Form: 8-K

Current report filing

November 9, 2023


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

– Company Reaffirms Previously Raised Outlook for 2023 and Issues Outlook for 2024 Above Street Consensus

Q3 Revenue of $20.2 million, up 22% year-over-year
Q3 Ending ARR1 of $65.8 million, up 129% year-over-year
Q3 Ending RPO2 of $221.1 million, up 102% year-over-year
Q3 Ending Evolv Express® subscriptions of 4,014, up 137% year-over-year

Waltham, Massachusetts – November 10, 2023 – Evolv Technology (NASDAQ: EVLV), the leader in AI-based weapons detection security screening, today announced financial results for the quarter ended September 30, 2023, reaffirmed its previously raised business outlook for 2023 and issued its preliminary outlook for 2024..

Results for the Third Quarter of 2023
Total revenue for the third quarter of 2023 was $20.2 million, an increase of 22% compared to $16.5 million for the third quarter of 2022. Annual Recurring Revenue (“ARR”)1 was $65.8 million at the end of third quarter of 2023, an increase of 129% compared to $28.7 million at the end of the third quarter of 2022. Net income for the third quarter of 2023 was $6.0 million, or $0.04 per basic share and $0.03 per diluted share, compared to net loss of $(18.6) million, or $(0.13) per basic and diluted share, in the third quarter of 2022. Adjusted earnings (loss)3 for the third quarter of 2023 was $(12.0) million, or $(0.08) per diluted share, compared to adjusted earnings (loss)3 of $(18.6) million, or $(0.13) per diluted share, for the third quarter of 2022. Adjusted EBITDA3 for the third quarter of 2023 was $(11.1) million compared to $(18.0) million in the third quarter of 2022. As of September 30, 2023, the Company had cash, cash equivalents, marketable securities, and restricted cash of $140.4 million and no debt.

Results for the First Nine Months of 2023
Total revenue for the nine months ended September 30, 2023 was $58.6 million, an increase of 71% compared to $34.3 million for the nine months ended September 30, 2022. Net loss for the nine months ended September 30, 2023 was $(89.4) million, or $(0.60) per basic and diluted share, compared to net loss of $(58.1) million, or $(0.40) per basic and diluted share, in the nine months ended September 30, 2022. Adjusted earnings (loss)3 for the nine months ended September 30, 2023 was $(43.1) million, or $(0.29) per diluted share, compared to adjusted earnings (loss)3 of $(54.3) million, or $(0.38) per diluted share, for the nine months ended September 30, 2022. Adjusted EBITDA3 for the nine months ended September 30, 2023 was $(40.3) million compared to $(51.7) million in the nine months ended September 30, 2022.









The following table summarizes the breakdown of recurring and non-recurring revenue4 during each quarter:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2023 2022 % Change 2023 2022 % Change
Recurring revenue $ 14,377  $ 6,221  131  % $ 35,141  $ 13,984  151  %
Non-recurring revenue 5,814  10,309  (44) % 23,456  20,326  15  %
Total revenue $ 20,191  $ 16,530  22  % $ 58,597  $ 34,310  71  %


The following table summarizes operating cash flows during each quarter:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
Net income (loss) $ 5,999  $ (18,615) $ (89,364) $ (58,102)
Non-cash (income) expense (16,446) 1,771  51,784  4,403 
Changes in operating assets and liabilities 12,544  (82) 30,922  (15,722)
Net cash provided by (used in) operating activities $ 2,097  $ (16,926) $ (6,658) $ (69,421)

Company Provides Preliminary Outlook for 2024
The Company today reaffirmed its business outlook for 2023 as previously raised on October 12, 2023 and provided a preliminary outlook for 2024. The Company's outlook is based on the current indications for its business, which may change at any time.

2023 Business Outlook 2024 Business Outlook
Estimate ($ in millions)
Raised October 12, 2023
Issued November 9, 2023
Issued November 9, 2023
Total Revenue $75-$77 Reaffirmed ~$115
ARR1 (ARR) at 12/31/23
$73-$75 Reaffirmed $108-$112
Adjusted Gross Margin3
43%-45% Reaffirmed ~60%
Adjusted EBITDA3
($50-$53) Reaffirmed Improve by 40%+

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 825879. 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 4536095 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 1 billion 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®, Evolv Cortex AI®, and Evolv Extend™ are registered trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions. For more information, visit https://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 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 gross profit and adjusted gross margin exclude one-time items and 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, 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 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 non-GAAP 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.
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 other than statements of historical facts, including without limitation statements regarding our ability to meet our 2023 guidance for revenue, ARR, adjusted gross margin, and adjusted EBITDA, as well as our estimates for cash and cash equivalents for fiscal year 2023. 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, competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, and 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 loss of designation of the Evolv Express system as a Qualified Anti-Terrorism Technology under the Homeland Security SAFETY Act; 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; the impact of fluctuating general economic and market conditions; the need for additional capital to support business growth, which might not be available on acceptable terms, if at all; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on resources, and the Company’s ability to identify and implement digital advances in its technology. 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, 2022 filed with the Securities and Exchange Commission ("SEC") on March 24, 2023, as may be updated from time to time in other filings we make with the SEC including our Quarterly Report on Form 10-Q for the quarter ended on June 30, 2023 that was filed with the SEC on August 10, 2023, 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
CONDENSED 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,
2023 2022 2023 2022
Revenue:
Product revenue $ 3,191  $ 9,839  $ 19,188  $ 19,179 
Subscription revenue 10,231  5,198  24,661  12,208 
Service revenue 4,757  1,493  12,736  2,923 
License fee and other revenue 2,012  —  2,012  — 
Total revenue 20,191  16,530  58,597  34,310 
Cost of revenue:
Cost of product revenue 3,153  12,960  21,453  23,513 
Cost of subscription revenue 4,231  2,207  9,988  5,730 
Cost of service revenue 1,417  1,138  3,588  3,392 
Total cost of revenue 8,801  16,305  35,029  32,635 
Gross profit 11,390  225  23,568  1,675 
Operating expenses:
Research and development 6,409  5,616  18,193  13,947 
Sales and marketing 13,919  11,746  40,336  33,169 
General and administrative 11,273  8,839  31,073  29,268 
Loss from impairment of property and equipment 28  626  322  1,038 
Total operating expenses 31,629  26,827  89,924  77,422 
Loss from operations (20,239) (26,602) (66,356) (75,747)
Other income (expense), net:
Interest expense —  (188) (654) (489)
Interest income 1,791  1,052  4,597  1,611 
Other expense, net (64) (57) (67) (57)
Loss on extinguishment of debt —  —  (626) — 
Change in fair value of contingent earn-out liability 14,078  7,245  (17,353) 9,754 
Change in fair value of contingently issuable common stock liability 2,277  1,081  (3,560) 2,529 
Change in fair value of public warrant liability 8,156  (1,146) (5,345) 4,297 
Total other income (expense), net 26,238  7,987  $ (23,008) $ 17,645 
Net income (loss) $ 5,999  $ (18,615) $ (89,364) $ (58,102)
Weighted average common shares outstanding
Basic 150,206,893 144,117,273 148,521,299 143,522,555
Diluted 173,976,375 144,117,273 148,521,299 143,522,555
Net income (loss) per share
Basic $ 0.04  $ (0.13) $ (0.60) $ (0.40)
Diluted $ 0.03  $ (0.13) $ (0.60) $ (0.40)
Net income (loss) $ 5,999  $ (18,615) $ (89,364) $ (58,102)
Other comprehensive income (loss)
Cumulative translation adjustment 34  45  35 
Total other comprehensive income 34  45  35 
Total comprehensive income (loss) $ 6,033  $ (18,570) $ (89,363) $ (58,067)



EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
September 30, 2023 December 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 99,617  $ 229,783 
Restricted cash 1,000  — 
Marketable securities 39,487  — 
Accounts receivable, net 29,786  31,920 
Inventory 7,826  10,257 
Current portion of contract assets 3,667  2,852 
Current portion of commission asset 3,908  3,384 
Prepaid expenses and other current assets 16,500  14,388 
Total current assets 201,791  292,584 
Restricted cash, noncurrent 275  275 
Contract assets, noncurrent 496  1,386 
Commission asset, noncurrent 6,888  5,655 
Property and equipment, net 93,995  44,707 
Operating lease right-of-use assets 1,537  1,673 
Other assets 1,483  1,835 
Total assets $ 306,465  $ 348,115 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 13,887  $ 18,194 
Accrued expenses and other current liabilities 12,164  11,545 
Current portion of deferred revenue 53,041  18,273 
Current portion of long-term debt —  10,000 
Current portion of operating lease liabilities 1,655  1,114 
Total current liabilities 80,747  59,126 
Deferred revenue, noncurrent 19,478  17,695 
Long-term debt, noncurrent —  19,683 
Operating lease liabilities, noncurrent 133  892 
Contingent earn-out liability 31,571  14,218 
Contingently issuable common stock liability 6,952  3,392 
Public warrant liability 11,469  6,124 
Total liabilities 150,350  121,130 
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2023 and December 31, 2022; no shares issued and outstanding at September 30, 2023 and December 31, 2022 —  — 
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2023 and December 31, 2022; 150,661,124 and 145,204,974 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
15  15 
Additional paid-in capital 437,683  419,190 
Accumulated other comprehensive loss (9) (10)
Accumulated deficit (281,574) (192,210)
Stockholders’ equity 156,115  226,985 
Total liabilities and stockholders’ equity $ 306,465  $ 348,115 



EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2023 2022
Cash flows from operating activities:
Net loss $ (89,364) $ (58,102)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 6,781  3,782 
Write-off of inventory and change in inventory reserve 581  559 
Adjustment to property and equipment for sales type leases —  (625)
Loss from impairment of property and equipment 322  1,038 
Stock-based compensation 17,303  15,513 
Non-cash interest expense 22  14 
Accretion of discount on marketable securities (482) — 
Non-cash lease expense 136  602 
Change in allowance for expected credit losses 237  100 
Loss on extinguishment of debt 626  — 
Change in fair value of earn-out liability 17,353  (9,754)
Change in fair value of contingently issuable common stock 3,560  (2,529)
Change in fair value of public warrant liability 5,345  (4,297)
Changes in operating assets and liabilities
Accounts receivable 2,107  (14,822)
Inventory 2,041  (4,401)
Commission assets (1,757) (1,656)
Contract assets 75  (1,938)
Other assets 352  (629)
Prepaid expenses and other current assets (2,111) (9,009)
Accounts payable (6,396) 2,177 
Deferred revenue 36,551  16,005 
Accrued expenses and other current liabilities 278  (750)
Operating lease liability (218) (699)
Net cash used in operating activities (6,658) (69,421)
Cash flows from investing activities:
Development of internal-use software (2,202) (1,936)
Purchases of property and equipment (51,646) (17,554)
Proceeds from sale of property and equipment 60  312 
Purchases of marketable securities (58,652) — 
Proceeds from maturities of marketable securities 19,647  — 
Net cash used in investing activities (92,793) (19,178)
Cash flows from financing activities:
Proceeds from exercise of stock options and warrants 616  571 
Proceeds from long-term debt 1,876  — 
Repayment of principal on long-term debt (31,876) (1,000)
Payment of debt issuance costs and prepayment penalty (332) — 
Net cash provided by (used in) financing activities (29,716) (429)
Effect of exchange rate changes on cash and cash equivalents 35 
Net increase (decrease) in cash, cash equivalents and restricted cash (129,166) (88,993)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period 230,058  308,167 
Cash, cash equivalents and restricted cash at end of period $ 100,892  $ 219,174 



EVOLV TECHNOLOGY
SUMMARY OF KEY OPERATING STATISTICS
(Unaudited)
Three Months Ended or as of,
($ in thousands) March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
New customers 44  53  92  106  61  74  70 
Annual recurring revenue $ 16,641  $ 20,865  $ 28,741  $ 34,120  $ 42,021  $ 54,339  $ 65,774 
Recurring revenue $ 3,159  $ 4,604  $ 6,221  $ 7,388  $ 9,075  $ 11,689  $ 14,377 
Remaining performance obligation $ 63,750  $ 80,978  $ 109,407  $ 144,561  $ 161,813  $ 198,296  $ 221,126 
Net additions 207  237  545  575  520  599  628 
Ending deployed units 910  1,147  1,692  2,267  2,787  3,386  4,014 

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

Three Months Ended,
March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
Operating expenses, GAAP $ 24,760  $ 25,835  $ 26,827  $ 26,868  $ 27,256  $ 31,039  $ 31,629 
Stock-based compensation (3,819) (4,781) (6,298) (6,771) (4,898) (6,505) (5,454)
Restructuring expenses (324) 13  —  —  —  —  — 
Loss on impairment of lease equipment (96) (316) (626) (123) (137) (157) (28)
Other one-time expenses (1,107) (2,298) (69) (41) (53) (683) (945)
Adjusted Operating Expenses $ 19,414  $ 18,453  $ 19,834  $ 19,933  $ 22,168  $ 23,694  $ 25,202 




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
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
Revenue $ 20,191  $ 16,530  $ 58,597  $ 34,310 
Cost of Revenue 8,801  16,305  35,029  32,635 
Gross Profit, GAAP 11,390  225  23,568  1,675 
Stock-based compensation 117  227  446  615 
Amortization of capitalized stock-based compensation 12  33  15 
Adjusted Gross Profit $ 11,519  $ 458  $ 24,047  $ 2,305 
Gross Margin % 56.4  % 1.4  % 40.2  % 4.9  %
Adjusted Gross Margin % 57.1  % 2.8  % 41.0  % 6.7  %

Three Months Ended
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
Operating income (loss), GAAP $ (20,239) $ (26,602) $ (66,356) $ (75,747)
Stock-based compensation 5,571  6,525  17,303  15,513 
Amortization of capitalized stock-based compensation 12  33  15 
Restructuring expenses —  —  —  311 
Loss on impairment of lease equipment 28  626  322  1,038 
Other one-time expenses 945  69  1,681  3,474 
Adjusted Operating Income (Loss) $ (13,683) $ (19,376) $ (47,017) $ (55,396)




EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
Net income (loss) $ 5,999  $ (18,615) $ (89,364) $ (58,102)
Depreciation & amortization 2,694  1,432  6,781  3,782 
Stock-based compensation 5,571  6,525  17,303  15,513 
Interest expense (income) (1,791) (864) (3,943) (1,122)
Loss on extinguishment of debt —  —  626  — 
Change in fair value of contingent earn-out liability (14,078) (7,245) 17,353  (9,754)
Change in fair value of contingently issuable common stock liability (2,277) (1,081) 3,560  (2,529)
Change in fair value of public warrant liability (8,156) 1,146  5,345  (4,297)
Restructuring expenses —  —  —  311 
Loss on impairment of lease equipment 28  626  322  1,038 
Other one-time expenses 945  69  1,681  3,474 
Adjusted EBITDA $ (11,065) $ (18,007) $ (40,336) $ (51,686)
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,
2023 2022 2023 2022
Net income (loss) $ 5,999  $ (18,615) $ (89,364) $ (58,102)
Stock-based compensation 5,571  6,525  17,303  15,513 
Amortization of capitalized stock-based compensation 12  33  15 
Loss on extinguishment of debt —  —  626  — 
Change in fair value of contingent earn-out liability (14,078) (7,245) 17,353  (9,754)
Change in fair value of contingently issuable common stock liability (2,277) (1,081) 3,560  (2,529)
Change in fair value of public warrant liability (8,156) 1,146  5,345  (4,297)
Restructuring expenses —  —  —  311 
Loss on impairment of lease equipment 28  626  322  1,038 
Other one-time expenses 945  69  1,681  3,474 
Adjusted Earnings (Loss) $ (11,956) $ (18,569) $ (43,141) $ (54,331)
Weighted average common shares outstanding – diluted 150,206,893  144,117,273  148,521,299  143,522,555 
Adjusted Earnings (Loss) Per Share – diluted $ (0.08) $ (0.13) $ (0.29) $ (0.38)