EVgo Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk EVgo is a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item. ​ 71 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ Page Consolidated Financial Statements: ​ ​ ​ Report of Independent Registered Public Accounting Firm ( KPMG LLP , Philadelphia, PA , PCAOB ID: 185 ) 74 ​ ​ Consolidated Balance Sheets at December 31, 2021 and 2020 74 ​ ​ Consolidated Statements of Operations for the year ended December 31, 2021, the Period From January 16, 2020 Through December 31, 2020 and the Period From January 1, 2020 Through January 15, 2020 76 ​ ​ Consolidated Statements of Stockholders’ and Member’s Equity (Deficit) for the Year Ended December 31, 2021, the Period From January 16, 2020 Through December 31, 2020 and the Period From January 1, 2020 Through January 15, 2020 77 ​ ​ Consolidated Statements of Cash Flows for the Year Ended December 31, 2021, the Period from January 16, 2020 Through December 31, 2020 and the Period from January 1, 2020 Through January 15, 2020 79 ​ ​ Notes to Consolidated Financial Statements 81 ​ ​ Financial Statement Schedule: ​ ​ ​ Schedule II – Valuation and Qualifying Accounts 127 ​ The financial information in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto. ​ ​ 72 Table of Contents Report of Independent Registered Public Accounting Firm ​ ​ To the Stockholders and Board of Directors EVgo Inc.: ​ Opinion on the Consolidated Financial Statements ​ We have audited the accompanying consolidated balance sheets of EVgo Inc. (formerly known as EVgo Holdco, LLC and EVgo Services LLC) and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ and member’s equity (deficit) / member’s equity, and cash flows for the year ended December 31, 2021 (Successor), and for the periods from January 16, 2020 to December 31, 2020 (Successor) and January 1, 2020 to January 15, 2020 (Predecessor), and the related notes and financial statement schedule II, (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 (Successor), and for the periods from January 16, 2020 to December 31, 2020 (Successor) and January 1, 2020 to January 15, 2020 (Predecessor), in conformity with U.S. generally accepted accounting principles. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ ​ /s/ KPMG LLP ​ We have served as the Company’s auditor since 2020. ​ Philadelphia, Pennsylvania March 24, 2022 ​ ​ 73 Table of Contents EVgo Inc. (Successor) ​ Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, (in thousands) 2021 2020 Assets ​ ​ ​ Current assets ​ ​ ​ Cash and restricted cash $ 484,881 ​ $ 7,914 Accounts receivable, net ​ 2,559 ​ 2,164 Accounts receivable, capital build ​ 9,621 ​ 3,259 Receivable from related party ​ 1,500 ​ — Prepaid expenses ​ ​ 6,395 ​ ​ 4,598 Other current assets ​ 1,389 ​ 2,037 Total current assets ​ 506,345 ​ 19,972 Property, equipment and software, net ​ 133,282 ​ 71,266 Intangible assets, net ​ 72,227 ​ 67,956 Goodwill ​ 31,052 ​ 22,111 Restricted cash ​ ​ 300 ​ ​ — Other assets ​ 3,115 ​ 836 Total assets ​ $ 746,321 ​ $ 182,141 ​ ​ ​ ​ ​ ​ ​ Liabilities, redeemable noncontrolling interest and stockholders’/member’s (deficit) equity Current liabilities ​ ​ Accounts payable ​ $ 2,946 ​ $ 2,998 Payables to related parties ​ — ​ 135 Accrued liabilities ​ 27,078 ​ 10,945 Deferred revenue, current ​ 5,144 ​ 1,653 Customer deposits ​ 11,592 ​ 7,660 Note payable, related party ​ — ​ 39,164 Capital-build, buyout liability ​ — ​ 628 Other current liabilities ​ 111 ​ 398 Total current liabilities ​ 46,871 ​ 63,581 Earnout liability, at fair value ​ ​ 5,211 ​ ​ — Asset retirement obligations ​ 12,833 ​ 8,802 Capital-build liability, excluding buyout liability ​ 23,169 ​ 17,388 Deferred revenue, noncurrent ​ 21,709 ​ 2,732 Warrant liability, at fair value ​ ​ 48,461 ​ ​ — Other liabilities ​ 146 ​ 151 Total liabilities ​ 158,400 ​ 92,654 ​ The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Contents EVgo Inc. (Successor) ​ Consolidated Balance Sheets (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, (in thousands, except share data) ​ 2021 2020 Redeemable noncontrolling interest ​ $ 1,946,252 ​ $ — Stockholders’/member’s (deficit) equity ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of December 31, 2021; none issued and outstanding ​ ​ — ​ ​ — Class A common stock, $ 0.0001 par value; 1,200,000,000 shares authorized as of December 31, 2021; 68,020,630 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of December 31, 2021 ​ ​ 7 ​ ​ — Class B common stock, $ 0.0001 par value; 400,000,000 shares authorized as of December 31, 2021; 195,800,000 shares issued and outstanding as of December 31, 2021 ​ ​ 20 ​ ​ — LLC interests ​ ​ — ​ ​ 136,348 Additional paid-in capital ​ ​ — ​ ​ 929 Accumulated deficit ​ ​ ( 1,358,358 ) ​ ​ ( 47,790 ) Total stockholders’/member’s (deficit) equity ​ ( 1,358,331 ) ​ 89,487 Total liabilities, redeemable noncontrolling interest and stockholders’/member’s (deficit) equity ​ $ 746,321 ​ $ 182,141 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 75 Table of Contents EVgo Inc. (Successor) and EVgo Services LLC (Predecessor) Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ Through ​ ​ Through ​ ​ December 31, ​ December 31, ​ ​ January 15, (in thousands, except per share data) ​ 2021 ​ 2020 2020 Revenue $ 21,652 $ 11,759 $ 1,461 Revenue from related parties ​ ​ 562 ​ ​ 1,290 ​ ​ ​ 65 Total revenue ​ ​ 22,214 ​ ​ 13,049 ​ ​ ​ 1,526 Cost of revenue (exclusive of depreciation and amortization shown separately below) ​ ​ 17,058 ​ ​ 13,416 ​ ​ ​ 675 Depreciation and amortization ​ ​ 11,986 ​ ​ 9,231 ​ ​ ​ 298 Cost of sales ​ ​ 29,044 ​ ​ 22,647 ​ ​ ​ 973 Gross (loss) profit ​ ​ ( 6,830 ) ​ ​ ( 9,598 ) ​ ​ ​ 553 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative ​ ​ 71,086 ​ ​ 34,088 ​ ​ ​ 1,247 Transaction bonus ​ ​ — ​ ​ 5,316 ​ ​ ​ — Depreciation, amortization and accretion ​ ​ 11,915 ​ ​ 9,435 ​ ​ ​ 69 Total operating expenses ​ ​ 83,001 ​ ​ 48,839 ​ ​ ​ 1,316 Operating loss ​ ​ ( 89,831 ) ​ ​ ( 58,437 ) ​ ​ ​ ( 763 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, related party ​ ​ 1,926 ​ ​ 1,414 ​ ​ ​ — Interest income ​ ​ ( 69 ) ​ ​ — ​ ​ ​ — Other income, related parties ​ ​ — ​ ​ — ​ ​ ​ ( 342 ) Other income, net ​ ​ ( 607 ) ​ ​ ( 12,061 ) ​ ​ ​ — Change in fair value of earnout liability ​ ​ ( 2,214 ) ​ ​ — ​ ​ ​ — Change in fair value of warrant liability ​ ​ ( 31,105 ) ​ ​ — ​ ​ ​ — Total other income, net ​ ​ ( 32,069 ) ​ ​ ( 10,647 ) ​ ​ ​ ( 342 ) Net loss ​ ​ ( 57,762 ) ​ ​ ( 47,790 ) ​ ​ ​ ( 421 ) Less: net loss attributable to noncontrolling interest ​ ​ ( 51,856 ) ​ ​ ( 47,790 ) ​ ​ ​ ( 421 ) Net loss attributable to Class A common stockholders ​ $ ( 5,906 ) ​ $ — ​ ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.09 ) ​ ​ N/A ​ ​ ​ N/A Weighted-average basic and diluted shares used in computation of earnings per share ​ ​ 68,015 ​ ​ N/A ​ ​ ​ N/A ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 76 Table of Contents ​ EVgo Inc. (Successor) ​ Consolidated Statement of Stockholders’ and Member’s Equity (Deficit) For the Year Ended December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Member’s and ​ LLC Interests ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ Accumulated ​ Stockholders' (in thousands) Shares Amount Shares ​ Amount Shares ​ Amount Capital Deficit ​ Equity (Deficit) Balance, December 31, 2020 (as previously reported) — $ 136,348 — $ — — $ — $ 929 $ ( 47,790 ) $ 89,487 Retroactive application of recapitalization ​ 195,800 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance, December 31, 2020 (as adjusted) ​ 195,800 ​ ​ 136,348 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 929 ​ ​ ( 47,790 ) ​ ​ 89,487 Share-based compensation ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,902 ​ ​ — ​ ​ 9,902 Equitization of note payable, related party ​ — ​ ​ 59,590 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 59,590 CRIS Business Combination, net of expenses ​ ( 195,800 ) ​ ​ ( 195,938 ) ​ ​ 67,299 ​ ​ 7 ​ ​ 195,800 ​ ​ 20 ​ ​ 233,936 ​ ​ — ​ ​ 38,025 Vesting of Earnout Shares ​ — ​ ​ — ​ ​ 719 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 10,853 ​ ​ — ​ ​ 10,853 Warrants exercised ​ — ​ ​ — ​ ​ 3 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 30 ​ ​ — ​ ​ 30 Release of warrant liability ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 17 ​ ​ — ​ ​ 17 Net loss 1 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 40,938 ) ​ ​ ( 40,938 ) Fair value adjustment to redeemable noncontrolling interest ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 255,667 ) ​ ​ ( 1,269,630 ) ​ ​ ( 1,525,297 ) Balance, December 31, 2021 ​ — ​ $ — ​ ​ 68,021 ​ $ 7 ​ ​ 195,800 ​ $ 20 ​ $ — ​ $ ( 1,358,358 ) ​ $ ( 1,358,331 ) 1 Excludes $ 16.8 million of net loss attributable to redeemable noncontrolling interest. ​ The accompanying notes are an integral part of these consolidated financial statements. 77 Table of Contents EVgo Inc. (Successor) and EVgo Services LLC (Predecessor) ​ Consolidated Statement of Member’s Equity For the Year Ended December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Class D ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voting ​ Voting ​ Non-Voting ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Preferred ​ Common ​ Preferred ​ LLC Interests ​ Paid-In ​ Accumulated ​ Member’s (in thousands) Units Units Units ​ Shares Amount ​ Capital Deficit Equity Predecessor ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2019 (as previously reported) $ 57,038 ​ $ 22,167 ​ $ 39,028 ​ ​ — ​ $ — ​ $ 645 ​ $ ( 104,485 ) ​ $ 14,393 Retroactive application of recapitalization ( 57,038 ) ​ ​ ( 22,167 ) ​ ​ ( 39,028 ) ​ ​ 195,800 ​ ​ 118,233 ​ ​ — ​ ​ — ​ — Balance, December 31, 2019 (as adjusted) ​ — ​ ​ — ​ ​ — ​ ​ 195,800 ​ ​ 118,233 ​ ​ 645 ​ ​ ( 104,485 ) ​ ​ 14,393 Share-based compensation ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 13 ​ ​ — ​ ​ 13 Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 421 ) ​ ( 421 ) Balance, January 15, 2020 ​ — ​ ​ — ​ ​ — ​ ​ 195,800 ​ ​ 118,233 ​ ​ 658 ​ ​ ( 104,906 ) ​ ​ 13,985 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New basis of equity on push-down of acquisition by EVgo Holdco — ​ ​ — ​ ​ — ​ ​ — ​ ​ 12,799 ​ ​ ( 658 ) ​ ​ 104,906 ​ ​ 117,047 Balance, January 16, 2020 — ​ ​ — ​ ​ — ​ ​ 195,800 ​ ​ 131,032 ​ ​ — ​ ​ — ​ ​ 131,032 Share-based compensation — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 929 ​ ​ — ​ ​ 929 Contributions — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,316 ​ ​ — ​ ​ — ​ ​ 5,316 Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 47,790 ) ​ ​ ( 47,790 ) Balance, December 31, 2020 $ — ​ $ — ​ $ — ​ ​ 195,800 ​ $ 136,348 ​ $ 929 ​ $ ( 47,790 ) ​ $ 89,487 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ 78 Table of Contents EVgo Inc. (Successor) and EVgo Services LLC (Predecessor) ​ Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ Through ​ ​ Through ​ ​ December 31, ​ December 31, ​ ​ January 15, (in thousands) ​ 2021 ​ 2020 2020 Cash flows from operating activities ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 57,762 ) ​ $ ( 47,790 ) ​ ​ $ ( 421 ) Adjustments to reconcile net loss to net cash used in operating activities ​ ​ ​ ​ — ​ ​ ​ ​ Depreciation, amortization and accretion ​ 23,901 ​ ​ 18,665 ​ ​ ​ 368 Net loss on disposal of property and equipment ​ 1,311 ​ ​ 1,301 ​ ​ ​ — Share-based compensation ​ 10,942 ​ ​ 929 ​ ​ ​ 13 Relief of contingent consideration ​ — ​ ​ ( 3,978 ) ​ ​ ​ — Interest expense, related party ​ ​ 1,926 ​ ​ 1,414 ​ ​ ​ — Change in fair value of earnout liability ​ ​ ( 2,214 ) ​ ​ — ​ ​ ​ — Change in fair value of warrant liability ​ ​ ( 31,105 ) ​ ​ — ​ ​ ​ — Other ​ ​ 761 ​ ​ — ​ ​ ​ — Changes in operating assets and liabilities ​ ​ ​ ​ — ​ ​ ​ ​ Accounts receivable, net ​ ( 195 ) ​ ​ 50 ​ ​ ​ 33 Receivables from related parties ​ ( 1,425 ) ​ ​ — ​ ​ ​ ( 333 ) Prepaid expenses and other current and noncurrent assets ​ ( 5,691 ) ​ ​ 1,059 ​ ​ ​ ( 46 ) Accounts payable ​ ( 1,294 ) ​ ​ 519 ​ ​ ​ 315 Payables to related parties ​ ( 904 ) ​ ​ 135 ​ ​ ​ ( 1 ) Accrued liabilities ​ 7,027 ​ ​ 4,331 ​ ​ ​ ( 248 ) Deferred revenue ​ 21,925 ​ ​ ( 591 ) ​ ​ ​ ( 37 ) Customer deposits ​ 3,931 ​ ​ 3,591 ​ ​ ​ 13 Other current and noncurrent liabilities ​ ( 737 ) ​ ​ 288 ​ ​ ​ — Net cash used in operating activities ​ ( 29,603 ) ​ ​ ( 20,077 ) ​ ​ ​ ( 344 ) Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property, equipment and software ​ ​ ( 65,003 ) ​ ​ ( 19,344 ) ​ ​ ​ ( 166 ) Acquisition of business, net of cash received ​ ​ ( 22,762 ) ​ ​ — ​ ​ ​ — Net cash used in investing activities ​ ( 87,765 ) ​ ​ ( 19,344 ) ​ ​ ​ ( 166 ) Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from CRIS Business Combination ​ ​ 601,579 ​ ​ — ​ ​ ​ — Proceeds from note payable, related party ​ 24,000 ​ ​ 37,750 ​ ​ ​ — Payments on note payable, related party ​ ​ ( 5,500 ) ​ ​ — ​ ​ ​ — Proceeds from exercise of warrants ​ ​ 30 ​ ​ — ​ ​ ​ — Capital-build funding, net ​ 2,909 ​ ​ 7,083 ​ ​ ​ — Payment of transaction costs for CRIS Business Combination ​ ​ ( 28,383 ) ​ ​ ( 3,071 ) ​ ​ ​ — Contributions ​ — ​ ​ 5,316 ​ ​ ​ — Net cash provided by financing activities ​ 594,635 ​ ​ 47,078 ​ ​ ​ — Net increase (decrease) in cash and restricted cash ​ 477,267 ​ ​ 7,657 ​ ​ ​ ( 510 ) Cash and restricted cash, beginning of period ​ 7,914 ​ ​ 257 ​ ​ ​ 1,403 Cash and restricted cash, end of period 1 ​ $ 485,181 ​ $ 7,914 ​ ​ $ 893 1 As of January 15, 2020, $ 0.6 million of cash included in the Predecessor’s balance sheet was not transferred to the Successor in accordance with the Holdco Merger Agreement (defined below) and was excluded from the Successor’s opening balance sheet. The accompanying notes are an integral part of these consolidated financial statements. 79 Table of Contents EVgo Inc. (Successor) and EVgo Services LLC (Predecessor) ​ Consolidated Statements of Cash Flows (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ ​ Through ​ ​ Through ​ ​ December 31, ​ ​ December 31, ​ ​ January 15, (in thousands) ​ 2021 ​ ​ 2020 2020 Supplemental disclosure of noncash investing and financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued transaction costs for CRIS Business Combination ​ $ 352 ​ $ — ​ ​ $ — Asset retirement obligations incurred ​ $ 2,456 ​ $ 902 ​ ​ $ — Non-cash increase in accounts receivable, capital-build, and capital-build liability ​ $ 9,272 ​ $ — ​ ​ $ — Reclassification of contingent earnout liability to equity upon triggering event ​ $ 10,853 ​ $ — ​ ​ $ — Purchases of property and equipment in accounts payable and accrued liabilities ​ $ 13,430 ​ $ 1,931 ​ ​ $ 1,759 Contingent earnout liability recognized upon closing of CRIS Business Combination ​ $ 18,278 ​ $ — ​ ​ $ — Conversion of note payable, related party, to equity ​ $ 59,590 ​ $ — ​ ​ $ — Reclassification of redeemable noncontrolling interest on CRIS Close Date ​ $ 436,739 ​ $ — ​ ​ $ — Fair value adjustment to redeemable noncontrolling interest ​ $ 1,525,297 ​ $ — ​ ​ $ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 80 Table of Contents EVgo Inc. (Successor) and EVgo Services LLC (Predecessor) Notes to Consolidated Financial Statements Note 1– Description of Business and Nature of Operations EVgo Services LLC (“EVgo Services” or “Predecessor”) owns and operates a public direct current (“DC”) fast charging network in the United States. EVgo Services was founded in October 2010 as NRG EV Services, LLC, a Delaware limited liability company and wholly owned subsidiary of NRG Energy, Inc. (“NRG”), an integrated power company based in Houston, Texas. EVgo Services’ network of charging stations provides electric vehicle (EV) charging infrastructure to consumers and businesses. Its network is capable of natively charging (i.e., charging without an adaptor) all EV models and charging standards currently available in the U.S. EVgo Services partners with national and regional chains of grocery stores, automotive OEMs, hotels, shopping centers, gas stations, parking lot operators, local governments and independent property owners in order to locate and deploy its EV charging infrastructure. On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners. Under the terms of the sale, NRG retained certain obligations to fund EVgo Services’ operating expenses and capital expenditures. As of December 31, 2020, NRG had no ongoing obligations to EVgo Services under the terms of the original sales transaction. On January 16, 2020 (the “Holdco Merger Date”), EVgo Services and its investors consummated the transactions contemplated pursuant to the merger agreement (the “Holdco Merger Agreement”) with EVgo Holdco, LLC (“EVgo Holdco”), whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control by the Predecessor (the “Holdco Merger”). EVgo Holdco, controlled by LS Power Equity Partners IV, L.P. (“LS Power”), had no operations prior to the Holdco Merger. The Company 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,” “Successor,” “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”). The registration statement for the Company’s initial public offering consummated on October 2, 2020 (the “Initial Public Offering”), was declared effective on September 29, 2020, and the Company signed an agreement with a syndicate of underwriters to issue 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), of which 23,000,000 shares of Class A common stock were a part. The issuance included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, at $ 10.00 per unit, generating gross proceeds of $ 230,000,000 which is described in Note 3. On October 2, 2020, the Company completed 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 are held by EVgo OpCo and continue 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 December 31, 2021, the Company, through Thunder Sub, owned 26.0 % 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 81 Table of Contents in its consolidated financial statements to reflect the EVgo OpCo Units that are owned by EVgo Holdings after the CRIS Close Date. As of December 31, 2021, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 74.0 % 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”). COVID-19 Outbreak The global outbreak of COVID-19 has resulted in significant volatility in the global and domestic economies, changes in consumer and business behavior, market downturns and restrictions on business and individual activities, which has led to overall reduced economic activity. The COVID-19 pandemic also impacted the Company’s operations through construction delays and supply chain and shipping constraints. EVgo also experienced delays in its negotiations with commercial or public-entity property owners, landlords and/or tenants (collectively, the “Site Hosts”) as they devoted more time to day-to-day operations and employee health and safety. Finally, for some contractual commitments, EVgo is required to adhere to a construction schedule over specific timeframes. Those timelines were impacted due to delays associated with COVID-19, and it is possible that the ongoing pandemic could continue to impact these timelines in the future. How COVID-19 will affect EVgo’s future business results is unclear. While the disruption is expected to be temporary, there is considerable uncertainty around the duration and magnitude of this disruption. Development and commissioning lead times may be extended as a result of the measures taken by the state and local governments to mitigate the spread of COVID-19. The extent of the financial impact and duration cannot be reasonably estimated at this time. ​ ​ Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation The CRIS Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”), primarily due to the fact that EVgo Holdings continues to control the Company through its ownership of the Class B common stock. As described in Note 1, EVgo Services was acquired by EVgo Holdco on the Holdco Merger Date and EVgo Holdco was partially acquired by EVgo, through EVgo’s acquisition of EVgo OpCo Units, on the CRIS Close Date. EVgo Services’ consolidated financial statements and notes for the periods presented prior to the Holdco Merger Date are labeled “Predecessor.” The Company’s consolidated financial statements and notes as of and after the Holdco Merger Date are labeled “Successor.” ​ The accompanying consolidated financial statements are presented in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. ​ Change in Presentation of Costs During the third quarter of 2021, the Company changed its presentation of certain costs, including network platform service fees, certain storage and freight costs, pre-operational rent/license fees, call center expenses and certain costs related to field and customer operations. In previous periods, these costs were included as a component of cost of sales. The Company now presents these costs as a component of general and administrative expenses. Management believes this presentation better reflects the nature of the costs, financial performance of the Company, enables better alignment between revenues and cost of sales and provides more clarity about the changes in cost of sales and general and administrative expenses, resulting in improved financial reporting and comparability and consistency of financial results. 82 Table of Contents All periods presented have been retrospectively revised to reflect the effects of the change to cost of sales and general and administrative expenses. There was no net impact to loss from operations, net loss attributable to the Company or net loss per share for any periods presented. The consolidated balance sheets, consolidated statements of shareholders’ and member’s equity (deficit), and the consolidated statements of cash flows are not affected by changes in the presentation of certain costs. The following is a reconciliation for the respective periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and ​ ​ ​ ​ Administrative (in thousands) Cost of Sales Expenses For the year ended December 31, 2021 ​ ​ Computed under previous method $ 33,768 $ 66,362 Change in presentation ​ ( 4,724 ) ​ 4,724 As reported ​ $ 29,044 ​ $ 71,086 ​ ​ ​ ​ ​ ​ ​ For the period from January 16, 2020 through December 31, 2020 ​ ​ ​ ​ Previously reported $ 26,053 $ 30,682 Change in presentation ​ ( 3,406 ) ​ 3,406 As adjusted ​ $ 22,647 ​ $ 34,088 ​ ​ ​ ​ ​ ​ ​ For the period from January 1, 2020 through January 15, 2020 ​ ​ ​ ​ Previously reported $ 1,136 $ 1,084 Change in presentation ​ ( 163 ) ​ 163 As adjusted ​ $ 973 ​ $ 1,247 ​ Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, charging station depreciable lives, costs associated with asset retirement obligations, the fair value of the share-based compensation, earnout liability, warrant liability and the fair value measurements of assets and liabilities allocated for acquired businesses. Accordingly, the actual results could differ significantly from those estimates. Concentration of Business and Credit Risk The Company maintains its cash accounts in a commercial bank. The total cash balances held in a commercial bank are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . At various times during the years ended December 31, 2021 and 2020, the Company had uninsured balances. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant credit risk on cash. 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 accounts receivable with two customers that comprised 32.4 % and 66.0 % of the Company’s total accounts receivable as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021, one customer represented 10.5 % of the Company’s total revenue. For the period from January 16, 2020 through December 31, 2020, one customer represented 11.3 % of the Company’s total revenue. For the period from January 1, 2020 through January 15, 2020, one customer represented 64.9 % of the Company’s total revenue. For the year ended December 31, 2021, EVgo had two vendors that provided 37.3 % of total charging equipment and services to the Company. For the period ended January December 31, 2020, EVgo had four vendors that provided 84.0 % of the total charging equipment and services to the Company. ​ 83 Table of Contents Reclassifications The Company has made certain reclassifications to prior period amounts to conform to current period presentation. ​ Cash and Restricted Cash Cash and restricted cash include cash held in cash depository accounts in major banks in the United States and are stated at cost. The Company does not hold any highly liquid assets that can be considered as cash equivalents. Cash that is held by a major bank and has restrictions on its availability to the Company is considered restricted cash. The Company had unused letters of credit of $ 0.7 million as of December 31, 2021, associated with the construction of its charging stations and in connection with one of its operating leases. Cash balances collateralizing these letters of credit are considered restricted cash. The Company had no unused letters of credit as of December 31, 2020. 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. The allowance for doubtful accounts was $ 0.7 million and $ 0.3 million as of December 31, 2021 and 2020, respectively. Cloud Implementation Costs The Company capitalizes certain implementation costs incurred related to cloud computing arrangements that are service contracts. Such costs are amortized on a straight-line basis over the term of the associated hosting arrangement plus any reasonably certain renewal period. Any capitalized amounts related to such arrangements are recorded within prepaid expense and other current assets and within non-current assets on the consolidated balance sheets Property, Equipment and Software Property and equipment include charging stations and other technical installations, construction in process and charging equipment. Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation for property, equipment and software is computed using the straight-line method over the estimated useful lives of the assets, which are approximately three to seven years . Leasehold improvements are amortized over the shorter of the lease term or seven years . The estimated useful life of charging stations, other fixed assets and asset retirement costs is seven years . Depreciation is reported net of the amortization of the capital-build liability, as described in Note 7. Charging equipment consists primarily of equipment and various components for charger projects that have not yet been placed in service and are recorded at historical cost. Neither charging equipment nor construction in process are depreciated until they are placed in service. The cost of maintenance and repairs is charged to expense as incurred while significant renewals and betterments are capitalized. Deductions are made for retirements and/or disposals. Following the disposition of an asset, the associated net cost is no longer recognized as an asset, and any gain or loss on the disposition is reflected in general and administrative expenses. The Company has adopted the provisions of ASC Topic 350-40, Internal-Use Software , and therefore the costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes all costs related to software developed or obtained for internal use when management commits to funding the project, the preliminary project stage is completed and when technological feasibility is established. Once a new functionality or improvement is released, the asset is subject to depreciation. Capitalization of costs ceases when the project is substantially complete and ready for its intended use and the costs are amortized into general and administrative expenses using the straight-line method over the estimated useful lives of the assets. ​ 84 Table of Contents Goodwill and Other Intangible Assets Goodwill represents the difference between the purchase price and the fair value of identifiable net assets acquired in a business combination. The Company’s goodwill and intangible assets are the result of the Holdco Merger and as part of the acquisition of Recargo, Inc. (“Recargo”) (see Note 3). Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Finite-lived intangible assets are amortized over their useful lives and recorded as either cost of sales or operating expenses depending on the nature of the intangible asset. Costs incurred to renew or extend the term of recognized intangible assets are expensed as incurred. Estimated useful lives of the Company’s intangible assets are presented below: ​ ​ ​ ​ ​ Trade name ​ 15 - 20 years Host relationships ​ 12 years Customer relationships ​ 4 - 5 years Developed technology ​ 10 - 15 years User base ​ 4 years ​ Long-Lived Asset Impairment The Company reviews its long-lived assets, including goodwill and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the Company identifies events or changes in circumstances that could impact recoverability, the Company compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the loss would be recognized during that period. The impairment loss would be calculated as the difference between the asset carrying values and the present value of estimated net cash flows or comparable market values, giving consideration to recent operating performance and pricing trends. During the fourth quarter of 2021, the Company reviewed its goodwill, other intangible assets and long-lived assets for indicators of impairment. The Company further performed its annual goodwill impairment test as part of this review. The Company did not note any indicators of impairment with respect to its goodwill, other intangible assets and long-lived assets as of December 31, 2021 and no impairment charge was required. However, as a result of the COVID-19 pandemic, it is possible in future periods that further declines in market conditions, customer demand or other potential changes in operations may increase the risk that these assets may become impaired. Lease Accounting As a lessee, the Company has entered into agreements with various Site Hosts, which allow the Company to operate the charging stations on their property, and with various parties to lease its office and laboratory space. As a lessor, the Company has entered into agreements to lease charging equipment, charging stations and other technical installations and sublease these sites to third parties. The Company accounts for these leases as operating leases under ASC Topic 840, Leases . Deferred Revenue Deferred revenue consists of billings on contracts where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized into revenue as the related revenue recognition criteria are met. Customer Deposits Customer deposits include prepayments that are refundable. Once deposits are no longer refundable, the Company reclassifies the amounts related to those contracts to deferred revenue. Customer deposits are also comprised of funds that have been received to offset future expenses of the Company for certain marketing expenses reimbursed by customers. 85 Table of Contents ​ Capital-Build Liability and Expense Reimbursements The Company receives third-party funding for charging stations and other programs. The charging stations purchased and installed under these programs or agreements are recorded in property and equipment. At the time the expenditures for the charging stations have been incurred, the funding associated with the charging station capital expenditure is deferred as a capital-build liability and amortized against depreciation expense over the remaining useful life of the related assets. The Company retains ownership of these charging stations. Reimbursement under the agreements for operating expenses relating to the operation of these charging stations is recorded in other income­, related party. Expense reimbursements for other programs under these agreements are presented within other income, related party, along with the corresponding expense, resulting in no net financial statement impact. ​ Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. Earnout Liability In accordance with ASC 815, Earnout Shares (as defined in Note 3) are recorded as a derivative liability at fair value on the CRIS Close Date, since they are not indexed to the Company’s Class A common stock. They are subsequently remeasured at each reporting date through the change in fair value of earnout liability in the consolidated statements of operations. The estimated fair value of the contingent earnout liability is determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 18), prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current common stock price, expected volatility, risk-free rate, expected term and dividend rate. ​ Until its settlement, the contingent earnout liability is categorized as a Level 3 (defined below) fair value measurement because the Company utilizes projections during the Earnout Period that include unobservable inputs. Contingent earnouts involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. Asset Retirement Obligations Asset retirement obligations represent the estimated present value of the amount the Company will incur for dismantling and restoring sites (locations owned by unrelated parties where the Company’s chargers are placed) at the end of their agreements, in accordance with their contractual terms. Upon initial recognition of the Company’s asset retirement obligation liability, property and equipment is increased by an amount offsetting the liability and depreciated over its useful life and the obligation is accreted to its estimated future value at the date of retirement. Asset retirement obligations require the use of estimates to determine third-party costs for dismantling and restoring the sites. Discount rates are also included to present value these costs, which are then accreted to the date the Company expects to remove the corresponding asset. Discount rates are based on the Company’s estimated credit adjusted risk-free rate. The Company reviews its estimates of removal costs on an ongoing basis and will make changes to the asset retirement obligations as necessary. 86 Table of Contents Warrant Liability The Company accounts for its issued and outstanding warrants (as described in Note 17) in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at the end of each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of the redeemable warrants (the “Public Warrants”), originally sold as part of the units issued in the Company’s Initial Public Offering, has been estimated using their quoted market price at December 31, 2021. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model for initial and subsequent measurements and are categorized as a Level 3 (defined below) fair value measurement. ​ Fair Value Measurement The Company determines fair value in accordance with ASC 820, Fair Value Measurement , which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (“Level 1”) to estimates determined using significant unobservable inputs (“Level 3”). Multiple inputs may be used to measure fair value; however, the level of fair value is based on the lowest significant input level within this fair value hierarchy. The Company’s recurring and non-recurring fair value measurements include the initial valuation of asset retirement obligations, the issuance of share-based compensation awards, the initial valuations of the assets identified in purchase accounting, including intangible assets and property and equipment, and the earnout and warrant liabilities. The measurements of trading securities and the liability for Public Warrants are considered Level 1 fair values. The measurements of the remaining items are all considered Level 3 as significant unobservable inputs are used to estimate their values. Details on the methods and assumptions used to determine the fair values are as follows: ● Fair value measurements based on Level 1 inputs: Measurements that are most observable and are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity. ● Fair value measurements based on Level 2 inputs (“Level 2”): Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. ● Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from significant unobservable inputs determined from sources with little or no market activity for comparable contracts or for positions with longer durations. ​ As of December 31, 2021 and 2020, 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. Revenue Recognition The Company’s primary source of revenue is charging contracts with customers. A significant portion of the Company’s charging contracts have upfront payment terms or monthly payment terms. Payments for walk-up retail charging usage are collected at the point of service, except for monthly member fees and member usage fees which are billed monthly in arrears, and payments for development and project management revenue occur either on an installment basis or are received in full upon completion. Revenues for regulatory credits such as low carbon fuel standards credit sales are recognized upon delivery. The Company recognizes revenue pursuant to ASC Topic 606, Revenue From Contracts With Customers (“ASC 606”), using a five-step model: (a) identification of the contract, or contracts, with a customer; (b) identification of the performance obligations in the contract; (c) determination of the transaction price; (d) allocation of the transaction price to the performance obligations in the contract; and (e) recognition of revenue when, or as, it satisfies a performance obligation. 87 Table of Contents The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. At contract inception, the Company determines whether it satisfies the performance obligation over time or at a point in time. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities. The majority of the Company’s contracts with customers only contain a single performance obligation. When agreements involve multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to each performance obligation based on the relative standalone selling price (“SSP”). The Company determines the SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices and its overall pricing objectives, while maximizing observable inputs. Areas of Judgment and Estimates The Company exercises judgment in determining which promises in a contract constitute performance obligations rather than set-up activities. The Company determines which activities under a contract transfer a good or service to a customer rather than activities that are required to fulfill a contract but do not transfer control of a good or services to the customer. Determining whether obligations in a contract are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. In reaching its conclusion, the Company assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract. Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment to appropriately determine the suitable method for estimating the SSP. The Company determines SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors. When observable pricing is not available, the Company determines SSP using estimation techniques, but maximizes the use of observable inputs in these estimation techniques. Practical Expedients and Exemptions The Company elected the practical expedient to not adjust the consideration in a contract for the effects of a significant financing component if the Company expects, at contract inception, that the period between receipt of payment and the transfer of promised goods or services will be less than one year. In many cases, the Company receives payment in advance of the transfer of promised goods or services. For contracts in which revenue is recognized over time and the entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the Company recognizes revenue at the amount to which it has the right to invoice. ​ The Company does not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice, and (ii) contracts with variable consideration allocated entirely to a single performance obligation. The Company’s remaining performance obligations under these contracts include providing charging services and maintenance services which will be recognized over the next one to four years. Any element of variable consideration is due to the unknown number of users that will receive charging credits or an unknown number of sites that will receive maintenance services. The Company has determined it is not necessary to estimate variable consideration as the uncertainty resolves itself monthly in accordance with the contracts’ revenue recognition pattern. 88 Table of Contents Contract Balances Differences in the timing of revenue recognition, billings and cash collections result in contract assets and contract liabilities. ​ Contract Assets . Unbilled receivables arise when the timing of billings to customers differs from the timing of revenue recognition, such as when the Company recognizes revenue over time before a customer can be billed. Contract assets include billed and unbilled receivables, which are classified as accounts receivable, net, on the consolidated balance sheets. Contract Liabilities . The Company records contract liabilities when cash payments are received in advance of the Company’s performance of its obligations. Contract liabilities under the scope of ASC 606 include deferred revenue and customer deposits on the consolidated balance sheets. Classification between deferred revenue and customer deposits depends on whether or not the Company has commenced performance of its performance obligations. Sales Tax Collected From Customers As a part of the Company’s normal course of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes. Cost of Sales and General and Administrative Expenses Cost of sales consists primarily of energy usage fees, depreciation and amortization expenses, site operating and maintenance expenses, customer service and network charges, warranty and repair services, and site costs and related expense associated with charging equipment. General and administrative expenses primarily consist of payroll and related personnel expenses, IT and office services, office rent expense and professional services. ​ Advertising Costs Advertising costs are expensed as incurred and totaled $ 1.6 million and $ 0.7 million for the year ended December 31, 2021 and for the period from January 16, 2020 through December 31, 2020, respectively. For the period from January 1, 2020 through January 15, 2020, advertising costs were de minimis. ​ Research and Development Costs Research and development costs are expensed as incurred and totaled $ 2.0 million and $ 1.2 million for the year ended December 31, 2021 and for the period from January 16, 2020 through December 31, 2020, respectively. For the period from January 1, 2020 through January 15, 2020, research and development costs were de minimis. ​ 401(k) Plan The Company has a 401(k) plan that qualifies under Section 401(k) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The 401(k) plan provided employer contributions to eligible employees through April 2020. Employer contributions to the 401(k) plan for the year ended December 31, 2021 and for the period from January 16, 2020 through December 31, 2020 were de minimis. Employer contributions to the 401(k) plan for the period from January 16, 2020 through December 31, 2020 were $ 0.2 million. ​ Share-Based Compensation The Company recognizes compensation expense for all awards granted based on the grant date fair value. Compensation expense for awards that vest in increments is recognized based on an accelerated attribution method. In accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), compensation expense is recorded 89 Table of Contents over the requisite service period for any awards that are expected to vest. The Company has elected to account for forfeitures as they occur. Income Taxes EVgo and Thunder Sub are each classified as a corporation for Federal income tax purposes and are subject to U.S. Federal and state income taxes. EVgo and Thunder Sub report U.S. Federal income taxes on a consolidated basis and will be taxed at the prevailing corporate tax rates. EVgo and Thunder Sub include in income, for U.S. Federal income tax purposes, their allocable portion of income from “pass-through” entities in which they hold an interest, including EVgo OpCo and its subsidiaries. “Pass-through” entities, such as EVgo OpCo and its subsidiaries, are not subject to U.S. Federal and certain state income taxes at the entity level, and instead, the tax liabilities with respect to taxable income are passed through to the members, including the Thunder Sub. As a result, prior to the CRIS Business Combination, EVgo Holdco and its subsidiaries were not subject to U.S. Federal income taxes at the entity level. The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). This method gives consideration to the future tax consequences associated with the differences between the financial accounting and tax basis of the assets and liabilities as well as the ultimate realization of any deferred tax asset resulting from such differences. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. When a valuation allowance is increased or decreased, a corresponding tax expense or benefit is recorded. ​ ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. ​ The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. The Company is subject to income tax examinations by major taxing authorities since inception. ​ Earnings (Loss) Per Share Basic earnings (loss) per share represents net earnings (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. The Company considers any Earnout Shares (as defined in Note 3) that are issued and outstanding but considered contingently returnable if certain conditions are not met, as participating securities due to their non-forfeitable right to receive dividends, requiring the use of the two-class method. Diluted earnings per share represents net earnings attributable to common stockholders divided by the weighted average number of common shares outstanding, inclusive of the dilutive impact of all potentially dilutive securities outstanding during the period, as applicable. Dilution is not considered when a net loss is reported. Segment Reporting The Company’s chief operating decision-maker (“CODM”) is its chief executive officer. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by its CODM in deciding how to allocate resources to an individual segment and is assessing performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and reportable segment. ​ Newly Adopted Accounting Standards In January 2017, the FASB issued ASU 2017-04, Goodwill and Other, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The new guidance removes step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment is now the amount by which a reporting unit’s carrying value exceeds 90 Table of Contents its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance remains largely unchanged. The Company adopted ASU 2017-04 effective January 1, 2021. This guidance only impacts the Company’s consolidated financial statements if there is a future impairment of goodwill. In August 2018, the FASB issued ASU 2018-15 , Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) (“ASU 2018-15”), to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The Company adopted ASU 2018-15 on a prospective basis as of January 1, 2021 and it did not have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The Company adopted ASU 2019-12 on July 1, 2021 and it did not have a material impact on its consolidated financial statements. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016 02, Leases (Topic 842) (“ASC 842”). Subsequent to the initial ASU, the FASB issued various related corrective and clarifying ASUs for this topic, all of which have been codified in ASC 842. ASC 842 is effective for the Company for annual reporting periods beginning after December 15, 2021 and early adoption is permitted. The ASU will require lessees to report most leases as assets and liabilities on the balance sheet. The Company has elected to apply the group of practical expedients which allows the Company to carry forward its identification of contracts that are or contain leases, its historical lease classification and its initial direct costs for existing leases. The Company has also elected to recognize leases with an initial term of 12 months or less on a straight-line basis without recognizing a right-to-use asset or operating lease liability. The Company is in the process of finalizing the data validation and associated internal controls for its selected lease management system and anticipates a material increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liabilities for all lease obligations that are currently classified as operating leases. The adoption of this standard will result in enhanced disclosures and is not expected to have a material impact on the Company’s consolidated statement of cash flows or earnings (loss) from operations in the Company’s consolidated statements of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). The amendments in ASU 2016-13 will provide more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Subsequent to the initial ASU, the FASB issued various related corrective and clarifying ASUs for this topic, all of which have been codified in ASC 326. The ASU is effective for annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. On May 3, 2021, the FASB issued ASU 2021-04, Earnings Per Shar e (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options . This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is 91 Table of Contents evaluating this new standard but does not expect it to have a material impact on the Company’s consolidated financial statements or disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The adoption of the standard will impact future business combinations and require the Company to measure acquired contract assets and liabilities in accordance with ASC 606. The Company expects the adoption of the standard to result in measuring acquired contract assets and liabilities as if it had originated the contracts. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance . This ASU provided guidance to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. Under the new guidance, an entity is required to provide the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item and, (3) significant terms and conditions of the transactions, including commitments and contingencies. This update is effective for fiscal years beginning after December 15, 2021. The Company does not expect this accounting guidance to materially impact its consolidated results of operations or financial position. ​ Note 3 – Business Combinations Climate Change Crisis Real Impact I Acquisition Corporation CRIS was formed on August 4, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more climate focused businesses. On January 21, 2021, EVgo Parties and CRIS entered into the Business Combination Agreement for EVgo Holdco and its subsidiaries to become partially owned by a publicly listed company, with the combined company organized in an “Up-C” structure. Completion of the proposed transaction was subject to customary closing conditions, including the approval of the stockholders of CRIS. On the CRIS Close Date, the Company consummated the previously announced CRIS Business Combination. CRIS was the legal acquirer of a certain portion of EVgo OpCo and its subsidiaries and consideration received by EVgo Holdings in connection with the CRIS Business Combination consisted of shares of Class B common stock and EVgo OpCo Units and the rights under the Tax Receivable Agreement (see Note 6). The CRIS Business Combination was accounted for as a reverse recapitalization recorded at historical carrying values with no goodwill or intangible assets acquired recognized. The shares and net loss per share available to holders of the Company’s common stock, prior to the CRIS Business Combination, were adjusted as shares reflecting the exchange ratio established in the Business Combination Agreement. As a result of the CRIS Business Combination, the post-business combination company is organized in an “Up-C” structure and the post-business combination company’s status changed from a “blank-check” company to a “smaller reporting company.” Following the CRIS Business Combination, the post-business combination company changed the corporate name from “Climate Change Crisis Real Impact I Acquisition Corporation” to “EVgo Inc.” The Class A common stock and warrants of the combined company, EVgo, began trading on the Nasdaq Stock Market on July 2, 2021 under the symbols “EVGO” and “EVGOW,” respectively. 92 Table of Contents In connection with the execution of the Business Combination Agreement, on January 21, 2021, CRIS entered into separate subscription agreements with certain investors (“PIPE Investors”), whereby it issued 40,000,000 shares of Class A common stock at $ 10.00 per share (“PIPE shares”) for an aggregate purchase price of $ 400.0 million in a private placement (the “PIPE”). EVgo Services’ note payable, related party (including accrued interest), was $ 59.6 million on July 1, 2021, which was converted into equity. Upon completion of the CRIS Business Combination, the voting interests, as of July 1, 2021, in the Company were as follows: ​ ​ ​ ​ ​ ​ (in thousands) ​ Shares ​ % Stockholder ​ ​ ​ ​ EVgo Holdings (LS Power) 1 ​ 195,800 ​ 74 % CRIS's Class A stockholders ​ 22,987 ​ 9 % PIPE Investors ​ 40,000 ​ 15 % CRIS's converted founder shares ​ 5,750 ​ 2 % Closing Class A and B shares ​ 264,537 ​ 100 % 1 Represents shares of Class B common stock. LS Power owns all of the outstanding voting interests in EVgo Holdings and as a result, controls the vote with respect to all matters presented to stockholders following the CRIS Business Combination. ​ In addition to the shares, CRIS issued Private Placement Warrants and Public Warrants to purchase shares of Class A common stock in connection with its Initial Public Offering, which remained outstanding following the closing of the CRIS Business Combination. An aggregate of 18,100,000 warrants to acquire shares of Class A common stock are outstanding, which are comprised of 6,600,000 Private Placement Warrants and 11,500,000 Public Warrants. Each warrant is exercisable for one share of Class A common stock at $ 11.50 per share. The fair value of these warrants as of July 1, 2021 was $ 79.6 million. The table below summarizes the net cash received by EVgo upon the closing of the CRIS Business Combination, net of transactions costs and redemptions: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Gross proceeds from PIPE ​ $ 400,000 Gross proceeds from CRIS ​ ​ 230,180 Less transaction costs ​ ( 58,147 ) Less redemptions ​ ​ ( 132 ) ​ ​ $ 571,901 ​ In connection with the CRIS Business Combination, certain initial stockholders of CRIS entered into an agreement with the Sponsor (the “Sponsor Agreement”) that provides for certain transfer restrictions and forfeiture provisions, among other things. Pursuant to the Sponsor Agreement, the initial stockholders party thereto are required to forfeit up to 1,437,500 shares (the “Earnout Shares”) received upon conversion of shares of Class B common stock of CRIS held by such stockholders at closing of the CRIS Business Combination if certain events do not occur. The estimated fair value of the 1,437,500 Earnout Shares issued and outstanding upon closing was $ 18.3 million and was accounted for as a derivative liability (see Note 18). In connection with the CRIS Business Combination, there were direct and incremental costs incurred of $ 58.1 million, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. The $ 58.1 million includes $ 8.1 million in deferred underwriting fees of CRIS that were incurred prior to close and paid out as part of the CRIS Business Combination. Other incremental costs of $ 3.6 million were also incurred and expensed by the Company during the year ended December 31, 2021, primarily related to advisory, legal, accounting fees, and other professional services in conjunction with the CRIS Business Combination, which are included in general and administrative expenses in the consolidated statement of operations. 93 Table of Contents Recargo, Inc. On July 9, 2021 (the “Recargo Acquisition Date”), the Company entered into a stock purchase agreement (the “Recargo Agreement”) to acquire 100 % of the outstanding common stock of Recargo. Recargo operates as a cloud-based data solutions provider in the electric vehicle sector and generates revenue through a variety of services that leverage its user base and its generated data. The Company believes that the acquisition of Recargo will allow it to expand its revenue base and will result in certain synergies within its operations. The Company accounted for the acquisition of Recargo as a business combination under ASC 805, Business Combinations (“ASC 805”). Pursuant to ASC 805, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. The total purchase price was $ 25.0 million, per the terms of the Recargo Agreement, none of which were contingent upon future financial results. The table below summarizes the preliminary allocation of the estimated fair value of the assets acquired and liabilities assumed by the Company on the Recargo Acquisition Date, including resulting goodwill. This allocation may be adjusted as the Company finalizes fair value estimates and such adjustments may be material. Goodwill of $ 8.9 million was recorded as a result of the Recargo acquisition and reflects assets not separately identifiable under ASC 805. Goodwill is expected to be amortizable for U.S. Federal income tax purposes. The Company determined the fair values of the assets acquired and liabilities assumed with the assistance of a third-party valuation firm. Intangible assets recorded on the Recargo Acquisition Date include user base, trade name and technology of $ 11.0 million, $ 1.1 million and $ 2.2 million, respectively. The fair values of the intangible assets were determined based on a discounted cash flow model using the with-or-without method for user base, and the relief-from-royalty method for trade name and technology. Each of these methods is a form of the income approach. These methods incorporate various estimates and assumptions, such as projected revenue growth rates, profit margins and forecasted cash flows based on discount rates and terminal growth rates. The fair values of the property, plant and equipment were determined using the cost approach. This approach involves adjusting the historical cost basis of the assets in the fixed asset register for inflation, and then deducting for various forms of obsolescence. For the remaining assets and liabilities, the cost method was used to determine their respective fair values. The fair value of accounts receivable, consisting of customer receivables, approximated the carrying value, which was equal to the gross contractual amounts receivable because no portion of such contractual amounts was expected to be uncollectible. 94 Table of Contents The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the Recargo Acquisition Date: ​ ​ ​ ​ ​ ​ ​ Recargo ​ ​ Acquisition Date (in thousands) Fair Value Current assets ​ Cash ​ $ 1,943 Accounts receivable ​ 605 Prepaid expenses and other current assets ​ 76 Total current assets ​ 2,624 Restricted cash ​ ​ 300 Property and equipment ​ 678 Intangible assets ​ 14,300 Other assets ​ 70 Total assets ​ ​ 17,972 Current liabilities ​ Accounts payable ​ 84 Accrued expenses ​ 769 Deferred revenue, current ​ 543 Total current liabilities ​ 1,396 Capital-build liability ​ 480 Asset retirement obligations ​ 32 Total liabilities ​ 1,908 Net assets acquired ​ ​ 16,064 Consideration paid ​ ​ 25,005 Goodwill recognized ​ $ 8,941 ​ The following unaudited pro forma financial information presents consolidated revenue and net loss for the periods indicated as if the Recargo acquisition had occurred on January 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ Year Ended ​ 2020 Through ​ ​ 2020 Through ​ ​ December 31, ​ December 31, ​ ​ January 15, (in thousands) ​ 2021 ​ 2020 ​ 2020 Pro forma revenue ​ $ 23,150 ​ $ 13,765 ​ $ 1,552 Pro forma net loss ​ $ ( 60,539 ) ​ $ ( 53,312 ) ​ ​ $ ( 715 ) ​ The above unaudited pro forma results have been calculated by combining the historical results of the Company and Recargo, as if the acquisition had occurred as of the beginning of the earliest period presented in the Company’s consolidated financial statements and exclude the impact of acquisition-related expenses. The pro forma table above also includes estimates for additional depreciation, amortization and accretion related to the fair values of property, plant and equipment, intangible assets, capital build liability, and asset retirement obligations that were included as the basis of those assets acquired and liabilities assumed in the business acquisition. Pro forma net loss was adjusted to exclude acquisition-related costs incurred during the periods presented. No other material pro forma adjustments were deemed necessary. The pro forma financial information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the date indicated or that may be achieved in the future. ​ For the period from the Recargo Acquisition Date of July 9, 2021 through December 31, 2021, revenue and net loss from Recargo totaling $ 1.6 million and $ 5.2 million, respectively, are included in the consolidated statement of operations for the year ended December 31, 2021, which includes $ 0.6 million of acquisition-related expenses in general and administrative expenses. ​ 95 Table of Contents EVgo Holdings ​ As discussed in Note 1, on January 16, 2020, EVgo Services became an indirect wholly owned subsidiary of EVgo Holdings (through its 100 % ownership in EVgo Holdco), resulting in a change of control of the Predecessor. EVgo Holdings accounted for the acquisition of EVgo Services as a business combination under ASC 805. Pursuant to ASC 805, EVgo Holdco elected to apply push-down accounting. Under this method, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. ​ Purchase consideration was $ 130.5 million of cash as well as the contingent consideration arrangement described below. EVgo Holdings also awarded $ 5.3 million in a transaction bonus to the employees in connection with the acquisition. The table below summarizes the allocation of the estimated fair value of the assets and liabilities acquired by EVgo Holdings as of the Holdco Merger Date, including goodwill recorded. Goodwill of $ 22.1 million was recorded as a result of the acquisition and is included in the Company’s reportable segment. The goodwill is the result of assets not separately identifiable under ASC 805 and expected synergies from the Holdco Merger and is deductible for tax purposes. A contingent consideration liability of $ 4.0 million was included as part of the net assets acquired in the table below. The maximum potential contingent consideration under the Holdco Merger Agreement if all related milestones are achieved is $ 12.5 million. The contingent consideration liability was recorded based on estimated fair value as of the Holdco Merger Date, which includes certain assumptions on the achievement of targets included in the agreement. These assumptions considered the contractual terms and probability of achieving each milestone based on all available information as of the Holdco Merger Date. These assumptions were then utilized to estimate the liability using a probability weighted discounted cash flow (DCF) method. During the year ended December 31, 2020, the Company determined that the milestones were not and will not be achieved and therefore, the contingent liability was released into other income during the successor period. The fair value of the Company and its assets were established with the assistance of a third-party valuation firm. Intangible assets recorded on the Holdco Merger Date include Site Host relationships, customer relationships, developed technology and trade names of $ 41.5 million, $ 19.0 million, $ 11.8 million and $ 3.9 million, respectively. The fair value of intangibles was determined based on the discounted cash flow model using the relief from royalty method, with the exception of customer relationships and Site Host relationships. The customer relationships were valued using the with or without method. Site Host relationships were valued using discounted projected cash flows relative to these relationships. Each of these approaches are a form of the income approach method. These methodologies incorporate various estimates and assumptions, such as projected revenue growth rates, profit margins and forecasted cash flows based on discount rates and terminal growth rates. For the remaining assets and liabilities, the cost method was used to determine their respective fair values. The fair value of the property and equipment were determined based on the indirect cost approach in which current costs that were not new were adjusted for all forms of depreciation. The capital build liability used the cost-build-up method. As of January 15, 2020, $ 0.6 million of cash included in the Predecessor’s closing balance sheet was not transferred to the Successor in accordance with the Holdco Merger Agreement. 96 Table of Contents The purchase price has been allocated to the acquired assets. The following table summarizes the fair values of the assets acquired and liabilities assumed at the Holdco Merger Date: ​ ​ ​ ​ ​ ​ ​ Holdco Merger Date (in thousands) Fair Value Current assets ​ Cash ​ $ 257 Accounts receivable ​ 1,714 Accounts receivable, capital build ​ 94 Prepaid expenses and other current assets ​ 4,662 Total current assets ​ 6,727 Property and equipment ​ 63,889 Intangible assets ​ 76,200 Other assets ​ 797 Total assets ​ ​ 147,613 Current liabilities ​ Accounts payable ​ 2,169 Accrued expenses ​ 6,752 Deferred revenue, current ​ 1,461 Customer deposits ​ 4,069 Other current liabilities ​ 29 Total current liabilities ​ 14,480 Deferred revenue, noncurrent ​ 3,516 Capital-build liability, NEDO buyout ​ 628 Capital-build liability, excluding NEDO buyout ​ 9,578 Asset retirement obligations ​ 6,862 Other liabilities ​ 150 Total liabilities ​ 35,214 Net assets acquired ​ $ 112,399 ​ The following unaudited pro forma financial information presents the consolidated revenue and net loss for the periods indicated as if the Holdco Merger had occurred on January 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ January 16, ​ ​ January 1, ​ ​ 2020 ​ ​ 2020 ​ ​ Through ​ ​ Through ​ ​ December 31, ​ ​ January 15, (in thousands) ​ 2020 ​ ​ 2020 Pro forma revenue ​ $ 13,049 ​ ​ $ 1,526 Pro forma net loss ​ ​ ( 48,668 ) ​ ​ ​ ( 890 ) ​ The above unaudited pro forma results have been calculated by combining the historical results of the Company and the acquiring business as if the acquisition had occurred as of the beginning of the earliest period presented in the Company’s consolidated financial statements and exclude the impact of acquisition-related expenses of $ 5.3 million related to the transaction bonus for the period from January 16, 2020 through December 31, 2020. The pro forma results include estimates for additional depreciation and amortization related to the fair value of property, plant and equipment and intangible assets and reduced amortization of capital-build liabilities and asset retirement obligations related to the purchase accounting basis adjustments. Estimates for stock compensation expense and intercompany loan expense have been included within the pro forma results as these items were established in accordance with the terms of the Holdco Merger Agreement. For all periods presented, historical depreciation and amortization expense of the acquired business was adjusted to reflect the acquisition date fair value amounts of the related tangible and intangible assets. Stock compensation expense and intercompany loan expense were included for all periods as if the acquisition had occurred as January 1, 2020 and any 97 Table of Contents acquisition-related expenses that were incurred for the Holdco Merger were excluded from all periods. No other material pro forma adjustments were deemed necessary, either to conform to the acquiree’s accounting policies or for any other situation. The pro forma financial information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the date indicated or that may be achieved in the future. ​ Note 4 – Revenue Recognition Revenue Streams The Company’s revenue streams, respective performance obligations and methods of recognition are summarized below. All the Company’s revenues are sourced from the United States. Charging Revenue, Retail Retail customers have multiple options — monthly plans, pay as you go, and walk-up — for charging services with revenue recognized at a point in time for the delivered usage (electrical power delivered, minutes of charging, access and other fees). Monthly membership fees are paid and recognized on a monthly basis. Charging Revenue, OEM The Company contracts with various automobile manufacturers (“OEMs”) to provide charging services to purchasers of their vehicles (“OEM Customers”), ranging from one to three years in duration and are recognized as charging services are provided. At the end of the contract, the OEM Customer can convert the account to a monthly subscription service or a “pay as you go” account. In addition, certain contracts provide charging credits, where the customer has a specific time frame to utilize such credits. Revenue is recognized in the month the customer uses the credits. Under other contracts, the Company provides a finite amount of charging service to each OEM Customer for which revenue is recognized at a point in time when the charging services are delivered. ​ Charging Revenue, Commercial Commercial revenue is derived from contracts with ride-share or other fleet partners whereby their drivers utilize the Company’s network. Revenue is recognized based upon usage (electrical power delivered or minutes of charging) or amounts billed on a per charger basis for a group of chargers built for dedicated access by a single fleet or ride-share customer. The Company has elected to recognize revenue using the as-invoiced practical expedient as it is consistent with the services rendered on a monthly basis. Network Revenue, OEM Network revenue OEM is related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606. Proceeds from these contracts are allocated to performance obligations related to marketing activities, memberships, reservations and charging credits. Marketing activities are recognized over time and measurement is based on amounts spent. For memberships and reservations, revenue is recognized over time and measured based on the charging activity of subscriber members at each measurement period. Any unused charging credits from the above contracts are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method. Ancillary Revenue Ancillary revenue primarily includes: maintenance services and development, mobile applications, technical support, training and project management revenue. The Company provides maintenance services for charger sites based on contractual requirements or when maintenance services are requested. Ancillary revenue also includes a number of other revenue streams not currently significant to the overall operations such as software license agreements and branding initiatives. The Company has elected to recognize revenue using the as-invoiced practical expedient for maintenance services that are invoiced on a monthly basis. 98 Table of Contents The Company’s performance obligation under development contracts is to develop and deliver a completed site with installed charging hardware. Development and project management revenue is recognized over time using an input method based on costs incurred to date to measure progress. Under this method, all costs incurred in the period that relate to a contract are charged to cost of sales and the related revenue is recognized based on the measured progress to completion. The Company recognizes estimated losses on contracts immediately upon identification of the loss. When revenue is recognized in excess of contract billings to date, an unbilled receivable known as “costs and estimated earnings in excess of billings” is recorded. When contract billings to date exceed the revenue recognized, a liability known as “billings in excess of costs and estimated earnings” is recorded until the progression of the contract results in recognition of revenue. Regulatory Credit Sales The Company earns revenue from the sale of regulatory credits such as low carbon fuel standard credits, which are generated from the operation of charging stations. The Company’s only performance obligation is to transfer title to the credits once each transaction to sell the credits has been executed. Revenue is recognized from the sale of these credits at a point in time when title is transferred to the purchaser. The Company records the value of the credits generated from operations based on an incremental cost basis and determined this cost to be nominal. ​ Disaggregation of Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ Through ​ ​ Through ​ ​ December 31, ​ December 31, ​ ​ January 15, (in thousands) 2021 ​ 2020 2020 Charging revenue, retail $ 11,041 $ 5,583 $ 283 Charging revenue, OEM ​ 812 ​ 1,313 ​ ​ 80 Charging revenue, commercial ​ 2,420 ​ 1,596 ​ ​ 65 Network revenue, OEM ​ 1,510 ​ 552 ​ ​ 9 Ancillary revenue ​ 3,408 ​ 1,758 ​ ​ 99 Regulatory credit sales ​ 3,023 ​ 2,247 ​ ​ 990 Total revenue ​ $ 22,214 ​ $ 13,049 ​ ​ $ 1,526 ​ The table above includes revenue earned from related parties of $ 0.6 million, $ 1.3 million and $ 0.1 million for the year ended December 31, 2021, the period from January 16, 2020 through December 31, 2020 and the period from January 1, 2020 through January 15, 2020, respectively (see Note 15). The following table provides information about contract assets and liabilities from contracts with customers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, (in thousands) ​ 2021 ​ 2020 Contract assets ​ $ 32 ​ $ 632 Contract liabilities ​ 38,445 ​ 12,028 ​ 99 Table of Contents The following table provides the activity for the contract liabilities recognized during the respective periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ through ​ ​ through ​ ​ December 31, ​ December 31, ​ ​ January 15, (in thousands) ​ 2021 ​ 2020 2020 Beginning balance ​ $ 12,028 ​ $ 9,091 $ 9,137 Additions ​ 30,999 ​ 5,825 65 Recognized in revenue ​ ( 3,883 ) ​ ( 2,285 ) ( 106 ) Marketing activities ​ ( 699 ) ​ ( 603 ) ( 5 ) Ending balance ​ $ 38,445 ​ $ 12,028 $ 9,091 ​ It is anticipated that deferred revenue as of December 31, 2021 will be recognized for the years ending December 31, as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2022 ​ $ 2,273 2023 ​ 1,118 2024 ​ 585 2025 ​ 6 ​ ​ $ 3,982 ​ 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 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 December 31, 2021, there was $ 22.9 million in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the consolidated balance sheet. ​ ​ ​ ​ Note 5 – Lease Accounting Lessee Accounting Site Host Agreements The Company has entered into agreements with Site Hosts, which allow the Company to operate the charging stations on the Site Hosts’ property. The agreements with the Site Hosts, which are deemed to be operating leases, may include one or more provisions to compensate the Site Hosts, such as fixed fees, cost reimbursements, revenue sharing and payments per customer charge, and may also include renewal options and/or escalation clauses. The expenses related to these agreements are recorded in cost of sales for sites that are operational. Expenses for sites that are not operational are charged to general and administrative expenses. 100 Table of Contents As of December 31, 2021, future fixed minimum payments due under site agreements with the Site Hosts for the years ending December 31, are as follows: ​ ​ ​ ​ (in thousands) ​ ​ ​ 2022 ​ $ 2,298 2023 ​ ​ 2,286 2024 ​ ​ 2,129 2025 ​ ​ 1,973 2026 ​ ​ 1,767 Thereafter ​ ​ 5,570 ​ ​ $ 16,023 Expenses related to the Site Hosts’ agreements totaled $ 2.2 million, $ 2.2 million and $ 0.1 million for the year ended December 31, 2021, the period from January 16, 2020 through December 31, 2020 and the period from January 1, 2020 through January 15, 2020, respectively. In some instances, the Company subleases Site Host properties to third parties. Future sublease income to be received by the Company under non-cancelable subleases is $ 2.4 million. ​ Office and Laboratory Leases The Company leases offices and laboratory space under operating leases requiring periodic payments. Rent expense for the year ended December 31, 2021, the period from January 16, 2020 through December 31, 2020 and the period from January 1, 2020 through January 15, 2020 was $ 1.0 million, $ 0.9 million and a de minimis amount, respectively. As of December 31, 2021, future minimum payments due under the office and laboratory leases for the years ending December 31, are as follows: ​ ​ ​ ​ (in thousands) ​ ​ ​ 2022 ​ $ 1,188 2023 ​ ​ 1,229 2024 ​ ​ 858 2025 ​ ​ 120 ​ ​ $ 3,395 ​ 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 to three years with renewal options. Leases provide for fixed monthly payments and include provisions for contingent rent based on number of minutes or kilowatt of energy consumed. Rental and sublease income under these leases are recognized in revenue. ​ The Company recognized minimum rental and sublease income of $ 0.9 million and $ 0.8 million for the year ended December 31, 2021 and the period from January 16, 2020 through December 31, 2020, respectively. There was a de minimis amount of minimum rental and sublease income recognized during the period from January 1, 2020 through January 15, 2020. For chargers that are built for dedicated access to a single fleet or ride-share customer, the Company has determined these contracts are in the scope of ASC 840 , whereby the monthly usage charges are considered contingent rentals and are recognized on a monthly basis as usage is known. The Company did not recognize any contingent rental income for the year ended December 31, 2021 and the period from January 1, 2020 through January 15, 2020. For the period from January 16, 2020 through December 31, 2020, the Company recognized $ 0.1 million in contingent rental income. 101 Table of Contents As of December 31, 2021, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the years ending December 31, are as follows: ​ ​ ​ ​ (in thousands) ​ ​ ​ 2022 ​ $ 705 2023 ​ ​ 485 2024 ​ ​ 485 2025 ​ ​ 485 2026 ​ ​ 242 ​ ​ $ 2,402 The components of charging equipment and charging stations leased to others under operating leases and which are included within the Company’s property, equipment and software, net, are as follows as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, (in thousands) ​ 2021 2020 Charging station equipment and construction costs ​ $ 4,114 ​ $ 2,379 Less: accumulated depreciation ​ ​ ( 815 ) ​ ​ ( 313 ) ​ ​ $ 3,299 ​ $ 2,066 ​ ​ Note 6 – 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. During the year ended December 31, 2021, no transactions 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. ​ 102 Table of Contents Note 7 – Property, Equipment and Software, Net Property, equipment and software, net, consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, (in thousands) 2021 2020 Construction in process ​ $ 39,116 ​ $ 10,437 Charging equipment ​ 8,611 ​ 3,042 Charging station equipment ​ 42,799 ​ 27,010 Charging station installation costs ​ ​ 63,932 ​ ​ 41,862 Software ​ ​ 5,295 ​ ​ 96 Office equipment and vehicles ​ 846 ​ 361 ​ ​ 160,599 ​ 82,808 Less accumulated depreciation and amortization ​ ( 27,317 ) ​ ( 11,542 ) Total property, equipment and software, net ​ $ 133,282 ​ $ 71,266 ​ Depreciation and amortization expense consisted of the following for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ Through ​ ​ Through ​ ​ December 31, ​ December 31, ​ ​ January 15, (in thousands) 2021 2020 2020 Cost of sales ​ ​ ​ ​ Depreciation of property and equipment ​ $ 15,956 ​ $ 11,670 ​ ​ $ 498 Amortization of capital-build liability ​ ​ ( 3,970 ) ​ ​ ( 2,439 ) ​ ​ ​ ( 200 ) General and administrative expenses ​ ​ ​ ​ Depreciation of property and equipment ​ ​ 136 ​ ​ 72 ​ ​ ​ 3 Amortization of software ​ ​ 148 ​ ​ — ​ ​ ​ — ​ ​ $ 12,270 ​ $ 9,303 ​ ​ $ 301 ​ ​ ​ ​ Note 8 – Intangible Assets, Net Intangible assets, net, consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ Net ​ Average ​ ​ Carrying ​ Accumulated ​ Carrying ​ Amortization (in thousands) Amount Amortization Value Period Trade name $ 5,000 $ ( 536 ) $ 4,464 14.5 years Site Host relationships ​ 41,500 ​ ( 6,777 ) ​ 34,723 10.1 years Customer relationships ​ 19,000 ​ ( 8,005 ) ​ 10,995 3.2 years Developed technology ​ 14,000 ​ ( 1,646 ) ​ 12,354 12.5 years User base ​ ​ 11,000 ​ ​ ( 1,309 ) ​ ​ 9,691 ​ 3.6 years ​ ​ $ 90,500 ​ $ ( 18,273 ) ​ $ 72,227 ​ ​ ​ ​ 103 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ Net ​ Average ​ ​ Carrying ​ Accumulated ​ Carrying ​ Amortization (in thousands) Amount Amortization Value Period Trade name $ 3,900 $ ( 250 ) $ 3,650 14.0 years Site Host relationships ​ 41,500 ​ ( 3,319 ) ​ 38,181 11.0 years Customer relationships ​ 19,000 ​ ( 3,920 ) ​ 15,080 3.8 years Developed technology ​ 11,800 ​ ( 755 ) ​ 11,045 14.0 years ​ ​ $ 76,200 ​ $ ( 8,244 ) ​ $ 67,956 ​ ​ ​ ​ Amortization of intangible assets was $ 10.2 million, $ 8.2 million and a de minimis amount for the year ended December 31, 2021, the period from January 16, 2020 through December 31, 2020 and the period from January 1, 2020 through January 15, 2020, respectively. As of December 31, 2021, aggregate future amortization of amortizable intangible assets for the years ending December 31, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) Trade Name ​ Site Host Relationships ​ Customer Relationships ​ Developed Technology ​ User Base ​ Total 2022 ​ $ 315 ​ $ 3,458 ​ $ 4,085 ​ $ 1,007 ​ $ 2,750 ​ $ 11,615 2023 ​ 315 ​ 3,458 ​ 4,085 ​ 1,007 ​ 2,750 ​ 11,615 2024 ​ 315 ​ 3,458 ​ 2,717 ​ 1,007 ​ 2,750 ​ 10,247 2025 ​ 315 ​ 3,458 ​ 108 ​ 1,007 ​ 1,441 ​ 6,329 2026 ​ 315 ​ 3,458 ​ — ​ 1,007 ​ — ​ 4,780 Thereafter ​ ​ 2,889 ​ ​ 17,433 ​ ​ — ​ ​ 7,319 ​ ​ — ​ ​ 27,641 ​ ​ $ 4,464 ​ $ 34,723 ​ $ 10,995 ​ $ 12,354 ​ $ 9,691 ​ $ 72,227 ​ ​ ​ ​ Note 9 – 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. Accretion expense was $ 1.6 million, $ 1.1 million and a de minimis amount for the year ended December 31, 2021, the period from January 16, 2020 through December 31, 2020 and the period from January 1, 2020 through January 15, 2020, respectively. Asset retirement obligation activity for the years ended December 31, 2021 and 2020 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) December 31, December 31, ​ ​ 2021 ​ 2020 Beginning balance ​ $ 8,802 ​ $ 9,108 Acquisition fair value adjustment ​ — ​ ( 2,296 ) Liabilities incurred ​ 2,456 ​ 902 Recargo acquisition ​ ​ 32 ​ ​ — Accretion expense ​ 1,602 ​ 1,169 Change in estimate ​ ​ 181 ​ ​ — Liabilities settled ​ ( 240 ) ​ ( 81 ) Ending balance ​ $ 12,833 ​ $ 8,802 ​ ​ Note 10 – Note Payable, Related Party On January 16, 2020, EVgo Services entered into the Secured Demand Grid Promissory Note (“Demand Note”) with EVgo Holdings whereby EVgo Services funded the operations of EVgo Holdco with loans upon request at an interest rate 104 Table of Contents of the Federal Reserve discount rate plus 7.0 % (compounded annually) with a maturity date of January 16, 2027. The Demand Note was secured by the assets of EVgo Holdco and did not have a stated credit limit. Interest expense incurred was $ 1.9 million and $ 1.4 million during the year ended December 31, 2021 and the period from January 16, 2020 through December 31, 2020, respectively. On July 1, 2021, the outstanding balance of the Demand Note (including accrued interest of $ 1.9 million) of $ 59.6 million was converted to equity of EVgo Services, which was contributed by EVgo Holdings to EVgo Holdco immediately thereafter in connection with the CRIS Business Combination (see Note 3). ​ Note 11 – Other Current Assets and Accrued Liabilities Other current assets consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, (in thousands) ​ 2021 ​ ​ 2020 Predecessor seller receivable 1 ​ $ — ​ $ 1,691 Other ​ ​ 1,389 ​ ​ 346 Total ​ $ 1,389 ​ $ 2,037 1 Represents amounts due from the former owners of the Predecessor for non-income tax related assessments. Accrued liabilities consisted of balances related to the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, (in thousands) ​ 2021 ​ ​ 2020 Property and equipment ​ $ 12,104 ​ $ 708 Employee compensation ​ ​ 5,044 ​ ​ 2,474 Charging equipment and services ​ ​ 2,309 ​ ​ 1,378 Other ​ ​ 7,621 ​ ​ 6,385 Total ​ $ 27,078 ​ $ 10,945 ​ ​ Note 12 – Equity Structure Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. Class A Common Stock The Company is authorized to issue 1,200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. Class B Common Stock The Company is authorized to issue 400,000,000 shares of Class B common stock, which is a voting, non-economic class of common stock with a par value of $ 0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. Prior to the CRIS Business Combination, only holders of shares of Class B common stock of CRIS had the right to vote on the election of directors. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The 5,750,000 shares of Class B common stock of CRIS 105 Table of Contents held by the founders of CRIS prior to the CRIS Business Combination automatically converted into shares of Class A common stock on a one -for-one basis. The holders of shares of Class B common stock generally have the right to cause EVgo OpCo to redeem all or a portion of their EVgo OpCo Units together with a corresponding number of shares of Class B common stock in exchange for, at EVgo OpCo’s election, a corresponding number of shares of Class A common stock or an approximately equivalent amount of cash as determined pursuant to the terms of the EVgo OpCo A&R LLC Agreement. Upon the future exchange of EVgo OpCo Units held by any holder of shares of Class B common stock, a corresponding number of shares of Class B common stock held by such holder of EVgo OpCo Units will be cancelled. Shares of Class B common stock can only be transferred with their corresponding EVgo OpCo Units in accordance with the EVgo OpCo A&R LLC Agreement. Upon the closing of the CRIS Business Combination, EVgo Holdings received 195,800,000 shares of Class B common stock, together with 195,800,000 EVgo OpCo Units (see Note 22 for additional information). Member’s Equity Successor As a result of the Holdco Merger, the Company became a wholly owned subsidiary of EVgo Holdco, itself a wholly owned subsidiary of EVgo Holdings. EVgo Holdco has one class of limited liability interests that are 100 % owned by EVgo Holdings. EVgo Holdings’ equity structure consists of “Class A Common Units,” “Class B Common Units” (together with the Class A Common Units, the “Capital Units”) and Incentive Units (defined in Note 20) (together with the Capital Units, the “Common Units”) issued pursuant to the Amended and Restated Limited Liability Company Agreement dated as of January 16, 2020 (the “Holdings LLCA”). ​ Predecessor ​ Prior to the EVgo Holdco Merger Date, the Predecessor equity structure consisted of “Predecessor Class A Preferred Units,” “Predecessor Class B Common Units,” “Predecessor Class C Profit Interest Units” and “Predecessor Class D Preferred Units” (collectively, the “Predecessor Units”) issued pursuant to the Second Amended and Restated Limited Liability Agreement of EVgo Services (as amended by that certain Amendment No. 1 dated August 23, 2017). The Predecessor Class C Profit Interest Units were intended to constitute profit interests. The Company analyzed the relevant provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that the Predecessor Units should be recognized as equity on its consolidated balance sheets. ​ Note 13 – Other Income (Expense), including Related Parties The Company receives aid in the construction of charging stations that are capitalized as property and equipment. One portion of the funds received is deferred as a capital-build liability, which is recognized ratably over the related charging station’s remaining useful life as an offset to depreciation. The other portion relates to reimbursement of operating and maintenance expenses, which is recorded as other income for the year ended December 31, 2021 and the period from January 16, 2020 through December 31, 2020. For the period from January 1, 2020 through January 15, 2020, these 106 Table of Contents reimbursements were recorded as other income, related party, as they were received from an entity considered a related party, which is no longer considered a related party after the Holdco Merger. For the following periods, other income (expense), net, and other income, related parties, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ Through ​ ​ Through ​ ​ December 31, ​ December 31, ​ ​ January 15, (in thousands) ​ 2021 ​ 2020 ​ ​ 2020 Other income (expense), net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income $ 88 ​ $ 8,083 $ — Other expense ​ ( 34 ) ​ — ​ ​ — Gain on marketable securities ​ ​ 553 ​ ​ — ​ ​ ​ — Release of contingent liability (see Note 3) ​ ​ — ​ ​ 3,978 ​ ​ ​ — ​ ​ $ 607 ​ $ 12,061 ​ ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income, related parties ​ $ — ​ $ — ​ ​ $ 342 ​ [ ​ Note 14 – Commitments and Contingencies Nissan Agreements EVgo has executed two program services agreements with Nissan North America, Inc. (“Nissan”). These agreements provide for a capital build program, joint marketing activities and charging credit programs for purchasers or lessees of Nissan EVs. Under the joint-marketing activities provisions of the first agreement (the “Nissan Agreement”), EVgo was to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan. Credits for charging were allocated annually to purchasers or lessees of Nissan EVs and allowed each participant to charge their vehicle for 12 to 24 months at no charge to the participant, up to the amount of the charging credit allocated to such participant. In the event a participant did not use the entire amount of its charging credit within 12 or 24 months, a portion of the remaining dollar value of such credit rolled over to subsequent periods and a portion was retained by the Company. ​ Under the terms of the Nissan Agreement, purchasers or lessees of Nissan LEAF electric vehicles in certain markets could receive charging services at an EVgo station or a participating third-party charging station. Pursuant to the Nissan Agreement, the Company was required to support, maintain and make available at least 850 chargers through July 7, 2021. The Company fulfilled all build, support and maintenance obligations under the Nissan Agreement. ​ On June 13, 2019, EVgo entered into a second agreement with Nissan (the “Nissan 2.0 Agreement”). The Nissan 2.0 Agreement includes a capital-build program requiring 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”). Under the terms of the Nissan 2.0 Agreement, the Build Schedule is negotiated at the beginning of each year. All chargers for each program year must be installed by August 31. In 2021, EVgo worked with Nissan to revise the annual Build Schedule to extend the milestone dates. Furthermore, Nissan waived penalties for installation delays in program year one. ​ EVgo’s ability to meet Build Schedule obligations may be impacted by delays in permitting, slower than expected third-party approvals of certain site acquisitions, delays in utility interconnection resulting from industry adaptation to the requirements of high-powered charger installation, as well as supply chain issues. Going forward, EVgo is uncertain if these, or other potential issues in the procurement, installation, or energization of DCFC, will be resolved in a timely fashion. At this time, EVgo’s ability to meet future Build Schedule obligations may continue to be impacted by circumstances similar to those experienced during the first half of 2021, or other potential issues including, but not limited to, equipment design and procurement, timing of third-party funding agreements, and the siting, permitting, construction, energizing of DCFC or delays in releasing public grant funding. ​ 107 Table of Contents 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. Nissan has the right to terminate the Nissan 2.0 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 2.0 Agreement. Nissan receives budget approvals annually from Nissan Motor Company Limited. As of December 31, 2021, Nissan has fulfilled its annual payment obligations under the Nissan 2.0 Agreement. If Nissan terminates the Nissan 2.0 Agreement due to a lack of funding, EVgo will still be required to perform the following: (i) meet charger installation milestones through the date of termination; (ii) provide an aggregate of $ 1.6 million in joint marketing activities and (iii) provide $ 4.8 million worth of charging credits that shall continue to be administered. Pursuant to the Nissan 2.0 Agreement, as modified by the aforementioned extension and other amendments, EVgo is required to install an aggregate of 210 chargers by February 29, 2024 at a number of sites to be mutually agreed upon during each Build Schedule. Pursuant to the current Build Schedule, EVgo is required to install 58 chargers by August 31, 2022. If the Company fails to meet future Build Schedule obligations, Nissan may invoke a penalty of up to $ 35,000 per delayed site beyond a designated cure period, up to 61 sites, which would result in adjustment to the consideration received for the Company’s performance obligations under the Nissan 2.0 Agreement. General Motors Agreement On July 20, 2020, EVgo entered into a five-year contract with GM (the “GM Agreement”) to build 2,750 fast chargers that EVgo will own and operate as part of the Company’s public network. On November 2, 2021, EVgo entered into an amendment agreement with GM in order to adjust stall installation targets and expand the overall number of chargers to be installed to 3,250 fast chargers. EVgo believes this agreement will serve to accelerate the Company’s development plans and enhance customer acquisition and brand equity among retail drivers. 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 chargers installed. Under the GM Agreement, EVgo is required to install a total of 3,250 chargers by December 31, 2025, 72 % 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, commission or aspects of installation of the chargers 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 93 %. In addition to the capital build program, EVgo committed to providing a certain number of new GM EV cars with an EVgo charging credit and limited time access to other EVgo services at a discounted rate. The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger-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-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. As of March 15, 2022, there were approximately 2,500 stalls that had been approved by GM, of which approximately 2,000 stalls were already in the active engineering and construction development pipeline. As of March 15, 2022, EVgo had 85 stalls left to install in order to meet its charger-installation milestone for the quarter ending March 31, 2022. EVgo may not meet the charger-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection resulting from COVID-19 and supply chain disruptions in business operations across the utility, engineering and permitting chain; as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals between utilities and landowners of sites where charger stations will be located. 108 Table of Contents 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 or employment, health and safety matters. Although the outcome of any potential future litigation is uncertain, the Company believes it has adequate insurance coverage in the event of any future litigation or disputes. On December 17, 2020, SAF Partners II, LLC and EV Holdings Investments, LLC (collectively, the “SAF Parties”) filed a complaint against EVgo Holdco in the State of Delaware Court of Chancery for $ 5 million regarding certain deferred contingent compensation contemplated by the Holdco Merger as of December 19, 2019, by and among EVgo Holdco and certain of the SAF Parties. The SAF Parties are the Company’s predecessor shareholders. Pursuant to an agreement between EVgo Holdings and EVgo Holdco, EVgo Holdings will indemnify EVgo Holdco for losses of up to $ 7 million (including legal costs) related to the contingent compensation claim. On January 14, 2022, the SAF Parties and EVgo Holdco settled the dispute for $ 1.5 million. Although the Company is not currently facing other pending or threatened litigation, future events or circumstances, currently unknown to management, may potentially have a material effect on its financial position, liquidity or results of operations in any future reporting period. ​ Note 15 - Related Party Transactions Receivable from Related Party As of December 31, 2021, the Company had a $ 1.5 million receivable from EVgo Holdings related to the matter regarding the SAF Parties (see Note 14). Note Payable, Related Party As noted in Note 10, the Company had an outstanding note payable with EVgo Holdings that was converted to equity on the CRIS Close Date. Management Services Agreement The Company and EVgo Management, Inc. (“Predecessor Management”) were previously party to a management services agreement related to the administration of the 2016 Stock Incentive Plan of Predecessor Management (the “2016 Plan”). During the term of this agreement, the Company was responsible for administering the 2016 Plan and selecting employees, directors and consultants to whom an Award (as defined by the 2016 Plan) would be granted, determining the terms of the Awards, and any other actions consistent with the terms of the 2016 Plan. The Company’s responsibilities under this agreement included the recommendation of employees, directors and consultants to Predecessor Management to whom Awards may be granted, the terms of the Awards, and recommendation of directors of Predecessor Management, general, administrative, and back-office services relating to the operation of Predecessor Management and the maintenance of the 2016 Plan, and any other actions consistent with the terms of the 2016 Plan. All shares underlying any Award granted were subject to a right of first refusal and a repurchase right in favor of Predecessor Management. The Company did not receive a fee from Predecessor Management for providing these services and the management services agreement is no longer in effect after the Holdco Merger Date. Consulting Services The Company recorded $ 1.3 million and $ 0.7 million for consulting and corporate development services rendered by LS Power Equity Advisors, LLC to general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2021 and the period from January 16, 2020 through December 31, 2020, respectively. As of December 31, 2020, the Company had payables to entities controlled by LS Power for services rendered totaling $ 0.1 million. There were no services rendered prior to the Holdco Merger Date. 109 Table of Contents Low Carbon Fuel Standards The Company entered into various agreements to facilitate the purchase and sale of California Low Carbon Fuel Standard Credits (“LCFS”) with a subsidiary of LS Power at prevailing market levels after the Holdco Merger Date. For the year ended December 31, 2021 and the period from January 16, 2020 through December 31, 2020, the total amount of regulatory credit income recognized by the Company through the LCFS trading program with LS Power’s subsidiary totaled $ 0.6 million and $ 1.3 million, respectively, which is included in revenue from related parties in the consolidated statements of operations. Related Party Revenue The Company had two contracts with an entity considered a related party up to the date of the Holdco Merger, which is no longer considered a related party as of January 16, 2020. For the period from January 1, 2020 through January 15, 2020, the Company recognized revenue of $ 0.1 million related to these agreements while the entity was a related party. Transaction Bonus On January 16, 2020, in connection with the Holdco Merger, LS Power contributed $ 5.3 million to the Company related to a contingent transaction bonus awarded to eligible employees (see Note 3). ​ Note 16 – 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). See Note 2 for additional information, including the fair value hierarchy. There were no earnout or warrant liabilities as of December 31, 2020. The following table presents information about the Company’s 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 December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ ​ Level ​ 2021 Earnout liability 3 ​ ​ $ 5,211 Warrant liability – Public Warrants ​ ​ 1 ​ ​ $ 39,614 Warrant liability – Private Placement Warrants ​ ​ 3 ​ ​ $ 8,847 ​ The warrants are accounted for as liabilities in accordance with ASC 815 and are presented as warrant liabilities on the 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 liability in the consolidated statements of operations. The Private Placement Warrants were valued using a Monte Carlo simulation methodology. The close price of the Public Warrants price was used as the fair value as of each relevant date (see Note 17). There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2021. There were no assets or liabilities measured on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2020. The following table presents a reconciliation for all liabilities 110 Table of Contents measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Warrant ​ ​ Earnout (in thousands) ​ Liability ​ ​ Liability Fair value as of December 31, 2020 ​ $ — ​ ​ $ — Liability recognized due to the CRIS Business Combination ​ ​ 35,654 ​ ​ ​ 18,278 Transfer to Level 1 ​ ​ ( 7,065 ) ​ ​ ​ — Liability settled through equity ​ ​ — ​ ​ ​ ( 10,853 ) Change in fair value of liability ​ ​ ( 19,742 ) ​ ​ ​ ( 2,214 ) Fair value as of December 31, 2021 ​ $ 8,847 ​ ​ $ 5,211 ​ ​ ​ Note 17 – Warrant Liability Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on October 2, 2021. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. As of December 31, 2021, there were 14,948,809 Public Warrants and 3,148,569 Private Placement Warrants outstanding. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company will use its commercially reasonable efforts to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Such registration statement was initially filed on July 20, 2021 and declared effective on July 30, 2021. Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 . The Company may redeem the Public Warrants (except as described herein with respect to the Private Placement Warrants): ​ ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends to the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $ 18.00 per share (as adjusted). ​ Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 . The Company may redeem the outstanding Public Warrants: ​ ● in whole and not in part; 111 Table of Contents ● at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted); and ● if the Reference Value is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are entitled to certain registration rights (see Note 14). Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under “ — Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 ” and “— Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 ” ). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. ​ Assumptions used in the valuations of the Private Placement Warrant liability are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ July 1, ​ ​ 2021 ​ 2021 Stock price $ 9.94 $ 14.36 Risk-free interest rate ​ ​ 1.19 % ​ ​ 0.89 % Expected term ​ ​ 4.5 years ​ ​ ​ 5.0 years ​ Expected volatility ​ ​ 75 % ​ ​ 64 % Dividend rate ​ ​ — % ​ ​ — % Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ ​ ​ Note 18 – Earnout Liability The Earnout Shares are subject to potential forfeiture by their holders if the volume-weighted average price (“VWAP”) of the shares does not equal or exceed the following prices for any 20 trading days within any 30-trading day period within the five years following the closing of the CRIS Business Combination: ​ ● For 718,750 Earnout Shares, a VWAP of at least $ 12.50 (the “$ 12.50 Triggering Event”) ● For 718,750 Earnout Shares, a VWAP of at least $ 15.00 (the “$ 15.00 Triggering Event”) Upon the closing of the CRIS Business Combination, the contingent obligation related to the Earnout Shares was accounted for as a liability because the triggering events that determine the number of Earnout Shares earned include events that are not solely indexed to the Company’s common stock. The estimated fair value of the 1,437,500 Earnout Shares issued and outstanding at the closing of the CRIS Business Combination on July 1, 2021 was $ 18.3 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. ​ On July 2, 2021, the $ 12.50 Triggering Event occurred and, as a result, 718,750 Earnout Shares valued at $ 10.9 million were deemed to be earned and reclassified into equity on that date. The estimated fair value of the earnout liability related 112 Table of Contents to the 718,750 Earnout Shares subject to the $ 15.00 Triggering Event originally valued at $ 8.8 million was remeasured to $ 5.2 million at December 31, 2021. The change in fair value of the earnout liability resulted in a gain of $ 2.2 million recognized in the consolidated statement of operations for the year ended December 31, 2021 (see Note 16). Assumptions used in the valuations of the earnout liability are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ July 1, ​ ​ 2021 ​ 2021 Stock price $ 9.94 $ 14.36 Expected volatility ​ ​ 75 % ​ ​ 64 % Risk-free interest rate ​ ​ 1.19 % ​ ​ 0.1 % Expected term ​ ​ 4.8 years ​ ​ ​ 0.8 years ​ Dividend rate ​ ​ — % ​ ​ — % ​ ​ Note 19 – Income Taxes The 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 United States. For the year ended December 31, 2021, the period from January 16, 2020 through December 31, 2020 and the period from January 1, 2020 through January 15, 2020, the Company’s provision for income taxes and effective tax rates were deemed to be de minimis. 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 operates. 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. ​ Due to an operating loss in the year ended December 31, 2021, the Company’s effective tax rate was zero . The provision for income taxes differs from the amount computed by applying the U.S. corporate statutory income tax rate to loss before income taxes for the reasons set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ January 16, ​ ​ January 1, ​ ​ ​ ​ 2020 ​ ​ 2020 ​ ​ Year Ended ​ Through ​ ​ Through ​ ​ December 31, ​ December 31, ​ ​ January 15, ​ ​ 2021 ​ 2020 ​ ​ 2020 Statutory Federal income tax rate ​ 21.00 % ​ 21.00 % ​ ​ 21.00 % State taxes, net of Federal tax benefit ​ 6.28 ​ ​ — ​ ​ ​ — ​ Net loss attributable to NCI/non-taxable partnership structure ​ ( 32.10 ) ​ ​ ( 21.00 ) ​ ​ ​ ( 21.00 ) ​ Change in fair value of warrant liability ​ 14.69 ​ ​ — ​ ​ ​ — ​ Change in fair value of earnout liability ​ 1.05 ​ ​ — ​ ​ ​ — ​ Transaction costs ​ 0.67 ​ ​ — ​ ​ ​ — ​ Other permanent items ​ ( 0.06 ) ​ ​ — ​ ​ ​ — ​ Tax credits ​ 0.89 ​ ​ — ​ ​ ​ — ​ Change in valuation allowance ​ ( 12.42 ) ​ ​ — ​ ​ ​ — ​ Effective tax rate ​ — % ​ — % ​ ​ — % ​ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss and tax credit carryforwards. There were no net deferred tax assets as of December 31, 2020 and no net deferred tax liabilities 113 Table of Contents as of December 31, 2021 and 2020. The significant components of the Company’s deferred tax assets as of December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) 2021 Deferred tax assets: ​ ​ ​ Investment in partnership ​ $ 115,667 Tax credit carryforwards ​ 513 Net operating loss carryforwards ​ ​ 6,048 Total deferred tax assets ​ ​ 122,228 Less valuation allowance ​ ​ ( 122,228 ) Deferred tax assets, net of valuation allowance ​ ​ — ​ In assessing the realization of the 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 December 31, 2021. As of December 31, 2021, EVgo had $ 22.0 million in Federal net operating losses with an indefinite carryforward period, tax credits of $ 0.5 million expiring in 2041 and state net operating losses with various expiration periods. ​ The Company files income tax returns in the U.S. Federal jurisdiction 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 December 31, 2021 and 2020, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties. ​ Note 20 – Share-Based Compensation The following table sets forth the Company’s total share-based compensation expense included in the Company’s consolidated statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ Predecessor ​ ​ ​ ​ January 16, ​ January 1, ​ ​ ​ ​ 2020 ​ 2020 ​ ​ Year Ended ​ Through ​ Through ​ ​ December 31, ​ December 31, ​ January 15, (in thousands) ​ 2021 ​ 2020 ​ 2020 Cost of sales $ 33 $ — $ — General and administrative ​ ​ 10,909 ​ ​ 929 ​ ​ 13 Total share-based compensation expense ​ $ 10,942 ​ $ 929 ​ $ 13 ​ Restricted Stock Units On July 1, 2021, concurrent with the closing of the CRIS Business Combination, the stockholders also approved the board-approved EVgo Inc. 2021 Long Term Incentive Plan (the “2021 Incentive Plan”), effective March 26, 2021 (the “Effective Date”). The 2021 Incentive Plan reserves 33,918,000 shares of Class A common stock for issuance to 114 Table of Contents employees, non-employee directors and other service providers. As of December 31, 2021, there were 31,962,759 shares of Class A common stock available for grant. The 2021 Incentive Plan provides for potential grants of: (i) incentive stock options qualified as such under U.S. Federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units (“RSUs”); (vi) vested stock awards; (vii) dividend equivalents; (viii) other share- or cash-based awards; (ix) cash awards; and (x) substitute awards. Unless earlier terminated by action of the Company’s Board of Directors, the 2021 Incentive Plan will terminate on the tenth anniversary of the Effective Date. RSUs typically vest annually over a period of three years from the date of grant. The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date. The table below represents the Company’s RSU activity under the 2021 Incentive Plan during the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ Average ​ ​ Number of ​ Grant Date (in thousands) ​ Shares ​ Fair Value Outstanding as of December 31, 2020 ​ — ​ $ — Granted ​ 1,988 ​ ​ 11.40 Forfeited ​ ( 33 ) ​ ​ 11.55 Outstanding as of December 31, 2021 ​ 1,955 ​ $ 11.40 ​ Total unrecognized share-based compensation expense related to RSUs was $ 13.4 million as of December 31, 2021, which will be recognized over a weighted average period of 1.5 years. Successor Incentive Units On or immediately prior to the Holdco Merger, the existing Predecessor Class C Profit Interest Units, which constituted profits interests held by Predecessor Management, and the related 2016 Plan were cancelled and terminated, respectively. Following the Holdco Merger, all employees of EVgo Services received share-based compensation in the form of units in EVgo Management, LLC (“EVgo Management”) that track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”). EVgo Holdings owned 100 % of EVgo Holdco from the Holdco Merger Date through the CRIS Business Combination. The Holdings LLCA provides for the issuance of a limited number of Incentive Units. Each Incentive Unit grants a profits interest in EVgo Holdings, which can generally be described as a participation interest whose right to receive distributions is determined by the cumulative amount of distributions (cash or in-kind) received by each outstanding Capital Unit in EVgo Holdings up to and including the date of a distribution. Distributions to the Incentive Unit holders are made solely from cash or property of EVgo Holdings. Incentive Unit holders have no claim as to the cashflow or assets of EVgo Holdco or EVgo Services. The Incentive Units are awarded pursuant to the Holdings LLCA, and consequently the limited liability agreement of EVgo Management and individual grant agreements. These agreements include limitations with respect to the distribution entitlements of such Incentive Units and limitations imposed in order to cause such Incentive Units to qualify as “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance. Specifically, such limitations were established such that any holder of Incentive Units will participate only in the post-grant appreciation in value of EVgo Holdings. As a result, the Incentive Units essentially have no value on the date of grant. Of each individual grant of Incentive Units, a portion are designated as time vesting (the “Time Vesting Incentive Units”) and remaining portion is designated as sale vesting (the “Sale Vesting Incentive Units”). The Time Vesting Incentive Units will vest annually and equally over a period of four years from the date of grant. Sale Vesting Incentive Units will vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings. 115 Table of Contents ​ The Company determined the Incentive Units and resulting profits interest to be equity-classified requiring application of ASC 718. Under ASC 718, share-based payment awards are initially measured at the fair value of the equity instruments that the entity is required to issue when the employee becomes entitled to the instrument (i.e., when all service, performance, market, and/or other conditions have been met). The estimate of fair value should be based on share price and other factors at the grant date and should incorporate the effect of any restrictions or conditions that continue in effect after the vesting date. For equity-classified awards, changes in the share price or other pertinent variable, such as volatility or the risk-free rate, subsequent to the grant date would not cause the fair value estimate to be remeasured. ​ The Company has elected to use the straight-line approach to recognize compensation cost for the Time Vesting Incentive Units awards. No compensation cost will be recognized for the Sale Vesting Incentive Units until such time that an event as described above occurs. The Company has elected to account for forfeitures as they occur. The Holdings LLCA provides for the issuance of 1,000,000 Incentive Units. Of each grant of Incentive Units, a portion are designated as Time Vesting Incentive Units and remaining portion are designated as Sale Vesting Incentive Units. Time Vesting Incentive Units will vest each year over a period of four years . 100 % of the Sale Vesting Incentive Units will vest upon the achievement of certain milestones related to “Sale of the Company.” The Company recognizes compensation cost for the Time Vesting Incentive Units awards on a straight-line basis. No compensation cost will be recognized for the Sale Vesting Incentive Units until such time that a Sale of the Company occurs. The Company has recorded expense related to the Time Vesting Incentive Units over the vesting term based on a fair value calculated using the Monte Carlo simulation model in conjunction with the Finnerty Model. The assumptions noted in the following table for the year ended December 31, 2021 and for the period from January 16, 2020 through December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 16, ​ ​ Year ​ 2020 ​ ​ Ended ​ through ​ ​ December 31, ​ December 31, ​ ​ 2021 ​ 2020 Annual risk-free rate of return ​ 0.32 % ​ 1.62 % Expected volatility ​ 37.2 % ​ 32.5 % Expected term ​ 4.0 years ​ ​ 5.0 years ​ Dividend yield ​ — % ​ — % ​ Presented below is a summary of the activity of the Company’s Incentive Units for the year ended December 31, 2021 and the period from January 16, 2020 through December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date (in thousands) ​ Units ​ Fair Value Granted on January 16, 2020 ​ 660 $ 9.44 Granted ​ 20 ​ $ 9.44 Forfeited ​ ( 40 ) $ 9.44 Outstanding at December 31, 2020 ​ 640 ​ $ 9.44 Granted ​ 143 ​ $ 51.11 Vested ​ ( 104 ) ​ $ 9.44 Forfeited ​ ( 20 ) ​ $ 18.77 Outstanding at December 31, 2021 ​ 659 ​ $ 18.19 ​ ​ ​ ​ ​ ​ Units vested at December 31, 2021 ​ 104 ​ $ 9.44 Units outstanding and expected to vest as of December 31, 2021 ​ 659 $ 18.19 ​ 116 Table of Contents As of December 31, 2021, there was $ 10.0 million of total unrecognized compensation cost related to nonvested Incentive Units, which is expected to be recognized over a weighted-average period of 2.6 years. Predecessor Share-Based Compensation Prior to the Holdco Merger Date, the primary purpose of Predecessor Management, which owned Class C Profit Interest Units of the Company, was to issue share-based compensation to employees and directors of the Predecessor. Accordingly, the expense related to awards granted under the 2016 Plan to employees and directors of the Predecessor is recorded as share-based compensation expense on the Company’s consolidated statements of operations. Prior to the Holdco Merger, Predecessor Management issued stock options (the “Options”) under the 2016 Plan. A maximum of 559,000 shares may be issued under the 2016 Plan. Options granted under the 2016 Plan are exercisable over a maximum term of 10 years from the date of grant. In general, the Options vest over a four-year period, with each Option becoming exercisable as to 25 % of the number of shares subject to the Option one year from the grant dates and exercisable as to an additional 6.25 % of the number shares subject to the Option every three months thereafter for an additional three years. The Company has recorded expense related to the Options over the vesting term based on a fair value calculated using the Black-Scholes model, with the input of the fair value of the underlying stock equal to the value of the common stock of Predecessor Management. The fair value of each Option award is estimated on the date of grant using the Black-Scholes Option Pricing Model using the assumptions noted in the following table for the year ended December 31, 2021 and the period from January 1, 2020 through January 15, 2020: ​ ​ ​ ​ ​ Annual risk-free rate of return ​ 1.87 % Expected volatility ​ 39.2 % Expected term ​ 7.0 years ​ Dividend yield ​ — % ​ The risk-free interest rate for periods within the contractual life of the Option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility of the Options granted was estimated using the historical volatility of comparable public companies as a substitute for the historical volatility of the Company’s common shares, which is not determinable without an active external or internal market. The expected term of Options granted represents the period of time that Options granted are expected to be outstanding. There was no Option activity during the period from January 1, 2020 through January 15, 2020. Options outstanding as of January 15, 2020 were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date (in thousands) ​ Options ​ Fair Value Outstanding at January 15, 2020 and December 31, 2019 ​ 466 $ 6.19 Options vested and exercisable at January 15, 2020 ​ 222 $ 6.19 Nonvested options outstanding at January 15, 2020 ​ 244 $ 6.19 ​ 117 Table of Contents Presented below is a summary of the activity of the Company’s nonvested Options for the period from January 1, 2020 through January 15, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date (in thousands) ​ Options ​ Fair Value Nonvested at January 1, 2020 ​ 247 $ 2.53 Vested ​ ( 3 ) ​ $ 2.53 Nonvested at January 15, 2020 ​ 244 $ 2.53 ​ The 2016 Plan was terminated as of the Holdco Merger Date and all nonvested and outstanding Options were cancelled and not replaced by any plan by the Successor. Share-based compensation expense was de minimis for the period from January 1, 2020 through January 15, 2020 and there was no further share-based compensation expense recorded after the Holdco Merger Date. ​ ​ ​ ​ ​ Note 21 – Net Loss Per Share Basic and diluted earnings per common share ( “ EPS ” ) are computed using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating securities, according to dividends declared and participation rights in undistributed earnings. The Company’s unvested Earnout Shares are considered participating securities because they are legally issued at the grant date and holders have a non-forfeitable right to receive dividends. ​ Basic EPS is generally calculated by dividing net income/loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is generally calculated by dividing net income/loss attributable to common stockholders adjusted for the effects of any dilutive securities by the weighted average number of common shares outstanding plus the additional dilution for all potentially dilutive securities. During loss periods, diluted loss per share is based on the weighted average number of common shares outstanding (basic), because the inclusion of common stock equivalents would be antidilutive. The following table sets forth the computation of basic and diluted earnings per share for the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands, except per share data) ​ 2021 Numerator ​ ​ ​ Net loss $ ( 57,762 ) Less: net loss attributable to noncontrolling interest ​ ​ ( 51,856 ) Net loss attributable to Class A common stockholders ​ ​ ( 5,906 ) Less: net loss attributable to participating securities ​ ​ ( 62 ) Net loss attributable to Class A common stockholders, basic and diluted ​ $ ( 5,844 ) ​ ​ ​ ​ Denominator ​ ​ ​ Weighted average common stock outstanding ​ ​ 68,734 Less: weighted average unvested Earnout Shares outstanding ​ ​ ( 719 ) Weighted average common stock outstanding, basic and diluted ​ ​ 68,015 ​ ​ ​ ​ Net loss per share – basic and diluted ​ $ ( 0.09 ) ​ Prior to the consummation of the CRIS Business Combination, EVgo OpCo was wholly owned by EVgo Holdings. In connection with the CRIS Business Combination, EVgo Holdings contributed all of the equity interests in EVgo Holdco to EVgo OpCo in exchange for 195,800,000 EVgo OpCo Units, the Company contributed all of its assets and 195,800,000 118 Table of Contents shares of Class B common stock to Thunder Sub, Thunder Sub transferred 195,800,000 shares of Class B common stock and the right to enter into the Tax Receivable Agreement to EVgo Holdings, and Thunder Sub contributed all of its remaining assets to EVgo OpCo in exchange for EVgo OpCo Units equal to the number of shares of Class A common stock outstanding. The Class B common stock owned by EVgo Holdings have been evaluated and are excluded from net income per share calculations as they do not participate in earnings or loss of the Company. Therefore, retrospective application of the conversion of these ownership interests into shares of Class B common stock would not result in an appropriate or meaningful presentation of EPS. Therefore, the EPS information presented only relates to the periods subsequent to the consummation of the CRIS Business Combination on July 1, 2021 and has not been presented for the period from January 16, 2020 through December 31, 2020 and the period from January 1, 2020 through January 15, 2020. ​ The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, restricted stock units and unvested Earnout Shares. For the periods in which EPS is presented, the following securities were excluded from the computation of diluted EPS since their impact would have been antidilutive: ​ ​ ​ ​ ​ ​ As of ​ ​ December 31, (in thousands) ​ 2021 Public Warrants ​ 14,949 Private Placement Warrants ​ 3,149 Restricted stock units ​ 1,955 ​ ​ 20,053 ​ Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS since their vesting threshold (i.e., the $ 15.00 Triggering Event) had not yet been met as of December 31, 2021. ​ Note 22 – Redeemable Noncontrolling Interest Upon completion of the CRIS Business Combination, EVgo Holdings owns, through a series of transactions, 195,800,000 EVgo OpCo Units, representing a 74.0 % economic ownership interest in EVgo OpCo, and a corresponding number of shares of Class B common stock, representing a 74.0 % voting interest in the Company. EVgo Holdings is entitled to one vote per share of Class B common stock but is not entitled to receive dividends or any assets upon liquidation, dissolution, distribution or winding-up of the Company. Each EVgo OpCo Unit is redeemable, together with one share of Class B common stock, for either one share of Class A common stock or, at EVgo OpCo’s election, the cash equivalent market value of one share of Class A common stock in accordance with the terms of the EVgo OpCo A&R LLC Agreement (see Note 12). The EVgo OpCo Units held by EVgo Holdings have been classified as redeemable noncontrolling interest in the Company. The cash redemption feature of the EVgo OpCo Units, together with a corresponding number of shares of Class B common stock, at the option of EVgo OpCo is considered outside of the control of the Company. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity , the EVgo OpCo Units are classified as temporary equity in the Company’s consolidated balance sheet. ​ The redeemable noncontrolling interest held by EVgo Holdings in EVgo OpCo, through its ownership of EVgo OpCo Units, was initially measured at its carrying amount on the CRIS Close Date. Net income or loss is attributed to the redeemable noncontrolling interest during each reporting period based on its ownership percentage, as appropriate. Subsequent to that, the redeemable noncontrolling interest is measured at its fair value (i.e., based on the Class A stock price) at the end of each reporting period, with the remeasurement amount being no less than the initial carrying amount, as adjusted for the redeemable noncontrolling interest’s share of net income or loss. The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss. ​ 119 Table of Contents The table below presents the reconciliation of changes in redeemable noncontrolling interest for the period from the CRIS Close Date through December 31, 2021: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of July 1, 2021 $ — Redeemable noncontrolling interest resulting from the CRIS Business Combination 436,739 Net income attributable to redeemable noncontrolling interest for the period ( 16,824 ) Equity-based compensation attributable to redeemable noncontrolling interest during the period 1,040 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end 1,525,297 Balance as of December 31, 2021 $ 1,946,252 ​ ​ 120 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.