Good afternoon and welcome to Nuvve Holding Corporation's Second Quarter 2023 Earnings Conference Call. As a reminder, this conference is being recorded. It is now my pleasure to introduce Eduardo Royes, Managing Director, ICR. Please go ahead.

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 second quarter 2020 results. Following prepared remarks, we will open the call up 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?

Thank you, Eduardo, and hello to all. We thank you for joining our second quarter 2023 results call. We are proud to have yet again achieved a record order quarter in Q2 2023, topping the record set in Q1 and delivering yet another quarter of strong year-over-year growth across key metrics, including revenue, megawatts under management and backlog. We came into 2023 discussing our optimism that we were finally hearing an overdue inflection point in both interest in and adoption of vehicle-to-grid technology and specifically our differentiated EV offering. Our results in the first half of the year evidenced this, and we are pleased to have increased visibility in our business. Our conviction and optimism, however, are based on much more than just the improvement in orders and activity in the first half of the year. Nuvve remains the only pure-play public company today with a proven track record in deploying commercially available and scalable V2G technology worldwide, and players across the EV charging and grid infrastructure landscape are taking notice. As we sit here today, the interest from companies looking to explore ways to partner with us or leverage our technology is noticeably higher than it was just 6 or 9 months ago. Industrial participants are increasingly recognizing, one, the value of our technology and IP across areas such as Power Flow Control and EV charging management, and the work we are doing with AI; and two, the importance of our experience and relationship networks in being able to provide a holistic fleet electrification solution. The same cannot be said, we believe, about all aspiring V2G providers. We look forward to building on this momentum as we go through the second half of 2023 and beyond. Now, to summarize our key accomplishments in the quarter and since the last call. As we did last time, we won't go into specifics on orders other than to point out that our DC fast charger orders in Q2 saw a more than 15% sequential improvement over the prior quarters than record and more than 75% increase over the second quarter of 2022. The big driver of this increase was the 25 unit order, our largest single order to date that we discussed on our May call. At the time, we noted that this was for a school district that was awarded funds via the EPA Clean Schools program, but was not one of the districts we supported in the grand procurement process. We have since disclosed that this order was for a member of the Beacon Mobility family of companies in Massachusetts. Beacon is a large fleet provider comprised of several independent companies to the U.S. and operates over 11,000 vehicles. We also received orders associated with rebates for the 2022 EPA awards across multiple school districts in line with our previously communicated expectations. While we have shipped some of the DC chargers associated with the EPA funding, a significant majority remain in the backlog and are likely to be shipped and recognized as revenue over the second half of the year. Looking ahead, we look forward to supporting additional school districts as part of the 2023 installment of this massive program, which has an application deadline that is less than 2 weeks away. Further, we continue to see an ever-expanding pipeline of potential orders beyond this. During the quarter and so far in Q3, we continue to make progress on our strategic initiatives as well. In Q2, we launched NUVK12, a new dedicated division to provide a full range of service in order to support fleet electrification for North America stipend transportation. And importantly, we announced the hiring of David Versik, an experienced student transportation and negative sales and marketing executive from Bluebird Corporation to build out the program. At Bluebird, we saw significant growth in the EV bus sales develop the supporting ecosystem and enhanced relationships with their network of dealers. As touched on during our May call and alluded to in my earlier remarks, EPA electrification is a process. It is not a simple yes or no decision. As future customers come up the learning curve, they may well decide that electrification is in their best interest, but it can take time for them to convince their stakeholders or they hesitate to commit without a better understanding or plan for how to optimize the transition to EV. People with relationships and an ability to work through the electrification process on a step-by-step basis are invaluable. And this is exactly what we have gained by bringing on David. As I just alluded to, orders can be lumpy, but the lumps appear to be getting bigger and more frequent. And so being well prepared will be critical to ensure we maximize our opportunities as school districts look to scale up the electrification journey. In the second quarter, we're also proud to advance commercialization of our AI capabilities. We have long held the view that leveraging and developing AI technology has the potential to be a tremendous differentiator and a sales enabler for us, which is why in early 2022, we entered into a joint venture called Astra to explore AI integration into a V2G platform. The fruit of this work is now paying off, and we have announced our strong capabilities in forecasting energy market values, EV schedules, and energy requirements. The forecasting power of AI is, in our view, indispensable and invaluable in terms of the service it provides to the end customers. The more we maximize forecasting capabilities, the better we are able to optimize our address challenges related to vehicle readiness, energy management, and battery health. With the combined power of AI and V2G, we can thus eliminate the various pain points of owning an electric vehicle and ultimately make V2G a strong selling point in the consumer market. Today, we are seeing our capability put into practice, starting with the enhanced frequency regulation capabilities. Our AI integration is enabling for us in the Nordics. With Australia, our platform is able to continuously forecast price and capacity from Nordic primary reserve to optimize energy market bids and therefore optimize revenue for us and our customers. This technology leverages Nuvve's 6-plus years of experience providing frequency regulation services in the energy market and is just one example of the benefits that AI integration can deliver to our customers. In July, we continued to evolve our AI capabilities by integrating Astra into our Newbie box charge management app. Our customers on the FleetBeat can now use the enhanced functionalities to better manage their battery setup, charging status, charging equipment, and reports. In other words, our customers can optimize all of these activities and therefore maximize revenue generation, thanks to the power of our SI technology. Lastly, on the strategic initiative front, as we have discussed on the last few calls, integrating Nuvve’s gift platform into established third-party hardware networks is a critical part of our strategy. Our partnership with Saco announced in the first quarter is a great example of how Nuvve is executing on its strategy. We continue to work closely with Siccar and integrating, and we are in the process of rolling out the technology across the different site selected. Our AI platform is also providing advanced services. Before turning the call to David, a quick update on the California Senate Bill or SB233, which I have discussed on the last few calls. SB233 intends to make bidirectional charging a requirement for consumer electric vehicles sold in California by 2030. We think this is a recognition of the societal benefits and energy cost equity that V2G can unlock as more and more vehicles electrify. At the end of May, we were pleased to see that the states had approved the bill with a vote of 29 to 9. It is expected that by the end of this month, the bill will go through appropriation in the state assembly and if successful, would go for the assembly vote thereafter. I continue to have good dialogue with the assets on this topic, and I'm optimistic on a favorable outcome for SB233. With that, over to David to discuss our financial results.

Thanks, Gregory. I will start with a recap of second quarter 2023 results. In the second quarter, we generated total revenues of $2.1 million compared to $1.3 million in the second quarter of 2022. Further, as Gregory alluded to, unit orders of our DC fast chargers remained at elevated levels in Q2 2023, growing over 15% from Q1 and over 75% higher than Q2 of 2022, supporting an increase in backlog in excess of $6 million, which in turn will support solid revenue generation in the back half of 2023. Margins on product and service revenues were 4.8% for the second quarter of 2023, which was lower than the first quarter of 2023 of 17.9% due to the impact of the timing of expenses associated with the customer sale through a long-term lease arrangement and installation costs for 2 other long-term projects. Under the lease accounting rules, the sale, hardware, and installation costs were recognized as an expense upfront, while a large portion of the associated revenues will be recognized over future periods. As a reminder, margins can be lumpy from quarter-to-quarter depending on the mix. DC charger gross margins at standard pricing generally range from 15% to 25%, while AC charger gross margins are approximately 50%, but in dollar terms are a smaller fraction of the revenue of a DC charger. Grid service revenue margins are generally 30%. Operating costs, excluding cost of sales, was $8.5 million for the second quarter of 2023 compared to $10.3 million in the second quarter of 2022. The decrease was primarily attributable to lower public company fees. Cash operating expenses, excluding cost of sales, stock compensation, and depreciation and amortization expense was $7.3 million in the second quarter of 2023, declining from $8.3 million in the second quarter of 2022 and relatively unchanged from $7.2 million in the first quarter of 2023. Our Q2 2023 results were in line with expectations set on our May earnings call for quarterly cash operating expenses to run at approximately $7 million. Other income was $0.3 million in the second quarter of 2023, down from $4.6 million in the year-ago quarter. The year-ago period benefited from a $4.6 million noncash gain from the change in the fair value of our awards. Net loss attributable to Nuvve common stockholders increased in the second quarter of 2023 to $8.2 million from a net loss of $5.5 million in Q2 of 2022. The increase was also primarily a result of the just mentioned noncash gain in the year-ago quarter. Now turning to our balance sheet. We had approximately $11.1 million in cash as of June 30, 2023, excluding $0.5 million in restricted cash. Included in our cash balance was approximately $3 million of EPA funds received. We expect to deliver these funds to customers during the third quarter of 2023. Total cash decreased by $0.8 million during the second quarter of 2023. The net cash used in operating activities was $3.2 million in the second quarter of 2023, improving from the first quarter of $5.8 million. Excluding the benefit of EPA funds, net cash used in operating activities was $6.1 million for the second quarter. During the second quarter, we raised a net $2.5 million in capital, including $1.8 million through registered direct offerings and approximately $0.7 million through our at-the-market facility. We remain focused on optimizing our ability to raise capital. As we've demonstrated over the past few quarters, our facility and the structured offerings have allowed us to raise incremental funds to support the business. Additionally, we are currently working to put in place a long-term asset-based lending facility, which can provide additional liquidity. The borrowing capacity of the facility is based upon our underlying inventories and accounts receivable. We believe this type of debt facility aligns well with our business model, given the ongoing inventory and accounts receivable amounts we carry on our balance sheet. Rounding out our conversation on cash usage, inventory decreased by $1.1 million during the quarter to $8.9 million compared to $10 million at the end of the first quarter of 2023. This is consistent with expectations in our prior commentary regarding anticipated declines in inventory as charger shipments pick up, a trend we expect to continue in the near term. Now turning to megawatts under management and estimated future grid service revenues. As a reminder, megawatts under management is a metric used to quantify the aggregate amount of electrical capacity from the deployment of our V1G and V2G chargers, which are primarily deployed in the electric school bus market in the U.S. and in light-duty fleet deployments in Europe in addition to stationary batteries. Currently, these chargers and batteries are located throughout the United States, Europe, and Japan. Megawatts under management in the second quarter increased 9% over the first quarter 2023 to 20 megawatts from 18.3%. In terms of its composition, 8.2 megawatts were from stationary batteries and 11.8 megawatts were from EV chargers. On a year-over-year basis, megawatts under management increased by 24%. We continue to expect an acceleration in our megawatts under management in the second half of 2023 as we deploy more charging stations in North America and as Circle K ramps up. Depending on the geographic regions of our deployments, our grid service revenue opportunities will vary. We are currently seeing grid service revenue opportunities for vehicles for grid services ranging between $85 per kilowatt year to $300 per kilowatt year in certain key markets we are focusing on. And with our planned expansion of V1G charging management services in Europe, we are seeing further grid service revenue opportunities. 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 up to periods as long as 10 to 12 years. Now, turning to our backlog. On June 30, our hardware and services backlog was $6.1 million, up 47% from $4.2 million on March 31, reflecting an acceleration of EV adoption. Before turning the call back to Gregory, I would like to note that in the first half of 2023, we have delivered on the optimism we came into the year with regarding an improvement across operating metrics. For example, through the first 6 months of the year, we recorded 2.5 times more DC fast charger unit orders compared to the first 6 months of 2022, and we realized a 2.4 times year-over-year increase in grid service revenues while managing costs to maximize our liquidity. Additionally, our elevated backlog has set us up for strong performance in the back half of 2023. When looking at the underlying customer delivery date within our existing backlog, we anticipate approximately 50% of this backlog, or $3 million, will be recognized as revenue in the back half of 2023, while the remaining balance of the backlog is expected to be recognized in future periods after 2023. Taking into account the future revenue generation from our existing backlog, in addition to potential future revenues from our existing proposal pipeline, we believe we are in a very good position for solid expansion in megawatts under management and revenues during the balance of 2023. Of course, as we have said on previous earnings calls, revenues can be lumpy and customers may request at any time to push out their delivery dates, which could negatively impact this revenue forecast. We have not previously provided any sort of visibility into revenue expectations, but we are optimistic that as our backlog builds, more EV programs come online, and the supply chain issues that have plagued much of the early days of the energy transition, our revenues will become more predictable such that we can regularly provide more clarity on our outlook for revenues. And with that, Gregory, back to you to conclude on our prepared remarks.

Thanks, David. To conclude, myself and the team are pleased with the progress we have seen in our business so far in 2023. The EPA Clean KOBAS program has underpinned strong growth. And in Q2, we continue to enhance our offering with the formation of UV1 and further evolving Astra, while progressing on getting our Circle Care program up and running. Interest in V2G and Nuvve and its technology specifically continues to increase as the role V2G will play in the energy transition becomes increasingly apparent. Thank you for joining us today, and we look forward to updating you on our November call. With that said, I would like to now turn the call back to the operator to begin our Q&A.

Our first question is from Eric Stine with Craig-Hallum.

Maybe just starting out, I know that your primary focus or a big part of the focus is on the school bus industry, but a lot of OEMs making more and more noise about bidirectional charging, bidirectional capabilities. So just curious, how do you view those offerings? I mean, potentially, I would love to hear if there's any interest coming out of the auto OEM world in partnering with Nuvve? Just any thoughts along those lines would be helpful.

I think we are definitely perceived as the leader in the subject, not just in the U.S. but also in Europe and in Japan. I would say there is always interest. I think the big question for the OEMs in general is always, do I do it myself or do I do it with a partner? And the other piece, the next question are really what are the features and functionalities that my customers are going to care about. You see that forward with the F-150 and powering basically vehicle-to-home. That's what they are pushing. Now the truth is, once you have that functionality in place, and it's a cost-effective way of doing it, then you can really think about what are the full features that I can promote to my customers. And what we call the charge management piece is really how do we make the life easier for someone who is choosing to get on a car. And that's definitely an area where we spend a lot of time today. We see that not just applicable to fleet but also applicable to consumers.

Is this something as this gets out into the market and people realize the potential of that and how it could be expanded? Is this an area where we would expect Nuvve to play at some point?

Yes. We are very focused on fleet today because this is where we see the volume today. The school bus is the killer app for us. But we are involved in different areas. One example is Circle Care, which is really addressing the consumers and how do we extract more value with infrastructure that is being rolled out to support the consumers, but then in tandem with the platform we now provide certain grid services.

Got it. And then I guess, sticking with Circle K, I think your plan was that you would start generating grid service revenue in the second half. I might have missed it earlier in the call, but curious if you've kind of started that rollout? And is it still the plan that you would expect revenues here in the second half?

We have a few sites connected to our platform now, and we definitely expect revenue to happen in the second half of the year.

Got it. Well, maybe last one for me. Just on megawatts under management, I know you've got the 2 buckets stationary and EV. I mean, is it fair to say that the EV side is going to be the majority? Or is stationary an area where there actually is an opportunity beyond what you've got in Japan? And maybe I'm just curious, could you remind me how the economics might differ between both of those applications?

Yes. What we see in general is that on a site, you might have some stationary storage deployed at the same time as the EV. We want to be able to provide unidirectional, bidirectional, EVs, and the storage. So we definitely want to be extracting value from all those resources. What we see very often is that the storage very rapidly is dwarfed compared to the size of the capacity of the EV deployments, and it's really hard to provide more resiliency. Now ideally, what we have done, like in Japan, where we have some quite a bit of storage, we also like to look at multipurpose storage, right? Not just one thing you can do at storage, but how do you provide multiple services, which is what we are doing with EVs. The primary purpose of EVs is to drive around, but then we are doing a variety of grid services when the vehicle is connected.

Got it. But you would say that, I mean, not surprisingly, EVs, that's the real growth driver that will be the vast majority of the megawatts under management as we look out a couple of years.

The next question is from Brian Dobson with Chardan.

So looking at your order momentum in 2Q, those are impressive stats. I guess how do you expect that to continue through the back half of the year? And with the EPA rebate deadline later this month, would you expect that to also potentially spur demand in the back half?

I think I can start, and then David, I'll let you follow up. But I think this mix order is lumpy, right? We saw that last year. So on the one hand, it's great; we have this backlog that we are delivering on. This new round of EPA is really building next year deployments, and we are very excited about it. It's a different rule; it's a different way of deploying—it's more larger projects, but we are very excited about the opportunities associated with those.

Yes. And I'd add to that, Brian, to reiterate what Greg said, our backlog is up about 50% because we're seeing some strong order activity, which really helps us think about our revenue generation for the balance of the year once you get the contract locked in, it's just a matter of timing. As we said in the prepared remarks, roughly $3 million of that is likely to flow through the back half of the year based on the customer date we've been given. So we feel pretty good about our revenue going into the back half of the year. And of course, we're going to have incremental organic growth because we can see that in our proposal pipeline. What you're starting to see is people are starting to get their hands on a lot more vehicles, which really helps us get our pipeline higher and close on the order activity.

Yes, very good. I guess just turning to your AI initiatives. Why did you choose to roll those out in the Nordic countries? And should we expect to see that technology further integrated into the United States in the near future?

For sure, to question two, for sure, it is going to be rolled out everywhere. The reason why we started in the Nordics is because it's the combination of two things: one is the fact that we are bidding in markets there. So forecasting the market is something that is important in area demonstration of the platform, combined with the forecasting of the vehicles. If we are capable of forecasting when the vehicles are going to be there, when they're going to be leaving, and the amount of energy they're going to need to recharge, we feel able to forecast energy crises. We are able to basically procure energy very early for our customers. I mean, 72 hours in advance potentially, to avoid being exposed to potential volatility on the energy costs.

And finally for me, regarding the California school bus market, it's very likely that California leads the way in electrification for school buses. I know that you have some good relationships with school districts in that region. Do you think you could quantify the potential size of that market for us?

Yes. We look at it in different ways. But if you look at it, first of all, as you might know, there are 480,000 school buses on the roads in the U.S. They usually have a life of 12 years, a replacement rate of about 40,000 per year. Those are averages because there is volatility, so it's a very large number. 24 million kids are transported by school bus every year. Now there is a variety of how those buses are being run. You have three large fleet owners, the first being the largest and owning about 50,000 buses. But you got a bench of medium operators that are running fleets of 10 to a few hundred school buses. The bulk of the market, in terms of who owns the buses or the school, is the smaller school districts that are very distributed; it’s 274,000 school buses that are owned by smaller school districts. It's a very varied market, and how you're addressing it is important. At the end of the day, it's really about how do you make the transition from internal combustion engine to electric as easy as possible for those either fleet operators or school districts. That's why we are in the process of releasing our platform that is really integrating a lot of what we call charge management, helping the districts understand where the buses are going to be ready, and if there is a problem, how do they deal with it? The priority for co-districts is, number one, making sure the bus is ready for the driver so that the driver can go on time. Number two, if there is a problem, it needs to be fixed as soon as possible so that they can go back on schedule.

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

Thank you everybody for listening to us today, and we are looking forward to our next call. Thank you.

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