Nuvve Provides Fourth Quarter 2021 and Full Year Financial Update
Investor Conference Call to be Held Today at
Fourth Quarter Highlights and Recent Developments
- Deployed first vehicle-to-grid (V2G) charging solution with a school bus in
Colorado in partnership with Blue Bird - Won inaugural Next Big Things in Tech Award from
Fast Company - Entered into a strategic engagement with Swell Energy to offer solar and stationary battery storage combined with
Nuvve's intelligent electric vehicle charging solution for residential and commercial customers - Announced plans to form a joint venture with 2021.AI to integrate artificial intelligence with
Nuvve's V2G platform - Levo announced a 10-year contract awarded by the school district in
Troy, Illinois to support its effort to fully electrify its fleet - Cash and cash equivalents of
$32.4 million , as ofDecember 31, 2021
Management Discussion
Gregory Poilasne, chairman and chief executive officer of
2021 Fourth 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 entity 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
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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
NUVVE HOLDING CORP. AND SUBSIDIARIES |
|||
|
|
||
Assets |
|||
Current assets |
|||
Cash |
$ 32,360,520 |
$ 2,275,895 |
|
Restricted cash |
380,000 |
— |
|
Accounts receivable |
1,886,708 |
999,897 |
|
Inventories |
11,118,188 |
1,052,478 |
|
Security deposit, current |
— |
20,427 |
|
Prepaid expenses and other current assets |
1,036,645 |
416,985 |
|
Total Current Assets |
46,782,061 |
4,765,682 |
|
Property and equipment, net |
356,194 |
95,231 |
|
Intangible assets, net |
1,481,077 |
1,620,514 |
|
Investment |
670,951 |
670,951 |
|
Right-of-use operating lease assets |
3,483,042 |
— |
|
Deferred financing costs |
43,562,847 |
— |
|
Financing receivables |
138,161 |
— |
|
Security deposit, long-term |
3,057 |
3,057 |
|
Total Assets |
$ 96,477,390 |
$ 7,155,435 |
|
Liabilities, Mezzanine Equity and Stockholders' (Deficit) Equity |
|||
Current Liabilities |
|||
Accounts payable |
$ 5,738,873 |
$ 2,960,249 |
|
Accrued expenses |
2,874,018 |
586,396 |
|
Deferred revenue |
719,771 |
196,446 |
|
Debt |
— |
4,294,054 |
|
Other liabilities |
110,574 |
— |
|
Total Current Liabilities |
9,484,749 |
8,037,145 |
|
Operating lease liabilities - noncurrent |
3,441,642 |
— |
|
Warrants liability |
866,000 |
— |
|
Derivative liability - non-controlling redeemable preferred shares |
511,948 |
— |
|
Other long-term liabilities |
18,860 |
— |
|
Total Liabilities |
14,323,199 |
8,037,145 |
|
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; aggregate liquidation preference of |
2,885,427 |
— |
|
Stockholders' (Deficit) Equity |
|||
Convertible preferred stock, |
— |
1,679 |
|
Preferred stock, |
— |
— |
|
Common stock, |
1,888 |
2,616 |
|
Additional paid-in capital |
127,138,504 |
19,650,659 |
|
Accumulated other comprehensive income (loss) |
113,446 |
(77,841) |
|
Accumulated deficit |
(47,412,470) |
(20,458,823) |
|
|
79,841,368 |
(881,710) |
|
Non-controlling interests |
(572,604) |
— |
|
Total Stockholders' Equity (Deficit) |
79,268,764 |
(881,710) |
|
Total Liabilities, Mezzanine equity and Stockholders' Equity (Deficit) |
$ 96,477,390 |
$ 7,155,435 |
NUVVE HOLDING CORP. AND SUBSIDIARIES |
|||||||
Three Months Ended |
Years Ended |
||||||
2021 |
2020 |
2021 |
2020 |
||||
Revenue |
|||||||
Products and services |
$ 1,156,880 |
$ 1,041,756 |
$ 2,920,627 |
$ 1,943,151 |
|||
Grants |
90,519 |
418,558 |
1,270,138 |
2,266,546 |
|||
Total revenue |
1,247,399 |
1,460,314 |
4,190,765 |
4,209,697 |
|||
Operating expenses |
|||||||
Cost of product and service revenue |
1,124,729 |
455,739 |
2,002,197 |
521,068 |
|||
Selling, general, and administrative |
6,544,104 |
2,403,145 |
22,896,125 |
5,487,037 |
|||
Research and development |
1,949,442 |
911,194 |
6,524,245 |
2,888,975 |
|||
Total operating expenses |
9,618,275 |
3,770,078 |
31,422,567 |
8,897,080 |
|||
Operating loss |
(8,370,876) |
(2,309,764) |
(27,231,802) |
(4,687,383) |
|||
Other income (expense) |
|||||||
Interest expense |
7,188 |
(257,827) |
(585,157) |
(313,614) |
|||
Change in fair value of conversion option on convertible notes |
— |
(56,497) |
— |
(37,497) |
|||
Change in fair value of warrants liability |
(240,000) |
— |
387,228 |
— |
|||
Change in fair value of derivative liability |
(2,163) |
— |
(14,342) |
— |
|||
Other, net |
(39,731) |
73,114 |
282,183 |
154,360 |
|||
Total other income (expense), net |
(274,706) |
(241,210) |
69,912 |
(196,751) |
|||
Loss before taxes |
(8,645,582) |
(2,550,974) |
(27,161,890) |
(4,884,134) |
|||
Income tax expense |
— |
— |
1,000 |
1,000 |
|||
Net loss |
$ (8,645,582) |
$ (2,550,974) |
$ (27,162,890) |
$ (4,885,134) |
|||
Less: Net loss attributable to non-controlling interests |
(78,406) |
— |
(209,243) |
— |
|||
Net loss attributable to |
$ (8,567,176) |
$ (2,550,974) |
$ (26,953,647) |
$ (4,885,134) |
|||
Less: Preferred dividends on redeemable non-controlling interests |
62,760 |
— |
101,856 |
— |
|||
Less: Accretion on redeemable non-controlling interests preferred shares |
161,466 |
— |
261,505 |
— |
|||
Net loss attributable to |
$ (8,791,402) |
$ (2,550,974) |
$ (27,317,008) |
$ (4,885,134) |
|||
Net loss per share attributable to |
$ (0.47) |
$ (0.29) |
$ (1.64) |
$ (0.55) |
|||
Weighted-average shares used in computing net loss per share attributable to |
18,800,005 |
8,946,777 |
16,654,495 |
8,821,226 |
NUVVE HOLDING CORP AND SUBSIDIARIES |
|||||||
Three Months Ended |
Years Ended |
||||||
2021 |
2020 |
2021 |
2020 |
||||
Net loss |
$ (8,645,582) |
|
$ (27,162,890) |
$ (4,885,134) |
|||
Other comprehensive (loss) income, net of taxes |
|||||||
Foreign currency translation adjustments, net of taxes |
43,494 |
(90,348) |
191,287 |
(185,461) |
|||
Total Comprehensive loss |
$ (8,602,088) |
|
$ (26,971,603) |
$ (5,070,595) |
|||
Less: Comprehensive loss attributable to non-controlling interests, net taxes |
(78,406) |
— |
(209,243) |
— |
|||
Comprehensive loss attributable to |
$ (8,523,682) |
|
$ (26,762,360) |
$ (5,070,595) |
|||
Less: Preferred dividends on redeemable non-controlling interests |
(62,760) |
— |
(101,856) |
— |
|||
Less: Accretion on redeemable non-controlling interests preferred shares |
(161,466) |
— |
(261,505) |
— |
|||
Comprehensive loss attributable to |
$ (8,299,456) |
|
$ (26,398,999) |
$ (5,070,595) |
NUVVE HOLDING CORP. AND SUBSIDIARIES |
|||
Years Ended |
|||
2021 |
2020 |
||
Operating activities |
|||
Net loss |
$ (27,162,890) |
$ (4,885,134) |
|
Adjustments to reconcile to net loss to net cash used in operating activities |
|||
Depreciation and amortization |
167,558 |
164,986 |
|
Share-based compensation |
4,219,989 |
599,535 |
|
Beneficial conversion feature on convertible debenture |
427,796 |
37,497 |
|
Convertible note issued for services |
— |
28,000 |
|
Accretion of discount on convertible notes |
— |
94,500 |
|
Accretion of discount on convertible debenture |
116,147 |
65,519 |
|
Change in fair value of warrants liability |
(387,228) |
— |
|
Loss on disposal of asset |
1,326 |
— |
|
Gain on extinguishment of PPP Loan |
(492,100) |
— |
|
Interest expense related to notes converted at discount |
— |
97,144 |
|
Noncash lease expense |
3,636 |
— |
|
Change in operating assets and liabilities |
|||
Accounts receivable |
(887,697) |
(187,090) |
|
Inventory |
(10,065,710) |
(835,691) |
|
Prepaid expenses and other assets |
(693,756) |
(71,423) |
|
Accounts payable |
2,780,890 |
1,458,267 |
|
Accrued expenses |
2,138,574 |
247,192 |
|
Deferred revenue |
626,265 |
107,755 |
|
Net cash used in operating activities |
(29,207,200) |
(3,078,943) |
|
Investing activities |
|||
Proceeds from sale of property and equipment |
7,649 |
— |
|
Purchase of property and equipment |
(273,124) |
(22,504) |
|
Net cash used in investing activities |
(265,475) |
(22,504) |
|
Financing activities |
|||
Proceeds from issuance of convertible debenture |
— |
4,000,000 |
|
Proceeds from issuance of convertible notes |
— |
988,500 |
|
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) |
(263,565) |
|
Payment of finance lease obligations |
(5,839) |
— |
|
Proceeds from PPP/EIDL Loan |
— |
652,000 |
|
Repayment of EIDL Loan |
— |
(159,900) |
|
Proceeds from exercise of stock options |
576,528 |
22,862 |
|
Issuance Costs Related to Preferred Stock |
(2,939,766) |
— |
|
Issuance of Redeemable Preferred Stock |
3,138,000 |
— |
|
Payment of Preferred Stock dividends |
(39,096) |
— |
|
Proceeds from shareholder loan |
— |
75,000 |
|
Repayment proceeds from shareholder loan |
— |
(75,000) |
|
Net cash provided by financing activities |
59,737,708 |
5,239,897 |
|
Effect of exchange rate on cash |
199,592 |
(189,258) |
|
Net increase in cash and restricted cash |
30,464,625 |
1,949,192 |
|
Cash and restricted cash at beginning of year |
2,275,895 |
326,703 |
|
Cash and restricted cash at end of year |
$ 32,740,520 |
$ 2,275,895 |
|
Supplemental Disclosure of cash information: |
|||
Cash paid for interest |
$ — |
$ — |
|
Cash paid for income taxes |
$ 800 |
$ 800 |
|
|
|||
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) |
|||
(Unaudited) |
|||
Years Ended |
|||
2021 |
2020 |
||
Supplemental Disclosure of Noncash Financing Activity |
|||
Convertible notes issued in exchange for deferred salary liability to an officer |
$ — |
$ 471,129 |
|
Issuance of convertible notes for services |
$ — |
$ 28,000 |
|
Conversion option issued |
$ — |
$ 94,500 |
|
Conversion of preferred stock to common stock |
$ 1,679 |
$ — |
|
Conversion of debenture and accrued interest to common shares |
$ 3,999,435 |
$ 1,799,367 |
|
Conversion of shares due to reverse recapitalization |
$ 3,383 |
$ — |
|
Beneficial conversion feature |
$ — |
$ 97,144 |
|
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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