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 ended June 30, 2025.

“Our second quarter results were marked by strong revenue growth, continued customer acquisition and expansion, and improved visibility that positions us well as we evolve into a more predictable and scalable business," said John Kedzierski, President and Chief Executive Officer of Evolv Technology. "We believe that surpassing 1,000 customers served—and having screened over 3 billion visitors to date—reflects the market’s growing trust in our solutions. Looking ahead, we’re encouraged by the opportunity in the AI-based security screening market and remain focused on delivering consistent, high-quality performance.”

Results for the Second Quarter of 2025

Total revenue for the second quarter of 2025 was $32.5 million, an increase of 29% compared to $25.2 million (as restated) for the second quarter of 2024. Annual Recurring Revenue (“ARR”)1 was $110.5 million at the end of second quarter of 2025, an increase of 27% compared to $87.0 million (as restated) at the end of the second quarter of 2024. Net loss for the second quarter of 2025 was $(40.5) million, or $(0.25) per basic and diluted share, compared to net income of $3.4 million (as restated), or $0.02 per basic and diluted share, in the second quarter of 2024. Adjusted earnings (loss)2 for the second quarter of 2025 was $(3.4) million, or $(0.02) per diluted share, compared to adjusted earnings (loss)2 of $(11.2) million (as restated), or $(0.07) per diluted share (as restated), for the second quarter of 2024. Adjusted EBITDA2 for the second quarter of 2025 was $2.0 million compared to $(8.0) million (as restated) in the second quarter of 2024. As of June 30, 2025, the Company had cash, cash equivalents and marketable securities of $36.9 million and no debt.

Results for the First Six Months of 2025

Total revenue for the six months ended June 30, 2025 was $64.6 million, an increase of 36% compared to $47.4 million (as restated) for the six months ended June 30, 2024. Net loss for the six months ended June 30, 2025 was $(42.2) million, or $(0.26) per basic and diluted share, compared to $(7.9) million (as restated), or $(0.05) per basic and diluted share, in the six months ended June 30, 2024. Adjusted earnings (loss)2 for the six months ended June 30, 2025 was $(6.8) million, or $(0.04) per diluted share, compared to adjusted earnings (loss)2 of $(23.9) million (as restated), or $(0.15) per diluted share (as restated), for the six months ended June 30, 2024. Adjusted EBITDA2 for the six months ended June 30, 2025 was $3.8 million compared to $(18.3) million (as restated) in the six months ended June 30, 2024.

The following table summarizes the breakdown of recurring and non-recurring revenue3 for each period presented:

Three Months Ended
June 30,

Six Months Ended
June 30,

2025

2024

% Change

2025

2024

% Change

(Restated)

(Restated)

Recurring revenue

$

26,678

$

21,016

27

%

$

52,431

$

39,977

31

%

Non-recurring revenue

5,866

4,208

39

%

12,120

7,428

63

%

Total revenue

$

32,544

$

25,224

29

%

$

64,551

$

47,405

36

%

The following table summarizes operating cash flows for each period presented:

Six Months Ended
June 30,

2025

2024

(Restated)

Net loss

$

(42,224

)

$

(7,854

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

37,361

(10,672

)

Changes in operating assets and liabilities

4,437

(19,206

)

Net cash used in operating activities

$

(426

)

$

(37,732

)

Company Comments on Outlook for 2025

The Company today commented on its business outlook for 2025. The Company's outlook is based on the current indications for its business, which may change at any time. The Company expects total revenues in 2025 to be between $132 to $135 million, reflecting growth of 27% to 30% compared to 2024. The Company believes that this revenue growth, coupled with a focus on operational efficiency, will drive improved profitability and cash flow. The Company expects to deliver positive full year Adjusted EBITDA1 in 2025 with Adjusted EBITDA1 margins in the mid-single digits. The Company expects to be cash flow positive in the fourth quarter of 2025.

Estimate

Issued May 20, 2025

Issued August 14, 2025

Total Revenue (Millions)

$125-$130

$132-$135

Total Revenue Growth Rate

20%-25%

27%-30%

Adjusted EBITDA Margin2

Low to Mid-Single Digits

Mid-Single Digits

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. The conference call will be webcast live at http://ir.evolvtechnology.com.

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 three 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.

1We 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.

2Non-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 EBITDA margin, 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, non-recurring restructuring and other employee separation costs, and non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of on-going operating expense levels. Non-recurring legal and regulatory costs include non-recurring legal, accounting and professional fees related to the internal investigation, subsequent restatement, certain non-recurring regulatory, litigation and legal matters, as well as fees related to the resolution of the U.S. Federal Trade Commission investigation, net of estimated insurance recoveries. Adjusted gross profit and adjusted gross margin exclude stock-based compensation expense, amortization of capitalized stock-based compensation, loss on impairment of leased equipment, and non-recurring 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, loss on impairment of leased equipment, non-recurring restructuring and other employee separation costs, non-recurring inventory charges, and non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of operating results. Adjusted EBITDA and Adjusted EBITDA margin is defined as net income (loss) plus depreciation and amortization, stock-based compensation, interest expense (income), provision for income taxes, 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 leased equipment, non-recurring restructuring and other employee separation costs, non-recurring inventory charges, and non-recurring legal and regulatory costs. Adjusted earnings (loss) is defined as net income (loss) plus stock-based compensation, amortization of capitalized stock-based compensation, 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 leased equipment, non-recurring restructuring and other employee separation costs, non-recurring inventory charges, and non-recurring legal and regulatory costs. 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 EBITDA to Net Income (Loss) and Adjusted EBITDA Margin to Net Profit Margin, 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.

3Recurring revenue includes the recurring portion of revenue associated with pure subscription contracts and hardware purchase subscription contracts. Non-recurring revenue includes revenue that is non-recurring in nature, such as product revenue, shipping revenue, and revenue from installation, training, and professional services.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release and related presentation materials other than statements of historical facts, including without limitation statements regarding our strategy, market opportunities, and future financial and operational results. Words such as “believe” “may,” “will,” “expect,” “should,” “could,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “project,” “plan,” “target,” “forecast”, “is/are likely to” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. The forward-looking statements in this press release and related presentation materials are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the amount of insurance reimbursements expected to be received for defense costs for counsel and consultants in connection with the securities litigation and related Securities and Exchange Commission (the “SEC”) and Department of Justice matters, and the following: our history of losses and ability to reach profitability; our reliance on reseller partners; expectations regarding the Company’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures; the Company’s reliance on third party contract manufacturing and distribution, and a global supply chain; the Company recognizes a substantial portion of its revenue ratably over the term of its agreements, and, as a result, downturns or upturns in sales may not be immediately reflected in its operating results; the rate of innovation required to maintain competitiveness in the markets in which the Company competes; the competitiveness of the market in which the Company competes; the failure of our products to detect threats could result in injury or loss of life, which could harm our brand, reputation, and results of operations; the loss of designation of our Evolv Express® system as a Qualified Anti-Terrorism Technology under the Homeland Security SAFETY Act; risks related to our business model, which is predicated, in part, on building a customer base that will generate a recurring stream of revenues through the sale of our subscription contracts; the ability for the Company to obtain, maintain, protect and enforce the Company’s intellectual property rights and use of “open source” software; the concentration of the Company’s revenues on a single solution; the Company’s ability to timely design, produce and launch its solutions, the Company’s ability to invest in growth initiatives and pursue acquisition opportunities; the limited liquidity and trading of the Company’s securities; risks related to existing and changing tax laws; geopolitical risk and changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; operational risk; risks related to material weaknesses in our internal control over financial reporting and our remediation plans; risks related to increasing attention to and evolving expectations for, environmental, social, and governance initiatives; the impact of fluctuating general economic and market conditions and reductions in spending; the need for additional capital to support business growth, which might not be available on acceptable terms, if at all; and litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on resources. These and other important factors discussed in our most recent report on From 10-Q or 10-K filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. The forward-looking statements in this press release and related presentation materials are based upon information available to us as of the date hereof, and while we believe such information forms a reasonable basis for such statements, it may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should review this press release and the documents that we reference in this press release and related presentation materials with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this press release and related presentation materials, whether as a result of any new information, future events or otherwise.

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2025

2024

2025

2024

Revenue:

Product revenue

$

2,528

$

1,954

$

4,850

$

3,445

Subscription revenue

20,200

15,655

39,437

29,874

Service revenue

6,686

5,566

13,416

10,818

License fee and other revenue

3,130

2,049

6,848

3,268

Total revenue

32,544

25,224

64,551

47,405

Cost of revenue:

Cost of product revenue

5,351

2,839

8,535

5,953

Cost of subscription revenue

8,894

6,309

16,790

11,894

Cost of service revenue

1,710

1,147

3,415

2,345

Cost of license fee and other revenue

371

172

443

301

Total cost of revenue

16,326

10,467

29,183

20,493

Gross profit

16,218

14,757

35,368

26,912

Operating expenses:

Research and development

4,737

5,850

9,599

12,246

Sales and marketing

11,736

16,357

22,779

32,216

General and administrative

17,238

14,061

32,210

25,867

Restructuring costs

860

2,662

860

Total operating expenses

33,711

37,128

67,250

71,189

Loss from operations

(17,493

)

(22,371

)

(31,882

)

(44,277

)

Other (expense) income, net:

Interest expense

(1

)

Interest income

224

681

613

1,766

Other income (expense), net

136

(39

)

161

(67

)

Change in fair value of contingent earn-out liability

(14,200

)

16,514

(5,224

)

23,413

Change in fair value of contingently issuable common stock liability

(3,900

)

3,747

(2,247

)

4,274

Change in fair value of public warrant liability

(5,303

)

4,886

(3,582

)

7,037

Total other (expense) income, net

(23,043

)

25,789

(10,280

)

36,423

(Loss) income before income taxes

(40,536

)

3,418

(42,162

)

(7,854

)

(Benefit) provision for income taxes

(1

)

$

62

$

Net (loss) income

$

(40,535

)

$

3,418

$

(42,224

)

$

(7,854

)

Net (loss) income attributable to common stockholders – basic and diluted

$

(40,535

)

$

3,377

$

(42,224

)

$

(7,854

)

Weighted average common shares outstanding

Basic

165,252,554

156,473,080

163,042,749

154,774,899

Diluted

165,252,554

171,563,943

163,042,749

154,774,899

Net loss per share

Basic

$

(0.25

)

$

0.02

$

(0.26

)

$

(0.05

)

Diluted

$

(0.25

)

$

0.02

$

(0.26

)

$

(0.05

)

Net (loss) income

$

(40,535

)

$

3,418

$

(42,224

)

$

(7,854

)

Other comprehensive (loss) income

Cumulative translation adjustment

(85

)

8

(131

)

11

Total other comprehensive (loss) income

(85

)

8

(131

)

11

Total comprehensive (loss) income

$

(40,620

)

$

3,426

$

(42,355

)

$

(7,843

)

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

June 30, 2025

December 31, 2024

Assets

Current assets:

Cash and cash equivalents

$

36,942

$

37,015

Marketable securities

14,927

Accounts receivable, net

41,802

28,392

Inventory

12,142

16,963

Current portion of contract assets

847

799

Current portion of commission asset

5,592

5,429

Prepaid expenses and other current assets

35,756

17,921

Total current assets

133,081

121,446

Contract assets, noncurrent

845

657

Commission asset, noncurrent

7,331

7,567

Property and equipment, net

125,478

123,661

Operating lease right-of-use assets

13,149

13,993

Other assets

538

735

Total assets

$

280,422

$

268,059

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

11,804

$

10,492

Accrued expenses and other current liabilities

38,170

19,508

Current portion of deferred revenue

72,164

64,506

Current portion of operating lease liabilities

2,716

2,203

Current portion of contingent earn-out liability

18,033

Total current liabilities

142,887

96,709

Deferred revenue, noncurrent

19,208

20,266

Operating lease liabilities, noncurrent

11,550

12,326

Contingent earn-out liability, non-current

12,809

Contingently issuable common stock liability

6,248

4,001

Public warrant liability

7,879

4,297

Total liabilities

187,772

150,408

Stockholders’ equity:

Preferred stock, $0.0001 par value; 100,000,000 authorized at June 30, 2025 and December 31, 2024; no shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $0.0001 par value; 1,100,000,000 shares authorized at June 30, 2025 and December 31, 2024; 170,626,362 and 159,602,069 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

17

16

Additional paid-in capital

489,684

472,331

Accumulated other comprehensive loss

(163

)

(32

)

Accumulated deficit

(396,888

)

(354,664

)

Stockholders’ equity

92,650

117,651

Total liabilities and stockholders’ equity

$

280,422

$

268,059

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended
June 30,

2025

2024

Cash flows from operating activities:

Net loss

$

(42,224

)

$

(7,854

)

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

Depreciation and amortization

11,318

7,358

Write-off of inventory and change in inventory reserve

1,794

1,725

Loss on disposal of property and equipment

1,633

Stock-based compensation

10,426

13,857

Amortization of premium on marketable securities, net of change in accrued interest

127

181

Non-cash lease expense

844

728

Change in allowance for expected credit losses

166

203

Change in fair value of earn-out liability

5,224

(23,413

)

Change in fair value of contingently issuable common stock

2,247

(4,274

)

Change in fair value of public warrant liability

3,582

(7,037

)

Changes in operating assets and liabilities

Accounts receivable

(13,325

)

(14,067

)

Inventory

6,141

(10,042

)

Commission assets

73

(521

)

Contract assets

(236

)

237

Other assets

197

337

Prepaid expenses and other current assets

(18,849

)

(2,957

)

Accounts payable

6,120

(1,653

)

Deferred revenue

6,205

10,271

Accrued expenses and other current liabilities

18,374

(46

)

Operating lease liability

(263

)

(765

)

Net cash used in operating activities

(426

)

(37,732

)

Cash flows from investing activities:

Development of internal-use software

(3,112

)

(3,112

)

Purchases of property and equipment

(15,299

)

(21,618

)

Purchases of marketable securities

(9,875

)

(14,567

)

Proceeds from maturities of marketable securities

24,675

44,918

Net cash (used in) provided by investing activities

(3,611

)

5,621

Cash flows from financing activities:

Proceeds from exercise of stock options

4,095

636

Net cash provided by financing activities

4,095

636

Effect of exchange rate changes on cash and cash equivalents

(131

)

11

Net decrease in cash, cash equivalents and restricted cash

(73

)

(31,464

)

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

37,015

67,437

Cash, cash equivalents and restricted cash at end of period

$

36,942

$

35,973

EVOLV TECHNOLOGY

SUMMARY OF KEY OPERATING STATISTICS

(Unaudited)

Three Months Ended or as of,

($ in thousands)

March 31,
2024

June 30,
2024

September 30,
2024

December 31,
2024

March 31,
2025

June 30,
2025

New customers

53

84

52

60

54

63

Annual recurring revenue

$

79,192

$

87,011

$

93,676

$

99,351

$

105,990

$

110,516

Recurring revenue

$

18,961

$

21,016

$

23,764

$

23,678

$

25,753

$

26,678

.

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES

(In thousands)

(Unaudited)

Three Months Ended,

March 31,
2024

June 30,
2024

September 30,
2024

December 31,
2024

March 31,
2025

June 30,
2025

(Restated)

(Restated)

Operating expenses, GAAP

$

34,061

$

37,128

$

34,961

$

35,619

$

33,539

$

33,711

Stock-based compensation

(6,292

)

(7,254

)

(7,263

)

(3,159

)

(4,660

)

(5,265

)

Loss on impairment of leased equipment

(209

)

(15

)

Non-recurring restructuring and other employee separation costs

(1,000

)

(2,060

)

(2,137

)

(827

)

Other non-recurring legal and regulatory costs

(476

)

(2,185

)

(2,339

)

(7,284

)

(3,561

)

(5,979

)

Adjusted operating expenses

$

27,293

$

26,689

$

25,150

$

23,101

$

23,181

$

21,640

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED GROSS PROFIT, GAAP GROSS MARGIN TO ADJUSTED GROSS MARGIN AND GAAP INCOME (LOSS) FROM OPERATIONS TO ADJUSTED INCOME (LOSS) FROM OPERATIONS

(In thousands)

(Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2025

2024

2025

2024

(Restated)

(Restated)

Revenue

$

32,544

$

25,224

$

64,551

$

47,405

Cost of revenue

16,326

10,467

29,183

20,493

Gross profit, GAAP

16,218

14,757

35,368

26,912

Stock-based compensation

282

173

501

311

Amortization of capitalized stock-based compensation

107

15

210

29

Loss on disposal of leased equipment

1,255

1,255

Non-recurring restructuring and other employee separation costs

6

6

Non-recurring inventory charges

(68

)

1,136

Adjusted gross profit

$

17,868

$

14,877

$

37,340

$

28,388

Gross margin %

49.8

%

58.5

%

54.8

%

56.8

%

Adjusted gross margin %

54.9

%

59.0

%

57.8

%

59.9

%

Three Months Ended
June 30,

Six Months Ended
June 30,

2025

2024

2025

2024

(Restated)

(Restated)

Loss from operations, GAAP

$

(17,493

)

$

(22,371

)

$

(31,882

)

$

(44,277

)

Stock-based compensation

5,547

7,427

10,426

13,857

Amortization of capitalized stock-based compensation

107

15

210

29

Loss on disposal of leased equipment

1,255

1,255

Non-recurring restructuring and other employee separation costs

833

1,000

2,970

1,000

Non-recurring inventory charges

(68

)

1,136

Other non-recurring legal and regulatory costs

5,979

2,185

9,540

2,661

Adjusted loss from operations

$

(3,772

)

$

(11,812

)

$

(7,481

)

$

(25,594

)

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA AND NET PROFIT MARGIN TO ADJUSTED EBITDA MARGIN

(In thousands)

(Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2025

2024

2025

2024

(Restated)

(Restated)

Net (loss) income

$

(40,535

)

$

3,418

$

(42,224

)

$

(7,854

)

Depreciation & amortization

5,788

3,901

11,318

7,358

Stock-based compensation

5,547

7,427

10,426

13,857

Interest expense (income)

(224

)

(681

)

(612

)

(1,766

)

Provision for income taxes

(1

)

62

Change in fair value of contingent earn-out liability

14,200

(16,514

)

5,224

(23,413

)

Change in fair value of contingently issuable common stock liability

3,900

(3,747

)

2,247

(4,274

)

Change in fair value of public warrant liability

5,303

(4,886

)

3,582

(7,037

)

Loss on disposal of leased equipment

1,255

1,255

Non-recurring restructuring and other employee separation costs

833

1,000

2,970

1,000

Non-recurring inventory charges

(68

)

1,136

Other non-recurring legal and regulatory costs

5,979

2,185

9,540

2,661

Adjusted EBITDA

$

2,045

$

(7,965

)

$

3,788

$

(18,332

)

Net profit margin %

(124.6

)%

13.6

%

(65.4

)%

(16.6

)%

Impact of adjustments from Net loss to Adjusted EBITDA

130.8

%

(45.2

)%

71.3

%

(22.1

)%

Adjusted EBITDA margin %

6.3

%

(31.6

)%

5.9

%

(38.7

)%

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EARNINGS (LOSS)

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2025

2024

2025

2024

(Restated)

(Restated)

Net (loss) income

$

(40,535

)

$

3,418

$

(42,224

)

$

(7,854

)

Stock-based compensation

5,547

7,427

10,426

13,857

Amortization of capitalized stock-based compensation

107

15

210

29

Change in fair value of contingent earn-out liability

14,200

(16,514

)

5,224

(23,413

)

Change in fair value of contingently issuable common stock liability

3,900

(3,747

)

2,247

(4,274

)

Change in fair value of public warrant liability

5,303

(4,886

)

3,582

(7,037

)

Loss on disposal of leased equipment

1,255

1,255

Non-recurring restructuring and other employee separation costs

833

1,000

2,970

1,000

Non-recurring inventory charges

(68

)

1,136

Other non-recurring legal and regulatory costs

5,979

2,185

9,540

2,661

Adjusted loss

$

(3,411

)

$

(11,170

)

$

(6,770

)

$

(23,895

)

Weighted average common shares outstanding – diluted

165,252,554

171,563,943

163,042,749

154,774,899

Adjusted loss per share – diluted

$

(0.02

)

$

(0.07

)

$

(0.04

)

$

(0.15

)

*Stock-based compensation, amortization of capitalized stock-based compensation, and non-recurring restructuring and other employee separation costs were recorded in the condensed consolidated statements of operations and comprehensive loss (income) as follows. Prior period amounts are being shown for comparative purposes:

Three Months Ended,

March 31,
2024

June 30,
2024

September 30,
2024

December 31,
2024

March 31,
2025

June 30,
2025

Stock-based compensation:

Cost of product revenue

$

$

5

$

4

$

8

$

8

$

17

Cost of subscription revenue

91

110

169

154

137

167

Cost of service revenue

44

51

63

61

67

74

Cost of license fee and other revenue

3

7

8

10

7

24

Research and development

902

1,222

1,243

1,153

1,115

1,154

Sales and marketing

2,959

2,724

2,516

2,747

1,048

1,710

General and administrative

2,431

3,308

3,504

(741

)

1,972

2,401

Restructuring costs

525

Total stock-based compensation

$

6,430

$

7,427

$

7,507

$

3,392

$

4,879

$

5,547

Amortization of capitalized stock-based compensation:

Cost of subscription revenue

$

8

$

8

$

13

$

47

$

59

$

60

Cost of service revenue

6

7

10

38

44

47

Total amortization of capitalized stock-based compensation

$

14

$

15

$

23

$

85

$

103

$

107

Non-recurring restructuring and other employee separation costs:

Cost of service revenue

$

$

$

$

$

$

6

Research and development

31

Sales and marketing

140

63

613

General and administrative

1,997

183

Restructuring costs

860

2,137

Total non-recurring restructuring and other employee separation costs

$

$

1,000

$

$

2,060

$

2,137

$

833

View source version on businesswire.com: https://www.businesswire.com/news/home/20250814066100/en/

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