Nuvve Provides Third Quarter 2022 Financial Update
Investor Conference Call to be Held Today at
Third Quarter Highlights
- Partnered with
San Diego Gas & Electric to provide energy back to the grid during emergency load reduction events; began participating in this service in theCajon Valley Union School District inSan Diego , where six high capacity chargers were commissioned - Partnered with Vistra to assist school districts access available grant funding from both federal and state agencies; leveraged Vistra relationships to secure rebate awards for districts in
Texas in the first round of theEPA 's Clean School Bus Program funding allocations - Reduced cash operating costs in third quarter on a sequential basis to
$7.8 million versus$8.3 million in the second quarter - Megawatts under management increased to 16.3 megawatts as of
September 30, 2022 from 16.1; backlog increased to$4.2 million from$3.9 million - Cash and cash equivalents of
$21.6 million as ofSeptember 30, 2022
Management Discussion
Gregory Poilasne, chairman and chief executive officer of
As we look ahead, we continue to see an electric school bus market that is negatively impacted by supply chain disruptions and inflation, with both factors impacting our third quarter results, along with what we think were some transitory issues related to partners awaiting the
2022 Third Quarter Financial Review
Total revenue was
Cost of products and services revenue 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) consists primarily of interest expense, impairment of deferred finance costs, change in fair value of private warrants liability and derivative liability, and other income (expense). Other income (expense) decreased 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.
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 consolidate Levo and record a non-controlling interest for the share of the Levo owned by Stonepeak and Evolve 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 2022, along with other company developments, at
To participate, please register for and listen via a live webcast, which is available in the 'Events' section of
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 |
$ 21,635,356 |
$ 32,360,520 |
|
Restricted cash |
480,000 |
380,000 |
|
Accounts receivable, net |
1,063,903 |
1,886,708 |
|
Inventories |
11,767,996 |
11,118,188 |
|
Prepaid expenses and other current assets |
2,947,014 |
1,036,645 |
|
Total Current Assets |
37,894,269 |
46,782,061 |
|
Property and equipment, net |
591,257 |
356,194 |
|
Intangible assets, net |
1,376,499 |
1,481,077 |
|
Investments |
1,670,951 |
670,951 |
|
Right-of-use operating lease assets |
5,418,912 |
3,483,042 |
|
Deferred financing costs |
— |
43,562,847 |
|
Financing receivables |
238,624 |
138,161 |
|
Security deposit, long-term |
8,682 |
3,057 |
|
Total Assets |
$ 47,199,194 |
$ 96,477,390 |
|
Liabilities, Mezzanine Equity and Stockholders' Equity |
|||
Current Liabilities |
|||
Accounts payable |
$ 1,664,685 |
$ 5,738,873 |
|
Accrued expenses |
3,436,815 |
2,874,018 |
|
Deferred revenue |
1,014,152 |
719,771 |
|
Operating lease liabilities - current |
708,441 |
41,513 |
|
Other liabilities |
107,198 |
110,574 |
|
Total Current Liabilities |
6,931,291 |
9,484,749 |
|
Operating lease liabilities - noncurrent |
5,225,555 |
3,441,642 |
|
Warrants liability |
12,000 |
866,000 |
|
Derivative liability - non-controlling redeemable preferred shares |
531,257 |
511,948 |
|
Other long-term liabilities |
13,013 |
18,860 |
|
Total Liabilities |
12,713,116 |
14,323,199 |
|
Commitments and Contingencies |
|||
Mezzanine equity |
|||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 |
3,369,827 |
2,885,427 |
|
Class |
293,165 |
— |
|
Stockholders' Equity |
|||
Preferred stock, |
— |
— |
|
Common stock, |
2,292 |
1,888 |
|
Additional paid-in capital |
150,247,403 |
127,138,504 |
|
Accumulated other comprehensive income |
12,149 |
113,446 |
|
Accumulated deficit |
(115,805,023) |
(47,412,470) |
|
Nuvve Stockholders' Equity |
34,456,821 |
79,841,368 |
|
Non-controlling interests |
(3,633,735) |
(572,604) |
|
Total Stockholders' Equity |
30,823,086 |
79,268,764 |
|
Total Liabilities, Mezzanine equity and Stockholders' Equity |
$ 47,199,194 |
$ 96,477,390 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
|||||||
Three Months Ended |
Nine Months Ended |
||||||
2022 |
2021 |
2022 |
2021 |
||||
Revenue |
|||||||
Products and services |
$ 487,818 |
$ 682,900 |
$ 3,809,631 |
$ 1,761,319 |
|||
Grants |
65,869 |
480,104 |
416,816 |
1,182,047 |
|||
Total revenue |
553,687 |
1,163,004 |
4,226,447 |
2,943,366 |
|||
Operating expenses |
|||||||
Cost of product and service revenue |
276,485 |
387,582 |
3,453,393 |
877,468 |
|||
Selling, general, and administrative |
7,163,673 |
6,599,490 |
22,925,745 |
16,352,021 |
|||
Research and development |
1,715,821 |
1,622,608 |
6,021,535 |
4,574,803 |
|||
Total operating expenses |
9,155,979 |
8,609,680 |
32,400,673 |
21,804,292 |
|||
Operating loss |
(8,602,292) |
(7,446,676) |
(28,174,226) |
(18,860,926) |
|||
Other income (expense) |
|||||||
Interest income (expense) |
39,150 |
3,220 |
47,553 |
(592,345) |
|||
Write-off of deferred financing costs |
— |
— |
(43,562,847) |
— |
|||
Change in fair value of warrants liability |
170,000 |
557,000 |
854,000 |
627,228 |
|||
Change in fair value of derivative liability |
(40,245) |
(12,179) |
(19,309) |
(12,179) |
|||
Other, net |
89,222 |
(69,647) |
81,455 |
321,914 |
|||
Total other income (expense), net |
258,127 |
478,394 |
(42,599,148) |
344,618 |
|||
Loss before taxes |
(8,344,165) |
(6,968,282) |
(70,773,374) |
(18,516,308) |
|||
Income tax expense |
— |
— |
— |
1,000 |
|||
Net loss |
$ (8,344,165) |
$ (6,968,282) |
$ (70,773,374) |
$ (18,517,308) |
|||
Less: Net loss attributable to non-controlling interests |
(168,985) |
(130,837) |
(2,380,821) |
(130,837) |
|||
Net loss attributable to |
$ (8,175,180) |
$ (6,837,445) |
$ (68,392,553) |
$ (18,386,471) |
|||
Less: Preferred dividends on redeemable non-controlling interests |
66,601 |
39,096 |
195,912 |
39,096 |
|||
Less: Accretion on redeemable non-controlling interests preferred shares |
161,466 |
100,039 |
484,398 |
100,039 |
|||
Net loss attributable to |
$ (8,403,247) |
$ (6,976,580) |
$ (69,072,863) |
$ (18,525,606) |
|||
Net loss per share attributable to |
$ (0.38) |
$ (0.37) |
$ (3.46) |
$ (1.16) |
|||
Weighted-average shares used in computing net loss per share |
21,952,882 |
18,627,978 |
19,972,016 |
15,931,466 |
NUVVE HOLDING CORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) |
|||||||
Three Months Ended |
Nine Months Ended |
||||||
2022 |
2021 |
2022 |
2021 |
||||
Net loss |
$ (8,344,165) |
$ (6,968,282) |
$ (70,773,374) |
$ (18,517,308) |
|||
Other comprehensive (loss) income, net of taxes |
|||||||
Foreign currency translation adjustments, net of taxes |
$ (61,299) |
$ 51,179 |
$ (101,297) |
$ 147,782 |
|||
Total Comprehensive loss |
$ (8,405,464) |
$ (6,917,103) |
$ (70,874,671) |
$ (18,369,526) |
|||
Less: Comprehensive loss attributable to non-controlling interests |
$ (168,985) |
$ (130,837) |
$ (2,380,821) |
$ (130,837) |
|||
Comprehensive loss attributable to |
$ (8,236,479) |
$ (6,786,266) |
$ (68,493,850) |
$ (18,238,689) |
|||
Less: Preferred dividends on redeemable non-controlling interests |
$ (66,601) |
$ (39,096) |
$ (195,912) |
$ 39,096 |
|||
Less: Accretion on redeemable non-controlling interests preferred shares |
(161,466) |
(100,039) |
(484,398) |
(100,039) |
|||
Comprehensive loss attributable to |
$ (8,008,412) |
$ (6,647,131) |
$ (67,813,540) |
$ (18,099,554) |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
|||
Nine Months Ended |
|||
2022 |
2021 |
||
Operating activities |
|||
Net loss |
$ (70,773,374) |
$ (18,517,308) |
|
Adjustments to reconcile to net loss to net cash used in operating activities |
|||
Depreciation and amortization |
211,220 |
122,352 |
|
Stock-based compensation |
4,487,003 |
2,690,081 |
|
Write-off of deferred financing costs |
43,562,847 |
— |
|
Beneficial conversion feature on convertible debenture |
— |
427,796 |
|
Accretion of discount on convertible debenture |
— |
116,147 |
|
Change in fair value of warrants liability |
(854,000) |
(627,228) |
|
Change in fair value of derivative liability |
19,309 |
— |
|
Loss on disposal of asset |
— |
1,349 |
|
Gain on extinguishment of PPP Loan |
— |
(492,100) |
|
Noncash lease expense |
336,903 |
2,141 |
|
Change in operating assets and liabilities |
|||
Accounts receivable |
818,758 |
(99,963) |
|
Inventory |
(649,809) |
(5,126,698) |
|
Prepaid expenses and other assets |
(2,040,485) |
(4,062,202) |
|
Accounts payable |
(4,070,611) |
(240,200) |
|
Accrued expenses |
443,491 |
2,260,833 |
|
Deferred revenue |
324,660 |
66,493 |
|
Net cash used in operating activities |
(28,184,088) |
(23,478,507) |
|
Investing activities |
|||
Proceeds from sale of property and equipment |
— |
7,784 |
|
Purchase of property and equipment |
(349,182) |
— |
|
Investments |
(1,000,000) |
— |
|
Net cash (used) provided in investing activities |
(1,349,182) |
7,784 |
|
Financing activities |
|||
Deposit with Newborn |
— |
— |
|
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) |
|
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 |
13,069,815 |
— |
|
Proceeds from common stock offering, net of offering costs |
3,763,494 |
— |
|
Payment of finance lease obligations |
(7,396) |
(4,613) |
|
Proceeds from exercise of stock options |
209,280 |
18,325 |
|
Issuance of Preferred Stock |
— |
3,138,000 |
|
Net cash provided in financing activities |
19,029,324 |
62,159,593 |
|
Effect of exchange rate on cash |
(121,218) |
150,547 |
|
Net (decrease) increase in cash and restricted cash |
(10,625,164) |
38,839,417 |
|
Cash and restricted cash at beginning of year |
32,740,520 |
2,275,895 |
|
Cash and restricted cash at end of period |
$ 22,115,356 |
$ 41,115,312 |
|
|
|||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) |
|||
(Unaudited) |
|||
Nine Months Ended |
|||
2022 |
2021 |
||
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 |
|
Transfer of Inventory to property and equipment |
$ 87,095 |
$ — |
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