What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-01 · 197 added, 118 removed, 504 unchanged (38% 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 $ 553 and $ 1,116 as of June 30, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowance of $ 838 and $ 1,116 as of September 30, 2024 and December 31, 2023, respectively

Accounts receivable, capital-build

4 unchanged sentences

Intangible assets, net

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

Liabilities, redeemable noncontrolling interest and stockholders’ deficit

Current liabilities

16 unchanged sentences

Condensed Consolidated Balance Sheets (continued)

September 30,

(in thousands, except share data)

Redeemable noncontrolling interest

Stockholders’ equity (deficit)

Stockholders’ deficit

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of June 30, 2024 and December 31, 2023;

10,000,000 shares authorized as of September 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 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

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

106,283,709 and 102,935,965 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of September 30, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.0001 par value;

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

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

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

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity (deficit)

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

Total stockholders’ deficit

Total liabilities, redeemable noncontrolling interest and stockholders’ deficit

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

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

15 unchanged sentences

Interest income

Other expense, net

Other (expense) income, net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other income, net

Total other (expense) income, net

Loss before income tax expense

5 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Six Months Ended June 30, 2024

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2024

Class A Common Stock

12 unchanged sentences

Balance, June 30, 2024

Share-based compensation

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

Redeemable noncontrolling interest adjustment to fair value

Balance, September 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.

Excludes $ 21.6 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

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2023

Class A Common Stock

15 unchanged sentences

Balance, June 30, 2023

Share-based compensation

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

Redeemable noncontrolling interest adjustment to fair value

Balance, September 30, 2023

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

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

3 Excludes $ 18.5 million of net loss attributable to redeemable noncontrolling interest.

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

Cash flows from operating activities

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

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

Depreciation, amortization and accretion

11 unchanged sentences

Other current and noncurrent liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

9 unchanged sentences

Net cash provided by financing activities

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

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

2 unchanged sentences

Fair value adjustment to redeemable noncontrolling interest

Capital expenditures in accounts payable and accrued liabilities

Non-cash increase in capital-build liability

Capital expenditures in accounts payable and accrued liabilities

Share-based compensation capitalized to property, equipment and software

Deferred debt issuance costs in accounts payable and accrued liabilities

Non-cash increase in asset retirement obligations

Share-based compensation capitalized to property, equipment and software

Deferred equity issuance costs in accounts payable and accrued liabilities

21 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 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.

As of September 30, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a voting interest of 64.7 % 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 September 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 66.6 % 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”).

4 unchanged sentences

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

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

The results of operations for the three and six months ended June 30, 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 include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’ deficit and condensed consolidated statements of cash flows for the periods presented.

The results of operations for the three and nine months ended September 30, 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.

14 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 three customers that collectively comprised 54.3 % of the Company’s total net accounts receivable as of June 30, 2024.

The Company had three customers that collectively comprised 50.5 % of the Company’s total net accounts receivable as of September 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 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.

For the three months ended September 30, 2024 and September 30, 2023, one customer represented 32.1 % and 29.6 % of total revenue, respectively.

For the nine months ended September 30, 2024 and September 30, 2023, one customer represented 36.1 % and 49.3 % of total revenue, respectively.

For the three months ended September 30, 2024 and September 30, 2023, three and two vendors, respectively, collectively provided 90.8 % and 74.9 % of EVgo’s total charging equipment, respectively.

For the nine months ended September 30, 2024 two vendors collectively provided 86.6 % 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.

Reclassifications

5 unchanged sentences

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

The Company had unused letters of credit, which were collateralized with cash, classified as restricted cash on the Company’s condensed consolidated balance sheets, of $ 0.7 million as of June 30, 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 restricted cash on the Company’s condensed consolidated balance sheets, of $ 11.4 million and $ 0.7 million as of September 30, 2024 and December 31, 2023, respectively, associated with unused letters of credits related to the construction of its charging stations and one of its operating leases, and certain amounts held in a short-term escrow account.

The restrictions related to the short-term escrow account were removed in October 2024, resulting in the release of $ 11.0 million of restricted cash.

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 $ 1.6 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.

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 September 30, 2024 and December 31, 2023, respectively.

Recently Issued Accounting Standards

7 unchanged sentences

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;

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.

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);

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

In November 2024, the FASB issued ASU 2024-03, ASC Subtopic 220 “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures ” (“ASU 2024-03”).

The amendments require that each interim and annual reporting period an entity disclose more information about the components of certain expense captions than is currently disclosed in the financial statements.

The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

Note 3 – Revenue Recognition

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

September 30,

(dollars in thousands)

1 unchanged sentence

Contract liabilities

As of June 30, 2024 there was $ 2.9 million in contract assets compared to $ 1.2 million as of December 31, 2023.

As of September 30, 2024 there was $ 4.0 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 June 30, 2024 increased $ 5.5 million, or 6 %, to $ 92.9 million compared to $ 87.4 million as of December 31, 2023.

Contract liabilities as of September 30, 2024 increased $ 15.0 million, or 17 %, to $ 102.4 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 June 30, 2024

Balance as of September 30, 2024

Revenues include the following:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Amounts associated with performance obligations satisfied in previous periods

It is anticipated that deferred revenue as of June 30, 2024 will be recognized in the following periods ending December 31:

It is anticipated that deferred revenue as of September 30, 2024 will be recognized in the following periods ending December 31:

(in thousands)

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

As of September 30, 2024, there was $ 12.7 million in consideration received for charging credits, for which the timing of revenue recognition is uncertain.

The Company expects to recognize revenue for these amounts as customers use their charging credits over the next 3 years.

ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) does not require disclosure of the transaction price to remaining performance obligations if the contract contains variable consideration allocated entirely to a wholly unsatisfied performance obligation.

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

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

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.

As of September 30, 2024 and December 31, 2023, there were $ 9.5 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

3 unchanged sentences

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 certain 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 10 years .

The Company has not entered into any finance leases.

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 has estimated operating lease commitments of $ 29.8 million for leases where the Company has not yet taken possession of the underlying asset as of September 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 September 30, 2024.

The Company’s lease costs consisted of the following:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

6 unchanged sentences

Short-term lease costs

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

As of September 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:

Six Months Ended

Nine Months Ended

September 30,

(dollars in thousands)

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

3 unchanged sentences

Ancillary revenue

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:

As of September 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)

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:

The components of charging equipment, charging stations, 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:

September 30,

(in thousands)

Charging station equipment and construction costs

Charging station equipment and installation costs

accumulated depreciation

Property, equipment and software, net

Property and equipment, net

Operating lease ROU assets

1 unchanged sentence

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

September 30,

(in thousands)

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

8 unchanged sentences

Note 6 – Intangible Assets, Net

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

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

(in thousands)

2 unchanged sentences

Developed technology

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.

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

Amortization of intangible assets was $ 7.7 million and $ 8.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Note 7 – Asset Retirement Obligations

7 unchanged sentences

Liabilities settled

Balance as of June 30, 2024

Balance as of September 30, 2024

Note 8 – Equity

3 unchanged sentences

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.

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

Note 9 – Commitments and Contingencies

18 unchanged sentences

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, 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.

On July 20, 2020, EVgo entered into a 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 among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850 , adjust charger stall installation targets, extend the completion deadline to June 30, 2028, 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.

In the most recent amendment to the GM Agreement, a certain portion of the charger stalls that EVgo is required to build are required to have additional specifications (“Flagship Stalls”).

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.

Under the GM Agreement, EVgo is required to install a total of 2,850 charger stalls by June 30, 2028, 67.9 % of which were required to be and were installed by September 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.

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.

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 97 % across Flagship Stalls and 95 % across the rest of the GM network.

In addition to the capital-build program, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers.

14 unchanged sentences

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.

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”).

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 waived penalties for installation delays relating to program year one.

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.

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

EVgo fulfilled its capital-build program obligations under the Nissan Agreement.

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.

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

Nissan has the right to terminate the Nissan Agreement, without penalty or obligation of any kind, upon 30 days ’ written notice if it is unable to secure funding to make payments required under the Nissan Agreement.

1 unchanged sentence

Nissan has fulfilled its annual payment obligations under the Nissan Agreement.

Indemnifications and Guarantees

In the normal course of business and in conjunction with certain agreements, the Company has entered into contractual arrangements through which we may be obligated to indemnify the other party with respect to certain matters.

These arrangements can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project.

In addition, our arrangements may include warranties that our services will substantially operate in accordance with the stated requirements.

Indemnification provisions are also included in arrangements under which EVgo agrees to hold the indemnified party harmless with respect to third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.

The Company also has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters.

EVgo has agreed to indemnify against losses arising from a breach of representations or covenants or out of intellectual property infringement or the occurrence of certain specified conditions or other claims made against certain parties.

These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.

Historically, indemnity payments made by us have not had a material effect on our condensed consolidated financial statements.

In addition, the Company has entered into indemnification agreements with our officers and directors, and our Amended and Restated Bylaws contain similar indemnification obligations to our agents.

To date, EVgo has not been required to make any significant payment under any of the arrangements described above.

The Company has assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations, indemnification provisions, letters of credit and surety bonds, and believes that any potential payments would be immaterial to the condensed consolidated financial statements, as a whole.

Legal Proceedings

5 unchanged sentences

Purchase Commitments

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.

As of September 30, 2024, EVgo had $ 38.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 34.4 million were short-term in nature.

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

3 unchanged sentences

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,

(in thousands)

7 unchanged sentences

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

September 30,

Risk-free interest rate

3 unchanged sentences

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

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

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in

the condensed consolidated statements of operations.

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

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.

As of September 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:

September 30,

Risk-free interest rate

7 unchanged sentences

Change in fair value of liability

Fair value as of June 30, 2024

Fair value as of September 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 June 30, 2024 and December 31, 2023.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of September 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 June 30, 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 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.

As of September 30, 2024 and December 31, 2023, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law and offers tax incentives targeting energy transition and renewables.

The alternative fuel refueling property credit under Section 30C of the Internal Revenue Code, which includes electric vehicle charging stations (“30C Credit”), was reinstated in 2022 and extended to apply to any property placed in service beginning January 1, 2023 and before January 1, 2033.

The credit amount is calculated as 6% of the eligible costs of the alternative fuel refueling property with a potential higher tax credit rate of 30% of the eligible costs of the alternative fuel refueling property if specified prevailing wage and registered apprenticeship requirements are met during construction of the property, with a maximum credit amount of $100,000 per item of property.

Under the IRA 30C Credits may be transferred for cash consideration in the taxable year the credit is generated.

Department of the Treasury and the Internal Revenue Service have been granted broad authority to issue regulations or guidance that could clarify how these tax credits are calculated.

The Company is continuing to evaluate the financial impact of the IRA as additional information becomes available.

The Company has elected to account for these credits under ASC Topic 740, Income Taxes , and disregards expected transfers in assessing realizability as part of the valuation allowance analysis.

The Company will instead recognize such amounts upon transfer of control over the 30C Credits.

During the three and nine months ended September 30, 2024, the Company transferred EVgo OpCo’s 2023 30C Credits for proceeds, net of estimated transaction costs, of $ 9.0 million.

The Company has not recognized any income tax benefits related to the transfers of any 2023 30C Credits as of September 30, 2024 as the Company retains substantive indemnification risks.

The Company did not transfer any 30C credits during the three and nine months ended September 30, 2023.

Note 12 – Tax Receivable Agreement

6 unchanged sentences

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

As of June 30, 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 September 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

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

2 unchanged sentences

Total share-based compensation expense

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

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

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

Zoi shall be deemed to have remained in continuous employment with the Company or its affiliates through April 30, 2024 (the “Separation Date”), 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 were 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.

2021 Long Term Incentive Plan

On July 1, 2021, concurrent with the closing of the CRIS Business Combination, stockholders approved the Board of Directors-approved 2021 Long Term Incentive Plan (the “2021 Incentive Plan”).

On July 1, 2021, concurrent with the closing of the CRIS Business Combination, stockholders approved the 2021 Long Term Incentive Plan (the “2021 Incentive Plan”), which had been previously approved by the Board of Directors.

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

As of June 30, 2024, there were 12,452,473 shares of Class A common stock remaining available for grant.

As of September 30, 2024, there were 12,638,937 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 June 30, 2024.

Stock Options

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

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

(shares in thousands)

3 unchanged sentences

Outstanding as of December 31, 2023

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.

Outstanding as of September 30, 2024

Exercisable as of September 30, 2024

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 0.3 million, which is expected to be recognized over a period of 1.1 years.

No stock options were granted or exercised during the nine months ended September 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 six months ended June 30, 2024:

The table below represents the Company’s restricted stock unit (“RSU”) activity under the 2021 Incentive Plan during the nine months ended September 30, 2024:

(shares in thousands)

Nonvested as of December 31, 2023

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 .

Nonvested and outstanding as of September 30, 2024

The total fair value of RSUs vested during the nine months ended September 30, 2024 was $ 8.3 million.

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 22.6 million, which is expected to be recognized over a period of 1.5 years .

Market-Based Awards

2 unchanged sentences

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 six months ended June 30, 2024:

The table below represents the Company’s MSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2024:

(shares in thousands)

Nonvested as of December 31, 2023

Nonvested as of June 30, 2024

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

Nonvested as of September 30, 2024

No MSUs vested during the nine months ended September 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 six months ended June 30, 2024.

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

Risk-free interest rate

3 unchanged sentences

Remaining time to performance period end date (in 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.

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 1.3 million, which is expected to be recognized over a period of 1.5 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 six months ended June 30, 2024:

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

(shares in thousands)

Nonvested as of December 31, 2023

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.

Nonvested as of September 30, 2024

No PSUs vested during the nine months ended September 30, 2024.

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 3.8 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 six months ended June 30, 2024:

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

(units in thousands)

Nonvested as of December 31, 2023

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.

Nonvested as of September 30, 2024

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was approximately $ 0.1 million, which is expected to be recognized over a period of 0.3 years.

Note 14 – Net Loss Per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(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 and Six Months Ended

Three and Nine Months Ended

September 30,

(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 June 30, 2024 and 2023.

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.

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 September 30, 2024.

Note 15 – Redeemable Noncontrolling Interest

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.

As of September 30, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 64.8 % 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 64.7 % 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.

5 unchanged sentences

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

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

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

(in thousands)

3 unchanged sentences

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

Balance as of June 30, 2024

Balance as of September 30, 2024

Note 16 – Subsequent Event

On October 3, 2024, the U.S.

Department of Energy (“DOE”) Loan Programs Office (“LPO”) announced that EVgo received conditional commitment for a loan guarantee of up to $ 1.05 billion of debt financing under its Title 17 program to accelerate expansion of EVgo’s fast charging network across the U.S.

The proposed financing will be provided directly by the Federal Financing Bank as a loan, guaranteed by DOE, and structured as a limited recourse project financing.

While this conditional commitment indicates DOE’s intent to finance the project, DOE and the Company must satisfy certain technical, legal, environmental, and financial conditions and DOE must complete environmental review before the DOE decides whether to enter into definitive financing documents and fund the loan.

The Company is working to satisfy the required conditions.

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