UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August
26, 2015
EVINE Live Inc.
(Exact name of registrant as specified in
its charter)
Minnesota |
0-20243 |
41-1673770 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6740 Shady Oak Road
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
(952) 943-6000
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
o |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
|
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.02. |
Results of Operations and Financial Condition. |
On August 26, 2015, we issued a press release
disclosing our results of operations and financial condition for our fiscal second quarter ended August 1, 2015. The press release
is furnished herewith as Exhibit 99.1.
In accordance with General Instruction
B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject
to the liability of that section, and shall not be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific
reference in that filing.
Item 9.01. |
Financial Statements and Exhibits. |
The following exhibit is being furnished
with this Current Report on Form 8-K.
|
Exhibit No. |
|
Description |
|
|
|
|
|
99.1 |
|
Press Release, dated August 26, 2015. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereto duly authorized.
Date: August 26, 2015 |
|
EVINE Live Inc. |
|
|
|
|
|
|
|
By: |
/s/ Russell Nuce |
|
|
Russell Nuce
Executive Vice President |
EXHIBIT INDEX
No. |
|
Description |
|
|
|
99.1 |
|
Press Release, dated August 26, 2015. |
Exhibit 99.1
EVINE Live
Reports Second Quarter Results
Second
Quarter Sales Increased Three Percent
FY 2015
Second Quarter Highlights
| · | Net
sales were $161.1 million, a 3% increase year-over-year. |
| · | Beauty
was the fastest-growing product category at 23%, while Fashion & Accessories also
delivered strong growth of 17%. |
| · | Online
net sales as a percentage of total net sales increased 240 basis points to 46%. |
| · | Mobile
remains the fastest-growing platform with net sales of $31.3 million, a 41% increase
year-over-year. |
| · | Average
purchase frequency rose to 4.5 units per customer, a 10% increase. |
| · | Adjusted
EBITDA was $2.5 million. |
MINNEAPOLIS,
MN – August 26, 2015 – EVINE Live Inc. (NASDAQ: EVLV), a digital commerce company offering a compelling mix of
proprietary and name brands directly to consumers in an engaging and informative shopping experience via television, online and
mobile devices, today announced results for the quarter ended August 1, 2015.
“We are
pleased with our second quarter financial results during this transition year, which were driven by better-than-expected sales.
Over the quarter, we executed a more balanced approach to our airtime mix with continued investment in our new emerging brands,
coupled with an ongoing commitment to our established anchor brands. Our top-line growth was driven by strong performance in the
categories of Beauty and Fashion & Accessories,” said Mark Bozek, Chief Executive Officer. “As we addressed a
number of the challenges we faced in the first quarter, we are seeing momentum in our continued efforts to reposition EVINE Live
by introducing more merchandising variety with new emerging brands that are generating revenue across our multiple platforms,
especially mobile. With key members of our senior leadership team now in place, we are confident that we have the ability to execute
our strategic plan and initiatives to create long-term value for our shareholders.”
“We are
committed to delivering measurable transparency to the market as we execute our plan to drive sustainable shareholder value,”
added Tim Peterman, Chief Financial Officer. “We are focused on strengthening our balance sheet. We are upgrading our technology
and customer care systems at our distribution center in Bowling Green and are currently on track to phase in our new warehouse
management system through the first quarter of 2016. Most importantly, we are focused on improving our alignment between merchandising,
average selling price, margin and inventory, while carefully evaluating our operating costs.”
SUMMARY RESULTS AND KEY OPERATING METRICS
($ Millions, except average price points and EPS)
|
|
Q2 2015
08/01/2015 |
|
|
Q2 2014
08/02/2014 |
|
|
Change |
|
|
YTD
08/01/2015 |
|
|
YTD
08/02/2014 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
161.1 |
|
|
$ |
156.6 |
|
|
|
3 |
% |
|
$ |
319.5 |
|
|
$ |
316.3 |
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin % |
|
|
36.5 |
% |
|
|
38.6 |
% |
|
|
(210bps |
) |
|
|
36.4 |
% |
|
|
38.1 |
% |
|
|
(170bps |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
2.5 |
|
|
$ |
5.5 |
|
|
|
(54 |
%) |
|
$ |
4.1 |
|
|
$ |
11.0 |
|
|
|
(63 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(3.0 |
) |
|
$ |
(4.3 |
) |
|
|
29 |
% |
|
$ |
(7.8 |
) |
|
$ |
(3.8 |
) |
|
|
(103 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS |
|
$ |
(0.05 |
) |
|
$ |
(0.08 |
) |
|
|
38 |
% |
|
$ |
(0.14 |
) |
|
$ |
(0.08 |
) |
|
|
(75 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homes (Average 000s) |
|
|
88,334 |
|
|
|
87,522 |
|
|
|
1 |
% |
|
|
88,307 |
|
|
|
87,267 |
|
|
|
1 |
% |
Net Shipped Units (000s) |
|
|
2,434 |
|
|
|
2,110 |
|
|
|
15 |
% |
|
|
4,664 |
|
|
|
4,023 |
|
|
|
16 |
% |
Average Selling Price (ASP) |
|
$ |
60 |
|
|
$ |
67 |
|
|
|
(10 |
%) |
|
$ |
62 |
|
|
$ |
71 |
|
|
|
(13 |
%) |
Return Rate % |
|
|
21.4 |
% |
|
|
22.9 |
% |
|
|
(150bps |
) |
|
|
20.9 |
% |
|
|
22.6 |
% |
|
|
(170bps |
) |
Online Net Sales % |
|
|
45.9 |
% |
|
|
43.5 |
% |
|
|
240bps |
|
|
|
45.6 |
% |
|
|
44.2 |
% |
|
|
140bps |
|
Total Customers - 12 Month Rolling |
|
|
1,438,654 |
|
|
|
1,421,235 |
|
|
|
1 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Net Sales by Category |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jewelry & Watches |
|
|
42 |
% |
|
|
43 |
% |
|
|
|
|
|
|
44 |
% |
|
|
45 |
% |
|
|
|
|
Home & Consumer Electronics |
|
|
22 |
% |
|
|
25 |
% |
|
|
|
|
|
|
24 |
% |
|
|
26 |
% |
|
|
|
|
Beauty |
|
|
15 |
% |
|
|
13 |
% |
|
|
|
|
|
|
14 |
% |
|
|
13 |
% |
|
|
|
|
Fashion & Accessories |
|
|
21 |
% |
|
|
19 |
% |
|
|
|
|
|
|
18 |
% |
|
|
16 |
% |
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
Second Quarter
2015 Results
| · | Beauty
was the fastest-growing product category at 23%, Fashion & Accessories delivered
strong growth of 17% and Jewelry & Watches grew by 1%; gains were partially offset
by declines of 12% in Home & Consumer Electronics. |
| · | Return
rate for the quarter was 21.4%, down 150 basis points year-over-year. |
| · | Gross
profit decreased 2.6% to $58.9 million. Gross profit as a percentage of sales decreased
210 basis points to 36.5%, primarily related to the following decreases: |
| o | 190
basis points of gross margin percentage decrease was attributable to reduced margins
in Jewelry & Watches and Home (excluding textiles) due to merchandising mix changes
and a lower than optimal average selling price (ASP). |
| o | 30 basis
points of gross margin percentage decrease was attributable to continued discounting
of excess textile inventory. |
| o | 25 basis
points of gross margin percentage decrease was attributable to reduced shipping and handling
margin. |
| · | Adjusted
EBITDA decreased 54% to $2.5 million primarily due to continued gross margin pressure
from merchandising mix changes and increased variable costs from lower than optimal blended
ASP in Jewelry & Watches, Home, and the continued discounting in textiles. Operating
loss was ($2.2 million) vs. ($3.7 million) in the second quarter of last year. |
| · | Second
quarter incremental expense of $972,000 resulted from our distribution facility consolidation
and technology upgrade initiative. |
| · | EPS
for the fiscal 2015 second quarter, which includes distribution center consolidation
and technology upgrade costs, executive and management transition costs, and costs associated
with the implementation of the Shareholder Rights Plan, improved $0.03 to ($0.05). EPS
for the fiscal 2014 second quarter was ($0.08), which included executive and management
transition costs and activist shareholder response costs. |
Liquidity and Capital Resources
As of August 1, 2015, total cash
was $16.2 million, including restricted cash, compared to $18.2 million at the end of the first quarter of fiscal 2015. The
Company also had approximately $28 million of availability on its revolving credit facility with PNC Bank at the end of the second
quarter.
2015 Outlook
The Company
expects third quarter revenue to be relatively flat with prior year results, followed by fourth quarter sales growth and net income
profitability.
Conference
Call
A conference
call to discuss the Company's second quarter earnings will be held at 8:30 a.m. Eastern Time on Wednesday, August 26, 2015.
Conference
Call/Webcast Today, Wednesday, August 26, 2015 at 8:30 a.m. EST:
WEBCAST LINK: |
http://edge.media-server.com/m/p/qrfuutuw |
|
|
TELEPHONE: |
(866) 515-2912 |
|
|
PASSCODE: |
69028282 |
Please visit
www.evine.com/ir for more investor information and to review an updated investor deck.
About
EVINE Live Inc.
EVINE
Live Inc. (NASDAQ: EVLV) is a digital commerce company offering a compelling mix of proprietary and name brands directly to consumers
in an engaging and informative shopping experience via television, online and mobile devices. EVINE Live reaches approximately 88
million cable and satellite television homes 24 hours a day; engaging its community of customers in a digital shopping experience
that includes live streaming and social platforms.
Please
visit www.evine.com/ir for more investor
information.
Contacts
Media:
Dawn Zaremba
EVINE Live Inc.
press@evine.com
(952) 943-6043
Investors:
Jason Iannazzo
EVINE Live Inc.
jiannazzo@evine.com
(952) 943-6126
EVINE Live Inc.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data)
| |
August 1, | | |
January 31, | |
| |
2015 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | |
| |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 14,073 | | |
$ | 19,828 | |
Restricted cash and investments | |
| 2,100 | | |
| 2,100 | |
Accounts receivable, net | |
| 91,954 | | |
| 112,275 | |
Inventories | |
| 59,311 | | |
| 61,456 | |
Prepaid expenses and other | |
| 6,449 | | |
| 5,284 | |
Total current assets | |
| 173,887 | | |
| 200,943 | |
Property and equipment, net | |
| 50,790 | | |
| 42,759 | |
FCC broadcasting license | |
| 12,000 | | |
| 12,000 | |
Other assets | |
| 1,975 | | |
| 1,989 | |
| |
$ | 238,652 | | |
$ | 257,691 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 62,221 | | |
$ | 81,457 | |
Accrued liabilities | |
| 34,307 | | |
| 36,683 | |
Current portion of long term credit facility | |
| 2,143 | | |
| 1,736 | |
Deferred revenue | |
| 85 | | |
| 85 | |
Total current liabilities | |
| 98,756 | | |
| 119,961 | |
| |
| | | |
| | |
Capital lease liability | |
| 9 | | |
| 36 | |
Deferred revenue | |
| 207 | | |
| 249 | |
Deferred tax liability | |
| 2,340 | | |
| 1,946 | |
Long term credit facility | |
| 56,709 | | |
| 50,971 | |
Total liabilities | |
| 158,021 | | |
| 173,163 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Shareholders' equity: | |
| | | |
| | |
Preferred stock, $.01 par value, 400,000 shares authorized; | |
| | | |
| | |
zero shares issued and outstanding | |
| - | | |
| - | |
Common stock, $.01 par value, 100,000,000 shares authorized; | |
| | | |
| | |
57,125,435 and 56,448,663 shares issued and outstanding | |
| 571 | | |
| 564 | |
| |
| | | |
| | |
Additional paid-in capital | |
| 422,718 | | |
| 418,846 | |
| |
| | | |
| | |
Accumulated deficit | |
| (342,658 | ) | |
| (334,882 | ) |
Total shareholders' equity | |
| 80,631 | | |
| 84,528 | |
| |
$ | 238,652 | | |
$ | 257,691 | |
EVINE Live Inc.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share data)
| |
For the Three-Month Periods Ended | | |
For the Six-Month Periods Ended | |
| |
| | |
| | |
| | |
| |
| |
August 1, | | |
August 2, | | |
August 1, | | |
August 2, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net sales | |
$ | 161,061 | | |
$ | 156,587 | | |
$ | 319,512 | | |
$ | 316,288 | |
Cost of sales | |
| 102,205 | | |
| 96,152 | | |
| 203,351 | | |
| 195,847 | |
Gross profit | |
| 58,856 | | |
| 60,435 | | |
| 116,161 | | |
| 120,441 | |
Margin % | |
| 36.5 | % | |
| 38.6 | % | |
| 36.4 | % | |
| 38.1 | % |
| |
| | | |
| | | |
| | | |
| | |
Operating expense: | |
| | | |
| | | |
| | | |
| | |
Distribution and selling | |
| 51,357 | | |
| 50,110 | | |
| 102,156 | | |
| 99,839 | |
General and administrative | |
| 6,391 | | |
| 6,776 | | |
| 12,103 | | |
| 12,688 | |
Depreciation and amortization | |
| 2,107 | | |
| 2,163 | | |
| 4,238 | | |
| 4,431 | |
Executive and management transition costs | |
| 205 | | |
| 2,620 | | |
| 2,795 | | |
| 2,620 | |
Distribution facility consolidation and technology upgrade costs | |
| 972 | | |
| - | | |
| 972 | | |
| - | |
Activist shareholder response costs | |
| - | | |
| 2,473 | | |
| - | | |
| 3,518 | |
Total operating expense | |
| 61,032 | | |
| 64,142 | | |
| 122,264 | | |
| 123,096 | |
Operating loss | |
| (2,176 | ) | |
| (3,707 | ) | |
| (6,103 | ) | |
| (2,655 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other expense: | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 2 | | |
| 6 | | |
| 4 | | |
| 6 | |
Interest expense | |
| (669 | ) | |
| (387 | ) | |
| (1,267 | ) | |
| (778 | ) |
Total other expense | |
| (667 | ) | |
| (381 | ) | |
| (1,263 | ) | |
| (772 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (2,843 | ) | |
| (4,088 | ) | |
| (7,366 | ) | |
| (3,427 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income tax provision | |
| (205 | ) | |
| (201 | ) | |
| (410 | ) | |
| (402 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (3,048 | ) | |
$ | (4,289 | ) | |
$ | (7,776 | ) | |
$ | (3,829 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share | |
$ | (0.05 | ) | |
$ | (0.08 | ) | |
$ | (0.14 | ) | |
$ | (0.08 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share | |
| | | |
| | | |
| | | |
| | |
---assuming dilution | |
$ | (0.05 | ) | |
$ | (0.08 | ) | |
$ | (0.14 | ) | |
$ | (0.08 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of | |
| | | |
| | | |
| | | |
| | |
common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 57,092,654 | | |
| 52,199,792 | | |
| 56,866,711 | | |
| 51,022,023 | |
Diluted | |
| 57,092,654 | | |
| 52,199,792 | | |
| 56,866,711 | | |
| 51,022,023 | |
EVINE Live Inc.
AND SUBSIDIARIES
Reconciliation of Adjusted EBITDA to Net Loss:
(Unaudited)
| |
For the Three-Month Periods Ended | | |
For the Six-Month Periods Ended | |
| |
| | |
| | |
| | |
| |
| |
August 1, | | |
August 2, | | |
August 1, | | |
August 2, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Adjusted EBITDA (000's) | |
$ | 2,532 | | |
$ | 5,528 | | |
$ | 4,111 | | |
$ | 11,042 | |
Less: | |
| | | |
| | | |
| | | |
| | |
Activist shareholder response costs | |
| - | | |
| (2,473 | ) | |
| - | | |
| (3,518 | ) |
Executive and management transition costs | |
| (205 | ) | |
| (2,620 | ) | |
| (2,795 | ) | |
| (2,620 | ) |
Distribution facility consolidation and technology upgrade costs | |
| (972 | ) | |
| - | | |
| (972 | ) | |
| - | |
Shareholder Rights Plan costs | |
| (364 | ) | |
| - | | |
| (364 | ) | |
| - | |
Non-cash share-based compensation | |
| (768 | ) | |
| (1,874 | ) | |
| (1,376 | ) | |
| (2,918 | ) |
EBITDA (as defined) | |
| 223 | | |
| (1,439 | ) | |
| (1,396 | ) | |
| 1,986 | |
| |
| | | |
| | | |
| | | |
| | |
A reconciliation of EBITDA to net loss is as follows: | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
EBITDA (as defined) | |
| 223 | | |
| (1,439 | ) | |
| (1,396 | ) | |
| 1,986 | |
Adjustments: | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| (2,399 | ) | |
| (2,268 | ) | |
| (4,707 | ) | |
| (4,641 | ) |
Interest income | |
| 2 | | |
| 6 | | |
| 4 | | |
| 6 | |
Interest expense | |
| (669 | ) | |
| (387 | ) | |
| (1,267 | ) | |
| (778 | ) |
Income taxes | |
| (205 | ) | |
| (201 | ) | |
| (410 | ) | |
| (402 | ) |
Net loss | |
$ | (3,048 | ) | |
$ | (4,289 | ) | |
$ | (7,776 | ) | |
$ | (3,829 | ) |
Adjusted
EBITDA
EBITDA represents
net income (loss) for the respective periods excluding depreciation and amortization expense, interest income (expense) and income
taxes. The Company defines Adjusted EBITDA as EBITDA excluding non-operating gains (losses); activist shareholder response costs;
executive and management transition costs; distribution center consolidation and technology upgrade costs; Shareholder Rights
Plan costs and non-cash share-based compensation expense. The Company has included the term “Adjusted EBITDA” in our
EBITDA reconciliation in order to adequately assess the operating performance of our television and online businesses and in order
to maintain comparability to our analyst's coverage and financial guidance, when given. Management believes that the term Adjusted
EBITDA allows investors to make a more meaningful comparison between our business operating results over different periods of
time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric to evaluate operating performance
under the Company’s management and executive incentive compensation programs. Adjusted EBITDA should not be construed as
an alternative to operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance
with generally accepted accounting principles and should not be construed as a measure of liquidity. Adjusted EBITDA may not be
comparable to similarly entitled measures reported by other companies. The Company has included a reconciliation of Adjusted EBITDA
to net income (loss), the most directly comparable GAAP financial measure, in this release.
Safe Harbor
Statement Under the Private Securities Litigation Reform Act of 1995
This release
may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements may be identified by words such as anticipate, believe, estimate, expect, intend, predict, hope, should,
plan, will or similar expressions. Any statements contained herein that are not statements of historical fact may be deemed forward-looking
statements. These statements are based on management's current expectations and accordingly are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors,
including (but not limited to): consumer preferences, spending and debt levels; the general economic and credit environment; interest
rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes
to maximize sales and margin objectives; competitive pressures on sales; pricing and gross sales margins; the level of cable and
satellite distribution for our programming and the associated fees; our ability to establish and maintain acceptable commercial
terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage
key vendor relationships and develop key partnerships and proprietary brands; our ability to manage our operating expenses successfully
and our working capital levels; our ability to remain compliant with our long-term credit facility covenants; our ability to successfully
transition our brand name and corporate name; customer acceptance of our new branding strategy and our repositioning as a digital
commerce company; the market demand for television station sales; changes to our management and information systems infrastructure;
challenges to our data and information security; changes in governmental or regulatory requirements; litigation or governmental
proceedings affecting our operations; significant public events that are difficult to predict, or other significant television-covering
events causing an interruption of television coverage or that directly compete with the viewership of our programming; our ability
to obtain and retain key executives and employees; and the risks identified under “Risk Factors” in our recently filed
Form 10-K and any additional risk factors identified in our periodic reports since the date of such Form 10-K. More detailed information
about those factors is set forth in our filings with the Securities and Exchange Commission, including our annual report on Form
10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this announcement. We are under no obligation (and expressly disclaim any such
obligation) to update or alter the Company’s forward-looking statements whether as a result of new information, future events
or otherwise.
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