Investor Conference Call to be Held Today at
5:00 PM Eastern Time (2:00 PM PT)
SAN
DIEGO, Nov. 9, 2023 /PRNewswire/ -- Nuvve Holding
Corp. (Nuvve) (Nasdaq: NVVE), a green energy technology company
that provides a globally-available, commercial vehicle-to-grid
(V2G) technology platform that enables electric vehicle (EV)
batteries to store and resell unused energy back to the local
electric grid and provides other grid services, today provided a
third quarter 2023 update.
Third Quarter Highlights and Recent
Developments
- Fully integrated Nuvve's purpose-built Astrea AI technology
into the FleetBox® charge management app, which customers use to
manage routes, battery state of charge, charging status, charging
equipment and reports
- Received a proposed award of $1.9
million by the California Energy Commission to fund project
"RESCHOOL", which is intended to showcase the impact of electric
school buses and bi-directional charging infrastructure on
enhancing the resilience of the power grid
- In partnership with Blue Bird, Nuvve K-12 deployed what is
understood to be the first all-electric school bus fleet in the
U.S., replacing the five diesel bus fleet in Martinsville,
Texas
- Reduced cash operating loss in third quarter 2023 to
$7.3 million compared to $7.4 million in third quarter 2022
- Increased megawatts under management by 6.1% to 21.2 megawatts
as of September 30, 2023 from 20.0
megawatts on June 30, 2023; growth
accelerated further in October with record deployments
- Cash and cash equivalents of $13.9
million as of September 30, 2023, including
$9.8 million in EPA grant funds due
to customers
Management Discussion
Gregory Poilasne, Chief Executive Officer of Nuvve, said,
"Through the third quarter of 2023, Nuvve is on pace to increase
its revenues by more than 50% this year as orders, sales and
deployments of charging stations connected to our GIVe™ V2G
software platform, as well as grid service revenues, have all shown
a substantial improvement over 2022 levels. We believe we are
laying the foundation for continued momentum as we go into 2024 and
for the inflection in electrification that we feel is inevitable in
the back half of this decade, with Nuvve K-12, our expertise in
stationary storage, and our enhanced Astrea AI forecasting
capabilities particularly notable, differentiating drivers of our
business today. The capital markets remain challenging – especially
for companies in our position. However, we remain diligent in our
efforts to further reduce costs while exploring all funding
opportunities so that we can remain committed to sustaining our
trajectory of innovation and growth."
2023 Third Quarter Financial
Review
Total revenue was $2.7 million for
the three months ended September 30, 2023, compared to
$0.6 million for the three months
ended September 30, 2022, an increase of approximately
$2.2 million, or 389.9%. The increase
was primarily attributable to a $1.5
million increase in products revenue and $0.7 million increase in services revenue due to
higher customers sales orders and shipments. Products and services
revenue for the three months ended September 30, 2023,
consisted of sales of school buses of $1.0
million, DC and AC Chargers of $0.8
million, grid services revenue of $0.6 million, and engineering services of
$0.3 million.
Cost of products and services revenue for the three months ended
September 30, 2023, increased by $2.1
million to $2.4 million,
compared to $0.3 million for the
three months ended September 30, 2022 due to higher customers
sales orders and shipments. Products and services margin decreased
to 9.0% for the three months ended September 30, 2023,
compared to 43.3% in the same prior year period. Margin was mostly
impacted by a higher mix of hardware charging stations sales,
including the impact of lower margin school buses sales, offset by
a lower mix of engineering services in the current
quarter.
Selling, general and administrative expenses consist of selling,
marketing, advertising, payroll, administrative, legal, finance,
and professional expenses. Selling, general and administrative
expenses were $6.5 million for the
three months ended September 30, 2023, as
compared to $7.2 million for the three months ended
September 30, 2022, a decrease of $0.7
million, or 9.5%.
The decrease during the three months ended September 30,
2023 was primarily attributable to decreases in compensation
expenses of $0.3 million, including
share-based compensation, decreases in insurance related expenses
of $0.3 million, decreases in
insurance related expenses of expenses of $0.3 million, partially offset by increased in
audit services fees of $0.1 million,
increases in subcontractor and outside services expenses of
$0.1 million, increases in legal fees
expenses $0.2 million, increases in
bad debt expenses $0.1 million, and
software subscription expenses of $0.2
million. Expenses resulting from the consolidation of Levo's
activities during the three months ended September 30, 2023,
accounted for approximately $0.5
million of the decrease in selling, general and
administrative expenses.
Research and development expenses increased by $0.6 million, or 34%, from $1.7 million for the three months ended
September 30, 2022 to $2.3
million for the three months ended September 30, 2023.
The increases during the three months ended September 30, 2023
was primarily attributable to increases in compensation expenses
and subcontractor expenses used to advance our platform
functionality and integration with more vehicles.
Other income (expense) consists primarily of interest expense,
change in fair value of warrants liability and derivative
liability, and other income (expense). Other income (expense)
decreased by $1.8 million from
$1.9 million of other income for the
three months ended September 30, 2022, to $0.1 million in other income for the three months
ended September 30, 2023. The decrease during the three months
ended September 30, 2023 was primarily attributable to the
change in fair value of the warrants liability and derivative
liability.
In each of the three months ended September 30, 2023 and
2022, we recorded no material income tax expenses. The income tax
expenses during each of the three months ended September 30,
2023 and 2022 were minimal primarily due to operating losses that
receive no tax benefits as a result of a valuation allowance
recorded for such losses.
Net loss increased by $1.7
million, or 25.1%, from $6.7
million for the three months ended September 30, 2022,
to $8.3 million for the three months
ended September 30, 2023. The increase in net loss was
primarily due to a decrease in other income of $1.8 million, and an increase in operating
expenses of $2.0 million, which
includes an increase in cost of product of $2.1 million mainly associated with the loss on
the sale of school buses, partially offset by increase in revenue
of $2.2 million, for the above
aforementioned reasons.
Net Income (Loss) Attributable to Non-Controlling
Interest
Net income attributable to non-controlling interest was
$0.01 million for the three months
ended September 30, 2023 compared to net loss attributable to
non-controlling interest of $0.17
million for the three months ended September 30,
2022.
Net income (loss) is allocated to non-controlling interests in
proportion to the relative ownership interests of the holders of
non-controlling interests in Levo, an entity formed by us with
Stonepeak and Evolve. We own 51% of Levo's common units and
Stonepeak and Evolve own 49% of Levo's common units. We have
determined that Levo is a variable interest entity ("VIE") in which
we are the primary beneficiary. Accordingly, we consolidated Levo
and recorded a non-controlling interest for the share of Levo owned
by Stonepeak and Evolve during the three months ended
September 30, 2023.
Conference Call Details
The Company will hold a conference call to review its financial
results for the third quarter of 2023, along with other Company
developments, at 5:00 PM Eastern Time
(2:00 PM PT) today, Thursday,
November 9, 2023.
To participate, please register for and listen via a live
webcast, which is available in the 'Events' section under the 'News
& Events' tab of Nuvve's investor relations website at
https://investors.nuvve.com/. In addition, a replay of the call
will be made available for future access.
About Nuvve Holding Corp.
Nuvve Holding Corp. (Nasdaq: NVVE) has developed a proprietary
vehicle-to-grid (V2G) technology, including its Grid Integrated
Vehicle ("GIVe™") cloud-based software platform, that enables it to
link multiple electric vehicle ("EV") batteries into a virtual
power plant to provide bi-directional energy to the electrical grid
in a qualified and secure manner. Combining the world's most
advanced V2G technology and an ecosystem of electrification
partners, Nuvve dynamically manages power among electric vehicle
(EV) batteries and the grid to deliver new value to EV owners,
accelerate the adoption of EVs, and support the world's transition
to clean energy. With products designed to transform EVs into
mobile energy storage assets and networking battery capacity to
support shifting energy needs, Nuvve is working toward making the
grid more resilient, enhancing sustainable transportation, and
supporting energy equity in an electrified world. Since its
founding in 2010, Nuvve has successfully deployed V2G on five
continents and offers turnkey electrification solutions for fleets
of all types. Nuvve is headquartered in San Diego, California, and can be found online
at nuvve.com.
Nuvve and associated logos are among the trademarks of Nuvve
and/or its affiliates in the United
States, certain other countries and/or the EU. Any other
trademarks or trade names mentioned are the property of their
respective owners.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements or
forward-looking information within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of forward-looking terms
such as "may," "will," "expects," "believes," "aims,"
"anticipates," "plans," "looking forward to," "estimates,"
"projects," "assumes," "guides," "targets," "forecasts,"
"continue," "seeks" or the negatives of such terms or other
variations on such terms or comparable terminology, although not
all forward-looking statements contain such identifying words.
Forward-looking statements include, but are not limited to,
statements concerning Nuvve's expectations, plans, intentions,
strategies, prospects, business plans, product and service
offerings, new deployments, potential project successes, and other
statements that are not historical facts. Nuvve cautions you that
these forward-looking statements are subject to numerous risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the control of Nuvve. Such statements are based
upon the current beliefs and expectations of management and are
subject to significant risks and uncertainties that could cause
actual outcomes and results to differ materially. Some of
these risks and uncertainties can be found in Nuvve's most recent
Annual Report on Form 10-K and subsequent periodic reports filed
with the Securities and Exchange Commission (SEC). Copies of these
filings are available online at www.sec.gov,
https://investors.nuvve.com or on request from Nuvve. These factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in the Nuvve's filings with the SEC. Such forward-looking
statements speak only as of the date made, and Nuvve disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Readers of this press release are cautioned not to
place undue reliance on these forward-looking statements, since
there can be no assurance that these forward-looking statements
will prove to be accurate. This cautionary statement is applicable
to all forward-looking statements contained in this press
release.
Trademarks
This press release contains trademarks, service marks, trade
names and copyrights of Nuvve and other companies, which are the
property of their respective owners.
Nuvve Investor Contact
ICR Inc.
nuvve@icrinc.com
+1 (646) 200-8872
FINANCIAL TABLES FOLLOW
NUVVE HOLDING
CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
|
September 30, 2023
|
|
December 31, 2022
|
Assets
|
|
|
|
Current
assets
|
|
|
|
Cash
|
$
13,864,646
|
|
$
15,753,896
|
Restricted
cash
|
480,000
|
|
480,000
|
Accounts receivable,
net
|
2,669,269
|
|
1,121,694
|
Inventories
|
6,833,937
|
|
11,551,831
|
Prepaid
expenses
|
1,061,770
|
|
1,487,582
|
Other current
assets
|
1,567,143
|
|
1,454,563
|
Total current
assets
|
26,476,765
|
|
31,849,566
|
Property and equipment,
net
|
686,977
|
|
636,944
|
Intangible assets,
net
|
1,237,062
|
|
1,341,640
|
Investment in equity
securities
|
670,951
|
|
1,670,951
|
Investment in
leases
|
114,865
|
|
97,054
|
Right-of-use operating
lease assets
|
4,959,255
|
|
5,305,881
|
Financing
receivables
|
288,872
|
|
288,872
|
Security deposit,
long-term
|
29,649
|
|
8,682
|
Total assets
|
$
34,464,396
|
|
$
41,199,590
|
|
|
|
|
Liabilities, Mezzanine Equity and Stockholders'
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Accounts
payable
|
$
1,684,764
|
|
$
2,390,422
|
Due to
customers
|
9,830,000
|
|
—
|
Accrued
expenses
|
3,598,525
|
|
3,347,399
|
Deferred
revenue
|
1,116,511
|
|
1,221,497
|
Operating lease
liabilities - current
|
859,820
|
|
824,326
|
Other
liabilities
|
803,091
|
|
113,844
|
Total current
liabilities
|
17,892,711
|
|
7,897,488
|
|
|
|
|
Operating lease
liabilities - noncurrent
|
4,746,575
|
|
5,090,170
|
Warrants
liability
|
76,275
|
|
220,884
|
Derivative liability -
non-controlling redeemable preferred shares
|
285,640
|
|
359,225
|
Other long-term
liabilities
|
618,156
|
|
393,179
|
Total liabilities
|
23,619,357
|
|
13,960,946
|
|
|
|
|
Commitments and
Contingencies
|
|
|
|
Mezzanine
equity
|
|
|
|
Redeemable
non-controlling interests, preferred shares, zero par value,
1,000,000 shares authorized, 3,138 shares issued and outstanding
at
September 30, 2023 and
December 31, 2022; aggregate liquidation preference of $3,676,668
and $3,464,606 at September 30, 2023 and
December 31,
2022, respectively
|
4,032,163
|
|
3,547,765
|
Class D Incentive
units, zero par value, 1,000,000 units authorized; 50,000 and
250,000 units issued and outstanding at September 30,
2023
and December 31, 2022,
respectively
|
185,004
|
|
445,479
|
Stockholders'
equity
|
|
|
|
Preferred stock,
$0.0001 par value, 1,000,000 shares authorized; zero shares
issued and outstanding at September 30, 2023 and December 31,
2022,
respectively
|
—
|
|
—
|
Common stock, $0.0001
par value, 100,000,000 shares authorized; 32,505,010 and 24,272,150
shares issued and outstanding at September 30, 2023
and December 31, 2022,
respectively
|
3,251
|
|
2,427
|
Additional paid-in
capital
|
152,100,803
|
|
144,073,505
|
Accumulated other
comprehensive income
|
104,539
|
|
76,182
|
Accumulated
deficit
|
(140,957,114)
|
|
(116,956,528)
|
Nuvve Holding Corp.
Stockholders' Equity
|
11,251,479
|
|
27,195,586
|
Non-controlling
interests
|
(4,623,607)
|
|
(3,950,186)
|
Total stockholders'
equity
|
6,627,872
|
|
23,245,400
|
Total Liabilities, Mezzanine Equity and Stockholders'
Equity
|
$
34,464,396
|
|
$
41,199,590
|
NUVVE HOLDING CORP.
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
Three Months Ended September
30,
|
|
Nine Months Ended September 30,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenue
|
|
|
|
|
|
|
|
Products
|
$
1,772,532
|
|
$
280,184
|
|
$
4,748,141
|
|
$
3,333,825
|
Services
|
866,477
|
|
207,634
|
|
1,720,262
|
|
475,806
|
Grants
|
73,563
|
|
65,869
|
|
219,082
|
|
416,816
|
Total
revenue
|
2,712,572
|
|
553,687
|
|
6,687,485
|
|
4,226,447
|
Operating
expenses
|
|
|
|
|
|
|
|
Cost of
products
|
2,314,854
|
|
215,068
|
|
5,037,756
|
|
3,114,573
|
Cost of
services
|
86,371
|
|
61,417
|
|
775,489
|
|
338,820
|
Selling, general, and
administrative
|
6,481,759
|
|
7,163,673
|
|
18,751,119
|
|
22,925,745
|
Research and
development
|
2,292,908
|
|
1,715,821
|
|
6,780,211
|
|
6,021,535
|
Total operating
expenses
|
11,175,892
|
|
9,155,979
|
|
31,344,575
|
|
32,400,673
|
|
|
|
|
|
|
|
|
Operating
loss
|
(8,463,320)
|
|
(8,602,292)
|
|
(24,657,090)
|
|
(28,174,226)
|
Other income
(expense)
|
|
|
|
|
|
|
|
Interest income,
net
|
16,213
|
|
39,150
|
|
105,194
|
|
47,553
|
Change in fair value
of warrants liability
|
214,573
|
|
1,852,700
|
|
144,609
|
|
11,213,700
|
Change in fair value of
derivative liability
|
67,366
|
|
(40,245)
|
|
73,585
|
|
(19,309)
|
Other, net
|
(168,177)
|
|
89,222
|
|
356,155
|
|
81,455
|
Total other income,
net
|
129,975
|
|
1,940,827
|
|
679,543
|
|
11,323,399
|
Loss before
taxes
|
(8,333,345)
|
|
(6,661,465)
|
|
(23,977,547)
|
|
(16,850,827)
|
Income tax
expense
|
—
|
|
—
|
|
—
|
|
—
|
Net loss
|
$
(8,333,345)
|
|
$
(6,661,465)
|
|
$
(23,977,547)
|
|
$
(16,850,827)
|
Less: Net income (loss)
attributable to non-controlling interests
|
8,285
|
|
(168,985)
|
|
23,039
|
|
(459,863)
|
Net loss attributable
to Nuvve Holding Corp.
|
$
(8,341,630)
|
|
$
(6,492,480)
|
|
$
(24,000,586)
|
|
$
(16,390,964)
|
Less: Preferred
dividends on redeemable non-controlling interests
|
72,092
|
|
66,601
|
|
212,062
|
|
195,912
|
Less: Accretion on
redeemable non-controlling interests preferred shares
|
161,466
|
|
161,466
|
|
484,398
|
|
484,398
|
Net loss attributable
to Nuvve Holding Corp. common stockholders
|
$
(8,575,188)
|
|
$
(6,720,547)
|
|
$
(24,697,046)
|
|
$
(17,071,274)
|
|
|
|
|
|
|
|
|
Net loss per share
attributable to Nuvve Holding Corp. common
stockholders, basic and
diluted
|
$
(0.27)
|
|
$
(0.31)
|
|
$
(0.88)
|
|
$
(0.85)
|
|
|
|
|
|
|
|
|
Weighted-average
shares used in computing net loss per share
attributable
to Nuvve Holding Corp. common stockholders, basic
and diluted
|
32,191,013
|
|
21,952,882
|
|
28,172,399
|
|
19,972,016
|
NUVVE HOLDING CORP
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
|
|
|
Three Months Ended September
30,
|
|
Nine Months Ended September 30,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Net loss
|
$
(8,333,345)
|
|
$
(6,661,465)
|
|
$
(23,977,547)
|
|
$
(16,850,827)
|
Other comprehensive
(loss) income, net of taxes
|
|
|
|
|
|
|
|
Foreign currency
translation adjustments, net of taxes
|
$
18,124
|
|
$
(61,299)
|
|
$
28,357
|
|
$
(101,297)
|
Total comprehensive
loss
|
$
(8,315,221)
|
|
$
(6,722,764)
|
|
$
(23,949,190)
|
|
$
(16,952,124)
|
Less: Comprehensive
income (loss) attributable to non-controlling interests
|
$
8,285
|
|
$
(168,985)
|
|
$
23,039
|
|
$
(459,863)
|
Comprehensive loss
attributable to Nuvve Holding Corp.
|
$
(8,323,506)
|
|
$
(6,553,779)
|
|
$
(23,972,229)
|
|
$
(16,492,261)
|
Less: Preferred
dividends on redeemable non-controlling interests
|
$
(72,092)
|
|
$
(66,601)
|
|
$
(212,062)
|
|
$
(195,912)
|
Less: Accretion on
redeemable non-controlling interests preferred shares
|
(161,466)
|
|
(161,466)
|
|
(484,398)
|
|
(484,398)
|
Comprehensive loss
attributable to Nuvve Holding Corp. common stockholders
|
$
(8,089,948)
|
|
$
(6,325,712)
|
|
$
(23,275,769)
|
|
$
(15,811,951)
|
NUVVE HOLDING CORP.
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Nine Months Ended September 30,
|
|
2023
|
|
2022
|
Operating activities
|
|
|
|
Net loss
|
$
(23,977,547)
|
|
$
(16,850,827)
|
Adjustments to
reconcile to net loss to net cash used in operating
activities
|
|
|
|
Depreciation and
amortization
|
237,043
|
|
211,220
|
Stock-based
compensation
|
3,197,471
|
|
4,487,003
|
Change in fair value
of warrants liability
|
(144,609)
|
|
(11,213,700)
|
Change in fair value
of derivative liability
|
(73,585)
|
|
19,309
|
Loss on disposal of
asset
|
(1,088)
|
|
—
|
Gains from sale of
investments in equity securities
|
(325,155)
|
|
—
|
Noncash lease
expense
|
355,133
|
|
336,903
|
Change in operating
assets and liabilities
|
|
|
|
Accounts
receivable
|
(1,547,575)
|
|
818,758
|
Inventory
|
4,717,894
|
|
(649,809)
|
Prepaid
expenses and other assets
|
304,031
|
|
(2,040,485)
|
Accounts
payable
|
(705,658)
|
|
(4,070,611)
|
Due to
customers
|
9,830,000
|
|
—
|
Accrued
expenses
|
2,056,210
|
|
443,491
|
Deferred
revenue
|
(122,797)
|
|
324,660
|
Net cash used in
operating activities
|
(6,200,232)
|
|
(28,184,088)
|
Investing activities
|
|
|
|
Purchase of property
and equipment
|
(199,877)
|
|
(349,182)
|
Investments in equity
securities
|
—
|
|
(1,000,000)
|
Proceeds from sale of
investments in equity securities
|
1,325,155
|
|
—
|
Net cash provided
(used) in investing activities
|
1,125,278
|
|
(1,349,182)
|
Financing activities
|
|
|
|
Proceeds from forward
option put exercise
|
—
|
|
1,994,073
|
Proceeds from exercise
of pre-funded warrants related to Direct Offering
|
—
|
|
58
|
Proceeds from Direct
Offering of common stock, net of offering costs
|
2,347,192
|
|
13,069,815
|
Proceeds from common
stock offering, net of offering costs
|
884,586
|
|
3,763,494
|
Payment of finance
lease obligations
|
(5,375)
|
|
(7,396)
|
Proceeds from exercise
of stock options
|
—
|
|
209,280
|
Net cash provided in
financing activities
|
3,226,403
|
|
19,029,324
|
Effect of exchange rate
on cash
|
(40,699)
|
|
(121,218)
|
Net decrease in cash and restricted
cash
|
(1,889,250)
|
|
(10,625,164)
|
Cash and restricted cash at beginning of
year
|
16,233,896
|
|
32,740,520
|
Cash and restricted cash at end of
period
|
$
14,344,646
|
|
$
22,115,356
|
|
|
|
|
|
|
|
|
NUVVE HOLDING CORP. AND
SUBSIDIARIES
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
|
(Unaudited)
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
2023
|
|
2022
|
Supplemental Disclosure of Noncash Financing
Activity
|
|
|
|
Transfer of inventory
to property and equipment
|
$
—
|
|
$
87,095
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/nuvve-provides-third-quarter-2023-financial-update-301983657.html
SOURCE Nuvve Holding Corp.