows:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Change in value of earn-out and warrant liabilities |
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||
|
Interest income, net |
|
|
|
|
||||||||||||
|
Gain on securities (1) |
|
|
|
|
||||||||||||
|
Foreign currency exchange (loss) gain, net |
(
|
) |
|
(
|
) |
(
|
) | |||||||||
|
Other, net |
|
(
|
) |
|
(
|
) | ||||||||||
|
Other income (expense), net |
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||
( 1 ) Gain on securities consist of interest income from amortization of the discount arising at acquisition of U.S. treasury bills.
18. Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing total net income (loss) by the weighted average common shares outstanding for the period. In computing diluted net income (loss) per share, 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 and Company earn-outs.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands, except per share amounts) |
||||||||||||||||
|
Net income (loss) per share available to common stockholders, excluding sponsor earn-out stockholders |
||||||||||||||||
|
Numerator: |
||||||||||||||||
|
Net income (loss) |
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||
|
Net income attributable to Sponsor Earn-out Shares |
|
(
|
) |
|
|
|||||||||||
|
Net (income) loss attributable to noncontrolling interest |
|
(
|
) |
(
|
) |
|
||||||||||
|
Total net income (loss) available to common stockholders |
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||
|
Denominator: |
||||||||||||||||
|
Weighted average common shares outstanding |
|
|
|
|
||||||||||||
|
Effect of dilutive securities |
||||||||||||||||
|
Stock options |
|
|
|
|
||||||||||||
|
RSUs |
|
|
|
|
||||||||||||
|
Warrants |
|
|
|
|
||||||||||||
|
Weighted average diluted shares |
|
|
|
|
||||||||||||
|
Basic net income (loss) per share available to common stockholders, excluding sponsor earn-out stockholders |
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||
|
Diluted net income (loss) per share available to common stockholders, excluding sponsor earn-out stockholders |
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||
The below table includes the total potentially dilutive securities for the three and nine months ended September 30, 2025 and 2024 , which have been excluded from the computation of diluted net income (loss) per share as their effect is anti-dilutive:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Stock options |
|
|
|
|
||||||||||||
|
RSUs |
|
|
|
|
||||||||||||
|
Warrants |
|
|
|
|
||||||||||||
|
Earn-out shares |
|
|
|
|
||||||||||||
|
Total |
|
|
|
|
||||||||||||
19. Subsequent Events
No material subsequent events occurred since the date of the most recent balance sheet period reported.
ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Quarterly Report) (“ MD&A ”) summarizes (and is intended to help the reader understand) the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (our “ Annual Report ”) and our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report.
Third Quarter 2025 Business Highlights
|
▪ |
Total annual recurring revenue (“ ARR ”) increased 26% year-over-year to $390.0 million as of September 30, 2025; |
|
|
▪ |
Total revenue increased 24% year-over-year to $109.7 million for the three months ended September 30, 2025, 21% on a constant currency basis; | |
| ▪ | SaaS revenue increased 38% year-over-year to $84.0 million for the three months ended September 30, 2025, 35% on a constant currency basis; | |
| ▪ | Announced its listing on the Main Board of Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) under the symbol “AVP”, making AvePoint the first B2B SaaS stock to be listed on the SGX-ST and the first company to be dual listed on both Nasdaq and the SGX-ST. |
Overview
AvePoint empowers organizations of all sizes, industries, and regions with its 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.
In a world where data is sprawling across hybrid work environments and generative artificial intelligence (“ AI ”) technologies are rapidly emerging, AvePoint stands out with its platform-first strategy. By integrating features and solutions to optimize operations, AvePoint delivers more than basic security controls—it redefines how businesses manage their most sensitive data and critical assets. This holistic and automated approach enables organizations to secure the perimeter for sensitive data, strategically govern digital workspaces, and ensure compliance with evolving regulatory requirements.
Organizations today face a host of challenges that make a robust data management strategy indispensable, including:
|
■ |
Optimizing data for AI: As organizations modernize their data ecosystems, the complexities of leveraging generative AI technologies require proper governance, security, and lifecycle management. With AvePoint, companies can extract more value from complex datasets, make informed decisions, reduce workloads, and enhance customer experiences. |
|
|
■ |
Explosive data growth: The hybrid work model and SaaS proliferation have led to a surge in unstructured, sensitive data. AvePoint’s solutions tackle the sprawl with robust control and protection measures to manage this growth. | |
| ■ | A dangerous threat landscape and complex regulations: Companies are navigating increasing cyber threats and global regulatory demands. AvePoint ensures data is protected, secure, and compliant, helping mitigate financial, operational, and reputational risks. | |
| ■ | The need for automation: To monitor, govern, and respond to threats efficiently, organizations require streamlined, automated platforms that deliver rapid value. AvePoint’s automation layer integrates seamlessly to achieve this efficiency. |
Guided by its Beyond Secure philosophy, AvePoint goes beyond traditional boundaries to inspire trust, enabling organizations to focus on innovation while protecting against data breaches and unauthorized access. For over 20 years, AvePoint has continually innovated to provide solutions that meet the demands of modern data management, empowering businesses to overcome challenges and unlock new possibilities in an ever-evolving landscape.
Key Business Metric
Our management reviews the following key business metric to measure our performance, identify trends affecting our business, formulate business plans, make strategic decisions, and effectively allocate resources. We believe that both management and investors benefit from referring to this metric to evaluate progress against our growth strategies and gain additional transparency into performance trends.
|
September 30, |
||||||||
|
2025 |
2024 |
|||||||
|
Total ARR ($ in mil) |
$ | 390.0 | $ | 308.9 | ||||
|
Annual Recurring Revenue |
We believe ARR further enables measurement of our business performance, is an important metric for financial forecasting, and better enables us to make strategic business decisions. We calculate ARR as the annualized sum of contractually obligated Annual Contract Value (“ ACV ”) from SaaS, term license and support, and maintenance revenue sources from all active customers at the end of a reporting period.
As of September 30, 2025 and September 30, 2024, total ARR was $390.0 million and $308.9 million, respectively, representing growth of 26% year over year, both on a reported basis and when adjusted for FX.
Growth in ARR is driven by both new customer acquisitions and the expansion of existing customer relationships. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, and the active contracts used in calculating ARR may or may not be extended or renewed by our customers. |
Components of Results of Operations
|
Revenue |
We generate revenue from four primary sources: SaaS, term license and support, services, and maintenance. We consider SaaS, term license and support, and maintenance revenues to be recurring.
SaaS revenues are generated from our cloud-based solutions. Term license and support revenues are generated from the sales of on-premise or hybrid licenses, which include a distinct support component. Both SaaS and term license and support revenues are primarily billed annually. SaaS and term license and support are generally sold per user license or based upon the amount of data protected. SaaS revenue is recognized ratably over the term of the contract. For term license and support revenue, the license component 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 component is recognized ratably over the term of the contract.
Services revenue includes revenue generated from implementation, training, consulting, license customization and managed services. These revenues are recognized by applying a measure of progress, such as labor hours, to determine the percentage of completion of each contract. These offerings are not inherently recurring in nature and as such are subject to more period-to-period volatility than other elements of our business. Services revenue from managed services are recognized ratably or on a straight-line basis over the contract term.
Maintenance revenue is a result of selling on-going support for legacy perpetual licenses. It also includes recurring professional services such as technical account management. Maintenance revenue is recognized ratably over the term of the maintenance agreement, which is typically one year. |
|
|
Cost of Revenue |
Cost of SaaS and cost of term license and support consists of all direct costs to deliver and support our SaaS and term license and support products, including salaries, benefits, stock-based compensation and related expenses, overhead, third-party hosting fees related to our cloud services, and depreciation and amortization. We recognize these expenses as they are incurred. We expect that these costs will increase in absolute dollars but may fluctuate as a percentage of SaaS and term license and support revenue from period to period.
Cost of maintenance consists of all direct costs to support our legacy perpetual license products, including salaries, benefits, stock-based compensation and related expenses, overhead, and depreciation and amortization. We recognize these expenses as they are incurred. We expect that cost of maintenance revenue will decrease in absolute dollars as maintenance revenue declines but may fluctuate as a percentage of maintenance revenue.
Cost of services consists of salaries, benefits, stock-based compensation and related expenses for our services organization, overhead, technology necessary to service our customers, and depreciation and amortization. We recognize these expenses as they are incurred. |
|
|
Gross Profit and Gross Margin |
Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue.
Gross profit has been and will continue to be affected by various factors, including the mix of our revenue, the costs associated with third-party cloud-based hosting services for our cloud-based subscriptions, and the extent to which we expand our customer support and services organizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors but should increase in the long term as SaaS revenue continues to increase as a percentage of total revenue. |
|
|
Sales and Marketing |
Sales and marketing expenses consist primarily of personnel-related expenses for sales, marketing and customer success personnel, stock-based compensation expense, sales commissions, marketing programs, travel-related expenses, overhead costs, depreciation and amortization. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers. We plan to continue our investment in sales and marketing by hiring additional sales and marketing personnel, executing our go-to-market strategy globally, and building our brand awareness. |
|
General and Administrative |
General and administrative expenses consist primarily of personnel-related expenses for finance, legal and compliance, human resources, and IT personnel, as well as stock-based compensation expense, external professional services, overhead costs, other administrative functions, depreciation and amortization. |
|
|
Research and Development |
Research and development expenses consist primarily of personnel-related expenses incurred for our engineering and product and design teams, as well as stock-based compensation expense, overhead costs, depreciation and amortization. We have a geographically dispersed research and development presence in the United States, China, Singapore and Vietnam. We believe this provides a strategic advantage, allowing us to invest efficiently in both new product development and increasing our existing product capabilities. We believe delivering expanding product functionality is critical to enhancing the success of existing customers while new product development further reinforces our breadth of software solutions. |
|
|
Other Income (Expense), net |
Other Income (Expense), net consists primarily of realized gains/losses for securities, foreign currency remeasurement gains/losses, and fair value adjustments on earn-out and warrant liabilities. |
|
|
Income Taxes |
We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, administrative practices, principles, and interpretations in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions. The foreign jurisdictions in which we operate have different statutory tax rates than those of the United States. Accordingly, our effective tax rate could be affected by the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.
On July 4, 2025, the OBBBA was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements and will recognize the income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law. |
Results of Operations
The below period-to-period comparisons of operating results are not necessarily indicative of results for future periods.
Comparison of Three Months Ended September 30, 2025 and September 30, 2024
Revenue
The components of AvePoint’s revenue during the three months ended September 30, 2025 and 2024 were as follows:
|
Three Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Revenue: |
||||||||||||||||
|
SaaS |
$ | 83,982 | $ | 60,866 | $ | 23,116 | 38.0 | % | ||||||||
|
Term license and support |
11,143 | 14,140 | (2,997 | ) | (21.2 | )% | ||||||||||
|
Services |
13,766 | 10,810 | 2,956 | 27.3 | % | |||||||||||
|
Maintenance |
837 | 2,988 | (2,151 | ) | (72.0 | )% | ||||||||||
|
Total revenue |
$ | 109,728 | $ | 88,804 | $ | 20,924 | 23.6 | % | ||||||||
Total revenue increased 23.6% to $109.7 million for the three months ended September 30, 2025, primarily due to an increase in SaaS revenue, which increased 38.0% to $84.0 million, and represented 77% of total revenue, up from 69% of total revenue in the prior year. The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in term license and support and maintenance revenues. The growth in total revenue was also due to an increase in services revenue, which grew 27.3% to $13.8 million.
Services revenue is expected to fluctuate as the services generally are not recurring in nature. Additionally, maintenance revenue is expected to continue declining as we have shifted away from the sale of perpetual licenses and towards SaaS and term licenses. Without perpetual license sales, there will be limited opportunities to sell maintenance contracts to new customers. Existing customers have and will continue to transition to SaaS and term licenses, which will continue the decline in maintenance revenue.
Revenue by geographic region for the three months ended September 30, 2025 and 2024 was as follows:
|
Three Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
North America |
$ | 43,094 | $ | 37,648 | $ | 5,446 | 14.5 | % | ||||||||
|
EMEA |
35,454 | 26,298 | 9,156 | 34.8 | % | |||||||||||
|
APAC |
31,180 | 24,858 | 6,322 | 25.4 | % | |||||||||||
|
Total |
$ | 109,728 | $ | 88,804 | $ | 20,924 | 23.6 | % | ||||||||
For the three months ended September 30, 2025, North America revenue increased 14.5% to $43.1 million, driven by a 36.5%, or $9.6 million, increase in SaaS revenue, partially offset by a combined $4.2 million decrease in term license and support, services, and maintenance revenues. EMEA revenues increased 34.8% to $35.5 million, driven by a 42.2%, or $9.4 million, increase in SaaS revenue, partially offset by a combined $0.2 million net decrease in term license and support, services, and maintenance revenues. APAC revenues increased 25.4% to $31.2 million, primarily driven by a 33.5%, or $4.1 million, increase in SaaS revenue, a 34.2%, or $3.0 million, increase in services revenue, a 44.8%, or $1.0 million, increase in term license and support revenue, partially offset by a $1.8 million decrease in maintenance revenues.
On a constant currency basis, EMEA revenues increased 27.5%, while EMEA SaaS revenues increased 34.5%. On a constant currency basis, APAC revenues increased 24.5%, while APAC SaaS revenues increased 33.4%.
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.
We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.
Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
Cost of Revenue, Gross Profit, and Gross Margin
Cost of revenue, gross profit, and gross margin during the three months ended September 30, 2025 and 2024 were as follows:
|
Three Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Cost of revenue: |
||||||||||||||||
|
SaaS |
$ | 14,596 | $ | 10,624 | $ | 3,972 | 37.4 | % | ||||||||
|
Term license and support |
278 | 373 | (95 | ) | (25.5 | )% | ||||||||||
|
Services |
13,255 | 10,057 | 3,198 | 31.8 | % | |||||||||||
|
Maintenance |
16 | 167 | (151 | ) | (90.4 | )% | ||||||||||
|
Total cost of revenue |
$ | 28,145 | $ | 21,221 | $ | 6,924 | 32.6 | % | ||||||||
|
Gross profit |
81,583 | 67,583 | 14,000 | 20.7 | % | |||||||||||
|
Gross margin |
74.4 | % | 76.1 | % | — | — | ||||||||||
|
GAAP cost of revenue |
$ | 28,145 | $ | 21,221 | $ | 6,924 | 32.6 | % | ||||||||
|
Stock-based compensation expense |
(409 | ) | (530 | ) | 121 | (22.8 | )% | |||||||||
|
Amortization of acquired intangible assets |
(360 | ) | (242 | ) | (118 | ) | 48.8 | % | ||||||||
|
Non-GAAP cost of revenue |
$ | 27,376 | $ | 20,449 | $ | 6,927 | 33.9 | % | ||||||||
|
Non-GAAP gross profit |
82,352 | 68,355 | 13,997 | 20.5 | % | |||||||||||
|
Non-GAAP gross margin |
75.1 | % | 77.0 | % | — | — | ||||||||||
Cost of revenue increased 32.6% to $28.1 million for the three months ended September 30, 2025, primarily driven by a $3.5 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $2.7 million increase in personnel costs.
Operating Expenses
Sales and Marketing
Sales and marketing expenses during the three months ended September 30, 2025 and 2024 were as follows:
|
Three Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Sales and marketing |
$ | 35,593 | $ | 30,050 | $ | 5,543 | 18.4 | % | ||||||||
|
Percentage of revenue |
32.4 | % | 33.8 | % | — | — | ||||||||||
|
GAAP sales and marketing |
$ | 35,593 | $ | 30,050 | $ | 5,543 | 18.4 | % | ||||||||
|
Stock-based compensation expense |
(2,679 | ) | (2,186 | ) | (493 | ) | 22.6 | % | ||||||||
|
Amortization of acquired intangible assets |
(117 | ) | (120 | ) | 3 | (2.5 | )% | |||||||||
|
Non-GAAP sales and marketing |
$ | 32,797 | $ | 27,744 | $ | 5,053 | 18.2 | % | ||||||||
|
Non-GAAP percentage of revenue |
29.9 | % | 31.2 | % | — | — | ||||||||||
Sales and marketing expenses increased 18.4% to $35.6 million for the three months ended September 30, 2025, primarily driven by a $5.2 million increase in personnel costs.
General and Administrative
General and administrative expenses during the three months ended September 30, 2025 and 2024 were as follows:
|
Three Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
General and administrative |
$ | 23,925 | $ | 17,043 | $ | 6,882 | 40.4 | % | ||||||||
|
Percentage of revenue |
21.8 | % | 19.2 | % | — | — | ||||||||||
|
GAAP general and administrative |
$ | 23,925 | $ | 17,043 | $ | 6,882 | 40.4 | % | ||||||||
|
Stock-based compensation expense |
(5,515 | ) | (4,925 | ) | (590 | ) | 12.0 | % | ||||||||
|
Secondary listing costs |
(2,941 | ) | — | (2,941 | ) | 100.0 | % | |||||||||
|
Discontinuation of growth equity fund |
(1,917 | ) | — | (1,917 | ) | 100.0 | % | |||||||||
|
Non-GAAP general and administrative |
$ | 13,552 | $ | 12,118 | $ | 1,434 | 11.8 | % | ||||||||
|
Non-GAAP percentage of revenue |
12.4 | % | 13.6 | % | — | — | ||||||||||
General and administrative expenses increased 40.4% to $23.9 million for the three months ended September 30, 2025. The increase was primarily driven by $2.9 million of one-time costs related to the Company’s secondary listing on the SGX-ST, a $2.1 million increase in personnel costs, and $1.9 million of costs related to the discontinuation of the Company’s participation in A3 Ventures Fund 1, L.P. (the " Fund ").
Research and Development
Research and development expenses during the three months ended September 30, 2025 and 2024 were as follows:
|
Three Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Research and development |
$ | 13,936 | $ | 12,838 | $ | 1,098 | 8.6 | % | ||||||||
|
Percentage of revenue |
12.7 | % | 14.5 | % | — | — | ||||||||||
|
GAAP research and development |
$ | 13,936 | $ | 12,838 | $ | 1,098 | 8.6 | % | ||||||||
|
Stock-based compensation expense |
(2,075 | ) | (2,170 | ) | 95 | (4.4 | )% | |||||||||
|
Non-GAAP research and development |
$ | 11,861 | $ | 10,668 | $ | 1,193 | 11.2 | % | ||||||||
|
Non-GAAP percentage of revenue |
10.8 | % | 12.0 | % | — | — | ||||||||||
Income Tax Provision
Income tax expense during the three months ended September 30, 2025 and 2024 was as follows:
|
Three Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Income tax (benefit) expense |
$ | (210 | ) | $ | 183 | $ | (393 | ) | (214.8 | )% | ||||||
AvePoint’s income tax benefit for the three months ended September 30, 2025 was $0.2 million, as compared to a tax expense of $0.2 million for the three months ended September 30, 2024. The effective tax rate was (1.6)% for the three months ended September 30, 2025, compared to 5.9% for the three months ended September 30, 2024. The change in effective tax rates was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates, certain jurisdictions with separate tax expense calculated, impact of foreign inclusions, stock-based compensation, and changes in valuation allowance.
In assessing the need for a valuation allowance, the Company has considered all available positive and negative evidence including its historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences and ongoing tax planning strategies. If in the future, the Company determines it is more likely than not that deferred tax assets will not be realized, the Company may set up a valuation allowance, which may result in income tax expense in the Company’s condensed consolidated statements of income (loss) and condensed consolidated statements of comprehensive income (loss).
Comparison of Nine Months Ended September 30, 2025 and September 30, 2024
Revenue
The components of AvePoint’s revenue during the nine months ended September 30, 2025 and 2024 were as follows:
|
Nine Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Revenue: |
||||||||||||||||
|
SaaS |
$ | 230,241 | $ | 165,820 | $ | 64,421 | 38.8 | % | ||||||||
|
Term license and support |
31,255 | 35,128 | (3,873 | ) | (11.0 | )% | ||||||||||
|
Services |
39,189 | 31,808 | 7,381 | 23.2 | % | |||||||||||
|
Maintenance |
4,125 | 8,543 | (4,418 | ) | (51.7 | )% | ||||||||||
|
Total revenue |
$ | 304,810 | $ | 241,299 | $ | 63,511 | 26.3 | % | ||||||||
Total revenue increased 26.3% to $304.8 million for the nine months ended September 30, 2025, primarily due to an increase in SaaS revenue, which increased 38.8% to $230.2 million, and represented 76% of total revenue, up from 69% of total revenue in the prior year. The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in term license and support and maintenance revenues. The growth in total revenue was also due to an increase in services revenue, which grew 23.2% to $39.2 million.
Services revenue is expected to fluctuate as the services generally are not recurring in nature. Additionally, maintenance revenue is expected to continue declining as we have shifted away from the sale of perpetual licenses and towards SaaS and term licenses. Without perpetual license sales, there will be limited opportunities to sell maintenance contracts to new customers. Existing customers have and will continue to transition to SaaS and term licenses, which will continue the decline in maintenance revenue.
Revenue by geographic region for the nine months ended September 30, 2025 and 2024 was as follows:
|
Nine Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
North America |
$ | 119,117 | $ | 99,240 | $ | 19,877 | 20.0 | % | ||||||||
|
EMEA |
96,760 | 72,193 | 24,567 | 34.0 | % | |||||||||||
|
APAC |
88,933 | 69,866 | 19,067 | 27.3 | % | |||||||||||
|
Total |
$ | 304,810 | $ | 241,299 | $ | 63,511 | 26.3 | % | ||||||||
For the nine months ended September 30, 2025, North America revenue increased 20.0% to $119.1 million, driven by a 35.1%, or $25.6 million, increase in SaaS revenue, partially offset by a combined $5.7 million net decrease in term license and support, services, and maintenance revenues. EMEA revenues increased 34.0% to $96.8 million, driven by a 42.7%, or $25.6 million, increase in SaaS revenue, partially offset by a combined $1.1 million net decrease in term license and support, services and maintenance revenues. APAC revenues increased 27.3% to $88.9 million, primarily driven by a 40.1%, or $13.2 million, increase in SaaS revenue, a 26.7%, or $6.8 million, increase in services revenue, and a combined $1.0 million net decrease in term license and support, and maintenance revenues.
On a constant currency basis, EMEA revenues increased 30.1%, while EMEA SaaS revenues increased 38.4%. On a constant currency basis, APAC revenues increased 26.3%, while APAC SaaS revenues increased 40.0%.
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.
We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.
Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
Cost of Revenue, Gross Profit, and Gross Margin
Cost of revenue, gross profit, and gross margin during the nine months ended September 30, 2025 and 2024 were as follows:
|
Nine Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Cost of revenue: |
||||||||||||||||
|
SaaS |
$ | 41,156 | $ | 30,139 | $ | 11,017 | 36.6 | % | ||||||||
|
Term license and support |
1,074 | 1,202 | (128 | ) | (10.6 | )% | ||||||||||
|
Services |
35,973 | 28,777 | 7,196 | 25.0 | % | |||||||||||
|
Maintenance |
320 | 487 | (167 | ) | (34.3 | )% | ||||||||||
|
Total cost of revenue |
$ | 78,523 | $ | 60,605 | $ | 17,918 | 29.6 | % | ||||||||
|
Gross profit |
226,287 | 180,694 | 45,593 | 25.2 | % | |||||||||||
|
Gross margin |
74.2 | % | 74.9 | % | — | — | ||||||||||
|
GAAP cost of revenue |
$ | 78,523 | $ | 60,605 | $ | 17,918 | 29.6 | % | ||||||||
|
Stock-based compensation expense |
(1,150 | ) | (1,516 | ) | 366 | (24.1 | )% | |||||||||
|
Amortization of acquired intangible assets |
(1,092 | ) | (722 | ) | (370 | ) | 51.2 | % | ||||||||
|
Non-GAAP cost of revenue |
$ | 76,281 | $ | 58,367 | $ | 17,914 | 30.7 | % | ||||||||
|
Non-GAAP gross profit |
228,529 | 182,932 | 45,597 | 24.9 | % | |||||||||||
|
Non-GAAP gross margin |
75.0 | % | 75.8 | % | — | — | ||||||||||
Cost of revenue increased 29.6% to $78.5 million for the nine months ended September 30, 2025, primarily driven by a $8.4 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $7.4 million increase in personnel costs.
Operating Expenses
Sales and Marketing
Sales and marketing expenses during the nine months ended September 30, 2025 and 2024 were as follows:
|
Nine Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Sales and marketing |
$ | 105,888 | $ | 90,459 | $ | 15,429 | 17.1 | % | ||||||||
|
Percentage of revenue |
34.7 | % | 37.5 | % | — | — | ||||||||||
|
GAAP sales and marketing |
$ | 105,888 | $ | 90,459 | $ | 15,429 | 17.1 | % | ||||||||
|
Stock-based compensation expense |
(7,847 | ) | (6,684 | ) | (1,163 | ) | 17.4 | % | ||||||||
|
Amortization of acquired intangible assets |
(397 | ) | (342 | ) | (55 | ) | 16.1 | % | ||||||||
|
Non-GAAP sales and marketing |
$ | 97,644 | $ | 83,433 | $ | 14,211 | 17.0 | % | ||||||||
|
Non-GAAP percentage of revenue |
32.0 | % | 34.6 | % | — | — | ||||||||||
Sales and marketing expenses increased 17.1% to $105.9 million for the nine months ended September 30, 2025, primarily driven by a $12.3 million increase in personnel costs, and a $1.9 million increase in marketing spend.
General and Administrative
General and administrative expenses during the nine months ended September 30, 2025 and 2024 were as follows:
|
Nine Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
|
% | ||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
General and administrative |
$ | 62,304 | $ | 52,095 | $ | 10,209 | 19.6 | % | ||||||||
|
Percentage of revenue |
20.4 | % | 21.6 | % | — | — | ||||||||||
|
GAAP general and administrative |
$ | 62,304 | $ | 52,095 | $ | 10,209 | 19.6 | % | ||||||||
|
Stock-based compensation expense |
(15,849 | ) | (15,451 | ) | (398 | ) | 2.6 | % | ||||||||
|
Secondary listing costs |
(2,941 | ) | — | (2,941 | ) | 100.0 | % | |||||||||
|
Discontinuation of growth equity fund |
(1,917 | ) | — | (1,917 | ) | 100.0 | % | |||||||||
|
Non-GAAP general and administrative |
$ | 41,597 | $ | 36,644 | $ | 4,953 | 13.5 | % | ||||||||
|
Non-GAAP percentage of revenue |
13.6 | % | 15.2 | % | — | — | ||||||||||
General and administrative expenses increased 19.6% to $62.3 million for the nine months ended September 30, 2025. The increase was primarily driven by a $5.3 million increase in personnel costs and $2.9 million of one-time costs related to the Company’s secondary listing on the SGX-ST, and $1.9 million of costs related to the discontinuation of the Company’s participation in the Fund.
Research and Development
Research and development expenses during the nine months ended September 30, 2025 and 2024 were as follows:
|
Nine Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Research and development |
$ | 39,585 | $ | 35,827 | $ | 3,758 | 10.5 | % | ||||||||
|
Percentage of revenue |
13.0 | % | 14.8 | % | — | — | ||||||||||
|
GAAP research and development |
$ | 39,585 | $ | 35,827 | $ | 3,758 | 10.5 | % | ||||||||
|
Stock-based compensation expense |
(6,595 | ) | (6,156 | ) | (439 | ) | 7.1 | % | ||||||||
|
Non-GAAP research and development |
$ | 32,990 | $ | 29,671 | $ | 3,319 | 11.2 | % | ||||||||
|
Non-GAAP percentage of revenue |
10.8 | % | 12.3 | % | — | — | ||||||||||
Income Tax Provision
Income tax expense during the nine months ended September 30, 2025 and 2024 was as follows:
|
Nine Months Ended |
||||||||||||||||
|
September 30, |
Change |
|||||||||||||||
|
2025 |
2024 |
Amount |
% |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Income tax expense |
$ | 5,058 | $ | 6,170 | $ | (1,112 | ) | (18.0 | )% | |||||||
AvePoint’s income tax expense for the nine months ended September 30, 2025 was $5.1 million, compared to $6.2 million for the nine months ended September 30, 2024. The effective tax rate was 20.6% for the nine months ended September 30, 2025, compared to (106.5)% for the nine months ended September 30, 2024. The change in effective tax rates was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates, the impact of foreign inclusions, stock-based compensation, and changes in valuation allowance.
In assessing the need for a valuation allowance, the Company has considered all available positive and negative evidence including its historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences and ongoing tax planning strategies. If in the future, the Company determines it is more likely than not that deferred tax assets will not be realized, the Company may set up a valuation allowance, which may result in income tax expense in the Company’s condensed consolidated statements of income (loss) and condensed consolidated statements of comprehensive income (loss).
Non-GAAP Operating Income and Non-GAAP Operating Margin
The following table presents a reconciliation of non-GAAP operating income from the most comparable GAAP measure, operating income, for the periods presented:
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
|
September 30, |
September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
GAAP operating income |
$ | 8,129 | $ | 7,652 | $ | 18,510 | $ | 2,313 | ||||||||
|
GAAP operating margin |
7.4 | % | 8.6 | % | 6.1 | % | 1.0 | % | ||||||||
|
Add: |
||||||||||||||||
|
Stock-based compensation |
10,678 | 9,811 | 31,441 | 29,807 | ||||||||||||
|
Amortization of acquired intangible assets |
477 | 362 | 1,489 | 1,064 | ||||||||||||
|
Secondary listing costs |
2,941 | — | 2,941 | — | ||||||||||||
|
Discontinuation of growth equity fund |
1,917 | — | 1,917 | — | ||||||||||||
|
Non-GAAP operating income |
$ | 24,142 | $ | 17,825 | $ | 56,298 | $ | 33,184 | ||||||||
|
Non-GAAP operating margin |
22.0 | % | 20.1 | % | 18.5 | % | 13.8 | % | ||||||||
Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance. We define non-GAAP operating income as GAAP operating income (loss) plus stock-based compensation and the amortization of acquired intangible assets and expenses related to the secondary listing on the SGX-ST and the discontinuation of the Company's participation in the Fund. We define non-GAAP operating margin as non-GAAP operating income divided by revenue. We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics eliminate the effects of stock-based compensation, which has had historical volatility from period to period due to mark-to-market securities, and of acquired intangible assets, which are unrelated to current operations and are neither comparable to the prior period nor predictive of future results. The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, provides a better representation as to the overall operating performance of the Company. We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to our peers, (b) to set and approve spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, and (e) to assess financial discipline over operational expenditures.
GAAP operating margin for the three months ended September 30, 2025 and 2024 was 7.4% and 8.6%, respectively. Non-GAAP operating margin for the three months ended September 30, 2025 and 2024 was 22.0% and 20.1%, respectively. The increase in non-GAAP operating margin was primarily attributable to the Company’s enhanced focus on expense management and continued scaling of the Company’s channel partner strategy.
GAAP operating margin for the nine months ended September 30, 2025 and 2024 was 6.1% and 1.0%, respectively. Non-GAAP operating margin for the nine months ended September 30, 2025 and 2024 was 18.5% and 13.8%, respectively. The increase in non-GAAP operating margin was primarily attributable to the Company’s enhanced focus on expense management and continued scaling of the Company’s channel partner strategy.
Liquidity and Capital Resources
As of September 30, 2025, we had $471.6 million in cash and cash equivalents and no outstanding debt.
Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation. In addition, we extended a credit facility with a remaining commitment of $1.5 million, and committed $50.0 million to a growth equity fund. We also have letters of credit issued in the amount of $1.1 million as security for operating leases, and $5.8 million as security for customer contingency agreements. Our long-term capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives, and the timing of new product introductions. See “ Note 10 – Commitments and Contingencies ” in Part I, Item 1 “ Financial Statements ” of this Quarterly Report on Form 10-Q for more information regarding the purchase commitments.
We also maintain a loan and security agreement (the “ Loan Agreement ”), dated November 3, 2023, 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 we may draw upon at our 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 equal to 0.5%. The line will mature on November 3, 2026. We are 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. Pursuant to the Loan Agreement, we pledged, assigned and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and assets as security for our obligations under the Loan Agreement. As of September 30, 2025, we are compliant with all covenants and had no borrowings outstanding under the Loan Agreement.
We believe that our existing cash and cash equivalents, our cash flows from operating activities, and our borrowing capacity under our Loan Agreement will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. In the future, we may attempt to raise additional capital through equity or debt financing. The sale of additional equity would be dilutive to our stockholders. Additional debt financing could result in increased debt service obligations and more restrictive financial and operational covenants.
Cash Flows
The following table sets forth a summary of AvePoint’s cash flows for the periods indicated.
|
Nine Months Ended |
||||||||
|
September 30, |
||||||||
|
2025 |
2024 |
|||||||
| (in thousands) | ||||||||
|
Net cash provided by operating activities |
$ | 55,598 | $ | 56,134 | ||||
|
Net cash used in investing activities |
(31,189 | ) | (1,369 | ) | ||||
|
Net cash provided by (used in) financing activities |
155,456 | (28,218 | ) | |||||
Operating Activities
Net cash provided by operating activities for the nine months ended September 30, 2025 was $55.6 million, reflecting AvePoint’s net income of $19.5 million, adjusted for non-cash items of $46.9 million and net cash outflows of $10.8 million from changes in operating assets and liabilities. The primary drivers of non-cash items were stock-based compensation and foreign currency remeasurement losses. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices, offset by an increase in prepaid expenses and other current assets primarily related to prepaid software maintenance and subscription, an increase in deferred revenue, offset by a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes.
Net cash provided by operating activities for the nine months ended September 30, 2024 was $56.1 million, reflecting AvePoint’s net loss of $12.0 million, adjusted for non-cash items of $51.5 million and net cash inflows of $16.6 million from changes in operating assets and liabilities. The primary drivers of non-cash items were stock-based compensation and an increase in the mark to market value of earn-out and warranty liabilities. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to timing of customer invoices and an increase in prepaid expenses and other current assets primarily related to prepaid software maintenance and subscription, an increase in deferred revenue and an increase in accrued expenses primarily due to income tax payable.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 was $31.2 million. It primarily consisted of $14.9 million of cash paid in business acquisitions, $12.1 million to repurchase the noncontrolling interest in MaivenPoint Pte. Ltd., $3.0 million of purchases of property and equipment, and $1.2 million from the capitalization of internal use software.
Net cash used in investing activities for the nine months ended September 30, 2024 was $1.4 million. It primarily consisted of $2.3 million of purchases of property and equipment, $1.5 million issuance of notes receivables, and $0.9 million from the capitalization of internal use software, offset by $3.5 million release of certificates of deposits that replaced by a sublimit of our line of credit.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was $155.5 million, primarily consisting of $168.2 million of proceeds from the exercises of warrants, $8.5 million of proceeds from the exercise of stock options and $6.1 million of funds held on behalf of others, partially offset by $27.3 million in repurchases of common stock under the previously announced Share Repurchase Program that authorizes us to repurchase up to $150 million of our common shares (the “ Share Repurchase Program ”).
Net cash used in financing activities for the nine months ended September 30, 2024 was $28.2 million, primarily consisting of $21.7 million in repurchases of common stock under the Share Repurchase Program, $6.1 million in redemption of the redeemable noncontrolling interest of MaivenPoint, and $4.0 million in the purchase of our public warrants, partially offset by $3.6 million of proceeds from the exercise of stock options.
Indebtedness
Credit Facility
We maintain a line of credit under the Loan Agreement with HSBC, as lender. See “ Note 7 - Line of Credit ” in Part I, Item 1 “ Financial Statements ” of this Quarterly Report on Form 10-Q.
The Loan Agreement provides for a revolving line of credit of up to $30.0 million and an additional $20.0 million accordion feature for additional capital we may draw upon at our request. Borrowings under the line currently bear 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%. Any proceeds of borrowings under the Loan Agreement will be used for general corporate purposes.
On a consolidated basis with our subsidiaries, we are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. Pursuant to the Loan Agreement, we pledged, assigned, and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and certain assets as security for our obligations under the Loan Agreement. Our line of credit under the Loan Agreement will mature on November 3, 2026.
To date, we are in compliance with all covenants under the Loan Agreement. We have not at any time borrowed under the Loan Agreement. The description of the Loan Agreement is qualified in its entirety by the full text of the form of such agreement, a copy of which is referenced as an exhibit to our Annual Report.
Leasing Activities
We are obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2030. As of September 30, 2025, the commitments related to these operating leases is $20.7 million, of which $8.4 million is due in the next twelve months.
Operating Segment Information
We operate in one segment. Our products and services are sold throughout the world, through direct and indirect sales channels. Our chief operating decision maker (the “ CODM ”) is our Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation or profitability by product or geography. See the section titled “ Notes to Condensed Consolidated Financial Statements ” (Part I, Item 1 of this Quarterly Report) under the sub-heading “ Note 16 – Segment Information ” for more information.
Critical Accounting Policies and Estimates
Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that our management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
While our significant accounting policies are described in more detail in the section titled “ Notes to Condensed Consolidated Financial Statements ” (Part I, Item 1 of this Quarterly Report), we believe the following critical accounting policies and estimates are most important to understanding and evaluating our reported financial results.
Revenue Recognition
We derive revenue from four primary sources: SaaS, term license and support, services, and maintenance. Many of our contracts with customers include multiple performance obligations. Judgement is required in determining whether each performance obligation is distinct. Our products and services generally do not require a significant amount of integration or interdependency; therefore, our 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.
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 renewals 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.
Economic Conditions, Challenges, and Risks
The markets for software and cloud-based services are dynamic and highly competitive. Our competitors are developing new software while also deploying competing cloud-based services for consumers and businesses. Customer preferences evolve rapidly, and choices in hardware, products, and devices can and do influence how users access services in the cloud, and in some cases, the user’s choice of which suite of cloud-based services to use. We must continue to evolve and adapt to keep pace with this changing environment. The investments we are making in infrastructure, research and development, marketing, and geographic expansion will continue to increase our operating costs and may decrease our operating margins.
Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one’s career across many different products and businesses, and competitive compensation and benefits.
Additionally, the demand for our software and services is correlated to global macroeconomic and geopolitical factors, which remain dynamic and where the outcomes and consequences are not possible to predict, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These in turn could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.
Our international operations provide a significant portion of our total revenues and expenses. Many of these revenues and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Refer to the section titled “ Risk Factors ” (Part I, Item 1A of our Annual Report) for a discussion of these factors and other risks.
Seasonality
Our quarterly revenue fluctuates and does not necessarily grow sequentially when measuring any one fiscal quarter’s revenue against another. Historically, our first quarter has been our lowest revenue quarter and the fourth quarter has been our highest revenue quarter, however those results are not necessarily indicative of future quarterly revenue or full year results. Additionally, the timing of new product and service introductions can significantly impact revenue. Lastly, the mix of revenues in any given quarter can cause fluctuations in our reported results, due to differing revenue recognition principles.
Recently Issued and Adopted Accounting Pronouncements
For information about recent accounting pronouncements, see “ Note 2 - Summary of Significant Accounting Policies ” in Part I, Item 1 “ Financial Statements ” of this Quarterly Report on Form 10-Q.
Part I
Item 3
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Interest Rate Risk
We had cash and cash equivalents, marketable securities, and short-term deposits of $472.0 million as of September 30, 2025, which we hold for working capital purposes. Our cash and cash equivalents are held in cash deposits and money market funds. Due to the short-term nature of these instruments, we do not believe that we have any material exposure to changes in the fair value of our investment portfolio due to changes in interest rates. Declines in interest rates, however, would reduce our future interest income. The effect of a hypothetical 10% change in interest rates would not have a material negative impact on our condensed consolidated financial statements. As of September 30, 2025, we had no outstanding obligations under our line of credit with HSBC under the Loan Agreement. To the extent we enter into other long-term debt arrangements in the future, we would be subject to fluctuations in interest rates which could have a material impact on our future financial condition and results of operation.
Foreign Currency Exchange Risk
We have foreign currency risks related to our revenue denominated in currencies other than the U.S. Dollar, primarily consisting of the Euro, the Singapore Dollar, the Japanese Yen, the Australian Dollar and the British Pound Sterling. Our revenues therefore benefit from a weakening of the U.S. Dollar relative to these currencies and, conversely, are adversely affected by a strengthening of the U.S. Dollar relative to these currencies.
We also have foreign currency risks related to operating expenses denominated in a number of currencies other than the U.S. Dollar. Our expenses are therefore adversely affected from a weakening of the U.S. Dollar relative to these currencies and, conversely, benefit by a strengthening of the U.S. Dollar relative to these currencies.
Revenues denominated in the U.S. Dollar as a percentage of total revenues were approximately 36% for the three months ended September 30, 2025. Expenses denominated in the U.S. Dollar as a percentage of total expenses were approximately 52% for the three months ended September 30, 2025.
A hypothetical 10% increase in the U.S. Dollar against other currencies would have resulted in a decrease in income from operations of approximately $2.1 million for the three months ended September 30, 2025. This analysis disregards that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.
Concentration of Credit Risk
We deposit our cash with financial institutions, and, at times, such balances may exceed federally insured limits.
Part I
Item 4
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer (in his capacity as “ Principal Executive Officer ”) and our Chief Financial Officer (in his capacity as “ Principal Financial and Accounting Officer ”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.
As such, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our condensed consolidated financial statements included in this report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“ GAAP ”).
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II
Items 1 and 1A
In the normal course of our business, we may be involved in various claims, negotiations, and legal actions. Except for such claims that arise in the normal course of business, as of and for the fiscal quarter ended September 30, 2025, we are not a party to any material asserted, ongoing, threatened, or pending claims, suits, assessments, proceedings, or other litigation.
Refer to the information under the section titled “ Risk Factors ” of our Annual Report (Part I, Item 1A of our Annual Report) for information regarding the potential legal and regulatory risks (including potential legal proceedings and litigation) in which we may become involved.
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “ Risk Factors ” in our Annual Report and Part II, Item 1A “ Risk Factors ” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (“ Q1 2025 10-Q ” ), which risks and uncertainties could affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. Other than the risk factor set below, there have been no material changes to the risk factors previously disclosed in our Annual Report and Q1 2025 10-Q. We urge you to read the risk factors in our Annual Report and Q1 2025 10-Q.
Transfer between our common stock traded on the SGX-ST and our common stock traded on Nasdaq may adversely affect the liquidity and/or trading price of each other.
Our common stock is currently traded on Nasdaq and the SGX-ST. Subject to compliance with U.S. securities laws and procedures of The Central Depository (Pte) Limited (“ CDP ”) holders of our common stock may use CDP’s procedures for cross border securities transfers via The Depository Trust Company to transfer common stock traded on the SGX-ST to Nasdaq. Any holder of common stock traded on Nasdaq may also transfer such interests for trading on the SGX-ST. In the event that a substantial number of shares of common stock are exchanged, the liquidity and trading price of our common stock on the SGX-ST and common stock on Nasdaq may be adversely affected.
The time required for the transfer between our common stock traded on the SGX-ST and our common stock traded on Nasdaq might be longer than expected and investors might not be able to settle or effect any sale of their securities during this period, and the transfer involves costs.
There is no direct trading or settlement between Nasdaq and the SGX-ST. CDP both acts as central depositary for the SGX-ST and is a DTC participant and facilitates settlement between the two markets via its procedures for cross border securities transfers via DTC. In addition, the time differences between Singapore and New York, unforeseen market circumstances, temporary closure of the facilities offered by CDP for cross border securities transfers via DTC, the procedures of a stockholder’s brokers in Singapore and/or the United States or other factors may delay the transfer of common stock from trading on the SGX-ST to Nasdaq (and vice versa). Investors will be prevented from settling or effecting the sale of their securities during such periods of delay. In addition, there is no assurance that any transfer of common stock from trading on the SGX-ST to Nasdaq (and vice versa) will be completed in accordance with the timelines that stockholders may anticipate. Furthermore, CDP and other DTC participants are entitled to charge holders fees for cross border securities transfers via DTC. Brokers in Singapore and/or the United States may charge additional fees. As a result, stockholders who transfer common stock from trading on the SGX-ST to Nasdaq (and vice versa) may not achieve the level of economic return the stockholders may anticipate.
Part II
Items 2, 3 and 4
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
During the three months ended September 30, 2025, we did not issue any shares of our common stock or any other equity securities without registration under the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities
On March 17, 2022, we announced that our Board of Directors authorized the Share Repurchase Program for us to buy back shares of our common stock for a period of three years from the date of authorization. On February 25, 2025, the Company’s Board of Directors renewed the Share Repurchase Program for an additional three years from the date of renewal. Under the Share Repurchase Program, we have the authority to buy up to $150 million of our common stock shares via acquisitions in the open market or privately negotiated transactions. Purchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1. Purchases made pursuant to the Share Repurchase Program will be conducted in compliance with all applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy. We are not obligated to make purchases of, nor are we obligated to acquire any particular amount of, our common stock under the Share Repurchase Program. The Share Repurchase Program may be suspended or discontinued at any time.
The following table presents information with respect to common stock shares repurchased under the Share Repurchase Program during the three months ended September 30, 2025:
|
Period |
Total number of shares purchased (1) |
Average price paid per share (2) |
Total number of shares purchased as part of the Share Repurchase Program |
Approximate dollar value of shares that may yet be purchased under the Share Repurchase Program (3) |
|
July 1, 2025 - July 31, 2025 |
2,691 |
$18.6061 |
2,691 |
$131,270,205 |
|
August 1, 2025 - August 31, 2025 |
136,492 |
$15.4363 |
136,492 |
$129,163,274 |
|
September 1, 2025 - September 30, 2025 |
388,949 |
$15.9360 |
388,949 |
$122,964,981 |
(1) All shares reported herein, including shares repurchased to satisfy employee taxes on vesting RSUs, were purchased pursuant to the publicly announced Share Repurchase Program.
(2) Average price paid per share includes costs associated with the repurchases and excludes the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022.
(3) The maximum remaining dollar value of shares that may yet be purchased under the Share Repurchase Program is reduced by the aggregate price paid for share purchases in addition to any fees, commissions, or other costs that may arise as a result of the purchase.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Part II
Item 5
Rule 10b5 - 1 Plan Election
During the quarter ended September 30, 2025, no director or officer of the Company, adopted or terminated a “Rule - 1 trading arrangement,” or “non-Rule - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
Part II
Item 6
The following exhibits are filed as part of, furnished with, or incorporated by reference into, this Quarterly Report on Form 10-Q, in each case as indicated therein.
Exhibit Index
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Incorporated by Reference |
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Exhibit
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Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date |
Filed Herewith | ||||||
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31.1 |
X | |||||||||||
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31.2 |
X | |||||||||||
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32.1** |
X | |||||||||||
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32.2** |
X | |||||||||||
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101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
X | ||||||||||
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
X | ||||||||||
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
X | ||||||||||
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
X | ||||||||||
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101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document. |
X | ||||||||||
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
X | ||||||||||
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104.1 |
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101). |
X | ||||||||||
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** |
Furnished herewith. Any exhibit furnished herewith (including the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto) are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AVEPOINT, INC. | ||
|
Date: November 6, 2025 |
/s/ Tianyi Jiang |
|
|
Name: |
Tianyi Jiang |
|
|
Title: |
Chief Executive Officer (Principal Executive Officer) |
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| Date: November 6, 2025 |
/s/ James Caci |
|
|
Name: |
James Caci |
|
|
Title: |
Chief Financial Officer (Principal Financial and Accounting Officer) |
|