Nuvve - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 revenue was $0.33M, down 58.5% year over year and down 64.4% sequentially; products/services margin improved to 60.6% on mix shift to engineering services, but operating loss widened to $14.80M and net loss to $13.57M due to noncash warrant expense and a bad-debt reserve tied to the Fresno project.
• Management framed Q2 as a “transition quarter,” integrating the Fermata acquisition, shifting to a drop-ship hardware model, and repositioning Nuvve at the intersection of energy, AI, and crypto; they expect hardware deliveries to normalize in Q3.
• Balance sheet liquidity improved: cash was $1.77M at June 30 vs. $0.37M at year-end, aided by $6.9M raised in Q2 and an additional $5.5M in July; an S-3 shelf filing for up to $300M provides capital flexibility.
• Megawatts under management fell to 25.6 MW (−19.5% q/q) after decommissioning stationary batteries in CA and Japan; backlog slipped to $19.1M (from $19.7M) as deployments progressed and certain contract values were reduced.
• Street consensus (S&P Global) for EPS and revenue was not available for Q2; estimate comparisons are therefore unavailable. Values retrieved from S&P Global.*

What Went Well and What Went Wrong

What Went Well

• Mix-driven margin improvement: products/services margin rose to 60.6% vs. 10.1% a year ago, benefiting from lower hardware and higher engineering services mix.
• Strategic repositioning and M&A execution: “Nuvve is now strategically positioned at the intersection between Energy, Artificial Intelligence and Crypto... we successfully integrated our recent acquisition of Fermata into the Nuvve organization” — CEO Gregory Poilasne.
• Liquidity actions and capital access: $6.9M raised during Q2 and $5.5M in July; filed an S-3 shelf for up to $300M to support initiatives including digital assets strategy.

What Went Wrong

• Top-line contraction: revenue fell to $0.33M (−58.5% YoY) on lower hardware orders/shipments, timing of EPA funding awards, and transition to new charger models; services and grants also declined.
• Operating expense spike and one-time charges: SG&A rose to $13.9M (+210% YoY) driven by $8.19M noncash warrants expense for crypto strategy consulting and ~$1.2M bad-debt expense related to Fresno; net loss widened to $13.57M.
• KPI and pipeline softness: megawatts under management declined to 25.6 MW (−19.5% q/q) due to decommissioning; backlog slipped to $19.1M from $19.7M at Q1 end.

Transcript

Speaker 1

Hello and welcome to the Nuvve Holding Corp.'s second quarter 2025 earnings conference call. Please note this event is being recorded. 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 Q2 2025. Following prepared remarks, we will open up the call for questions. If you wish to ask a question, you will need to press the star key followed by the number one on your telephone keypad. 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. Please go ahead.

Speaker 0

Thank you. Good afternoon to everyone here today. Welcome to our Q2 2025 results call. In line with Q1, this quarter has allowed us to finalize the structural changes we had decided to implement late last year. These structural changes are now allowing us to position Nuvve at a very strategic intersection between energy, artificial intelligence, and crypto. Here are a few reasons. Energy powers AI and crypto. Energy is foundational to both AI and cryptocurrency, as both require massive computing infrastructure. AI optimizes energy and crypto operations. In energy, AI is used to predict demand, optimize grid efficiency, and integrate renewables. In crypto, AI can optimize mining efficiency, detect fraud, and enhance trading strategies. AI models can manage when to run mining rigs or data centers based on real-time energy pricing or availability, reducing costs and emissions. Crypto enables energy markets innovation.

Blockchain can tokenize energy assets, e.g., solar panels, carbon credits, enabling peer-to-peer energy trading, and smart contracts on blockchain can automate energy transactions. Decentralized AI and energy incentives. Crypto tokens can incentivize data sharing or AI model training, and crypto-powered grids can reward users for sharing excess renewable energy, while AI can ensure secure and efficient distribution of such decentralized networks. In summary, energy powered AI and crypto, AI enhances energy crypto, and crypto transforms the energy market. This describes perfectly our roadmap, where this triangular relationship is enabling a future of decentralized, intelligent, and sustainable digital infrastructure. Let's look closer to our implementation, starting with our energy business. As shared earlier, we have established multiple subsidiaries, including Nuvve Japan, Nuvve Europe, and our charge point operator business in the U.S., supporting our EV driver clients around the country. This unit is called Nuvve CPO.

Both Nuvve Japan and Nuvve Europe are in the process of raising private capital in order to support their development in their respective geographies, with a strong focus on stationary storage deployment. We are targeting to share about 20% of equity from each company in order to bring enough capital to drive these entities to profitability and share the reward with our co-investors. I'm happy to report that Nuvve Japan has received its first private investment, and I hope to report soon great progress in our platform rollout for battery management in Japan. In Q1, I had shared with you that we had been awarded a very critical contract with the state of New Mexico. This framework agreement allows us to provide proposals to any governmental EV deployment, either with school districts, municipalities, or state organizations, without going through an RFP process.

These infrastructure deployments, including charging stations, solar, storage, and microgrid implementation, will be financed for the state of New Mexico by our partner, Jefferies. As a reminder, this project represents a potential opportunity of greater than $400 million of CAPEX deployment over the next four years. In order to successfully support this opportunity, we have established a special company in the state of New Mexico named Nuvve New Mexico, led by Ted Smith, our former COO and now CEO of Nuvve New Mexico. We have also decided to open the capital of Nuvve New Mexico LLC for up to 20% of its equity to local investors. I'm happy to report that Nuvve New Mexico has also received several private investments. Please stay tuned as we will be able to share more soon about first major projects in New Mexico.

During Q2, we have also opportunistically acquired the assets of Fermata Energy LLC, a V2X focused company. We have made that decision in order to integrate both the Nuvve platform, named GIVe, with the Fermata platform, as they were very complementary. The integration is well underway, and we expect to see efficiencies and more advanced services by the end of the year. The capital need to bring the Fermata 2.0 LLC to profitability will also be carried through a fundraising at the private company level. The cost of the acquisition of Fermata Energy assets was financed through a private raise through convertible notes.

In summary, the structuring of our energy business is now established in a way where capital needed for its growth will most likely come from private raise at the subsidiary level rather than fundraising at the public company level, giving us access to a lower cost of capital, especially when raising money in Japan and Europe. In late April, Nuvve also announced the creation of a new subsidiary in order to address digital asset management business, Nuvve Digital Assets. In order to lead our digital asset strategy, we have brought on board James Altersher, a cryptocurrency specialist. James is also part of our Board of Directors. We have recently announced our initial purchase of Hyb Token, which is still underway, though we are reviewing our energy strategy in real time in order to support the vision described earlier.

Looking closer into the quarter, the hardware revenue was extremely low as we transitioned our main 60 kilowatt product from an unmanned inventory to drop ship from our new vendor, which requires about 20 weeks between order and delivery. We expect Q3 to be back on track. The initial rollout shows some very strong improvements in terms of commissioning efficiency and overall product reliability. From a number perspective, at the end of May, we had received the same amount of orders that we had received all last year, which was about $2.2 million. These orders will be delivered in the remaining of the year and in early 2026. In Japan, we decommissioned 4.4 megawatts of stationary batteries. We elected to not continue the management of stationary batteries connected to our platform in partnership with our local partner, Toyota Tsusho.

We had managed these batteries for several years, but given the expected future revenue generation was limited under our existing agreement, we decided instead to focus our efforts in driving new business development efforts in Japan, with a focus on battery aggregation services for commercial and governmental customers throughout the country. Earlier this week, we announced one of the first of several projects we are working on with Matsuda Town in Kanagawa Prefecture, where we will use our proprietary platform to provide battery aggregation services to enhance the region's disaster preparedness and resilience. We're extremely excited about the battery business in Japan, which is also going to open its doors in 2026 to battery aggregation, Nuvve's core skill set. Financially, we raised $6.9 million in gross proceeds through debt and equity to support our growth initiatives and operations.

In July 2025, we raised an additional $5.5 million in gross proceeds through a registered private offering. We have also filed a $300 million share registration to support our digital asset strategy, mostly as we issued 11 million warrants of Nuvve's common stock and recorded an associated $8.2 million non-cash stock compensation expense to support the growth of our digital asset subsidiary, Nuvve Digital Assets. These warrants have an average exercise price of approximately $1.25. I will let David take you through the detail of our financials. David?

Speaker 2

Thanks, Gregory. I will start with a recap of second quarter 2025 results. In the second quarter, we generated total revenues of $0.3 million compared to $0.8 million in the second quarter of 2024. The decrease in revenues was a result of lower charger hardware sales this quarter versus the same period last year. Hardware sales were impacted by the timing of EPA funding awards and our migration to new charging station models. Total revenues year-to-date through June 30, 2025, were $1.2 million compared to $1.6 million for the same period last year. Margins on products, services, and grant revenues were 16.6% for the second quarter of 2025 compared to 24.9% for the year-ago period. Year-to-date margins through June 30, 2025, were 44.4% compared with 29.7% for the year-ago period. The increase in margins was primarily due to a higher mix of service revenues compared with last year.

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 small fraction of the revenue of the DC charger. Grid service revenue margins are generally 30%, while software and engineering service margins are as high as 100%. Operating costs, excluding cost of sales, was $15 million for the second quarter of 2025 compared to $6 million for the first quarter of 2025 and $6 million for the second quarter of 2024, excluding a one-time non-cash expense of $8.2 million associated with the issuance of warrants related to our new cryptocurrency strategy and a non-cash write-off of bad debt expense related to the Fresno infrastructure project of $0.9 million.

The current period expenses were $5.9 million, a decline of $0.1 million over the same period last year. We reserved for the entire outstanding receivable balance on the Fresno EV infrastructure project as the customer is still working to secure lender financing for the project, so the timing of the payment is uncertain. Cash operating expenses, excluding cost of sale, stock compensation, depreciation, and amortization expense, and one-time expenses mentioned previously, were $5.7 million in the second quarter of 2025 versus $5.3 million in the first quarter of 2025 versus $5.4 million in the second quarter of 2024. The increase of $0.4 million in expense over the same period last year primarily relates to incremental operating expenses associated with Fermata business, which we acquired in April. Other income was $1.2 million in the second quarter of 2025 compared to $1.8 million in the second quarter of 2024.

Both periods benefited from non-cash gains from the change in the fair value of warrants or debt, offset by a higher interest expense of $0.7 million in the current period. Net loss attributable to Nuvve common stockholders increased in the second quarter of 2025 to $13.4 million from a net loss of $4.2 million in Q2 of 2024. The increase was primarily a result of the previously mentioned one-time expenses. Now, turning to our balance sheet, we had approximately $1.8 million in cash as of June 30, 2025, excluding $0.3 million in restricted cash, which represents an increase of $0.6 million from March 31, 2024.

The increase was a result of capital raised through the issuance of common stock and the exercise of warrants of $1.2 million and an increase in borrowings of $5 million, offset by $5.4 million used in operating activities and $0.4 million used in investing activities to acquire Fermata. During the quarter, inventories increased by $0.1 million to $4.3 million at June 30, 2025, compared to the first quarter of 2025. The increase in inventory relates to inventory acquired with the Fermata acquisition this past April. During the quarter, accounts receivables declined by $1.1 million to $0.3 million at June 30, 2025, due to collections of customer balances and the write-off of accounts receivable related to the ongoing project with Fresno. Accounts payable at the end of the second quarter of 2025 were $1.4 million, a decrease of $0.8 million compared to the first quarter of 2025 of $2.2 million.

The grid expenses at the end of the second quarter of 2025 were $5.3 million, an increase of $0.5 million compared to the first quarter of 2025 of $4.8 million. Now, turning to our megawatts under management and estimated future grid service revenues. As a reminder, megawatts under management is a metric we use to quantify the aggregated amount of electrical capacity from the deployment of our V1G and V2G chargers, which are primarily deployed in the electrical 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 decreased 19.5% over the first quarter of 2025 to 25.6 megawatts from 31.8 megawatts and a 5.5% decrease compared to the second quarter of 2024.

In terms of its composition, 0.2 megawatts were from stationary batteries and 25.4 megawatts were from EV chargers. The decline this quarter relates to the decommissioning of 2.5 megawatts of stationary batteries in California and 4.4 megawatts of stationary batteries in Japan. The stationary batteries we managed in California were decommissioned as they reached the end of their useful life. Our customer intends to replace these batteries in the future, and we are working closely with this customer to provide our battery aggregation services once their new batteries are installed. In Japan, we elected to not continue the management of two stationary batteries connected to our platform in partnership with Toyota Tsusho that we had managed for several years, given the expected future revenue generation was limited under our existing agreement.

Instead, we have focused our efforts on driving new business development efforts in Japan with a focus on battery aggregation services for commercial and governmental customers throughout the country. Earlier this week, we announced one of the first of several projects we are working on with Matsuda Town in Kanagawa Prefecture, where we will use our proprietary platform to provide battery aggregation services to enhance the region's disaster preparedness and resilience. Megawatts under management from EV chargers increased to 25.4 megawatts in the second quarter of 2024, an increase of 0.7 megawatts over the first quarter of 2025. We continue to expect further growth in our megawatts under management in 2025 as we continue to commission our backlog from customer orders we have earned in addition to new business we anticipate winning, which we have visibility to in our pipeline for both EV chargers and stationary batteries.

Now, turning to backlog on June 30, our hardware and service backlog decreased to $19.1 million, a decrease of $0.6 million from $19.7 million reported at March 31, 2025. The decrease relates to the deployment of existing backlog this quarter, in addition to the reduction in value during the quarter of certain existing contracts with customers that we expect to install later this year. As we look out to the next several quarters, we expect to share more developments on our New Mexico contract and battery aggregation projects we are currently negotiating in Japan that will benefit future backlog and our revenue pipeline. From an operating expense perspective, we expect cash operating expenses, excluding cost of sales, for the next several quarters to be similar to what we experienced in Q2 of 2025. That concludes my portion of prepared remarks. Gregory, back to you to conclude.

Speaker 0

Thank you, David. In summary, we feel that Nuvve is now strategically positioned at the intersection between energy, artificial intelligence, and crypto. While revenues were soft, we successfully finished the restructuring of our energy business and integrated our recent acquisition of Fermata into the Nuvve organization. We also continued our focus on our digital asset strategy. We believe we are in a strong position to lead in the energy management transition occurring worldwide, and we are ready to capitalize on opportunities across the cryptocurrency and blockchain economy, all supported by our AI efforts started a few years ago. Thank you.

Speaker 1

Thank you. There are no questions at this time. I'll now hand the conference back to Gregory for any closing remarks.

Speaker 0

Thank you for listening in today, and we are looking forward to sharing more with our progress, especially in New Mexico and in Japan, over the next few weeks. Thank you.

Speaker 1

That does conclude our conference for today. Thank you for participating. You may now disconnect.