Nuvve Provided Third Quarter 2021 Financial Update
Third Quarter Highlights and Recent Developments
- Completed transaction to create
Levo Mobility LLC (Levo), a sustainable infrastructure joint venture withStonepeak Partners LP (Stonepeak) and Stonepeak portfolio company,Evolve Transition Infrastructure LP (NYSE American: SNMP)
- Advanced partnership with Blue Bird to install up to 200 charging stations for up to 400 buses in delivery facility in
Georgia , creating first of many V2G hubs
- Earned competitively awarded contract with Sourcewell, a cooperative purchasing organization, to provide
Nuvve's intelligent energy platform to government, education and nonprofit entities
- Announced first-of-its-kind V2G partnership in Iberia with Wallbox designed to reduce mounting pressure on the grid and offer users significant financial incentives
- Achieved 5.5 megawatts under management during the quarter, increasing total megawatts under management to 12.4 as of
September 30, 2021
- On
Friday, November 5, 2021 , theU.S. House of Representatives passed a$1.2 trillion bipartisan infrastructure bill, setting aside$7.5 billion to create a nationwide network of EV charging stations and expedite the adoption of electric cars this decade;$7.5 billion for electric buses; and$65 billion to fund an investment in clean energy and renewables for the nation's electricity grid, and promises to create a more resilient system. These are all marketsNuvve is poised to leverage.
- Cash and cash equivalents of
$40.7 million , as ofSeptember 30, 2021
Management Discussion
Gregory Poilasne, chairman and chief executive officer of
2021 Third Quarter Financial Review
Total revenue was
Cost of product and service revenues primarily consisted of the cost of charging station goods sold. Cost of product and service revenues for the three months ended
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance, and professional expenses. Selling, general and administrative expenses were
Research and development expenses increased by
Other income (expense) increased by
Net loss includes the net loss attributable to Stonepeak and Evolve, the holders of non-controlling interests in Levo, on our condensed consolidated statements of operations. We began consolidating the results of operations of Levo during the quarter ended
Net loss increased by
Net Loss Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest was
Net 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 entities in which we are the primary beneficiary. Accordingly, we consolidated Levo and recorded a non-controlling interest for the share of the entity owned by Stonepeak and Evolve during the three months ended
During the three months ended
Conference Call Details
The Company will hold a conference call to review its financial results for the third quarter of 2021, along with other company developments at
To participate in this call, please dial (877) 407-3982 or (201) 493-6780, or listen via a live webcast, which is available in the Investors section of the Company's website at https://nuvve.com/investors.
A replay of the call will be available by visiting https://nuvve.com/investors/ for the next 90 days or by calling (844) 512-2921 or (412) 317-6671, confirmation code 13724986.
About
Forward Looking Statements
The information in this press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding
Use of Projections
This press release contains projected financial information with respect to
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
nuvve@icrinc.com
+1 (646) 200-8872
FINANCIAL TABLES FOLLOW
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) |
|||||||
|
|
||||||
Assets |
|||||||
Current assets |
|||||||
Cash |
$ |
40,735,312 |
$ |
2,275,895 |
|||
Restricted cash |
380,000 |
— |
|||||
Accounts receivable |
1,099,185 |
999,897 |
|||||
Inventories |
6,179,175 |
1,052,478 |
|||||
Security deposit, current |
— |
20,427 |
|||||
Prepaid expenses and other current assets |
1,485,229 |
416,985 |
|||||
Total Current Assets |
49,878,901 |
4,765,682 |
|||||
Property and equipment, net |
95,425 |
95,231 |
|||||
Intangible assets, net |
1,515,936 |
1,620,514 |
|||||
Investment |
670,951 |
670,951 |
|||||
Deferred financing costs |
46,505,225 |
— |
|||||
Financing receivables |
125,000 |
— |
|||||
Security deposit, long-term |
3,057 |
3,057 |
|||||
Total Assets |
$ |
98,794,495 |
$ |
7,155,435 |
|||
Liabilities, Mezzanine Equity and Stockholders' (Deficit) Equity |
|||||||
Current Liabilities |
|||||||
Accounts payable |
$ |
2,718,326 |
$ |
2,960,249 |
|||
Accrued expenses |
2,974,820 |
585,396 |
|||||
Deferred revenue |
262,939 |
196,446 |
|||||
Debt |
— |
4,294,054 |
|||||
Other liabilities |
7,770 |
— |
|||||
Total Current Liabilities |
5,963,855 |
8,036,145 |
|||||
Warrants liability |
626,000 |
— |
|||||
Derivative liability - non-controlling redeemable preferred shares |
509,785 |
— |
|||||
Other long-term liabilities |
20,561 |
— |
|||||
Total Liabilities |
7,120,201 |
8,036,145 |
|||||
Commitments and Contingencies |
|||||||
Mezzanine equity |
|||||||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issue and outstanding; aggregate liquidation preference of |
2,723,960 |
— |
|||||
Stockholders' (Deficit) Equity |
|||||||
Convertible preferred stock, |
— |
1,679 |
|||||
Preferred stock, |
— |
— |
|||||
Common stock, |
1,865 |
2,616 |
|||||
Additional paid-in capital |
127,992,794 |
19,650,659 |
|||||
Accumulated other comprehensive income (loss) |
69,941 |
(77,841) |
|||||
Accumulated deficit |
(38,844,294) |
(20,457,823) |
|||||
Nuvve Stockholders' Equity (Deficit) |
89,220,306 |
(880,710) |
|||||
Non-controlling interests |
(269,972) |
— |
|||||
Total Stockholders' Equity (Deficit) |
88,950,334 |
(880,710) |
|||||
Total Liabilities, Mezzanine equity and Stockholders' Equity (Deficit) |
$ |
98,794,495 |
$ |
7,155,435 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
|||||||||||||||
Three Months Ended |
Nine Months Ended |
||||||||||||||
2021 |
2020 |
2021 |
2020 |
||||||||||||
Revenue |
|||||||||||||||
Products and services |
$ |
682,900 |
$ |
541,349 |
$ |
1,761,319 |
$ |
901,395 |
|||||||
Grants |
480,104 |
799,561 |
1,182,047 |
1,847,988 |
|||||||||||
Total revenue |
1,163,004 |
1,340,910 |
2,943,366 |
2,749,383 |
|||||||||||
Operating expenses |
|||||||||||||||
Cost of product and service revenue |
387,582 |
32,125 |
877,468 |
65,329 |
|||||||||||
Selling, general, and administrative |
6,599,490 |
1,366,472 |
16,352,021 |
3,083,892 |
|||||||||||
Research and development |
1,622,608 |
770,696 |
4,574,803 |
1,977,781 |
|||||||||||
Total operating expenses |
8,609,680 |
2,169,293 |
21,804,292 |
5,127,002 |
|||||||||||
Operating loss |
(7,446,676) |
(828,383) |
(18,860,926) |
(2,377,619) |
|||||||||||
Other income (expense) |
|||||||||||||||
Interest income (expense) |
3,220 |
(48,457) |
(592,345) |
(55,787) |
|||||||||||
Deferred financing costs |
— |
— |
— |
— |
|||||||||||
Change in fair value of conversion option on convertible notes |
— |
19,000 |
— |
19,000 |
|||||||||||
Change in fair value of warrants liability |
557,000 |
— |
627,228 |
— |
|||||||||||
Change in fair value of derivative liability |
(12,179) |
— |
(12,179) |
— |
|||||||||||
Other, net |
(69,647) |
75,590 |
321,914 |
81,246 |
|||||||||||
Total other (expense) income, net |
478,394 |
46,133 |
344,618 |
44,459 |
|||||||||||
Loss before taxes |
(6,968,282) |
(782,250) |
(18,516,308) |
(2,333,160) |
|||||||||||
Income tax (benefit) expense |
— |
— |
1,000 |
1,000 |
|||||||||||
Net loss |
$ |
(6,968,282) |
$ |
(782,250) |
$ |
(18,517,308) |
$ |
(2,334,160) |
|||||||
Less: Net loss attributable to non-controlling interests |
(130,837) |
— |
(130,837) |
— |
|||||||||||
Net loss attributable to |
$ |
(6,837,445) |
$ |
(782,250) |
$ |
(18,386,471) |
$ |
(2,334,160) |
|||||||
Less: Preferred dividends on redeemable non-controlling interests |
39,096 |
— |
39,096 |
— |
|||||||||||
Less: Accretion on redeemable non-controlling interests preferred shares |
100,039 |
— |
100,039 |
— |
|||||||||||
Net loss attributable to |
$ |
(6,976,580) |
$ |
(782,250) |
$ |
(18,525,606) |
$ |
(2,334,160) |
|||||||
Net loss per share attributable to |
$ |
(0.37) |
$ |
(0.09) |
$ |
(1.16) |
$ |
(0.27) |
|||||||
Weighted-average shares used in computing net loss per share attributable to |
18,627,978 |
8,778,916 |
15,931,466 |
8,778,916 |
NUVVE HOLDING CORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) |
|||||||||||||||
Three Months Ended |
Nine Months Ended |
||||||||||||||
2021 |
2020 |
2021 |
2020 |
||||||||||||
Net loss |
$ |
(6,968,282) |
$ |
(782,250) |
$ |
(18,517,308) |
$ |
(2,334,160) |
|||||||
Other comprehensive (loss) income, net of taxes |
|||||||||||||||
Foreign currency translation adjustments, net of taxes |
51,179 |
(83,704) |
147,782 |
(95,113) |
|||||||||||
Total Comprehensive loss |
$ |
(6,917,103) |
$ |
(865,954) |
$ |
(18,369,526) |
$ |
(2,429,273) |
|||||||
Less: Comprehensive loss attributable to non-controlling interests |
(130,837) |
— |
(130,837) |
— |
|||||||||||
Comprehensive loss attributable to |
$ |
(6,786,266) |
$ |
(865,954) |
$ |
(18,238,689) |
$ |
(2,429,273) |
|||||||
Less: Preferred dividends on redeemable non-controlling interests |
(39,096) |
— |
(39,096) |
— |
|||||||||||
Less: Accretion on redeemable non-controlling interests preferred shares |
(100,039) |
— |
(100,039) |
— |
|||||||||||
Comprehensive loss attributable to |
$ |
(6,647,131) |
$ |
(865,954) |
$ |
(18,099,554) |
$ |
(2,429,273) |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
|||||||
Nine Months Ended |
|||||||
2021 |
2020 |
||||||
Operating activities |
|||||||
Net loss |
$ |
(18,517,308) |
$ |
(2,334,160) |
|||
Adjustments to reconcile to net loss to net cash used in operating activities |
|||||||
Depreciation and amortization |
122,352 |
123,607 |
|||||
Share-based compensation |
2,690,081 |
115,068 |
|||||
Beneficial conversion feature on convertible debenture |
427,796 |
(19,000) |
|||||
Accretion of discount on convertible debenture |
116,147 |
43,385 |
|||||
Change in fair value of warrants liability |
(627,228) |
— |
|||||
Loss on disposal of asset |
1,349 |
— |
|||||
Gain on extinguishment of PPP Loan |
(492,100) |
— |
|||||
Noncash lease expense |
2,141 |
— |
|||||
Change in operating assets and liabilities |
|||||||
Accounts receivable |
(99,963) |
76,948 |
|||||
Inventory |
(5,126,698) |
32,266 |
|||||
Prepaid expenses and other assets |
(4,062,202) |
(93,332) |
|||||
Accounts payable |
(240,200) |
427,332 |
|||||
Accrued expenses |
2,260,833 |
137,983 |
|||||
Deferred revenue |
66,493 |
220,662 |
|||||
Net cash used in operating activities |
(23,478,507) |
(1,269,241) |
|||||
Investing activities |
|||||||
Proceeds from sale of property and equipment |
7,784 |
— |
|||||
Purchase of property and equipment |
— |
(22,504) |
|||||
Net cash provided (used) in investing activities |
7,784 |
(22,504) |
|||||
Financing activities |
|||||||
Proceeds from issuance of convertible notes |
— |
496,500 |
|||||
Proceeds from Newborn Escrow Account |
58,184,461 |
— |
|||||
Redemption of Newborn shares |
(18,629) |
— |
|||||
Issuance costs related to reverse recapitalization and PIPE offering |
(3,970,657) |
— |
|||||
Proceeds from PIPE offering |
14,250,000 |
— |
|||||
Repayment of Newborn sponsor loans |
(487,500) |
— |
|||||
Repurchase of common stock from EDF |
(6,000,000) |
— |
|||||
Newborn cash acquired |
50,206 |
— |
|||||
Purchase of stock from investor |
(2,000,000) |
— |
|||||
Payment of financing costs |
(1,000,000) |
— |
|||||
Payment of finance lease Obligations |
(4,613) |
— |
|||||
Proceeds from PPP/EIDL Loan |
— |
642,000 |
|||||
Proceeds from exercise of stock options |
18,325 |
— |
|||||
Issuance of Common Stock |
— |
(3) |
|||||
Issuance of Preferred Stock |
3,138,000 |
— |
|||||
Repayment proceeds from shareholder loan |
— |
(75,000) |
|||||
Proceeds from shareholder loan |
— |
75,000 |
|||||
Net cash provided by financing activities |
62,159,593 |
1,138,497 |
|||||
Effect of exchange rate on cash |
150,547 |
(95,399) |
|||||
Net increase (decrease) in cash and restricted cash |
38,839,417 |
(248,647) |
|||||
Cash and restricted cash at beginning of year |
2,275,895 |
326,703 |
|||||
Cash and restricted cash at end of period |
$ |
41,115,312 |
$ |
78,056 |
|||
Supplemental Disclosure of Noncash Financing Activity |
|||||||
Conversion of preferred stock to common stock |
$ |
1,679 |
$ |
— |
|||
Conversion of debenture and accrued interest to common shares |
$ |
3,999,435 |
$ |
— |
|||
Conversion of shares due to reverse recapitalization |
$ |
3,383 |
$ |
— |
|||
Issuance of common stock for merger success fee |
$ |
2,085,299 |
$ |
— |
|||
Non-cash merger transaction costs |
$ |
2,085,299 |
$ |
— |
|||
Accrued transaction costs related to reverse recapitalization |
$ |
189,434 |
$ |
— |
|||
Issuance of private warrants |
$ |
1,253,228 |
$ |
— |
|||
Forgiveness of PPP Loan |
$ |
492,100 |
$ |
— |
|||
Issuance of Stonepeak and Evolve warrants |
$ |
30,234,000 |
$ |
— |
|||
Issuance of Stonepeak and Evolve options |
$ |
12,584,000 |
$ |
— |
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