What changed in this filing

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Item 1. Financial Statements

2024-05-07 compared with 2023-11-08 · 219 added, 348 removed, 374 unchanged (60% 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 $ 1,016 and $ 687 as of September 30, 2023 and December 31, 2022, respectively

Accounts receivable, net of allowance of $ 1,327 and $ 1,116 as of March 31, 2024 and December 31, 2023, respectively

Accounts receivable, capital-build

3 unchanged sentences

Operating lease right-of-use assets

Restricted cash

Intangible assets, net

Liabilities, redeemable noncontrolling interest and stockholders’ deficit

Liabilities, redeemable noncontrolling interest and stockholders’ equity (deficit)

Current liabilities

3 unchanged sentences

Deferred revenue, current

Customer deposits

Other current liabilities

11 unchanged sentences

Condensed Consolidated Balance Sheets (continued)

September 30,

(in thousands, except share data)

Redeemable noncontrolling interest

Stockholders’ deficit

Stockholders’ equity (deficit)

Preferred stock, $ 0.0001 par value;

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

10,000,000 shares authorized as of March 31, 2024 and December 31, 2023;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

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

1,200,000,000 shares authorized as of March 31, 2024 and December 31, 2023;

105,436,632 and 102,935,965 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of March 31, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.0001 par value;

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

400,000,000 shares authorized as of March 31, 2024 and December 31, 2023;

195,800,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficit

Total liabilities, redeemable noncontrolling interest and stockholders’ deficit

Total stockholders’ equity (deficit)

Total liabilities, redeemable noncontrolling interest and stockholders’ equity (deficit)

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

and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Condensed Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

Cost of revenue

Depreciation, net of capital-build amortization

Charging, retail

Charging, commercial

Charging, OEM

Regulatory credit sales

Total charging network

Total revenue

Cost of sales

Gross profit (loss)

General and administrative expenses

Charging network

Depreciation, net of capital-build amortization

Total cost of sales

Operating expenses

General and administrative

Depreciation, amortization and accretion

1 unchanged sentence

Operating loss

Interest expense

Interest income

Other income (expense), net

Other (expense) income, net

Change in fair value of earnout liability

6 unchanged sentences

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

Other comprehensive loss, net of tax

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.

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2023

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2024 and 2023

Class A Common Stock

2 unchanged sentences

(in thousands)

Equity (Deficit)

Balance, December 31, 2023

3 unchanged sentences

Balance, March 31, 2024

( 1,051,018 )

( 1,050,991 )

Share-based compensation

Issuance of Class A common stock under the equity offering, net of issuance costs

Issuance of Class A common stock under the ATM, net of issuance costs

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

Redeemable noncontrolling interest adjustment to fair value

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

Excludes $ 18.4 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.

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2022

Class A Common Stock

Class B Common Stock

Comprehensive

Stockholders’

1 unchanged sentence

Balance, December 31, 2022

( 1,358,358 )

( 1,358,331 )

Share-based compensation

Warrants exercised and release of warrant liability

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

3 unchanged sentences

( 1,050,991 )

Share-based compensation

Warrants exercised and release of warrant liability

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

Net unrealized loss on available-for-sale securities

Redeemable noncontrolling interest adjustment to fair value

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 $ 36.0 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

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

8 unchanged sentences

Accounts receivable, net

Receivables from related parties

Prepaid expenses, other current assets and other assets

1 unchanged sentence

Accounts payable

Payables to related parties

Accrued liabilities

Deferred revenue

Customer deposits

Other current and noncurrent liabilities

1 unchanged sentence

Cash flows from investing activities

Purchases of property, equipment and software

Capital expenditures

Proceeds from insurance for property losses

Purchases of investments

Proceeds from sale of investments

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of Class A common stock under the ATM

Proceeds from issuance of Class A common stock under the equity offering

Proceeds from capital-build funding

Proceeds from exercise of warrants

Payments of deferred transaction costs

Payments of deferred debt issuance costs

Payments of deferred equity issuance costs

Net cash provided by financing activities

2 unchanged sentences

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

Fair value adjustment to redeemable noncontrolling interest

Purchases of property and equipment in accounts payable and accrued liabilities

Non-cash increase in accounts receivable, capital-build, and capital-build liability

Capital expenditures in accounts payable and accrued liabilities

Non-cash increase in capital-build liability

Deferred debt issuance costs in accounts payable and accrued liabilities

Non-cash increase in asset retirement obligations

Transaction costs in accounts payable and accrued liabilities

Issuance costs in accounts payable and accrued liabilities

Share-based compensation capitalized to property, equipment and software

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

10 unchanged sentences

(“LS Power”), completed an acquisition of EVgo Services, pursuant to the merger agreement (the “Holdco Merger Agreement”) among EVgo Services, its investors and EVgo Holdco, whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control of EVgo Services (the “Holdco Merger”).

EVgo Holdco had no operations prior to the Holdco Merger.

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.

LS Power formed EVgo Holdings, LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction.

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

1 unchanged sentence

On October 2, 2020, the Company completed its initial public offering (the “Initial Public Offering”).

Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $ 1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $ 6,600,000 .

On July 1, 2021 (the “CRIS Close Date”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS, CRIS Thunder Merger LLC (“Thunder Sub”), EVgo Holdings, EVgo Holdco and EVgo OpCo, LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021 (the “Business Combination Agreement”).

Following the CRIS Close Date, the combined company is organized in an “Up-C” structure in which the business of EVgo Holdco and its subsidiaries is held by EVgo OpCo and continues to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub, which, in turn, holds only common units in EVgo OpCo (“EVgo OpCo Units”).

On May 22, 2023, in connection with an underwritten equity offering, EVgo Member Holdings, an affiliate of EVgo Holdings, the Company’s controlling shareholder, purchased 5,882,352 shares of the Company’s Class A common stock at the equity offering price of $ 4.25 per share.

On May 22, 2023, in connection with an underwritten equity offering, EVgo Member Holdings, LLC, an affiliate of EVgo Holdings, the Company’s controlling shareholder, purchased 5,882,352 shares of the Company’s Class A common stock at the equity offering price of $ 4.25 per share.

As the sole managing member of EVgo OpCo, Thunder Sub operates and controls all of the business and affairs of EVgo OpCo and through EVgo OpCo and its subsidiaries, conducts its business.

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 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.

Accordingly, the Company consolidates the financial results of EVgo OpCo and records a redeemable noncontrolling interest in its consolidated financial statements to reflect the EVgo OpCo Units that are owned by EVgo Holdings.

As of March 31, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 64.8 % and 65.4 %, respectively, of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock.

As of March 31, 2024 and December 31, 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 voting interest of 66.8 % and 67.4 %, respectively, 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”).

1 unchanged sentence

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements are unaudited and are presented in accordance with GAAP for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC.

The accompanying condensed consolidated financial statements are unaudited and are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC.

References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

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 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 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’ equity (deficit) and condensed consolidated statements of cash flows for the periods presented.

The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 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, 2023 (the “Annual Report”).

3 unchanged sentences

Use of Estimates

The condensed consolidated financial statements have been prepared in accordance with GAAP.

The preparation of EVgo’s condensed consolidated financial statements requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities.

Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices for performance obligations for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use assets and liabilities, reporting units used in goodwill impairment tests, share-based compensation, earnout liability, and warrant liabilities.

Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices for performance obligations for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, earnout liability, and warrant liabilities.

Management bases these estimates on its historical experience and various other assumptions that it believes to be reasonable under the circumstances.

4 unchanged sentences

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

At times, a portion of deposit balances may be in excess of federal insurance limits.

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

A portion of deposit balances may be in excess of federal insurance limits.

The Company has not experienced any losses on such accounts.

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 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 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.

The Company had two customers that collectively comprised 42.0 % of the Company’s total net accounts receivable as of March 31, 2024.

The Company had two customers that collectively comprised 45.7 % of the Company’s total net accounts receivable as of December 31, 2023.

For the three months ended March 31, 2024, one customer represented 34.4 % of total revenue.

For the three months ended March 31, 2023, two customers collectively represented 51.4 % of total revenue.

For the three months ended March 31, 2024 and 2023, one vendor provided 77.7 % and 84.3 %, respectively, of EVgo’s total charging equipment.

Reclassifications

3 unchanged sentences

and are stated at cost.

Cash equivalents are carried at fair value and are primarily invested in money market funds.

Cash equivalents are carried at fair value and are invested in money market funds.

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 September 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 March 31, 2024 and December 31, 2023, 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 $ 1.5 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

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.

The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.

The adoption of the standard will impact future business combinations and require the Company to measure acquired contract assets and liabilities in accordance with ASC 606.

The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption.

The Company adopted ASU 2021-08 prospectively on January 1, 2023.

The adoption of this standard did not have any impact on the condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASC 326”).

The amendments in ASC 326 will provide more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

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.

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 adopted ASC 326 prospectively as of January 1, 2023.

The adoption of this standard did not materially impact the Company’s condensed consolidated results of operations or financial position.

Other accounts receivable of $ 1.9 million and $ 2.7 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively.

Recently Issued Accounting Standards

5 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 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.

The Company has not identified any contracts, hedging relationships or other transactions impacted by reference rate reform and therefore does not expect any impact resulting from the adoption of ASU 2020-04 on the Company’s consolidated results of operations or financial position.

In November 2023, the FASB issued ASU 2023-07, ASC Subtopic 280 “ Segment Reporting — Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”).

ASU 2023-07 requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

ASU 2023-07 provides for significant segment expense categories and amounts for each reportable segment and an aggregate amount and description of other segment items included in each reported measure of segment profit or loss beyond the significant segment expenses for each reportable segment;

permits the disclosure of multiple measures of segment profit or loss for each reportable segment,

subject to a minimum disclosure of the measure of segment profit or loss that is most consistent with the amounts included in the financial statements (consistent with current guidance);

confirms that all disclosures required in the segments guidance apply to all public entities, including those with a single operating or reportable segment;

requires disclosure of the title and position of the individual or the name of the group identified as the CODM in the financial statements;

and requires disclosure of how the CODM uses each reported measure of segment profit or loss to assess performance and allocate resources to the segment.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, ASC Subtopic 740 “ Income Taxes — Improvements to Income Tax Disclosures ” (“ASU 2023-09”), which is designed to increase transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, ASC Subtopic 718 “ Compensation – Stock Compensation ” (“ASU 2024-01”) to provide illustrative examples to determine whether profits interest awards are share-based payment arrangements in the scope of ASC 718, or cash bonus or profit-sharing arrangements in the scope of ASC 710, Compensation .

ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods and should be applied either retrospectively to all prior periods presented or prospectively to profits interest and similar awards granted or modified on or after the date at which the amendments are first applied.

Early adoption is permitted.

The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.

Note 3 – Revenue Recognition

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

Nine Months Ended

September 30,

(in thousands)

Charging revenue, retail

Charging revenue, commercial

Charging revenue, OEM

Regulatory credit sales

Network revenue, OEM

eXtend revenue

Ancillary revenue

Total revenue

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,

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

(dollars in thousands)

1 unchanged sentence

Contract liabilities

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.

As of March 31, 2024 there was $ 1.1 million in contract assets compared to $ 1.2 million as of December 31, 2023.

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 March 31, 2024 increased $ 1.3 million, or 1 %, to $ 88.7 million compared to $ 87.4 million as of December 31, 2023.

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 nine months ended September 30, 2023:

Nine Months Ended

The following table provides the activity for the contract liabilities recognized:

(in thousands)

September 30, 2023

Balance as of December 31, 2023

1 unchanged sentence

Marketing activities recognized on a net basis

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:

Balance as of March 31, 2024

Revenues include the following:

Three 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 September 30, 2023 will be recognized in the following periods ending December 31:

It is anticipated that deferred revenue as of March 31, 2024 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 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.

As of March 31, 2024 and December 31, 2023, there was $ 18.3 million and $ 17.2 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

1 unchanged sentence

The Company has entered into agreements with Site Hosts, which allow the Company to operate charging stations on the Site Hosts’ property.

Additionally, the Company leases offices, off-site charging hubs, a warehouse and laboratory space under agreements with third-party landlords.

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

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

Original lease terms generally range from one to 15 years and generally leases contain renewal options that can extend the term for up to an additional five years .

Original lease terms generally range from one to 15 years and certain leases contain renewal options that can extend the term for up to an additional five years .

The Company has not entered into any finance leases.

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:

The Company has estimated operating lease commitments of $ 48.4 million for leases where the Company has not yet taken possession of the underlying asset as of March 31, 2024.

As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of March 31, 2024.

The Company’s lease costs consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Operating lease costs

Cost of sales

Charging network cost of sales

General and administrative expenses

Variable lease costs

Cost of sales

Charging network cost of sales

General and administrative expenses

Short-term lease costs

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

As of March 31, 2024, 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 nine months ended September 30, 2023 and 2022, consisted of the following:

Nine Months Ended

September 30,

Other supplemental and cash flow information consisted of the following:

Three Months Ended

(dollars in thousands)

2 unchanged sentences

Cash paid for amounts included in measurement of operating lease liabilities

Right-of-use assets obtained in exchange for new operating lease liabilities

ROU assets obtained in exchange for new operating lease liabilities

Lessor Accounting

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 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:

Initial lease terms are generally one to ten years and may contain renewal options .

Because the leasing arrangements the Company enters into with lessees are operating leases, the underlying asset is carried at its carrying value as property, equipment and software, net, or included in operating lease ROU assets on the condensed consolidated balance sheets.

The Company’s operating lease income consisted of the following components:

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Operating lease income:

Fixed lease income

Charging, commercial revenue

Sublease income:

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:

Ancillary revenue

As of March 31, 2024, 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 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,

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 ROU assets were as follows as of:

(in thousands)

Charging station equipment and construction costs

Land and building

accumulated depreciation

Property, equipment and software, net

Operating lease right-of-use assets

Operating lease ROU assets

Note 5 – Property, Equipment and Software, Net

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

September 30,

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

(in thousands)

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Charging equipment

Land and building

Office equipment, vehicles and other

2 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 nine months ended September 30, 2023 and 2022:

Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

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Note 6 – Intangible Assets, Net

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

September 30, 2023

Intangible assets, net, consisted of the following as of March 31, 2024:

(in thousands)

2 unchanged sentences

Developed technology

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.

Amortization of intangible assets was $ 2.6 million and $ 2.9 million for the three months ended March 31, 2024 and 2023, respectively.

Note 7 – Asset Retirement Obligations

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

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

Asset retirement obligation activity was as follows:

(in thousands)

2 unchanged sentences

Accretion expense

Change in estimate

Liabilities settled

Balance as of September 30, 2023

Balance as of March 31, 2024

Note 8 – Equity

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and Goldman Sachs & Co.

LLC as sales agents, pursuant to which the Company may sell up to $ 200.0 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”).

In April 2023, EVgo sold 889,340 shares of Class A common stock pursuant to the ATM Program, with aggregate gross proceeds of $ 5.8 million.

After deducting commissions of $ 0.1 million, the Company received net proceeds of approximately $ 5.7 million.

Equity Offering

During the three months ended June 30, 2023, the Company completed an underwritten equity offering of 30,123,129 shares of Class A common stock at an offering price of $ 4.25 per share with aggregate gross proceeds of $ 128.0 million.

The Company received net proceeds of $ 123.4 million, after deducting $ 4.6 million in underwriting discounts and commissions and other offering costs.

Issuance Costs

In connection with the issuance of Class A common stock through the ATM Program and the equity offering, in addition to the discounts and commissions deducted from the gross proceeds, the Company incurred direct and incremental issuance costs, consisting primarily of legal, accounting, and other professional fees.

Issuance costs directly attributable to the offering are recorded to additional paid-in capital as a reduction of proceeds.

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 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.

LLC as sales agents, pursuant to which the Company may sell up to $ 200.0

million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”).

As of March 31, 2024, the Company had $ 183.5 million of remaining capacity under the ATM Program.

Note 9 – Commitments and Contingencies

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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.

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

The Pilot Infrastructure Agreement includes customary events of default such as those resulting from insolvency, material breaches, and extended unexcused noncompliance, in each case subject to applicable notice and cure periods and other customary limitations on the parties’ ability to seek available remedies, including early termination.

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

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

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

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

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

Similar to the Pilot Infrastructure Agreement, the Pilot O&M includes customary events of default and related remedies.

Delta Charger Supply Agreement and Purchase Order

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EVgo is required to purchase a minimum of 1,000 chargers from Delta under the Purchase Order and may, at EVgo’s election, increase the number of chargers it purchases from Delta to 1,100 .

T he Purchase Order was amended in August 2023 to provide for certain Delta chargers to be manufactured in Delta’s facility in Plano, Texas rather than in Taiwan.

General Motors Agreement

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

The GM Agreement has been amended several times to expand the overall number of charger stalls to be installed from 2,750 to 3,250 , adjust charger stall installation targets, extend the completion deadline to March 31, 2026, and provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and maintain a specified uptime percentage (described below) over the term of the agreement.

Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed, and GM is required to make certain payments based on charger stalls installed.

Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 44 % of which are required to be installed by December 31, 2023.

Meeting these milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop.

The GM Agreement has been amended several times to expand the overall number of charger stalls to be installed from 2,750 to 3,250 , adjust charger stall installation targets, extend the completion deadline to March 31, 2026, provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, and maintain a specified uptime percentage (described below) over the term of the agreement.

Pursuant to the GM Agreement,

EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed, and GM is required to make certain payments based on charger stalls installed.

Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 50 % of which were required to be and were installed by March 31, 2024.

Meeting the quarterly milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop.

EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 95 % across the GM network.

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(“Nissan”) in June 2019 (the “Nissan Agreement”), that provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program.

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

The Nissan Agreement has been amended several times 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 Agreement, EVgo was obligated to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan until March 1, 2024.

Under the charging credit program provisions in the Nissan 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.

Until March 1, 2024, in the event a participant did not use the entire amount of the allocated charging credit or if the annual charging credit pool was not exhausted within a specific period, a portion of the remaining dollar value of such credit rolled over to subsequent periods, and a portion was retained by the Company.

After March 1, 2024, Nissan is required to make additional payments to the extent needed to support charging credits for new enrollees, and unused funds from such additional payments will be returned to Nissan at the end of the term.

For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee.

1 unchanged sentence

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, which could result in an adjustment to the consideration received by the Company under the Nissan Agreement.

EVgo and Nissan previously agreed to amend the Nissan 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.

The contract is accounted for under ASC 606, which includes performance obligations related to memberships, charging credits and joint marketing activities.

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

The contract is accounted for under ASC 606, which includes performance obligations related to memberships, charging credits and

joint marketing activities.

The capital-build program is considered a set-up activity and not a performance obligation under ASC 606.

10 unchanged sentences

Purchase Commitments

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.

As of March 31, 2024, EVgo had $ 39.5 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.

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 September 30, 2023 and December 31, 2022:

September 30,

(in thousands)

6 unchanged sentences

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

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

September 30,

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

Risk-free interest rate

5 unchanged sentences

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

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,

As of March 31, 2024, 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 as of:

Risk-free interest rate

3 unchanged sentences

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, 2024

Change in fair value of liability

Transfers out of Level 3

Fair value as of 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 carrying values of certain accounts such as cash, restricted cash, accounts receivable, prepaid expenses and 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 September 30, 2023 or December 31, 2022.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of March 31, 2024 and December 31, 2023.

Note 11 – Income Taxes

The Company’s provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo.

The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo.

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

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.

federal income tax purposes or for any of the states in which the Company operated.

On July 1, 2021, pursuant to the CRIS Business Combination, the Company became a taxable entity for U.S.

federal income tax purposes and for all of the states in which the Company operates.

In assessing the realization of its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

1 unchanged sentence

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 September 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 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.

The Company files a U.S.

federal income tax return and income tax returns in various state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception.

As of March 31, 2024 and December 31, 2023, 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 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

Nine Months Ended

September 30,

(in thousands, except per share data)

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

net loss attributable to participating securities

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

Weighted average common stock outstanding

weighted average unvested Earnout Shares outstanding

Weighted average common stock outstanding, basic and diluted

Net loss per share – basic and diluted

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 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)

Public Warrants

Private Placement Warrants

Stock options

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.

As of March 31, 2024, 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 – 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 nine months ended September 30, 2023 and 2022:

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

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Cost of sales

Other cost of sales

General and administrative expenses

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

As of March 31, 2024, there were 10,959,729 shares of Class A common stock remaining available for grant.

The nonvested performance-based restricted stock units (“PSUs”) previously issued under the 2021 Incentive Plan are subject to under- and over-achievement thresholds.

The number of shares remaining available for grant as disclosed in this paragraph was determined based on the number of PSUs whose vesting conditions were considered probable of achievement as of March 31, 2024.

Stock Options

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

The following table summarizes stock option activity under the 2021 Incentive Plan for the three months ended March 31, 2024:

(shares in thousands)

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Outstanding as of December 31, 2023

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.

Outstanding as of March 31, 2024

Exercisable as of March 31, 2024

As of March 31, 2024, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 1.1 million, which is expected to be recognized over a period of 1.4 years.

No stock options were granted or exercised during the three months ended March 31, 2024.

Restricted Stock Units

Service-Based Awards

The table below represents the Company’s restricted stock unit (“RSU”) activity under the 2021 Incentive Plan during the three months ended March 31, 2024:

(shares in thousands)

Nonvested as of December 31, 2023

Nonvested and outstanding as of March 31, 2024

The total fair value of RSUs vested during the three months ended March 31, 2024 was $ 6.2 million.

As of March 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 37.8 million, which is expected to be recognized over a period of 1.7 years .

Market-Based Awards

The Company has granted certain nonvested units, which are subject to market-based performance targets (“MSUs”) related to the attainment of certain stock price levels in order for these units to vest.

Vesting is also subject to continued service requirements through the vesting date over a period of three years from the date of grant.

Compensation expense for such nonvested stock units is recognized on a straight-line basis over the longer of the explicit service period or the derived service period for the market condition, regardless of whether the market condition has been satisfied.

The table below represents the Company’s MSU activity under the 2021 Incentive Plan for the three months ended March 31, 2024:

(shares in thousands)

Nonvested as of December 31, 2023

Nonvested as of March 31, 2024

No MSUs vested during the three months ended March 31, 2024.

The grant date fair value for such nonvested stock units was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period.

The following assumptions were used for the grants issued during the three months ended March 31, 2024.

Risk-free interest rate

Dividend yield

Expected dividend yield

Expected volatility

Expected life (in years)

Restricted Stock Units

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

Cost of equity

Remaining time to performance period end date (in years)

As of March 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 2.0 million, which is expected to be recognized over a period of 2.0 years.

Performance-Based Awards

The Company has granted certain PSUs, which vest based on the achievement of certain performance-based vesting conditions and subject to a three-year service condition.

The number of shares that may ultimately vest with respect to each award may range from 0 % up to 156 % of the target number of shares based on the achievement of certain performance-based vesting conditions related to stall counts and Adjusted EBITDA over a one year period and a relative total stockholder return (“rTSR”) performance relative to the rTSR of a select group of companies in the Clean Edge Green Energy Index over a three year period.

The maximum number of PSUs that may vest is determined based on actual Company achievement and vest over a three-year period subject to continuous service through the three-year period and achievement of the performance conditions.

Compensation expense is recognized when performance targets are defined, the grant date is established, and it is considered probable that the performance objectives will be met.

The fair value of the PSUs was calculated based on the closing price of the Company’s Class A common stock on the grant date.

The table below represents the Company’s PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2024:

(shares in thousands)

Unvested as of December 31, 2022

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 .

Nonvested as of December 31, 2023

Nonvested as of March 31, 2024

No PSUs vested during the three months ended March 31, 2024.

As of March 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 5.1 million, which is expected to be recognized over a period of 3.0 years.

EVgo Management Holdings, LLC Incentive Units

Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) that track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”).

Of each individual grant of Incentive Units, 65 % of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining portion ( 35 % of the grant) was designated as sale vesting (the “Sale Vesting Incentive Units”).

Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services employed at that time received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) designed to track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”).

Of each individual grant of Incentive Units, 65 % of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining 35 % of the grant was designated as sale vesting (the “Sale Vesting Incentive Units”).

The Time Vesting Incentive Units vest annually and equally over a period of four years from the date of grant.

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 nine months ended September 30, 2023:

Presented below is a summary of the activity of the Company’s Incentive Units during the three months ended March 31, 2024:

(units in thousands)

Unvested as of December 31, 2022

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)

Nonvested as of December 31, 2023

Nonvested as of March 31, 2024

As of March 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was approximately $ 0.3 million, which is expected to be recognized over a period of 0.8 years.

As of March 31, 2024, 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.

Note 14 – Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:

Three Months Ended

(in thousands, except per share data)

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

net loss attributable to participating securities

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

Weighted average common stock outstanding

weighted average unvested Earnout Shares outstanding

Weighted average common stock outstanding, basic and diluted

Net loss per share – basic and diluted

The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, 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 loss per share attributable to Class A common stockholders since their impact would have been antidilutive:

Three Months Ended

(in thousands)

Public Warrants

Private Placement Warrants

Stock options

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS because their vesting threshold (i.e., the $ 15.00 triggering event) had not yet been met as of March 31, 2024 and 2023.

There were approximately 1.0 million shares of MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of March 31, 2024.

Note 15 – Redeemable Noncontrolling Interest

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.

As of March 31, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 65.0 % and a 65.5 % 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 64.8 % and a 65.4 % 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.

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

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

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

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 nine months ended September 30, 2023:

The following is a reconciliation of changes in the redeemable noncontrolling interest for the three months ended March 31, 2024:

(in thousands)

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

Balance as of September 30, 2023

Note 16 – Subsequent Events

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.

Balance as of March 31, 2024

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