Exhibit 99.1
image_0a.jpg
Investor Relations:
Brian Norris
Vice President of Finance and Investor Relations
bnorris@evolvtechnology.com
Evolv Technology Reports Record Fourth Quarter and Full Year Financial Results

Q4 Revenue of $20.9 million, up 217% year-over-year
Q4 Ending ARR1 of $34.1 million, up 164% year-over-year
Q4 Ending RPO2 of $144.6 million, up 181% year-over-year
Q4 Ending Evolv Express® subscriptions of 2,267, up 222% year-over-year

Waltham, Massachusetts – March 1, 2023 – Evolv Technology (NASDAQ: EVLV), the leader in AI-based weapons detection security screening, today announced financial results for its fourth quarter and year ended December 31, 20223 and issued its business outlook for 2023.

“We’re pleased to be reporting strong fourth quarter results which capped a historic year of accelerated growth for the Company,” said Peter George, President and Chief Executive Officer of Evolv Technology. “Our results were highlighted by the addition of over 100 new customers in the fourth quarter including the Buffalo School District, the Duval County Schools, the Stony Brook University Hospital, the Honolulu Museum of Art, the Ocean Casino Resort, the Seabreeze Amusement Park, the Philadelphia Phillies, the Houston Astros, and the Tampa Bay Lightning. Looking ahead, we believe we are well positioned to achieve our goal of doubling our Annual Recurring Revenue in 2023 and further extending our market leadership.”

Results for the Fourth Quarter of 2022
Total revenue for the three months ended December 31, 2022 was $20.9 million, an increase of 217% compared to $6.6 million for the three months ended December 31, 2021. Total Contract Value (“TCV”)4 of orders booked for the three months ended December 31, 2022 was $57.6 million, an increase of 222% compared to $17.9 million in the three months ended December 31, 2021. Annual Recurring Revenue (“ARR”)1 was $34.1 million as of December 31, 2022, an increase of 164% compared to $12.9 million as of December 31, 2021. Net loss for the three months ended December 31, 2022 was $(28.1) million, or $(0.19) per basic and diluted share, compared to net income of $4.8 million or $0.03 per basic and diluted share in the three months ended December 31, 2021. Adjusted earnings (loss)5 for the three months ended December 31, 2022 was $(18.1) million, or $(0.12) per diluted share, compared to adjusted earnings (loss)5 of $(16.3) million, or $(0.10) per diluted share, for three months ended December 31, 2021. Adjusted EBITDA5 for the three months ended December 31, 2022 was $(17.8) million compared to $(15.2) million in the three months ended December 31, 2021.

Results for 2022
Total revenue in 2022 was $55.2 million, an increase of 136% compared to $23.4 million in 2021. TCV4 of orders booked in 2022 was $144.1 million, an increase of 168% compared to $53.8 million in 2021. Net loss in 2022 was $(86.2) million, or $(0.60) per basic and diluted share, compared to net loss of $(10.9) million, or $(0.15) per basic and diluted share, in 2021. Adjusted earnings (loss)5 in 2022 was $(72.4) million, or $(0.50) per diluted share, compared to $(49.8) million, or $(0.69) per diluted share, in 2021. Adjusted EBITDA5 in 2022 was $(69.4) million, compared to $(40.2) million in 2021.



Company Issues Outlook for 2023
The Company today commented on its business outlook for 2023. The Company's outlook is based on the current indications for its business, which may change at any time.
2023 Business Outlook
Estimate (In millions)
Issued March 1, 2023
Total Revenue$55-$60
Annual Recurring Revenue1 (ARR) at 12/31/23
$65-$70
Adjusted EBITDA5
($55-$60)
Cash and Cash Equivalents$165-$175

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 3784749. 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. The press release with the financial results as well as the accompanying investor presentation materials will be accessible from the Company’s website prior to the conference call. 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 9681780 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 live, 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 500 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, visithttps://evolvtechnology.com.
1 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.
2 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.
3 Amounts herein pertaining to December 31, 2022 represent a preliminary estimate as of the date of this earnings release. More information on our results of operations for the twelve months ended December 31, 2022 will be provided upon filing our Annual Report on Form 10-K with the Securities and Exchange Commission.
4 We 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.
5 Non-GAAP Financial Measures 
In this press release, the Company’s adjusted operating expenses, adjusted gross profit (loss), 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 including stock-based compensation expense which management believes provides a more meaningful representation of contribution margin. Adjusted operating expenses is defined as operating expenses less one-time items including stock-based compensation expense, restructuring expenses, and loss on impairment of lease equipment which management believes provides a more meaningful representation of on-going operating expense levels. 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. The Company is unable to provide a reconciliation of non-GAAP Adjusted EBITDA to Net Income (Loss), its most directly comparable GAAP financial measure, on a forward-looking basis without unreasonable effort, because items that impact this GAAP financial measure 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.
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 other than statements of historical facts, including without limitation statements regarding our ability to meet our goals for revenue and profitability, as well as our estimates for cash and cash equivalents, including for fiscal year 2023, our ability to retain existing and acquire new customers, and our ability to maintain our market position are forward looking statements. Words such as “believe” “may,” “will,” “expect,” “should,” “could,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “project,” “plan,” “target,” “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. These statements are neither promises nor guarantees, but 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: 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 and a global supply chain; 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; 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; risk that the COVID-19 pandemic may have an adverse effect on the Company’s business operations, as well as the Company’s financial condition and results of operations; the impact of fluctuating economic conditions; the need for additional capital to support business growth, which might not be available on acceptable terms, if at all; risks related to our indebtedness; 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, 2021 filed with the Securities and Exchange Commission ("SEC") on March 28, 2022, as updated in other filings we make with the SEC including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 that was filed with the SEC on November 9, 2022, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.
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
December 31,
Twelve Months Ended
December 31,
2022202120222021
Revenue:
Product revenue$12,806 $3,352 $31,985 $13,631 
Subscription revenue5,361 2,743 17,569 7,803 
Service revenue2,718 503 5,641 1,959 
Total revenue20,885 6,598 55,195 23,393 
Cost of revenue:
Cost of product revenue18,062 4,893 41,575 12,279 
Cost of subscription revenue1,739 1,421 7,469 4,501 
Cost of service revenue1,030 899 4,422 2,584 
Total cost of revenue20,831 7,213 53,466 19,364 
Gross profit54 (615)1,729 4,029 
Operating expenses:
Research and development4,824 3,059 18,771 11,458 
Sales and marketing13,243 8,343 46,412 26,099 
General and administrative8,451 7,811 37,719 19,869 
Loss from impairment of property and equipment123 213 1,161 1,869 
Total operating expenses26,641 19,426 104,063 59,295 
Loss from operations(26,587)(20,041)(102,334)(55,266)
Other income (expense), net:
Interest expense(223)(116)(712)(6,068)
Interest income1,554 — 3,165 — 
Other expense, net(7)52 (64)(617)
Loss on extinguishment of debt— — — (12,685)
Change in fair value of derivative liability— — — (1,745)
Change in fair value of contingent earn-out liability(2,766)14,751 6,988 47,360 
Change in fair value of contingently issuable common stock liability(657)688 1,872 6,406 
Change in fair value of public warrant liability609 9,454 4,906 12,606 
Change in fair value of common stock warrant liability— — — (879)
Total other income (expense), net$(1,490)$24,829 $16,155 $44,378 
Net income (loss)$(28,077)$4,788 $(86,179)$(10,888)
Weighted average common shares outstanding
Basic144,856,047142,403,779143,858,66871,662,694
Diluted144,856,047161,906,393143,858,66871,662,694
Net income (loss) per share
Basic$(0.19)$0.03 $(0.60)$(0.15)
Diluted$(0.19)$0.03 $(0.60)$(0.15)
Net income (loss)$(28,077)$4,788 $(86,179)$(10,888)
Other comprehensive income (loss)
Cumulative translation adjustment(45)— (10)— 
Total other comprehensive income(45)— (10)— 
Total comprehensive income (loss)$(28,122)$4,788 $(86,189)$(10,888)



EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
December 31, 2022December 31, 2021
Assets
Current assets:
Cash and cash equivalents$229,783 $307,492 
Restricted cash— 400 
Accounts receivable, net31,920 6,477 
Inventory10,257 2,890 
Current portion of contract assets2,852 1,459 
Current portion of commission asset3,232 1,645 
Prepaid expenses and other current assets14,388 10,757 
Total current assets292,432 331,120 
Restricted cash, noncurrent275 275 
Contract assets, noncurrent1,386 3,418 
Commission asset, noncurrent6,034 3,719 
Property and equipment, net44,707 23,783 
Operating lease right-of-use assets1,673 — 
Other assets1,835 542 
Total assets$348,342 $362,857 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$18,194 $6,045 
Accrued expenses and other current liabilities11,545 9,551 
Current portion of deferred revenue18,273 6,599 
Current portion of deferred rent— 135 
Current portion of long-term debt10,000 2,000 
Current portion of operating lease liabilities1,114 — 
Total current liabilities59,126 24,330 
Deferred revenue, noncurrent17,695 2,475 
Deferred rent, noncurrent— 333 
Long-term debt, noncurrent19,683 7,945 
Operating lease liabilities, noncurrent892 — 
Contingent earn-out liability14,218 21,206 
Contingently issuable common stock liability3,392 5,264 
Public warrant liability6,124 11,030 
Total liabilities121,130 72,583 
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 authorized at December 31, 2022 and December 31, 2021; no shares issued and outstanding at December 31, 2022 and December 31, 2021— — 
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at December 31, 2022 and December 31, 2021, respectively; 145,204,974 and 142,745,021 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively15 14 
Additional paid-in capital419,190 396,064 
Accumulated other comprehensive income(10)— 
Accumulated deficit(191,983)(105,804)
Stockholders’ equity227,212 290,274 
Total liabilities and stockholders’ equity$348,342 $362,857 



EVOLV TECHNOLOGY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Twelve Months Ended
December 31,
20222021
Cash flows from operating activities:
Net loss$(86,179)$(10,888)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization5,465 2,895 
Write-off of inventory1,582 2,132 
Adjustment to property and equipment for sales type leases(625)(91)
Loss from impairment of property and equipment1,161 1,869 
Loss on disposal of property and equipment— 617 
Stock-based compensation22,498 9,596 
Non-cash interest expense55 5,245 
Non-cash lease expense811 — 
Provision recorded for allowance for doubtful accounts150 (13)
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(6,988)(47,360)
Change in fair value of contingently issuable common stock(1,872)(6,406)
Change in fair value of public warrant liability(4,906)(12,606)
Changes in operating assets and liabilities
Accounts receivable(25,593)(5,063)
Inventory(8,495)(3,436)
Commission assets(3,902)(3,072)
Contract assets639 (4,877)
Other assets(419)32 
Prepaid expenses and other current assets(3,174)(9,148)
Accounts payable7,661 765 
Deferred revenue26,887 4,832 
Deferred rent— 457 
Warranty Reserve— (42)
Accrued expenses and other current liabilities1,462 2,472 
Operating lease liability(946)— 
Net cash used in operating activities(74,728)(56,781)
Cash flows from investing activities:
Development of internal-use software(2,720)(1,028)
Purchases of property and equipment(21,473)(16,557)
Proceeds from sale of property and equipment312 — 
Net cash used in investing activities(23,881)(17,585)
Cash flows from financing activities:
Proceeds from exercise of stock options827 915 
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— (34,132)
Repayment of financing obligations— (359)
Proceeds from long-term debt, net of issuance costs29,683 31,882 
Repayment of principal on long-term debt(10,000)(5,422)
Net cash provided by (used in) financing activities20,510 377,829 
Effect of exchange rate changes on cash and cash equivalents(10)— 
Net increase (decrease) in cash, cash equivalents and restricted cash(78,109)303,463 
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period308,167 4,704 
Cash, cash equivalents and restricted cash at end of period$230,058 $308,167 




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):

Year Ended
December 31, 2021
As Previously ReportedAdjustmentAs Revised
Revenue:
Product revenue$13,917 $(286)$13,631 
Subscription revenue7,855 (52)7,803 
Service revenue1,920 39 1,959 
Total revenue23,692 (299)23,393 
Cost of revenue:
Cost of product revenue12,471 (192)12,279 
Cost of subscription revenue3,644 857 4,501 
Cost of service revenue936 1,648 2,584 
Total cost of revenue17,051 2,313 19,364 
Gross profit6,641 (2,612)4,029 
Operating expenses:
Research and development11,416 42 11,458 
Sales and marketing expense27,404 (1,305)26,099 
General and administrative20,013 (144)19,869 
Loss from impairment of property and equipment1,869 — 1,869 
Total operating expenses60,702 (1,407)59,295 
Loss from operations(54,061)(1,205)(55,266)
Other income (expense), net:
Interest expense, net(6,095)27 (6,068)
Interest income— — — 
Loss on disposal of property and equipment(617)— (617)
Loss on extinguishment of debt(12,685)— (12,685)
Change in fair value of derivative liability(1,745)— (1,745)
Change in fair value of contingent earn-out liability46,212 1,148 47,360 
Change in fair value of contingently issuable common stock liability6,406 — 6,406 
Change in fair value of public warrant liability12,606 — 12,606 
Change in fair value of common stock warrant liability(879)— (879)
Total other income (expense), net43,203 1,175 44,378 
Net loss$(10,858)$(30)$(10,888)




December 31, 2021
As Previously ReportedAdjustmentAs Revised
Assets
Current assets:
Cash and cash equivalents$307,492 $— $307,492 
Restricted cash400 — 400 
Accounts receivable, net6,477 — 6,477 
Inventory5,140 (2,250)2,890 
Current portion of contract assets1,459 — 1,459 
Current portion of commission asset1,645 — 1,645 
Prepaid expenses and other current assets11,047 (290)10,757 
Total current assets333,660 (2,540)331,120 
Restricted cash, noncurrent275 — 275 
Contract assets, noncurrent3,418 — 3,418 
Commission asset, noncurrent3,719 — 3,719 
Property and equipment, net21,592 2,191 23,783 
Other assets401 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 liabilities9,183 368 9,551 
Current portion of deferred revenue6,690 (91)6,599 
Current portion of deferred rent135 — 135 
Current portion of long-term debt2,000 — 2,000 
Total current liabilities24,371 (41)24,330 
Deferred revenue, noncurrent2,475 — 2,475 
Deferred rent, noncurrent333 — 333 
Long-term debt, noncurrent7,945 — 7,945 
Contingent earn-out liability20,809 397 21,206 
Contingently issuable common stock liability5,264 — 5,264 
Public warrant liability11,030 — 11,030 
Total liabilities72,227 356 72,583 
Stockholders’ equity:
Convertible preferred stock— — — 
Common stock14 — 14 
Additional paid-in capital395,563 501 396,064 
Accumulated deficit(104,739)(1,065)(105,804)
Stockholders’ equity290,838 (564)290,274 
Total liabilities and stockholders’ equity$363,065 $(208)$362,857 



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
December 31,
2022
New customers13 21 23 27 44 53 92 106 
Total contract value of orders booked$8,424 $10,476 $16,995 $17,916 $19,167 $22,066 $45,285 $57,625 
Annual recurring revenue$5,424 $7,423 $9,932 $12,907 $16,641 $20,865 $28,741 $34,120 
Remaining performance obligation$17,658 $24,930 $34,152 $51,430 $63,750 $80,978 $109,407 $144,561 
Net additions64 113 176 136 207 237 545 575 
Ending deployed units278 391 567 703 910 1,147 1,692 2,267 

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
December 31,
2022
Operating expenses, GAAP$9,400 $7,642 $22,826 $19,429 $24,760 $25,835 $26,827 $26,641 
Stock-based compensation(1)
(300)(1,052)(4,589)(3,513)(3,819)(4,781)(6,298)(6,771)
Restructuring expenses— — — — (324)13 — — 
Loss on impairment of lease equipment— — (1,656)(213)(96)(316)(626)(123)
Other one-time expenses— — (685)— (1,107)(2,298)(69)(41)
Adjusted Operating Expenses$9,100 $6,590 $15,896 $15,703 $19,414 $18,453 $19,834 $19,706 

(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
December 31,
Twelve Months Ended
December 31,
2022202120222021
Revenue$20,885 $6,598 $55,195 $23,393 
Cost of revenue20,831 7,213 53,466 19,364 
Gross Profit, GAAP54 (615)1,729 4,029 
Stock-based compensation(2)
214 51 829 142 
Amortization of capitalized stock-based compensation24 
Adjusted Gross Profit$277 $(562)$2,582 $4,173 
Gross Margin %0.3 %(9.3)%3.1 %17.2 %
Adjusted Gross Margin %1.3 %(8.5)%4.7 %17.8 %
(2) Reflects immaterial adjustments to previously reported stock-based compensation amounts.

Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022202120222021
Operating income (loss), GAAP$(26,587)$(20,041)$(102,334)$(55,266)
Stock-based compensation6,985 3,564 22,498 9,596 
Amortization of capitalized stock-based compensation24 
Restructuring expenses— — 311 — 
Loss on impairment of lease equipment123 213 1,161 1,869 
Other one-time expenses41 — 3,515 685 
Adjusted Operating Income (loss)$(19,429)$(16,262)$(74,825)$(43,114)




EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022202120222021
Net income (loss)$(28,077)$4,788 $(86,179)$(10,888)
Depreciation & amortization(3)
1,683 1,041 5,465 2,895 
Stock-based compensation6,985 3,564 22,498 9,596 
Interest expense (income)(1,331)116 (2,453)6,068 
Loss on disposal of property & equipment— (42)— 617 
Loss on extinguishment of debt— — — 12,685 
Change in fair value of derivative liability— — — 1,745 
Change in fair value of contingent earn-out liability2,766 (14,751)(6,988)(47,360)
Change in fair value of contingently issuable common stock liability657 (688)(1,872)(6,406)
Change in fair value of public warrant liability(609)(9,454)(4,906)(12,606)
Change in fair value of common stock warrant liability— — — 879 
Restructuring expenses— — 311 — 
Loss on impairment of lease equipment123 213 1,161 1,869 
Other one-time expenses41 — 3,515 685 
Adjusted EBITDA$(17,762)$(15,213)$(69,448)$(40,221)
(3) Reflects immaterial adjustments to previously reported depreciation and amortization amounts.
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,
2022202120222021
Net income (loss)$(28,077)$4,788 $(86,179)$(10,888)
Stock-based compensation6,985 3,564 22,498 9,596 
Amortization of capitalized stock-based compensation24 
Loss on extinguishment of debt— — — 12,685 
Change in fair value of derivative liability— — — 1,745 
Change in fair value of contingent earn-out liability2,766 (14,751)(6,988)(47,360)
Change in fair value of contingently issuable common stock liability657 (688)(1,872)(6,406)
Change in fair value of public warrant liability(609)(9,454)(4,906)(12,606)
Change in fair value of common stock warrant liability— — — 879 
Restructuring expenses— — 311 — 
Loss on impairment of lease equipment123 213 1,161 1,869 
Other one-time expenses41 — 3,515 685 
Adjusted earnings (loss)$(18,105)$(16,326)$(72,436)$(49,799)
Weighted average common shares outstanding – diluted144,856,047 161,906,393 143,858,668 71,662,694 
Adjusted Earnings Per Share – diluted$(0.12)$(0.10)$(0.50)$(0.69)