UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
EXCHANGE ACT OF 1934
For the quarterly period ended
or
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:
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(Address of Principal Executive Offices) |
( |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
☒ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading symbol | Name of Exchange on which registered |
As of October 28, 2022, there were
TABLE OF CONTENTS
| Page | ||
|---|---|---|---|
3 | |||
5 | |||
7 | |||
Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 | 7 | ||
9 | |||
10 | |||
12 | |||
14 | |||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | ||
55 | |||
55 | |||
57 | |||
57 | |||
59 | |||
61 | |||
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this document other than statements of historical fact, including, without limitation, statements regarding future financial performance, business strategies, market size and opportunity, expansion plans, future results of operations, factors affecting EVgo’s performance, estimated revenues, losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “may,” “will,” “might,” “should,” “could,” “would,” “can,” “expect,” “plan,” “objective,” “seek,” “grow,” “possible,” “potential,” “outlook,” “forecast,” “target,” “if,” “predict,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on EVgo’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the risk factors described in EVgo’s filings with the Securities and Exchange Commission (the “SEC”). Moreover, EVgo operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for EVgo to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements EVgo may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this document may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Forward-looking statements in this Quarterly Report may include, without limitation, statements about:
| ● | changes adversely affecting EVgo’s business; |
| ● | the risks associated with cyclical demand for EVgo’s services and vulnerability to industry downturns and regional or national downturns; |
| ● | fluctuations in EVgo’s revenue and operating results; |
| ● | unfavorable conditions or further disruptions in the capital and credit markets; |
| ● | EVgo’s ability to generate cash, service indebtedness and incur additional indebtedness; |
| ● | competition from existing and new competitors; |
| ● | the growth of the electric vehicle (“EV”) market; |
| ● | EVgo’s ability to expand into new service markets, grow its customer base, and manage its operations; |
| ● | EVgo’s ability to develop new features and functionality that meet market needs and achieve market acceptance; |
| ● | EVgo’s ability to integrate any businesses it acquires; |
| ● | EVgo’s ability to recruit and retain experienced personnel; |
| ● | risks related to legal proceedings or claims, including liability claims; |
| ● | EVgo’s dependence on third-party contractors to provide various services and hardware; |
| ● | EVgo’s ability to obtain additional capital on commercially reasonable terms; |
| ● | supply chain disruptions, inflation and other increases in expenses, including due to the impacts of COVID-19; |
| ● | safety and environmental requirements that may subject EVgo to unanticipated liabilities; |
| ● | any current, pending or future legislation, regulators or policies that could impact EVgo’s business, results of operations and financial condition, including regulations impacting the EV charging market and government programs designed to drive broader adoption of EVs; |
| ● | partnerships with Site Hosts (defined below), original equipment manufacturers (“OEMs”), fleet operators and suppliers; |
| ● | EVgo’s ability to maintain, protect and enhance EVgo’s intellectual property; |
3
| ● | general economic or political conditions, including the armed conflict in Ukraine, the impact of COVID-19 and continued inflation and the associated changes in monetary policy; and |
| ● | other factors detailed under the section entitled “Part II. Item 1A, Risk Factors” and in EVgo’s periodic filings with the Securities and Exchange Commission (the “SEC”). |
EVgo’s SEC filings are available publicly on the SEC’s website at www.sec.gov. The forward-looking statements contained in this Quarterly Report are based on EVgo’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting EVgo will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond EVgo’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of EVgo’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements in this Quarterly Report and in any document incorporated herein by reference should not be relied upon as representing EVgo’s views as of any subsequent date, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
4
FREQUENTLY USED TERMS
Unless the context indicates otherwise, the following terms have the following meanings when used in this Quarterly Report:
“Board of Directors” means the board of directors of EVgo Inc.
“Business Combination Agreement” means that business combination agreement entered into on January 21, 2021 by and among CRIS, Thunder Sub and the EVgo Parties, as may be amended from time to time.
“Class A common stock” means Class A common stock of EVgo Inc., par value $0.0001 per share.
“Class B common stock” means Class B common stock of EVgo Inc., par value $0.0001 per share.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“common stock” means Class A common stock and Class B common stock.
“Company” means EVgo Inc. and its subsidiaries.
“Company Group” means EVgo Inc., Thunder Sub or any of their subsidiaries (other than EVgo OpCo and its subsidiaries).
“CRIS” means Climate Change Crisis Real Impact I Acquisition Corporation.
“CRIS Business Combination” means the transactions contemplated by the Business Combination Agreement.
“CRIS Close Date” means the closing of the CRIS Business Combination on July 1, 2021.
“DCFC” means direct current fast charging.
“EVgo” means, prior to the CRIS Close Date, EVgo Holdings and its subsidiaries and, following the CRIS Close Date, EVgo Inc. and its subsidiaries.
“EVgo Holdco” means EVgo Holdco, LLC, a Delaware limited liability company.
“EVgo Holdings” means EVgo Holdings, LLC, a Delaware limited liability company.
“EVgo OpCo” means EVgo OpCo, LLC, a Delaware limited liability company.
“EVgo OpCo A&R LLC Agreement” means the amended and restated limited liability company agreement of EVgo OpCo entered into on July 1, 2021.
“EVgo OpCo Units” means the equity interests of EVgo OpCo.
“EVgo Parties” means EVgo OpCo, EVgo Holdco and EVgo Holdings.
“EVgo Services” means EVgo Services LLC, a Delaware limited liability company.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“GAAP” means accounting principles generally accepted in the United States, consistently applied, as in effect from time to time.
“Initial Public Offering” means CRIS’s initial public offering of units consummated on October 2, 2020.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
5
“LLC Interests” means the limited liability company interests of EVgo Holdings.
“LS Power” means LS Power Equity Partners IV, L.P. and its affiliates, unless the context otherwise requires.
“PlugShare” means PlugShare, LLC, a California limited liability company.
“PlugShare Acquisition Date” means July 9, 2021, the date EVgo and PlugShare entered into the PlugShare Agreement.
“PlugShare Agreement” means the stock purchase agreement entered into between EVgo and PlugShare on the PlugShare Acquisition Date.
“Private Placement Warrants” means the 6,600,000 warrants purchased by the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering, each of which is exercisable for one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, generating gross proceeds of $6,600,000.
“Public Warrants” means the 11,499,988 redeemable warrants sold as part of the units in the Initial Public Offering.
“SEC” means the U.S. Securities and Exchange Commission.
“Sponsor” means CRIS’s sponsor, Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability company.
“Tax Receivable Agreement” means the tax receivable agreement, entered into on the CRIS Close Date, by and among CRIS, Thunder Sub, EVgo Holdings and LS Power Equity Advisors, LLC, as agent.
“Thunder Sub” means CRIS Thunder Merger LLC, a Delaware limited liability company and wholly owned subsidiary of EVgo Inc.
6
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
EVgo Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, | December 31, | |||||
| 2022 |
| 2021 | |||
(in thousands) | (unaudited) | |||||
Assets |
|
|
| |||
Current assets |
|
|
| |||
Cash and restricted cash |
| $ | | $ | | |
Accounts receivable, net of allowance of $ |
| |
| | ||
Accounts receivable, capital-build |
| |
| | ||
Receivable from related party |
| — |
| | ||
Prepaid expenses | | | ||||
Other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Property, equipment and software, net |
| |
| | ||
Operating lease right-of-use assets | | — | ||||
Restricted cash | | | ||||
Other assets |
| |
| | ||
Intangible assets, net |
| |
| | ||
Goodwill |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities, redeemable noncontrolling interest and stockholders’ deficit | ||||||
Current liabilities |
|
|
| |||
Accounts payable | $ | | $ | | ||
Payables to related parties |
| |
| — | ||
Accrued liabilities |
| |
| | ||
Operating lease liabilities, current | | — | ||||
Deferred revenue, current |
| |
| | ||
Customer deposits |
| |
| | ||
Other current liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Operating lease liabilities, noncurrent | | — | ||||
Earnout liability, at fair value | | | ||||
Asset retirement obligations |
| |
| | ||
Capital-build liability |
| |
| | ||
Deferred revenue, noncurrent |
| |
| | ||
Warrant liability, at fair value | | | ||||
Other liabilities |
| — |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 9) | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
EVgo Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (continued)
September 30, | December 31, | |||||
| 2022 |
| 2021 | |||
(in thousands, except share data) | (unaudited) | |||||
Redeemable noncontrolling interest | | | ||||
Stockholders’ deficit | ||||||
Preferred stock, $ | ||||||
Class A common stock, $ | | | ||||
Class B common stock, $ | | | ||||
Accumulated deficit | ( | ( | ||||
Total stockholders’ deficit |
| ( |
| ( | ||
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
EVgo Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(unaudited)
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(in thousands, except per share data) | 2022 | 2021 | 2022 | 2021 | ||||||||
Revenue |
| $ | |
| $ | |
| $ | |
| $ | |
Revenue from related party | — | — | — | | ||||||||
Total revenue | | | | | ||||||||
Cost of revenue | | | | | ||||||||
Depreciation and amortization | | | | | ||||||||
Cost of sales | | | | | ||||||||
Gross loss | ( | ( | ( | ( | ||||||||
General and administrative | | | | | ||||||||
Depreciation, amortization and accretion | | | | | ||||||||
Total operating expenses | | | | | ||||||||
Operating loss | ( | ( | ( | ( | ||||||||
Interest expense | ( | — | ( | — | ||||||||
Interest expense, related party | — | ( | — | ( | ||||||||
Interest income | | | | | ||||||||
Other (expense) income, net | ( | ( | ( | | ||||||||
Change in fair value of earnout liability | ( | | | | ||||||||
Change in fair value of warrant liability | ( | | | | ||||||||
Total other (expense) income, net | ( | | | | ||||||||
Loss (income) before income tax expense | ( | | ( | ( | ||||||||
Income tax expense | — | — | ( | — | ||||||||
Net (loss) income | ( | | ( | ( | ||||||||
Less: net (loss) income attributable to redeemable noncontrolling interest | ( | | ( | ( | ||||||||
Net (loss) income attributable to Class A common stockholders | $ | ( | $ | | $ | ( | $ | | ||||
Net (loss) income per share to Class A common stockholders, basic | $ | ( | $ | | $ | ( | $ | | ||||
Net (loss) income per share to Class A common stockholders, diluted | $ | ( | $ | | $ | ( | $ | | ||||
Net (loss) income | $ | ( | $ | | $ | ( | $ | ( | ||||
Other comprehensive income, net of tax: | ||||||||||||
Net change in unrealized gain on available-for-sale securities | | — | — | — | ||||||||
Comprehensive (loss) income | ( | | ( | ( | ||||||||
Less: comprehensive (loss) income attributable to redeemable noncontrolling interest | ( | | ( | ( | ||||||||
Comprehensive (loss) income attributable to Class A common stockholders | $ | ( | $ | | $ | ( | $ | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
EVgo Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ and Member’s Equity (Deficit)
(unaudited)
For the Nine Months Ended September 30, 2022 | |||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||
Additional | Other | ||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Paid-In | Accumulated | Comprehensive | Stockholders’ | ||||||||||||||||||
(in thousands) | Shares | Amount |
| Shares | Amount |
| Capital |
| Deficit |
| Loss |
| Deficit | ||||||||||
Balance, December 31, 2021 |
| |
| $ | |
| |
| $ | |
| $ | — |
| $ | ( |
| $ | — |
| $ | ( | |
Share-based compensation | — | — | — | — | | — | — | | |||||||||||||||
Warrants exercised and release of warrant liability | | | — | — | | — | — | | |||||||||||||||
Issuance of stock under share-based compensation plans, including income tax effect | | | — | — | | — | — | | |||||||||||||||
Redeemable noncontrolling interest adjustment to fair value | — | — | — | — | ( | ( | — | ( | |||||||||||||||
Net loss1 | — | — | — | — | — | ( | — | ( | |||||||||||||||
Balance, March 31, 2022 | | | | | — | ( | — | ( | |||||||||||||||
Share-based compensation | — | — | — | — | | — | — | | |||||||||||||||
Warrants exercised and release of warrant liability | | | — | — | | — | — | | |||||||||||||||
Issuance of stock under share-based compensation plans, including income tax effect | | | — | — | | — | — | | |||||||||||||||
Net unrealized loss on available-for-sale securities | — | — | — | — | — | — | ( | ( | |||||||||||||||
Redeemable noncontrolling interest adjustment to fair value | — | — | — | — | — | | — | | |||||||||||||||
Net income2 | — | — | — | — | — | | — | | |||||||||||||||
Balance, June 30, 2022 | | | | | | ( | ( | ( | |||||||||||||||
Share-based compensation | — | — | — | — | | — | — | | |||||||||||||||
Issuance of stock under share-based compensation plans, including income tax effect | | | — | — | | — | — | | |||||||||||||||
Net change in unrealized gain on available-for-sale securities | — | — | — | — | — | — | | | |||||||||||||||
Redeemable noncontrolling interest adjustment to fair value | — | — | — | — | ( | ( | — | ( | |||||||||||||||
Net loss3 | — | — | — | — | — | ( | — | ( | |||||||||||||||
Balance, September 30, 2022 |
| | $ | | | $ | | $ | — | $ | ( | $ | — | $ | ( | ||||||||
1 Excludes $
2 Excludes $
3 Excludes $
10
EVgo Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ and Member’s Equity (Deficit) (continued)
(unaudited)
For the Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||
Additional | Stockholders’ / | |||||||||||||||||||||||||
LLC Interests | Class A Common Stock | Class B Common Stock | Paid-In | Accumulated | Member’s | |||||||||||||||||||||
(in thousands) | Shares |
| Amount |
| Shares | Amount |
| Shares | Amount |
| Capital |
| Deficit |
| Equity (Deficit) | |||||||||||
Balance, December 31, 2020 | — | $ | | — | $ | — | — | $ | — | $ | | $ | ( | $ | | |||||||||||
Retroactive application of recapitalization | | — | — | — | — | — | — | — | — | |||||||||||||||||
Balance, December 31, 2020 (as adjusted) |
| |
| |
| — | — | — | — |
| |
| ( |
| | |||||||||||
Share-based compensation | — | — | — | — | — | — | | — | | |||||||||||||||||
Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Balance, March 31, 2021 | | | — | — | — | — | | ( | | |||||||||||||||||
Share-based compensation | — | — | — | — | — | — | | — | | |||||||||||||||||
Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Balance, June 30, 2021 | | | — | — | — | — | | ( | | |||||||||||||||||
Equitization of note payable, related party | — | | — | — | — | — | — | — | | |||||||||||||||||
CRIS Business Combination, net of expenses | ( | ( | | | | | | — | | |||||||||||||||||
Share-based compensation | — | — | — | — | — | — | | — | | |||||||||||||||||
Vesting of earnout shares | — | — | | | — | — | | — | | |||||||||||||||||
Net income1 | — | — | — | — | — | — | — | | | |||||||||||||||||
Fair value adjustment to redeemable noncontrolling interest | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||
Balance, September 30, 2021 | — |
| $ | — |
| | $ | | | $ | |
| $ | — |
| $ | ( |
| $ | ( | ||||||
1 Excludes $
The accompanying notes are an integral part of these condensed consolidated financial statements.
11
EVgo Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended | ||||||
September 30, | ||||||
(in thousands) | 2022 | 2021 | ||||
Cash flows from operating activities |
|
|
| |||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities |
| |||||
Depreciation, amortization and accretion |
| | | |||
Net loss on disposal of property and equipment |
| | | |||
Share-based compensation |
| | | |||
Interest expense, related party | — | | ||||
Change in fair value of earnout liability | ( | ( | ||||
Change in fair value of warrant liability | ( | ( | ||||
Other | | | ||||
Changes in operating assets and liabilities |
| |||||
Accounts receivable, net |
| ( | ( | |||
Receivables from related parties |
| | ( | |||
Prepaid expenses and other current and noncurrent assets |
| | ( | |||
Operating lease assets and liabilities, net | ( | — | ||||
Accounts payable |
| ( | ( | |||
Payables to related parties |
| | | |||
Accrued liabilities |
| | | |||
Deferred revenue |
| | | |||
Customer deposits |
| ( | | |||
Other current and noncurrent liabilities |
| ( | ( | |||
Net cash used in operating activities |
| ( | ( | |||
Cash flows from investing activities |
| |||||
Purchases of property, equipment and software | ( | ( | ||||
Proceeds from insurance for property losses | | — | ||||
Purchases of investments | ( | — | ||||
Proceeds from sale of investments | | — | ||||
Acquisition of business, net of cash received | — | ( | ||||
Net cash used in investing activities |
| ( | ( | |||
Cash flows from financing activities |
| |||||
Proceeds from CRIS Business Combination |
| — | | |||
Proceeds from note payable, related party | — | | ||||
Payments on note payable, related party | — | ( | ||||
Proceeds from exercise of warrants | | — | ||||
Capital-build funding, net |
| | | |||
Payment of transaction costs for CRIS Business Combination | — | ( | ||||
Payment of deferred transaction costs | ( | — | ||||
Net cash provided by financing activities |
| | | |||
Net (decrease) increase in cash and restricted cash |
| ( | | |||
Cash and restricted cash, beginning of period |
| | | |||
Cash and restricted cash, end of period | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
12
EVgo Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (continued)
(unaudited)
Nine Months Ended | ||||||
September 30, | ||||||
(in thousands) | 2022 | 2021 | ||||
Supplemental disclosure of noncash investing and financing activities |
| |||||
Accrued transaction costs | $ | | $ | | ||
Asset retirement obligations incurred | $ | | $ | | ||
Non-cash increase in accounts receivable, capital-build and capital-build liability | $ | | $ | | ||
Purchases of property and equipment in accounts payable and accrued liabilities | $ | | $ | | ||
Reclassification of contingent earnout liability to equity upon triggering event | $ | — | $ | | ||
Contingent earnout liability recognized upon closing of CRIS Business Combination | $ | — | $ | | ||
Conversion of note payable, related party, to equity | $ | — | $ | | ||
Reclassification of redeemable noncontrolling interest on CRIS Close Date | $ | — | $ | | ||
Fair value adjustment to redeemable noncontrolling interest | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
13
EVgo Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1 – Description of Business and Nature of Operations
EVgo owns and operates a public direct current (“DC”) fast charging network in the United States (“U.S.”). EVgo was founded in October 2010 as NRG EV Services, LLC, a Delaware corporation and wholly owned subsidiary of NRG Energy, Inc., an integrated power company based in Houston, Texas. EVgo’s network of charging stations provides EV charging infrastructure to consumers and businesses. Its network is capable of natively charging (i.e., chargi