Greetings. Welcome to Nuvve Holdings Corp. Fourth Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note, this conference is being recorded.

I will now turn the conference over to Eduardo Royes, Investor Relations. Thank you. You may begin..

Thank you. On today's call are Gregory Poilasne, Chief Executive Officer and David Robson, Chief Financial Officer of Nuvve. Earlier today Nuvve issued a press release announcing its fourth quarter and full year 2021 results. Following prepared remarks, we will open up the call for questions.

Before we begin, I would like to remind you that this call may contain forward-looking statements. While these forward-looking statements reflect Nuvve's best current judgment, they are subject to risks and uncertainties that could cause actual results to differ materially from those implied by these forward-looking projections.

These risk factors are discussed in Nuvve’s filings with the SEC. And in the earnings release issued today, which are available on our website. Nuvve undertakes no obligation to revise or update any forward-looking statements to reflect future events or circumstances.

With that, I would like to turn the call over to Gregory Poilasne, Chief Executive Officer of Nuvve.

Gregory?.

the introduction last mile of our V2G Hub model, which enables us to combine energy from multiple EV battery to form vetro power plant and generate energy that we sold back to the grid.

We took a big towards putting this into practice in November when we announced our partnership with Bluebird to install hub infrastructure for up to 400 buses are the company's primary delivery facility in Georgia. We'll give you an update in the near future about this project.

Last May, we have also announced our Levo Mobility joint venture with Stonepeak and Evolve and disclosed that transaction in the third quarter. Levo allows us to deliver a turnkey fleet as a service solution for fit of all types of vehicles.

And as discussed in our last earning call, we had several notable commercial wins in the fourth quarter, including one, our partnership with Volvo on the Iberia Peninsula, which give us the entryway into the consumer/residential vehicle-to-home market. Two, a collaboration agreement with BYD and Levo.

And three, the V2G Hub announcement with Bluebird that I just reference to, all of which we discussed in more detail in our last call. Each of these developments are critical to building out our pipeline of projects and expanding our megawatts under management, which I will touch in a few minutes.

Since the last earnings call, the momentum has continued to build. In February, we have announced a joint venture with 2021.AI to collaborate exclusively on the integration of their artificial intelligence platform with Nuvve V2G platform.

2021.AI platform handles the full life cycle of artificial intelligence development and operation and we believe this is -- this will bolster the predictive analytics capabilities of our products and services.

As we continuously look to enhance our platform, we will always consider whether to build, buy or partner and this is one area where we believe partnering with those who are already experts in the field is most logical.

A few weeks ago, we have announced a partnership with Swell Energy to offer combined solar storage battery and intelligent EV charging for residential and commercial markets.

Our Vehicle-to-Grid services combined with Swell distributed energy resource management system expands opportunity for residential customers to establish a comprehensive home energy system. We believe this will open the door for us to engage with other solar and storage providers and continue to enhance Nuvve’s overall value proposition.

Turning now to our Levo Mobility JV for a few brief updates. Earlier this month, Levo announced a 10-year contract with a Troy school district in Troy, Illinois.

The contract initially calls for the deployment of 76 chargers under a transportation as-a-service agreement and provides Levo with the right of first refusal to convert the school district split of 64 school buses to zero emission vehicles in avail of five years.

We are incredibly proud of this deal as it marked the largest and first 100% plan zero emission school buses conversion in the Midwest. We expect to kick-off with an initial deployment of chargers installation infrastructure upgrades at this summer before rolling out additional charters with fleet conversion planned in 2023.

Meanwhile, the leadership bench at Levo keeps getting deeper. Earlier this quarter, we announced the hiring of Levo's Chief Commercial Officer and Chief Operating Officer. And we recently hired a Chief Procurement Officer.

Levo now has an established core leadership where we capitalized on increasing appetite from our turnkey fleet as-a-service offer entering. Lastly, and more broadly than Nuvve, we continue to be excited about the $5 billion that will be made available to build out a national electric vehicle charging network and new infrastructure loan.

We have made a tremendous amount of progress across our business and achieved many important myocytes stones over the last -- the past 12 months. These operational accomplishments have driven growth in our megawatts under management and significant increase in orders for our chargers and momentum in our pipeline.

I'd like to briefly speak to each of these. First, Megawatts under management, which we introduced on last quarter's call and is a predict metric that we track because we believe it is a good indicator of the potential revenue growth embedded by commercial wins.

Megawatts under management, quantifies the aggregated amount of electrical capacity from deployments of Nuvve, B2G chargers, V1G chargers and stationary batteries that we control and can supply under ideal conditions. We ended 2021 with 14.7 megawatts under management.

This reflects a nearly 20% increase versus the third quarter of 2021 and nearly tripling of megawatts under management from year-end 2021 levels. We also experienced a significant increase in order for our chargers in the fourth quarter, including a step change in orders from DC chargers.

In fact, we saw more DC charges in the fourth quarter than during the previous nine months combined. Importantly, we believe we are just getting going, and this is reflected in our backlog as well as our pipeline.

Over the course of the year, we have increased our dedicated sales team, which is approaching 10 people compared to only one at the start of 2021.

Through the sales team and business development efforts that are the focus of our senior management team, we have created a process to connect with potential customers that we spend in size from one to charge -- one to five charging stations to larger partners involving thousands of more charging stations.

At year-end, we have a hardware and service order backlog of approximately $6.2 million. And through our sales efforts, our pipeline continues to grow at an even faster rate. We consider our qualified pipeline to be those potential customers where we have a memorandum of understanding in place or where we are working towards a definitive agreement.

Our qualified pipeline is currently approximately $225 million. Formalized agreement can take time to execute and announce given that in most cases, these are the first conversation that customers are having about exploring the benefits of B2G. This is a new concept to many prospective customers and stockholders, and there is much to understand.

We do not expect to cover 100% of our pipeline, and it's, of course, also important to keep in mind that ultimately, products and services maybe either sold outright to our customers all through a multiyear agreement, which would affect timing on revenue recognition.

That said, we believe this information is helpful in providing insight into the effort of our teams and the future potential we see with the growing market of EVs and increasing adoption for V2G.

And based on active discussion and framework agreements we have in place, all in net stage negotiations, we expect to have several exciting developments to announce as we go through 2022 that will support backlog growth and ultimately revenue growth. School buses have been the focused use case for our technology.

School buses are of course, part of the majority of the time, making usually just two trips per day, and sitting as of for many, many months out of the year in the aggregate, all of which make them an excellent use case for V2G. However, the school bus segment is hardly the only opportunity set.

To expand a bit on this, fleet management companies or FMCs, they are rapidly exploring vehicle electrification opportunities. I sectioned earlier, their fleet customers are hyper focused on vehicle economics and lowering their total cost of ownership.

And so as EV go mainstream we see opportunities to partner with FMC to set our hubs in various US locations and sell our products and services through their sales channel through multi-year agreements. Government vehicle fleets are also going electric.

This is especially true in isolate or remote location, where there is, of course, a building out renewable infrastructure and where today's energy supply has proven to be costly and reliable. And we are keeping the lights on at the reasonable cost is likely to be increasingly challenged by the effect of climate change.

Nuvve's V2G offering not only helps reduce the total cost of vehicle ownership as governments replace their ICE vehicles with still more expensive EVs, but it improves the grid resilience and therefore, ultimately, quality of life.

Mobile search system are another exciting deployments in the battle against grid infrastructure challenges that are also in dynamic in nature. We are excited to explore opportunities to integrate our vehicle-to-grid technology with mobile, stationary storage opportunities that can trickle grid challenges not only when needed, but also where needed.

And finally, we see initial hub agreement and other contracts win we have announced reflecting only the beginning when it comes to our potential commercial opportunities with these particular customers.

We are always in discussion with our existing partners about how we can scale up our offering and even further, whether it be by expanding the number of vehicles served or enhancing our offering as we enter into new partnerships such as a collaboration with Swell to integrate solar for storage.

The same goes for Levo, win in Troy is getting the Levo name out there, and we think it will help drive additional important commercial wins over the balance of the year. The future of Nuvve truly does feel bright.

With that said, let me now turn the call over to David to discuss our financials, before I conclude with some prepared remarks and open to some questions..

Thanks, Gregory. I'll start with a recap of the fourth quarter 2021 results. In the fourth quarter, we generated total revenues of $1.2 million compared to $1.5 million in the fourth quarter of 2020. This reflects a year-over-year decrease of 15%, primarily due to the completion of grant projects, which are no longer a core focus for Nuvve.

In the fourth quarter, product and service revenues increased 11% compared with the fourth quarter of last year, while grant revenues declined by 79% over the same period. Product and service revenues in the fourth quarter of 2021 represented 93% of total revenues compared with 71% for the fourth quarter of 2020.

We expect product and service revenues will continue to become a larger mix of our business, and grant revenues will be a smaller mix. Margins on product and service revenues was 2.8% for the fourth quarter 2021 compared to 56.3% for the fourth quarter last year.

DC charger gross margins generally range from 20% to 25%, AC charger gross margins are approximately 50%, and engineering service gross margins are 100%.

The decline on a year-over-year basis not only reflects a mix shift, but also our decision to engage in the sale of DC chargers at a discount in return for the contractual rights for a larger share of future grid service revenues with a particular customer.

Total operating expenses, excluding cost of sales, was $8.5 million for the fourth quarter of 2021 compared to $3.3 million in the fourth quarter of 2020.

The increase was primarily attributable to increased cost of sales associated with being a public company, an increase in payroll costs from increased staffing and the costs associated with Levo, which we established this year.

Total operating expenses, excluding cost of sales were relatively flat compared with the third quarter of 2021, increasing $0.3 million to $8.5 million from $8.2 million. Cash expenses or total expense, excluding stock compensation, depreciation and amortization was $7 million in the fourth quarter of 2021.

Levo incurred $0.3 million in operating expenses during the fourth quarter. Other income decreased to approximately $275,000 in expense for the three months ended December 31, 2021, relative to $241,000 in expense in the year ago quarter.

Net loss attributable to newly common stockholders for the fourth quarter 2021 was $8.8 million compared to $2.6 million for the fourth quarter of 2020. Turning to full year results. For the full year 2021, we generated total revenues of $4.2 million, in line with the full year 2020.

Full year product and service revenues increased to $2.9 million from $1.9 million in the prior year, while grant revenues declined to $1.3 million from $2.3 million. This reflects a full year 70-30 revenue split between product and service and grant revenues.

Margins on product and service revenues was 31.4% for the full year compared to 73.2% for the prior year. Again, product and service margins declined year-over-year due to a larger mix of DC charger sales in 2021 compared with the prior year.

Total SG&A expenses were $22.9 million for the full year of 2021 compared to $5.5 million in the full year of 2020.

The increase was primarily attributable to increases in compensation expense of $12.3 million, including share-based compensation, non-recurring severance costs as well as professional fees and governance costs associated with the completion of our business combination. Total R&D expenses increased to $6.5 million from $2.9 million.

Levo incurred $0.8 million in operating expenses during the full year. Other income increased to approximately $70,000 in income for the full year 2021 from a $200,000 expense in the prior year. Net loss attributable to Nuvve common stockholders for the full year 2021 was $27.3 million compared to $4.9 million for the full year 2020.

Now, turning to our balance sheet. We had approximately $32.4 million in cash as of December 31, 2021 and remain in a good position with the funding from the transaction and our pipe investment.

We used $8.4 million in cash during the fourth quarter, $6.8 million in net cash losses, $1.8 million in higher working capital and $0.3 million in fixed asset purchases associated with our new corporate office space, offset by $0.6 million in proceeds from stock option exercises.

Inventory increased to $11.1 million at the end of the fourth quarter from $6.2 million at the end of the third quarter. We increased our inventory on hand for chargers to ensure we have adequate product to support future sales growth, given the longer lead times we are experiencing for product due to supply chain constraints.

During the quarter, deferred financing costs associated with the $750 million capital commitment available to Levo, decreased by $3 million. We reduced deferred financing costs to additional paid in capital when we issued preferred equity associated with Levo on a First In, First Out basis of accounting.

Now turning to megawatts under management and estimated future grid service revenues. As Gregory noted, megawatts under management is a metric we use to quantify the aggregated amount of electrical capacity for the deployment of our V2G chargers, V1G chargers and stationary batteries that Nuvve manages and can supply under ideal conditions.

Currently, our megawatts under management include chargers and batteries located throughout the United States, Europe and Japan. During the fourth quarter, we added 2.3 megawatts under management, increasing our total megawatts under management to 14.7 from 12.4 megawatts at the end of the third quarter.

The 14.7 megawatts under management was comprised of 3.4 megawatts from DC chargers, 4.3 megawatts from AC chargers and 7.1 megawatts from stationary batteries. As of the end of the fourth quarter, 7.5 of the 14.7 megawatts under management included customer agreements allowing for Nuvve to earn future grid service revenues.

When we create future V2G hubs, we will also further expand our megawatts under management. This brings me to the estimated future grid service revenues associated with our megawatts under management and megawatts to be deployed, which is based upon a combination of contracted grid service revenues and merchant exposed revenues.

Contracted grid service revenues results from negotiated revenues per kilowatt year to be paid by the utilities.

Merchant exposed grid service revenues is projected based on a number of factors and inputs, including the types of vehicles connected to our network, the expected use patterns for those vehicles, the length of term of the customer agreements and the geographies of the deployments.

Depending upon the geographic regions of our deployments, the grid service revenue opportunities will vary. Currently, in the markets where we are focused, we are seeing grid service revenues ranging between $85 per kilowatt year, up to $300 per kilowatt year. These revenues include a combination of contracted services and merchant exposed services.

Given the long-term nature of our customer deployments, these revenues are generally recurring for a period of 10 to 12 years and in some cases, even longer. Earlier, Gregory spoke to our backlog and qualified pipeline.

At year-end, our hardware and services backlog was $6.2 million, which we estimate will add another 1.7 megawatts under management once deployed. And currently, our qualified pipeline is approximately $225 million.

Although, all of our qualified pipeline will not convert into backlog, the size of our qualified pipeline demonstrates the potential for Nuvve to significantly grow megawatts under management, which is building at a faster pace in 2022 than we experienced in 2021.

And with more megawatts under management, we are able to offer more services, which can generate larger amounts of grid service revenues. And with that, let me turn it back to Gregory for some closing thoughts before we go to Q&A..

Thanks, David. 2021 was a transformational year for Nuvve, in which we helped lay the foundation for us to continue to evolve and scale up our V2G technology as awareness of and receptivity to our value proposition increases.

The creation of our Levo JV, our V2G hub models and some key commercial wins to go with the supported and near tripling of our megawatts under management. 2022 is off to a strong start, as we continue to find new ways to strengthen and broaden our offering and has already included a key commercial win with Levo.

We see opportunities to continue to expand our offering with existing customers and the school bus market, while also expanding beyond given an ample variety of use cases that we believe makes sense for our V2G application.

We expect to have some exciting news on these fronts in the coming months and look forward to speaking with you again in May in our -- during our first quarter 2020 earnings call. I would like to now turn the call over to the operator to begin the Q&A session.

Operator?.

Thank you. [Operator Instructions] Our first question is from Eric Stine with Craig Hallum Capital Group. Please proceed..

Hi, Gregory. Hi, David..

Hi, Eric..

Hey, so maybe just starting with the pipeline, just to confirm. I mean, is it fair to say that, that $225 million that, that is hardware only. And then, secondly, I know that you're not expecting to have a 100% hit rate there.

And just, maybe some thoughts on how you think the timing might be of the progress you make within that pipeline?.

Hey, Eric, this is David. It is a combination of hardware and service revenues that we can -- believe we can contract. But it's hard to predict on the timing. These are ones that we've been working on for the better part of six months on some of them, some shorter. They're large agreements, many of them.

So the timing of when they're closed, when they're going to close is hard to forecast at this point..

Yes. And the revenue recognition associated with it is also going to be complex, right? Some of it might be purchased by the customer. Some of it might be including, for example, depot financing, which going to change their revenue recognition associated with those..

Got it. Okay.

Maybe just ask this another way and kind of tie it into what you're seeing on the funding side in terms of the infrastructure funding, just maybe your most recent thoughts on timing the form that may take here going forward over the next couple of months and quarters? And then just curious, I mean, are these -- some of the large projects you're talking about within the back -- within the pipeline, is the vast majority of that tied to incentive availability and that being released, or how should we think about that?.

No, it's not. I mean, some of it is, but most of it is actually independent and some of it is actually outside the US as well. So, I mean, you remember, we have a footprint in Europe, in the US, and Japan, and so we still see traction across all those decline in revenue..

Yes. And to add to that, we're certainly seeing the funding helpful and we provide those services for our customers to help them get funding. But as Gregory said, with respect to this qualified pipeline, it's a small portion of the total..

Got it. Okay. Well, maybe -- I guess last one for me, just tied to livo, I mean, where do you feel like you're at in terms of educating school districts that there are solutions out there that enable this transition to electric school buses.

I mean is this a foreign concept to most school districts and you need to really work with them in detail, or is this something that's fairly well understood and this is just a case of sometimes school districts can be slow moving as they roll out a new technology across their fleets?.

I think this is a great question. I think it depends geographically where this is happening. But we actually see quite a few dealers that are coming to us and say, hey, we're ready to buy V2G -- those buses and so clearly, we've we said here, the indication around V2G and how this is a critical step integrating the vehicle.

It's also an important step in helping reducing the core cost of ownership of those vehicles. And so we really see the traction as training all across the chain. Now, as I said, it depends on which geographies I mean California, based on the -- a lot of push on that.

The Northeast integrator [ph] but all the way, I would say on the East Coast, and this is viewed [ph] by the dealers that receiving that from the school district or the dealers that understand how this is important for them to differentiate their products in the marketplace as well..

Got it. Thanks a lot..

Our next question is from Brian Dobson with Chardan Capital Markets. Please proceed..

Hi, good evening. So, just a follow-up question on your backlog and your pipeline.

I guess, first, could you remind us where those numbers stood at the end of the last quarter? And second, did you see similar trends progress through the first quarter in terms of activity in your backlog and your pipeline?.

Hey Brian, this is David. The backlog was relatively the same at the end of last quarter as it was this quarter, but one thing I would tell is there was a pretty sizable mix--..

Brian, do you have any further questions?.

I'm sorry. I think I lost you there for a second.

So you were saying that the backlog was pretty flat from the last quarter? Hello? Hello?.

Okay. Maybe one moment. The line was showing connected. Let me just see what is wrong. Hold on one moment..

Brain, can you hear me all right?.

Okay, you're back in the conference..

Brain? Brian, can you hear us all right?.

Brian, can you hear us?.

Yes, I can.

Can you hear me?.

Yes. Sorry about that technical difficulty. With the second question, you're right. The backlog was relatively unchanged from Q3 to Q4. But what I would point out is we had a lot of grant projects within our backlog that we've rolled off, because we're no longer focused on that.

There's a pretty significant mix shift between hardware and charger sales that are comprised in our backlog as opposed to grant revenues in the past..

Oh, excellent. And I guess the same question for you….

So Brian, could you repeat that question one more time?.

Sure.

So where did your pipeline stand at the end of the last quarter? And have you seen similar activity in your pipeline and your backlog, call it, through the first quarter of the year as well?.

Yes. We've seen an acceleration in our qualified pipeline in 2022 as opposed to 2021.

And what we're also seeing is the size of the pipeline for the customer size is larger than it had been in the past, which is why we wanted to come out this time to start to talk about qualified pipeline to give everyone a view of the size and scope of what we're seeing, which was the $225 million number that we put out..

And one thing I want to add is fact is when we go into the backlog, that means we have vehicles that are being deployed, where there is a contract for those vehicles, but also where we have somewhat of a contract to a local utility, right? It's something that just has an end customer contract, but yes, material contract or the utility might not yet qualify for the backlog and -- but that would then go into the qualified pipeline, which is not just the whole pipeline that we have, which is, again, those contracts that are partly in place, either through an MOU or that we're negotiating a final agreement or that maybe we have one side of the agreement, but we don't have the other side of the agreement..

Great. And then just finally for me, you saw a pretty substantial lift in megawatts under management during the fourth quarter.

Did you see similar trends progressing through the first quarter of the year as well?.

I mean, what I can say is that those tend to be very step functions, right? I mean if you look at our historic calls, you can see that they are step then it goes to a store pace of potentially and then you have bigger steps. It really depends on the size of the implementation.

The megawatts under management, those are really charging stations that have been commissioned and that mean now are operational. And sometimes, again, these are coming through step process. And so they tend to go at different space at speed when you look at it from a quarter-by-quarter basis.

I think what's very important to note here is the fact that we tripled our capacity in 2021, and we think these are good metrics there..

Brian, one thing we did point out, which was with respect to more backlog that we have that hasn't been deployed, there's another step-up that you can see that we disclosed in the script of around 2.3 megawatts, when we deploy that backlog that we have today..

Wonderful. Thank you very much..

This concludes our question-and-answer session. I would like to turn the conference back over to management for closing comments..

Thank you. Thank you for listening to us today. We're, again, very, very excited about the opportunity that we are facing, and we are looking forward to sharing more with you, as we get ready for our next earning call in about month and a half in May. So thank you very much..

Thank you. This does conclude today's conference. You may disconnect your lines at this time and thank you for your participation..