UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2021
AvePoint, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
001-39048 |
83-4461709 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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525 Washington Blvd, Suite 1400 Jersey City, NJ (Address of principal executive offices) |
07310 (Zip Code) |
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Registrant’s telephone number, including area code: (201) 793-1111
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
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Common Stock, par value $0.0001 per share |
AVPT |
The Nasdaq Global Select Market |
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Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
AVPTW |
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02 |
Results of Operations and Financial Condition. |
On August 10, 2021, AvePoint, Inc. issued a press release (the “AvePoint PR”) announcing its financial results for the fiscal quarter ended June 30, 2021. The AvePoint PR is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information under Item 2.02 in this Current Report on Form 8-K, and the related information in the exhibit attached hereto as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
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Incorporated by Reference |
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Exhibit
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Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date |
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99.1** |
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** Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AvePoint, Inc. |
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Dated: August 10, 2021 |
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By: |
/s/ Brian Michael Brown | |||||
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Brian Michael Brown |
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Chief Operating Officer, General Counsel, and Secretary |
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AvePoint, Inc. |
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Dated: August 10, 2021 |
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By: |
/s/ Sophia Wu | |||||
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Sophia Wu |
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Chief Financial Officer |
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Exhibit 99.1
AvePoint Announces Second Quarter 2021 Financial Results
JERSEY CITY, NJ - August 10, 2021 – AvePoint, Inc. (NASDAQ: AVPT), the largest data management solutions provider for Microsoft 365, today announced financial results for the second quarter ended June 30, 2021.
“In the second quarter we delivered record results, with revenue of $45.3 million, up 38% year-over-year, driven by the continued growth of Microsoft Teams and strong adoption of our collaboration security technologies,” said Dr. Tianyi Jiang (TJ), CEO and Co-Founder of AvePoint. “With the investments we are making across our go-to-market organization, including sales, customer success and channel, we aim to increase our market share of the Microsoft 365 user base, boost our customer retention rate and continue our strong growth in the SMB market via our channel partners.”
Second Quarter 2021 Financial Results
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● |
Total Revenue of $45.3 million, up 38% year-over-year |
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● |
Total ARR1 of $139.0 million as of June 30, 2021, up 33% year-over-year |
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● |
SaaS Revenue of $20.6 million, up 76% year-over-year |
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● |
GAAP Operating Loss of $11.2 million; GAAP Operating Margin of (24.7%) |
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● |
Non-GAAP Operating Income of $3.3 million; Non-GAAP Operating Margin of 7.3% |
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● |
GAAP net loss attributable to AvePoint, Inc. of $11.6 million or $0.98 per share |
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● |
Cash and Cash Equivalents of approximately $66.3 million as of June 30, 2021 |
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● |
Net proceeds of $204.5 million from business combination which closed on July 1st, subsequent to second quarter end |
Second Quarter 2021 Key Highlights
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● |
The AvePoint SaaS cloud platform, AvePoint Online Services, achieved FedRAMP Authorization signifying its SaaS solutions are approved for use across all United States federal agencies at the moderate impact level. The platform was also assessed against the Information Security Registered Assessors Program (IRAP), which ensures compliance with information security and requirements as mandated by the Australian Government |
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● |
AvePoint released its Salesforce Cloud Backup for managed service providers (MSPs) across 36 countries and via 58 distributor app marketplaces |
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● |
APAC’s leading distributor of cloud solutions and services, rhipe, now offers AvePoint solutions to its managed service provider (MSP) customers |
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● |
Continued expansion in user base with more than 8 million cloud users |
Financial Outlook
For the third quarter of 2021, AvePoint currently expects:
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● |
Total revenues between $51.5 and $53.5 million |
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● |
Non-GAAP operating income between $1.7 and $3.2 million |
For the full year ending December 31, 2021, AvePoint currently expects:
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● |
Total revenues between $192.0 and $196.0 million |
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● |
Non-GAAP operating income between $4.7 and $7.7 million |
Conference Call
AvePoint will host a conference call today on August 10, 2021 to review its second quarter 2021 financial results and to discuss its financial outlook. The call is scheduled to begin at 4:30pm Eastern Time. Investors are invited to join the webcast by visiting https://ir.avepoint.com/events. The webcast will be available live, and a replay will be available following the completion of the live broadcast for approximately 90 days.
About AvePoint
Collaborate with confidence. AvePoint is the largest Microsoft 365 data management solutions provider, offering a full suite of SaaS solutions to migrate, manage and protect data. More than 8 million cloud users rely on our solutions. Our SaaS solutions are also available to managed service providers via more than 100 cloud marketplaces, so they can better support and manage their small and mid-sized business customers. Founded in 2001, AvePoint is a five-time Global Microsoft Partner of the Year and headquartered in Jersey City, New Jersey. For more information, visit https://www.avepoint.com.
Non-GAAP Financial Measures
To supplement AvePoint’s consolidated financial statements presented in accordance with GAAP, the company uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses (including percentage of revenue figures), non-GAAP operating income and non-GAAP operating margin. In order for AvePoint’s investors to be better able to compare its current results with those of previous periods, the company has included a reconciliation of GAAP to non-GAAP financial measures at the end of this press release. These reconciliations adjust the related GAAP financial measures to exclude stock-based compensation expense. AvePoint believes the presentation of its non-GAAP financial measures enhances the user’s overall understanding of its historical financial performance. The presentation of AvePoint’s non-GAAP financial measures is not meant to be considered in isolation or as a substitute for its financial results prepared in accordance with GAAP, and AvePoint’s non-GAAP measures may be different from non-GAAP measures used by other companies.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws including statements the future performance of and market opportunities for AvePoint. 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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: changes in the competitive and regulated industries in which AvePoint operates, variations in operating performance across competitors, changes in laws and regulations affecting AvePoint's business and changes in AvePoint’s ability to implement business plans, forecasts, and to identify and realize additional opportunities, and the risk of downturns in the market and the technology industry. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the registration statement on Form S-4 and other documents filed by AvePoint from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and AvePoint does not assume any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. AvePoint does not gives any assurance that it will achieve its expectations.
Investor Contacts:
AvePoint, Inc.
Erica Mannion
Sapphire Investor Relations, LLC.
ir@avepoint.com
617-542-6180
AvePoint Operations, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
|
For the Three Months Ended |
For the Six Months Ended |
|||||||||||||||
|
June 30, |
June 30, |
|||||||||||||||
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2021 |
2020 |
2021 |
2020 |
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Revenue: |
||||||||||||||||
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SaaS |
$ | 20,586 | $ | 11,699 | $ | 38,845 | $ | 21,942 | ||||||||
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Term license and support |
11,088 | 7,357 | 19,815 | 15,101 | ||||||||||||
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Services |
7,302 | 7,724 | 13,218 | 15,303 | ||||||||||||
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Maintenance and OEM |
5,458 | 5,776 | 10,867 | 11,781 | ||||||||||||
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Perpetual license |
910 | 400 | 1,399 | 1,490 | ||||||||||||
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Total revenue |
45,344 | 32,956 | 84,144 | 65,617 | ||||||||||||
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Cost of revenue: |
||||||||||||||||
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SaaS |
4,564 | 2,543 | 9,004 | 5,057 | ||||||||||||
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Term license and support |
230 | 348 | 503 | 820 | ||||||||||||
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Services |
6,508 | 5,877 | 12,093 | 12,889 | ||||||||||||
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Maintenance and OEM |
418 | 305 | 898 | 674 | ||||||||||||
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Total cost of revenue |
11,720 | 9,073 | 22,498 | 19,440 | ||||||||||||
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Gross profit |
33,624 | 23,883 | 61,646 | 46,177 | ||||||||||||
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Operating expenses: |
||||||||||||||||
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Sales and marketing |
29,001 | 14,010 | 48,302 | 28,051 | ||||||||||||
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General and administrative |
11,664 | 5,291 | 21,956 | 10,449 | ||||||||||||
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Research and development |
3,883 | 2,863 | 7,985 | 5,757 | ||||||||||||
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Depreciation and amortization |
279 | 268 | 537 | 541 | ||||||||||||
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Total operating expenses |
44,827 | 22,432 | 78,780 | 44,798 | ||||||||||||
|
Income (loss) from operations |
(11,203 |
) |
1,451 | (17,134 |
) |
1,379 | ||||||||||
|
Interest income, net |
11 | 5 | 24 | 9 | ||||||||||||
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Other income (expense), net |
62 | 439 | (1 |
) |
(389 |
) |
||||||||||
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Income (loss) before income taxes |
(11,130 |
) |
1,895 | (17,111 |
) |
999 | ||||||||||
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Income tax benefit |
(73 |
) |
(6,149 |
) |
(1,112 |
) |
(6,316 |
) |
||||||||
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Net income (loss) |
$ | (11,057 |
) |
$ | 8,044 | $ | (15,999 |
) |
$ | 7,315 | ||||||
|
Net income attributable to redeemable noncontrolling interest |
(499 |
) |
— | (896 |
) |
— | ||||||||||
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Net income (loss) attributable to AvePoint Operations, Inc. |
$ | (11,556 |
) |
$ | 8,044 | $ | (16,895 |
) |
$ | 7,315 | ||||||
|
Deemed dividends on preferred stock |
(24,742 |
) |
(8,063 |
) |
(33,536 |
) |
(15,798 |
) |
||||||||
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Net loss available to common shareholders |
$ | (36,298 |
) |
$ | (19 |
) |
$ | (50,431 |
) |
$ | (8,483 |
) |
||||
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Net loss per share of common stock, basic and diluted |
$ | (3.09 |
) |
$ | (0.00 |
) |
$ | (4.32 |
) |
$ | (0.87 |
) |
||||
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Weighted average of shares used in computing net loss per share of common stock, basic and diluted |
11,732 | 9,793 | 11,663 | 9,750 | ||||||||||||
AvePoint Operations, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
|
June 30, |
December 31, |
|||||||
|
2021 |
2020 |
|||||||
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Assets |
||||||||
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Current assets |
||||||||
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Cash and cash equivalents |
$ | 66,338 | $ | 69,112 | ||||
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Short-term investments |
1,408 | 992 | ||||||
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Accounts receivable, net of allowance of $1,030 and $1,767 at June 30, 2021 and December 31, 2020, respectively |
44,753 | 48,250 | ||||||
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Prepaid expenses and other current assets |
4,319 | 2,343 | ||||||
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Total current assets |
116,818 | 120,697 | ||||||
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Property and equipment, net |
3,039 | 2,663 | ||||||
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Deferred contract costs |
33,781 | 31,943 | ||||||
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Long-term unbilled receivables |
6,440 | 5,499 | ||||||
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Other assets |
12,238 | 8,252 | ||||||
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Total assets |
$ | 172,316 | $ | 169,054 | ||||
|
Liabilities, mezzanine equity, and stockholders’ deficiency |
||||||||
|
Current liabilities: |
||||||||
|
Accounts payable |
$ | 520 | $ | 774 | ||||
|
Accrued expenses and other liabilities |
22,115 | 26,245 | ||||||
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Current portion of deferred revenue |
68,974 | 65,203 | ||||||
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Total current liabilities |
91,609 | 92,222 | ||||||
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Long-term portion of deferred revenue |
7,596 | 9,485 | ||||||
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Share-based awards classified as liabilities |
50,220 | 43,502 | ||||||
|
Other non-current liabilities |
3,587 | 3,658 | ||||||
|
Total liabilities |
153,012 | 148,867 | ||||||
|
Commitments and contingencies (Note 10) |
||||||||
|
Mezzanine equity |
||||||||
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Redeemable convertible preferred stock, $0.0001 par value; 10,895,226 shares authorized, 4,832,409 and 4,832,409 shares issued and outstanding with aggregate liquidation preferences of $508,273 and $403,361 at June 30, 2021 and December 31, 2020, respectively |
216,926 | 183,390 | ||||||
|
Redemption value of common shares |
39,757 | 25,074 | ||||||
|
Share-based awards |
1,695 | 1,489 | ||||||
|
Redeemable noncontrolling interest |
4,143 | 3,061 | ||||||
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Total mezzanine equity |
262,521 | 213,014 | ||||||
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Stockholders’ deficiency: |
||||||||
|
Common stock, $0.0001 par value; 28,000,000 and 28,000,000 shares authorized, 11,946,412 and 11,513,451 shares issued and outstanding, at June 30, 2021 and December 31, 2020, respectively |
12 | 12 | ||||||
|
Additional paid-in capital |
112,953 | 105,159 | ||||||
|
Accumulated other comprehensive income |
1,848 | 1,791 | ||||||
|
Accumulated deficit |
(358,030 |
) |
(299,789 |
) |
||||
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Total stockholders’ deficiency attributable to AvePoint Operations, Inc. |
(243,217 |
) |
(192,827 |
) |
||||
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Total liabilities, mezzanine equity, and stockholders’ deficiency |
$ | 172,316 | $ | 169,054 | ||||
AvePoint Operations, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
For the Six Months Ended |
||||||||
|
June 30, |
||||||||
|
2021 |
2020 |
|||||||
|
Operating activities |
||||||||
|
Net income (loss) |
$ | (15,999 |
) |
$ | 7,315 | |||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
|
Depreciation and amortization |
537 | 541 | ||||||
|
Foreign currency remeasurement (gain) loss |
(134 |
) |
220 | |||||
|
Provision for doubtful accounts |
(732 |
) |
818 | |||||
|
Stock-based compensation |
17,799 | 2,854 | ||||||
|
Gain on disposal of property and equipment |
(15 |
) |
— | |||||
|
Deferred income taxes |
(981 |
) |
(5,788 |
) |
||||
|
Changes in operating assets and liabilities: |
||||||||
|
Accounts receivable |
2,399 | 4,822 | ||||||
|
Prepaid expenses and other current assets |
(1,994 |
) |
407 | |||||
|
Other assets |
(1,955 |
) |
719 | |||||
|
Accounts payable, accrued expenses and other liabilities |
(4,057 |
) |
(6,896 |
) |
||||
|
Deferred revenue |
3,298 | 964 | ||||||
|
Accrued rent obligation |
(87 |
) |
(206 |
) |
||||
|
Net cash provided by (used in) operating activities |
(1,921 |
) |
5,770 | |||||
|
Investing activities |
||||||||
|
Maturity (purchase) of short-term investments, net |
(423 |
) |
1,034 | |||||
|
Purchase of APXT shares |
(1,631 |
) |
— | |||||
|
Purchase of property and equipment |
(897 |
) |
(169 |
) |
||||
|
Cash provided by (used in) investing activities |
(2,951 |
) |
865 | |||||
|
Financing activities |
||||||||
|
Repayments of capital leases |
(14 |
) |
(33 |
) |
||||
|
Payments of transaction fees |
(1,872 |
) |
— | |||||
|
Proceeds from stock option exercises |
3,277 | 15 | ||||||
|
Proceeds from sale of common shares of subsidiary |
753 | — | ||||||
|
Payments of debt issuance costs |
— | (120 |
) |
|||||
|
Proceeds from issuance of Common stock |
— | 7,000 | ||||||
|
Net cash provided by financing activities |
2,144 | 6,862 | ||||||
|
Effect of exchange rates on cash |
(46 |
) |
(284 |
) |
||||
|
Net increase (decrease) in cash and cash equivalents |
(2,774 |
) |
13,213 | |||||
|
Cash and cash equivalents at beginning of period |
69,112 | 12,162 | ||||||
|
Cash and cash equivalents at end of period |
$ | 66,338 | $ | 25,375 | ||||
|
Supplemental disclosures of cash flow information |
||||||||
|
Cash received (paid) for: |
||||||||
|
Interest |
$ | 24 | $ | 8 | ||||
|
Income taxes |
$ | (2,389 |
) |
$ | (529 |
) |
||
|
Non-cash investing and financing activities |
||||||||
|
Fixed assets acquired under capital leases |
$ | — | $ | 28 | ||||
|
For the Three Months Ended |
For the Six Months Ended |
|||||||||||||||
|
June 30, |
June 30, |
|||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
|||||||||||||
|
Non-GAAP gross profit |
||||||||||||||||
|
GAAP gross profit |
$ | 33,624 | $ | 23,883 | $ | 61,646 | $ | 46,177 | ||||||||
|
Stock-based compensation expense |
272 | 190 | 362 | 102 | ||||||||||||
|
Non-GAAP gross profit |
$ | 33,896 | $ | 24,073 | $ | 62,008 | $ | 46,279 | ||||||||
|
Non-GAAP gross margin |
74.8 |
% |
73.0 |
% |
73.7 |
% |
70.5 |
% |
||||||||
|
Non-GAAP sales and marketing |
||||||||||||||||
|
GAAP sales and marketing |
$ | 29,001 | $ | 14,010 | $ | 48,302 | $ | 28,051 | ||||||||
|
Stock-based compensation expense |
(9,791 |
) |
(1,510 |
) |
(10,902 |
) |
(1,310 |
) |
||||||||
|
Non-GAAP sales and marketing |
$ | 19,210 | $ | 12,500 | $ | 37,400 | $ | 26,741 | ||||||||
|
Non-GAAP sales and marketing as a % of revenue |
42.4 |
% |
37.9 |
% |
44.4 |
% |
40.8 |
% |
||||||||
|
Non-GAAP research and development |
||||||||||||||||
|
GAAP research and development |
$ | 3,883 | $ | 2,863 | $ | 7,985 | $ | 5,757 | ||||||||
|
Stock-based compensation expense |
(83 |
) |
(72 |
) |
(180 |
) |
(147 |
) |
||||||||
|
Non-GAAP research and development |
$ | 3,800 | $ | 2,791 | $ | 7,805 | $ | 5,610 | ||||||||
|
Non-GAAP research and development as a % of revenue |
8.4 |
% |
8.5 |
% |
9.3 |
% |
8.5 |
% |
||||||||
|
Non-GAAP general and administrative |
||||||||||||||||
|
GAAP general and administrative |
$ | 11,664 | $ | 5,291 | $ | 21,956 | $ | 10,449 | ||||||||
|
Stock-based compensation expense |
(4,364 |
) |
(1,007 |
) |
(6,355 |
) |
(1,295 |
) |
||||||||
|
Non-GAAP general and administrative |
$ | 7,300 | $ | 4,284 | $ | 15,601 | $ | 9,154 | ||||||||
|
Non-GAAP general and administrative as a % of revenue |
16.1 |
% |
13.0 |
% |
18.5 |
% |
14.0 |
% |
||||||||
|
Non-GAAP depreciation and amortization |
||||||||||||||||
|
GAAP depreciation and amortization |
$ | 279 | $ | 268 | $ | 537 | $ | 541 | ||||||||
|
Non-GAAP depreciation and amortization |
$ | 279 | $ | 268 | $ | 537 | $ | 541 | ||||||||
|
Non-GAAP depreciation and amortization as a % of revenue |
0.6 |
% |
0.8 |
% |
0.6 |
% |
0.8 |
% |
||||||||
|
Non-GAAP operating expenses |
||||||||||||||||
|
GAAP operating expenses |
$ | 44,827 | $ | 22,432 | $ | 78,780 | $ | 44,798 | ||||||||
|
Stock-based compensation expense |
(14,238 |
) |
(2,589 |
) |
(17,437 |
) |
(2,752 |
) |
||||||||
|
Non-GAAP operating expenses |
$ | 30,589 | $ | 19,843 | $ | 61,343 | $ | 42,046 | ||||||||
|
Non-GAAP operating expenses as a % of revenue |
67.5 |
% |
60.2 |
% |
72.9 |
% |
64.1 |
% |
||||||||
|
Non-GAAP operating income |
||||||||||||||||
|
GAAP operating income (loss) |
$ | (11,203 |
) |
$ | 1,451 | $ | (17,134 |
) |
$ | 1,379 | ||||||
|
Stock-based compensation expense |
14,510 | 2,779 | 17,799 | 2,854 | ||||||||||||
|
Non-GAAP operating income |
$ | 3,307 | $ | 4,230 | $ | 665 | $ | 4,233 | ||||||||
|
Non-GAAP operating margin |
7.3 |
% |
12.8 |
% |
0.8 |
% |
6.5 |
% |
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1 AvePoint calculates annual recurring revenue (“ARR”) at the end of a particular period as the annualized sum of: (1) contractually obligated Annual Contract Value from subscription and maintenance revenue sources from all customers with a contract duration exceeding three months, and (2) the product of the current month’s monthly recurring revenue (“MRR”) multiplied by twelve (to prospectively annualize subscription revenue). MRR includes AvePoint’s channel business and customers that sign contracts for less than one quarter in duration. ARR also includes some recurring professional services revenue, such as recurring technical account management services.