What changed in this filing

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Item 1. Financial Statements

2023-11-08 compared with 2023-08-02 · 222 added, 146 removed, 500 unchanged (42% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

(in thousands)

1 unchanged sentence

Cash, cash equivalents and restricted cash

Accounts receivable, net of allowance of $ 831 and $ 687 as of June 30, 2023 and December 31, 2022, respectively

Accounts receivable, net of allowance of $ 1,016 and $ 687 as of September 30, 2023 and December 31, 2022, respectively

Accounts receivable, capital-build

Prepaid expenses

Other current assets

Prepaid expenses and other current assets

Total current assets

23 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, 2023 and December 31, 2022;

10,000,000 shares authorized as of September 30, 2023 and December 31, 2022;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

1,200,000,000 shares authorized as of June 30, 2023 and December 31, 2022;

102,593,985 and 70,247,726 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of June 30, 2023 and December 31, 2022, respectively

1,200,000,000 shares authorized as of September 30, 2023 and December 31, 2022;

102,720,564 and 70,247,726 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of September 30, 2023 and December 31, 2022, respectively

Class B common stock, $ 0.0001 par value;

400,000,000 shares authorized as of June 30, 2023 and December 31, 2022;

195,800,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022

400,000,000 shares authorized as of September 30, 2023 and December 31, 2022;

195,800,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

9 unchanged sentences

Interest income

Other expense, net

Other income (expense), net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other income, net

(Loss) income before income tax expense

Total other income (expense), net

Loss before income tax expense

Income tax expense

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

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

Other comprehensive loss, net of tax

Net change in unrealized loss 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

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

Comprehensive loss

comprehensive loss attributable to redeemable noncontrolling interest

Comprehensive 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’ Deficit

For the Six Months Ended June 30, 2023

For the Nine Months Ended September 30, 2023

Class A Common Stock

15 unchanged sentences

Balance, June 30, 2023

Share-based compensation

Issuance of Class A common stock under share-based compensation plans

Redeemable noncontrolling interest adjustment to fair value

Balance, September 30, 2023

1 Excludes $ 36.0 million of net loss attributable to redeemable noncontrolling interest.

2 Excludes $ 14.5 million of net loss attributable to redeemable noncontrolling interest.

3 Excludes $ 18.5 million of net loss 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 Stockholders’ 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 Class A common stock under share-based compensation plans

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.

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)

2 unchanged sentences

Depreciation, amortization and accretion

Net loss on disposal of property and equipment and impairment expense

Net loss on disposal of property and equipment, net of insurance recoveries, and impairment expense

Share-based compensation

4 unchanged sentences

Receivables from related parties

Prepaid expenses and other current and noncurrent assets

Prepaid expenses, other current assets and other assets

Operating lease assets and liabilities, net

Accounts payable

Payables to related parties

Accrued liabilities

7 unchanged sentences

Purchases of investments

Proceeds from sale of investments

Net cash used in investing activities

4 unchanged sentences

Proceeds from exercise of warrants

Payments of issuance costs

Payments of deferred transaction costs

Net cash provided by financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

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

and Subsidiaries

Condensed Consolidated Statements of Cash Flows (continued)

Nine Months Ended

September 30,

(in thousands)

Supplemental disclosure of noncash investing and financing activities

3 unchanged sentences

Non-cash increase in asset retirement obligations

Transaction costs in accounts payable and accrued liabilities

Issuance costs in accounts payable and accrued liabilities

3 unchanged sentences

Note 1 – Description of Business and Nature of Operations

(“EVgo”) owns and operates a public direct current (“DC”) fast charging network for electric vehicles (“EVs”) in the United States (“U.S.”).

(“EVgo” or the “Company”) owns and operates a public direct current (“DC”) fast charging network for electric vehicles (“EVs”) in the United States (“U.S.”).

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

6 unchanged sentences

EVgo Holdco had no operations prior to the Holdco Merger.

The Company (as defined below) elected push-down accounting and all of the Company’s assets and liabilities related to LS Power were remeasured at fair value on the Holdco Merger Date.

The Company elected push-down accounting and all of the Company’s assets and liabilities related to LS Power were remeasured at fair value on the Holdco Merger Date.

LS Power was considered to be the accounting acquirer and formed EVgo Holdings, LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction.

(the “Company,” or “EVgo”) was incorporated in Delaware on August 4, 2020 under the name Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”).

was incorporated in Delaware on August 4, 2020 under the name Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”).

The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”).

6 unchanged sentences

Accordingly, beginning on July 1, 2021 (the “CRIS Close Date”), the Company began consolidating the financial results of EVgo OpCo and recorded a redeemable noncontrolling interest in its consolidated financial statements to reflect the EVgo OpCo Units that are owned by EVgo Holdings after the CRIS Close Date.

As of June 30, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 65.5 % of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock.

As of June 30, 2023, the shares of the Company’s Class B common stock held by EVgo Holdings and the shares of the Company’s Class A common stock held by EVgo Member Holdings collectively represented a 67.4 % voting interest in the Company.

As of September 30, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 65.4 % of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock.

As of September 30, 2023, the shares of the Company’s Class B common stock held by EVgo Holdings and the shares of the Company’s Class A common stock held by EVgo Member Holdings collectively represented a 67.4 % voting interest in the Company.

Each EVgo OpCo Unit, together with one share of Class B common stock, is redeemable, subject to certain conditions, for either one share of Class A common stock, or, at EVgo OpCo’s election, the cash equivalent to the market value of one share of Class A common stock, pursuant to the Amended and Restated LLC Agreement of EVgo OpCo dated July 1, 2021 (the “EVgo OpCo A&R LLC Agreement”).

4 unchanged sentences

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

These 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’ 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, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 or any other period.

These 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’ deficit and condensed consolidated statements of cash flows for the periods presented.

The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 or any other period.

These 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, 2022 (the “Annual Report”).

15 unchanged sentences

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 two customers that collectively comprised 39.9 % of the Company’s total net accounts receivable as of June 30, 2023.

The Company had two customers that collectively comprised 41.5 % of the Company’s total net accounts receivable as of September 30, 2023.

The Company had one customer that comprised 20.5 % of the Company’s total net accounts receivable as of December 31, 2022.

For the three and six months ended June 30, 2023, one customer represented 65.7 % and 57.3 % of revenue, respectively.

For the three months ended June 30, 2022, two customers collectively represented 34.7 % of revenue.

For the six months ended June 30, 2022, two customers collectively represented 31.9 % of revenue.

For the three months ended June 30, 2023, two vendors provided collectively 84.7 % of EVgo’s total charging equipment.

For the three months ended June 30, 2022, four vendors collectively provided 82.8 % of EVgo’s total charging equipment.

For the six months ended June 30, 2023, two vendors collectively provided 85.2 % of EVgo’s total charging equipment.

For the six months ended June 30, 2022, three vendors collectively provided 72.1 % of EVgo’s total charging equipment.

For the three and nine months ended September 30, 2023, one customer represented 29.6 % and 49.3 % of revenue, respectively.

For the three months ended September 30, 2022, two customers collectively represented 23.3 % of revenue.

For the nine months ended September 30, 2022, one customer represented 17.2 % of revenue.

For the three months ended September 30, 2023, two vendors collectively provided 74.9 % of EVgo’s total charging equipment.

For the nine months ended September 30, 2023, one vendor provided 77.6 % of EVgo’s total charging equipment.

For the three months ended September 30, 2022, three vendors collectively provided 87.3 % of EVgo’s total charging equipment.

For the nine months ended September 30, 2022, three vendors collectively provided 78.6 % of EVgo’s total charging equipment.

Reclassifications

5 unchanged sentences

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

The Company had unused letters of credit, which were collateralized with cash, classified as restricted cash on the Company’s condensed consolidated balance sheets, of $ 0.7 million as of June 30, 2023 and December 31, 2022, associated with the construction of its charging stations and in connection with one of its operating leases.

The Company had unused letters of credit, which were collateralized with cash, classified as restricted cash on the Company’s condensed consolidated balance sheets, of $ 0.7 million as of September 30, 2023 and December 31, 2022, associated with the construction of its charging stations and in connection with one of its operating leases.

Accounts Receivable and Allowance for Doubtful Accounts

4 unchanged sentences

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

Other accounts receivable of $ 1.3 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022.

Other accounts receivable of $ 1.5 million and $ 1.3 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively.

Newly Adopted Accounting Standards

19 unchanged sentences

Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2024, as amended by ASU 2022-06.

As of June 30, 2023, the Company has not adopted any expedients and exceptions under ASU 2020-04.

As of September 30, 2023, the Company has not adopted any expedients and exceptions under ASU 2020-04.

The Company will continue to evaluate the impact of ASU 2020-04 on its condensed consolidated financial statements.

Note 3 – Revenue Recognition

The table below presents a disaggregation of EVgo’s revenue for the three and six months ended June 30, 2023 and 2022:

The table below presents a disaggregation of EVgo’s revenue for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

7 unchanged sentences

Total revenue

The following table provides information about contract assets and liabilities from contracts with customers as of June 30, 2023 and December 31, 2022:

The following table provides information about contract assets and liabilities from contracts with customers as of September 30, 2023 and December 31, 2022:

September 30,

(dollars in thousands)

1 unchanged sentence

Contract liabilities

As of June 30, 2023, there were $ 1.7 million in contract assets compared to $ 2.9 million as of December 31, 2022 The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer.

Contract liabilities as of June 30, 2023 increased $ 12.5 million, or 22 %, to $ 70.2 million compared to $ 57.8 million as of December 31, 2022.

As of September 30, 2023 there were $ 0.5 million in contract assets compared to $ 2.9 million as of December 31, 2022 The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer.

Contract liabilities as of September 30, 2023 increased $ 19.2 million, or 33 %, to $ 77.0 million compared to $ 57.8 million as of December 31, 2022.

The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied.

The following table presents the change in contract liabilities during the six months ended June 30, 2023:

Six Months Ended

The following table presents the change in contract liabilities during the nine months ended September 30, 2023:

Nine Months Ended

(in thousands)

June 30, 2023

September 30, 2023

Balance as of December 31, 2022

1 unchanged sentence

Marketing activities recognized on a net basis

Balance as of June 30, 2023

Revenues related to contract liabilities for the three and six months ended June 30, 2023 and 2022 included the following:

Balance as of September 30, 2023

Revenues related to contract liabilities for the three and nine months ended September 30, 2023 and 2022 included the following:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Amounts associated with performance obligations satisfied in previous periods

It is anticipated that deferred revenue as of June 30, 2023 will be recognized in the following periods ending December 31:

It is anticipated that deferred revenue as of September 30, 2023 will be recognized in the following periods ending December 31:

(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, 2023 and December 31, 2022, there were $ 11.4 million and $ 8.7 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, 2023 and December 31, 2022, there was $ 12.0 million and $ 8.7 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

Note 4 – Lease Accounting

5 unchanged sentences

The Company has not entered into any finance leases.

The Company has estimated operating lease commitments of $ 45.5 million for leases where the Company has not yet taken possession of the underlying asset as of June 30, 2023.

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, 2023.

For the three and six months ended June 30, 2023 and 2022, the Company’s lease costs consisted of the following:

The Company has estimated operating lease commitments of $ 49.7 million for leases where the Company has not yet taken possession of the underlying asset as of September 30, 2023.

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, 2023.

For the three and nine months ended September 30, 2023 and 2022, the Company’s lease costs consisted of the following:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

6 unchanged sentences

Short-term lease costs

As of June 30, 2023, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

As of September 30, 2023, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

(in thousands)

2 unchanged sentences

Total discounted operating lease liabilities

Other supplemental and cash flow information for the six months ended June 30, 2023 and 2022, consisted of the following:

Six Months Ended

Other supplemental and cash flow information for the nine months ended September 30, 2023 and 2022, consisted of the following:

Nine Months Ended

September 30,

(dollars in thousands)

5 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 five 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, or included in operating lease right-of-use assets on the condensed consolidated balance sheets.

For the three and six months ended June 30, 2023 and 2022, the Company’s lease income consisted of the following components:

Initial lease terms are generally one to ten years with renewal options and include the ability to terminate for cause.

For leasing arrangements, classified as operating leases, the underlying asset is carried at its carrying value as owned and operated systems within property, equipment and software, net, or included in operating lease right-of-use assets on the condensed consolidated balance sheets.

For the three and nine months ended September 30, 2023 and 2022, the Company’s operating lease income consisted of the following components:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

2 unchanged sentences

Sublease income

Total lease income

As of June 30, 2023, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows:

Total operating lease income

As of September 30, 2023, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows:

(in thousands)

The components of charging equipment, charging stations, land, and subleased host sites leased to third parties under operating leases, which are included within the Company’s property, equipment and software, net, and operating lease right-of-use-assets were as follows as of June 30, 2023 and December 31, 2022:

The components of charging equipment, charging stations, land, and host sites subleased to third parties under operating leases, which are included within the Company’s property, equipment and software, net, and operating lease right-of-use-assets were as follows as of September 30, 2023 and December 31, 2022:

September 30,

(in thousands)

5 unchanged sentences

Note 5 – Property, Equipment and Software, Net

Property, equipment and software, net, consisted of the following as of June 30, 2023 and December 31, 2022:

Property, equipment and software, net, consisted of the following as of September 30, 2023 and December 31, 2022:

September 30,

(in thousands)

Charging station installation costs

Construction in process

Charging station equipment

Construction in process

Charging equipment

4 unchanged sentences

Property, equipment and software, net

Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following for the three and six months ended June 30, 2023 and 2022:

Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

8 unchanged sentences

Note 6 – Intangible Assets, Net

Intangible assets, net, consisted of the following as of June 30, 2023:

June 30, 2023

Intangible assets, net, consisted of the following as of September 30, 2023:

September 30, 2023

(in thousands)

2 unchanged sentences

Developed technology

Amortization of intangible assets was $ 2.9 million for each of the three months ended June 30, 2023 and 2022.

Amortization of intangible assets was $ 5.8 million for each of the six months ended June 30, 2023 and 2022.

Amortization of intangible assets was $ 2.9 million for each of the three months ended September 30, 2023 and 2022.

Amortization of intangible assets was $ 8.7 million for each of the nine months ended September 30, 2023 and 2022.

Note 7 – Asset Retirement Obligations

1 unchanged sentence

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

Asset retirement obligation activity for the six months ended June 30, 2023 was as follows:

Asset retirement obligation activity for the nine months ended September 30, 2023 was as follows:

(in thousands)

4 unchanged sentences

Liabilities settled

Balance as of June 30, 2023

Balance as of September 30, 2023

Note 8 – Equity

12 unchanged sentences

Deferred issuance costs will offset additional paid-in capital on a pro rata basis as the available shares on the shelf offering are issued.

For the six months ended June 30, 2023, $ 0.4 million of costs were recorded as additional paid-in capital as a reduction of proceeds.

As of June 30, 2023 and December 31, 2022, $ 0.8 million and $ 1.0 million, respectively, of deferred issuance costs were included in other current assets.

For the nine months ended September 30, 2023, $ 0.4 million of costs were recorded as additional paid-in capital as a reduction of proceeds.

As of September 30, 2023 and December 31, 2022, $ 1.0 million of deferred issuance costs was included in other current assets.

Note 9 – Commitments and Contingencies

2 unchanged sentences

The stalls will be located at the Pilot Company sites across the U.S.

completion of pre-engineering and development work, the progress of construction at each site and for each charger procured by EVgo.

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned, and the 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, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site.

50 unchanged sentences

Purchase Commitments

As of June 30, 2023, EVgo had $ 56.1 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, all of which were short-term.

As of September 30, 2023, EVgo had $ 76.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, all of which were short-term.

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

During the six months ended June 30, 2023, EVgo entered into $ 12.2 million in material commitments to third parties.

As of September 30, 2023, EVgo had $ 14.7 million in other material commitments to third parties.

Note 10 – Fair Value Measurements

1 unchanged sentence

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 to 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 and 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, 2023 and December 31, 2022:

September 30,

(in thousands)

7 unchanged sentences

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

September 30,

Risk-free interest rate

Expected term (in years)

Expected restriction period (in years)

Expected volatility

3 unchanged sentences

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

As of June 30, 2023 and December 31, 2022, the Private Placement Warrants were measured by reference to the trading price of the Public Warrants, which is considered a Level 2 fair value measurement.

The following table presents a reconciliation for the earnout liability, which was the only liability measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2023:

As of December 31, 2022, the Private Placement Warrants were measured by reference to the trading price of the Public Warrants, which is considered a Level 2 fair value measurement.

As of March 31, 2023, the Private Placement Warrants were valued using the Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement.

Assumptions used in the valuation of the Private Placement Warrant liability using the Monte Carlo method simulation methodology are as follows:

Risk-free interest rate

Expected term (in years)

Expected volatility

Dividend rate

Exercise price

As of June 30, 2023, the Private Placement Warrants were measured by reference to the trading price of the Public Warrants, which is considered a Level 2 fair value measurement.

As of September 30, 2023, the Private Placement Warrants were valued using a Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement.

Assumptions used in the valuation of the Private Placement Warrant liability using the Monte Carlo simulation methodology are as follows:

September 30,

Risk-free interest rate

Expected term (in years)

Expected volatility

Dividend rate

Exercise price

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 nine months ended September 30, 2023:

(in thousands)

1 unchanged sentence

Change in fair value of liability

Transfers into Level 3

Fair value as of March 31, 2023

Change in fair value of liability

Transfers out of Level 3

Fair value as of June 30, 2023

There were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2023.

Change in fair value of liability

Transfers into Level 3

Fair value as of September 30, 2023

The carrying values of certain accounts such as cash, restricted cash, accounts receivable, other current assets, accounts payable and accrued expenses are deemed to approximate their fair values due to their short-term nature.

The fair values of the Company’s money market funds are based on quoted prices in active markets for identical assets.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2023 or December 31, 2022.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2023 or December 31, 2022.

Note 11 – Income Taxes

1 unchanged sentence

All income (loss) before income taxes is generated in the U.S.

For the three and six months ended June 30, 2023 and 2022, the Company’s provision for income taxes and effective tax rates were de minimis primarily due to the Company’s full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership.

The Company’s provision for income taxes and effective tax rates reflect the impact of a 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, the Company was not a taxable entity for U.S.

5 unchanged sentences

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 established a full valuation allowance against its net deferred tax assets as of June 30, 2023 and December 31, 2022 .

The Company files income tax returns in the U.S.

at the federal level and in various state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception.

As of June 30, 2023 and

December 31, 2022, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

Note 12 – Tax Receivable Agreement

6 unchanged sentences

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, 2023, 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 13 – Net (Loss) Income Per Share

The following table sets forth the computation of basic and diluted net (loss) income per share for the three and six months ended June 30, 2023 and 2022:

As of September 30, 2023, 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 13 – Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

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

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

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 (loss) income per share – basic

Net (loss) income per share – diluted

Weighted average common stock outstanding, basic and diluted

Net loss per share – basic and diluted

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

Three Months Ended

Six Months Ended

For the periods in which net loss per share is presented, the Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net 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)

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Stock options

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted net (loss) income per share because their vesting threshold (i.e., the $ 15.00 triggering event) had not yet been met as of June 30, 2023 and 2022.

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted net loss per share because their vesting threshold (i.e., the $ 15.00 triggering event) had not yet been met as of September 30, 2023 and 2022.

Note 14 – 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 for the three and six months ended June 30, 2023 and 2022:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

2 unchanged sentences

Total share-based compensation expense

During the three months ended September 30, 2023, the Company entered into a transition agreement with Catherine Zoi and certain other parties in connection with Ms.

Zoi’s anticipated resignation as the Company’s Chief Executive Officer.

Pursuant to the transition agreement, subject to certain conditions, Ms.

Zoi shall be deemed to have remained in continuous employment with the Company or its affiliates through April 30, 2024, for purposes of vesting, settlement, and exercisability of her outstanding and unvested Company RSUs and stock options, and Ms.

Zoi shall vest in her Time Vesting Incentive Units (as defined below) on January 16, 2024.

Zoi will additionally vest in her Sale Vesting Incentive Units (as defined below) upon the consummation of a sale of the Company during the six month period following Ms.

Zoi’s separation date, if such a sale transaction were to occur.

The Company determined that these provisions represented a modification of the existing awards, resulting in the cumulative compensation cost recognized for the original RSU, stock option, and Time Vesting Incentive Unit awards being zero immediately prior to the modification as none of the awards were otherwise expected to vest.

The incremental fair value of the modified RSU, stock option and Time Vesting Incentive Unit awards of $ 4.2 million will be recognized over the period from the modification date to the separation date.

The incremental fair value of the modified Sale Vesting Incentive Unit awards was $ 6.1 million.

The fair value of the modified awards is reflected in the weighted average grant date fair value of the Company’s unvested RSUs and Incentive Units (as defined below) as of September 30, 2023 in the tables below.

2021 Long Term Incentive Plan

1 unchanged sentence

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, 2023, there were 23,509,809 shares of Class A common stock available for grant.

As of September 30, 2023, there were 22,262,930 shares of Class A common stock available for grant.

Stock Options

The following table summarizes stock option activity for the six months ended June 30, 2023:

Weighted Average

Shares Underlying

Weighted Average

The following table summarizes stock option activity for the nine months ended September 30, 2023:

(shares in thousands)

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Outstanding as of December 31, 2022

Outstanding as of June 30, 2023

Outstanding and exercisable as of June 30, 2023

As of June 30, 2023, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 3.9 million, which is expected to be recognized over a weighted average period of 1.6 years.

No stock options were exercised during the six months ended June 30, 2023.

The fair values of stock options granted during the six months ended June 30, 2023 were computed using Black-Scholes or the Hull-White option-pricing models with the assumptions described below.

Since the Company has limited historical volatility information available, the expected volatility was based on a weighted average between the actual volatility for comparable public companies and the actual volatility for the Company which was shorter than the expected term of the options.

Forfeited or expired

Outstanding as of September 30, 2023

Exercisable as of September 30, 2023

As of September 30, 2023, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 2.6 million, which is expected to be recognized over a weighted average period of 1.5 years.

No stock options were exercised during the nine months ended September 30, 2023.

The fair values of stock options granted and modified during the three and nine months ended September 30, 2023 were computed using the Black-Scholes or the Hull-White option-pricing models, in order to ensure that the valuation reflected all substantive characteristics of the instruments, with the assumptions described below.

For valuations where the Company had limited historical volatility information available, the expected volatility was based on a weighted average between the actual volatility for comparable public companies and the actual volatility for the Company, if shorter than the expected term of the options.

The expected life under the Black-Scholes model was estimated using the simplified method.

The expected life under the Black-Scholes model was estimated using the simplified method or full remaining term, based on whether or not the participant was expected to exercise the option.

The expected life under the Hull-White model was calculated as the average time to achieve the 2.8x strike exercise price in the simulation.

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Restricted Stock Units

The table below represents the Company’s RSU activity under the 2021 Incentive Plan during the six months ended June 30, 2023:

The table below represents the Company’s RSU activity under the 2021 Incentive Plan during the nine months ended September 30, 2023:

(shares in thousands)

Unvested as of December 31, 2022

Unvested and outstanding as of June 30, 2023

The total fair value of RSUs vested during the six months ended June 30, 2023 was $ 7.7 million.

As of June 30, 2023, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 31.5 million, which is expected to be recognized over a weighted average period of 1.5 years .

Unvested as of September 30, 2023 1

1 Weighted average grant date fair value reflects the impact of modified awards .

The total fair value of RSUs vested during the nine months ended September 30, 2023 was $ 8.2 million.

As of September 30, 2023, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 29.4 million, which is expected to be recognized over a weighted average period of 1.5 years .

EVgo Management Holdings, LLC Incentive Units

3 unchanged sentences

Sale Vesting Incentive Units vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings.

Presented below is a summary of the activity of the Company’s Incentive Units during the six months ended June 30, 2023:

Presented below is a summary of the activity of the Company’s Incentive Units during the nine months ended September 30, 2023:

(units in thousands)

Unvested as of December 31, 2022

Unvested and outstanding as of June 30, 2023

As of June 30, 2023, the Company’s unrecognized share-based compensation expense related to unvested Incentive Units was approximately $ 5.6 million, which is expected to be recognized over a weighted average period of 1.2 years.

Unvested as of September 30, 2023 1

1 Weighted average grant date fair value reflects the impact of modified awards .

As of September 30, 2023, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was approximately $ 2.4 million, which is expected to be recognized over a weighted average period of 0.5 years.

As of September 30, 2023, unrecognized share-based compensation expense related to unvested Sale Vesting Incentive Units was approximately $ 8.0 million, which is contingent upon the occurrence of a sale event.

The fair value of Incentive Units modified during the three and nine months ended September 30, 2023 were calculated using the Monte Carlo simulation model.

Assumptions used in the valuation of the modified Incentive Units are as follows:

Risk-free interest rate

Discount for lack of marketability

Expected volatility

Time to exit (in years)

Note 15 – Redeemable Noncontrolling Interest

As of June 30, 2023 and December 31, 2022, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 65.6 % and a 73.6 % economic ownership interest, respectively, 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 that same number of shares of the Company’s Class B common stock, representing a 65.5 % and a 73.4 % voting interest, respectively, in the Company.

As of September 30, 2023 and December 31, 2022, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 65.6 % and a 73.6 % economic ownership interest, respectively, 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 that same number of shares of the Company’s Class B common stock, representing a 65.4 % and a 73.4 % voting interest, respectively, 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.

7 unchanged sentences

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

The following is a reconciliation of changes in redeemable noncontrolling interest for the six months ended June 30, 2023:

The following is a reconciliation of changes in redeemable noncontrolling interest for the nine months ended September 30, 2023:

(in thousands)

3 unchanged sentences

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

Balance as of June 30, 2023

Balance as of September 30, 2023

Note 16 – Subsequent Events

In July 2023, the Company granted approximately 1,300,000 restricted stock units to employees under the EVgo Inc.

2021 Long Term Incentive Plan.

The fair value of the restricted stock units awarded was $ 5.2 million, which was estimated on the date 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 annually 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.

In November 2023, subsidiaries of the Company (the “Real Estate Subsidiaries”) sold three parcels of real estate for an aggregate purchase price of $ 16.5 million and the Company received aggregate net proceeds of $ 14.6 million.

Concurrently with the closing of the sale transactions, the Real Estate Subsidiaries also entered into lease agreements with the purchaser of the three parcels, pursuant to which the Real Estate Subsidiaries will lease the parcels for an initial term of ten years , with six 5 -year renewal options.

The Real Estate Subsidiaries have conditional termination rights under the leases.

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