What changed in this filing

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Item 1. Financial Statements

2024-08-01 compared with 2024-05-07 · 117 added, 88 removed, 505 unchanged (29% of the section changed)

5 unchanged sentences

Cash, cash equivalents and restricted cash

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

Accounts receivable, net of allowance of $ 553 and $ 1,116 as of June 30, 2024 and December 31, 2023, respectively

Accounts receivable, capital-build

27 unchanged sentences

Preferred stock, $ 0.0001 par value;

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

10,000,000 shares authorized as of June 30, 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 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

1,200,000,000 shares authorized as of June 30, 2024 and December 31, 2023;

105,744,772 and 102,935,965 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of June 30, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.0001 par value;

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

400,000,000 shares authorized as of June 30, 2024 and December 31, 2023;

195,800,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands, except per share data)

15 unchanged sentences

Interest income

Other (expense) income, net

Other expense, net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other income (expense), net

Total other income, net

Loss before income tax expense

6 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2024 and 2023

For the Six Months Ended June 30, 2024

Class A Common Stock

8 unchanged sentences

Balance, March 31, 2024

Share-based compensation

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

Redeemable noncontrolling interest adjustment to fair value

Balance, June 30, 2024

Excludes $ 18.4 million of net loss attributable to redeemable noncontrolling interest.

Excludes $ 19.2 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’ Equity (Deficit)

For the Six Months Ended June 30, 2023

Class A Common Stock

9 unchanged sentences

( 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

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.

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in thousands)

20 unchanged sentences

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

2 unchanged sentences

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash, beginning of period

7 unchanged sentences

Share-based compensation capitalized to property, equipment and software

Deferred equity issuance costs in accounts payable and accrued liabilities

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

20 unchanged sentences

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.

As of June 30, 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 June 30, 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 66.7 % 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”).

5 unchanged sentences

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”).

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period.

GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued.

13 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 42.0 % of the Company’s total net accounts receivable as of March 31, 2024.

The Company had three customers that collectively comprised 54.3 % of the Company’s total net accounts receivable as of June 30, 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.

For the three months ended June 30, 2024 and June 30, 2023, one customer represented 41.5 % and 65.7 % of total revenue, respectively.

For the six months ended June 30, 2024 and June 30, 2023, one customer represented 38.3 % and 57.3 % of total revenue, respectively.

For the three months ended June 30, 2024 and June 30, 2023, two vendors collectively provided 93.5 % and 84.7 % of EVgo’s total charging equipment, respectively.

For the six months ended June 30, 2024 and June 30, 2023, two vendors collectively provided 89.5 % and 85.2 % of EVgo’s total charging equipment, respectively.

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 March 31, 2024 and December 31, 2023, 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 June 30, 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 $ 1.9 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.

Other accounts receivable of $ 1.6 million and $ 2.7 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

Recently Issued Accounting Standards

8 unchanged sentences

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);

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;

17 unchanged sentences

Contract liabilities

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

As of June 30, 2024 there was $ 2.9 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.

Contract liabilities as of June 30, 2024 increased $ 5.5 million, or 6 %, to $ 92.9 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.

4 unchanged sentences

Marketing activities recognized on a net basis

Balance as of March 31, 2024

Balance as of June 30, 2024

Revenues include the following:

Three Months Ended

Six Months Ended

(in thousands)

1 unchanged sentence

Amounts associated with performance obligations satisfied in previous periods

It is anticipated that deferred revenue as of March 31, 2024 will be recognized in the following periods ending December 31:

It is anticipated that deferred revenue as of June 30, 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 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.

As of June 30, 2024 and December 31, 2023, there was $ 19.1 million and $ 26.4 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 $ 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 has estimated operating lease commitments of $ 40.0 million for leases where the Company has not yet taken possession of the underlying asset as of June 30, 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 June 30, 2024.

The Company’s lease costs consisted of the following:

Three Months Ended

Six Months Ended

(in thousands)

6 unchanged sentences

Short-term lease costs

As of March 31, 2024, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

As of June 30, 2024, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

(in thousands)

3 unchanged sentences

Other supplemental and cash flow information consisted of the following:

Three Months Ended

Six Months Ended

(dollars in thousands)

9 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

3 unchanged sentences

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:

As of June 30, 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)

18 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

8 unchanged sentences

Note 6 – Intangible Assets, Net

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

Intangible assets, net, consisted of the following as of June 30, 2024:

(in thousands)

2 unchanged sentences

Developed technology

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

Amortization of intangible assets was $ 2.5 million and $ 2.9 million for the three months ended June 30, 2024 and 2023, respectively.

Amortization of intangible assets was $ 5.2 million and $ 5.8 million for the six months ended June 30, 2024 and 2023, respectively.

Note 7 – Asset Retirement Obligations

7 unchanged sentences

Liabilities settled

Balance as of March 31, 2024

Balance as of June 30, 2024

Note 8 – Equity

2 unchanged sentences

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”).

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

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 June 30, 2024, the Company had $ 183.5 million of remaining capacity under the ATM Program.

Note 9 – Commitments and Contingencies

20 unchanged sentences

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.

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, 55 % of which were required to be and were installed by June 30, 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.

17 unchanged sentences

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.

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.

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

1 unchanged sentence

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 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 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.

As of June 30, 2024, EVgo had $ 29.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 25.3 million were short-term in nature.

During the three months ended June 30, 2024, EVgo also entered into a $ 3.4 million commitment for consulting services, which are short-term in nature.

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

19 unchanged sentences

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

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.

As of June 30, 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:

4 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 three months ended March 31, 2024:

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):

(in thousands)

1 unchanged sentence

Change in fair value of liability

Fair value as of March 31, 2024

Fair value as of June 30, 2024

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 March 31, 2024 and December 31, 2023.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2024 and December 31, 2023.

Note 11 – Income Taxes

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 March 31, 2024 and December 31, 2023 .

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.

As of June 30, 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 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.

As of June 30, 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 cost in the Company’s condensed consolidated statements of operations:

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

Three Months Ended

Six Months Ended

(in thousands)

5 unchanged sentences

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

As of June 30, 2024, there were 12,452,473 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 under the 2021 Incentive Plan for the three months ended March 31, 2024:

The following table summarizes stock option activity under the 2021 Incentive Plan for the six months ended June 30, 2024:

(shares in thousands)

3 unchanged sentences

Outstanding as of December 31, 2023

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.

Outstanding as of June 30, 2024

Exercisable as of June 30, 2024

As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 0.5 million, which is expected to be recognized over a period of 1.3 years.

No stock options were granted or exercised during the six months ended June 30, 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:

The table below represents the Company’s restricted stock unit (“RSU”) activity under the 2021 Incentive Plan during the six months ended June 30, 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 .

Nonvested as of June 30, 2024

Vested but not released

Outstanding as of June 30, 2024

The total fair value of RSUs vested during the six months ended June 30, 2024 was $ 6.7 million.

As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 28.5 million, which is expected to be recognized over a period of 1.6 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.

The Company has granted certain nonvested market-based restricted stock units (“MSUs”), which are subject to market-based performance targets 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:

The table below represents the Company’s MSU activity under the 2021 Incentive Plan for the six months ended June 30, 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.

Nonvested as of June 30, 2024

No MSUs vested during the six months ended June 30, 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.

The following assumptions were used for the grants issued during the six months ended June 30, 2024.

Risk-free interest rate

3 unchanged sentences

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.

As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 1.5 million, which is expected to be recognized over a period of 1.7 years.

Performance-Based Awards

4 unchanged sentences

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:

The table below represents the Company’s PSU activity under the 2021 Incentive Plan for the six months ended June 30, 2024:

(shares in thousands)

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.

Nonvested as of June 30, 2024

No PSUs vested during the six months ended June 30, 2024.

As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 4.0 million, which is contingent upon meeting the performance objectives.

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 three months ended March 31, 2024:

Presented below is a summary of the activity of the Company’s Incentive Units during the six months ended June 30, 2024:

(units in thousands)

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.

Nonvested as of June 30, 2024

As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was approximately $ 0.2 million, which is expected to be recognized over a period of 0.6 years.

Note 14 – Net Loss Per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

(in thousands, except per share data)

9 unchanged sentences

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

Three and Six Months Ended

(in thousands)

2 unchanged sentences

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.

There were approximately 0.9 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 June 30, 2024.

Note 15 – Redeemable Noncontrolling Interest

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.

As of June 30, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 64.9 % 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.

Each EVgo OpCo Unit is redeemable, together with one share of Class B common stock, for either one share of Class A common stock or, at EVgo OpCo’s election, the cash equivalent market value of one share of Class A common stock in accordance with the terms of the EVgo OpCo A&R LLC Agreement (see Note 12).

Each EVgo OpCo Unit is redeemable,

together with one share of Class B common stock, for either one share of Class A common stock or, at EVgo OpCo’s election, the cash equivalent market value of one share of Class A common stock in accordance with the terms of the EVgo OpCo A&R LLC Agreement (see Note 12).

The EVgo OpCo Units held by EVgo Holdings have been classified as a redeemable noncontrolling interest in the Company.

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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 the redeemable noncontrolling interest for the three months ended March 31, 2024:

The following is a reconciliation of changes in the redeemable noncontrolling interest for the six months ended June 30, 2024:

(in thousands)

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

Balance as of March 31, 2024

Balance as of June 30, 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