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Evolv Technology Reports Record Third Quarter Financial Results

EVLV

Company Raises Outlook for 2022

  • Q3 Revenue of $16.5 million, up 96% year-over-year
  • Q3 Ending ARR of $28.7 million, up 189% year-over-year
  • Q3 Ending RPO of $109.4 million, up 220% year-over-year
  • Q3 Ending Evolv Express® subscriptions of 1,692, up 198% year-over-year

Evolv Technology (NASDAQ: EVLV), the leader in AI-based weapons detection security screening, today announced financial results for its third quarter ended September 30, 20221 and raised its business outlook for 2022.

“We’re pleased to be reporting record third quarter results which were highlighted by strong growth in revenues and continued market expansion,” said Peter George, President and Chief Executive Officer of Evolv Technology. “We experienced particularly robust market adoption with 92 new customers including five of the largest school districts in the United States, over a dozen new hospitals across the nation, as well as the home stadiums of five additional professional sports teams. Our results and momentum position us well to deliver full year growth above our previous outlook for 2022.”

Results for the Third Quarter of 2022

Total revenue for the third quarter of 2022 was $16.5 million, an increase of 96% compared to $8.4 million for the third quarter of 2021. Total Contract Value (“TCV”)2 of orders booked for the third quarter of 2022 was $45.4 million, an increase of 167% compared to $17.0 million in the third quarter of 2021. Annual Recurring Revenue (“ARR”)3 was $28.7 million at the end of third quarter of 2022, an increase of 189% compared to $9.9 million at the end of the third quarter of 2021. Net loss for the third quarter of 2022 was $(18.6) million, or $(0.13) per basic and diluted share, compared to net income attributable to common stockholders for basic and diluted shares of $20.8 million and $21.3 million, respectively, or $0.17 per basic share and $0.14 per diluted share, in the third quarter of 2021. Adjusted earnings (loss)4 for the third quarter of 2022 was $(18.6) million, or $(0.13) per diluted share, compared to adjusted earnings (loss)4 of $(12.9) million, or $(0.08) per diluted share, for the third quarter of 2021. Adjusted EBITDA4 for the third quarter of 2022 was $(18.0) million compared to $(11.5) million in the third quarter of 2021.

Results for the First Nine Months of 2022

Total revenue for the nine months ended September 30, 2022 was $34.3 million, an increase of 104% compared to $16.8 million for the nine months ended September 30, 2021. TCV2 of orders booked for the nine months ended September 30, 2022 was $86.6 million, an increase of 141% compared to $35.9 million for the nine months ended September 30, 2021. Net loss for the nine months ended September 30, 2022 was $(58.1) million, or $(0.40) per basic and diluted share, compared to net loss of $(15.7) million, or $(0.33) per basic and diluted share, for the nine months ended September 30, 2021. Adjusted earnings (loss)4 for the nine months ended September 30, 2022 was $(54.3) million, or $(0.38) per diluted share, compared to $(33.5) million, or $(0.70) per diluted share, for the nine months ended September 30, 2021. Adjusted EBITDA4 for the nine months ended September 30, 2022 was $(51.7) million, compared to $(24.9) million for the nine months ended September 30, 2021.

Company Raises Outlook for 2022

The Company today commented on its business outlook for 2022. The Company's outlook is based on the current indications for its business, which may change at any time.

2022 Business Outlook

Estimate (In millions)

Issued August 10,

2022

Issued November 9,

2022

Total Revenue

$29-$31

$46-$48

Annual Recurring Revenue3 (ARR) at 12/31

$27-$28

$31-$32

Adjusted EBITDA4

($65-$67)

No change

Cash and Cash Equivalents

$220-$230

No change

“We believe we are well positioned to deliver strong top line growth above our previously issued guidance in 2022,” said Mark Donohue, Chief Financial Officer of Evolv Technology. “Our preliminary estimates for 2023 call for exiting ARR in the range of $65 million and $70 million – reflecting growth of more than 100% – and full year revenues in the range of $55 million to $60 million, reflecting our transition towards a subscription model. We also expect to significantly reduce our full year operating cash usage in 2023. We will provide formal detailed guidance for 2023 when we release results for the fourth quarter of 2022.”

Company to Host Live Conference Call and Webcast

The Company’s management team plans to host a live conference call and webcast at 4:30 p.m. Eastern Time today to discuss the financial results as well as management’s outlook for the business and other matters. The conference call may be accessed in the United States by dialing +1.877.692.8955 and using access code 774298. The conference call may be accessed outside of the United States by dialing +1.234.720.6979 and using the same access code. The conference call will be simultaneously webcast on the Company’s investor relations website, which can be accessed at http://ir.evolvtechnology.com. A replay of the conference call will be available for a period of 30 days by dialing +1.866.207.1041 or +1.402.970.0847 and using access code 4430069 or by accessing the webcast replay on the Company’s investor relations website at http://ir.evolvtechnology.com.

About Evolv Technology

Evolv Technology (NASDAQ: EVLV) is transforming 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 weapons detection and analytics. Its mission is to transform security to create a safer world to work, learn, and play. Evolv has digitally transformed the gateways in places where people gather by enabling seamless integration combined with powerful analytics and insights. Evolv’s advanced systems have scanned more than 425 million people, second only to the Department of Homeland Security’s Transportation Security Administration (TSA) in the United States. 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) New Products and Solutions (NPS) Award in the Law Enforcement/Public Safety/Guarding Systems category. Evolv Technology®, Evolv Express®, Evolv Insights®, and Evolv Cortex AI® are registered trademarks or trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions. For more information, visit https://evolvtechnology.com.

1 Amounts herein pertaining to September 30, 2022 represent a preliminary estimate as of the date of this earnings release. More information on our results of operations for the three and nine months ended September 30, 2022 will be provided upon filing our Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

2We define Total Contract Value, or TCV, of orders booked as the total value of the contract over the specified term. Our calculation of TCV 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). TCV should be viewed independently of, and not as a substitute for or forecast of, revenue and deferred revenue. Our calculation of TCV may differ from similarly titled metrics presented by other companies. The fourth quarter of the fiscal year ended December 31, 2022 is the final quarter that we will be reporting TCV.

3We 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.

4Non-GAAP Financial Measures In this press release, the Company’s adjusted operating expenses, adjusted gross profit, adjusted gross margin, adjusted operating income (loss), adjusted EBITDA, adjusted earnings (loss), and adjusted earnings per share-diluted 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 gross profit and adjusted gross margin exclude one-time items which management believes provides a more meaningful representation of contribution margin. Adjusted EBITDA is defined as net income (loss) plus depreciation and amortization, share-based compensation, and certain other one-time expenses. Adjusted earnings (loss) is defined as net income (loss) plus stock-based compensation, change in fair value of derivative liability, 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, change in fair value of common stock warrant liability, restructuring expenses, loss on impairment of lease equipment, and certain other one-time 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 operational 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.

Forward-Looking Statements

This press release contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts should be considered forward-looking statements, including without limitation statements regarding: the transition of our business model, our ability to reduce future cash burn and meet our goals for revenue and profitability, including for fiscal years 2022 and 2023. Forward-looking statements involve the Company’s current expectations and projections relating to its financial condition, competitive position, future financial results, plans, objectives, and business. All statements other than statements of historical facts contained in this press release are forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “should,” “could,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or the negative of these terms or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect the Company’s current views with respect to future events and the Company’s performance and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation 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 history of losses and lack of profitability; the Company’s reliance on third party contract manufacturing; 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 ability for the Company to obtain, maintain, protect and enforce the Company’s intellectual property rights; 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; 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; risk that the COVID-19 pandemic, including variants, vaccine roll-out efforts, and local, state, and federal responses to addressing the pandemic may have an adverse effect on the Company’s business operations, as well as the Company’s financial condition and results of operations; risks associated with inflation and its possible impact on the Company; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on resources; and the other important risk factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission ("SEC") on March 28, 2022, as may be updated in other filings we make with the SEC.

These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

2022

2021

2022

2021

Revenue:

Product revenue

$

9,839

$

5,395

$

19,179

$

10,279

Subscription revenue

5,198

2,312

12,208

5,060

Service revenue

1,493

717

2,923

1,456

Total revenue

16,530

8,424

34,310

16,795

Cost of revenue:

Cost of product revenue

12,960

2,967

23,513

7,386

Cost of subscription revenue

2,207

1,277

5,730

3,080

Cost of service revenue

1,138

713

3,392

1,685

Total cost of revenue

16,305

4,957

32,635

12,151

Gross profit

225

3,467

1,675

4,644

Operating expenses:

Research and development

5,616

3,612

13,947

8,399

Sales and marketing

11,746

10,024

33,169

17,756

General and administrative

8,839

7,535

29,268

12,058

Loss from impairment of property and equipment

626

1,656

1,038

1,656

Total operating expenses

26,827

22,827

77,422

39,869

Loss from operations

(26,602

)

(19,360

)

(75,747

)

(35,225

)

Other income (expense), net:

Interest expense

(188

)

(295

)

(489

)

(5,952

)

Interest income

1,052

1,611

Other expense, net

(57

)

(669

)

(57

)

(669

)

Loss on extinguishment of debt

(865

)

(12,685

)

Change in fair value of derivative liability

475

(1,745

)

Change in fair value of contingent earn-out liability

7,245

32,609

9,754

32,609

Change in fair value of contingently issuable common stock liability

1,081

5,718

2,529

5,718

Change in fair value of public warrant liability

(1,146

)

3,152

4,297

3,152

Change in fair value of common stock warrant liability

42

(879

)

Total other income (expense), net

$

7,987

$

40,167

$

17,645

$

19,549

Net income (loss) attributable to common stockholders – basic

$

(18,615

)

$

20,807

$

(58,102

)

$

(15,676

)

Net income (loss) attributable to common stockholders – diluted

$

(18,615

)

$

21,278

$

(58,102

)

$

(15,676

)

Weighted average common shares outstanding

Basic

144,117,273

119,745,196

143,522,555

47,772,253

Diluted

144,117,273

153,936,436

143,522,555

47,772,253

Net income (loss) per share

Basic

$

(0.13

)

$

0.17

$

(0.40

)

$

(0.33

)

Diluted

$

(0.13

)

$

0.14

$

(0.40

)

$

(0.33

)

Net income (loss)

$

(18,615

)

$

20,807

$

(58,102

)

$

(15,676

)

Other comprehensive income (loss)

Cumulative translation adjustment

45

#

35

#

Total other comprehensive income

45

35

Total comprehensive income (loss)

$

(18,570

)

$

20,807

$

(58,067

)

$

(15,676

)

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

September 30,

2022

December 31,

2021

Assets

Current assets:

Cash and cash equivalents

$

218,499

$

307,492

Restricted cash

400

400

Accounts receivable, net

21,199

6,477

Inventory

6,732

2,890

Current portion of contract assets

5,291

1,459

Current portion of commission asset

2,413

1,645

Prepaid expenses and other current assets

20,223

10,757

Total current assets

274,757

331,120

Restricted cash, noncurrent

275

275

Contract assets, noncurrent

1,524

3,418

Commission asset, noncurrent

4,607

3,719

Property and equipment, net

40,532

23,783

Operating lease right-of-use assets

1,882

Other assets

2,045

542

Total assets

$

325,622

$

362,857

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

11,139

$

6,045

Accrued expenses and other current liabilities

8,884

9,551

Current portion of deferred revenue

15,852

6,599

Current portion of deferred rent

135

Current portion of long-term debt

4,000

2,000

Current portion of operating lease liabilities

1,106

Total current liabilities

40,981

24,330

Deferred revenue, noncurrent

9,234

2,475

Deferred rent, noncurrent

333

Long-term debt, noncurrent

4,959

7,945

Operating lease liabilities, noncurrent

1,147

Contingent earn-out liability

11,452

21,206

Contingently issuable common stock liability

2,735

5,264

Public warrant liability

6,733

11,030

Total liabilities

77,241

72,583

Stockholders’ equity:

Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding at September 30, 2022 and December 31, 2021

Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2022 and December 31, 2021; 144,434,717 and 142,745,021 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

14

14

Additional paid-in capital

412,238

396,064

Accumulated other comprehensive income

35

Accumulated deficit

(163,906

)

(105,804

)

Stockholders’ equity

248,381

290,274

Total liabilities and stockholders’ equity

$

325,622

$

362,857

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

Nine Months Ended

September 30,

2022

2021

Cash flows from operating activities:

Net loss

$

(58,102

)

$

(15,676

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

3,782

1,948

Write-off of inventory

559

400

Adjustment to property and equipment for sales type leases

(625

)

Loss from impairment of property and equipment

1,038

1,656

Loss on disposal of property and equipment

659

Stock-based compensation

15,513

6,032

Non-cash interest expense

14

5,561

Non-cash lease expense

602

Provision recorded for allowance for doubtful accounts

100

(63

)

Loss on extinguishment of debt

12,685

Change in fair value of derivative liability

1,745

Change in fair value of common stock warrant liability

879

Change in fair value of earn-out liability

(9,754

)

(32,609

)

Change in fair value of contingently issuable common stock

(2,529

)

(5,718

)

Change in fair value of public warrant liability

(4,297

)

(3,152

)

Changes in operating assets and liabilities

Accounts receivable

(14,822

)

(5,866

)

Inventory

(4,401

)

(736

)

Commission assets

(1,656

)

(1,102

)

Contract assets

(1,938

)

(3,477

)

Other assets

(629

)

23

Prepaid expenses and other current assets

(9,009

)

(11,535

)

Accounts payable

2,177

240

Deferred revenue

16,005

2,352

Deferred rent

397

Warranty Reserve

(42

)

Accrued expenses and other current liabilities

(750

)

2,834

Operating lease liability

(699

)

Net cash used in operating activities

(69,421

)

(42,565

)

Cash flows from investing activities:

Development of internal-use software

(1,936

)

Purchases of property and equipment

(17,554

)

(10,994

)

Proceeds from sale of property and equipment

312

Net cash used in investing activities

(19,178

)

(10,994

)

Cash flows from financing activities:

Proceeds from exercise of stock options

571

777

Proceeds from issuance of common stock from the PIPE Investment

300,000

Proceeds from the closing of the Merger

84,945

Payment of offering costs from the closing of the Merger and PIPE Investment

(33,968

)

Repayment of financing obligations

(359

)

Proceeds from long-term debt, net of issuance costs

31,882

Repayment of principal on long-term debt

(1,000

)

Net cash provided by (used in) financing activities

(429

)

383,277

Effect of exchange rate changes on cash and cash equivalents

35

Net increase (decrease) in cash, cash equivalents and restricted cash

(88,993

)

329,718

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

308,167

4,704

Cash, cash equivalents and restricted cash at end of period

$

219,174

$

334,422

EVOLV TECHNOLOGY
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

In preparing the condensed consolidated financial statements as of and for the three and six months ended June 30, 2022, the Company identified various errors in its previously issued financial statements. The identified errors impacted the Company's previously issued 2021 quarterly and annual financial statements and its quarterly financial statements for the three months ended March 31, 2022, and accordingly the Company has made adjustments to the prior period amounts presented herein. A summary of the revisions to certain previously reported financial information impacting amounts presented in this earnings release is as follows (in thousands):

Three Months Ended

September 30, 2021

Nine Months Ended

September 30, 2021

As

Previously

Reported

Adjustment

As Revised

As

Previously

Reported

Adjustment

As Revised

Revenue:

Product revenue

$

5,345

$

50

$

5,395

$

10,299

$

(20

)

$

10,279

Subscription revenue

2,305

7

2,312

5,118

(58

)

5,060

Service revenue

717

717

1,429

27

1,456

Total revenue

8,367

57

8,424

16,846

(51

)

16,795

Cost of revenue:

Cost of product revenue

2,933

34

2,967

7,237

149

7,386

Cost of subscription revenue

1,086

191

1,277

2,542

538

3,080

Cost of service revenue

192

521

713

732

953

1,685

Total cost of revenue

4,211

746

4,957

10,511

1,640

12,151

Gross profit

4,156

(689

)

3,467

6,335

(1,691

)

4,644

Operating expenses:

Research and development

3,641

(29

)

3,612

8,330

69

8,399

Sales and marketing expense

8,510

1,514

10,024

17,284

472

17,756

General and administrative

6,983

552

7,535

11,162

896

12,058

Loss from impairment of property and equipment

1,656

1,656

1,656

1,656

Total operating expenses

20,790

2,037

22,827

38,432

1,437

39,869

Loss from operations

(16,634

)

(2,726

)

(19,360

)

(32,097

)

(3,128

)

(35,225

)

Other income (expense), net:

Interest expense, net

(286

)

(9

)

(295

)

(5,988

)

36

(5,952

)

Other expense, net

(669

)

(669

)

(669

)

(669

)

Loss on extinguishment of debt

(865

)

(865

)

(12,685

)

(12,685

)

Change in fair value of derivative liability

475

475

(1,745

)

(1,745

)

Change in fair value of contingent earn-out liability

31,818

791

32,609

31,818

791

32,609

Change in fair value of contingently issuable common stock liability

5,718

5,718

5,718

5,718

Change in fair value of public warrant liability

3,152

3,152

3,152

3,152

Change in fair value of common stock warrant liability

42

42

(879

)

(879

)

Total other income (expense), net

39,385

782

40,167

18,722

827

19,549

Net income (loss) attributable to common stockholders - basic

$

22,751

$

(1,944

)

$

20,807

$

(13,375

)

$

(2,301

)

$

(15,676

)

Net income (loss) attributable to common stockholders - diluted

$

23,222

$

(1,944

)

$

21,278

$

(13,375

)

$

(2,301

)

$

(15,676

)

December 31, 2021

As Previously

Reported

Adjustment

As Revised

Assets

Current assets:

Cash and cash equivalents

$

307,492

$

$

307,492

Restricted cash

400

400

Accounts receivable, net

6,477

6,477

Inventory

5,140

(2,250

)

2,890

Current portion of contract assets

1,459

1,459

Current portion of commission asset

1,645

1,645

Prepaid expenses and other current assets

11,047

(290

)

10,757

Total current assets

333,660

(2,540

)

331,120

Restricted cash, noncurrent

275

275

Contract assets, noncurrent

3,418

3,418

Commission asset, noncurrent

3,719

3,719

Property and equipment, net

21,592

2,191

23,783

Other assets

401

141

542

Total assets

$

363,065

$

(208

)

$

362,857

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

6,363

$

(318

)

$

6,045

Accrued expenses and other current liabilities

9,183

368

9,551

Current portion of deferred revenue

6,690

(91

)

6,599

Current portion of deferred rent

135

135

Current portion of long-term debt

2,000

2,000

Total current liabilities

24,371

(41

)

24,330

Deferred revenue, noncurrent

2,475

2,475

Deferred rent, noncurrent

333

333

Long-term debt, noncurrent

7,945

7,945

Contingent earn-out liability

20,809

397

21,206

Contingently issuable common stock liability

5,264

5,264

Public warrant liability

11,030

11,030

Total liabilities

72,227

356

72,583

Stockholders’ equity:

Convertible preferred stock

Common stock

14

14

Additional paid-in capital

395,563

501

396,064

Accumulated deficit

(104,739

)

(1,065

)

(105,804

)

Stockholders’ equity

290,838

(564

)

290,274

Total liabilities and stockholders’ equity

$

363,065

$

(208

)

$

362,857

EVOLV TECHNOLOGY
RECONCILIATION OF FORECASTED 2022 NET LOSS TO ADJUSTED EBITDA
(In thousands)
(Unaudited)

Twelve Months Ended

December 31, 2022

High

Low

Net income (loss)

$

(76,000

)

$

(78,000

)

Adjustments to reconcile net income (loss) to Adjusted EBITDA:

Depreciation and amortization

5,000

5,000

Stock-based compensation

19,000

19,000

Other one-time expenses

5,000

5,000

Other (income) expense

(18,000

)

(18,000

)

Adjusted EBITDA

$

(65,000

)

$

(67,000

)

EVOLV TECHNOLOGY
SUMMARY OF KEY OPERATING STATISTICS
(Unaudited)

Three Months Ended or as of,

($ in thousands)

March 31,

2021

June 30,

2021

September 30,

2021

December 31,

2021

March 31,

2022

June 30,

2022

September 30,

2022

New customers

13

21

23

27

44

53

92

Total contract value of orders booked

$

8,424

$

10,476

$

16,995

$

17,916

$

19,167

$

22,066

$

45,353

Annual recurring revenue

$

5,424

$

7,423

$

9,932

$

12,907

$

16,641

$

20,865

$

28,741

Remaining performance obligation

$

17,658

$

24,930

$

34,152

$

51,430

$

63,750

$

80,978

$

109,407

Net additions

64

113

176

136

207

237

545

Ending deployed units

278

391

567

703

910

1,147

1,692

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

Three Months Ended,

March 31,

2021

June 30,

2021

September 30,

2021

December 31,

2021

March 31,

2022

June 30,

2022

September 30,

2022

Operating expenses, GAAP

$

9,400

$

7,642

$

22,826

$

19,429

$

24,760

$

25,835

$

26,827

Stock-based compensation(1)

(300

)

(1,052

)

(4,589

)

(3,513

)

(3,819

)

(4,781

)

(6,298

)

Restructuring expenses

(324

)

13

Loss on impairment of lease equipment

(1,656

)

(213

)

(96

)

(316

)

(626

)

Other one-time expenses

(685

)

(1,107

)

(2,298

)

(69

)

Adjusted Operating Expenses

$

9,100

$

6,590

$

15,896

$

15,703

$

19,414

$

18,453

$

19,834

(1) Reflects immaterial adjustments to previously reported stock-based compensation amounts.

EVOLV TECHNOLOGY
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED GROSS PROFIT AND GAAP OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME (LOSS)
(In thousands)
(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2022

2021

2022

2021

Revenue

$

16,530

$

8,424

$

34,310

$

16,795

Cost of revenue

16,305

4,957

32,635

12,151

Gross Profit, GAAP

225

3,467

1,675

4,644

Stock-based compensation(2)

227

66

615

91

Amortization of capitalized stock-based compensation

6

15

Adjusted Gross Profit

$

458

$

3,533

$

2,305

$

4,735

Gross Margin %

1.4

%

41.2

%

4.9

%

27.7

%

Adjusted Gross Margin %

2.8

%

41.9

%

6.7

%

28.2

%

(2) Reflects immaterial adjustments to previously reported stock-based compensation amounts.

Three Months Ended

September 30,

Nine Months Ended

September 30,

2022

2021

2022

2021

Operating income (loss), GAAP

$

(26,602

)

$

(19,360

)

$

(75,747

)

$

(35,225

)

Stock-based compensation

6,525

4,655

15,513

6,032

Amortization of capitalized stock-based compensation

6

15

Restructuring expenses

311

Loss on impairment of lease equipment

626

1,656

1,038

1,656

Other one-time expenses

69

685

3,474

685

Adjusted Operating Income (loss)

$

(19,376

)

$

(12,364

)

$

(55,396

)

$

(26,852

)

EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2022

2021

2022

2021

Net income (loss)

$

(18,615

)

$

20,807

$

(58,102

)

$

(15,676

)

Depreciation & amortization

1,432

846

3,782

1,948

Stock-based compensation

6,525

4,655

15,513

6,032

Interest expense (income)

(864

)

295

(1,122

)

5,952

Loss on disposal of property & equipment

659

659

Loss on extinguishment of debt

865

12,685

Change in fair value of derivative liability

(475

)

1,745

Change in fair value of contingent earn-out liability

(7,245

)

(32,609

)

(9,754

)

(32,609

)

Change in fair value of contingently issuable common stock liability

(1,081

)

(5,718

)

(2,529

)

(5,718

)

Change in fair value of public warrant liability

1,146

(3,152

)

(4,297

)

(3,152

)

Change in fair value of common stock warrant liability

(42

)

879

Restructuring expenses

311

Loss on impairment of lease equipment

626

1,656

1,038

1,656

Other one-time expenses

69

685

3,474

685

Adjusted EBITDA

$

(18,007

)

$

(11,528

)

$

(51,686

)

$

(24,914

)

EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EARNINGS (LOSS)
(In thousands, except share and per share data)
(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2022

2021

2022

2021

Net income (loss) attributable to common stockholders – diluted

$

(18,615

)

$

21,278

$

(58,102

)

$

(15,676

)

Stock-based compensation

6,525

4,655

15,513

6,032

Amortization of capitalized stock-based compensation

6

15

Loss on extinguishment of debt

865

12,685

Change in fair value of derivative liability

(475

)

1,745

Change in fair value of contingent earn-out liability

(7,245

)

(32,609

)

(9,754

)

(32,609

)

Change in fair value of contingently issuable common stock liability

(1,081

)

(5,718

)

(2,529

)

(5,718

)

Change in fair value of public warrant liability

1,146

(3,152

)

(4,297

)

(3,152

)

Change in fair value of common stock warrant liability

(42

)

879

Restructuring expenses

311

Loss on impairment of lease equipment

626

1,656

1,038

1,656

Other one-time expenses

69

685

3,474

685

Adjusted earnings (loss) attributable to common stockholders - diluted

$

(18,569

)

$

(12,857

)

$

(54,331

)

$

(33,473

)

Weighted average common shares outstanding – diluted

144,117,273

153,936,436

143,522,555

47,772,253

Adjusted Earnings Per Share – diluted

$

(0.13

)

$

(0.08

)

$

(0.38

)

$

(0.70

)