What changed in this filing

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Item 1. Financial Statements

2022-11-04 compared with 2022-08-10 · 240 added, 229 removed, 555 unchanged (46% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

(in thousands)

Current assets

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

Cash and restricted cash

Accounts receivable, net of allowance of $ 773 and $ 718 as of September 30, 2022 and December 31, 2021, respectively

Accounts receivable, capital-build

6 unchanged sentences

Restricted cash

Long-term investments

Intangible assets, net

21 unchanged sentences

Condensed Consolidated Balance Sheets (continued)

September 30,

(in thousands, except share data)

2 unchanged sentences

Preferred stock, $ 0.0001 par value;

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

10,000,000 shares authorized as of September 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 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

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

68,665,545 and 68,020,630 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of September 30, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.0001 par value;

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

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

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

Accumulated deficit

( 1,032,631 )

Accumulated other comprehensive loss

( 1,358,358 )

Total stockholders’ deficit

( 1,032,604 )

( 1,358,331 )

Total liabilities, redeemable noncontrolling interest and stockholders’ deficit

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

14 unchanged sentences

Change in fair value of warrant liability

Total other income (expense), net

Income (loss) before income tax expense

Total other (expense) income, net

Loss (income) before income tax expense

Income tax expense

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

Net (loss) income

net (loss) income attributable to redeemable noncontrolling interest

Net (loss) income attributable to Class A common stockholders

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

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

Net (loss) income

Other comprehensive income, net of tax:

Net change in unrealized gain on available-for-sale securities

Comprehensive (loss) income

comprehensive (loss) income attributable to redeemable noncontrolling interest

Comprehensive (loss) income 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 Six Months Ended June 30, 2022

For the Nine Months Ended September 30, 2022

Class A Common Stock

19 unchanged sentences

Balance, June 30, 2022

Share-based compensation

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

Net change in unrealized gain on available-for-sale securities

Redeemable noncontrolling interest adjustment to fair value

Balance, September 30, 2022

( 1,032,631 )

( 1,032,604 )

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

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

3 Excludes $ 37.7 million of net loss 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

For the Nine Months Ended September 30, 2021

Stockholders’ /

LLC Interests

Class A Common Stock

Class B Common Stock

(in thousands)

Balance, December 31, 2020 (as previously reported)

Equity (Deficit)

Balance, December 31, 2020

(as previously reported)

Retroactive application of recapitalization

4 unchanged sentences

Balance, June 30, 2021

Equitization of note payable, related party

CRIS Business Combination, net of expenses

Share-based compensation

Vesting of earnout shares

Fair value adjustment to redeemable noncontrolling interest

( 1,141,037 )

Balance, September 30, 2021

1 Excludes $ 17.5 million of net income attributable to redeemable noncontrolling interest.

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

Nine Months Ended

September 30,

(in thousands)

23 unchanged sentences

Purchases of investments

Proceeds from sale of investments

Acquisition of business, net of cash received

Net cash used in investing activities

Cash flows from financing activities

Proceeds from CRIS Business Combination

Proceeds from note payable, related party

3 unchanged sentences

Payment of transaction costs for CRIS Business Combination

Payment of deferred transaction costs

Net cash provided by financing activities

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

Net (decrease) increase in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, 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

Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

Purchases of property and equipment in accounts payable and accrued liabilities

Reclassification of contingent earnout liability to equity upon triggering event

Contingent earnout liability recognized upon closing of CRIS Business Combination

Conversion of note payable, related party, to equity

Reclassification of redeemable noncontrolling interest on CRIS Close Date

Fair value adjustment to redeemable noncontrolling interest

10 unchanged sentences

The global outbreak of COVID-19 has resulted in significant volatility in the global and domestic economies, changes in consumer and business behavior, market downturns and restrictions on business and individual activities, which has led to overall reduced economic activity.

This disruption contributed to reduced network throughput on EVgo’s chargers.

The COVID-19 pandemic also impacted the Company’s operations through construction delays and supply chain and shipping constraints.

12 unchanged sentences

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.

The results of operations for the three and nine months ended September 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”).

2 unchanged sentences

The Company has evaluated subsequent events accordingly.

Reclassifications

During the third quarter of 2021, the Company changed its presentation of certain costs, including network platform service fees, certain storage and freight costs, pre-operational rent/license fees, call center expenses and certain costs related to field and customer operations.

In previous periods, these costs were included as a component of cost of sales.

The Company now presents these costs as a component of general and administrative expenses.

Management believes this presentation better reflects the nature of the costs, financial performance of the Company, enables better alignment between revenues and cost of sales and provides more clarity about the changes in cost of sales and general and administrative expenses, resulting in improved financial reporting and comparability and consistency of financial results.

All periods presented have been retrospectively revised to reflect the effects of the change to cost of sales and general and administrative expenses.

There was no net impact to loss from operations, net loss attributable to the Company or net loss per share for any periods presented.

The condensed consolidated balance sheets, condensed consolidated statements of stockholders’ and member’s equity (deficit), and the condensed consolidated statements of cash flows are not affected by changes in the presentation of certain costs.

The following is a reconciliation for the respective periods:

Administrative

(in thousands)

Cost of Sales

For the three months ended June 30, 2022

Computed under previous method

Change in presentation

For the three months ended June 30, 2021

As previously reported

Change in 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

6 unchanged sentences

The total cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $ 250,000 .

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

At various times, the Company has 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 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 44.4 % of the Company’s total accounts receivable as of June 30, 2022.

The Company had three customers that comprised 36.2 % of the Company’s total accounts receivable as of September 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 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.

For the nine months ended September 30, 2022 and 2021, one customer represented 17.2 % and one customer represented 12.0 % of total revenue, respectively.

For the three and nine months ended September 30, 2022, EVgo had three vendors that provided 87.3 % and 78.3 %, respectively, of total charging equipment and services to the Company.

For the three and nine months ended September 30, 2021, EVgo had one vendor that provided 11.0 % and 13.0 %, respectively, 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.

and are stated at cost.

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.

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

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 June 30, 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 September 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.

6 unchanged sentences

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.

5 unchanged sentences

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.

All of the Company’s available-for-sale debt securities were sold during the three months ended September 30, 2022, resulting in a realized loss of $ 0.2 million.

Prior to the sale, EVgo’s investment portfolio primarily included corporate debt securities, asset backed securities, U.S.

government treasury securities, certificates of deposit and commercial paper.

10 unchanged sentences

The difference between the right-of-use assets and lease liabilities was primarily due to existing prepaid and accrued rent balances.

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

There was no impact to opening accumulated deficit 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 and comprehensive income (loss).

9 unchanged sentences

Subsequent to the initial ASU, the FASB issued various related corrective and clarifying ASUs for this topic, all of which have been codified in ASC 326.

The ASU is effective for annual reporting periods beginning after December 15, 2022.

The Company is currently evaluating the potential impact of adopting this guidance on its condensed consolidated financial statements.

For public companies that are considered “smaller reporting companies” as defined by the SEC, ASC 326 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.

The Company is currently evaluating the potential impact of adopting this guidance in the first quarter of 2023 on its condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, Revenue From Contracts With Customers (“ASC 606”), as if it had originated the contracts.

23 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

June 30, 2021

Pro forma revenue

Pro forma net loss

Pro forma net income (loss)

The above unaudited pro forma results have been calculated by combining the historical results of the Company and PlugShare, as if the acquisition had occurred as of the beginning of the earliest period presented in the Company’s condensed consolidated financial statements and exclude the impact of acquisition-related expenses.

4 unchanged sentences

Note 4 – Revenue Recognition

The table below presents a disaggregation of EVgo’s revenue for the three and nine months ended September 30, 2022 and 2021:

Disaggregation of Revenue

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

7 unchanged sentences

The following table provides information about contract assets and liabilities from contracts with customers:

September 30,

(in thousands)

2 unchanged sentences

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

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

2 unchanged sentences

Marketing activities

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:

Balance as of September 30, 2022

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

(in thousands)

2 unchanged sentences

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

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.

As of September 30, 2022 and December 31, 2021, there was $ 7.3 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

5 unchanged sentences

Renewal and termination options are not included in the measurement of the right-of-use assets and lease liabilities unless the Company is reasonably certain to exercise the options.

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.

The Company’s lease agreements primarily require lease payments based on a minimum annual rental amount.

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

8 unchanged sentences

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 the number of charging sessions and minutes used, which are recognized when earned.

The leases generally 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.

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 and comprehensive income (loss).

2 unchanged sentences

Additionally, the Company leases offices and laboratory space under agreements with third-party landlords.

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 for an additional one to 10 years .

The agreements with the Site Hosts and landlords are deemed to be operating leases.

Original lease terms range from one to 15 years and 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.

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:

The Company has estimated operating lease commitments of $ 48.0 million for leases where the Company has not yet taken possession of the underlying asset as of September 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 September 30, 2022.

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

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

6 unchanged sentences

Short-term lease costs

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:

1 Rental expense for operating leases was $ 0.7 million and $ 1.8 million for the three and nine months ended September 30, 2021, respectively.

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

(in thousands)

4 unchanged sentences

(in thousands)

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

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

September 30,

Weighted-average remaining lease term

Weighted-average discount rate

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

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

(in thousands)

5 unchanged sentences

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

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

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

2 unchanged sentences

Variable lease income

Sublease income

Total lease income 1

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:

1 Lease income was $ 0.9 million and $ 1.4 million for the three and nine months ended September 30, 2021, respectively.

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

(in thousands)

The components of charging equipment and charging stations leased to third parties under operating leases and which are included within the Company’s property, equipment and software, net, are as follows:

The components of charging equipment and charging stations leased to third parties under operating leases, which are included within the Company’s property, equipment and software, net, were as follows as of September 30, 2022 and December 31, 2021:

September 30,

(in thousands)

2 unchanged sentences

Note 6 – Property, Equipment and Software, Net

Property, equipment and software, net, consisted of the following as of:

Property, equipment and software, net, consisted of the following as of September 30, 2022 and December 31, 2021:

September 30,

(in thousands)

6 unchanged sentences

Total property, equipment and software, net

Depreciation and amortization expense consisted of the following for the periods presented:

Depreciation and amortization expense consisted of the following for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

5 unchanged sentences

Amortization of software

Losses on disposal of property and equipment, which are included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss), were $ 1.7 million and $ 4.6 million for the three and nine months ended September 30, 2022, respectively, and $ 0.3 million and $ 0.6 million for the three and nine months ended September 30, 2021, respectively.

Note 7 – Intangible Assets, Net

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

June 30, 2022

Intangible assets, net, consisted of the following as of September 30, 2022:

September 30, 2022

(in thousands)

2 unchanged sentences

Developed technology

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

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

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Note 8 – Asset Retirement Obligations

Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation.

Asset retirement obligations represent the present value of the estimated costs to remove commercial charging stations and restore the sites to the condition prior to installation.

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

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

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

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

Accretion expense

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

Six Months Ended

Asset retirement obligation activity for the nine months ended September 30, 2022 was as follows:

(in thousands)

June 30, 2022

Beginning balance

6 unchanged sentences

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.

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.

13 unchanged sentences

Nissan Agreements

EVgo has executed two program services agreements with Nissan North America, Inc.

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.

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 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.

EVgo has executed two agreements with Nissan North America, Inc.

(“Nissan”) under which EVgo has provided charger construction and installation and certain other services.

Pursuant to the first agreement, entered into in March 2016 (the “Nissan 2016 Agreement”), the Company was required to support, maintain and make available at least 850 chargers through July 7, 2021, and purchasers or lessees of Nissan LEAF EVs in certain markets could receive charging services at EVgo stations or participating third-party charging stations.

The Company fulfilled all build, support and maintenance obligations under the Nissan 2016 Agreement.

On June 13, 2019, EVgo entered into a second agreement with Nissan (the “Nissan 2.0 Agreement”).

The Nissan 2.0 Agreement includes a capital-build program requiring the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”).

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

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.

EVgo’s ability to meet Build Schedule obligations may be impacted by delays in permitting, slower than expected third-party approvals of certain site acquisitions, delays in utility interconnection resulting from industry adaptation to the requirements of high-powered charger installation, as well as supply chain issues.

The second agreement between EVgo and Nissan, entered into in June 2019 (the “Nissan 2.0 Agreement”), provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program.

The Nissan 2.0 Agreement has been amended several times, including most recently in the fourth quarter of 2022 (the “Nissan Amendment”) to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models.

Under the joint-marketing activities provisions of the Nissan 2.0 Agreement, EVgo is obligated to spend a specified amount annually on joint-marketing activities that are mutually agreed-upon with Nissan.

Under the charging credit program provisions in the Nissan 2.0 Agreement, credits for charging are allocated to purchasers or lessees of Nissan EVs, and such purchasers or lessees are permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased.

In the event a participant does not use the entire amount of the allocated charging credit or if the annual charging credit pool is not exhausted within a specific period, a portion of the remaining dollar value of such credit rolls over to subsequent periods, and a portion is retained by the Company.

The capital-build program provided for in the Nissan 2.0 Agreement requires the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”).

If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $ 70,000 per delayed site beyond a designated cure period, up to 48 sites, which could result in an adjustment to the consideration received by the Company under the Nissan 2.0 Agreement.

EVgo and Nissan previously agreed to amend the Nissan 2.0 Agreement to extend the installation deadlines under the Build Schedule by up to 12 months , and Nissan has waived penalties for installation delays relating to program year one.

EVgo’s ability to meet its Build Schedule obligations may be impacted by delays in permitting, slower than expected third-party approvals of certain site acquisitions, delays in utility interconnection resulting from industry adaptation to the requirements of high-powered charger installation, as well as supply chain issues.

Going forward, EVgo is uncertain if these, or other potential issues in the procurement, installation, or energization of DCFC, will be resolved in a timely fashion.

4 unchanged sentences

Nissan receives budget approvals annually from Nissan Motor Company Limited.

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

As of September 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:

(i) meet charger installation milestones through the date of termination; (ii) provide an aggregate of $ 1.6 million in joint marketing activities and (iii) provide $ 4.8 million worth of charging credits that shall continue to be administered.

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 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.

(i) pay any existing Build Schedule penalties due at the time of termination;

(ii) meet a specified charger installation milestone of 80 chargers in certain designated markets within two years of such termination; (iii) provide an aggregate of $ 1.6 million in joint marketing activities;

and (iv) provide $ 4.8 million worth of charging credits that shall continue to be administered.

Pursuant to the Nissan 2.0 Agreement, as modified by the aforementioned extensions and other amendments, EVgo is required to install an aggregate of 210 chargers by February 29, 2024.

Pursuant to the current Build Schedule, EVgo is required to install 48 chargers by February 28, 2023.

General Motors Agreement

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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 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.

As of September 30, 2022, there were approximately 3,191 stalls already in the active engineering and construction development pipeline, of which 2,840 stalls had been approved by GM.

As of September 30, 2022, EVgo had 457 stalls left to install in order to meet its charger-installation milestone.

EVgo is required to open to the public 607 additional stalls by December 31, 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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Although the Company is not currently facing any material pending or threatened litigation, future events or circumstances, currently unknown to management, may potentially have a material effect on its financial position, liquidity or results of operations in any future reporting period.

Purchase Commitments

As of September 30, 2022, EVgo had $ 10.7 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment.

In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders.

Note 10 – Related Party Transactions

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 on January 14, 2022.

As of December 31, 2021, the Company had a $ 1.5 million receivable from EVgo Holdings pursuant to an indemnification obligation relating to a matter settled between SAF Partners II, LLC and EV Holdings Investments, LLC on January 14, 2022.

Payables to Related Parties

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

As of September 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

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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.

Interest expense incurred was de minimis for the three months ended September 30, 2021 and $ 1.9 million for the nine months ended September 30, 2021.

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

Consulting Services

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 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 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).

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

The Company recorded $ 1.3 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 nine months ended September 30, 2021.

The costs incurred after the CRIS Close Date through September 30, 2021 were de minimis.

Low Carbon Fuel Standard Credits

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

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

For the nine months ended September 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 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.

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 June 30, 2022:

September 30,

(in thousands)

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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 and comprehensive income (loss).

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.

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 six months ended June 30, 2022:

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

As of September 30, 2022 and December 31, 2021, the carrying values of certain accounts such as accounts receivable, accounts payable and accrued expenses were 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 September 30, 2022 or December 31, 2021.

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

(in thousands)

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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

Fair value as of September 30, 2022

Net change in unrealized gain (loss) for instruments still held at September 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.

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

Earnout Liability

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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 $ 2.6 million as of June 30, 2022.

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

September 30,

Risk-free interest rate

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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 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.

For the three and nine months ended September 30, 2022 and 2021, the Company’s provision for income taxes and effective tax rate were de minimis primarily due to the Company’s current income tax benefit being offset by a change in the full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership.

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 June 30, 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 June 30, 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 September 30, 2022 or December 31, 2021.

Note 13 – Tax Receivable Agreement

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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 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.

As of September 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:

The following table sets forth the computation of basic and diluted net income (loss) per share for the three and nine months ended September 30, 2022:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

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

Net (loss) income

net (loss) income attributable to redeemable noncontrolling interest

Net (loss) income attributable to Class A common stockholders

net (loss) income attributable to participating securities

Net (loss) income 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

Dilutive effect of restricted stock units

Weighted average common stock outstanding, diluted

Net income (loss) per share – basic

Net income (loss) per share – diluted

Weighted average common stock outstanding, basic and diluted

Net (loss) income per share – basic and diluted

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

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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 and six months ended June 30, 2021.

Therefore, the EPS information presented only relates to the periods subsequent to the consummation of the CRIS Business Combination on July 1, 2021.

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:

Three and Nine Months Ended

September 30,

(in thousands)

June 30, 2022

Public Warrants

1 unchanged sentence

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

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

On July 1, 2021, concurrent with the closing of the CRIS Business Combination, the stockholders also approved the Board of Directors-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.

As of September 30, 2022, there were 29,435,928 shares of Class A common stock available for grant.

The 2021 Incentive Plan provides for potential grants of:

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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):

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) for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

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.

Compensation expense related to share-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:

The following table summarizes stock option activity for the nine months ended September 30, 2022:

Weighted Average

6 unchanged sentences

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.

Outstanding as of September 30, 2022

As of September 30, 2022, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 2.2 million, which is expected to be recognized over a period of 1.6 years.

The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2022 was $ 8.79 .

No stock options were granted during the three months ended September 30, 2022 and there were no stock options vested or exercisable as of September 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:

7 unchanged sentences

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.

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

Expected volatility.

5 unchanged sentences

Restricted Stock Units

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

RSUs granted by EVgo 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)

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

(shares 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.

Outstanding as of September 30, 2022

As of September 30, 2022, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 23.1 million, which is expected to be recognized over a period of 1.5 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:

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 nine months ended September 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.

Outstanding and expected to vest as of September 30, 2022

As of September 30, 2022, there was $ 7.5 million of unrecognized share-based compensation expense related to unvested Incentive Units, which is expected to be recognized over a period of 1.9 years.

Note 16 – Redeemable Noncontrolling Interest

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.

As of September 30, 2022, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 74.0 % economic ownership interest in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture), and a corresponding number of shares of Class B common stock, representing an approximately 74 % 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 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 six months ended June 30, 2022:

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

Balance as of September 30, 2022

Note 17 – Subsequent Events

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.

In October 2022, the Company granted 510,999 restricted stock units to employees and other service providers under the 2021 Incentive Plan.

The fair value of the restricted stock units awarded was $ 4.0 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.

The awards will vest based on continued service, 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.

During October 2022, EVgo entered into the Nissan Amendment.

As a result of the Nissan Amendment, the timing of revenue for the charging credit programs will shift during the contract term starting in the fourth quarter of 2022.

See Note 9 for additional information, including regarding changes to the capital-build program under the Nissan Amendment.

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