What changed in this filing

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Item 1. Financial Statements

2022-08-10 compared with 2022-05-13 · 332 added, 174 removed, 452 unchanged (53% of the section changed)

4 unchanged sentences

Current assets

Cash and restricted cash

Accounts receivable, net

Cash, restricted cash and cash equivalents

Short-term investments

Total cash, restricted cash, cash equivalents and short-term investments

Accounts receivable, net of allowance of $ 858,870 and $ 718,396 as of June 30, 2022 and December 31, 2021, respectively

Accounts receivable, capital build

4 unchanged sentences

Property, equipment and software, net

Right-of-use assets, net

Operating lease right-of-use assets

Restricted cash

Long-term investments

Intangible assets, net

4 unchanged sentences

Accrued liabilities

Lease liabilities, current

Operating lease liabilities, current

Deferred revenue, current

2 unchanged sentences

Total current liabilities

Lease liabilities, noncurrent

Operating lease liabilities, noncurrent

Earnout liability, at fair value

5 unchanged sentences

Total liabilities

Commitments and contingencies (Note 9)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of March 31, 2022 and December 31, 2021;

10,000,000 shares authorized as of June 30, 2022 and December 31, 2021;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

1,200,000,000 shares authorized as of March 31, 2022 and December 31, 2021;

68,269,448 and 68,020,630 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of March 31, 2022 and December 31, 2021, respectively

1,200,000,000 shares authorized as of June 30, 2022 and December 31, 2021;

68,578,324 and 68,020,630 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of June 30, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.0001 par value;

400,000,000 shares authorized as of March 31, 2022 and December 31, 2021;

195,800,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021

400,000,000 shares authorized as of June 30, 2022 and December 31, 2021;

195,800,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021

Additional paid-in capital

Accumulated deficit

( 1,358,358 )

Accumulated other comprehensive loss

Total stockholders' deficit

( 1,358,331 )

Total liabilities, redeemable noncontrolling interest and stockholders’ deficit

1 unchanged sentence

and Subsidiaries

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended

Six Months Ended

(in thousands, except per share data)

8 unchanged sentences

Operating loss

Interest expense

Interest expense, related party

3 unchanged sentences

Change in fair value of warrant liability

Total other expense, net

Loss before income tax expense

Total other income (expense), net

Income (loss) before income tax expense

Income tax expense

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

Net loss per share to Class A common stockholders, basic and diluted

Weighted-average basic and diluted shares used in computation of earnings per share

Net income (loss)

net income (loss) attributable to redeemable noncontrolling interest

Net income (loss) attributable to Class A common stockholders

Net income (loss) per share to Class A common stockholders, basic

Net income (loss) per share to Class A common stockholders, diluted

Net income (loss)

Other comprehensive loss, net of tax:

Net unrealized loss on available-for-sale securities

Comprehensive income (loss)

comprehensive income (loss) attributable to redeemable noncontrolling interest

Comprehensive income (loss) attributable to Class A common stockholders

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Stockholders’ and Member’s Equity (Deficit)

For the Three Months Ended March 31, 2022

For the Six Months Ended June 30, 2022

Class A Common Stock

Class B Common Stock

Comprehensive

Stockholders’

4 unchanged sentences

Share-based compensation

Warrants exercised

Release of warrant liability

Warrants exercised and release of warrant liability

Issuance of stock under share-based compensation plans, including income tax effect

Non-controlling interest adjustment to fair value

Redeemable noncontrolling interest adjustment to fair value

Balance, March 31, 2022

1 unchanged sentence

( 1,981,825 )

Share-based compensation

Warrants exercised and release of warrant liability

Issuance of stock under share-based compensation plans, including income tax effect

Net unrealized loss on available-for-sale securities

Redeemable noncontrolling interest adjustment to fair value

Balance, June 30, 2022

1 Excludes $ 40.9 million of net loss attributable to redeemable noncontrolling interest.

For the Three Months Ended March 31, 2021

2 Excludes $ 12.5 million of net income attributable to redeemable noncontrolling interest.

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ and Member’s Equity (Deficit) (continued)

For the Six Months Ended June 30, 2021

LLC Interests

5 unchanged sentences

Balance, March 31, 2021

Share-based compensation

Balance, June 30, 2021

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended

(in thousands)

Cash flows from operating activities

Adjustments to reconcile net loss to net cash (used in) provided by operating activities

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation, amortization and accretion

15 unchanged sentences

Other current and noncurrent liabilities

Net cash (used in) provided by operating activities

Net cash used in operating activities

Cash flows from investing activities

1 unchanged sentence

Proceeds from insurance for property losses

Purchases of investments

Net cash used in investing activities

1 unchanged sentence

Proceeds from note payable, related party

Payments on note payable, related party

Proceeds from exercise of warrants

2 unchanged sentences

Net cash provided by financing activities

Net (decrease) increase in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

Net decrease in cash, restricted cash and cash equivalents

Cash, restricted cash and cash equivalents, beginning of period

Cash, restricted cash and cash equivalents, end of period

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (continued)

Six Months Ended

(in thousands)

Supplemental disclosure of noncash investing and financing activities

Accrued transaction costs for CRIS Business Combination

Accrued transaction costs

Asset retirement obligations incurred

8 unchanged sentences

EVgo was founded in October 2010 as NRG EV Services, LLC, a Delaware corporation and wholly owned subsidiary of NRG Energy, Inc., an integrated power company based in Houston, Texas.

EVgo’s network of charging stations provides electric vehicle (“EV”) charging infrastructure to consumers and businesses.

EVgo’s network of charging stations provides EV charging infrastructure to consumers and businesses.

Its network is capable of natively charging (i.e., charging without an adaptor) all EV models and charging standards currently available in the U.S.

EVgo partners with national and regional chains of grocery stores, automotive original equipment manufacturers (“OEMs”), hotels, shopping centers, gas stations, parking lot operators, local governments and independent property owners in order to locate and deploy its EV charging infrastructure.

EVgo partners with national and regional chains of grocery stores, automotive OEMs, hotels, shopping centers, gas stations, parking lot operators, local governments and independent property owners in order to locate and deploy its EV charging infrastructure.

COVID-19 Outbreak

13 unchanged sentences

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’ and member’s equity and condensed consolidated statements of cash flows for the periods presented.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period.

These unaudited condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of stockholders’ and member’s equity (deficit) and condensed consolidated statements of cash flows for the periods presented.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”).

14 unchanged sentences

Cost of Sales

For the three months ended March 31, 2022

For the three months ended June 30, 2022

Computed under previous method

Change in presentation

For the three months ended March 31, 2021

For the three months ended June 30, 2021

As previously reported

Change in presentation

The Company has also made certain reclassifications to prior period amounts to conform to current period presentation.

For the six months ended June 30, 2022

Computed under previous method

Change in presentation

For the six months ended June 30, 2021

As previously reported

Change in presentation

The Company has also made certain other reclassifications to prior period amounts to conform to the current period presentation.

Use of Estimates

7 unchanged sentences

At various times throughout the period, the Company had uninsured balances.

The Company has not experienced any losses on such accounts and believes it is not

exposed to any significant credit risk on cash.

The Company has not experienced any losses on such accounts and believes it is not exposed to any significant credit risk on cash.

The Company mitigates its risk with respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions.

The Company had three customers that comprised 46.6 % of the Company’s total accounts receivable as of March 31, 2022.

The Company had three customers that comprised 44.4 % of the Company’s total accounts receivable as of June 30, 2022.

The Company had two customers that comprised 32.4 % of the Company’s total accounts receivable as of December 31, 2021.

For the three months ended March 31, 2022 and 2021, two customers represented 28.6 % and two customers represented 34.5 % of total revenue, respectively.

For the three months ended March 31, 2022, EVgo had four vendors that provided 84.3 % of total charging equipment and services to the Company.

For the three months ended March 31, 2021, EVgo had three vendors that provided 62.3 % of total charging equipment and services to the Company.

Cash and Restricted Cash

Cash and restricted cash include cash held in cash depository accounts in major banks in the U.S.

For the six months ended June 30, 2022 and 2021, two customers represented 31.9 % and one customer represented 15.0 % of total revenue, respectively.

For the six months ended June 30, 2022 EVgo had four vendors that provided 84.8 % of total charging equipment and services to the Company.

For the six months ended June 30, 2021, EVgo had three vendors that provided 71.8 % of total charging equipment and services to the Company.

Cash, Restricted Cash and Cash Equivalents

Cash, restricted cash and cash equivalents include cash held in cash depository accounts in major banks in the U.S.

and are stated at cost.

The Company does not hold any highly liquid assets that can be considered as cash equivalents.

EVgo considers all highly liquid instruments with original maturities of three months or less at the time of purchase to be cash equivalents.

The Company holds $ 4.4 million of investments that are considered cash equivalents as of June 30, 2022.

Cash that is held by a major bank and has restrictions on its availability to the Company is classified as restricted cash.

The Company had unused letters of credit of $ 0.7 million, as of March 31, 2022 and December 31, 2021, associated with the construction of its charging stations and in connection with one of its operating leases.

The Company had unused letters of credit of $ 0.7 million, as of June 30, 2022 and December 31, 2021, associated with the construction of its charging stations and in connection with one of its operating leases.

Cash balances collateralizing these letters of credit are considered restricted cash.

5 unchanged sentences

After all attempts to collect an account receivable have failed, the account receivable is written off against the allowance for doubtful accounts.

The allowance for doubtful accounts was $ 0.8 million and $ 0.7 million as of March 31, 2022 and December 31, 2021, respectively.

Available-for-sale Debt Securities

The Company’s short-term and long-term investments consist primarily of investment-grade debt securities, all of which are classified as available-for-sale.

Available-for-sale debt securities are recorded at fair value, and unrealized gains and losses that are considered to be temporary are recorded, net of tax, as a component of accumulated other comprehensive income.

EVgo considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents.

In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments.

All other investments are classified as long-term.

The Company evaluates the available-for-sale securities for other-than-temporary impairment on a quarterly basis.

Unrealized losses are charged against net earnings when a decline in fair value is determined to be other than temporary.

The Company reviews several factors to determine whether a loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the issuer and whether the Company has the intent to sell or will more likely than not be required to sell the securities before the securities' anticipated recovery, which may be at maturity.

Realized gains and losses are accounted for using the specific identification method.

Purchases and sales of securities are recorded on a trade-date basis.

EVgo’s investment portfolio primarily includes corporate debt securities, asset backed securities, U.S.

government treasury securities, certificates of deposit and commercial paper.

Newly Adopted Accounting Standards

10 unchanged sentences

There was no impact to opening retained earnings as a result of the Company’s adoption of the guidance.

The adoption of this standard for both lessee and lessor accounting did not materially impact the Company’s condensed consolidated statements of cash flows or operating loss in the Company’s condensed consolidated statements of operations.

Refer to Note 5 for additional information.

On May 3, 2021, the FASB issued ASU 2021-04, Earnings Per Shar e (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of

Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange.

19 unchanged sentences

The Company does not expect this accounting guidance to materially impact its consolidated results of operations or financial position.

Note 3 – Business Combination

Note 3 – Acquisition

PlugShare LLC

2 unchanged sentences

Effective as of March 16, 2022, EVgo Recargo, LLC changed its name to PlugShare LLC.

PlugShare operates as a cloud-based data solutions provider in the electric vehicle sector and generates revenue through a variety of services that leverage its user base and its generated data.

The Company believes that the acquisition of PlugShare will allow it to expand its revenue base and will result in certain synergies within its operations.

PlugShare operates as a cloud-based data solutions provider in the EV sector and generates revenue through a variety of services that leverage its user base and its generated data.

The Company believes that the acquisition of PlugShare has allowed it to expand its revenue base and has resulted in certain synergies within its operations.

The Company accounted for the acquisition of PlugShare as a business combination under ASC 805, Business Combinations (“ASC 805”).

Pursuant to ASC 805, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.

Any excess of the amount paid over the

estimated fair values of the identifiable net assets acquired is allocated to goodwill.

The total purchase price was $ 25.0 million, per the terms of the PlugShare Agreement, none of which were contingent upon future financial results.

The following unaudited pro forma financial information presents consolidated revenue and net loss for the period indicated as if the PlugShare acquisition had occurred on January 1, 2021:

Pursuant to ASC 805, the purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.

Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired was allocated to goodwill.

The total purchase price was $ 25.0 million per the terms of the PlugShare Agreement, none of which was contingent upon future financial results.

The following unaudited pro forma financial information presents consolidated revenue and net loss for the periods indicated as if the PlugShare acquisition had occurred on January 1, 2021:

Three Months Ended

Six Months Ended

(in thousands)

June 30, 2021

Pro forma revenue

7 unchanged sentences

Disaggregation of Revenue

Three Months Ended

Six Months Ended

(in thousands)

11 unchanged sentences

The following table provides the activity for contract liabilities during the period presented:

Three Months Ended

Six Months Ended

(in thousands)

2 unchanged sentences

Marketing activities

Balance as of March 31, 2022

It is anticipated that deferred revenue as of March 31, 2022 will be recognized for the years ending December 31, as follows:

Balance as of June 30, 2022

It is anticipated that deferred revenue, excluding variable consideration allocated entirely to wholly unsatisfied performance obligations, as of June 30, 2022 will be recognized for the years ending December 31, as follows:

(in thousands)

ASC 606 does not require disclosure of the transaction price to remaining performance obligations if the contract contains variable consideration allocated entirely to a wholly unsatisfied performance obligation.

ASC 606 does not require disclosure of, and the table above does not include, the transaction price allocated to remaining performance obligations if the contract contains variable consideration allocated entirely to a wholly unsatisfied performance obligation.

Under many customer contracts, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and disclosure of the transaction price allocated to wholly unsatisfied performance obligations is not required.

Under these contracts, variability arises as both volume and pricing are not known until the product is delivered.

As of March 31, 2022 and December 31, 2021, there was $ 22.9 million in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

As of June 30, 2022 and December 31, 2021, there was $ 23.3 million and $ 22.9 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

Note 5 – Lease Accounting

As disclosed in Note 2, the Company adopted ASC 842, which governs the accounting for the Company’s leases, effective January 1, 2022.

As disclosed in Note 2, the Company adopted ASC 842 as of January 1, 2022.

As a lessee, the Company enters into agreements with various Site Hosts, which allow the Company to lease space to operate the charging stations on their property, and with various parties to lease its office and laboratory space.

4 unchanged sentences

The Company’s lease agreements primarily require lease payments based on a minimum annual rental amount, a percentage of annual sales volume, periodic adjustments related to inflation or a combination of such lease payments.

In addition to minimum lease payments, the Company’s lease agreements may contain variable lease payments based on revenue sharing or inflation adjustments.

The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes.

Lease liabilities are recognized at the present value of the fixed lease payments using an implicit rate and, if not available, an incremental borrowing rate based on estimated collateralized borrowings available to the Company.

The Company incurs initial direct costs and landlord incentives that increase or decrease the calculated right-of-use asset, respectively.

The Company incurs initial direct costs and receives landlord incentives that increase or decrease the calculated right-of-use asset, respectively.

The Company recognizes lease expense for operating leases on a straight-line basis over the lease term.

The Company considers variable lease payments generally as revenue sharing and expenses them as incurred.

The Company expenses variable lease payments as incurred.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company has not entered into any finance leases.

As a lessor, the Company has entered into agreements to lease charging equipment, charging stations and other technical installations or sublease properties leased from Site Hosts to third parties.

The Company, at the inception of a lease contract, determines if it is an operating, sales-type or direct financing lease.

The leases provide for fixed monthly payments and sometimes include provisions for contingent variable rent based on number of charging sessions and minutes used, which are recognized when earned.

Fixed payments received under lease agreements for operating leases are recognized on a straight-line basis over the lease term and are reported in revenue in the condensed consolidated statements of operations.

The leases provide for fixed monthly payments and sometimes include provisions for contingent variable rent based on the number of charging sessions and minutes used, which are recognized when earned.

Lessee Accounting

2 unchanged sentences

The agreements with the Site Hosts and landlords are deemed to be operating leases and contain terms ranging from one to 11 years .

Certain leases contain renewal options that can extend the term from one to seven years .

Certain leases contain renewal options that can extend the term for an additional one to 10 years .

The Company has not entered into any finance leases.

As of March 31, 2022, the components of the Company’s leases are as follows:

(in thousands)

Right-of-use assets, net

Lease liabilities, current

Lease liabilities, noncurrent

Total lease liabilities

In addition to the amounts disclosed above, the Company has estimated additional operating lease commitments of $ 34.7 million for leases where the Company has not yet taken possession of the underlying asset as of March 31, 2022.

As such, the related operating lease right-of-use assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of March 31, 2022.

For the three months ended March 31, 2022, the Company’s lease costs consisted of the following:

The Company has estimated operating lease commitments of $ 56.5 million for leases where the Company has not yet taken possession of the underlying asset as of June 30, 2022.

As such, the related operating lease right-of-use assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of June 30, 2022.

For the three and six months ended June 30, 2022, the Company’s lease costs consisted of the following:

(in thousands)

6 unchanged sentences

Short-term lease costs

1 Rental expense for all property and equipment operating leases was $ 0.5 million for the three months ended March 31, 2021.

As of March 31, 2022, the maturities of operating lease liabilities for the years ending December 31, are as follows:

1 Rental expense for operating leases was $ 0.6 million and $ 1.1 million for the three and six months ended June 30, 2021, respectively.

As of June 30, 2022, the maturities of operating lease liabilities for the years ending December 31, are as follows:

(in thousands)

2 unchanged sentences

Total discounted operating lease liabilities

The following table shows future minimum payments under noncancellable operating leases with initial terms of greater than one year, based on the expected due dates of the various installments as of December 31, 2021, as previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, prior to the adoption of ASC 842:

(in thousands)

Other supplemental information, as of March 31, 2022, consisted of the following:

(dollars in thousands)

Other supplemental information, as of June 30, 2022, consisted of the following:

Weighted-average remaining lease term

Weighted-average discount rate

Other supplemental cash flow information, for the three months ended March 31, 2022, consisted of the following:

Other supplemental cash flow information, for the six months ended June 30, 2022, consisted of the following:

(in thousands)

3 unchanged sentences

The Company leases charging equipment, charging stations and other technical installations and subleases properties leased from Site Hosts to third parties under operating leases where EVgo is the lessor.

Initial lease terms are generally one to three years with renewal options.

Initial lease terms are generally five to 10 years with renewal options.

Since the leasing arrangements the Company enters into with lessees are operating leases, the underlying asset is carried at its carrying value as owned and operated systems within property, equipment and software, net, on the condensed consolidated balance sheets and is depreciated to estimated residual value over its expected useful life.

For the three months ended March 31, 2022, the Company’s lease income consisted of the following components:

For the three and six months ended June 30, 2022, the Company’s lease income consisted of the following components:

(in thousands)

3 unchanged sentences

Total lease income 1

1 Lease income was $ 0.4 million for the three months ended March 31, 2021.

As of March 31, 2022, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the fiscal years ending December 31, are as follows:

1 Lease income was $ 0.1 million and $ 0.5 million for the three and six months ended June 30, 2021, respectively.

As of June 30, 2022, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the fiscal years ending December 31, are as follows:

(in thousands)

10 unchanged sentences

Charging station installation costs

Office equipment and vehicles

Office equipment, vehicles and other

Less accumulated depreciation and amortization

2 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

7 unchanged sentences

Intangible assets, net, consisted of the following as of:

March 31, 2022

June 30, 2022

(in thousands)

Host relationships

Site Host relationships

Customer relationships

Developed technology

Amortization of intangible assets was $ 2.9 million and $ 2.1 million for the three months ended March 31, 2022 and 2021, respectively.

Amortization of intangible assets for the three and six months ended June 30, 2022 and 2021 was as follows:

Three Months Ended

Six Months Ended

(in thousands)

Amortization of intangible assets

Note 8 – Asset Retirement Obligations

1 unchanged sentence

The Company reviews estimates of removal costs on an ongoing basis.

Accretion expense was $ 0.5 million and $ 0.3 million for the three months ended March 31, 2022 and 2021, respectively.

Asset retirement obligation activity for the three months ended March 31, 2022 was as follows:

Accretion expense for the three and six months ended June 30, 2022 and 2021 was as follows:

Three Months Ended

Six Months Ended

(in thousands)

Accretion expense

Asset retirement obligation activity for the six months ended June 30, 2022 was as follows:

Six Months Ended

(in thousands)

June 30, 2022

Beginning balance

1 unchanged sentence

Accretion expense

Change in estimate

Liabilities settled

1 unchanged sentence

Note 9 – Commitments and Contingencies

Pilot Infrastructure Agreement

On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement) and an operations and maintenance agreement (the “Pilot O&M”) with Pilot Travel Centers LLC (“Pilot Company”) and General

Motors LLC (“GM”) to build, operate, and maintain up to 2,000 stalls served by DC chargers that Pilot Company will own.

The stalls will be located at approximately 500 Pilot Company sites across more than 40 states.

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned, and Pilot Company is required to make certain payments each month based on completion of pre-engineering and development work, the progress of construction at each site and for each charger procured by EVgo.

Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site.

The Pilot Infrastructure Agreement contains various provisions that may permit or cause early termination, including Pilot’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law.

If Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, Pilot Company must pay EVgo a termination fee per stall for those not built;

such fee varies based on the number of stalls already built.

If EVgo is wholly or partially unable to perform its obligations under the Pilot Infrastructure Agreement due to certain circumstances outside its control, including delays by permitting authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infrastructure Agreement.

Under the Pilot O&M, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by Pilot to EVgo.

EVgo is subject to certain performance criteria under the Pilot O&M.

Delta Charger Supply Agreement and Purchase Order

On July 12, 2022, EVgo entered into a General Terms and Conditions for Sale of EV Charger Products (the “Delta Charger Supply Agreement”) with Delta Electronics, Inc.

(“Delta”), including an initial purchase order (the “Purchase Order”), pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta in specified quantities at certain delivery dates.

EVgo expects to use a portion of the chargers purchased under the Purchase Order to meet the requirements of the Pilot Infrastructure Agreement.

EVgo is required to purchase a minimum of 1,000 chargers (which will enable the construction of 2,000 stalls) from Delta under the Purchase Order and may at EVgo’s election, increase the number of chargers it purchases from Delta to 1,100 .

Nissan Agreements

1 unchanged sentence

These agreements provide for a capital build program, joint marketing activities and charging credit programs for purchasers or lessees of Nissan EVs.

Under the joint-marketing activities provisions of the first agreement (the “Nissan Agreement”), EVgo was

to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan.

Under the joint-marketing activities provisions of the first agreement (the “Nissan Agreement”), EVgo was to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan.

Credits for charging were allocated annually to purchasers or lessees of Nissan EVs and allowed each participant to charge their vehicle for 12 to 24 months at no charge to the participant, up to the amount of the charging credit allocated to such participant.

In the event a participant did not use the entire amount of its charging credit within 12 or 24 months, a portion of the remaining dollar value of such credit rolled over to subsequent periods and a portion was retained by the Company.

Under the terms of the Nissan Agreement, purchasers or lessees of Nissan LEAF electric vehicles in certain markets could receive charging services at an EVgo station or a participating third-party charging station.

Under the terms of the Nissan Agreement, purchasers or lessees of Nissan LEAF EVs in certain markets could receive charging services at an EVgo station or a participating third-party charging station.

Pursuant to the Nissan Agreement, the Company was required to support, maintain and make available at least 850 chargers through July 7, 2021.

3 unchanged sentences

Under the terms of the Nissan 2.0 Agreement, the Build Schedule is negotiated at the beginning of each year.

All chargers for each program year must be installed by August 31.

In 2021, EVgo worked with Nissan to revise the annual Build Schedule to extend the milestone dates.

All chargers for each program year must be installed by November 30.

Furthermore, Nissan waived penalties for installation delays in program year one.

6 unchanged sentences

Nissan receives budget approvals annually from Nissan Motor Company Limited.

As of March 31, 2022, Nissan has fulfilled its annual payment obligations under the Nissan 2.0 Agreement.

As of June 30, 2022, Nissan has fulfilled its annual payment obligations under the Nissan 2.0 Agreement.

If Nissan terminates the Nissan 2.0 Agreement due to a lack of funding, EVgo will still be required to perform the following:

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Pursuant to the Nissan 2.0 Agreement, as modified by the aforementioned extension and other amendments, EVgo is required to install an aggregate of 210 chargers by February 29, 2024 at a number of sites to be mutually agreed upon during each Build Schedule.

Pursuant to the current Build Schedule, EVgo is required to install 58 chargers by August 31, 2022.

Pursuant to the current Build Schedule, EVgo is required to install 58 chargers by November 30, 2022.

If the Company fails to meet future Build Schedule obligations, Nissan may invoke a penalty of up to $ 70,000 per delayed site beyond a designated cure period, up to 52 sites, which would result in an adjustment to the consideration received for the Company’s performance obligations under the Nissan 2.0 Agreement.

General Motors Agreement

On July 20, 2020, EVgo entered into a five-year contract (the “GM Agreement”) with General Motors (“GM”) to build 2,750 fast chargers that EVgo will own and operate as part of the Company’s public network.

On July 20, 2020, EVgo entered into a five-year contract (the “GM Agreement”) with GM to build 2,750 fast chargers that EVgo will own and operate as part of the Company’s public network.

On November 2, 2021, EVgo entered into an amendment agreement with GM in order to adjust stall installation targets and expand the overall number of chargers to be installed to 3,250 fast chargers.

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If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $ 15.0 million.

As of March 31, 2022, there were approximately 2,600 stalls that had been approved by GM, of which approximately 2,100 stalls were already in the active engineering and construction development pipeline.

As of March 31, 2022, EVgo had 13 stalls left to install in order to meet its charger-installation milestone.

EVgo is required to open to the public 363 additional stalls by June 30, 2022, or GM will have the right, if it so chooses, to send EVgo a stall count breach notice, which would trigger a cure period through September 30, 2022.

As of June 30, 2022, there were approximately 2,615 stalls that had been approved by GM, of which approximately 3,100 stalls were already in the active engineering and construction development pipeline.

As of June 30, 2022, EVgo had

221 stalls left to install in order to meet its charger-installation milestone.

EVgo is required to open to the public 428 additional stalls by September 30, 2022 or GM will have the right, if it so chooses, to send EVgo a stall count breach notice, which would trigger a cure period through December 31, 2022.

EVgo may not meet the charger-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection resulting from COVID-19 and supply chain disruptions in business operations across the utility, engineering and permitting chain, as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals between utilities and landowners of sites where charger stations will be located.

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Receivable from Related Party

As of December 31, 2021, the Company had a $ 1.5 million receivable from EVgo Holdings for its indemnification relating to a matter settled between SAF Partners II, LLC and EV Holdings Investments, LLC.

Payables to Related Parties

As of March 31, 2022, the Company owed $ 25,000 for tax refunds received on behalf of EVgo Holdings and EVgo Management Holdings, LLC.

As of June 30, 2022, the Company owed $ 24,488 for tax refunds received on behalf of EVgo Holdings and EVgo Management Holdings, LLC.

Note Payable, Related Party

On January 16, 2020, EVgo Services entered into the Secured Demand Grid Promissory Note (“Demand Note”) with EVgo Holdings whereby EVgo Services funded the operations of EVgo Holdco with loans upon request at an interest rate of the Federal Reserve discount rate plus 7.0 % (compounded annually) with a maturity date of January 16, 2027.

Demand Note was secured by the assets of EVgo Holdco and did not have a stated credit limit.

For the three months ended March 31, 2022, the Company incurred no interest expense while interest expense incurred was $ 0.9 million for the three months ended March 31, 2021.

The Demand Note was secured by the assets of EVgo Holdco and did not have a stated credit limit.

Interest expense incurred was $ 1.0 million and $ 1.9 million for the three and six months ended June 30, 2021, respectively.

On July 1, 2021, the outstanding balance of the Demand Note (including accrued interest of $ 1.9 million) of $ 59.6 million was converted to equity of EVgo Services, which was contributed by EVgo Holdings to EVgo Holdco immediately thereafter in connection with the CRIS Business Combination.

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LS Power Equity Advisors, LLC provides consulting and corporate development services to the Company from time to time.

There were no such services rendered during the three months ended March 31, 2022.

The Company recorded $ 0.7 million for consulting and corporate development services rendered by LS Power Equity Advisors, LLC to general and administrative expenses in the condensed consolidated statement of operations for the three months ended March 31, 2021.

There were no such services rendered during the three and six months ended June 30, 2022.

The Company recorded $ 0.5 million and $ 1.2 million for consulting and corporate development services rendered by LS Power Equity Advisors, LLC to general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021, respectively.

Low Carbon Fuel Standards

The Company may enter into agreements to facilitate the purchase and sale of California Low Carbon Fuel Standard Credits (“LCFS”) with a subsidiary of LS Power at prevailing market prices.

For the three months ended March 31, 2022, the Company recognized no regulatory credit income through the LCFS trading program with LS Power’s subsidiary.

For the three months ended March 31, 2021, the Company recognized $ 0.6 million of such regulatory credit income, which is included in revenue from related party in the condensed consolidated statement of operations.

For the three and six months ended June 30, 2022 and the three months ended June 30, 2021, there was no regulatory credit income recognized from related parties.

For the six months ended June 30, 2021, the Company recognized $ 0.6 million of such regulatory credit income, which is included in revenue from related party in the condensed consolidated statement of operations and comprehensive income (loss).

Note 11 – Fair Value Measurements

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In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value as of March 31, 2022:

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value as of June 30, 2022:

(in thousands)

Cash equivalents:

Commercial paper

Corporate debt securities

Total cash equivalents

Short-term investments:

Certificates of deposit

Commercial paper

government treasury securities

Corporate debt securities

Total short-term investments

Long-term investments:

Corporate debt securities

Asset-backed securities

Total long-term investments

The following table presents the fair value and net carrying amount of debt securities by contractual maturity as of June 30, 2022:

(in thousands)

Due within one year

Due after one year through five years

The Company’s available-for-sale debt securities are valued using the representative “bid” quotation for long positions and “ask” quotation for short positions from independent, third-party pricing services.

These prices are generally based on bid/ask data from exchanges or trading systems, recent transactions from exchanges or trading systems, or quotes from market makers and dealers.

This is categorized as Level 2 in the fair value hierarchy.

(in thousands)

Earnout liability

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Warrant liability – Private Placement Warrants

The earnout liability was valued using a Monte Carlo simulation methodology.

The warrants are accounted for as liabilities in accordance with ASC 815 and are presented as warrant liabilities on the condensed consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the condensed consolidated statements of operations.

The Private Placement Warrants were valued using a Monte Carlo simulation methodology.

The close price of the Public Warrants price was used as the fair value as of each relevant date (see Note 12).

As of March 31, 2022 and December 31, 2021, the carrying values of certain accounts such as accounts receivable, accounts payable and accrued expenses are deemed to approximate their fair values due to their short-term nature.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of March 31, 2022 or December 31, 2021.

The following table presents a reconciliation for all liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022:

Private Warrant

The close price of the Public Warrants was used as the fair value as of each reporting date.

As of June 30, 2022 and December 31, 2021, the carrying values of certain accounts such as accounts receivable, accounts payable and accrued expenses are deemed to approximate their fair values due to their short-term nature.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2022 or December 31, 2021.

There were no other transfers between levels of the hierarchy for the six months ended June 30, 2022.

(in thousands)

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Change in fair value of liability

Fair value as of March 31, 2022

Note 12 – Warrant Liability

Assumptions used in the valuation of the Private Placement Warrant liability are as follows:

Risk-free interest rate

Expected term

Expected volatility

Dividend rate

Exercise price

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2022.

Note 13 – Earnout Liability

Transfers out of Level 3

Fair value as of June 30, 2022

Net change in unrealized gain (loss) for investments still held at June 30, 2022

The fair value of the Private Placement Warrants issued was initially measured using a Monte Carlo simulation model.

The fair value of the Private Placement Warrants was measured as of June 30, 2022 by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement.

Earnout Liability

The estimated fair value of the 1,437,500 shares of Class A common stock held by the Company’s initial stockholders that are subject to potential forfeiture (the “Earnout Shares”) issued and outstanding at the closing of the CRIS Business Combination on the CRIS Close Date was $ 18.3 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earnout period between the CRIS Close Date and the five-year anniversary of the CRIS Close Date using the most reliable information available.

On July 2, 2021, the volume-weighted average price (“VWAP”) of shares of Class A common stock equaled or exceeded $ 12.50 for 20 trading days within a 30-trading day period within five years of the CRIS Close Date and, as a result, 718,750 Earnout Shares valued at $ 10.9 million were deemed to be earned and reclassified into equity on that date.

The estimated fair value of the earnout liability related to the 718,750 Earnout Shares subject to a VWAP of $ 15.00 (the “$ 15.00 Triggering Event”) originally valued at $ 8.8 million was remeasured to $ 5.2 million as of December 31, 2021 and to $ 7.5 million as of March 31, 2022.

The change in fair value of the earnout liability resulted in a loss of $ 2.3 million recognized in the condensed consolidated statement of operations for the three months ended March 31, 2022 (see Note 11).

Assumptions used in the valuation of the earnout liability are as follows:

Expected volatility

Risk-free interest rate

Expected term (years)

Expected term

Expected volatility

Dividend rate

Note 12 – Income Taxes

The Company’s provision for income taxes consists primarily of income taxes, in federal and state jurisdictions where EVgo OpCo and its subsidiaries conduct business, that are incurred by the Company as a result of the Company’s

ownership interest in EVgo OpCo.

For the three months ended March 31, 2022 and 2021, the Company’s provision for income taxes and effective tax rate were deemed to be de minimis.

For the three and six months ended June 30, 2022 and 2021, the Company’s provision for income taxes and effective tax rate were deemed to be de minimis.

Prior to July 1, 2021, EVgo Holdco and its subsidiaries were not taxable entities for U.S.

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Management considered all available material evidence, both positive and negative, in assessing the appropriateness of a valuation allowance for the Company’s deferred tax assets, including the generation of future taxable income, the scheduled reversal of deferred tax liabilities and other available material evidence.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance against its net deferred tax assets as of March 31, 2022 and December 31, 2021 .

In addition, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties as of March 31, 2022 or December 31, 2021.

In addition, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties as of June 30, 2022 or December 31, 2021.

Note 13 – Tax Receivable Agreement

In connection with the CRIS Business Combination, EVgo entered into the Tax Receivable Agreement with EVgo Holdings (along with permitted assigns, the “TRA Holders”) and LS Power Equity Advisors, LLC, as agent.

The Tax Receivable Agreement generally provides for payment by the Company, Thunder Sub or any of their subsidiaries (other than EVgo OpCo and its subsidiaries) (the “Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S.

The Tax Receivable Agreement generally provides for payment by the Company Group to the TRA Holders of 85 % of the net cash savings, if any, in U.S.

federal, state and local income tax or franchise tax that the Company Group actually realizes or is deemed to realize in certain circumstances after the CRIS Business Combination as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S.

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Amounts payable by the Company under the Tax Receivable Agreement are accrued through a charge to income when it is probable that a liability has been incurred and the amount is estimable.

As of March 31, 2022 and December 31, 2021, no transactions have occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

Note 16 – Net Loss Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2022:

As of June 30, 2022 and December 31, 2021, no transactions have occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

Note 14 – Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2022:

Three Months Ended

Six Months Ended

(in thousands, except per share data)

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

net loss attributable to participating securities

Net loss attributable to Class A common stockholders, basic and diluted

Net income (loss)

net income (loss) attributable to redeemable noncontrolling interest

Net income (loss) attributable to Class A common stockholders

net income (loss) attributable to participating securities

Net income (loss) attributable to Class A common stockholders, basic and diluted

Weighted average common stock outstanding

weighted average unvested Earnout Shares outstanding

Weighted average common stock outstanding, basic and diluted

Net loss per share – basic and diluted

Weighted average common stock outstanding, basic

Dilutive effect of restricted stock units

Weighted average common stock outstanding, diluted

Net income (loss) per share – basic

Net income (loss) per share – diluted

Prior to the consummation of the CRIS Business Combination, EVgo OpCo was wholly owned by EVgo Holdings.

In connection with the CRIS Business Combination, EVgo Holdings contributed all of the equity interests in EVgo Holdco to EVgo OpCo in exchange for 195,800,000 EVgo OpCo Units, the Company contributed all of its assets and 195,800,000 shares of Class B common stock to Thunder Sub, Thunder Sub transferred 195,800,000 shares of Class B common stock and the right to enter into the Tax Receivable Agreement to EVgo Holdings, and Thunder Sub contributed all of its remaining assets to EVgo OpCo in exchange for EVgo OpCo Units equal to the number of shares of Class A common stock outstanding.

The shares of Class B common stock owned by EVgo Holdings have been evaluated and are excluded from net income per share calculations as they do not participate in earnings or loss of the Company.

The shares of Class B common stock owned by EVgo Holdings have been evaluated and are excluded from net income or loss per share calculations as they do not participate in earnings or loss of the Company.

Therefore, retrospective application of the conversion of these ownership interests into shares of Class B common stock would not result in an appropriate or meaningful presentation of earnings (loss) per common share (“EPS”).

Therefore, the EPS information presented only relates to the periods subsequent to the consummation of the CRIS Business Combination on July 1, 2021 and has not been presented for the three months ended March 31, 2021.

The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, restricted stock units and unvested Earnout Shares.

For the period in which EPS is presented, the following securities were excluded from the computation of diluted EPS since their impact would have been antidilutive as of March 31, 2022:

The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, restricted stock units (“RSUs”), stock options and unvested Earnout Shares.

For the periods in which EPS is presented, the Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net income (loss) per share attributable to Class A common stockholders since their impact would have been antidilutive:

(in thousands)

March 31, 2022

June 30, 2022

Public Warrants

Private Placement Warrants

Restricted stock units

Additionally, 718,750 unvested Earnout Shares (participating securities, as noted above) were excluded from the computation of diluted EPS since their vesting threshold (i.e., the $ 15.00 Triggering Event) had not yet been met as of March 31, 2022.

Stock options

Additionally, 718,750 unvested Earnout Shares (participating securities) were excluded from the computation of diluted EPS since their vesting threshold (i.e., the $ 15.00 Triggering Event) had not been met as of June 30, 2022.

Note 15 – Share-Based Compensation

The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations:

Three Months Ended

On July 1, 2021, concurrent with the closing of the CRIS Business Combination, the stockholders also approved the board approved EVgo Inc.

2021 Long Term Incentive Plan (the “2021 Incentive Plan”), effective March 26, 2021 (the “Effective Date”).

The 2021 Incentive Plan reserves 33,918,000 shares of Class A common stock for issuance to employees, non-employee directors and other service providers.

As of June 30, 2022, there were 29,767,792 shares of Class A common stock available for grant.

The 2021 Incentive Plan provides for potential grants of:

(i) incentive stock options qualified as such under U.S.

Federal income tax laws;

(ii) stock options that do not qualify as incentive stock options;

(iii) stock appreciation rights;

(iv) restricted stock awards;

(vi) vested stock awards;

(vii) dividend equivalents;

(viii) other share- or cash-based awards;

(ix) cash awards;

and (x) substitute awards.

Unless earlier terminated by action of the Company’s Board of Directors, the 2021 Incentive Plan will terminate on the tenth anniversary of the Effective Date.

The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss):

Three Months Ended

Six Months Ended

(in thousands)

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Total share-based compensation expense

Stock Options

On April 1, 2022, the Company granted stock options covering 375,428 underlying shares of Class A common stock to employees .

Compensation expense related to stock-based awards is measured and recognized in the financial statements based on the fair value of the awards granted.

The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model and recognized on a straight-line basis over the requisite service period.

The options vest annually over a three-year period and have a term of 10 years .

The following table summarizes stock option activity for the six months ended June 30, 2022:

Weighted Average

Shares Underlying

Weighted Average

(shares in thousands)

Exercise Price

Contractual Life

Intrinsic Value

Outstanding as of December 31, 2021

Outstanding as of June 30, 2022

As of June 30, 2022, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 2.7 million, which is expected to be recognized over a period of 1.7 years.

The weighted average grant date fair value per share of options granted for the three and six months ended June 30, 2022 was $ 8.79 .

There were no stock options vested or exercisable as of June 30, 2022.

The fair value of the stock options granted on April 1, 2022 was computed using Black-Scholes option-pricing model using the following key assumptions:

Risk-free interest rate

Dividend yield

Expected volatility

Expected life (in years)

Risk-free interest rate.

The risk-free interest rate was based on the implied yield currently available in U.S.

Treasury securities at maturity with an equivalent term.

Dividend yield.

The Company has not declared or paid any dividends through June 30, 2022 and does not currently expect to do so in the future.

Expected volatility.

The Company based its estimate of expected volatility on the historical and implied volatility of comparable companies from a representative peer group selected based on industry and market capitalization data.

The Company uses the average expected volatility rates reported by the comparable group for an expected term that approximated the expected term estimated by the Company.

Expected life.

The Company did not have sufficient exercise history to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

The expected term for stock options, calculated using the simplified method due to limited exercise data, was the midpoint of the stock option vesting term and the expiration date of the stock option.

Restricted Stock Units

RSUs typically vest annually over a period of three years from the date of grant.

The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date.

The table below represents the Company’s RSU activity under the 2021 Incentive Plan during the six months ended June 30, 2022:

(in thousands)

Outstanding as of December 31, 2021

Outstanding as of June 30, 2022

As of June 30, 2022, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 28.2 million, which is expected to be recognized over a period of 1.6 years.

Incentive Units

Certain employees of EVgo Services have received share-based compensation in the form of units in EVgo Management that track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”).

The Incentive

Units typically vest annually over a period of four year s from the date of grant.

Presented below is a summary of the activity of the Company’s Incentive Units during the six months ended June 30, 2022:

(units in thousands)

Outstanding and expected to vest as of December 31, 2021

Outstanding and expected to vest as of June 30, 2022

As of June 30, 2022, there was $ 8.2 million of unrecognized share-based compensation expense related to unvested Incentive Units, which is expected to be recognized over a period of 2.2 years.

Note 16 – Redeemable Noncontrolling Interest

As of March 31, 2022, EVgo Holdings owns 195,800,000 EVgo OpCo Units, representing a 73.9 % economic ownership interest in EVgo OpCo, and a corresponding number of shares of Class B common stock, representing a 73.9 % voting interest in the Company.

As of June 30, 2022, EVgo Holdings owns 195,800,000 EVgo OpCo Units, representing a 73.9 % economic ownership interest in EVgo OpCo, and a corresponding number of shares of Class B common stock, representing a 73.9 % voting interest in the Company.

EVgo Holdings is entitled to one vote per share of Class B common stock but is not entitled to receive dividends or any assets upon liquidation, dissolution, distribution or winding-up of the Company.

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The redeemable noncontrolling interest held by EVgo Holdings in EVgo OpCo, through its ownership of EVgo OpCo Units, was initially measured at its carrying amount on the CRIS Close Date.

Net income or loss is attributed to the redeemable noncontrolling interest during each reporting period based on its ownership percentage, as appropriate.

Subsequent to that, the redeemable noncontrolling interest is measured at its fair value (i.e., based on the Class A common stock price) at the end of each reporting period, with the remeasurement amount being no less than the initial carrying amount, as adjusted for the redeemable noncontrolling interest’s share of net income or loss.

Net income or loss and other comprehensive income or loss are attributed to the redeemable noncontrolling interest during each reporting period based on its ownership percentage, as appropriate.

The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss.

The table below presents the reconciliation of changes in redeemable noncontrolling interest for the three months ended March 31, 2022:

The table below presents the reconciliation of changes in redeemable noncontrolling interest for the six months ended June 30, 2022:

(in thousands)

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Equity-based compensation attributable to redeemable noncontrolling interest during the period

Net unrealized loss on available-for-sale securities attributable to redeemable noncontrolling interest during the period

Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end

Balance as of March 31, 2022

Balance as of June 30, 2022

Note 17 – Subsequent Events

Restricted Stock Units

In April 2022, the Company granted 2,004,459 restricted stock units to employees and members of the Board of Directors under the EVgo Inc.

2021 Long Term Incentive Plan.

The fair value of the restricted stock units awarded was $ 25.3 million, which was estimated on the dates of grant based on the fair value of the Company’s Class A common stock, using similar methods and assumptions as those previously disclosed by the Company.

Each award will vest based on

continued service, which is generally over a period of three years .

The grant date fair value of the awards will be recognized as share-based compensation expense over the requisite service periods.

Stock Options

On April 1, 2022, the Company granted stock options covering 375,428 underlying shares of Class A common stock to employees with a fair value of approximately $ 3.3 million, which was estimated using the Black-Scholes option pricing model.

The options vest over a three-year period and have a term of 10 years .

During July 2022, EVgo entered into the Pilot Infrastructure Agreement, the Pilot O&M, the Delta Charger Supply Agreement and the Purchase Order.

See Note 9 for additional information.

In addition, during July 2022, the Company sold all of its debt securities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements