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Item 2. Management’s Discussion and Analysis

2025-05-06 compared with 2024-11-12 · 312 added, 413 removed, 184 unchanged (80% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of EVgo’s consolidated results of operations and financial condition.

The discussion should be read in conjunction with EVgo’s unaudited condensed consolidated financial statements and the related notes thereto as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and 2023 included elsewhere in this Quarterly Report, and the audited consolidated financial statements and related notes thereto as of and for the years ended December 31, 2023 and 2022 contained in the Company’s Annual Report on Form 10-K.

In addition to historical information, this discussion contains forward-looking statements that involve numerous risks, uncertainties, and assumptions that could cause EVgo’s actual results to differ materially from management’s expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report.

EVgo is a leader in EV charging solutions, building and operating the infrastructure and tools to expedite the mass adoption of EVs for individual drivers, rideshare and commercial fleets, and businesses.

EVgo is one of the nation’s largest public fast charging networks, featuring over 1,000 fast charging locations across more than 40 states, including stations built through EVgo eXtend, its white label service offering.

EVgo is expected to accelerate transportation electrification through partnerships with automakers, fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, and gas stations, policy leaders, and other organizations.

The foundation of the Company’s business is building, owning and operating EV fast charging sites that deliver charging to EVs driven by individuals, commercial drivers, and fleet operators.

EVgo’s core revenue stream is from the provision of charging services for EVs of all types on EVgo’s network.

In addition, a variety of business-to-business commercial relationships provide EVgo with revenue or cash payments based on commitments to build new infrastructure, provide guaranteed access to charging, and provide marketing, data and software-driven services.

EVgo also earns revenue from the sale of regulatory credits generated through sales of electricity and its operation and ownership of its DCFC network.

EVgo believes this combination of revenue streams can drive long-term margin expansion and customer retention.

The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition.

The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024 and 2023 contained in the Annual Report.

In addition to historical information, this discussion contains forward-looking statements that involve numerous risks, uncertainties, and assumptions that could cause our actual results to differ materially from our expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report.

We are one of the nation’s leading public EV fast charging providers.

With more than 1,100 fast charging stations across over 40 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies.

At our Innovation Lab, we perform extensive interoperability testing and have ongoing technical collaborations with leading automakers and industry partners to advance the EV charging industry and deliver a seamless charging experience.

The foundation of our business is building, owning and operating EV fast charging sites that deliver charging to EVs driven by individuals, commercial drivers, and fleet operators.

Our core revenue stream is from the provision of charging services for EVs of all types on our network.

In addition, a variety of business-to-business commercial relationships provide us with revenue or cash payments based on commitments to build new infrastructure, provide guaranteed access to charging, and provide marketing, data and software-driven services.

We also earn revenue from the sale of regulatory credits generated through sales of electricity and our operation and ownership of our DCFC network.

We believe this combination of revenue streams can drive long-term margin expansion and customer retention.

Specifically, charging network revenue is earned through the following streams:

● Charging Revenue, Retail:

EVgo sells electricity directly to drivers who access EVgo’s publicly available networked chargers.

We sell electricity directly to drivers who access our publicly available networked chargers.

Various pricing plans exist for customers and drivers have the choice to charge through a subscription offering or a variety of pay-as-you-go plans.

Drivers locate the chargers through EVgo’s mobile application, their vehicle’s in-dash navigation system, or third-party databases, such as PlugShare, that license charger-location information from EVgo.

EVgo chargers are generally installed in parking spaces owned or leased by commercial or public-entity Site Hosts that desire to provide charging services at their respective locations.

Drivers locate the chargers through our mobile application, their vehicle’s in-dash navigation system, or third-party databases, such as PlugShare, that license charger-location information from us.

Our chargers are generally installed in parking spaces owned or leased by commercial or public-entity Site Hosts that desire to provide charging services at their respective locations.

Commercial Site Hosts include retail and grocery stores, offices, medical complexes, airports and convenience stores.

EVgo offerings are well aligned with the goals of Site Hosts, as many commercial businesses increasingly view charging capabilities as essential to attracting tenants, employees, customers and visitors, and achieve sustainability goals.

Site Hosts are generally able to obtain these benefits at no cost when partnering with EVgo through the Company’s owner and/or operator model, in which EVgo is responsible for the development, construction, and operation of chargers located on Site Hosts’ properties.

In many cases, Site Hosts will earn revenue from license payments in the form of parking space rental fees that EVgo pays in exchange for use of the site.

Our offerings are well aligned with the goals of Site Hosts, as many commercial businesses increasingly view charging capabilities as essential to attracting tenants, employees, customers and visitors, and achieving sustainability goals.

Site Hosts are generally able to obtain these benefits at no cost when partnering with us through our owner and/or operator model, in which we are responsible for the development, construction, and operation of chargers located on Site Hosts’ properties.

In many cases, Site Hosts will earn revenue from license payments in the form of parking space rental fees that we pay in exchange for use of the site.

● Charging Revenue, Commercial :

High volume fleet customers, such as transportation networking companies or delivery services, can access EVgo’s charging infrastructure through EVgo’s vast public network.

High volume fleet customers, such as transportation networking companies or delivery services and rideshares, can access our charging infrastructure through our vast public network.

Pricing for charging services is most often negotiated directly with the fleet owner based on the business needs and usage patterns of the fleet.

In these arrangements EVgo contracts with and bills, either the fleet owner directly or an individual fleet driver utilizing EVgo’s chargers.

In addition to offering access to its public network, EVgo offers dedicated charging solutions to fleets.

Through its fleet product, EVgo develops, builds, and services charging assets for fleets either at their own depot locations or at off-site charging hubs that EVgo has secured without requiring a fleet to directly incur capital expenditures.

EVgo offers a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services.

Together, EVgo’s dedicated charging solutions and public fleet charging services provide fleets with charging infrastructure options that are robust and flexible as the transition to electrified transportation accelerates.

In these arrangements, we contract with and bill either the fleet owner directly or an individual fleet driver utilizing our chargers.

● Charging Revenue, OEM:

EVgo is a pioneer in OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers.

EVgo contracts directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access EVgo’s public charger network.

Other related services currently provided to OEMs by EVgo include co-marketing, data services and digital application services.

EVgo’s OEM relationships are a core customer-acquisition channel.

We offer OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers.

We contract directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access our public charger network.

Other related services currently provided to OEMs by us include co-marketing, data services and digital application services.

Our OEM relationships are a core customer-acquisition channel.

● Regulatory Credit Sales :

As a charging station owner and operator, EVgo earns regulatory credits, such as Low Carbon Fuel Standard (“LCFS”) credits and other regulatory credits, in states where such programs are enacted currently, including the Fast Charging Infrastructure program in California.

As a charging station owner and operator, we earn regulatory credits, such as LCFS credits and other regulatory credits, in states where such programs are enacted currently, including the Fast Charging Infrastructure program in California.

These credits are generated through charging station operations based on the volume of kWh sold.

EVgo earns additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates.

We earn additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates.

● Network Revenue, OEM:

This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Proceeds from these contracts are allocated to performance obligations including marketing activities, memberships, reservations and the expiration of unused charging credits.

Marketing activities are recognized at a point in time as the services are performed and measurement is based on amounts spent.

This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606.

Proceeds from these contracts are allocated to performance obligations including branding, memberships, reservations and the expiration of unused charging credits.

Revenues from branding are recognized over time as the services are performed and measurement is recognized straight-line over the performance period.

For memberships and reservations, revenue is recognized over time and measured based on the charging activity of subscriber members at each measurement period.

Any unused charging credits are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method.

EVgo generates non-charging network revenue from the following streams:

We generate non-charging network revenue from the following streams:

● eXtend Revenue:

Through EVgo eXtend, EVgo provides hardware, design, and construction services for charging sites, as well as ongoing operations, maintenance and networking and software integration solutions, while customers purchase and retain ownership of the charging assets.

Existing customers with EVgo accounts are able to access eXtend chargers through the EVgo app, among other options.

For some EVgo eXtend customers, EVgo also provides grant application support and related services.

Through EVgo eXtend, we provide hardware, design, and construction services for charging sites, as well as ongoing operations, maintenance and networking and software integration solutions, while customers purchase and retain ownership of the charging assets.

Existing customers with EVgo accounts are able to access eXtend chargers through our mobile app, among other options.

For some EVgo eXtend customers, we also provide grant application support and related services.

● Ancillary Revenue :

EVgo offers a variety of software-driven digital, development and operations services to customers.

These offerings currently include customization of digital applications, charging data integration, loyalty programs, access to chargers behind parking lot or garage pay gates, microtargeted advertising and charging reservations as well as all services provided under PlugShare such as data, research and advertising services and equipment procurement and operational services for customers operating dedicated networks.

EVgo continues to evaluate and engage in opportunities to use its foundational expertise in charging infrastructure to provide value-added services to the rapidly growing EV ecosystem.

Recent Developments

Geopolitical and Macroeconomic Environment

region have led to disruptions, instability and volatility in global markets and industries and will likely continue to lead to, geopolitical instability, market uncertainty and supply disruptions.

Additionally, recent inflationary pressures have resulted in and may continue to result in increases to the costs of charging equipment and personnel, which could in turn cause capital expenditures and operating costs to rise.

Notwithstanding the current easing of inflation and general improvement in the macroeconomic environment, EVgo remains vigilant of factors that may have the effects of raising the cost of capital and depressing economic growth.

The current economic environment remains uncertain, and the extent to which EVgo’s operating and financial results for future periods will be impacted by the conflicts in Ukraine, Israel and the broader Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, government efforts to reduce inflation and any recession will largely depend on future developments, which are highly uncertain and cannot be reasonably estimated at this time.

In addition, continued long lead times of grid equipment such as transformers may impact EVgo’s development cycle.

Government EV Initiatives

In order to encourage the use of EVs, the U.S.

federal government and some state and local governments provide incentives to end users and owners of EVs and EV charging stations in the form of rebates, tax credits, low-cost funding and other financial incentives that promote EV adoption and related EV charging infrastructure.

EVgo believes the promotion of EVs and the installation of related EV charging infrastructure will continue in part due to the ongoing implementation of the Infrastructure Investment and Jobs Act (the “Bipartisan Infrastructure Law”) and the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which included extensions, expansions and revisions of various tax credits relating to EVs and EV charging infrastructure and may provide more flexibility and options in monetizing such credits.

In particular, the Inflation Reduction Act (i) expanded and extended tax credits for EV charging infrastructure and new EVs while also amending rules for vehicles to qualify for such credits, (ii) introduced tax credits for used EVs and commercial EVs and (iii) introduced the concept of transferability for certain tax credits, providing an additional option to monetize such credits.

However, tax incentives may expire, grant programs will end when the allocated funding from the Bipartisan Infrastructure Law is exhausted, or may be impacted as a matter of regulatory or legislative policy.

For example, the results of the 2024 Presidential and Congressional elections and resulting legislative or regulatory actions, if pursued, could impact the availability or value of these incentives.

Further, the impact of the Inflation Reduction Act and other government EV initiatives, including regulatory requirements and restrictions that may impact the ability of EVgo and its competitors to take advantage of such initiatives, cannot be known with any certainty at this time, and EVgo may not reap any or all of the expected benefits of the Inflation Reduction Act or the Bipartisan Infrastructure Law if material changes are made to these laws or the regulations issued thereunder, which could negatively affect the EV market and adversely impact EVgo’s business operations and expansion potential.

In addition, a number of states offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases.

Additionally, in many states, utilities offer rebates or other incentive programs, typically called “make-ready” programs, to incentivize the development of EV charging infrastructure.

In addition to offering access to our public network, we offer dedicated charging solutions to autonomous vehicle and other fleets.

Through our fleet offerings, we develop, build, and service charging assets for fleets, including through off-site charging hubs that we have secured without requiring a fleet to directly incur capital expenditures.

We offer a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services.

We also offer a variety of software-driven digital, development and operations services to customers.

Key Components of Results of Operations

EVgo’s revenue is generated across various business lines.

The majority of EVgo’s revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and its eXtend offering.

In addition, EVgo generates ancillary revenue through the sale of data services and consumer retail services.

EVgo also offers network services to OEM customers, including memberships and marketing.

Finally, as a result of owning and operating the EV charging stations, EVgo earns regulatory credits such as LCFS credits, which are sold to generate additional revenue.

Our revenue is generated across various business lines.

The majority of our revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and our eXtend offering.

In addition, we generate ancillary revenue through services provided to dedicated fleets, the sale of data services and consumer retail services.

We also offer network services to OEM customers, including branding and memberships.

Finally, as a result of owning and operating the EV charging stations, we earn regulatory credits such as LCFS credits, which are sold to generate additional revenue.

Cost of Sales

Charging Network.

Charging network cost of sales consists primarily of energy usage fees, site operating and maintenance expenses, network charges, warranty and repair services, and site lease and related expenses associated with charging stations.

Other cost of sales is primarily related to costs associated with the eXtend business and the sale of data services and other ancillary services.

Other cost of sales is primarily related to costs associated with the eXtend and dedicated charging businesses, the sale of data services, and other ancillary services.

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, consists of depreciation related to EVgo’s property and equipment associated with charging equipment and installation and is partially offset by the amortization of EVgo’s capital-build liabilities associated with third-party funding received for charging stations and other programs.

Depreciation, net of capital-build amortization, consists of depreciation related to property and equipment associated with charging equipment and installation and is partially offset by the amortization of capital-build liabilities associated with third-party funding received for charging stations and other programs.

Gross Profit (Loss) and Gross Margin

Gross profit (loss) consists of EVgo’s revenue less its cost of sales.

Gross profit (loss) consists of our revenue less our total cost of sales.

Gross margin is gross profit (loss) as a percentage of revenue.

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General and administrative expenses primarily consist of payroll and related personnel expenses, IT and office services, customer service, office rent expense and professional services.

EVgo expects its general and administrative expenses to increase in absolute dollars as it continues to grow its business.

EVgo also expects to continue to incur additional expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, general insurance and directors’ and officers’ insurance, investor relations and other professional services.

We expect our general and administrative expenses to increase in absolute dollars as we continue to grow our business.

We also expect to continue to incur additional expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and the DOE Loan, general insurance and directors’ and officers’ insurance, investor relations and other professional services.

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion consists of depreciation related to EVgo’s property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales.

This also includes amortization of EVgo’s intangible assets and accretion related to EVgo’s asset retirement obligations.

Depreciation, amortization and accretion consists of depreciation related to property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales.

This also includes amortization of intangible assets and accretion related to our asset retirement obligations.

Operating Profit (Loss) and Operating Margin

Operating profit (loss) consists of EVgo’s gross profit (loss) less total operating expenses.

Operating profit (loss) consists of our gross profit (loss) less total operating expenses.

Operating margin is operating profit (loss) as a percentage of revenue.

Interest Expense

Interest expense consists of interest expense from the amortization of deferred debt issuance costs and interest expense incurred on long-term debt.

Interest Income

Interest income consists primarily of interest earned on cash, cash equivalents and debt securities.

Interest income consists primarily of interest earned on cash, cash equivalents and restricted cash.

Change in Fair Values of Warrant and Earnout Liabilities

The change in the fair values of the warrant and earnout liabilities reflects the mark-to-market adjustments associated with warrants to purchase shares of the Company’s common stock and earnout liabilities for each reporting period.

EVgo’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.

Net Income (Loss) Attributable to Redeemable Noncontrolling Interest

Net income (loss) attributable to redeemable noncontrolling interest represents the share of net income or loss that is attributable to EVgo’s Class B common stock held by EVgo Holdings.

The change in the fair values of the Warrant and earnout liabilities reflects the mark-to-market adjustments associated with Warrants to purchase shares of our common stock and earnout liabilities for each reporting period.

Our provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to our ownership in EVgo OpCo.

Net Earnings (Loss) Attributable to Redeemable Noncontrolling Interest

Net earnings (loss) attributable to redeemable noncontrolling interest represents the share of net earnings or loss that is attributable to the holder of our Class B common stock , which is EVgo Holdings.

Key Performance Indicators

EVgo management uses several performance metrics to manage the business and evaluate financial and operating performance:

Network Throughput on the EVgo Network

Network throughput represents the total amount of GWh consumed by EVs using chargers and charging stations that EVgo has operational on its network (excluding eXtend chargers and charging stations) (the “EVgo Network”).

EVgo typically monitors GWh sales by three components:

business line, customer and customer class.

EVgo believes monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health.

Number of DC Stalls on the EVgo Network

Number of DC stalls represents the total number of DC stalls (energized, inspected and commissioned) on the EVgo Network (“DC Stalls”).

Our management uses several performance metrics to manage the business and evaluate financial and operating performance:

Network Throughput on the EVgo Public Network

Network throughput represents the total amount of GWh consumed on the EVgo Public Network.

We typically monitor GWh sales by three components:

business line, customer and customer type.

We believe monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health.

Number of DC Stalls on the EVgo Public Network

One stall can charge one vehicle at a time.

There are certain configurations of EVgo sites where one DC charger is capable of charging only one vehicle at a time;

There are certain configurations of our sites where one DC charger is capable of charging only one vehicle at a time;

all chargers at such a site are counted as one stall per one charger.

There are certain configurations of EVgo sites where one DC charger is capable of charging two vehicles simultaneously;

There are certain configurations of our sites where one DC charger is capable of charging two vehicles simultaneously;

all chargers at such a site are counted as two stalls per one charger.

The following table presents network throughput and the number of DC Stalls on the EVgo Network:

September 30,

Network throughput (GWh) on the EVgo Network for the three months ended

Network throughput (GWh) on the EVgo Network for the nine months ended

Number of DC Stalls on the EVgo Network (in thousands) as of

Factors Affecting EVgo’s Operating Results

EVgo believes its performance and future success depend on a number of factors, including those discussed below and in “ Part II, Item 1A., Risk Factors.

EVgo’s revenue growth is directly tied to the adoption and continued acceptance and usage of passenger and commercial EVs, which it believes drives the demand for electricity, charging infrastructure and charging services.

The following table presents network throughput and the number of DC Stalls on the EVgo Public Network:

Network throughput on the EVgo Public Network (GWh) for the three months ended 1

Number of DC Stalls on the EVgo Public Network (in thousands) as of

¹ During the fourth quarter of 2024, network throughput and DC Stalls were updated to represent the EVgo Public Network.

Previously reported amounts have been updated to conform to the current presentation.

Factors Affecting Our Operating Results

We believe that our performance and future success depend on a number of factors, including those discussed below and in Part II, Item 1A, “ Risk Factors.

Our revenue growth is largely a result of the adoption and continued acceptance and usage of passenger and commercial EVs, which we believe drives the demand for electricity, charging infrastructure and charging services.

The market for EVs is still rapidly evolving and, although demand for EVs has grown in recent years, there is no guarantee of such future demand.

Additionally, as demand increases, the supply must keep pace for adoption to continue to accelerate at a rapid pace.

Additionally, as demand increases, the supply must keep pace for adoption to continue to

accelerate at a rapid pace.

Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed, reliability and cost of EV charging; volatility in the price of gasoline and diesel;

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and availability of federal and state credits for EV purchases.

In addition, macroeconomic factors could impact demand for

EVs, particularly since the sales price of EVs can be more expensive than traditional gasoline-powered vehicles.

If the market for EVs does not develop as expected or if there is any slowdown or delay in overall adoption of EVs, EVgo’s operating results may be adversely affected.

In addition, macroeconomic factors could impact demand for EVs, particularly since the sales price of EVs can be more expensive than traditional gasoline-powered vehicles.

If the market for EVs does not develop as expected or if there is any slowdown or delay in overall adoption of EVs, our business, financial condition and results of operations may be materially and adversely affected.

Electrification of Fleets

EVgo faces competition in the emerging fleet electrification segment, including from certain fleet customers who may opt to install and own charging equipment on their property;

however, EVgo believes its unique set of offerings to fleets and its existing charging network position EVgo advantageously to win business from fleets.

We face competition in the emerging fleet electrification segment, including from certain fleet customers who may opt to install and own charging equipment on their property;

however, we believe our unique set of offerings to fleets and our existing charging network position us advantageously to win business from fleets.

Fleet owners are generally more sensitive to the total cost of ownership of a vehicle than private-vehicle owners.

As such, electrification of vehicle fleets may occur more slowly or more rapidly than management forecasts based on the cost to purchase, operate and maintain EVs and the general availability of such vehicles relative to those of internal combustion engine vehicles.

The ability of EVgo and its competitors to offer competitive charging services and value-added ancillary services may impact the pace at which fleets electrify and may impact EVgo’s ability to capture market share in fleets.

Additionally, federal, state and local government support and regulations directed at fleets (or lack thereof) may accelerate or delay fleet electrification and increase or reduce EVgo’s business opportunity.

Our ability and our competitors’ ability to offer competitive charging services and value-added ancillary services may impact the pace at which fleets electrify and may impact our ability to capture market share in fleets.

The EV charging industry is increasingly competitive.

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Existing competitors may expand their product offerings and sales strategies, new competitors may enter the market and certain fleet customers may choose to install and operate their own charging infrastructure.

If EVgo’s market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted.

If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.

Geopolitical and Macroeconomic Environment

The current administration has initiated, and may continue to initiate, a series of new policies, including but not limited to tariffs and global trade, tax law and environmental policy, which may impact our business.

During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict between Russia and Ukraine and the conflict between Israel and the broader Middle East region, which have led to disruptions, instability and volatility in global markets and industries and will likely continue to lead to geopolitical instability, market uncertainty and supply disruptions.

Additionally, uncertainties in trade policy, including the implementation of tariffs and the resulting creating or expansion of potential trade wars between countries in which we source our components, and recent inflationary pressures have resulted in, and may continue to result in, increases to the costs of charging equipment and personnel, which could in turn cause capital expenditures and operating costs to rise.

We continue to analyze the impact that existing tariffs have on our business and actions we can take to minimize their impact, while also monitoring for any changes to such tariffs or implementation of potential new tariffs.

We remain vigilant of factors that may have the effect of raising the cost of capital and depressing economic growth.

The current economic environment remains uncertain, and the extent to which our operating and financial results for future periods will be impacted by the conflicts in Ukraine, Israel and the broader Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, governmental implementation of tariffs or other changes in restrictions on trade and efforts to reduce inflation and any recession will largely depend on future developments, which are highly uncertain and cannot be reasonably estimated at this time.

In addition, continued long lead times of grid equipment such as transformers may impact our development cycle.

Government Mandates, Incentives and Programs

The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price of EVs and EV charging stations and to otherwise financially support these industries.

However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy.

For example, the results of the 2024 Presidential and Congressional elections and resulting legislative or regulatory actions, if pursued, could impact the availability or value of these incentives or reduce access to such low-cost funding.

Further, EVgo has historically claimed federal tax credits under Section 30C of the Code.

The Inflation Reduction Act revised the eligibility criteria for these credits, and there can be no assurance that the EV charging stations placed into service by EVgo will meet the revised requirements, and compliance with such requirements could increase EVgo’s labor and other costs.

Any reduction in rebates, tax credits or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact EVgo’s business operations and expansion potential.

In addition, there is no assurance that EVgo will have the necessary tax attributes to utilize any such credits that are available and may not be able to monetize such credits on favorable terms.

Further, certain features of EVgo OpCo’s ownership may limit the available tax credit that can be monetized or utilized.

federal government and some state and local governments, as well as utilities, provide incentives to end users and owners of EVs and EV charging stations in the form of rebates, tax credits, low-cost funding and other financial incentives, such as payments for regulatory credits.

These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations and to otherwise financially support these industries.

However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy, which if pursued, could impact the availability or value of these grants and/or tax provisions.

Any reduction in rebates, tax credits or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact our business operations and expansion potential.

Government EV Initiatives

However, tax incentives may expire, grant programs will end when the allocated funding from the IIJA is exhausted or may be impacted as a matter of potential change in regulatory or legislative policy.

Legislative or regulatory actions under the current administration or 119th Congress could impact the availability or value of these incentives.

Further, the impact of the IRA and other government EV initiatives, including regulatory requirements and restrictions that may impact our ability and our competitors’ ability to take advantage of such initiatives, cannot be known with any certainty at this time, and we may not reap any or all of the expected benefits of the IRA or the IIJA if material changes are made to these laws or the regulations issued thereunder, which could negatively affect the EV market and adversely impact our business operations and expansion potential.

In addition, a number of states offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases.

In many states, utilities offer rebates or other incentive programs, typically called “make-ready” programs, to incentivize the development of EV charging infrastructure.

Technology Risks

EVgo relies on numerous internally developed and externally sourced hardware and software technologies to operate its network and generate earnings.

EVgo engages a variety of third-party vendors for non-proprietary hardware and software components and software-as-a-service elements.

The ability of EVgo to continue to integrate its technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries and value-added customer services will determine EVgo’s sustained

competitiveness in offering charging services.

There is a risk that some or all of the components of the EV technology ecosystem become obsolete and that EVgo will be required to make significant investments to continue to effectively operate its business.

For example, a majority of the largest OEMs have announced plans to adopt the NACS standard in their future EVs.

SAE International, a standards-developing organization for automotive engineering professionals, is currently working on an initiative to adapt Tesla’s specifications for NACS into the SAE J3400 industry standard.

EVgo expects that it will begin adding NACS connectors to its fast-charging network in late 2024;

however, integrating NACS connectors in future charger installations and on certain existing chargers will require significant investment and management attention.

EVgo’s management believes EVgo’s business model is well-positioned to enable EVgo to remain technology-, vendor- and OEM-agnostic over time and allow the business to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.

We rely on numerous internally developed, including through a joint development agreement with Delta, and externally sourced hardware and software technologies to operate our network and generate earnings.

We engage a variety of third-party vendors for non-proprietary hardware and software components and software-as-a-service elements.

Our ability to continue to integrate our technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries and value-added customer services will determine our sustained competitiveness in offering charging services.

There is a risk that some or all of the components of the EV technology ecosystem will become obsolete and that we will be required to make significant investments to continue to effectively operate our business.

For example, SAE International, a standards-developing organization for automotive engineering professionals, is currently working on finalizing the SAE J3400 industry standard.

We began adding NACS connectors to our fast-charging network in early 2025;

however, continued integration of NACS connectors in future charger installations and on certain existing chargers will require investment and management attention.

Management believes that our business model is well-positioned to enable us to remain technology-, vendor- and OEM-agnostic over time and allow the business to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.

Sales of Regulatory Credits

EVgo derives revenue from selling regulatory credits earned for participating in LCFS programs, or other similar carbon or emissions trading schemes, in various jurisdictions in the U.S.

EVgo currently sells these credits at market prices.

We derive revenue from selling regulatory credits earned for participating in LCFS programs, or other similar carbon or emissions trading schemes, in various jurisdictions in the U.S.

The sale of these credits are based on market prices.

These credits are exposed to various market and supply and demand dynamics which can drive price volatility and which are difficult to predict.

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The availability of such credits depends on continued governmental support for these programs.

If these programs are modified, reduced or eliminated, EVgo’s ability to generate this revenue in the future would be adversely impacted.

EVgo is currently monitoring proposed enhancements to California’s LCFS program, which is being evaluated at the California Air Resources Board.

In addition to California, EVgo is monitoring proposed new Clean Fuels programs in Illinois, Massachusetts, Michigan, Minnesota, New Jersey and New York.

EVgo believes that EV charging is subject to seasonality related to driving, travel and economic activity that impacts demand for charging.

If these programs are modified, reduced or eliminated, our ability to generate this revenue in the future would be adversely impacted.

We are currently monitoring the implementation of changes agreed upon in 2024 that would strengthen California’s LCFS program, once the new regulations are in effect.

In addition to California, we are also monitoring implementation of New Mexico’s program and a number of Clean Fuels proposals being contemplated in state legislatures across the U.S.

We believe that EV charging is subject to seasonality related to driving, travel and economic activity that impacts demand for charging.

For example, Americans typically drive more miles in the summer months and fewer in the winter months, especially in January and February.

EVgo’s rideshare drivers also typically experience lower activity levels in the first quarter.

The exact impacts that these underlying trends have on charging demand has been difficult to discern given the growth in throughput and utilization that EVgo has experienced over the past several years.

Lastly, many utilities tend to charge higher rates in the summer (typically defined as a four month period starting in June), than the rest of the year.

Results of Operations for the Three Months Ended September 30, 2024 and 2023

The table below presents EVgo’s results of operations:

Three Months Ended September 30,

(dollars in thousands)

Charging, retail

Charging, commercial

Charging, OEM

Regulatory credit sales

Total charging network

Total revenue

Cost of sales

Charging network 1

Depreciation, net of capital-build amortization

Total cost of sales

Operating expenses

General and administrative

Depreciation, amortization and accretion

Total operating expenses

Operating loss

Interest income

Other (expense) income, net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other (expense) income, net

Loss before income tax expense

Income tax expense

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

Operating margin

Network throughput (GWh)

Number of DC Stalls on the EVgo Network (in thousands) as of

1 In the fourth quarter of 2023, the Company changed the presentation of cost of sales to disaggregate such costs between “charging network” and “other.” Previously reported amounts have been updated to conform to the current presentation.

* Percentage not meaningful.

Total revenue for the three months ended September 30, 2024 increased $32.4 million, or 92%, to $67.5 million compared to $35.1 million for the three months ended September 30, 2023.

As further discussed below, the increase in revenue was primarily due to a $13.3 million increase in retail charging revenue, an $11.4 million increase in eXtend revenue, a $4.6 million increase in commercial charging revenue, and a $2.8 million increase in OEM charging revenue.

Charging Revenue, Retail.

Charging revenue, retail, for the three months ended September 30, 2024 increased $13.3 million, or 100%, to $26.7 million compared to $13.4 million for the three months ended September 30, 2023.

Period-over-period growth was primarily due to an overall increase in throughput driven primarily by increased charging volume from a greater number of customers and more throughput per customer and, to a lesser extent, price increases.

Charging Revenue, Commercial.

Charging revenue, commercial, for the three months ended September 30, 2024 increased $4.6 million, or 113%, to $8.6 million compared to $4.0 million for the three months ended September 30, 2023.

Period-over-period growth was primarily due to higher charging volumes by the Company’s public fleet customers and, to a lesser extent, price increases.

Charging Revenue, OEM.

Charging revenue, OEM, for the three months ended September 30, 2024 increased $2.8 million, or 191%, to $4.3 million compared to $1.5 million for the three months ended September 30, 2023.

Period-over-period growth was primarily due to an increase in active OEM customers and increased throughput per customer.

Regulatory Credit Sales.

Regulatory credit sales for the three months ended September 30, 2024 increased $0.4 million, or 21%, to $2.2 million compared to $1.8 million for the three months ended September 30, 2023 due to the impact of increased throughput, partially offset by decreased market prices.

Network Revenue, OEM.

Network revenue, OEM, for the three months ended September 30, 2024 increased $0.2 million, or 15%, to $1.3 million compared to $1.1 million for the three months ended September 30, 2023.

The period-over-period increase was due to increased marketing activities and membership fees from OEM customers, partially offset by decreased breakage.

eXtend Revenue.

eXtend revenue for the three months ended September 30, 2024 increased $11.4 million, or 109%, to $21.9 million compared to $10.5 million for the three months ended September 30, 2023.

The increase was primarily due to an increase in construction projects in process or completed, partially offset by decreased equipment sales, compared to the same prior-year period.

Ancillary Revenue.

Ancillary revenue for the three months ended September 30, 2024 decreased $0.3 million, or 9%, to $2.6 million compared to $2.8 million for the three months ended September 30, 2023.

The decrease was primarily due to decreased engineering and construction services.

Cost of Sales

Charging Network.

Charging network cost of sales for the three months ended September 30, 2024 increased $13.3 million, or 86%, to $28.9 million compared to $15.6 million for the three months ended September 30, 2023.

The increase in charging network cost was primarily due to a $9.0 million increase in usage-related energy costs resulting from increased throughput and a $4.3 million increase in non-energy charging costs.

Other cost of sales for the three months ended September 30, 2024 increased $10.4 million, or 101%, to $20.8 million compared to $10.3 million for the three months ended September 30, 2023.

The increase in other cost of sales was primarily due to an increase in costs related to eXtend, partially offset by a decrease of $0.4 million in costs related to ancillary revenue.

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, for the three months ended September 30, 2024 increased $2.9 million, or 34%, to $11.5 million compared to $8.6 million for the three months ended September 30, 2023 due to the growth of EVgo’s charging network.

Gross Profit and Gross Margin

Gross profit for the three months ended September 30, 2024 increased to $6.4 million compared to $0.6 million for the three months ended September 30, 2023 primarily due to increased gross profit from charging revenues and eXtend revenue, partially offset by increased depreciation, net of capital-build amortization.

Gross margin for the three months ended September 30, 2024 was 9.4% compared to 1.7% for the three months ended September 30, 2023 primarily due to

higher margins from charging revenue resulting from improved leveraging of charging station costs, partially offset by lower margins due to decreased contributions from higher margin ancillary revenues and regulatory credit sales in the three months ended September 30, 2024 compared to the same prior-year period.

Operating Expenses

General and Administrative Expenses.

General and administrative expenses for the three months ended September 30, 2024 increased $1.1 million, or 3%, to $33.1 million compared to $32.0 million for the three months ended September 30, 2023.

The increase was primarily driven by a $1.0 million increase in payroll due to an increase in the overall headcount during the three months ended September 30, 2024 compared to the same prior-year period and a $0.7 million increase in legal and professional services, partially offset by a $1.2 million decrease in impairment expense.

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion expenses for the three months ended September 30, 2024 and 2023 was $5.0 million.

Operating Loss and Operating Margin

During the three months ended September 30, 2024, EVgo had an operating loss of $31.8 million, a decrease of $4.6 million, or 13%, compared to $36.4 million for the three months ended September 30, 2023.

The decrease in operating loss was driven primarily by an increase in gross profit, partially offset by increased general and administrative expenses.

Operating margin for the three months ended September 30, 2024 was negative 47.1% compared to negative 103.6% for the three months ended September 30, 2023 primarily due to improved leveraging of operating expenses and gross margin.

Interest Income

Interest income for the three months ended September 30, 2024 decreased $1.1 million, or 38%, to $1.8 million compared to $2.9 million for the three months ended September 30, 2023.

The decrease was due primarily to less cash and cash equivalents held in a high interest rate account by the Company and, to a lesser extent, lower interest rates during the three months ended September 30, 2024 compared to the same prior year period.

Other (Expense) Income, Net

Other (expense) income, net, for the three months ended September 30, 2024 and 2023 was de minimis.

Changes in Fair Values of Warrant and Earnout Liabilities

For the three months ended September 30, 2024, there was a $3.3 million loss resulting from the change in fair values of warrant and earnout liabilities compared to a $5.2 million gain for the three months ended September 30, 2023.

The change between periods was primarily due to an increase in the fair value of the warrant and earnout liabilities during the three months ended September 30, 2024 compared to a decrease during the same prior-year period.

See “ Part I, Item 1.

Financial Statements – Note 10 – Fair Value Measurements ” for more information.

For the three months ended September 30, 2024 and 2023, EVgo’s income taxes and effective tax rates were de minimis.

As of September 30, 2024 and 2023, EVgo maintained a full valuation allowance on EVgo’s net deferred tax assets.

Net loss for the three months ended September 30, 2024 was $33.3 million, compared to a net loss of $28.3 million for the three months ended September 30, 2023.

The change was primarily driven by an $8.5 million impact from changes in the fair values of the warrant and earnout liabilities and a $1.1 million increase in general and administrative expenses, partially offset by increased gross profit of $5.8 million.

Results of Operations for the Nine Months Ended September 30, 2024 and 2023

The table below presents EVgo’s results of operations:

Nine Months Ended September 30,

(dollars in thousands)

Our rideshare drivers also typically experience lower activity levels in the first quarter.

The exact impact that these underlying trends have on charging demand has been difficult to discern given the growth in throughput and utilization that we have experienced over the past several years.

Lastly, we experience seasonality in our electric costs as many electric utilities charge higher rates in the summer (typically defined as a four-month period starting in June), than the rest of the year.

Results of Operations for the Three Months Ended March 31, 2025 and 2024

The table below presents our results of operations:

Three Months Ended March 31,

(in thousands)

Charging, retail

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Total cost of sales

¹ During the fourth quarter of 2024, we reclassed revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

In addition, the associated costs for those revenues were reclassed from charging network cost of sales to other cost of sales.

Previously reported amounts have been updated to conform to the current period presentation.

Three Months Ended March 31,

(in thousands)

Operating expenses

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Operating loss

Interest expense

Interest income

Other (expense) income, net

Other expense, net

Change in fair value of earnout liability

6 unchanged sentences

Operating margin

Network throughput (GWh) on the EVgo Network

Number of DC Stalls on the EVgo Network (in thousands) as of

* Percentage more than 999%.

Total revenue for the nine months ended September 30, 2024 increased $78.4 million, or 71%, to $189.3 million compared to $111.0 million for the nine months ended September 30, 2023.

As further discussed below, the increase in revenue was primarily due to a $38.3 million increase in retail charging revenue, a $14.7 million increase in eXtend revenue, a $13.4 million increase in commercial charging revenue, and a $7.7 million increase in OEM charging revenue.

Network throughput (GWh) on the EVgo Public Network

Number of DC Stalls on the EVgo Public Network (in thousands) as of

* Percent not meaningful.

¹ During the fourth quarter of 2024, we reclassed revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

In addition, the associated costs for those revenues were reclassed from charging network cost of sales to other cost of sales.

Previously reported amounts have been updated to conform to the current period presentation.

Total revenue for the three months ended March 31, 2025 increased $20.1 million, or 36%, to $75.3 million compared to $55.2 million for the three months ended March 31, 2024.

As further discussed below, the increase in revenue was primarily due to an $11.7 million increase in retail charging revenue, a $4.3 million increase in eXtend revenue, a $2.7 million increase in commercial charging revenue, and a $2.5 million increase in OEM charging revenue.

Charging Revenue, Retail.

Charging revenue, retail, for the nine months ended September 30, 2024 increased $38.3 million, or 132%, to $67.3 million compared to $29.1 million for the nine months ended September 30, 2023.

Charging revenue, retail, for the three months ended March 31, 2025 increased $11.7 million, or 64%, to $30.0 million compared to $18.3 million for the three months ended March 31, 2024.

Period-over-period growth was primarily due to overall increase in throughput volume from a greater number of customers and more throughput per customer.

Charging Revenue, Commercial.

Charging revenue, commercial, for the nine months ended September 30, 2024 increased $13.4 million, or 164%, to $21.6 million compared to $8.2 million for the nine months ended September 30, 2023.

Period-over-period growth was primarily due to higher charging volumes by the Company’s public fleet customers and, to a lesser extent, price increases.

Charging revenue, commercial, for the three months ended March 31, 2025 increased $2.7 million, or 52%, to $7.8 million compared to $5.1 million for the three months ended March 31, 2024.

Period-over-period growth was primarily due to higher charging volumes from a greater number of public fleet customers and more throughput per customer.

Charging Revenue, OEM.

Charging revenue, OEM, for the nine months ended September 30, 2024 increased $7.7 million, or 254%, to $10.7 million compared to $3.0 million for the nine months ended September 30, 2023.

Period-over-period growth was primarily due to an increased enrollment of OEM customers resulting in increased throughput.

Charging revenue, OEM, for the three months ended March 31, 2025 increased $2.5 million, or 92%, to $5.3 million compared to $2.7 million for the three months ended March 31, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners

Regulatory Credit Sales.

Regulatory credit sales for the nine months ended September 30, 2024 increased $1.3 million, or 29%, to $6.0 million compared to $4.6 million for the nine months ended September 30, 2023 due to the impact of increased throughput, partially offset by decreased market prices.

Regulatory credit sales for the three months ended March 31, 2025 increased $0.8 million, or 37%, to $2.8 million compared to $2.0 million for the three months ended March 31, 2024 due to increased throughput resulting in additional credit generation.

Network Revenue, OEM.

Network revenue, OEM, for the nine months ended September 30, 2024 increased $1.8 million, or 39%, to $6.3 million compared to $4.6 million for the nine months ended September 30, 2023.

The period-over-period increase was primarily due to increased marketing activities and membership fees from OEM customers, partially offset by decreased breakage.

Network revenue, OEM, for the three months ended March 31, 2025 decreased $2.2 million, or 63%, to $1.3 million compared to $3.4 million for the three months ended March 31, 2024.

The period-over-period decrease was primarily due to a higher amount of breakage realized during the three months ended March 31, 2024 related to an OEM program that is winding down.

eXtend Revenue.

eXtend revenue for the nine months ended September 30, 2024 increased $14.7 million, or 27%, to $68.7 million compared to $54.0 million for the nine months ended September 30, 2023.

The increase was primarily due to an increase in construction projects in process or completed, partially offset by decreased equipment sales, compared to the same prior year period.

eXtend revenue for the three months ended March 31, 2025 increased $4.3 million, or 23%, to $23.5 million compared to $19.2 million for the three months ended March 31, 2024.

The increase was primarily due to an $11.7 million increase due to more construction projects in process or completed and, to a lesser extent, an increase due to the recognition of certain construction change order costs that were incurred in a prior year, which was partially offset by an $8.0 million decrease in equipment sales compared to the same prior-year period.

Ancillary Revenue.

Ancillary revenue for the nine months ended September 30, 2024 increased $1.3 million, or 17%, to $8.7 million compared to $7.5 million for the nine months ended September 30, 2023.

The increase was primarily due to increased equipment sales, partially offset by decreased revenue from dedicated fleet contracts.

Ancillary revenue for the three months ended March 31, 2025 increased $0.3 million, or 7% to $4.7 million compared to $4.4 million for the three months ended March 31, 2024.

The increase was primarily due to a $2.2 million increase in revenue from dedicated fleet customers, offset by a $1.2 million decrease in equipment sales.

Cost of Sales

Charging Network.

Charging network cost of sales for the nine months ended September 30, 2024 increased $34.8 million, or 93%, to $72.4 million compared to $37.5 million for the nine months ended September 30, 2023.

The increase in charging network cost was primarily due to a $24.1 million increase in usage-related energy costs resulting from increased throughput and a $10.7 million increase in non-energy charging costs.

Other cost of sales for the nine months ended September 30, 2024 increased $19.3 million, or 43%, to $64.3 million compared to $45.0 million for the nine months ended September 30, 2023.

The increase in other cost of sales was primarily due to an increase of $17.8 million in costs to support eXtend revenue and an increase of $0.8 million in costs to support ancillary revenue .

Charging network cost of sales for the three months ended March 31, 2025 increased $10.9 million, or 58%, to $29.6 million compared to $18.7 million for the three months ended March 31, 2024.

The increase in charging network cost was primarily due to a $7.3 million increase in usage-related energy costs resulting from increased throughput and a $3.6 million increase in non-energy costs due to the growth of our charging network.

Other cost of sales for the three months ended March 31, 2025 increased $1.2 million, or 6%, to $20.4 million compared to $19.2 million for the three months ended March 31, 2024.

The increase in other cost of sales was primarily due to a $2.4 million increase in costs to support our eXtend revenue, which was partially offset by a $1.0 million decrease in costs related to equipment sales.

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, for the nine months ended September 30, 2024 increased $10.8 million, or 49%, to $33.1 million compared to $22.2 million for the nine months ended September 30, 2023 due to the growth of EVgo’s charging network.

Depreciation, net of capital-build amortization, for the three months ended March 31, 2025 increased $5.6 million, or 54%, to $16.0 million compared to $10.4 million for the three months ended March 31, 2024 due to the growth of our charging network.

Gross Profit and Gross Margin

Gross profit for the nine months ended September 30, 2024 increased to $19.6 million compared to $6.2 million for the nine months ended September 30, 2023 primarily due to increased gross profit from charging revenues, partially offset by decreased gross profit from eXtend revenues and increased depreciation, net of capital-build amortization.

Gross margin for the nine months ended September 30, 2024 was 10.4% compared to 5.6% for the nine months ended September 30, 2023 primarily due to higher margins on charging revenue resulting from improved leveraging of charging station costs, partially offset by lower margins from eXtend revenues resulting from a shift of higher equipment sales in the nine months ended September 30, 2023 to higher construction revenue in the nine months ended September 30, 2024.

Gross profit for the three months ended March 31, 2025 increased $2.5 million to $9.3 million, compared to $6.8 million for the three months ended March 31, 2024.

Gross margin for the three months ended March 31, 2025 and 2024 was 12.4%.

Operating Expenses

General and Administrative Expenses.

General and administrative expenses for the nine months ended September 30, 2024 decreased $3.1 million, or 3%, to $101.2 million compared to $104.2 million for the nine months ended September 30, 2023.

The decrease was primarily driven by a $3.0 million decrease in impairment expense, a $1.4 million decrease in payroll expenses primarily driven by lower share-based compensation, and a $0.7 million decrease in insurance expense, partially offset by a $0.8 million increase in storage and freight costs.

General and administrative expenses for the three months ended March 31, 2025 increased $4.4 million, or 13%, to $38.6 million compared to $34.2 million for the three months ended March 31, 2024.

The increase was primarily driven by a $2.3 million increase in payroll costs due to the increase in headcount, a $1.1 million increase in professional and legal fees, and a $0.5 million increase in software costs.

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion expenses for the nine months ended September 30, 2024 increased $0.5 million, or 3% to $15.0 million compared to $14.5 million for the nine months ended September 30, 2023.

The increase was primarily driven by an increase in software amortization, partially offset by a decrease in amortization of intangible assets.

Depreciation, amortization and accretion expenses for the three months ended March 31, 2025 decreased $0.9 million, or 18% to $4.1 million compared to $5.0 million for the three months ended March 31, 2024.

The decrease was primarily due to $0.6 million in decreased amortization related to intangible

assets and $0.4 million in decreased amortization related to software, which were partially offset by a $0.2 million increase in accretion.

Operating Loss and Operating Margin

During the nine months ended September 30, 2024, EVgo had an operating loss of $96.5 million, an improvement of $16.0 million, or 14%, compared to $112.6 million for the nine months ended September 30, 2023.

The decrease in operating loss was driven primarily by an increase in gross profit and decreased general and administrative expenses.

Operating margin for the nine months ended September 30, 2024 was negative 51.0% compared to negative 101.5% for the nine months ended September 30, 2023 primarily due to improved gross margin and improved leveraging of operating expenses.

During the three months ended March 31, 2025, we had an operating loss of $33.4 million, a decrease of $1.0 million, or 3%, compared to $32.4 million for the three months ended March 31, 2024.

Operating margin for the three months ended March 31, 2025 was negative 44.4% compared to negative 58.7% for the three months ended March 31, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

Interest Expense

Interest expense for the three months ended March 31, 2025 was $0.5 million, due to $1.0 million in paid-in-kind interest and $0.3 million from the amortization of deferred debt issuance costs, partially offset by capitalized interest of $0.8 million.

There was no interest expense incurred during the three months ended March 31, 2024.

Interest Income

Interest income for the nine months ended September 30, 2024 decreased $0.9 million, or 13%, to $6.1 million compared to $7.1 million for the nine months ended September 30, 2023.

The decrease was primarily due to the decreased cash held by the Company during the nine months ended September 30, 2024 compared to the same prior-year period.

Other (Expense) Income, Net

Other (expense) income, net, for the nine months ended September 30, 2024 and 2023 was de minimis.

Interest income for the three months ended March 31, 2025 decreased $0.6 million, or 25%, to $1.7 million compared to $2.3 million for the three months ended March 31, 2024.

The decrease was primarily due to the decreased cash held by us and lower interest rates during the three months ended March 31, 2025 compared to the same prior-year period.

Other Expense, Net

Other expense, net, for the three months ended March 31, 2025 and 2024 was de minimis.

Changes in Fair Values of Warrant and Earnout Liabilities

For the nine months ended September 30, 2024, there was a $0.6 million loss resulting from the change in fair values of warrant and earnout liabilities compared to a gain of $6.7 million for the nine months ended September 30, 2023.

The change between periods was primarily due to an increase in the fair values of the warrant and earnout liabilities during the nine months ended September 30, 2024, compared to a decrease in the fair values of the warrant and earnout liabilities during the same prior-year period.

See “ Part I, Item 1.

Financial Statements – Note 10 – Fair Value Measurements ” for more information.

For the nine months ended September 30, 2024 and 2023, EVgo’s income taxes and effective tax rates were de minimis.

As of September 30, 2024 and 2023, EVgo maintained a full valuation allowance on EVgo’s net deferred tax assets.

Net loss for the nine months ended September 30, 2024 was $91.1 million, compared to $98.9 million for the nine months ended September 30, 2023.

The improvement was primarily driven by increased gross profit of $13.4 million and a $3.1 million decrease in general and administrative expenses, partially offset by a $7.2 million decrease from changes in the fair values of the warrant and earnout liabilities.

For the three months ended March 31, 2025, there was a $6.1 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $1.9 million gain for the three months ended March 31, 2024.

The change between periods was primarily due to a larger decrease in the fair value of the warrant and earnout liabilities during the three months ended March 31, 2025 compared to the same prior year period.

For the three months ended March 31, 2025 and 2024, our income taxes and effective tax rates were de minimis.

As of March 31, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Net Loss Attributable to Class A Common Stockholders

Net loss attributable to Class A common stockholders for the three months ended March 31, 2025 was $11.4 million, compared to $9.8 million for the three months ended March 31, 2024.

The increase was primarily driven by the decreased net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024.

Non-GAAP Financial Measures

This Quarterly Report includes the following non-GAAP financial measures, in each case as defined below:

“Charging Network Margin,” “Adjusted Cost of Sales,” “Adjusted Cost of Sales as a Percentage of Revenue,” “Adjusted Gross Profit (Loss),” “Adjusted Gross Margin,” “Adjusted General and Administrative Expenses,” “Adjusted General and Administrative Expenses as a Percentage of Revenue,” “EBITDA,” “EBITDA Margin,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Capital Expenditures, Net of Capital Offsets.” With respect to Capital Expenditures, Net of Capital Offsets, pursuant to the terms of certain OEM contracts, EVgo is paid well in advance of when revenue can be recognized, and usually, the payment is tied to the number of stalls that commence operations under the applicable contractual arrangement while the related revenue is deferred at the time of payment and is recognized as revenue over time as EVgo provides charging and other services to the OEM and the OEM’s customers.

EVgo management therefore uses these measures internally to establish forecasts, budgets, and operational goals to manage and monitor its business, including the cash used for, and the return on, its investment in its charging infrastructure.

EVgo believes that these measures are useful to investors in evaluating EVgo’s performance and help to depict a meaningful representation of the performance of the underlying business, enabling EVgo to evaluate and plan more effectively for the future.

Charging Network Margin, Adjusted Cost of Sales, Adjusted Cost of Sales as a Percentage of Revenue, Adjusted Gross Profit (Loss), Adjusted Gross Margin, Adjusted General and Administrative Expenses, Adjusted General and Administrative Expenses as a Percentage of Revenue, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Capital Expenditures, Net of Capital Offsets are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies.

These measures should not be considered as measures of financial performance under GAAP and the items excluded from or included in these metrics are significant components in understanding and assessing EVgo’s financial performance.

“Charging Network Gross Profit,” “Charging Network Gross Margin,” “Adjusted Cost of Sales,” “Adjusted Cost of Sales as a Percentage of Revenue,” “Adjusted Gross Profit (Loss),” “Adjusted Gross Margin,” “Adjusted General and Administrative

Expenses,” “Adjusted General and Administrative Expenses as a Percentage of Revenue,” “EBITDA,” “EBITDA Margin,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Capital Expenditures, Net of Capital Offsets.” With respect to Capital Expenditures, Net of Capital Offsets, pursuant to the terms of certain OEM contracts, we are paid well in advance of when revenue can be recognized, and usually, the payment is tied to the number of stalls that commence operations under the applicable contractual arrangement while the related revenue is deferred at the time of payment and is recognized as revenue over time as we provide charging and other services to the OEM and the OEM’s customers.

Our management therefore uses these measures internally to establish forecasts, budgets, and operational goals to manage and monitor our business, including the cash used for, and the return on, our investment in our charging infrastructure.

We believe that these measures are useful to investors in evaluating our performance and help to depict a meaningful representation of the performance of the underlying business, enabling us to evaluate and plan more effectively for the future.

Charging Network Gross Profit, Charging Network Gross Margin, Adjusted Cost of Sales, Adjusted Cost of Sales as a Percentage of Revenue, Adjusted Gross Profit (Loss), Adjusted Gross Margin, Adjusted General and Administrative Expenses, Adjusted General and Administrative Expenses as a Percentage of Revenue, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Capital Expenditures, Net of Capital Offsets are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies.

These metrics should not be considered as alternatives to net income (loss) or any other performance measures derived in accordance with GAAP.

EVgo defines Charging Network Margin as total charging network revenue less charging network cost of sales divided by total charging network revenue.

EVgo defines Adjusted Cost of Sales as cost of sales before:

We define Charging Network Gross Profit as total charging network revenue less charging network cost of sales.

We define Charging Network Gross Margin as Charging Network Gross Profit divided by total charging network revenue.

We define Adjusted Cost of Sales as cost of sales before:

(i) depreciation, net of capital-build amortization, and (ii) share-based compensation.

EVgo defines Adjusted Cost of Sales as a Percentage of Revenue as Adjusted Cost of Sales as a percentage of revenue.

EVgo defines Adjusted Gross Profit (Loss) as revenue less Adjusted Cost of Sales.

EVgo defines Adjusted Gross Margin as Adjusted Gross Profit (Loss) as a percentage of revenue.

EVgo defines Adjusted General and Administrative Expenses as general and administrative expenses before (i) share-based compensation, (ii) loss on disposal of property and equipment, net of insurance recoveries, and impairment expense, (iii) bad debt expense (recoveries), and (iv) certain other items that management believes are not indicative of EVgo’s ongoing performance.

EVgo defines Adjusted General and Administrative Expenses as a Percentage of Revenue as Adjusted General and Administrative Expenses as a percentage of revenue.

EVgo defines EBITDA as net income (loss) before (i) depreciation, net of capital-build amortization, (ii) amortization, (iii) accretion, (iv) interest income, (v) interest expense, and (vi) income tax expense (benefit).

EVgo defines EBITDA Margin as EBITDA as a percentage of revenue.

EVgo defines Adjusted EBITDA as EBITDA plus (i) share-based compensation, (ii) loss on disposal of property and equipment, net of insurance recoveries, and impairment expense, (iii) loss (gain) on investments, (iv) bad debt expense (recoveries), (v) change in fair value of earnout liability, (vi) change in fair value of warrant liabilities, and (vii) certain other items that management believes are not indicative of EVgo’s ongoing performance.

EVgo defines Adjusted EBITDA

Margin as Adjusted EBITDA as a percentage of revenue.

EVgo defines Capital Expenditures, Net of Capital Offsets as capital expenditures adjusted for the following capital offsets:

We define Adjusted Cost of Sales as a Percentage of Revenue as Adjusted Cost of Sales as a percentage of revenue.

We define Adjusted Gross Profit (Loss) as revenue less Adjusted Cost of Sales.

We define Adjusted Gross Margin as Adjusted Gross Profit (Loss) as a percentage of revenue.

We define Adjusted General and Administrative Expenses as general and administrative expenses before (i) share-based compensation, (ii) loss on disposal of property and equipment, net of insurance recoveries, and impairment expense, (iii) bad debt expense (recoveries), and (iv) certain other items that we believe are not indicative of our ongoing performance.

We define Adjusted General and Administrative Expenses as a Percentage of Revenue as Adjusted General and Administrative Expenses as a percentage of revenue.

We define EBITDA as net income (loss) before (i) depreciation, net of capital-build amortization, (ii) amortization, (iii) accretion, (iv) interest expense, (v) interest income, and (vi) income tax expense (benefit).

We define EBITDA Margin as EBITDA as a percentage of revenue.

We define Adjusted EBITDA as EBITDA plus (i) share-based compensation, (ii) loss on disposal of property and equipment, net of insurance recoveries, and impairment expense, (iii) loss (gain) on investments, (iv) bad debt expense (recoveries), (v) change in fair value of earnout liability, (vi) change in fair value of warrant liabilities, and (vii) certain other items that we believe are not indicative of our ongoing performance.

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue.

We define Capital Expenditures, Net of Capital Offsets as capital expenditures adjusted for the following capital offsets:

(i) all payments under OEM infrastructure agreements excluding any amounts directly attributable to OEM customer charging credit programs and pass-through of non-capital expense reimbursements, (ii) proceeds from capital-build funding and (iii) proceeds from the transfer of 30C income tax credits, net of transaction costs.

The tables below present quantitative reconciliations of these measures to their most directly comparable GAAP measures as described in this paragraph.

The following unaudited table presents a reconciliation of Charging Network Margin, Adjusted Cost of Sales, Adjusted Cost of Sales as a Percentage of Revenue, Adjusted Gross Profit and Adjusted Gross Margin to the most directly comparable GAAP measures:

Three Months Ended

Nine Months Ended

September 30,

(dollars in thousands)

The following unaudited table presents a reconciliation of Charging Network Gross Profit and Charging Network Gross Margin to the most directly comparable GAAP measures:

Three Months Ended March 31,

(in thousands)

GAAP total charging network revenue 1

GAAP charging network cost of sales 1

Charging Network Margin

Charging Network Gross Profit

Charging Network Gross Margin

¹ During the fourth quarter of 2024, we reclassed revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

In addition, the associated costs for those revenues were reclassed from charging network cost of sales to other cost of sales.

Previously reported amounts have been updated to conform to the current period presentation.

The following unaudited table presents a reconciliation of Adjusted Cost of Sales, Adjusted Cost of Sales as a Percentage of Revenue, Adjusted Gross Profit and Adjusted Gross Margin to the most directly comparable GAAP measures:

Three Months Ended March 31,

(in thousands)

GAAP cost of sales

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GAAP gross margin

Adjusted Cost of Sales adjustments

Depreciation, net of capital-build amortization

Share-based compensation

Total adjustments

Total Adjusted Cost of Sales adjustments

Adjusted Cost of Sales

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The following unaudited table presents a reconciliation of Adjusted General and Administrative Expenses and Adjusted General and Administrative Expenses as a Percentage of Revenue to the most directly comparable GAAP measures:

Three Months Ended

Nine Months Ended

September 30,

(dollars in thousands)

Three Months Ended March 31,

(in thousands)

GAAP general and administrative expenses

GAAP general and administrative expenses as a percentage of revenue

Less adjustments:

Share-based compensation

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Adjusted General and Administrative Expenses as a Percentage of Revenue

For the nine months ended September 30, 2024, comprised primarily of costs and adjustments related to the organizational realignment announced by the Company on January 17, 2024.

For the nine months ended September 30, 2023, comprised primarily of costs related to the previous reorganization of Company resources announced by the Company on February 23, 2023 and the petition filed by EVgo in the Delaware Court of Chancery in February 2023 seeking validation of EVgo's charter and share structure (the "205 Petition").

¹ For the quarter ended March 31, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the quarter ended March 31, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

The following unaudited table presents a reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP measure:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(dollars in thousands)

1 unchanged sentence

GAAP net loss margin

EBITDA adjustments:

Depreciation, net of capital-build amortization

Interest expense

Interest income

1 unchanged sentence

EBITDA Margin

Adjusted EBITDA Adjustments:

Share-based compensation

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Change in fair value of warrant liabilities

Total adjustments

Total Adjusted EBITDA adjustments

Adjusted EBITDA

Adjusted EBITDA Margin

For the nine months ended September 30, 2024, comprised primarily of costs and adjustments related to the organizational realignment announced by the Company on January 17, 2024.

¹ For the quarter ended March 31, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the quarter ended March 31, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

The following unaudited table presents a reconciliation of Capital Expenditures, Net of Capital Offsets, to the most directly comparable GAAP measure:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(dollars in thousands)

3 unchanged sentences

Proceeds from capital-build funding

Proceeds from transfer of 30C income tax credits, net

Total capital offsets

1 unchanged sentence

Liquidity and Capital Resources

EVgo has a history of operating losses and negative operating cash flows.

As of September 30, 2024, EVgo had $153.4 million of cash, cash equivalents and restricted cash and working capital of $121.6 million.

As of December 31, 2023, EVgo had $209.1 million of cash, cash equivalents and restricted cash and working capital of $178.1 million.

The Company’s net cash outflow for the nine months ended September 30, 2024 was $55.7 million.

EVgo believes its cash and cash equivalents on hand as of September 30, 2024 are sufficient to meet EVgo’s current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Quarterly Report.

To date, EVgo’s primary sources of liquidity have been cash flows from the CRIS Business Combination, revenues from its various revenue streams, government grants, proceeds from the transfer of 30C income tax credits, proceeds from sales of EVgo’s Class A common stock, including under the ATM Program and an underwritten equity offering, and loans and equity contributions from its previous owners.

EVgo’s primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers and capital expenditures (including property and equipment).

EVgo’s principal uses of cash in recent periods have been funding its operations and investing in capital expenditures, including the purchase of EV chargers for installation.

In July 2022, EVgo entered into the Delta Charger Supply Agreement and the Purchase Order with Delta, pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta from time to time in specified quantities at certain delivery dates over a period of four years.

EVgo is obligated to purchase at least 1,000 chargers (which will enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with the option, at EVgo’s election, to increase the number of chargers purchased to 1,100.

Under the terms of the Purchase Order, EVgo is required to make full payment on such chargers within 60 days of receipt.

EVgo’s obligations under the Purchase Order are take-or-pay obligations;

however, EVgo’s liability is capped at a maximum of the greater of $30.0 million or 50% of the value of any outstanding firm orders.

EVgo entered into the Delta Charger Supply Agreement and Purchase Order in order to meet its obligations under the Pilot Infrastructure Agreement, other potential contractual commitments and its own needs and intends to fund the capital expenditure required under the Delta Charger Supply Agreement and Purchase Order with proceeds from the Pilot Infrastructure Agreement as well as cash and cash equivalents on hand.

We have a history of operating losses and negative operating cash flows.

As of March 31, 2025, we had $170.6 million of cash, cash equivalents and restricted cash and working capital of $140.4 million.

As of December 31, 2024, we had $120.5 million of cash, cash equivalents and restricted cash and working capital of $94.0 million.

Our net cash inflow for the three months ended March 31, 2025 was $50.1 million.

We believe our cash, cash equivalents, and restricted cash on hand as of March 31, 2025 are sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Quarterly Report.

To date, our primary sources of liquidity have been cash flows from the CRIS Business Combination, revenues from our various revenue streams, government grants, proceeds from the transfer of 30C income tax credits, proceeds from sales of our Class A common stock, including under the ATM Program and an underwritten equity offering, loans and equity contributions from our previous owners, and borrowings under long-term debt arrangements.

Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers and capital expenditures (including property and equipment).

Our principal uses of cash in recent periods have been funding our operations and investing in capital expenditures, including the purchase of EV chargers for installation.

On December 12, 2024, the Borrower entered into the Guarantee Agreement with the DOE as guarantor.

See Part I, Item 1, “Financial Statements — Note 8 — Long-Term Debt” for additional information.

The DOE Loan is structured as a senior secured loan facility of up to $1.248 billion, consisting of $1.05 billion of principal and up to $193 million of capitalized interest.

The DOE Loan provides that the Borrower may draw on the DOE Loan, each such draw, an Advance, at any time during the Availability Period.

Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties.

As of March 31, 2025, the Borrower has $979.1 million of principal remaining available to it that it can borrow, subject to the satisfaction of customary conditions.

In April 2025, the Borrower received Advances of $18.9 million.

All proceeds from the DOE Loan will be used to reimburse us for up to 80% of certain costs associated with the construction, installation and deployment of approximately 7,500 new DC Stalls nationwide.

At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to the Borrower as collateral and we may be required to contribute additional DC Stalls or cash to the Borrower from time to time.

We, through our subsidiary, EVgo Services, will provide charge point operator services to the Borrower for the duration of the DOE Loan.

Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed stations operational and make our required debt service and fee payments.

The DOE Loan matures on January 7, 2042.

Beginning on March 15, 2030 and March 15, 2032, the Borrower will be required to make quarterly payments of interest and principal, respectively, to the FFB.

Interest rates are fixed at the applicable long-dated U.S.

Treasury rate plus a combined liquidity spread and risk-based charge of approximately 1.2% in the aggregate, and accrued interest is capitalized until the end of the Availability Period.

Subject to certain conditions, including the existence of no events of default, the Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan.

Additionally, in the event of a Mandatory Prepayment Event (as defined in the Guarantee Agreement), the Borrower shall be required to prepay certain amounts outstanding under the DOE Loan.

The Borrower’s obligations to the DOE and FFB under the DOE Loan are secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of the Borrower and the equity interests of the Borrower.

Delta Charger Supply Agreement

In July 2022, we entered into the Delta Charger Supply Agreement and the Purchase Order with Delta, pursuant to which we will purchase and Delta will sell EV chargers manufactured by Delta from time to time in specified quantities at certain delivery dates over a period of four years.

We are obligated to purchase at least 1,000 chargers (which will enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with the option, at our election, to increase the number of chargers purchased to 1,100.

Under the terms of the Purchase Order, we are required to make full payment on such chargers within 60 days of receipt.

Our obligations under the Purchase Order are take-or-pay obligations;

however, our liability is capped at a maximum of the greater of $30.0 million or 50% of the value of any outstanding firm orders.

We entered into the Delta Charger Supply Agreement and Purchase Order in order to meet our obligations under the Pilot Infrastructure Agreement, other potential contractual commitments and our own needs and we intend to fund the capital expenditure required under the Delta Charger Supply Agreement and Purchase Order with proceeds from the Pilot Infrastructure Agreement as well as cash, cash equivalents and restricted cash on hand.

Tax Receivable Agreement

The term of the Tax Receivable Agreement commenced upon the completion of the CRIS Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless the Tax Receivable Agreement is terminated early (including upon a change of control).

1 unchanged sentence

However, the Company Group expects that the payments that it will be required to make to TRA Holders in connection with the Tax Receivable Agreement will be substantial.

Any payments made by the Company Group to TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to EVgo or EVgo OpCo.

To the extent EVgo OpCo has available cash and subject to the terms of any current or future debt or other agreements, the EVgo OpCo A&R LLC Agreement will require EVgo OpCo to make pro rata cash distributions to holders of EVgo OpCo Units, including Thunder Sub, in an amount sufficient to allow the Company Group to pay its taxes and to make payments under the Tax Receivable

EVgo generally expects EVgo OpCo to fund such distributions out of available cash.

Any payments made by the Company Group to TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us or EVgo OpCo.

We generally expect EVgo OpCo to fund such distributions out of available cash.

However, except in cases where the Company Group elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control, or the Company Group has available cash but fails to make payments when due, generally the Company Group may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments.

1 unchanged sentence

In certain circumstances (including an early termination of the Tax Receivable Agreement due to a change of control or otherwise), payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

In the case of such an acceleration in connection with a change of control, where applicable, EVgo generally expects the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration, which could have a significant impact on EVgo’s ability to consummate a change of control or the proceeds received by EVgo’s stockholders in connection with a change of control.

However, the Company Group may be required to fund such payment from other sources and, as a result, any early termination of the Tax Receivable Agreement could have a substantial negative impact on EVgo’s liquidity or financial condition.

The following table summarizes EVgo’s consolidated cash flows:

Nine Months Ended September 30,

In the case of such an acceleration in connection with a change of control, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration, which could have a significant impact on our ability to consummate a change of control or the proceeds received by our stockholders in connection with a change of control.

The following table summarizes our consolidated cash flows:

Three Months Ended March 31,

(in thousands)

Cash flows provided by (used in) operating activities

Cash flows used in operating activities

Cash flows used in investing activities

Cash flows provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

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

Operating Activities

Cash provided by operating activities for the nine months ended September 30, 2024 was $5.6 million compared to cash used in operating activities of $29.8 million for the nine months ended September 30, 2023.

The year-over-year change primarily reflected a $18.9 million increase in cash flows from operations, an $14.1 million increase in cash inflows from accounts receivable, net, and an $11.0 million increase in cash flows from other current and noncurrent liabilities, partially offset by a $4.2 million decrease in cash flows from deferred revenue, a $2.6 million decrease in cash flows from accounts payable, and a $1.8 million decrease in cash flows from prepaid expenses, other current assets and other assets.

Cash used in operating activities for the three months ended March 31, 2025 was $10.2 million compared to $14.1 million for the three months ended March 31, 2024.

The year-over-year change primarily reflected a $4.7 million increase in depreciation, amortization and accretion, a $3.2 million increase in cash flows from accounts receivable, net, and a $2.9 million increase in cash flows from deferred revenue, partially offset by a $3.6 million increase in the gain resulting from the change in fair values of the warrant liabilities a $3.0 million decrease in cash flows from prepaids and other current assets and other assets, and a $2.1 million decrease in cash flows from accrued liabilities.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2024 was $70.9 million, compared to $123.8 million for the nine months ended September 30, 2023.

Cash used in investing activities for the three months ended March 31, 2025 was $15.0 million, compared to $21.0 million for the three months ended March 31, 2024.

The decrease was primarily driven by a decrease in purchases of property, equipment and software.

Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2024 was $9.6 million compared to $135.8 million for the nine months ended September 30, 2023.

The decrease was driven primarily by the proceeds from the issuance of Class A common stock in the Company’s underwritten equity offering during the nine months ended September 30, 2023.

Cash provided by financing activities for the three months ended March 31, 2025 was $75.3 million compared to $1.5 million for the three months ended March 31, 2024.

The increase was driven primarily by $75.3 million in proceeds from long-term debt received during the three months ended March 31, 2025, partially offset by a $1.2 million increase in payments of deferred debt issuance costs compared to the same prior-year period.

Working Capital

EVgo’s working capital as of September 30, 2024 was $121.6 million, compared to $178.1 million as of December 31, 2023.

The decrease was driven primarily by a $55.7 million decrease in the Company’s cash, cash equivalents and restricted cash and a $10.8 million increase in other current liabilities, partially offset by a $6.5 million increase in accounts receivable, capital-build, and a $5.2 million increase in prepaid expenses and other current assets.

Our working capital as of March 31, 2025 was $140.4 million, compared to $94.0 million as of December 31, 2024.

The increase was driven primarily by a $32.7 million increase in cash and cash equivalents, an $11.5 million increase in restricted cash and an $8.3 million decrease in accrued liabilities , partially offset by a $4.3 million increase in deferred revenue, current, a $3.1 million increase in accounts payable, and a $2.8 million decrease in accounts receivable, net.

Contractual Obligations and Commitments

EVgo has material cash requirements for known contractual obligations and commitments in the form of operating leases, purchase commitments and certain other liabilities that are disclosed in

“ Part I, Item 1.

Financial Statements – Note 9 – Commitments and Contingencies.

” EVgo generally expects to fund these obligations through its existing cash and cash equivalents and future financing or cash flows from operations.

We have material cash requirements for known contractual obligations and commitments in the form of operating leases, purchase commitments and certain other liabilities that are disclosed in Part I, Item 1, “Financial Statements — Note 10 — Commitments and Contingencies.” We generally expect to fund these obligations through our existing cash, cash equivalents and restricted cash, draws under the DOE Loan, and future financing or cash flows from operations.

Critical Accounting Policies and Estimates

The discussion and analysis of EVgo’s financial condition and results of operations is based upon EVgo’s condensed consolidated financial statements, which have been prepared in accordance with GAAP.

The preparation of EVgo’s 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.

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

Actual results experienced may vary materially and adversely from EVgo’s estimates.

The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP.

The preparation of our financial

statements requires us 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.

Management bases these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances.

Actual results experienced may vary materially and adversely from our estimates.

Revisions to estimates are recognized prospectively.

See “ Part I, Item 1.

Financial Statements – Note 2 – Summary of Significant Accounting Policies ” for additional detail regarding the significant accounting policies that have been followed in preparing EVgo’s condensed consolidated financial statements.

The accounting policies described below are those EVgo considers to be the most critical to an understanding of its financial condition and results of operations and that require the most complex and subjective management judgment.

EVgo considers its critical accounting estimates to be those related to its revenue recognition, impairment of goodwill and intangible assets and warrant liabilities, which are described below.

See Part I, Item 1, “ Financial Statements — Note 2 — Summary of Significant Accounting Policies” for additional description of the significant accounting policies that have been followed in preparing our condensed consolidated financial statements.

The accounting policy described below is considered to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgment.

We consider our critical accounting estimates to be those related to our revenue recognition, which is described below .

Revenue Recognition

EVgo recognizes revenue in accordance with ASC 606.

Recording revenue may require judgment, including determining whether an arrangement includes multiple performance obligations, whether any of those obligations are distinct and cannot be combined and allocation of the transaction price to each performance obligation based on the relative standalone selling prices (“SSP”).

We recognize revenue in accordance with ASC 606.

Revenue for performance obligations can be recognized over time or at a point in time depending on the nature of the performance obligation.

Changes to the elements in an arrangement or, in EVgo’s determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenue reflected in its consolidated financial statements.

Understanding the complex terms of some of EVgo’s agreements and determining the appropriate time, amount and method under which the Company should recognize revenue for the related transactions requires significant judgment.

The Company exercises judgment in determining which promises in a contract constitute performance obligations rather than set-up activities.

The Company determines which activities under a contract transfer a good or service to a customer rather than activities that are required to fulfill a contract but do not transfer control of a good or service to the customer.

Changes to the elements in an arrangement or, in our determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenue reflected in our condensed consolidated financial statements.

Understanding the complex terms of some of our agreements and determining the appropriate time, amount and method under which we should recognize revenue for the related transactions requires significant judgment.

We exercise judgment in determining which promises in a contract constitute performance obligations rather than set-up activities.

We determine which activities under a contract transfer a good or service to a customer rather than activities that are required to fulfill a contract but do not transfer control of a good or service to the customer.

Determining whether obligations in a contract are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment.

In reaching its conclusion, the Company assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract.

The Company does not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice and (ii) contracts with variable consideration allocated entirely to a single performance obligation.

The Company’s remaining performance obligations under these contracts include providing charging services, branding services, and maintenance services, which will generally be recognized over the contract term.

The Company’s customer contracts may include variable consideration such as that due to the unknown number of users that will receive charging credits or an unknown number of sites that will receive maintenance services.

For such variable consideration, the Company has determined it is not necessary to estimate variable consideration as the uncertainty resolves itself monthly in accordance with the contracts’ revenue recognition pattern.

In reaching our conclusion, we assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract.

We do not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which we recognize revenue at the amount to which it has the right to invoice and (ii) contracts with variable consideration allocated entirely to a single performance obligation.

Our remaining performance obligations under these contracts include providing charging services, branding services, and maintenance services, which will generally be recognized over the contract term.

Our customer contracts may include variable consideration such as that due to the unknown number of users that will receive charging credits or an unknown number of sites that will receive maintenance services.

For such variable consideration, we have determined it is not necessary to estimate variable consideration as the uncertainty resolves itself monthly in accordance with the contracts’ revenue recognition pattern.

The timing and amount of revenue recognition in a period could vary if different judgments were made.

The Company may also estimate variable consideration under the expected value method or the most likely amount method.

We may also estimate variable consideration under the expected value method or the most likely amount method.

Additionally, where there are multiple performance obligations, judgment is required to determine revenue for each distinct performance obligation.

Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment to appropriately determine the suitable method for estimating the SSP.

EVgo determines

SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors.

At contract inception, EVgo determines whether EVgo satisfies the performance obligation over time or at a point in time.

We determine SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors.

At contract inception, we determine whether we satisfy the performance obligation over time or at a point in time.

Revenues from charging — OEM are primarily recognized ratably over time or as fee-bearing usage occurs.

Revenues from charging – retail, charging – commercial and LCFS are usage-based services and recognized over time or at a point in time upon the delivery of the charging products or services.

Revenues from charging — retail, charging — commercial and LCFS are usage-based services and recognized over time or at a point

in time upon the delivery of the charging products or services.

eXtend and ancillary revenues are recognized over time based on a time-based or cost-based approach or at a point in time as performance obligations are satisfied.

Impairment of Goodwill and Other Identified Intangible Assets

The Company has one reporting unit and performs its annual goodwill impairment testing on October 1 each year.

In assessing the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates, the Company considers all available evidence, including (i) the results of impairment testing from the most recent testing date (in particular, the magnitude of the excess of fair value over carrying value observed), (ii) downward revisions to internal forecasts, decreases in market multiples (and the magnitude thereof) or changes to interest rates, if any, and (iii) declines in market capitalization below book value (and the magnitude and duration of those declines), if any.

The Company determines fair value using the market approach, when available and appropriate, or the income approach, or a combination of both and assesses the valuation methodology based upon the relevance and availability of the data at the time the valuation is performed.

If multiple valuation methodologies are used, the results are weighted appropriately.

Valuations using the market approach are derived from metrics of publicly traded companies or historically completed transactions of comparable businesses.

The selection of comparable businesses is based on the markets in which the Company operates giving consideration to risk profiles, size, geography, and diversity of products and services.

A market approach is used if there are publicly traded companies that have characteristics similar to EVgo’s business.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on the most recent views of the long-term outlook for the business.

Discount rates are derived using a capital asset pricing model and analyzing published rates for relevant industries to estimate the cost of equity financing.

The discount rates used are commensurate with the risks and uncertainty inherent in EVgo’s business and in its internally developed forecasts.

Estimating the fair value of the reporting unit requires the use of significant judgments that are based on a number of factors including actual operating results, internal forecasts, market observable pricing multiples of similar businesses and comparable transactions, possible control premiums, determining the appropriate discount rate and long-term growth rate assumptions, and, if multiple approaches are being used, determining the appropriate weighting applied to each approach.

It is reasonably possible that the judgments and estimates described above could change in future periods.

The Company reviews identified intangible assets with defined useful lives and subject to amortization for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

Determining whether an impairment loss has occurred requires the use of internal forecasts to estimate future cash flows and the useful life over which these cash flows will occur.

To determine fair value, the Company uses its internal cash flow estimates discounted at an appropriate discount rate.

Warrant Liabilities

EVgo accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC

480 and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to EVgo’s common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of EVgo’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized in “changes in fair value of warrant liabilities” in the consolidated statements of operations.

The fair value of the Private Placement Warrants on the date of issuance and on each measurement date is estimated by reference to the trading price of the public warrants, which is considered a Level 2 fair value measurement, or using a Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement and includes inputs such as EVgo’s stock price, the risk-free interest rate, the expected term, the expected volatility, the dividend rate, the exercise price and the number of Private Placement Warrants outstanding.

Assumptions used in the Monte Carlo model are subjective and require significant judgment .

Recent Accounting Pronouncements

For a discussion of EVgo’s new or recently adopted accounting pronouncements, see “ Part I, Item 1.

Financial Statements – Note 2 – Summary of Significant Accounting Policies ” as of and for the three and nine months ended September 30, 2024 and 2023.

For a discussion of our recently adopted accounting pronouncements, see Part I, Item 1, “Financial Statements — Note 2 — Summary of Significant Accounting Policies ” as of and for the three months ended March 31, 2025 and 2024.

On April 5, 2012, the JOBS Act was signed into law.

The JOBS Act includes provisions that, among other things, relax certain reporting requirements for qualifying public companies.

Following the CRIS Business Combination, EVgo has qualified as an “emerging growth company” (“EGC”) under the JOBS Act and, as a result, is permitted to comply with new or revised accounting pronouncements based on the effective date for private (i.e., not publicly traded) companies.

EVgo elected to delay the adoption of new or revised accounting standards and as a result, EVgo may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, EVgo’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an EGC, EVgo is not required to, among other things, (a) provide an auditor’s attestation report on EVgo’s system of internal control over financial reporting, (b) provide all of the compensation disclosure that may be required of non-EGC public companies, (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (d) disclose comparisons of the chief executive officer’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until EVgo otherwise no longer qualifies as an EGC.

Additionally, immediately following the CRIS Business Combination, EVgo qualified as a “smaller reporting company” as defined under the Exchange Act for so long as either (i) the market value of shares of its common stock held by non-affiliates is less than $250 million or (ii) its annual revenue was less than $100 million during the most recently completed fiscal year and the market value of shares of its common stock held by non-affiliates is less than $700 million.

If EVgo is a smaller reporting company at the time it ceases to be an EGC, EVgo may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

Specifically EVgo may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and has reduced disclosure obligations regarding executive compensation and, similar to EGCs, if EVgo is a smaller reporting company under the requirements of (ii) above, EVgo would not be required to obtain an attestation report on internal control over financial reporting issued by its independent registered public accounting firm.

Following the CRIS Business Combination, we qualified as an EGC under the JOBS Act and, as a result, are permitted to comply with new or revised accounting pronouncements based on the effective date for private (i.e., not publicly traded) companies.

We elected to delay the adoption of new or revised accounting standards and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an EGC, we are not required to, among other things, (a) provide an auditor’s attestation report on our system of internal control over financial reporting, (b) provide all of the compensation disclosure that may be required of non-EGC public companies, (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (d) disclose comparisons of the chief executive officer’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we otherwise no longer qualify as an EGC.

Additionally, following the CRIS Business Combination, we have qualified as an SRC as defined under the Exchange Act.

We may continue to be an SRC so long as either (i) the market value of shares of our common stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of shares of our common stock held by non-affiliates is less than $700 million.

If we are an SRC at the time we cease to be an EGC, we may continue to rely on exemptions from certain disclosure requirements that are available to SRCs.

Specifically, as an SRC, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation and, similar to EGCs, if we are an SRC company under the requirements of (ii) above, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

Quantitative and Qualitative Disclosures About Market Risk

The Company is not required to provide the information required by this Item 3.

We are a SRC as defined in Item 10(f)(1) of Regulation S-K.

As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 3.

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 2. Management’s Discussion and Analysis