Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity Registrant Name | EVgo Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2326098 | |
Entity Address, Address Line One | 11835 West Olympic Boulevard, Suite 900E | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90064 | |
City Area Code | 877 | |
Local Phone Number | 494-3833 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity File Number | 001-39572 | |
Entity Central Index Key | 0001821159 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 72,637,313 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | EVGO | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants For Class Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | EVGOW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 195,800,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash, cash equivalents and restricted cash | $ 163,512 | $ 246,193 |
Accounts receivable, net of allowance of $782 and $687 as of March 31, 2023 and December 31, 2022, respectively | 29,263 | 11,075 |
Accounts receivable, capital-build | 9,418 | 8,011 |
Prepaid expenses | 4,077 | 4,953 |
Other current assets | 10,501 | 5,252 |
Total current assets | 216,771 | 275,484 |
Property, equipment and software, net | 367,195 | 308,112 |
Operating lease right-of-use assets | 54,670 | 51,856 |
Restricted cash | 300 | 300 |
Other assets | 2,137 | 2,308 |
Intangible assets, net | 57,708 | 60,612 |
Goodwill | 31,052 | 31,052 |
Total assets | 729,833 | 729,724 |
Current liabilities | ||
Accounts payable | 18,640 | 9,128 |
Accrued liabilities | 40,126 | 39,233 |
Operating lease liabilities, current | 5,590 | 4,958 |
Deferred revenue, current | 24,529 | 16,023 |
Customer deposits | 12,833 | 17,867 |
Other current liabilities | 415 | 136 |
Total current liabilities | 102,133 | 87,345 |
Operating lease liabilities, noncurrent | 48,234 | 45,689 |
Earnout liability, at fair value | 3,793 | 1,730 |
Asset retirement obligations | 17,371 | 15,473 |
Capital-build liability | 28,152 | 26,157 |
Deferred revenue, noncurrent | 37,175 | 23,900 |
Warrant liabilities, at fair value | 18,684 | 12,304 |
Total liabilities | 255,542 | 212,598 |
Commitments and contingencies (Note 8) | ||
Redeemable noncontrolling interest | 1,525,282 | 875,226 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2023 and December 31, 2022; none issued and outstanding | ||
Additional paid-in capital | 17,533 | |
Accumulated deficit | (1,051,018) | (375,660) |
Total stockholders' deficit | (1,050,991) | (358,100) |
Total liabilities, redeemable noncontrolling interest and stockholders' deficit | 729,833 | 729,724 |
Class A Common Stock [Member] | ||
Stockholders' deficit | ||
Common stock | 7 | 7 |
Class B Common Stock [Member] | ||
Stockholders' deficit | ||
Common stock | $ 20 | $ 20 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Stockholders' Equity | ||
Allowance for accounts receivable | $ 782 | $ 687 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
Liabilities, redeemable noncontrolling interest and stockholders' deficit | ||
Class A common stock subject to possible redemption (in shares) | 718,750 | 718,750 |
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,200,000,000 | 1,200,000,000 |
Common stock, shares outstanding (in shares) | 71,403,860 | 70,247,726 |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 195,800,000 | 195,800,000 |
Common stock, shares outstanding (in shares) | 195,800,000 | 195,800,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Operations [Abstract] | ||
Revenue | $ 25,300 | $ 7,700 |
Cost of revenue | 18,917 | 4,846 |
Depreciation, net of capital-build amortization | 6,342 | 3,454 |
Cost of sales | 25,259 | 8,300 |
Gross profit (loss) | 41 | (600) |
General and administrative expenses | 37,889 | 25,428 |
Depreciation, amortization and accretion | 4,784 | 3,887 |
Total operating expenses | 42,673 | 29,315 |
Operating loss | (42,632) | (29,915) |
Interest income | 1,998 | 55 |
Other income (expense), net | 1 | (263) |
Change in fair value of earnout liability | (2,063) | (2,264) |
Change in fair value of warrant liabilities | (6,380) | (22,874) |
Total other expense, net | (6,444) | (25,346) |
Loss before income tax expense | (49,076) | (55,261) |
Income tax expense | (5) | (5) |
Net loss | (49,081) | (55,266) |
Less: net loss attributable to redeemable noncontrolling interest | (36,005) | (40,867) |
Net loss attributable to Class A common stockholders | $ (13,076) | $ (14,399) |
Net loss per share to Class A common stockholders, basic (in dollars per shares) | $ (0.18) | $ (0.21) |
Net loss per share to Class A common stockholders, diluted (in dollars per share) | $ (0.18) | $ (0.21) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 7 | $ 20 | $ (1,358,358) | $ (1,358,331) | |
Beginning balance (in shares) at Dec. 31, 2021 | 68,021 | 195,800 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | $ 2,999 | 2,999 | |||
Warrants exercised | 2 | 2 | |||
Release of warrant liability | 0 | 0 | |||
Issuance of stock under share-based compensation plans | $ 0 | 0 | |||
Issuance of stock under share-based compensation plans (in shares) | 248 | ||||
Net income (loss) | (14,399) | (14,399) | |||
Redeemable noncontrolling interest adjustment to fair value | (3,001) | (609,095) | (612,096) | ||
Ending balance at Mar. 31, 2022 | $ 7 | $ 20 | (1,981,852) | (1,981,825) | |
Ending balance (in shares) at Mar. 31, 2022 | 68,269 | 195,800 | |||
Beginning balance at Dec. 31, 2022 | $ 7 | $ 20 | 17,533 | (375,660) | (358,100) |
Beginning balance (in shares) at Dec. 31, 2022 | 70,248 | 195,800 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 5,797 | 5,797 | |||
Issuance of stock under share-based compensation plans | $ 0 | 0 | |||
Issuance of stock under share-based compensation plans (in shares) | 1,156 | ||||
Net income (loss) | (13,076) | (13,076) | |||
Redeemable noncontrolling interest adjustment to fair value | $ (23,330) | (662,282) | (685,612) | ||
Ending balance at Mar. 31, 2023 | $ 7 | $ 20 | $ (1,051,018) | $ (1,050,991) | |
Ending balance (in shares) at Mar. 31, 2023 | 71,404 | 195,800 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Consolidated Statements of Stockholders' Deficit | ||
Net income (loss) attributable to redeemable noncontrolling interest | $ (36,005) | $ (40,867) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (49,081) | $ (55,266) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation, amortization and accretion | 11,126 | 7,341 |
Net loss on disposal of property and equipment and impairment expense | 3,460 | 1,010 |
Share-based compensation | 6,427 | 3,506 |
Change in fair value of earnout liability | 2,063 | 2,264 |
Change in fair value of warrant liabilities | 6,380 | 22,874 |
Other | 288 | |
Changes in operating assets and liabilities | ||
Accounts receivable, net | (18,188) | (257) |
Receivables from related parties | 1,499 | |
Prepaid expenses and other current and noncurrent assets | (4,415) | 3,538 |
Operating lease assets and liabilities, net | 365 | (2,135) |
Accounts payable | 6,493 | 154 |
Payables to related parties | 25 | |
Accrued liabilities | (799) | (2,596) |
Deferred revenue | 21,781 | (561) |
Customer deposits | (5,034) | (862) |
Other current and noncurrent liabilities | 79 | (653) |
Net cash used in operating activities | (19,343) | (19,831) |
Cash flows from investing activities | ||
Purchases of property, equipment and software | (65,246) | (28,274) |
Proceeds from insurance for property losses | 202 | |
Net cash used in investing activities | (65,246) | (28,072) |
Cash flows from financing activities | ||
Proceeds from capital-build funding | 2,216 | 4,099 |
Proceeds from exercise of warrants | 2 | |
Payments of issuance costs and deferred transaction costs | (308) | |
Net cash provided by financing activities | 1,908 | 4,101 |
Net decrease in cash, cash equivalents and restricted cash | (82,681) | (43,802) |
Cash, cash equivalents and restricted cash, beginning of period | 246,493 | 485,181 |
Cash, cash equivalents and restricted cash, end of period | 163,812 | 441,379 |
Supplemental disclosure of noncash investing and financing activities | ||
Fair value adjustment to redeemable noncontrolling interest | 685,612 | 612,096 |
Purchases of property and equipment in accounts payable and accrued liabilities | 26,840 | 24,454 |
Non-cash increase in accounts receivable, capital-build, and capital-build liability | 3,624 | 2,380 |
Non-cash increase in asset retirement obligations | $ 1,377 | 1,001 |
Accrued transaction costs | $ 182 |
Description of Business and Nat
Description of Business and Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
Description of Business and Nature of Operations | |
Description of Business and Nature of Operations | Note 1 – Description of Business and Nature of Operations EVgo Inc. (“EVgo”) owns and operates a public direct current (“DC”) fast charging network for electric vehicles (“EVs”) in the United States (“U.S.”). EVgo’s network of charging stations provides EV charging infrastructure to consumers and businesses. Its network is capable of charging all EV models and charging standards currently available in the U.S. EVgo partners with automotive original equipment manufacturers (“OEMs”), fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, gas stations, parking lot operators, governments and other organizations and property owners in order to locate and deploy its EV charging infrastructure. EVgo Services LLC (“EVgo Services”) was formed in October 2010 as NRG EV Services, LLC, a Delaware limited liability company and wholly owned subsidiary of NRG Energy, Inc., an integrated power company based in Houston, Texas (“NRG”). On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners. On January 16, 2020 (the “Holdco Merger Date”), EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P. (“LS Power”), completed an acquisition of EVgo Services, pursuant to the merger agreement (the “Holdco Merger Agreement”) among EVgo Services, its investors and EVgo Holdco, whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control of EVgo Services (the “Holdco Merger”). EVgo Holdco had no operations prior to the Holdco Merger. The Company (as defined below) elected push-down accounting and all of the Company’s assets and liabilities related to LS Power were remeasured at fair value on the Holdco Merger Date. LS Power was considered to be the accounting acquirer and formed EVgo Holdings, LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction. EVgo Inc. (the “Company,” or “EVgo”) was incorporated in Delaware on August 4, 2020 under the name Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”). The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). On October 2, 2020, the Company completed its initial public offering (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,600,000. On July 1, 2021 (the “CRIS Close Date”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS, CRIS Thunder Merger LLC (“Thunder Sub”), EVgo Holdings, EVgo Holdco and EVgo OpCo, LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021 (the “Business Combination Agreement”). Following the CRIS Close Date, the combined company is organized in an “Up-C” structure in which the business of EVgo Holdco and its subsidiaries is held by EVgo OpCo and continues to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub, which, in turn, holds only common units in EVgo OpCo (“EVgo OpCo Units”). As of March 31, 2023, the Company, through Thunder Sub, owned 26.8% of the EVgo OpCo Units. 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. 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”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are unaudited and are presented in accordance with GAAP for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. These condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, 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. 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”). GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Based on their nature, magnitude and timing, certain subsequent events may be required to be reflected in the condensed consolidated financial statements at the balance sheet date and/or required to be disclosed in the notes to the condensed consolidated financial statements. The Company has evaluated subsequent events accordingly. Use of Estimates The condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of EVgo’s condensed consolidated financial statements requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices for performance obligations for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use assets and liabilities, reporting units used in goodwill impairment tests, share-based compensation, earnout liability, and warrant liabilities. 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. Revisions to estimates are recognized prospectively. Concentration of Business and Credit Risk The Company maintains its cash accounts in commercial banks. Cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $250,000. At times, a portion of deposit balances may be in excess of federal insurance limits. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant credit risk on its cash balances. 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 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%. Reclassifications The Company has made certain reclassifications to prior period amounts to conform to current period presentation. Cash, Cash Equivalents and Restricted Cash Cash and restricted cash include cash held in cash depository accounts in major banks in the U.S. and are stated at cost. Cash equivalents are carried at fair value and are primarily invested in money market funds. Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as restricted cash. The Company had unused letters of credit, which were collateralized with cash, classified as restricted cash on the Company’s condensed consolidated balance sheets, of $0.7 million as of March 31, 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 Accounts receivable are amounts due from customers under normal trade terms. Payment terms for accounts receivable related to capital-build agreements are specified in the individual agreements and vary depending on the counterparty. Management reviews accounts receivable on a recurring basis to determine if any accounts receivable will potentially be uncollectible. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. 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. Newly Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition | |
Revenue Recognition | Note 3 – Revenue Recognition The table below presents a disaggregation of EVgo’s revenue for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands) 2023 2022 Charging revenue, retail $ 6,615 $ 3,502 Charging revenue, commercial 1,715 709 Charging revenue, OEM 552 151 Regulatory credit sales 1,215 1,378 Network revenue, OEM 2,699 490 eXtend revenue 10,292 80 Ancillary revenue 2,212 1,390 Total revenue $ 25,300 $ 7,700 The following table provides information about contract assets and liabilities from contracts with customers as of March 31, 2023 and December 31, 2022: March 31, December 31, Change (dollars in thousands) 2023 2022 $ % Contract assets $ — $ 2,861 $ (2,861) (100) % Contract liabilities $ 74,537 $ 57,790 $ 16,747 29 % 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: (in thousands) Balance as of December 31, 2022 $ 57,790 Additions 27,471 Recognized in revenue (10,654) Marketing activities recognized on a net basis (70) Balance as of March 31, 2023 $ 74,537 Revenues for the three months ended March 31, 2023 and 2022 include the following: Three Months Ended March 31, (in thousands) 2023 2022 Amounts included in the beginning of period contract liability balance $ 4,000 $ 1,202 Amounts associated with performance obligations satisfied in previous periods $ 25 $ 5 It is anticipated that deferred revenue as of March 31, 2023 will be recognized for the following periods ending December 31, as follows: (in thousands) 2023 $ 18,978 2024 10,636 2025 14,371 2026 7,164 $ 51,149 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. |
Lease Accounting
Lease Accounting | 3 Months Ended |
Mar. 31, 2023 | |
Lease Accounting | |
Lease Accounting | Note 4 – Lease Accounting Lessee Accounting The Company has entered into agreements with Site Hosts, which allow the Company to operate charging stations on the Site Hosts’ property. Additionally, the Company leases offices, off-site charging hubs, a warehouse and laboratory space under agreements with third-party landlords. The agreements with the Site Hosts and landlords are deemed to be operating leases. Original lease terms generally range from one 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: Three Months Ended March 31, (in thousands) 2023 2022 Operating lease costs Cost of sales $ 1,319 $ 361 General and administrative expenses 1,219 673 Variable lease costs Cost of sales 39 90 General and administrative expenses 36 21 Short-term lease costs 33 12 $ 2,646 $ 1,157 As of March 31, 2023, the maturities of operating lease liabilities for the periods ending December 31, were as follows: (in thousands) 2023 $ 7,386 2024 9,685 2025 8,798 2026 8,305 2027 7,667 Thereafter 38,613 Total undiscounted operating lease payments 80,454 Less: imputed interest (26,630) Total discounted operating lease liabilities $ 53,824 Other supplemental and cash flow information, for the three months ended March 31, 2023 and 2022, consisted of the following: Three Months Ended March 31, (dollars in thousands) 2023 2022 Weighted-average remaining lease term (in years) 8.9 7.6 Weighted-average discount rate 9.16 % 5.71 % Cash paid for amounts included in measurement of operating lease liabilities $ 1,849 $ 910 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,409 $ 5,008 Lessor Accounting The Company leases charging equipment, charging stations and other technical installations and subleases properties leased from Site Hosts to third parties under operating leases where EVgo is the lessor. Initial lease terms are generally one For the three months ended March 31, 2023 and 2022, the Company’s lease income consisted of the following components: Three Months Ended March 31, (in thousands) 2023 2022 Operating lease income: Fixed lease income $ 458 $ 261 Sublease income 267 170 Total lease income $ 725 $ 431 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: (in thousands) 2023 $ 1,971 2024 1,618 2025 663 2026 242 $ 4,494 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: March 31, December 31, (in thousands) 2023 2022 Charging station equipment and construction costs $ 3,558 $ 3,557 Land and building 10,507 10,507 Less: accumulated depreciation (1,094) (980) Property, equipment and software, net $ 12,971 $ 13,084 Operating lease right-of-use assets $ 5,357 $ 5,554 |
Property, Equipment and Softwar
Property, Equipment and Software, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Equipment and Software, Net | |
Property, Equipment and Software, Net | 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: March 31, December 31, (in thousands) 2023 2022 Charging station installation costs $ 138,764 $ 121,820 Construction in process 120,011 104,395 Charging station equipment 92,068 79,031 Charging equipment 42,610 20,596 Land and building 15,932 15,932 Software 14,590 14,289 Office equipment, vehicles and other 1,769 1,647 Total property, equipment and software 425,744 357,710 Less accumulated depreciation and amortization (58,549) (49,598) Property, equipment and software, net $ 367,195 $ 308,112 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: Three Months Ended March 31, (in thousands) 2023 2022 Cost of sales Depreciation of property and equipment $ 7,971 $ 4,618 Amortization of capital-build liability (1,629) (1,164) General and administrative expenses Depreciation of property and equipment 126 63 Amortization of software 1,215 461 Impairment expense 3,433 534 Loss on disposal of property and equipment, net of insurance recoveries 27 274 $ 11,143 $ 4,786 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net | |
Intangible Assets, Net | Note 6 – Intangible Assets, Net Intangible assets, net, consisted of the following as of March 31, 2023: March 31, 2023 Remaining Weighted Gross Net Average Carrying Accumulated Carrying Amortization (in thousands) Amount Amortization Value Period Site Host relationships $ 41,500 $ (11,100) $ 30,400 8.8 years Customer relationships 19,000 (13,112) 5,888 1.5 years Developed technology 14,000 (2,905) 11,095 11.3 years User base 11,000 (4,746) 6,254 2.3 years Trade name 5,000 (929) 4,071 13.3 years $ 90,500 $ (32,792) $ 57,708 Amortization of intangible assets was $2.9 million for each of the three months ended March 31, 2023 and 2022. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligations | |
Asset Retirement Obligations | Note 7 – Asset Retirement Obligations Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. 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: (in thousands) Balance as of December 31, 2022 $ 15,473 Liabilities incurred 1,391 Accretion expense 539 Change in estimate (14) Liabilities settled (18) Balance as of March 31, 2023 $ 17,371 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Pilot Infrastructure Agreement On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement”) and an operations and maintenance agreement (the “Pilot O&M”) with Pilot Travel Centers LLC (the “Pilot Company”) and General Motors LLC (“GM”) to build, operate, and maintain up to 2,000 stalls served by DC chargers that the Pilot Company will own. 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. Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $30,000 at each site. The Pilot Infrastructure Agreement contains various provisions that may permit or cause early termination, including the Pilot Company’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law. If the Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, the Pilot Company must pay EVgo a termination fee per stall for those not built; such fee varies based on the number of stalls already built. If EVgo is wholly or partially unable to perform its obligations under the Pilot Infrastructure Agreement due to certain circumstances outside its control, including delays by permitting authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infrastructure Agreement. Under the Pilot O&M, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by Pilot to EVgo. EVgo is subject to certain performance criteria under the Pilot O&M. Delta Charger Supply Agreement and Purchase Order On July 12, 2022, EVgo entered into a General Terms and Conditions for Sale of EV Charger Products (the “Delta Charger Supply Agreement”) with Delta Electronics, Inc. (“Delta”), including an initial purchase order (the “Purchase Order”), pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta in specified quantities at certain delivery dates. EVgo expects to use a portion of the chargers purchased under the Purchase Order to meet the requirements of the Pilot Infrastructure Agreement. EVgo is required to purchase a minimum of 1,000 chargers from Delta under the Purchase Order and may, at EVgo’s election, increase the number of chargers it purchases from Delta to 1,100. General Motors Agreement On July 20, 2020, EVgo entered into a five-year contract with GM (as amended from time to time, the “GM Agreement”) to build fast charger stalls that EVgo will own and operate as part of the Company’s public network. The GM Agreement has been amended several times to expand the overall number of charger stalls to be installed from 2,750 to 3,250, adjust charger stall installation targets, extend the completion deadline to March 31, 2026, and provide for a payment of $7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and maintain a specified uptime percentage (described below) over the term of the agreement. Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed, and GM is required to make certain payments based on charger stalls installed. Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 44% of which are required to be installed by December 31, 2023. Meeting these milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop. EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 95% across the GM network. In addition to the capital-build program, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers. The contract is accounted for under ASC 606, which includes performance obligations related to reservations, memberships, and branding. The capital-build program is considered a set-up activity and not a performance obligation under ASC 606. The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger stall-installation milestones or maintain the specified level of network availability. If GM opts to terminate the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM. In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter. If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $15.0 million. 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. Nissan EVgo executed an agreement with Nissan North America, Inc. (“Nissan”) in June 2019 (the “Nissan Agreement”), that provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program. The Nissan Agreement has been amended several times, including most recently in the fourth quarter of 2022 (the “Nissan Amendment”) to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models. Under the joint-marketing activities provisions of the Nissan Agreement, EVgo is obligated to spend a specified amount annually on joint-marketing activities that are mutually agreed-upon with Nissan. Under the charging credit program provisions in the Nissan Agreement, credits for charging are allocated to purchasers or lessees of Nissan EVs, and such purchasers or lessees are permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased. In the event a participant does not use the entire amount of the allocated charging credit or if the annual charging credit pool is not exhausted within a specific period, a portion of the remaining dollar value of such credit rolls over to subsequent periods, and a portion is retained by the Company. For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee. The capital-build program provided for in the Nissan Agreement requires the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”). If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $70,000 per delayed site beyond a designated cure period, which could result in an adjustment to the consideration received by the Company under the Nissan Agreement. EVgo and Nissan previously agreed to amend the Nissan Agreement to extend the installation deadlines under the Build Schedule by up to 12 months , and Nissan has waived penalties for installation delays relating to program year one. The contract is accounted for under ASC 606, which includes performance obligations related to memberships, charging credits and joint marketing activities. 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. 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. Nissan receives budget approvals annually from Nissan Motor Company Limited. Nissan has fulfilled its annual payment obligations under the Nissan Agreement. Legal Proceedings In the ordinary course of the Company’s business, the Company may be subject to lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. Contingent liabilities arising from ordinary course litigation are not expected to have a material adverse effect on the Company’s financial position. However, future events or circumstances, currently unknown to management, may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period. 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. In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 – Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. 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: March 31, December 31, 2023 2022 (in thousands) Level Balance Level Balance Cash equivalents Money market funds 1 $ 125,125 1 $ 150,125 Liabilities Earnout liability 3 $ 3,793 3 $ 1,730 Warrant liability – Public Warrants 1 15,399 1 10,164 Warrant liability – Private Placement Warrants 3 3,285 2 2,140 Total liabilities $ 22,477 $ 14,034 The earnout liability was valued using a Monte Carlo simulation methodology. Assumptions used in the valuation of the earnout liability are as follows: March 31, 2023 Stock price $ 7.79 Risk-free interest rate 3.75 % Expected term (in years) 2.5 Expected volatility 100 % Dividend rate — % The warrants are accounted for as liabilities in accordance with ASC 815, Derivatives and Hedging , and are presented as warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The 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: March 31, 2023 Stock price $ 7.79 Risk-free interest rate 3.78 % Expected term (in years) 3.3 Expected volatility 33 % Dividend rate — % Exercise price $ 11.50 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: Private Placement Warrant Earnout (in thousands) Liability Liability Fair value as of December 31, 2022 $ — $ 1,730 Change in fair value of liability — 2,063 Transfers into Level 3 3,285 — Fair value as of March 31, 2023 $ 3,285 $ 3,793 There were no other transfers between 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. 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 10 – Income Taxes The Company’s provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo. 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. Prior to July 1, 2021, the Company was not a taxable entity for U.S. federal income tax purposes or for any of the states in which the Company operated. On July 1, 2021, pursuant to the CRIS Business Combination, the Company became a taxable entity for U.S. federal income tax purposes and for all of the states in which the Company operates. In assessing the realization of its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. 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. |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Tax Receivable Agreement | |
Tax Receivable Agreement | Note 11 – 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. 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. federal income tax purposes) of all or a portion of the TRA Holders’ EVgo OpCo Units pursuant to the CRIS Business Combination or the exercise of the redemption or Call Rights set forth in the EVgo OpCo A&R LLC Agreement and (ii) imputed interest deemed to be paid by the Company Group as a result of, and additional tax basis arising from, any payments the Company Group makes under the Tax Receivable Agreement. The Company Group will retain the benefit of any remaining net cash savings. If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement and (ii) that any EVgo OpCo Units (other than those held by the Company Group) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date). 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. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | 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: Three Months Ended March 31, (in thousands, except per share data) 2023 2022 Numerator Net loss $ (49,081) $ (55,266) Less: net loss attributable to redeemable noncontrolling interest (36,005) (40,867) Net loss attributable to Class A common stockholders (13,076) (14,399) Less: net loss attributable to participating securities (131) (151) Net loss attributable to Class A common stockholders, basic and diluted $ (12,945) $ (14,248) Denominator Weighted average common stock outstanding 71,713 68,742 Less: weighted average unvested Earnout Shares outstanding (719) (719) Weighted average common stock outstanding, basic and diluted 70,994 68,023 Net loss per share – basic and diluted $ (0.18) $ (0.21) The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, restricted stock units (“RSUs”), stock options and unvested Earnout Shares. For the periods in which net loss per share is presented, the Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A common stockholders since their impact would have been antidilutive: Three Months Ended March 31, (in thousands) 2023 2022 Public Warrants 14,949 14,949 Private Placement Warrants 3,149 3,149 RSUs 7,237 1,781 Stock options 473 — 25,808 19,879 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation | |
Share-Based Compensation | Note 13 – Share-Based Compensation The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands) 2023 2022 Cost of sales $ 22 $ 11 General and administrative expenses 6,405 3,495 Total share-based compensation expense $ 6,427 $ 3,506 2021 Long Term Incentive Plan On July 1, 2021, concurrent with the closing of the CRIS Business Combination, stockholders approved the Board of Directors-approved 2021 Long Term Incentive Plan (the “2021 Incentive Plan”). 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. Stock Options The following table summarizes stock option activity for the three months ended March 31, 2023: Shares Underlying Weighted Average Aggregate Options Weighted Average Remaining Intrinsic Value (in 000's) Exercise Price Contractual Life (in 000's) Outstanding as of December 31, 2022 375 $ 12.86 9.2 years $ — Granted 98 $ 6.13 Outstanding as of March 31, 2023 473 $ 11.47 9.2 years $ 162 Outstanding and exercisable as of March 31, 2023 125 $ 12.86 9.0 years $ — 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: Risk-free interest rate 3.5 % Dividend yield — % Expected volatility 79 % Expected life (in years) 5.7 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: Weighted Average Number of Grant Date (shares in thousands) Shares Fair Value Unvested as of December 31, 2022 3,930 $ 10.85 Granted 4,706 $ 5.77 Vested (1,156) $ 11.57 Forfeited (243) $ 8.90 Unvested as of March 31, 2023 7,237 $ 7.50 Vested but not released 491 $ 10.83 Outstanding as of March 31, 2023 7,728 $ 7.71 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 . EVgo Management Holdings, LLC Incentive Units Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) that track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”). Of each individual grant of Incentive Units, 65% of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining portion (35% of the grant) was designated as sale vesting (the “Sale Vesting Incentive Units”). The Time Vesting Incentive Units vest annually and equally over a period of four years from the date of grant. Sale Vesting Incentive Units vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings. Presented below is a summary of the activity of the Company’s Incentive Units during the three months ended March 31, 2023: Weighted Average Grant Date (units in thousands) Units Fair Value Outstanding as of December 31, 2022 471 $ 18.68 Vested (108) $ 17.29 Forfeited (12) $ 17.64 Outstanding as of March 31, 2023 351 $ 19.13 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. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2023 | |
Redeemable Noncontrolling Interest | |
Redeemable Noncontrolling Interest | Note 14 – 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: (in thousands) Balance as of December 31, 2022 $ 875,226 Net loss attributable to redeemable noncontrolling interest for the period (36,005) Equity-based compensation attributable to redeemable noncontrolling interest during the period 449 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end 685,612 Balance as of March 31, 2023 $ 1,525,282 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 15 – 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. 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. 1 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are unaudited and are presented in accordance with GAAP for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. These condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, 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. 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”). GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Based on their nature, magnitude and timing, certain subsequent events may be required to be reflected in the condensed consolidated financial statements at the balance sheet date and/or required to be disclosed in the notes to the condensed consolidated financial statements. The Company has evaluated subsequent events accordingly. |
Use of Estimates | Use of Estimates The condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of EVgo’s condensed consolidated financial statements requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices for performance obligations for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use assets and liabilities, reporting units used in goodwill impairment tests, share-based compensation, earnout liability, and warrant liabilities. 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. Revisions to estimates are recognized prospectively. |
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk The Company maintains its cash accounts in commercial banks. Cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $250,000. At times, a portion of deposit balances may be in excess of federal insurance limits. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant credit risk on its cash balances. 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 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%. |
Reclassifications | Reclassifications The Company has made certain reclassifications to prior period amounts to conform to current period presentation. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and restricted cash include cash held in cash depository accounts in major banks in the U.S. and are stated at cost. Cash equivalents are carried at fair value and are primarily invested in money market funds. Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as restricted cash. The Company had unused letters of credit, which were collateralized with cash, classified as restricted cash on the Company’s condensed consolidated balance sheets, of $0.7 million as of March 31, 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 | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are amounts due from customers under normal trade terms. Payment terms for accounts receivable related to capital-build agreements are specified in the individual agreements and vary depending on the counterparty. Management reviews accounts receivable on a recurring basis to determine if any accounts receivable will potentially be uncollectible. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. 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. |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition | |
Disaggregation of revenue | Three Months Ended March 31, (in thousands) 2023 2022 Charging revenue, retail $ 6,615 $ 3,502 Charging revenue, commercial 1,715 709 Charging revenue, OEM 552 151 Regulatory credit sales 1,215 1,378 Network revenue, OEM 2,699 490 eXtend revenue 10,292 80 Ancillary revenue 2,212 1,390 Total revenue $ 25,300 $ 7,700 |
Contract assets and liabilities and liabilities activity | March 31, December 31, Change (dollars in thousands) 2023 2022 $ % Contract assets $ — $ 2,861 $ (2,861) (100) % Contract liabilities $ 74,537 $ 57,790 $ 16,747 29 % (in thousands) Balance as of December 31, 2022 $ 57,790 Additions 27,471 Recognized in revenue (10,654) Marketing activities recognized on a net basis (70) Balance as of March 31, 2023 $ 74,537 |
Schedule of contract liabilities recognized as revenue. | Three Months Ended March 31, (in thousands) 2023 2022 Amounts included in the beginning of period contract liability balance $ 4,000 $ 1,202 Amounts associated with performance obligations satisfied in previous periods $ 25 $ 5 |
Schedule of deferred revenue to be recognized | (in thousands) 2023 $ 18,978 2024 10,636 2025 14,371 2026 7,164 $ 51,149 |
Lease Accounting (Tables)
Lease Accounting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |
Schedule of lease cost | Three Months Ended March 31, (in thousands) 2023 2022 Operating lease costs Cost of sales $ 1,319 $ 361 General and administrative expenses 1,219 673 Variable lease costs Cost of sales 39 90 General and administrative expenses 36 21 Short-term lease costs 33 12 $ 2,646 $ 1,157 |
Schedule of future fixed minimum payments | (in thousands) 2023 $ 7,386 2024 9,685 2025 8,798 2026 8,305 2027 7,667 Thereafter 38,613 Total undiscounted operating lease payments 80,454 Less: imputed interest (26,630) Total discounted operating lease liabilities $ 53,824 |
Schedule of operating lease liability supplemental information | Three Months Ended March 31, (dollars in thousands) 2023 2022 Weighted-average remaining lease term (in years) 8.9 7.6 Weighted-average discount rate 9.16 % 5.71 % Cash paid for amounts included in measurement of operating lease liabilities $ 1,849 $ 910 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,409 $ 5,008 |
Schedule of operating lease income | Three Months Ended March 31, (in thousands) 2023 2022 Operating lease income: Fixed lease income $ 458 $ 261 Sublease income 267 170 Total lease income $ 725 $ 431 |
Schedule of future minimum rental payments due to as lessor under operating leases (including subleases) | (in thousands) 2023 $ 1,971 2024 1,618 2025 663 2026 242 $ 4,494 |
Components Leased to Third Parties [Member] | |
Lessee, Lease, Description [Line Items] | |
The components of charging equipment, charging stations, land, and subleased host sites leased to third parties | March 31, December 31, (in thousands) 2023 2022 Charging station equipment and construction costs $ 3,558 $ 3,557 Land and building 10,507 10,507 Less: accumulated depreciation (1,094) (980) Property, equipment and software, net $ 12,971 $ 13,084 Operating lease right-of-use assets $ 5,357 $ 5,554 |
Property, Equipment and Softw_2
Property, Equipment and Software, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Equipment and Software, Net | |
Schedule of property and equipment, net | March 31, December 31, (in thousands) 2023 2022 Charging station installation costs $ 138,764 $ 121,820 Construction in process 120,011 104,395 Charging station equipment 92,068 79,031 Charging equipment 42,610 20,596 Land and building 15,932 15,932 Software 14,590 14,289 Office equipment, vehicles and other 1,769 1,647 Total property, equipment and software 425,744 357,710 Less accumulated depreciation and amortization (58,549) (49,598) Property, equipment and software, net $ 367,195 $ 308,112 |
Schedule of allocation of depreciation and amortization of property and equipment | Three Months Ended March 31, (in thousands) 2023 2022 Cost of sales Depreciation of property and equipment $ 7,971 $ 4,618 Amortization of capital-build liability (1,629) (1,164) General and administrative expenses Depreciation of property and equipment 126 63 Amortization of software 1,215 461 Impairment expense 3,433 534 Loss on disposal of property and equipment, net of insurance recoveries 27 274 $ 11,143 $ 4,786 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net | |
Schedule of finite-lived intangible assets, net | March 31, 2023 Remaining Weighted Gross Net Average Carrying Accumulated Carrying Amortization (in thousands) Amount Amortization Value Period Site Host relationships $ 41,500 $ (11,100) $ 30,400 8.8 years Customer relationships 19,000 (13,112) 5,888 1.5 years Developed technology 14,000 (2,905) 11,095 11.3 years User base 11,000 (4,746) 6,254 2.3 years Trade name 5,000 (929) 4,071 13.3 years $ 90,500 $ (32,792) $ 57,708 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligations | |
Schedule of asset retirement obligation activity | (in thousands) Balance as of December 31, 2022 $ 15,473 Liabilities incurred 1,391 Accretion expense 539 Change in estimate (14) Liabilities settled (18) Balance as of March 31, 2023 $ 17,371 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of assets and liabilities measured on recurring basis | March 31, December 31, 2023 2022 (in thousands) Level Balance Level Balance Cash equivalents Money market funds 1 $ 125,125 1 $ 150,125 Liabilities Earnout liability 3 $ 3,793 3 $ 1,730 Warrant liability – Public Warrants 1 15,399 1 10,164 Warrant liability – Private Placement Warrants 3 3,285 2 2,140 Total liabilities $ 22,477 $ 14,034 |
Schedule of changes in the fair value of warrant and earnout liabilities | Private Placement Warrant Earnout (in thousands) Liability Liability Fair value as of December 31, 2022 $ — $ 1,730 Change in fair value of liability — 2,063 Transfers into Level 3 3,285 — Fair value as of March 31, 2023 $ 3,285 $ 3,793 |
Private Placement Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assumptions used in valuation of liability | March 31, 2023 Stock price $ 7.79 Risk-free interest rate 3.78 % Expected term (in years) 3.3 Expected volatility 33 % Dividend rate — % Exercise price $ 11.50 |
Earnout Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assumptions used in valuation of liability | March 31, 2023 Stock price $ 7.79 Risk-free interest rate 3.75 % Expected term (in years) 2.5 Expected volatility 100 % Dividend rate — % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Schedule of basic and diluted net earnings per common share | Three Months Ended March 31, (in thousands, except per share data) 2023 2022 Numerator Net loss $ (49,081) $ (55,266) Less: net loss attributable to redeemable noncontrolling interest (36,005) (40,867) Net loss attributable to Class A common stockholders (13,076) (14,399) Less: net loss attributable to participating securities (131) (151) Net loss attributable to Class A common stockholders, basic and diluted $ (12,945) $ (14,248) Denominator Weighted average common stock outstanding 71,713 68,742 Less: weighted average unvested Earnout Shares outstanding (719) (719) Weighted average common stock outstanding, basic and diluted 70,994 68,023 Net loss per share – basic and diluted $ (0.18) $ (0.21) |
Schedule of antidilutive securities excluded from computation of diluted EPS | Three Months Ended March 31, (in thousands) 2023 2022 Public Warrants 14,949 14,949 Private Placement Warrants 3,149 3,149 RSUs 7,237 1,781 Stock options 473 — 25,808 19,879 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation expense | Three Months Ended March 31, (in thousands) 2023 2022 Cost of sales $ 22 $ 11 General and administrative expenses 6,405 3,495 Total share-based compensation expense $ 6,427 $ 3,506 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of options activity | Shares Underlying Weighted Average Aggregate Options Weighted Average Remaining Intrinsic Value (in 000's) Exercise Price Contractual Life (in 000's) Outstanding as of December 31, 2022 375 $ 12.86 9.2 years $ — Granted 98 $ 6.13 Outstanding as of March 31, 2023 473 $ 11.47 9.2 years $ 162 Outstanding and exercisable as of March 31, 2023 125 $ 12.86 9.0 years $ — |
Schedule of assumptions used for grants of awards | Risk-free interest rate 3.5 % Dividend yield — % Expected volatility 79 % Expected life (in years) 5.7 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of RSU activity | Weighted Average Number of Grant Date (shares in thousands) Shares Fair Value Unvested as of December 31, 2022 3,930 $ 10.85 Granted 4,706 $ 5.77 Vested (1,156) $ 11.57 Forfeited (243) $ 8.90 Unvested as of March 31, 2023 7,237 $ 7.50 Vested but not released 491 $ 10.83 Outstanding as of March 31, 2023 7,728 $ 7.71 |
Incentive Units [Member]. | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity of Incentive Units | Weighted Average Grant Date (units in thousands) Units Fair Value Outstanding as of December 31, 2022 471 $ 18.68 Vested (108) $ 17.29 Forfeited (12) $ 17.64 Outstanding as of March 31, 2023 351 $ 19.13 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Redeemable Noncontrolling Interest | |
Schedule of reconciliation of changes in redeemable noncontrolling interest | (in thousands) Balance as of December 31, 2022 $ 875,226 Net loss attributable to redeemable noncontrolling interest for the period (36,005) Equity-based compensation attributable to redeemable noncontrolling interest during the period 449 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end 685,612 Balance as of March 31, 2023 $ 1,525,282 |
Description of business and n_2
Description of business and nature of operations (Details) - USD ($) | Jul. 01, 2021 | Oct. 02, 2020 | Mar. 31, 2023 |
Class A Common Stock [Member] | |||
Conversion ratio | 1 | ||
Class B Common Stock [Member] | |||
Conversion ratio | 1 | ||
EVgo OpCo | |||
Units owned | 195,800,000 | ||
Post-transaction ownership percentage of the target business | 73.20% | ||
Private Placement Warrants [Member] | Climate Change Crisis Real Impact I Acquisition Corporation [Member] | |||
Warrants issued (in shares) | 6,600,000 | ||
Unit price (in dollars per share) | $ 1 | ||
Gross proceeds | $ 6,600,000 | ||
Thunder Sub [Member] | Climate Change Crisis Real Impact I Acquisition Corporation [Member] | |||
Sale of stock percentage of ownership after transaction | 26.80% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Concentration of Business and Credit Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) customer | Mar. 31, 2022 customer | Dec. 31, 2022 customer | |
Concentration Risk [Line Items] | |||
Federal Depositary Insurance Coverage | $ | $ 250,000 | ||
Major Supplier [Member] | |||
Concentration Risk [Line Items] | |||
Number of vendors | 1 | 4 | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Major Customers [Member] | |||
Concentration Risk [Line Items] | |||
Number of customers | 2 | 1 | |
Concentration risk percentage | 57.60% | 20.50% | |
Total Revenue [Member] | Customer Concentration Risk [Member] | Major Customers [Member] | |||
Concentration Risk [Line Items] | |||
Number of customers | 2 | 2 | |
Concentration risk percentage | 51.40% | 28.60% | |
Total Purchases [Member] | Supplier Concentration Risk [Member] | Major Supplier [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 84.30% | 84.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Letter of Credit [Member] | ||
Unused letter of credit | $ 0.7 | $ 0.7 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Other accounts receivable | $ 1.2 | $ 1.3 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 25,300 | $ 7,700 |
Charging Revenue Retail [Member] | ||
Revenue | 6,615 | 3,502 |
Charging Revenue OEM [Member] | ||
Revenue | 552 | 151 |
Charging Revenue Commercial [Member] | ||
Revenue | 1,715 | 709 |
Network Revenue OEM [Member] | ||
Revenue | 2,699 | 490 |
Ancillary Revenue. | ||
Revenue | 2,212 | 1,390 |
Regulatory Credit Sales [Member] | ||
Revenue | 1,215 | 1,378 |
eXtend [Member] | ||
Revenue | $ 10,292 | $ 80 |
Revenue Recognition - Contract
Revenue Recognition - Contract assets and liabilities and liabilities activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition | ||
Contract assets | $ 0 | $ 2,861 |
Contract liabilities | 74,537 | $ 57,790 |
Change in contract assets | (2,861) | |
Change in contract liabilities | $ 16,747 | |
Change in contract assets (as percentage) | (100.00%) | |
Change in contract liabilities (as percentage) | 29% | |
Contract balances | ||
Beginning balance | $ 57,790 | |
Additions | 27,471 | |
Recognized in revenue | (10,654) | |
Marketing activities recognized on a net basis | (70) | |
Ending balance | $ 74,537 |
Revenue Recognition - Revenue (
Revenue Recognition - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition | ||
Amounts included in the beginning of period contract liability balance | $ 4,000 | $ 1,202 |
Amounts associated with performance obligations satisfied in previous periods | $ 25 | $ 5 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred revenue to be recognized (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected period of satisfaction | $ 51,149 | |
Deferred revenue | 10,600 | $ 8,700 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected period of satisfaction | $ 18,978 | |
Revenue remaining performance obligation | 9 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected period of satisfaction | $ 10,636 | |
Revenue remaining performance obligation | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected period of satisfaction | $ 14,371 | |
Revenue remaining performance obligation | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected period of satisfaction | $ 7,164 | |
Revenue remaining performance obligation | 1 year |
Lease Accounting - Lessee Accou
Lease Accounting - Lessee Accounting (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |
Operating lease commitments | $ 49,200 | |
Weighted-average remaining lease term | 8 years 10 months 24 days | 7 years 7 months 6 days |
Weighted-average discount rate | 9.16% | 5.71% |
Cash paid for amounts included in measurement of operating lease liabilities | $ 1,849 | $ 910 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,409 | 5,008 |
Lease costs | ||
Short-term lease costs | 33 | 12 |
Total lease costs | 2,646 | 1,157 |
Future fixed minimum payments | ||
2023 | 7,386 | |
2024 | 9,685 | |
2025 | 8,798 | |
2026 | 8,305 | |
2027 | 7,667 | |
Thereafter | 38,613 | |
Total undiscounted operating lease payments | 80,454 | |
Less: imputed interest | (26,630) | |
Total discounted operating lease liabilities | $ 53,824 | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 1 year | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 15 years | |
Renewal term | 5 years | |
Cost of Sales [Member] | ||
Lease costs | ||
Operating lease costs | $ 1,319 | 361 |
Variable lease costs | 39 | 90 |
General and Administrative Expense [Member] | ||
Lease costs | ||
Operating lease costs | 1,219 | 673 |
Variable lease costs | $ 36 | $ 21 |
Lease Accounting - Lessor accou
Lease Accounting - Lessor accounting (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Lessor, Operating Lease, Existence of Option to Extend [true false] | true | |
Operating lease income: | ||
Fixed lease income | $ 458 | $ 261 |
Sublease income | 267 | 170 |
Total lease income | $ 725 | $ 431 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue from Contract with Customer, Including Assessed Tax | Revenue from Contract with Customer, Including Assessed Tax |
Future minimum rental payments due to lessor under operating leases (including subleases) | ||
2023 | $ 1,971 | |
2024 | 1,618 | |
2025 | 663 | |
2026 | 242 | |
Total | $ 4,494 | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Initial lease terms | 1 year | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Initial lease terms | 5 years |
Lease Accounting - Components o
Lease Accounting - Components of charging equipment and charging stations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Total property, equipment and software | $ 425,744 | $ 357,710 |
Less: accumulated depreciation | (58,549) | (49,598) |
Total | 367,195 | 308,112 |
Operating lease right-of-use assets | 54,670 | 51,856 |
Components Leased to Third Parties [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Less: accumulated depreciation | (1,094) | (980) |
Total | 12,971 | 13,084 |
Operating lease right-of-use assets | 5,357 | 5,554 |
Charging station equipment and construction costs | Components Leased to Third Parties [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Total property, equipment and software | 3,558 | 3,557 |
Land and building | ||
Lessee, Lease, Description [Line Items] | ||
Total property, equipment and software | 15,932 | 15,932 |
Land and building | Components Leased to Third Parties [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Total property, equipment and software | $ 10,507 | $ 10,507 |
Property, Equipment and Softw_3
Property, Equipment and Software, Net - Schedule of property and equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Total property, equipment and software | $ 425,744 | $ 357,710 |
Less accumulated depreciation and amortization | (58,549) | (49,598) |
Property, equipment and software, net | 367,195 | 308,112 |
Construction in process | ||
Total property, equipment and software | 120,011 | 104,395 |
Land and building | ||
Total property, equipment and software | 15,932 | 15,932 |
Software | ||
Total property, equipment and software | 14,590 | 14,289 |
Charging station installation costs | ||
Total property, equipment and software | 138,764 | 121,820 |
Charging station equipment | ||
Total property, equipment and software | 92,068 | 79,031 |
Charging equipment | ||
Total property, equipment and software | 42,610 | 20,596 |
Office equipment, vehicles and other | ||
Total property, equipment and software | $ 1,769 | $ 1,647 |
Property, Equipment and Softw_4
Property, Equipment and Software, Net - Schedule of allocation of depreciation and amortization of property and equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Depreciation and amortization of property and equipment | $ 11,126 | $ 7,341 |
Property And Equipment [Member] | ||
Depreciation and amortization of property and equipment | 11,143 | 4,786 |
Property And Equipment [Member] | Cost of Sales [Member] | ||
Depreciation | 7,971 | 4,618 |
Property And Equipment [Member] | General and Administrative Expense [Member] | ||
Depreciation | 126 | 63 |
Impairment expense | 3,433 | 534 |
Loss on disposal of property and equipment, net of insurance recoveries | 27 | 274 |
Construction in Progress [Member] | Cost of Sales [Member] | ||
Amortization | (1,629) | (1,164) |
Software [Member] | General and Administrative Expense [Member] | ||
Amortization | $ 1,215 | $ 461 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of finite-lived intangible assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Gross carrying amount, finite-lived | $ 90,500 | |
Accumulated amortization, finite-lived | (32,792) | |
Net carrying value, finite-lived | 57,708 | |
Amortization of intangible assets | 2,900 | $ 2,900 |
Site Host relationships [Member] | ||
Gross carrying amount, finite-lived | 41,500 | |
Accumulated amortization, finite-lived | (11,100) | |
Net carrying value, finite-lived | $ 30,400 | |
Remaining weighted average amortization period | 8 years 9 months 18 days | |
Customer relationships [Member] | ||
Gross carrying amount, finite-lived | $ 19,000 | |
Accumulated amortization, finite-lived | (13,112) | |
Net carrying value, finite-lived | $ 5,888 | |
Remaining weighted average amortization period | 1 year 6 months | |
Developed technology [Member] | ||
Gross carrying amount, finite-lived | $ 14,000 | |
Accumulated amortization, finite-lived | (2,905) | |
Net carrying value, finite-lived | $ 11,095 | |
Remaining weighted average amortization period | 11 years 3 months 18 days | |
User base | ||
Gross carrying amount, finite-lived | $ 11,000 | |
Accumulated amortization, finite-lived | (4,746) | |
Net carrying value, finite-lived | $ 6,254 | |
Remaining weighted average amortization period | 2 years 3 months 18 days | |
Trade name [Member] | ||
Gross carrying amount, finite-lived | $ 5,000 | |
Accumulated amortization, finite-lived | (929) | |
Net carrying value, finite-lived | $ 4,071 | |
Remaining weighted average amortization period | 13 years 3 months 18 days |
Asset Retirement Obligations -
Asset Retirement Obligations - Asset retirement obligation activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Asset Retirement Obligations | |
Beginning balance | $ 15,473 |
Liabilities incurred | 1,391 |
Accretion expense | 539 |
Change in estimate | (14) |
Liabilities settled | (18) |
Ending balance | $ 17,371 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||
Jul. 12, 2022 item | Jul. 05, 2022 USD ($) item | Jul. 20, 2020 item | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) item | |
Purchase Commitment for Charging Equipment [Member] | |||||
Purchase order commitments outstanding | $ | $ 66,000,000 | ||||
Pilot Flying J Agreement [Member] | |||||
Charger installation, maximum liquidated damages | $ | $ 30,000 | ||||
Early termination rights, threshold charging stalls | 1,000 | ||||
Pilot Flying J Agreement [Member] | Maximum | |||||
Threshold number of stalls to be built, operated and maintained | 2,000 | ||||
Delta Charger Supply Agreement and Purchase Order [Member] | |||||
Minimum number of chargers committed to be purchased | 1,000 | ||||
Increased purchase commitment, number of chargers | 1,100 | ||||
Nissan Agreement [Member] | |||||
Future build schedule penalty amount, per site | $ | $ 70,000 | ||||
Period of charging credit | 12 months | ||||
Extension term of installation deadline under build schedule | 12 months | ||||
Second amendment agreement with GM | |||||
Charger station operational percentage benchmark | 95% | ||||
Payment in exchange for agreement to apply certain branding decals | $ | $ 7,000,000 | ||||
Number of chargers to be installed | 3,250 | ||||
Second amendment agreement with GM | Scenario Plan Date March 31, 2026 [Member] | |||||
Number of chargers to be installed | 3,250 | ||||
Second amendment agreement with GM | Scenario Plan Date December 31, 2023 [Member] | |||||
Percentage of chargers installation completed | 44% | ||||
GM Agreement [Member] | |||||
Contract term | 5 years | ||||
Agreement liquidation damage amount if counterparty terminates | $ | $ 15,000,000 | ||||
Number of chargers to be installed | 2,750 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities measured at recurring basis (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Earnout liability, at fair value | $ 3,793,000 | $ 1,730,000 |
Recurring [Member] | ||
Liabilities | ||
Total liabilities | 22,477,000 | 14,034,000 |
Recurring [Member] | Level 1 [Member] | Public Warrant [Member] | ||
Liabilities | ||
Warrant liability | 15,399,000 | 10,164,000 |
Recurring [Member] | Level 3 [Member] | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Earnout liability, at fair value | 3,793,000 | 1,730,000 |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 3,285,000 | 2,140,000 |
Recurring [Member] | Money market funds | Level 1 [Member] | ||
Assets | ||
Cash equivalents | $ 125,125,000 | $ 150,125,000 |
Fair Value Measurements - Earno
Fair Value Measurements - Earnout Liability - Schedule of Assumptions of the liability (Details) | Mar. 31, 2023 $ / shares Y |
Stock price | |
Earnout liability measurement input | $ / shares | 7.79 |
Risk-free interest rate | |
Earnout liability measurement input | 0.0375 |
Expected term | |
Earnout liability measurement input | Y | 2.5 |
Expected Volatility | |
Earnout liability measurement input | 1 |
Fair Value Measurements - Priva
Fair Value Measurements - Private Placement Warrant liability - Schedule of Assumptions of the liability (Details) | Mar. 31, 2023 $ / shares Y |
Stock price | |
Warrants and Rights Outstanding, Measurement Input | 7.79 |
Risk-free interest rate | |
Warrants and Rights Outstanding, Measurement Input | 0.0378 |
Expected term | |
Warrants and Rights Outstanding, Measurement Input | Y | 3.3 |
Expected Volatility | |
Warrants and Rights Outstanding, Measurement Input | 0.33 |
Exercise price | |
Warrants and Rights Outstanding, Measurement Input | 11.50 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in fair value of liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes in Fair Value of Earnout Liabilities [Roll Forward] | ||
Fair value as of beginning period | $ 1,730 | |
Change in fair value of earnout liability | 2,063 | $ 2,264 |
Fair value as of ending period | 3,793 | |
Private Placement Warrant Liability [Member] | ||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Transfer into Level 3 | 3,285 | |
Fair value as of ending period | 3,285 | |
Earnout Liability [Member] | ||
Changes in Fair Value of Earnout Liabilities [Roll Forward] | ||
Fair value as of beginning period | 1,730 | |
Change in fair value of earnout liability | 2,063 | |
Fair value as of ending period | $ 3,793 |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets transfer from level 1 to level 2 | $ 0 | |
Fair value assets transfer from level 2 to level 1 | 0 | |
Fair value assets transfer into level 3 | 0 | |
Fair value assets transfer out of level 3 | 0 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Income Taxes | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Tax Receivable Agreement | |
Net cash savings percentage owed to TRA Holders | 85% |
Cash savings tax benefit | $ 0 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss | $ (49,081) | $ (55,266) |
Less: net loss attributable to redeemable noncontrolling interest | (36,005) | (40,867) |
Net loss attributable to Class A common stockholders | (13,076) | (14,399) |
Less: net loss attributable to participating securities | (131) | (151) |
Net loss attributable to Class A common stockholders, basic | (12,945) | (14,248) |
Net loss attributable to Class A common stockholders, diluted | $ (12,945) | $ (14,248) |
Denominator | ||
Weighted average common stock outstanding | 71,713 | 68,742 |
Less: weighted average unvested Earnout Shares outstanding | (719) | (719) |
Weighted average common stock outstanding, basic (in shares) | 70,994 | 68,023 |
Weighted average common stock outstanding - diluted (in shares) | 70,994 | 68,023 |
Net loss per share | ||
Basic (in dollars per share) | $ (0.18) | $ (0.21) |
Diluted (in dollars per share) | $ (0.18) | $ (0.21) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of antidilutive securities excluded from computation of diluted EPS (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Securities excluded from computation of diluted weighted average common shares (in shares) | 25,808,000 | 19,879,000 |
Public Warrants | ||
Securities excluded from computation of diluted weighted average common shares (in shares) | 14,949,000 | 14,949,000 |
Private Placement Warrants [Member] | ||
Securities excluded from computation of diluted weighted average common shares (in shares) | 3,149,000 | 3,149,000 |
RSUs | ||
Securities excluded from computation of diluted weighted average common shares (in shares) | 7,237,000 | 1,781,000 |
Stock options | ||
Securities excluded from computation of diluted weighted average common shares (in shares) | 473,000 | |
$15.00 Triggering Event | ||
Earnout triggering share price | $ 15 | $ 15 |
$15.00 Triggering Event | Earnout Shares | ||
Securities excluded from computation of diluted weighted average common shares (in shares) | 718,750 | 718,750 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of share-based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based compensation recognized | $ 6,427 | $ 3,506 |
Cost of Sales [Member] | ||
Share-based compensation recognized | 22 | 11 |
General and Administrative Expense [Member] | ||
Share-based compensation recognized | $ 6,405 | $ 3,495 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option (Details) - Stock options $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Unrecognized compensation cost | $ | $ 1.6 |
Unrecognized compensation cost, period of recognition | 1 year 6 months |
Stock options exercised | shares | 0 |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares Underlying Options, Outstanding, as of December 31, 2022 | 375 | |
Shares Underlying Options, Granted | 98 | |
Shares Underlying Options, Outstanding, as of March 31, 2023 | 473 | 375 |
Shares Underlying Options, Outstanding and Exercisable as of March 31, 2023 | 125 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 12.86 | |
Weighted Average Exercise Price, Granted | 6.13 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 11.47 | $ 12.86 |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ 12.86 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 9 years 2 months 12 days | 9 years 2 months 12 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 9 years | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 162 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions (Details) - Stock options | 3 Months Ended |
Mar. 31, 2023 | |
Assumptions | |
Risk-free interest rate | 3.50% |
Expected stock price volatility | 79% |
Expected life | 5 years 8 months 12 days |
Share-Based Compensation - RSU
Share-Based Compensation - RSU Activity (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2023 | Jul. 01, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, shares | 98,000 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of RSUs vested | $ 7.7 | ||
Time Vesting Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Share-based compensation award vesting percentage | 65% | ||
Sale Vesting Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation award vesting percentage | 35% | ||
Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 6.4 | ||
Unrecognized compensation cost, period of recognition | 1 year 4 months 24 days | ||
Liability Classified Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost, period of recognition | 1 year 10 months 24 days | ||
Granted, shares | 4,400,000 | ||
Unrecognized compensation cost | $ 4.2 | ||
2021 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 33,918,000 | ||
Shares available for grant | 24,407,475 | ||
2021 Incentive Plan | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 39.3 | ||
Unrecognized compensation cost, period of recognition | 1 year 8 months 12 days |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of nonvested stock units activity (Details) - 2021 Incentive Plan - RSUs | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Units | |
Unvested as of beginning (in shares) | shares | 3,930 |
Granted (in shares) | shares | 4,706 |
Vested (in shares) | shares | (1,156) |
Forfeited (in shares) | shares | (243) |
Unvested as of ending (in shares) | shares | 7,237 |
Vested but not released (in shares) | shares | 491 |
Outstanding (in shares) | shares | 7,728 |
Weighted Average Grant Date Fair Value | |
Outstanding as of beginning (in dollar per share) | $ / shares | $ 10.85 |
Granted (in dollar per share) | $ / shares | 5.77 |
Vested (in dollar per share) | $ / shares | 11.57 |
Forfeited (in dollar per share) | $ / shares | 8.90 |
Outstanding as of ending (in dollar per share) | $ / shares | 7.50 |
Vested but not released ( in dollars per share) | $ / shares | 10.83 |
Outstanding (in dollars per share) | $ / shares | $ 7.71 |
Share-Based Compensation - Ince
Share-Based Compensation - Incentive Units - Summary of the activity of Incentive Units (Details) - Incentive Units | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Units | |
Unvested as of beginning (in shares) | shares | 471 |
Vested (in shares) | shares | (108) |
Forfeited (in shares) | shares | (12) |
Unvested as of ending (in shares) | shares | 351 |
Weighted Average Grant Date Fair Value | |
Outstanding as of beginning (in dollar per share) | $ / shares | $ 18.68 |
Vested (in dollar per share) | $ / shares | 17.29 |
Forfeited (in dollar per share) | $ / shares | 17.64 |
Outstanding as of ending (in dollar per share) | $ / shares | $ 19.13 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest - Narrative (Details) - EVgo OpCo | Mar. 31, 2023 shares |
Units owned | 195,800,000 |
Common shares subject to possible forfeiture | 718,750 |
Percentage of ownership interest held | 73.30% |
Post-transaction ownership percentage of the target business | 73.20% |
Class B Common Stock [Member] | |
Percentage of voting interest | 73.20% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest - Schedule of reconciliation of changes in redeemable noncontrolling interest (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Redeemable Noncontrolling Interest | |
Beginning balance | $ 875,226 |
Net loss attributable to redeemable noncontrolling interest for the period | (36,005) |
Equity-based compensation attributable to redeemable noncontrolling interest during the period | 449 |
Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end | 685,612 |
Ending balance | $ 1,525,282 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Nov. 10, 2022 | Apr. 30, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Shares Underlying Options, Granted | 98,000 | ||
RSUs | 2021 Incentive Plan | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 4,706 | ||
Class A Common Stock [Member] | At The Market Offering | Distribution Agreement | |||
Subsequent Event [Line Items] | |||
Maximum number of shares available to be sold | 200,000,000 | ||
Subsequent Event | Class A Common Stock [Member] | At The Market Offering | Equity Distribution Agreement | |||
Subsequent Event [Line Items] | |||
Shares issued | 889,340 | ||
Issuance of common stock under the ATM | $ 5.8 | ||
Commission on issuance of common stock | 0.1 | ||
Net proceeds | $ 5.7 |