What changed in this filing

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Item 1. Financial Statements

2023-08-02 compared with 2023-05-09 · 205 added, 139 removed, 441 unchanged (44% of the section changed)

5 unchanged sentences

Cash, cash equivalents and restricted cash

Accounts receivable, net of allowance of $ 782 and $ 687 as of March 31, 2023 and December 31, 2022, respectively

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

Accounts receivable, capital-build

30 unchanged sentences

Preferred stock, $ 0.0001 par value;

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

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

none issued and outstanding

Class A common stock, $ 0.0001 par value;

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

71,403,860 and 70,247,726 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of March 31, 2023 and December 31, 2022, respectively

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

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

Class B common stock, $ 0.0001 par value;

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

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

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

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

Additional paid-in capital

Accumulated deficit

( 1,051,018 )

Total stockholders’ deficit

( 1,050,991 )

Total liabilities, redeemable noncontrolling interest and stockholders’ deficit

1 unchanged sentence

and Subsidiaries

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended

Six Months Ended

(in thousands, except per share data)

7 unchanged sentences

Operating loss

Interest expense

Interest income

Other income (expense), net

Other expense, net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other expense, net

Loss before income tax expense

Total other income, net

(Loss) income before income tax expense

Income tax expense

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

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

Net (loss) income

net (loss) income attributable to redeemable noncontrolling interest

Net (loss) income attributable to Class A common stockholders

Net (loss) income per share to Class A common stockholders, basic

Net (loss) income per share to Class A common stockholders, diluted

Net (loss) income

Other comprehensive loss, net of tax

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

Comprehensive (loss) income

comprehensive (loss) income attributable to redeemable noncontrolling interest

Comprehensive (loss) income attributable to Class A common stockholders

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

1 unchanged sentence

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2023 and 2022

For the Six Months Ended June 30, 2023

Class A Common Stock

4 unchanged sentences

Share-based compensation

Issuance of stock under share-based compensation plans

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

Redeemable noncontrolling interest adjustment to fair value

2 unchanged sentences

( 1,050,991 )

Share-based compensation

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

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

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

Redeemable noncontrolling interest adjustment to fair value

Balance, June 30, 2023

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

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

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

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2022

Class A Common Stock

Class B Common Stock

Comprehensive

Stockholders’

(in thousands)

Balance, December 31, 2021

2 unchanged sentences

Share-based compensation

Warrants exercised

Release of warrant liability

Issuance of stock under share-based compensation plans

Warrants exercised and release of warrant liability

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

Redeemable noncontrolling interest adjustment to fair value

2 unchanged sentences

( 1,981,825 )

Share-based compensation

Warrants exercised and release of warrant liability

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

Net unrealized loss on available-for-sale securities

Redeemable noncontrolling interest adjustment to fair value

Balance, June 30, 2022

1 Excludes $ 40.9 million of net loss attributable to redeemable noncontrolling interest.

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in thousands)

12 unchanged sentences

Accounts payable

Payables to related parties

Accrued liabilities

6 unchanged sentences

Proceeds from insurance for property losses

Purchases of investments

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of Class A common stock under the ATM

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

Proceeds from capital-build funding

Proceeds from exercise of warrants

Payments of issuance costs and deferred transaction costs

Payments of issuance costs

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash, beginning of period

5 unchanged sentences

Non-cash increase in asset retirement obligations

Accrued transaction costs

Issuance costs in accounts payable and accrued liabilities

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

19 unchanged sentences

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

As of March 31, 2023, the Company, through Thunder Sub, owned 26.8 % of the EVgo OpCo Units.

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

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

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

As of March 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 73.2 % of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock.

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

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

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

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

5 unchanged sentences

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

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

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

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”).

15 unchanged sentences

The Company mitigates its risk with respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions.

The Company had two customers that collectively comprised 57.6 % of the Company’s total net accounts receivable as of March 31, 2023.

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

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

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

For the three months ended March 31, 2022, two customers collectively represented 28.6 % of revenue.

For the three months ended March 31, 2023 and 2022, EVgo had one and four vendors, respectively, that provided more than 10% of EVgo’s total charging equipment.

For each of the three months ended March 31, 2023 and 2022, the percentage of EVgo’s total charging equipment provided by these vendors collectively was 84.3 %.

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

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

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

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

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

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

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

Reclassifications

The Company has made certain reclassifications to prior period amounts to conform to current period presentation.

The Company has made certain reclassifications to prior period amounts to conform to the current period presentation.

Cash, Cash Equivalents and Restricted Cash

3 unchanged sentences

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

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

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

Accounts Receivable and Allowance for Doubtful Accounts

4 unchanged sentences

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

Other accounts receivable of $ 1.2 million and $ 1.3 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

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

Newly Adopted Accounting Standards

19 unchanged sentences

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

As of March 31, 2023, the Company has not adopted any expedients and exceptions under ASU 2020-04.

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

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

Note 3 – Revenue Recognition

The table below presents a disaggregation of EVgo’s revenue for the three months ended March 31, 2023 and 2022:

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

Three Months Ended

Six Months Ended

(in thousands)

7 unchanged sentences

Total revenue

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

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

(dollars in thousands)

1 unchanged sentence

Contract liabilities

There were no contract assets as of March 31, 2023 compared to $ 2.9 million as of December 31, 2022 which was driven by the difference between the timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer.

Contract liabilities as of March 31, 2023 increased $ 16.7 million, or 29 %, to $ 74.5 million compared to $ 57.8 million as of December 31, 2022 due to receipt of cash payments partially offset by the satisfaction of performance obligations.

The following table provides the activity for the contract liabilities recognized during the three months ended March 31, 2023:

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

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

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

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

Six Months Ended

(in thousands)

June 30, 2023

Balance as of December 31, 2022

1 unchanged sentence

Marketing activities recognized on a net basis

Balance as of March 31, 2023

Revenues for the three months ended March 31, 2023 and 2022 include the following:

Balance as of June 30, 2023

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

Three Months Ended

Six Months Ended

(in thousands)

Amounts included in the beginning of period contract liability balance

Amounts included in the beginning of period contract liabilities balance

Amounts associated with performance obligations satisfied in previous periods

It is anticipated that deferred revenue as of March 31, 2023 will be recognized for the following periods ending December 31, as follows:

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

(in thousands)

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

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

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

As of March 31, 2023 and December 31, 2022, there was $ 10.6 million and $ 8.7 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, there were $ 11.4 million and $ 8.7 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

Note 4 – Lease Accounting

5 unchanged sentences

The Company has not entered into any finance leases.

The Company has estimated operating lease commitments of $ 49.2 million for leases where the Company has not yet taken possession of the underlying asset as of March 31, 2023.

As such, the related operating lease right-of-use assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of March 31, 2023.

For the three months ended March 31, 2023 and 2022, the Company’s lease costs consisted of the following:

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

As such, the related operating lease right-of-use assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of June 30, 2023.

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

Three Months Ended

Six Months Ended

(in thousands)

6 unchanged sentences

Short-term lease costs

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

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

(in thousands)

2 unchanged sentences

Total discounted operating lease liabilities

Other supplemental and cash flow information, for the three months ended March 31, 2023 and 2022, consisted of the following:

Three Months Ended

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

Six Months Ended

(dollars in thousands)

7 unchanged sentences

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

For the three months ended March 31, 2023 and 2022, the Company’s lease income consisted of the following components:

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

Three Months Ended

Six Months Ended

(in thousands)

3 unchanged sentences

Total lease income

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

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

(in thousands)

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

(in thousands)

5 unchanged sentences

Note 5 – Property, Equipment and Software, Net

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

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

(in thousands)

8 unchanged sentences

Property, equipment and software, net

Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following for the three months ended March 31, 2023 and 2022:

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

Three Months Ended

Six Months Ended

(in thousands)

8 unchanged sentences

Note 6 – Intangible Assets, Net

Intangible assets, net, consisted of the following as of March 31, 2023:

March 31, 2023

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

June 30, 2023

(in thousands)

2 unchanged sentences

Developed technology

Amortization of intangible assets was $ 2.9 million for each of the three months ended March 31, 2023 and 2022.

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

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

Note 7 – Asset Retirement Obligations

1 unchanged sentence

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

Asset retirement obligation activity for the three months ended March 31, 2023 was as follows:

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

(in thousands)

4 unchanged sentences

Liabilities settled

Balance as of March 31, 2023

Balance as of June 30, 2023

Note 8 – Equity

On November 10, 2022, EVgo entered into a Distribution Agreement with J.P.

Morgan Securities LLC, Evercore Group L.L.C.

and Goldman Sachs & Co.

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

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

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

Equity Offering

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

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

Issuance Costs

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

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

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

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

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

Note 9 – Commitments and Contingencies

2 unchanged sentences

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

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned, and the Pilot Company is required to make certain payments each month based on completion of pre-engineering and development work, the progress of construction at each site and for each charger procured by EVgo.

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

Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site.

25 unchanged sentences

If EVgo does not meet its charger stall-installation milestone in any period, GM will have the right, if it so chooses, to send EVgo a charger stall count breach notice, which would trigger a cure period.

It is possible that EVgo will not meet the charger stall-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection including delays associated with the COVID-19 pandemic, as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues.

It is possible that EVgo will not meet the charger stall-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection, and delays associated with industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues.

Nissan Agreements

11 unchanged sentences

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

EVgo’s ability to meet its Build Schedule obligations may be impacted by delays in permitting, commissioning and utility interconnection, including delays associated with the COVID-19 pandemic, as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues.

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

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

8 unchanged sentences

Purchase Commitments

As of March 31, 2023, EVgo had $ 66.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, all of which were short-term.

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

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

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

Note 10 – Fair Value Measurements

1 unchanged sentence

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value as of March 31, 2023 and December 31, 2022:

(in thousands)

6 unchanged sentences

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

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

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

Risk-free interest rate

4 unchanged sentences

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

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

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

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

Assumptions used in the valuation of the Private Placement Warrant liability are as follows:

Risk-free interest rate

Expected term (in years)

Expected volatility

Dividend rate

Exercise price

The following table presents a reconciliation for all liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2023:

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

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

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

(in thousands)

1 unchanged sentence

Change in fair value of liability

Transfers into Level 3

Fair value as of March 31, 2023

There were no other transfers between levels of the fair value hierarchy for the three months ended March 31, 2023.

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

Fair value as of June 30, 2023

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

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

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

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

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

Note 11 – Income Taxes

1 unchanged sentence

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

For the three months ended March 31, 2023 and 2022, the Company’s provision for income taxes and effective tax rates were de minimis primarily due to the Company’s full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership.

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

Prior to July 1, 2021, the Company was not a taxable entity for U.S.

5 unchanged sentences

Management considered all available material evidence, both positive and negative, in assessing the appropriateness of a valuation allowance for the Company’s deferred tax assets, including the generation of future taxable income, the scheduled reversal of deferred tax liabilities and other available material evidence.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance against its net deferred tax assets as of March 31, 2023 and December 31, 2022 .

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

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

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

As of June 30, 2023 and

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

Note 12 – Tax Receivable Agreement

In connection with the CRIS Business Combination, EVgo entered into a tax receivable agreement (the “Tax Receivable Agreement”) with EVgo Holdings (along with permitted assigns, the “TRA Holders”) and LS Power Equity Advisors, LLC, as agent.

The Tax Receivable Agreement generally provides for payment by the Company , Thunder Sub or any of their subsidiaries (other than EVgo OpCo and its subsidiaries) (“Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S.

The Tax Receivable Agreement generally provides for payment by the Company, Thunder Sub or any of their subsidiaries (other than EVgo OpCo and its subsidiaries) (the “Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S.

federal, state and local income tax or franchise tax that the Company actually realizes or is deemed to realize in certain circumstances after the CRIS Business Combination as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S.

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

As of March 31, 2023, no transactions have occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

Note 12 – Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2023 and 2022:

As of June 30, 2023, no transactions have occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

Note 13 – Net (Loss) Income Per Share

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

Three Months Ended

Six Months Ended

(in thousands, except per share data)

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

net loss attributable to participating securities

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

Net (loss) income

net (loss) income attributable to redeemable noncontrolling interest

Net (loss) income attributable to Class A common stockholders

net (loss) income attributable to participating securities

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

Weighted average common stock outstanding

weighted average unvested Earnout Shares outstanding

Weighted average common stock outstanding, basic and diluted

Net loss per share – basic and diluted

Weighted average common stock outstanding, basic

Dilutive effect of restricted stock units

Weighted average common stock outstanding, diluted

Net (loss) income per share – basic

Net (loss) income per share – diluted

The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, restricted stock units (“RSUs”), stock options and unvested Earnout Shares.

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

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

Three Months Ended

Six Months Ended

(in thousands)

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Stock options

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted net loss per share since their vesting threshold (i.e., the $ 15.00 Triggering Event) had not yet been met as of March 31, 2023 and 2022.

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

Note 14 – Share-Based Compensation

The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022:

The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:

Three Months Ended

Six Months Ended

(in thousands)

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

As of March 31, 2023, there were 24,407,475 shares of Class A common stock available for grant.

As of June 30, 2023, there were 23,509,809 shares of Class A common stock available for grant.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2023:

Shares Underlying

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

Weighted Average

Shares Underlying

Weighted Average

Intrinsic Value

(shares in thousands)

Exercise Price

Contractual Life

Intrinsic Value

Outstanding as of December 31, 2022

Outstanding as of March 31, 2023

Outstanding and exercisable as of March 31, 2023

As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 1.6 million, which is expected to be recognized over a period of 1.5 years.

No stock options were exercised during the three months ended March 31, 2023.

The fair value of the stock options granted during the three months ended March 31, 2023 was computed using Black-Scholes option-pricing model using the following key assumptions:

Outstanding as of June 30, 2023

Outstanding and exercisable as of June 30, 2023

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

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

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

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

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

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

Risk-free interest rate

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Restricted Stock Units

The table below represents the Company’s RSU activity under the 2021 Incentive Plan during the three months ended March 31, 2023:

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

(shares in thousands)

Unvested as of December 31, 2022

Unvested as of March 31, 2023

Vested but not released

Outstanding as of March 31, 2023

The total fair value of RSUs vested during the three months ended March 31, 2023 was $ 7.7 million.

As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 39.3 million, which is expected to be recognized over a period of 1.7 years .

Unvested and outstanding as of June 30, 2023

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

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

EVgo Management Holdings, LLC Incentive Units

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

Presented below is a summary of the activity of the Company’s Incentive Units during the three months ended March 31, 2023:

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

(units in thousands)

Outstanding as of December 31, 2022

Outstanding as of March 31, 2023

As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested Incentive Units was approximately $ 6.4 million, which is expected to be recognized over a period of 1.4 years.

Liability-Classified Awards

In February 2023, the Company’s Board of Directors approved grants of $ 4.4 million in stock options underlying shares of Class A common stock to certain employees.

The number of options subject to the grants was to be determined based on the Black-Scholes value of the Company’s common stock on the trading day period prior to the award date.

The awards were accounted for as liability-classified awards as of March 31, 2023 and compensation expense for the three months ended March 31, 2023 was recognized using the accelerated attribution method over the service period.

As of March 31, 2023, the Company had $ 4.2 million of unrecognized costs related to unvested liability-classified awards which were expected to be recognized over a weighted average period of 1.9 years.

In April 2023, the number of shares became fixed on the award date and the Company accordingly reclassified these awards as equity-classified awards on the award date.

Unvested as of December 31, 2022

Unvested and outstanding as of June 30, 2023

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

Note 15 – Redeemable Noncontrolling Interest

As of March 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 73.3 % economic ownership interest in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and a corresponding number of shares of Class B common stock, representing a 73.2 % voting interest in the Company.

The table below presents the reconciliation of changes in redeemable noncontrolling interest for the three months ended March 31, 2023:

As of June 30, 2023 and December 31, 2022, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 65.6 % and a 73.6 % economic ownership interest, respectively, in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and that same number of shares of the Company’s Class B common stock, representing a 65.5 % and a 73.4 % voting interest, respectively, in the Company.

EVgo Holdings is entitled to one vote per share of Class B common stock but is not entitled to receive dividends or any assets upon liquidation, dissolution, distribution or winding-up of the Company.

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

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

The cash redemption feature of the EVgo OpCo Units, together with a corresponding number of shares of Class B common stock, at the option of EVgo OpCo, is considered outside of the control of the Company.

Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity, the EVgo OpCo Units are classified as temporary equity in the Company’s condensed consolidated balance sheets.

The redeemable noncontrolling interest held by EVgo Holdings in EVgo OpCo, through its ownership of EVgo OpCo Units, was initially measured at its carrying amount on the CRIS Close Date.

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

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

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

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

(in thousands)

Balance as of December 31, 2022

Net loss attributable to redeemable noncontrolling interest for the period

Equity-based compensation attributable to redeemable noncontrolling interest during the period

Net loss attributable to redeemable noncontrolling interest

Equity-based compensation attributable to redeemable noncontrolling interest

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

Balance as of March 31, 2023

Balance as of June 30, 2023

Note 16 – Subsequent Events

Issuance of Common Stock

As previously announced, on November 10, 2022, EVgo entered into a Distribution Agreement with J.P.

Morgan Securities LLC, Evercore Group L.L.C.

and Goldman Sachs & Co.

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

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

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

2021 Long Term Incentive Plan.

The fair value of the restricted stock units awarded was $ 5.2 million, which was estimated on the date of grant based on the fair value of the Company’s Class A common stock, using similar methods and assumptions as those previously disclosed by the Company.

Each award will vest annually based on continued service, which is generally over a period of three years .

The grant date fair value of the awards will be recognized as share-based compensation expense over the requisite service periods.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements