This Quarterly Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2, contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements contained in this document other than statements of historical fact, including, without limitation, statements regarding future financial performance, business strategies, market size and opportunity, expansion plans, future results of operations, factors affecting our performance, estimated revenues, losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “ability,” “build,” “develop,” “drive,” “goal,” “likely, “maintain,” “may,” “will,” “might,” “should,” “could,” “would,” “can,” “expect,” “elect,” “plan,” “objective,” “seek,” “grow,” “position,” “possible,” “potential,” “outlook,” “forecast,” “strategy,” “budget,” “target,” “if,” “predict,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on our current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the risk factors described in our filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this document may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Forward-looking statements in this Quarterly Report may include, without limitation, statements about:
| ● | changes adversely affecting our business; |
| ● | our dependence on the widespread adoption of EVs and growth of the EV and EV charging markets; |
| ● | our reliance on the DOE Loan and the Credit Agreement for the growth of our business, our ability to fully draw on the DOE Loan and the Credit Agreement, and our ability to comply with covenants and other terms of the DOE Loan and the Credit Agreement; |
| ● | competition from existing and new competitors; |
| ● | our ability to expand into new service markets, grow our customer base and manage our operations; |
| ● | the risks associated with cyclical demand for our services and vulnerability to industry downturns and regional or national downturns; |
| ● | fluctuations in our revenue and results of operations; |
| ● | unfavorable conditions or disruptions in the capital and credit markets and our ability to obtain additional financing on commercially reasonable terms; |
| ● | our ability to generate cash, service indebtedness, and incur additional indebtedness; |
| ● | evolving domestic and foreign government laws, regulations, rules and standards that impact our business, results of operations and financial condition, including regulations impacting the EV charging market and government programs designed to drive broader adoption of EVs and any reduction, modification or elimination of such programs, such as the enactment of the OBBBA, which addresses, among other things, the termination of the 30C income tax credit, other changes in policy under the current administration and 119th Congress and the potential changes in tariffs or sanctions and escalating trade wars; |
| ● | our ability to adapt our assets and infrastructure to changes in industry and regulatory standards and market demands related to EV charging; |
| ● | impediments to our expansion plans, including permitting and utility-related delays; |
| ● | our ability to integrate any businesses we acquire; |
| ● | our ability to recruit and retain experienced personnel; |
| ● | risks related to legal proceedings or claims, including liability claims; |
| ● | our dependence on third parties, including hardware and software vendors and service providers, utilities and permit-granting entities; |
| ● | supply chain disruptions, elevated rates of inflation and other increases in expenses, including as a result of the implementation of tariffs by the U.S. and other countries; |
| ● | safety and environmental requirements or regulations that may subject us to unanticipated liabilities or costs; |
| ● | our ability to enter into and maintain valuable partnerships with Site Hosts, OEMs, fleet operators and suppliers; |
| ● | our ability to meet charger and other infrastructure installation targets, including those required under partnership agreements; |
| ● | our ability to identify and complete suitable acquisitions or other strategic transactions to meet our goals and integrate key businesses we acquire; |
| ● | the impact of general economic or political conditions, including associated changes in monetary policy such as elevated interest rates, evolving tariff or other changes in trade policy, and geopolitical events such as the conflicts in Ukraine and the Middle East region, on us and our industry, including our ability to manage such matters and their effects on consumers and customers; and |
| ● | other factors detailed under the section entitled Part II, Item 1A, “Risk Factors” and in our other periodic filings with the SEC. |
Our SEC filings are available publicly on the SEC’s website at www.sec.gov. The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements in this Quarterly Report and in any document incorporated herein by reference should not be relied upon as representing our views as of any subsequent date and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
