Nuvve Holding Corp.
Q1 2021 Earnings Call Transcript

Published: 17 May 2021

[Operator:]

Good morning and welcome to the Nuvve Holding Corp.'s first-quarter of fiscal year 2021 financial results conference call. . Please note this event is being recorded. I would now like to turn the conference over to Joe Dorame, Managing Partner.

[Joe Dorame:]

Thanks, Betsy. Good morning and thanks for joining us today. On the call are Gregory Poilasne, Chief Executive Officer; Ted Smith, Chief Operating Officer; and David Robson, Chief Financial Officer of Nuvve. This morning Nuvve issued two press releases; one regarding its first-quarter 2021 financial results and another one regarding a transaction with Stonepeak Infrastructure Partners. The Company also posted slides to accompany today's call on the Investor Relations page of its website. Following prepared remarks we will open the call for questions.

[Gregory Poilasne:]

Thank you, Joe, and good morning, everyone. I'm excited to kick off Nuvve's first earnings cause a public company today following the completion of our transaction with Newborn Acquisition Corp. It's been an exciting few months and, as we begin our journey as a public company, we've been hard at work continuing to build on all that the team has accomplished since Nuvve's founding in 2010. This is highlighted by the agreement to form a joint venture with Stonepeak Infrastructure Partners we announced today alongside our financial results. Ted, David and I are looking forward to walking you through this joint venture as well as other recent developments, our results and outlook for the remaining of the year. To start, some of you have had the opportunity to hear the background of our business and our clear go-forward strategy. But we recognize that others are likely new to the story. So, I want to take a few minutes to walk through our technology and how we are focused on driving value for our customers and, ultimately, our shareholders. At Nuvve we are capitalizing on the transformational megatrend with a differentiated and proprietary mobility technology, an experienced team and a compelling turnkey offering. The transition to electric mobility is among the largest macroeconomic shift in our lifetime, the opportunities to accelerate solutions to climate change. Our mission is to lower the cost of electric vehicle ownership whilst supporting the integration of renewable energy for scalable and sustainable green society. Road vehicles account for 23% of US GHG emissions. In fact, the transportation sector emits more harmful pollutants than any other sector and road vehicles are more than 80% of transportation emissions. The transportation world is rapidly electrifying, which is key to solving the climate challenges we face.

[Ted Smith:]

Thanks, Gregory. I want to highlight the valuable partnerships we've built and some of the exciting work that's been accomplished since we completed the business combination with Newborn. We recently announced the first deployment of a series of V2G school buses with our partners Uber, Cummins and Rhombus. In March, school bus industry leader Blue Bird delivered its first operational V2G capable school bus utilizing technology from Nuvve. With our partners at Blue Bird, we are on a mission to make the electrification of school buses more affordable and efficient and Nuvve's V2G technology positions us to do that. We also recently announced a project with Con Edison in White Plains, New York in which we use e-buses from Lion Electric whom we collaborate with to partner -- to provide power to Con Edison's grid. The goal of this project is to explore the technological and economic potential on using e-buses on a wider scale to improve air quality and grid reliability. There are approximately 1,000 school buses operating in Westchester and 8,000 in New York City that could make a significant difference to the environment if converted to electric V2G capability. We are building alliances with both utilities and school bus manufacturers to enable a national rollout of V2G-enabled school buses which we believe will eventually replace diesel buses at competitive prices, helping to achieve the objectives of President Biden's infrastructure plan. We're also working in the shuttle, delivery truck, transit bus and refuse truck segments where the business case for V2G remains very compelling as battery and infrastructure costs go down. Heavy duty and the light duty fleets are very much at the forefront of our deployments right now, and therefore we are working with a variety of leading OEMs. In short, we have a pipeline that we are building aggressively with significant opportunity ahead.

[David Robson:]

Thanks, Ted. Before I go over the financial results for the quarter, I wanted to briefly comment on the disclosure we made in our press release this morning regarding the filing of our 10-Q for the quarter ended March 31, 2021. As a result of the recent guidance provided by the SEC on April 12, 2021 for SPAC-related companies regarding the accounting and reporting of warrants, we intend to file an extension with the SEC to file our 10-Q. We require this extension in order to complete our analysis related to the accounting and reporting policies raised by the SEC. However, we do not expect the Company's financial position, or our first-quarter results, or the financial information disclosed in today's press release, to change as a result of this analysis. This analysis includes evaluating whether some of the warrants issued in Newborn's initial public offering and the PIPE warrants that were issued in the PIPE offering should have been reclassified as liabilities from equity in the previously issued financial statements of Newborn. The results of our analysis may require Newborn's historical financial statements for the year ended December 31, 2020 to be restated such that some, if not all, of the warrants will be accounted for as liabilities and marked to market each reporting date. Because this analysis is ongoing the filing of our Form 10-Q for the quarter ended March 31, 2021 will be delayed until a final conclusion is reached. With that let me now provide an overview of our results for the quarter and our current financial position following the completion of the transaction with Newborn. Then I'll get into our outlook for the remainder of 2021. In the first quarter of 2021, we generated total revenues of $0.8 million compared to $0.9 million for the first quarter 2020, a decrease of $0.1 million or 15%. The decrease is attributed to a $0.1 million decrease in grants revenue. We believe such grant funded project revenues will be a smaller part of our revenues in the future as we focus more of our efforts on commercial customers. Cost of product and service revenues primarily consisted of the cost of charging station goods and related services costs. Cost of product and service revenue increased by $0.1 million or 468% primarily due to the sales of charging stations in the US. SG&A expenses were $4.5 million for the quarter as compared to $0.8 million for the first quarter last year, which is an increase of $3.7 million. The increase was primarily attributable to an increase in compensation expenses including deferred compensation and professional fees which were associated with the completion of the business combination. R&D expenses increased by $0.7 million from $0.5 million for the first quarter of 2021 -- 2020, to $1.3 million for the first quarter of the current year. The increase was primarily due to an increase in compensation expenses and subcontractor expenses used to advance our platform's functionality and integration with more vehicles. Net loss for the quarter was $5.4 million compared to $0.5 million for the first quarter last year. Now turning to our balance sheet, we had approximately $62 million in cash on our balance sheet as of March 31, 2021 and remain in a strong position with the funding from the transaction and our PIPE investment. We used $2.6 million in operating cash flows during the quarter. Inventory increased by $1.9 million from $1.1 million at the end of the fourth quarter 2020, to $2.9 million at the end of the first quarter of the current year. We increased our inventory position in anticipation of increased charging station installations in the future. Prepaid expenses increased by $1.5 million from $0.4 million at the end of the fourth quarter of 2020, to $1.9 million at the end of the first quarter of the current year. The increase in prepaid expenses was primarily associated with our D&O insurance program. Accounts payable and accrued expenses increased by $5.6 million from $3.5 million at the end of the fourth quarter of 2020, to $9.2 million at the end of the first quarter of the current year. The increase was driven by higher accrued expenses associated with the completion of our business combination, higher inventory levels and amounts due for our D&O insurance. Finally, at March 31, 2021, we had a stock liability of $2 million, which is associated with EDF renewables, exercising its option to sell $2 million worth of shares of Nuvve common stock back to the Company at a price per share of approximately $14.88. The price per share paid was based upon the average closing price over the five preceding days trading after EDF exercised the option. The share repurchase was completed on April 23, 2021. Before turning to our outlook, I'll briefly review the key terms of the announced agreement to form Levo, a joint venture with Stonepeak. As Gregory mentioned, upon closing Stonepeak will provide a commitment of up to $750 million to fund Levo's assets and infrastructure with an upsize option of another $250 million. Upon formation, Nuvve will own 51% of the common stock and Levo and Stonepeak will own 49%. Stonepeak will also own 100% of Levo's Class B preferred shares and receive a preferred distribution of 8% per year, as well as up to $6 million warrants. Vesting of certain of the warrants is conditioned upon Levo deploying varied aggregate amounts of capital over time as detailed in the 8-K filed today. Stonepeak also has the option to purchase up to 5 million shares of Nuvve's common stock at a strike price of $50 per share. Now turning to our outlook, as many of you are aware, we've provided revenue, cost of goods sold and operating profit and loss projections as part of our SPAC process. As we outlined today we have a lot of work underway in plans we're putting in place to grow our business and drive revenues, including our TaaS offering and joint venture with Stonepeak, to provide opportunity for us to achieve our topline targets. While many of these projects are still in the early phases, we are seeing strong interest from large customers, many of which we already have partnerships. And we believe we have multiple paths forward to drive significant revenue growth. With respect to gross margins, for the current customers we have under contract and the terms of customer contracts we are currently negotiating, our gross margins are ranging between 20% to 25% on average for the sale of charging stations. Regarding operating expenses, we expect SG&A and R&D expenses, which totaled $5.8 million in the first quarter, to increase as we bring on additional headcount to support our sales, technology and business development efforts. We currently expect quarterly expenses, excluding the cost of product and service revenues, to range between $6 million to $7 million per quarter for the next several quarters, depending on the timing of new headcount we are planning to onboard. The operating expense forecasts I just discussed do not include any one-time expenses nor ongoing costs associated with the completion and the rollout of our new joint venture, Levo, which will be a separate entity that will be consolidated by Nuvve in accordance with our 51% ownership of the common stock. We will discuss the accounting treatment for Levo in more detail upon completion of the transaction. In closing, we have a solid cash position with $62 million in cash on our balance sheet at the end of the quarter. Given our expected future operating expenses, and the significant progress we're making to grow our business and generate additional revenues, we believe we'll continue to have a long runway to pursue growth opportunities. And with that I'll turn the call back to Gregory.

[Gregory Poilasne:]

Thanks, David. In summary there are three major points about Nuvve's position and future growth prospects we want you to take away from today's call. First, we have a leading and differentiated technology that meets a pressuring need to lower the cost of EV ownership that is growing rapidly. Second, we already have customers in place and partner relationships that position Nuvve well to drive revenue. And third, our Stonepeak joint venture presents a compelling future opportunity to gain customers and achieve a new revenue stream. All of us at Nuvve are excited by what is ahead. And we appreciate you taking the time this morning to join us. With that, I will now turn it back to the operator to begin the question and answer session. Operator?

[Operator:]

. The first question comes from Eric Stine with Craig-Hallum. Please go ahead.

[Eric Stine:]

So, obviously, over the last 6 to 12 months, there's certainly been a pickup of vehicle-to-grid activity and companies talking about how they play in this space, but also it's certainly not all created equally. So, maybe just talk about your technology, how it differs from a lot of what is out there or what is talked about. And then maybe just broadly, if there's a way to talk about your level of involvement with a number of these projects out there relative to some of the other companies that are talking about it.

[Gregory Poilasne:]

This is a good question. I think the way I'd like to answer that is -- I'd decompose the V2G implementation in two aspects. One is the infrastructure and communication. So, that relates to having a bi-directional capability, right, where either the charging station or the onboard charger inside the vehicle has the ability not just to get energy from the grid but taking AC to DC. But then pushing back the DC that is inside the battery into AC back to the grid. And I don't want to get too technical, but that's one step. And then the other step is also all the information that you would like to know that is necessary in order to make the appropriate decisions. That is the infrastructure and communication piece. On top of that you also need to have a platform, a cloud platform that basically gets all this information and makes decisions in terms of how to dispatch certain needs that it gets from the grid onto the vehicle that are variable at that specific time. And really our IP that we have, and what's interesting about at the University of Delaware, covers those two aspects. And there is a lot of focus on the first part, the bi-directional piece and the communication are there. And very often when people are talking about V2G that's why they talk about is the bi-directional capability and the data. In terms of having a platform that has the ability to be considered as a virtual power plant across a variety of energy markets. I acknowledged today we are really the only one that is able to do that across multiple continents and across a variety of energy markets going from pre-consolidation to human response and time of use optimization charge management. People are sometimes doing one of those, but the ability to have a platform to do all these client services today -- to our knowledge we are the only one who can do that.

[Eric Stine:]

Got it, very helpful on that. And maybe your capabilities, I guess that speaks to why you signed or plan to form this joint venture with Stonepeak on that. I mean, any pipeline details you can share there? Or do you have specific opportunities that are targeted for that initial $750 million, which I know can be upsized? Or just any details there would be helpful.

[Gregory Poilasne:]

So, first of all, we are very, very excited to work with the Stonepeak team. Over the last few months we've been building a great relationship altogether and we see tremendous opportunity there. Obviously I know Stonepeak has done some very deep due diligence and we've been going through the process and validating -- have been validating all what we've shared so far. Now the opportunities are definitely arising. We're not in a position at this point to share a lot more detail about these opportunities. But in the very near future we'll be able to start sharing some of those. So I think -- and I think this will be very, very exciting.

[David Robson:]

I would just add to that, we only just announced this agreement today, but it's been part of our long-term objective long-term capital funding. There is a need for that in this space and we've talked about it. So, this is the first step announcing this joint venture with Stonepeak and providing the capital to put forth that strategy.

[Eric Stine:]

Yep, got it. And maybe last one from me, just kind of sticking with that topic. I mean, third-party financing options, you're starting to see it. Maybe just talk about what you're seeing outside of your plans. And then just how receptive school districts are to that. Because I would think there's some level of needing to educate school districts that that is a potential solution going forward.

[Gregory Poilasne:]

I think a couple points that I'd on there, right, and we kind of addressed that earlier. One is it's very important to be flexible because school districts work in many different ways. And so, it's very important to be able to adjust to that. And also, I need to emphasize a few things -- is that we have some partnerships that we are working on today, we have developers and other owner/operator. And as Nuvve, we remain very excited about all these opportunities. The of achieving 20% of the school bus to be electrified that the administration has set, to give you an idea, it takes about $1 billion to convert 1% of those buses. So, 20% is about $20 billion that will need to be used over the next four years in order to convert 20% of the school buses. So, there are many opportunities and we see that, as we said, as a complementary solution to some work that is already underway today. So, I think that's what I want to emphasize on addressing your point here.

[Operator:]

The next question comes from Craig Erwin with ROTH Capital Partners. Please go ahead.

[Craig Irwin:]

So, Gregory, I know the revenue progression is going to be lumpy, given the nature of your business and the size of the individual projects. But there's a little bit of controversy out there as far as the outlook for revenue this year. A lot of people have been asking what's realistic for an outlook. I understand the earn out in your filings is 4 million shares based on a $30 million revenue number in your 2021 10-K. Can you confirm that for us? And then what gives you confidence that that is a reasonable target, that that's something you can make? Is that something you can make, you think, for 2021?

[Gregory Poilasne:]

So, your analysis is definitely an important piece and we are working hard to make sure we'll be able to achieve it. We see multiple paths to get there. Now as you said, those paths tend to be very lumpy. And when you build a forecast we want to make sure we are accurate. The other thing -- and here I will let David give a little bit more light to it. But as we do the joint venture with Stonepeak and we'll be 51% owner of the common shares, that means we'll also be consolidating the revenue from Levo, which will bring some complexity in how we need to look at the future and we are very actively looking at that. We also, as we said earlier, bringing Tim Hennessey, our Chief Revenue Officer, to work with us on setting up that. And the way we want to communicate there is really a matrix that makes sense for us and that makes sense for you as well, in order for you to keep on tracking the progress of the Company. And I can tell you we are very actively working on how to set up these metrics. David, do you want to add anything?

[David Robson:]

Yes, I mean as Gregory said, and I mentioned in my remarks, we are seeing a very strong interest from large customers, many of which we already have partnerships with. So, we think there's multiple paths to drive revenue growth. And as Gregory mentioned, the TaaS offering in our joint venture with Stonepeak is another opportunity to hit our top-line targets. I would call out we are an early stage business. You mentioned this, revenues can be lumpy. And so, what we formally provided was an update on our partnerships that are going to drive the business forward. And then we gave some more specific guidance on SG&A expenses going forward.

[Craig Irwin:]

Understood, understood. If I could ask a question specifically about Levo and Stonepeak. So, if we look at the front-end revenue for Nuvve, and sort of use the breakdown versus the cost of the electric school buses and other pieces in the system. It looks like total investment of the $750 million in capacity you identify in your release, that that could translate into something in the range of $125 million of revenue if it was fully invested in school buses. Is that ballpark? And would you expect this first capacity here to be largely invested in school buses? Or will we potentially see the other services like taxis and commercial vehicles potentially in there as well?

[Gregory Poilasne:]

So, I think the calculation that you did here is a good . And so, that becomes a recurring revenue, right, over the life of the vehicle. In the case of a school bus, about 12 years is a good assumption. And the school bus is a great entry point in what we are doing. We see tons of opportunity in that space. But as you said, many other fleets also present a lot of interest to us. And we want to provide -- support the electrification of transportation across the . And so, those school buses, to your point, all the segments that Ted addressed during the call today, refuse trucks, shuttles, delivery vans, municipal vehicles as well, there are many pickup truck type of vehicles that municipalities are usually using that are going to be available over the next few months. And so, those are going to be very attractive vehicles to convert and to be part of the V2G assets that we are managing with our platform.

[Craig Irwin:]

Great. And then last question if I may. Seasonality it seems tends to be a very big factor for infrastructure in the school bus market. Do you expect similar seasonality to play for Nuvve where really July and August most of the deliveries and most of the installations are made, and then you see sort of incremental deliveries at points throughout the rest of the year? Or is it possible that we see large installations done outside of that typical window?

[Gregory Poilasne:]

I don't think we're going to change the seasonality associated with the acquisition of school buses. Now, the electric school bus might have a more flat distribution on the year, but on the overall I think that seasonality will remain. That is when you transition from another where there's more -- a larger window to do that. So, I think that seasonality in terms of new assets that we roll out will probably be there. Then in terms of our revenue, once the assets are deployed, seasonality is not going to show as much I think in the overall -- on the earnings.

[Craig Irwin:]

Thank you. Congratulations on a very successful coming public process.

[Gregory Poilasne:]

Thank you.

[Operator:]

This concludes our question-and-answer session. I would like to turn the conference back over to Gregory Poilasne for any closing remarks.

[Gregory Poilasne:]

Thank you very much. We appreciate you coming and listening to us. I think we are very excited about this opportunity with Stonepeak. This is probably, at this point, the largest commitment in terms of the size to support the electrification of fleets. And -- but also I need to emphasize, we see many opportunities and we want to engage with as many partners as possible in supporting the deployment of electric fleets and supporting and addressing the climate challenge. So, again, we want to thank you for listening to us this morning. We are very excited and we're looking forward for our next call in Q2. Thank you very much.

[Operator:]

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.