Note 14 - Mezzanine Equity and Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Equity [Text Block]

14. Mezzanine Equity and Stockholders’ Equity

The Company has one class of capital stock: common stock. The following summarizes the terms of the Company’s capital stock.

Common Stock

Pursuant to the Company’s restated Articles of Incorporation, the Company is authorized to issue up to 1,000,000,000 shares of common stock at $0.0001 par value. There were 184,652,402 and 185,277,588 shares issued and outstanding, including treasury shares, if any, as of  December 31, 2023 and 2022, respectively. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s Board of Directors. The Company’s Board of Directors has not declared common stock dividends since inception. During the year ended December 31, 2023, the Company repurchased 6,719,032 shares and retired 10,908,782 shares. The shares were returned to the status of authorized but unissued shares. As a result, common stock amount, additional paid-in capital, and accumulated deficit in the consolidated balance sheet were reduced by $0.0 million, $38.9 million, and $21.8 million, respectively.

AvePoint, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Share Repurchase Program

On March 17, 2022, the Company announced that its Board of Directors authorized a new share repurchase program (the “Share Repurchase Program”) for the Company to buy back shares of its common stock. Under the Share Repurchase Program, the Company has the authority to buy up to $150 million of common stock via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program will remain open for a period of three years from the date of authorization and may be suspended or discontinued at any time. The Company is not obligated to make purchases of, nor is it obligated to acquire any particular amount of, common stock under the Share Repurchase Program. During the years ended December 31, 2023 and 2022, the Company purchased 6,719,032 and 4,046,186 shares, respectively, at an average price of $5.81 and $4.92 per share, respectively.

Sponsor Earn-Out Shares

On July 1, 2021 the Company modified the terms of 2,916,700 shares of common stock (“Sponsor Earn-Out Shares”) then held by Apex’s sponsor, such that such shares will be subject to the following vesting provisions:

■ 100% of the Sponsor Earn-Out Shares shall vest and be released if at any time through July 1, 2028, AvePoint’s stock price is greater than or equal to $15.00 (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30-day trading period; and

■ 100% of the remaining Sponsor Earn-Out Shares that have not previously vested shall vest and be released if at any time through July 1, 2028, the Company consummates a subsequent transaction.

The Sponsor Earn-Out Shares are currently outstanding and receive all benefits of regular shares with the exception of the fact that the shares are held in escrow and restricted from transfer until the vesting conditions described above are met. Consequently, the shares are classified as equity. No Sponsor Earn-Out Shares have vested as of  December 31, 2023.

Public Warrants to Acquire Common Stock

On July 1, 2021, the Company issued 17,500,000 public warrants with an exercise price of $11.50. Each warrant entitles the registered holder to purchase one share of AvePoint’s common stock and the warrants are exercisable from the date of issuance through July 1, 2026. The public warrants are equity classified and its fair value, based on the publicly traded warrants, was $59.3 million on July 1, 2021, and included in the additional paid-in capital on the consolidated balance sheets. As of  December 31, 2023 and 2022, all 17,500,000 warrants remain outstanding. 

AvePoint, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Redeemable Noncontrolling Interest

On December 24, 2020, AEPL, an unaffiliated entity, acquired a redeemable noncontrolling interest in MaivenPoint through the contribution of $7.5 million. As of December 31, 2020, AvePoint owned a 77.78% interest in MaivenPoint and AEPL owned a 22.22% interest in MaivenPoint.

On February 11, 2021, AEPL acquired additional redeemable noncontrolling interest in MaivenPoint through the contribution of $0.8 million. At the transaction closing date, AvePoint owned a 76.09% interest in MaivenPoint and AEPL owned a 23.91% interest in MaivenPoint. As part of AEPL’s initial and subsequent investment in MaivenPoint, the Company granted AEPL a put option which allows AEPL to cause the Company to repurchase AEPL’s shares in MaivenPoint at any time between December 24, 2022, and December 24, 2023, at a price equal to AEPL’s initial and subsequent investment amounts.

On February 18, 2022, MaivenPoint consummated the acquisition of 100% of the equity in I-Access for an aggregate purchase price of approximately $7.1 million. The negotiated transaction consideration includes MaivenPoint issuing shares and rights for shares which both also subject to a guaranteed minimum revenue provision (the “GMR”), and granting the former I-Access shareholders a put option which allows sellers to cause MaivenPoint to repurchase the shares of MaivenPoint for approximately $5.9 million, upon 24 months from Acquisition Close Date or the occurrence of certain triggering events which are in the control of the Company. Under the GMR the former I-Access shareholders may have earned additional shares or return shares base on a revenue surplus and shortfall outcome.

On April 15, 2022, the Company implemented a management changeover. As a result, pursuant to the terms of the Share Purchase Agreement, the GMR was cancelled and the 292,440 MaivenPoint shares issued as consideration on the I-Access Closing Date, the 30,252 MaivenPoint shares held in escrow, and the put option on MaivenPoint shares were no longer contingent, reclassified to mezzanine equity and included in redeemable noncontrolling interest. From the date the GMR was cancelled to December 31, 2023, AvePoint owned a 73.82% interest in MaivenPoint, AEPL owned a 23.20% interest in MaivenPoint and the former I-Access shareholders owned a 2.98% interest in MaivenPoint.

On December 24, 2023, the put option granted to AEPL expired. The redeemable noncontrolling interest owned by AEPL was reclassified to equity and is presented in the Stockholders’ equity section of the consolidated balance sheets for the year ended December 31, 2023.

During  February 2024, certain of the former I-Access shareholders submitted notices of exercise of the put option of approximately $5.5 million.

The roll forward of the balance of the redeemable noncontrolling interest is as follows:

	Redeemable Noncontrolling Interest
	Year Ended December 31,
	2023			2022			2021
	(in thousands)
Beginning balance	$	14,007		$	5,210		$	3,061
Issuance of redeemable noncontrolling interest		—			5,794			238
Reclassification of redeemable noncontrolling interest		(8,148	)		—			—
Net loss attributable to redeemable noncontrolling interest		(38	)		(401	)		(847	)
Other comprehensive income (loss) attributable to redeemable noncontrolling interest		5			61			(63	)
Adjustment to present redemption value		212			3,343			2,821
Ending balance	$	6,038		$	14,007		$	5,210

AvePoint, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)