Evolv Technology Completes Restatement of Previously Issued Financial Statements and Reports Third Quarter, Fourth Quarter and Full Year 2024 Financial Results (Form 8-K)

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,
			2024						2023						% Change						2024						2023						% Change
									(Restated)																		(Restated)
Recurring revenue			$	23,678					$	17,074					39		%				$	87,419					$	50,915					72		%
Non-recurring revenue			5,422						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,
			2024						2023						% Change						2024						2023						% Change
									(Restated)																		(Restated)
Recurring revenue			$	23,764					$	13,907					71		%				$	63,741					$	33,841					88		%
Non-recurring revenue			3,596						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,
			2024						2023						2024						2023
									(Restated)												(Restated)
Net loss			$	(15,720)					$	(17,198)					$	(54,017)					$	(108,048)
Non-cash expense			6,870						7,461						22,504						59,199
Changes in operating assets and liabilities			12,054						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,
			2024						2023						2024						2023
									(Restated)												(Restated)
Net loss			$	(30,443)					$	5,046					$	(38,297)					$	(90,850)
Non-cash expense			26,306						(16,055)						15,634						51,738
Changes in operating assets and liabilities			7,812						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.