EX-99.1 2 evlv-20250428exx991.htm EX-99.1 Document

Exhibit 99.1
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Evolv Technology Completes Restatement of Previously Issued Financial Statements
and Reports Third Quarter, Fourth Quarter and Full Year 2024 Financial Results

— Company Regains Compliance with SEC Reporting and NASDAQ Listing Requirements —

— Company Achieves Positive Adjusted EBITDA1 in Q4'24 —

Q4'24 Revenue of $29.1 million, up 41% year-over-year
Q4'24 Ending ARR2 of $99.4 million, up 39% year-over-year
Q4'24 Adjusted EBITDA of $0.4 million
Q4'24 Ending RPO3 of $266.7 million

Waltham, Massachusetts – April 28, 2025 – Evolv Technologies Holdings, Inc (NASDAQ: EVLV), a leading security technology company pioneering AI-based solutions designed to help create safer experiences, today announced financial results for the quarter and year ended December 31, 2024 and the filing of its 2024 Annual Report on Form 10-K with the U.S. Securities and Exchange Commission ("SEC"). The Company concurrently filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and restated financial results for the periods from the second quarter of 2022 through the second quarter of 2024. The restatements correct inaccurate accounting for certain sales transactions that led to premature or incorrectly recognized revenue. The errors resulted in premature or incorrect recognition of approximately $3.1 million of revenue on a net basis from the second quarter of 2022 through the second quarter of 2024 (considering revenue prematurely recognized but offset by amounts appropriately recognized in subsequent periods).

“Completing this restatement—which brings the Company back into full compliance with SEC reporting and Nasdaq listing requirements—marks an important milestone in our ongoing work to rebuild stakeholder confidence,” said John Kedzierski, President and Chief Executive Officer of Evolv Technology, Inc. “Looking ahead, we are focused on prioritizing disciplined execution, transparent communication, and an unwavering commitment to best-in-class compliance. With both the restatement and the FTC resolution now firmly behind us and having achieved our long-standing profitability goals six months ahead of schedule, we believe we are well-positioned as we enter our next phase of growth. We are poised to lead the transformation of the security technology landscape—making the world a safer place where people can live, work, learn, and play.”

Results for the Third Quarter of 2024
Total revenue for the third quarter of 2024 was $27.4 million, an increase of 37% compared to $20.0 million (as restated) for the third quarter of 2023. Annual Recurring Revenue (“ARR”)2 was $93.7 million at the end of third quarter of 2024, an increase of 46% compared to $64.4 million (as restated) at the end of the third quarter of 2023. Net loss for the third quarter of 2024 was $(30.4) million, or $(0.19) per basic and diluted share, compared to net income of $5.0 million (as restated), or $0.03 (as restated) per basic and diluted share, in the third quarter of 2023. Adjusted earnings (loss)1 for the third quarter of 2024 was $(6.9) million, or $(0.04) per diluted share, compared to adjusted earnings (loss)1 of $(12.4) million (as restated), or $(0.08) per diluted share, for the third quarter of 2023. Adjusted EBITDA1 for the third quarter of 2024 was $(3.0) million compared to $(11.6) million (as restated) in the third quarter of 2023. As of September 30, 2024, the Company had cash, cash equivalents, marketable securities, and restricted cash of $56.3 million and no debt.



Total revenue for the nine months ended September 30, 2024 was $74.8 million, an increase of 27% compared to $59.0 million (as restated) for the nine months ended September 30, 2023. Net loss for the nine months ended September 30, 2024 was $(38.3) million, or $(0.25) per basic and diluted share, compared to $(90.9) million (as restated), or $(0.61) (as restated) per basic and diluted share, in the nine months ended September 30, 2023. Adjusted earnings (loss)1 for the nine months ended September 30, 2024 was $(30.8) million, or $(0.20) per diluted share, compared to adjusted earnings (loss)1 of $(44.2) million (as restated), or $(0.30) (as restated) per diluted share, for the nine months ended September 30, 2023. Adjusted EBITDA1 for the nine months ended September 30, 2024 was $(21.3) million compared to $(41.6) million (as restated) in the nine months ended September 30, 2023.
Results for the Fourth Quarter of 2024
Total revenue for the fourth quarter of 2024 was $29.1 million, an increase of 41% compared to $20.6 million (as restated) for the fourth quarter of 2023. Annual Recurring Revenue (“ARR”)2 was $99.4 million at the end of fourth quarter of 2024, an increase of 39% compared to $71.3 million (as restated) at the end of the fourth quarter of 2023. Net loss for the fourth quarter of 2024 was $(15.7) million, or $(0.10) per basic and diluted share, compared to net loss of $(17.2) million (as restated), or $(0.11) per basic and diluted share, in the fourth quarter of 2023. Adjusted earnings (loss)1 for the fourth quarter of 2024 was $(4.4) million, or $(0.03) per diluted share, compared to adjusted earnings (loss)1 of $(11.8) million (as restated), or $(0.08) (as restated) per diluted share, for the fourth quarter of 2023. Adjusted EBITDA1 for the fourth quarter of 2024 was $0.4 million compared to $(10.3) million (as restated) in the fourth quarter of 2023. As of December 31, 2024, the Company had cash, cash equivalents, marketable securities, and restricted cash of $51.9 million and no debt. Remaining Performance Obligation3 as of December 31, 2024 was $266.7 million. The Company had approximately 6,100 units deployed as of December 31, 2024, reflecting a one time adjustment to remove approximately (100) non-revenue generating units from the Company's deployed unit count related to Evolv Edge, the Company's first generation product offering.
Total revenue for the twelve months ended December 31, 2024 was $103.9 million, an increase of 31% compared to $79.6 million (as restated) for the twelve months ended December 31, 2023. Net loss for the twelve months ended December 31, 2024 was $(54.0) million, or $(0.34) per basic and diluted share, compared to $(108.0) million (as restated), or $(0.72) (as restated) per basic and diluted share, in the twelve months ended December 31, 2023. Adjusted earnings (loss)1 for the twelve months ended December 31, 2024 was $(35.3) million, or $(0.23) per diluted share, compared to adjusted earnings (loss)1 of $(56.0) million (as restated), or $(0.38) (as restated) per diluted share, for the twelve months ended December 31, 2023. Adjusted EBITDA1 for the twelve months ended December 31, 2024 was $(21.0) million compared to $(51.8) million (as restated) in the twelve months ended December 31, 2023.
The following table summarizes the breakdown of recurring and non-recurring revenue4 for each period presented:
Three Months Ended
December 31,
Twelve Months Ended
December 31,
20242023% Change20242023% Change
(Restated) (Restated)
Recurring revenue$23,678 $17,074 39 %$87,419 $50,915 72 %
Non-recurring revenue5,422 3,506 55 %16,446 28,650 (43)%
Total revenue$29,100 $20,580 41 %$103,865 $79,565 31 %

Three Months Ended
September 30,
Nine Months Ended
September 30,
20242023% Change20242023% Change
(Restated)(Restated)
Recurring revenue$23,764 $13,907 71 %$63,741 $33,841 88 %
Non-recurring revenue3,596 6,054 (41)%11,024 25,144 (56)%
Total revenue$27,360 $19,961 37 %$74,765 $58,985 27 %



The following table summarizes operating cash flows for each period presented:
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024202320242023
(Restated)(Restated)
Net loss$(15,720)$(17,198)$(54,017)$(108,048)
Non-cash expense6,870 7,461 22,504 59,199 
Changes in operating assets and liabilities12,054 6,594 660 39,048 
Net cash used in operating activities$3,204 $(3,143)$(30,853)$(9,801)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
(Restated)(Restated)
Net loss$(30,443)$5,046 $(38,297)$(90,850)
Non-cash expense26,306 (16,055)15,634 51,738 
Changes in operating assets and liabilities7,812 13,106 (11,394)32,454 
Net cash used in operating activities$3,675 $2,097 $(34,057)$(6,658)
About Evolv Technology
Evolv Technologies Holdings, Inc (NASDAQ: EVLV) is designed to transform human security to make a safer, faster, and better experience for the world’s most iconic venues and companies as well as schools, hospitals, and public spaces, using industry leading artificial intelligence (AI)-powered screening and analytics. Its mission is to transform security to create a safer world to live, work, learn, and play. Evolv has digitally transformed the gateways in many places where people gather by enabling seamless integration combined with powerful analytics and insights. Evolv’s advanced systems have scanned more than two billion people since 2019. Evolv has been awarded the U.S. Department of Homeland Security (DHS) SAFETY Act Designation as a Qualified Anti-Terrorism Technology (QATT) as well as the Security Industry Association (SIA) 2024 New Products and Solutions (NPS) Award in the Law Enforcement/Public Safety/Guarding Systems category, as well as Sport Business Journal’s (SBJ) 2024 awards for “Best In Fan Experience Technology” and “Best In Sports Technology”. Evolv®, Evolv Express®, Evolv Insights®, Evolv Visual Gun Detection™, Evolv eXpedite™, and Evolv Eva™ are registered trademarks or trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions. For more information, visit evolv.com.
1 Non-GAAP Financial Measures In this press release, the Company’s adjusted gross profit (loss), adjusted gross margin, adjusted operating expenses, adjusted operating income (loss), adjusted EBITDA, adjusted earnings (loss), and adjusted earnings per diluted share are not presented in accordance with generally accepted accounting principles (GAAP) and are not intended to be used in lieu of GAAP presentations of results of operations. Adjusted operating expenses is defined as operating expenses less stock-based compensation expense, loss on impairment of lease equipment, one-time employee separation costs, and one-time legal and regulatory costs, which management believes provides a more meaningful representation of on-going operating expense levels. One time legal and regulatory costs include one-time legal, accounting and professional fees related to the internal investigation, subsequent restatement, certain one-time regulatory, litigation and legal matters, as well as fees related to the resolution of the U.S. Federal Trade Commission investigation. Adjusted gross profit and adjusted gross margin exclude stock-based compensation expense, amortization of capitalized stock-based compensation, losses from impairment of intangible assets, one-time employee separation costs, and one-time inventory charges, which management believes provides a more meaningful representation of contribution margin. Adjusted operating loss is defined as operating loss, excluding stock-based compensation expense, amortization of capitalized stock-based compensation, losses from impairment of lease equipment and intangible assets, one-time employee separation costs, one-time inventory charges, and one-time legal and regulatory expenses, which management believes provides a more meaningful representation of operating results. Adjusted EBITDA is defined as net income (loss) plus depreciation and amortization, stock-based compensation, interest expense (income), provision for income taxes, loss on extinguishment of debt, change in fair value of contingent earn-out liability, change in fair value of contingently issuable common stock liability, change in fair value of public warrant liability, loss on impairment of lease equipment and intangible assets, one-time employee separation costs, one-time inventory charges, and one-time legal and regulatory expenses. Adjusted earnings (loss) is defined as net income (loss) plus stock-based compensation, amortization of capitalized stock-based compensation, loss on extinguishment of debt, change in fair value of contingent earn-out liability, change in fair value of contingently issuable common stock liability, change in fair value of public warrant liability, loss on impairment of lease equipment and intangible assets, one-time employee separation costs, one-time inventory charges, and one-time legal and regulatory expenses. Management presents non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses non-GAAP financial measures for planning purposes, including analysis of the Company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company's financial and operating performance.



However, non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. We intend to provide non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of non-GAAP financial measures will provide consistency in our financial reporting. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures included in this press release. The Company is unable to provide a reconciliation of Adjusted Gross Margin to GAAP Gross Margin and Adjusted EBITDA to Net Income (Loss), each measure's most directly comparable GAAP financial measure, on a forward-looking basis without unreasonable effort, because items that impact these GAAP financial measures are not within the Company’s control and/or cannot be reasonably predicted. These items may include, but are not limited to, predicting forward-looking share-based compensation, changes in the fair value of derivative liabilities, changes in the fair value of contingent earn out liabilities, changes in the fair value of contingently issuable common stock liabilities and changes in fair value of public warrant liabilities. Such information may have a significant, and potentially unpredictable, impact on the Company’s future financial results.

2 We define Annual Recurring Revenue, or ARR, as subscription revenue and the recurring service revenue related to purchase subscriptions for the final month of the quarter normalized to a one-year period. Our calculation of ARR is not adjusted for the impact of any known or projected future events (such as customer cancellations, upgrades or downgrades, or price increases or decreases) that may cause any such contract not to be renewed on its existing terms. In addition, the amount of actual revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly. This may occur due to new bookings, cancellations, upgrades, downgrades or other changes in pending renewals, as well as the effects of professional services revenue and acquisitions or divestitures. As a result, ARR should be viewed independently of, and not as a substitute for or forecast of, revenue and deferred revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies.
3 We define Remaining Performance Obligation, or RPO, as estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied as of the end of the quarter.
4 Recurring revenue includes the recurring portion of revenue associated with pure subscription contracts and hardware purchase subscription contracts. Non-recurring revenue includes revenue that is one-time in nature, such as product revenue, shipping revenue, and revenue from installation, training, and professional services.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release and related presentation materials other than statements of historical facts, including without limitation statements regarding our strategy, commitments, and future financial and operational results. Words such as “believe” “may,” “will,” “expect,” “should,” “could,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “project,” “plan,” “target,” “forecast”, “is/are likely to” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. The forward-looking statements in this press release and related presentation materials are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: relating to our history of losses and ability to reach profitability; our reliance on reseller partners to generate a growing portion of our revenue; expectations regarding the Company’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures; the Company’s reliance on third party contract manufacturing and distribution, and a global supply chain; the Company recognizes a substantial portion of its revenue ratably over the term of its agreements, and, as a result, downturns or upturns in sales may not be immediately reflected in its operating results; the rate of innovation required to maintain competitiveness in the markets in which the Company competes; the competitiveness of the market in which the Company competes; the failure of our products to detect threats could result in injury or loss of life, which could harm our brand, reputation, and results of operations; the loss of designation of our Evolv Express® system as a Qualified Anti-Terrorism Technology under the Homeland Security SAFETY Act; risks related to our business model, which is predicated, in part, on building a customer base that will generate a recurring stream of revenues through the sale of our subscription contracts; the ability for the Company to obtain, maintain, protect and enforce the Company’s intellectual property rights and use of “open source” software; the concentration of the Company’s revenues on a single solution; the Company’s ability to timely design, produce and launch its solutions, the Company’s ability to invest in growth initiatives and pursue acquisition opportunities; the limited liquidity and trading of the Company’s securities; risks related to existing and changing tax laws; geopolitical risk and changes in applicable laws or regulations; the possibility that the Company may be adversely affected



by other economic, business, and/or competitive factors; operational risk; risks related to material weaknesses in our internal control over financial reporting and our remediation plans; risks related to increasing attention to and evolving expectations for, environmental, social, and governance initiatives; the impact of fluctuating general economic and market conditions and reductions in spending; the need for additional capital to support business growth, which might not be available on acceptable terms, if at all; and litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on resources. These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on April 28, 2025, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. The forward-looking statements in this press release and related presentation materials are based upon information available to us as of the date hereof, and while we believe such information forms a reasonable basis for such statements, it may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should review this press release and the documents that we reference in this press release and related presentation materials with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this press release and related presentation materials, whether as a result of any new information, future events or otherwise.

Investor Relations:
Brian Norris
Senior Vice President of Finance and Investor Relations
bnorris@evolvtechnology.com



EVOLV TECHNOLOGY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024202320242023
(Restated)(Restated)
Revenue:
Product revenue$1,675 $1,848 $6,464 $22,768 
Subscription revenue17,263 12,468 65,046 36,201 
Service revenue6,564 4,856 23,467 15,606 
License fee and other revenue3,598 1,408 8,888 4,990 
Total revenue29,100 20,580 103,865 79,565 
Cost of revenue:
Cost of product revenue2,166 4,692 10,735 27,967 
Cost of subscription revenue8,604 4,984 27,846 14,760 
Cost of service revenue1,476 1,166 5,399 3,982 
Cost of license fee and other revenue113 177 597 949 
Total cost of revenue12,359 11,019 44,577 47,658 
Gross profit16,741 9,561 59,288 31,907 
Operating expenses:
Research and development5,390 6,303 23,446 24,473 
Sales and marketing13,455 14,344 61,291 54,986 
General and administrative16,759 11,128 56,634 42,182 
Loss from impairment of property and equipment15 — 224 322 
Total operating expenses35,619 31,775 141,595 121,963 
Loss from operations(18,878)(22,214)(82,307)(90,056)
Other income (expense), net:
Interest expense— — — (654)
Interest income548 1,630 2,942 6,227 
Other expense, net(50)(17)(83)(84)
Loss on extinguishment of debt— — — (626)
Change in fair value of contingent earn-out liability1,218 2,452 16,310 (14,901)
Change in fair value of contingently issuable common stock liability311 422 2,529 (3,138)
Change in fair value of public warrant liability1,131 580 6,592 (4,765)
Total other income (expense), net3,158 5,067 28,290 (17,941)
Loss before income taxes(15,720)(17,147)(54,017)(107,997)
Provision for income taxes— (51)$— $(51)
Net loss$(15,720)$(17,198)$(54,017)$(108,048)
Net income (loss) attributable to common stockholders – basic and diluted$(15,720)$(17,198)$(54,017)$(108,048)
Weighted average common shares outstanding
Basic158,997,410151,087,430156,573,886149,168,105
Diluted158,997,410151,087,430156,573,886149,168,105
Net loss per share
Basic$(0.10)$(0.11)$(0.34)$(0.72)
Diluted$(0.10)$(0.11)$(0.34)$(0.72)
Weighted average common shares outstanding – basic and diluted158,997,410 151,087,430 156,573,886 149,168,105 
Net loss per share - basic and diluted$(0.10)$(0.11)$(0.34)$(0.72)
Net loss$(15,720)$(17,198)$(54,017)$(108,048)



Other comprehensive income (loss)
Cumulative translation adjustment96 (44)21 (43)
Total other comprehensive income (loss)96 (44)21 (43)
Total comprehensive loss$(15,624)$(17,242)$(53,996)$(108,091)



EVOLV TECHNOLOGY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31, 2024December 31, 2023
(Restated)
Assets
Current assets:
Cash and cash equivalents$37,015 $67,162 
Restricted cash— 275 
Marketable securities14,927 51,289 
Accounts receivable, net28,392 21,547 
Inventory16,963 10,344 
Current portion of contract assets799 1,397 
Current portion of commission asset5,429 4,387 
Prepaid expenses and other current assets17,921 16,957 
Total current assets121,446 173,358 
Contract assets, noncurrent657 964 
Commission asset, noncurrent7,567 7,249 
Property and equipment, net123,661 113,161 
Operating lease right-of-use assets13,993 1,195 
Other assets735 1,202 
Total assets$268,059 $297,129 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$10,492 $17,400 
Accrued expenses and other current liabilities19,508 15,703 
Current portion of deferred revenue64,506 46,808 
Current portion of operating lease liabilities2,203 1,391 
Total current liabilities96,709 81,302 
Deferred revenue, noncurrent20,266 25,149 
Operating lease liabilities, noncurrent12,326 — 
Contingent earn-out liability12,809 29,119 
Contingently issuable common stock liability4,001 6,530 
Public warrant liability4,297 10,889 
Total liabilities150,408 152,989 
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 authorized at December 31, 2024 and December 31, 2023; no shares issued and outstanding at December 31, 2024 and December 31, 2023
— — 
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at December 31, 2024 and December 31, 2023; 159,602,069 and 151,310,080 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
16 15 
Additional paid-in capital472,331 444,825 
Accumulated other comprehensive loss(32)(53)
Accumulated deficit(354,664)(300,647)
Stockholders’ equity117,651 144,140 
Total liabilities and stockholders’ equity$268,059 $297,129 



EVOLV TECHNOLOGY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Twelve Months Ended
December 31,
20242023
(Restated)
Cash flows from operating activities:
Net loss$(54,017)$(108,048)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization17,375 9,702 
Write-off of inventory and change in inventory reserve2,578 1,309 
Loss from impairment of property and equipment224 322 
Loss from impairment of intangible asset983 — 
Stock-based compensation24,756 24,129 
Non-cash interest expense— 22 
Amortization (accretion) of premium (discount) on marketable securities, net of change in accrued interest447 (575)
Non-cash lease expense1,420 478 
Change in allowance for expected credit losses152 382 
Loss on extinguishment of debt— 626 
Change in fair value of earn-out liability(16,310)14,901 
Change in fair value of contingently issuable common stock(2,529)3,138 
Change in fair value of public warrant liability(6,592)4,765 
Changes in operating assets and liabilities
Accounts receivable(6,997)4,510 
Inventory(7,852)960 
Commission assets(1,360)(2,779)
Contract assets905 1,383 
Other assets467 633 
Prepaid expenses and other current assets(964)(2,426)
Accounts payable192 (5,963)
Deferred revenue12,815 39,488 
Accrued expenses and other current liabilities4,534 3,857 
Operating lease liability(1,080)(615)
Net cash used in operating activities(30,853)(9,801)
Cash flows from investing activities:
Development of internal-use software(6,125)(3,535)
Purchases of property and equipment(31,189)(69,134)
Proceeds from sale of property and equipment— 270 
Purchases of marketable securities(29,367)(89,898)
Proceeds from maturities of marketable securities65,282 39,184 
Net cash provided by (used in) investing activities(1,399)(123,113)
Cash flows from financing activities:
Proceeds from exercise of stock options1,809 668 
Proceeds from long-term debt— 1,876 
Repayment of principal on long-term debt— (31,876)
Payment of debt issuance costs and prepayment penalty— (332)
Net cash provided by (used in) financing activities1,809 (29,664)
Effect of exchange rate changes on cash and cash equivalents21 (43)
Net decrease in cash, cash equivalents and restricted cash(30,422)(162,621)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period67,437 230,058 
Cash, cash equivalents and restricted cash at end of period$37,015 $67,437 





EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
(Unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
(Restated)(Restated)
Revenue:
Product revenue$1,344 $3,456 $4,789 $20,920 
Subscription revenue17,909 9,858 47,783 23,733 
Service revenue6,085 4,345 16,903 10,750 
License fee and other revenue2,022 2,302 5,290 3,582 
Total revenue27,360 19,961 74,765 58,985 
Cost of revenue:
Cost of product revenue2,616 3,496 8,569 23,275 
Cost of subscription revenue7,348 4,157 19,242 9,776 
Cost of service revenue1,404 1,219 3,923 2,816 
Cost of license fee and other revenue183 198 484 772 
Total cost of revenue11,551 9,070 32,218 36,639 
Gross profit15,809 10,891 42,547 22,346 
Operating expenses:
Research and development5,810 6,386 18,056 18,170 
Sales and marketing14,966 14,408 47,836 40,642 
General and administrative13,976 11,261 39,875 31,054 
Loss from impairment of property and equipment209 28 209 322 
Total operating expenses34,961 32,083 105,976 90,188 
Loss from operations(19,152)(21,192)(63,429)(67,842)
Other income (expense), net:
Interest expense— — — (654)
Interest income628 1,791 2,394 4,597 
Other income (expense), net34 (64)(33)(67)
Loss on extinguishment of debt— — — (626)
Change in fair value of contingent earn-out liability(8,321)14,078 15,092 (17,353)
Change in fair value of contingently issuable common stock liability(2,056)2,277 2,218 (3,560)
Change in fair value of public warrant liability(1,576)8,156 5,461 (5,345)
Total other (expense) income, net(11,291)26,238 25,132 (23,008)
Net (loss) income$(30,443)$5,046 $(38,297)$(90,850)
Net (loss) income attributable to common stockholders – basic and diluted$(30,443)$4,983 $(38,297)$(90,850)
Weighted average common shares outstanding
Basic157,709,229150,206,893155,760,149148,521,299
Diluted157,709,229173,976,375155,760,149148,521,299
Net (loss) income per share
Basic$(0.19)$0.03 $(0.25)$(0.61)
Diluted$(0.19)$0.03 $(0.25)$(0.61)
Net (loss) income$(30,443)$5,046 $(38,297)$(90,850)
Other comprehensive (loss) income
Cumulative translation adjustment(86)34 (75)
Total other comprehensive (loss) income(86)34 (75)
Total comprehensive (loss) income$(30,529)$5,080 $(38,372)$(90,849)



EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)

September 30, 2024December 31, 2023
(Restated)
Assets
Current assets:
Cash and cash equivalents$46,033 $67,162 
Restricted cash275 275 
Marketable securities9,960 51,289 
Accounts receivable, net34,855 21,547 
Inventory16,276 10,344 
Current portion of contract assets696 1,397 
Current portion of commission asset5,256 4,387 
Prepaid expenses and other current assets21,050 16,957 
Total current assets134,401 173,358 
Contract assets, noncurrent672 964 
Commission asset, noncurrent7,385 7,249 
Property and equipment, net120,842 113,161 
Operating lease right-of-use assets14,297 1,195 
Other assets869 1,202 
Total assets$278,466 $297,129 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$8,619 $17,400 
Accrued expenses and other current liabilities17,016 15,703 
Current portion of deferred revenue61,649 46,808 
Current portion of operating lease liabilities2,191 1,391 
Total current liabilities89,475 81,302 
Deferred revenue, noncurrent23,867 25,149 
Operating lease liabilities, noncurrent12,372 — 
Contingent earn-out liability14,027 29,119 
Contingently issuable common stock liability4,312 6,530 
Public warrant liability5,428 10,889 
Total liabilities149,481 152,989 
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2024 and December 31, 2023; no shares issued and outstanding at September 30, 2024 and December 31, 2023
— — 
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2024 and December 31, 2023; 158,288,746 and 151,310,080 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
16 15 
Additional paid-in capital468,041 444,825 
Accumulated other comprehensive loss(128)(53)
Accumulated deficit(338,944)(300,647)
Stockholders’ equity128,985 144,140 
Total liabilities and stockholders’ equity$278,466 $297,129 




EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Nine Months Ended
September 30,
20242023
(Restated)
Cash flows from operating activities:
Net loss$(38,297)$(90,850)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization11,933 6,570 
Write-off of inventory and change in inventory reserve3,151 278 
Loss from impairment of property and equipment209 322 
Stock-based compensation21,364 17,771 
Non-cash interest expense— 22 
Amortization (accretion) of premium (discount) on marketable securities, net of change in accrued interest261 (482)
Non-cash lease expense1,116 136 
Change in allowance for expected credit losses371 237 
Loss on extinguishment of debt— 626 
Change in fair value of earn-out liability(15,092)17,353 
Change in fair value of contingently issuable common stock(2,218)3,560 
Change in fair value of public warrant liability(5,461)5,345 
Changes in operating assets and liabilities
Accounts receivable(13,679)(929)
Inventory(8,327)4,170 
Commission assets(1,005)(2,102)
Contract assets993 (85)
Other assets333 352 
Prepaid expenses and other current assets(4,093)(1,973)
Accounts payable216 (6,396)
Deferred revenue13,559 39,357 
Accrued expenses and other current liabilities1,655 278 
Operating lease liability(1,046)(218)
Net cash used in operating activities(34,057)(6,658)
Cash flows from investing activities:
Development of internal-use software(4,773)(2,202)
Purchases of property and equipment(24,443)(51,646)
Proceeds from sale of property and equipment— 60 
Purchases of marketable securities(14,567)(58,652)
Proceeds from maturities of marketable securities55,635 19,647 
Net cash provided by (used in) investing activities11,852 (92,793)
Cash flows from financing activities:
Proceeds from exercise of stock options1,151 616 
Proceeds from long-term debt— 1,876 
Repayment of principal on long-term debt— (31,876)
Payment of debt issuance costs and prepayment penalty— (332)
Net cash provided by (used in) financing activities1,151 (29,716)
Effect of exchange rate changes on cash and cash equivalents(75)
Net decrease in cash, cash equivalents and restricted cash(21,129)(129,166)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period67,437 230,058 
Cash, cash equivalents and restricted cash at end of period$46,308 $100,892 



EVOLV TECHNOLOGY
SUMMARY OF KEY OPERATING STATISTICS
(Unaudited)
Three Months Ended or as of,
($ in thousands)March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
New customers53 84 52 60 
Annual recurring revenue$79,192 $87,011 $93,676 $99,351 
Recurring revenue$18,961 $21,016 $23,764 $23,678 
Total net units shipped*375 447 468 458 

*Net Units Shipped reflects total units shipped (excluding rental units, upgrade units, etc.) less units churned.


EVOLV TECHNOLOGY
RECONCILIATION OF GAAP OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES
(In thousands)
(Unaudited)

Three Months Ended,
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
(Restated)(Restated)(Restated)(Restated)(Restated)(Restated)
Operating expenses, GAAP$27,098 $31,007 $32,083 $31,775 $34,061 $36,954 $34,961 $35,619 
Stock-based compensation(4,888)(6,518)(5,922)(6,218)(6,292)(7,254)(7,263)(3,159)
Loss on impairment of lease equipment(137)(157)(28)— — — (209)(15)
One-time employee separation costs— (282)(61)(262)— (826)— (2,059)
Other one-time legal and regulatory costs(53)(401)(884)(273)(476)(2,185)(2,339)(7,285)
Adjusted operating expenses$22,020 $23,649 $25,188 $25,022 $27,293 $26,689 $25,150 $23,101 




EVOLV TECHNOLOGY
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED GROSS PROFIT, GAAP GROSS MARGIN TO ADJUSTED GROSS MARGIN AND GAAP OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024202320242023
(Restated)(Restated)
Revenue$29,100 $20,580 $103,865 $79,565 
Cost of revenue12,359 11,019 44,577 47,658 
Gross profit, GAAP16,741 9,561 59,288 31,907 
Stock-based compensation233 140 788 583 
Amortization of capitalized stock-based compensation85 14 137 47 
Loss from impairment of intangible asset983 — 983 — 
One-time employee separation costs— — 174 — 
One-time inventory charges123 1,925 2,729 1,925 
Adjusted gross profit$18,165 $11,640 $64,100 $34,462 
Gross margin %57.5 %46.5 %57.1 %40.1 %
Adjusted gross margin %62.4 %56.6 %61.7 %43.3 %
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
(Restated)(Restated)
Revenue$27,360 $19,961 $74,765 $58,985 
Cost of revenue11,551 9,070 32,218 36,639 
Gross profit, GAAP15,809 10,891 42,547 22,346 
Stock-based compensation244 114 555 443 
Amortization of capitalized stock-based compensation23 12 52 33 
One-time employee separation costs— — 174 — 
One-time inventory charges1,471 — 2,607 — 
Adjusted gross profit$17,547 $11,017 $45,935 $22,822 
Gross margin %57.8 %54.6 %56.9 %37.9 %
Adjusted gross margin %64.1 %55.2 %61.4 %38.7 %

Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024202320242023
(Restated)(Restated)
Operating loss, GAAP$(18,878)$(22,214)$(82,307)$(90,056)
Stock-based compensation3,392 6,358 24,756 24,129 
Amortization of capitalized stock-based compensation85 14 137 47 
Loss on impairment of lease equipment15 — 224 322 
Loss from impairment of intangible asset983 — 983 — 
One-time employee separation costs2,060 262 3,060 605 
One-time inventory charges123 1,925 2,729 1,925 
Other one-time legal and regulatory costs7,284 273 12,285 1,611 
Adjusted operating loss$(4,936)$(13,382)$(38,133)$(61,417)



Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
(Restated)(Restated)
Operating loss, GAAP$(19,152)$(21,192)$(63,429)$(67,842)
Stock-based compensation7,507 6,036 21,364 17,771 
Amortization of capitalized stock-based compensation23 12 52 33 
Loss on impairment of lease equipment209 28 209 322 
One-time employee separation costs— 61 1,000 343 
One-time inventory charges1,471 — 2,607 — 
Other one-time legal and regulatory costs2,339 884 5,000 1,338 
Adjusted operating loss$(7,603)$(14,171)$(33,197)$(48,035)



EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024202320242023
(Restated)(Restated)
Net loss$(15,720)$(17,198)$(54,017)$(108,048)
Depreciation & amortization5,442 3,132 17,375 9,702 
Stock-based compensation3,392 6,358 24,756 24,129 
Interest expense (income)(548)(1,630)(2,942)(5,573)
Provision for income taxes— 51 — 51 
Loss on extinguishment of debt— — — 626 
Change in fair value of contingent earn-out liability(1,218)(2,452)(16,310)14,901 
Change in fair value of contingently issuable common stock liability(311)(422)(2,529)3,138 
Change in fair value of public warrant liability(1,131)(580)(6,592)4,765 
Loss on impairment of lease equipment15 — 224 322 
Loss from impairment of intangible asset983 — 983 — 
One-time employee separation costs2,060 262 3,060 605 
One-time inventory charges123 1,925 2,729 1,925 
Other one-time legal and regulatory costs7,284 273 12,285 1,611 
Adjusted EBITDA$371 $(10,281)$(20,978)$(51,846)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
(Restated)(Restated)
Net (loss) income$(30,443)$5,046 $(38,297)$(90,850)
Depreciation & amortization4,575 2,620 11,933 6,570 
Stock-based compensation7,507 6,036 21,364 17,771 
Interest expense (income)(628)(1,791)(2,394)(3,943)
Loss on extinguishment of debt— — — 626 
Change in fair value of contingent earn-out liability8,321 (14,078)(15,092)17,353 
Change in fair value of contingently issuable common stock liability2,056 (2,277)(2,218)3,560 
Change in fair value of public warrant liability1,576 (8,156)(5,461)5,345 
Loss on impairment of lease equipment209 28 209 322 
One-time employee separation costs— 61 1,000 343 
One-time inventory charges1,471 — 2,607 — 
Other one-time legal and regulatory costs2,339 884 5,000 1,338 
Adjusted EBITDA$(3,017)$(11,627)$(21,349)$(41,565)



EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EARNINGS (LOSS)
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024202320242023
(Restated)(Restated)
Net loss$(15,720)$(17,198)$(54,017)$(108,048)
Stock-based compensation3,392 6,358 24,756 24,129 
Amortization of capitalized stock-based compensation85 14 137 47 
Loss on extinguishment of debt— — — 626 
Change in fair value of contingent earn-out liability(1,218)(2,452)(16,310)14,901 
Change in fair value of contingently issuable common stock liability(311)(422)(2,529)3,138 
Change in fair value of public warrant liability(1,131)(580)(6,592)4,765 
Loss on impairment of lease equipment15 — 224 322 
Loss from impairment of intangible asset983 — 983 — 
One-time employee separation costs2,060 262 3,060 605 
One-time inventory charges123 1,925 2,729 1,925 
Other one-time legal and regulatory costs7,284 273 12,285 1,611 
Adjusted loss$(4,438)$(11,820)$(35,274)$(55,979)
Weighted average common shares outstanding – diluted158,997,410 151,087,430 156,573,886 149,168,105 
Adjusted loss per share – diluted$(0.03)$(0.08)$(0.23)$(0.38)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
(Restated)(Restated)
Net (loss) income$(30,443)$5,046 $(38,297)$(90,850)
Stock-based compensation7,507 6,036 21,364 17,771 
Amortization of capitalized stock-based compensation23 12 52 33 
Loss on extinguishment of debt— — — 626 
Change in fair value of contingent earn-out liability8,321 (14,078)(15,092)17,353 
Change in fair value of contingently issuable common stock liability2,056 (2,277)(2,218)3,560 
Change in fair value of public warrant liability1,576 (8,156)(5,461)5,345 
Loss on impairment of lease equipment209 28 209 322 
One-time employee separation costs— 61 1,000 343 
One-time inventory charges1,471 — 2,607 — 
Other one-time legal and regulatory costs2,339 884 5,000 1,338 
Adjusted loss$(6,941)$(12,444)$(30,836)$(44,159)
Weighted average common shares outstanding – diluted157,709,229 150,206,893 155,760,149 148,521,299 
Adjusted loss per share – diluted$(0.04)$(0.08)$(0.20)$(0.30)
*In the consolidated statements of operations, one-time inventory reserves were recorded in cost of product revenue and one-time legal and regulatory costs were recorded in general and administrative expense. Stock-based compensation, amortization of capitalized stock-based compensation, and one-time employee termination costs were recorded as follows. Prior period amounts are being shown for comparative purposes:



Three Months Ended,
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
(Restated)(Restated)(Restated)(Restated)(Restated)(Restated)
Stock-based compensation:
Cost of product revenue$16 $12 $— $$— $$$
Cost of subscription revenue52 82 74 82 91 110 169 154 
Cost of service revenue47 61 38 47 44 51 63 61 
Cost of license fee and other revenue31 28 10 
Research and development843 1,232 1,148 1,079 902 1,222 1,243 1,153 
Sales and marketing1,980 2,536 2,293 2,572 2,959 2,724 2,516 2,747 
General and administrative2,065 2,750 2,481 2,567 2,431 3,308 3,504 (741)
Total stock-based compensation$5,034 $6,701 $6,036 $6,358 $6,430 $7,427 $7,507 $3,392 
Amortization of capitalized stock-based compensation:
Cost of subscription revenue13 47 
Cost of service revenue10 38 
Total amortization of capitalized stock-based compensation$10 $11 $12 $14 $14 $15 $23 $85 
One-time employee separation costs:
Cost of service revenue$— $— $— $— $— $174 $— $— 
Sales and marketing— 282 61 262 — 794 — 63 
General and administrative— — — — — 32 — 1,997 
Total other one-time expenses$— $282 $61 $262 $— $1,000 $— $2,060