EVgo Inc. 10-Q

Item 1. Financial Statements. EVgo Inc. and Subsidiaries ​ Condensed Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 (in thousands) ​ (unaudited) ​ ​ Assets ​ ​ ​ Current assets ​ ​ ​ Cash and restricted cash $ 441,079 ​ $ 484,881 Accounts receivable, net ​ 2,815 ​ 2,559 Accounts receivable, capital build ​ 7,902 ​ 9,621 Receivable from related party ​ — ​ 1,500 Prepaid expenses ​ ​ 4,168 ​ ​ 6,395 Other current assets ​ 1,414 ​ 1,389 Total current assets ​ 457,378 ​ 506,345 Property, equipment and software, net ​ 166,134 ​ 133,282 Right-of-use assets, net ​ ​ 23,753 ​ ​ — Restricted cash ​ ​ 300 ​ ​ 300 Other assets ​ 2,698 ​ 3,115 Intangible assets, net ​ 69,323 ​ 72,227 Goodwill ​ 31,052 ​ 31,052 Total assets ​ $ 750,638 ​ $ 746,321 ​ ​ ​ ​ ​ ​ ​ Liabilities, redeemable noncontrolling interest and stockholders’ deficit Current liabilities ​ ​ ​ Accounts payable ​ $ 8,442 ​ $ 2,946 Payables to related parties ​ 25 ​ — Accrued liabilities ​ 28,929 ​ 27,078 Lease liabilities, current ​ ​ 3,004 ​ ​ — Deferred revenue, current ​ 4,634 ​ 5,144 Customer deposits ​ 10,730 ​ 11,592 Other current liabilities ​ 164 ​ 111 Total current liabilities ​ 55,928 ​ 46,871 Lease liabilities, noncurrent ​ ​ 19,621 ​ ​ — Earnout liability, at fair value ​ ​ 7,475 ​ ​ 5,211 Asset retirement obligations ​ 14,074 ​ 12,833 Capital-build liability ​ 24,385 ​ 23,169 Deferred revenue, noncurrent ​ 21,658 ​ 21,709 Warrant liability, at fair value ​ ​ 71,334 ​ ​ 48,461 Other liabilities ​ — ​ 146 Total liabilities ​ 214,475 ​ 158,400 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Balance Sheets (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2022 2021 (in thousands, except share data) ​ (unaudited) ​ ​ Redeemable noncontrolling interest ​ ​ 2,517,988 ​ ​ 1,946,252 Stockholders’ deficit ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; none issued and outstanding ​ ​ — ​ ​ — Class A common stock, $ 0.0001 par value; 1,200,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 68,269,448 and 68,020,630 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of March 31, 2022 and December 31, 2021, respectively ​ ​ 7 ​ ​ 7 Class B common stock, $ 0.0001 par value; 400,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 195,800,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 ​ ​ 20 ​ ​ 20 Accumulated deficit ​ ​ ( 1,981,852 ) ​ ​ ( 1,358,358 ) Total stockholders’ deficit ​ ( 1,981,825 ) ​ ( 1,358,331 ) Total liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ $ 750,638 ​ $ 746,321 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents ​ EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Operations (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Three Months ​ ​ Ended ​ Ended ​ ​ March 31, ​ March 31, (in thousands, except per share data) ​ 2022 ​ 2021 Revenue $ 7,700 $ 3,569 Revenue from related party ​ ​ — ​ ​ 561 Total revenue ​ ​ 7,700 ​ ​ 4,130 Cost of revenue ​ ​ 4,846 ​ ​ 3,361 Depreciation and amortization ​ ​ 3,454 ​ ​ 2,447 Cost of sales ​ ​ 8,300 ​ ​ 5,808 Gross loss ​ ​ ( 600 ) ​ ​ ( 1,678 ) ​ ​ ​ ​ ​ ​ ​ General and administrative ​ ​ 25,428 ​ ​ 12,004 Depreciation, amortization and accretion ​ ​ 3,887 ​ ​ 2,510 Total operating expenses ​ ​ 29,315 ​ ​ 14,514 Operating loss ​ ​ ( 29,915 ) ​ ​ ( 16,192 ) ​ ​ ​ ​ ​ ​ ​ Interest expense, related party ​ ​ — ​ ​ ( 876 ) Interest income ​ ​ 55 ​ ​ 0 Other (expense) income, net ​ ​ ( 263 ) ​ ​ 458 Change in fair value of earnout liability ​ ​ ( 2,264 ) ​ ​ — Change in fair value of warrant liability ​ ​ ( 22,874 ) ​ ​ — Total other expense, net ​ ​ ( 25,346 ) ​ ​ ( 418 ) Loss before income tax expense ​ ​ ( 55,261 ) ​ ​ ( 16,610 ) Income tax expense ​ ​ ( 5 ) ​ ​ ( 0 ) Net loss ​ ​ ( 55,266 ) ​ ​ ( 16,610 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 40,867 ) ​ ​ ( 16,610 ) Net loss attributable to Class A common stockholders ​ $ ( 14,399 ) ​ $ — ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.21 ) ​ ​ N/A Weighted-average basic and diluted shares used in computation of earnings per share ​ ​ 68,023 ​ ​ N/A ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ 8 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Stockholders’ and Member’s Equity (Deficit) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ (in thousands) Shares ​ Amount Shares ​ Amount Capital Deficit Deficit Balance, December 31, 2021 68,021 $ 7 ​ 195,800 $ 20 $ — $ ( 1,358,358 ) $ ( 1,358,331 ) Share-based compensation ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,999 ​ ​ — ​ ​ 2,999 Warrants exercised ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2 ​ ​ — ​ ​ 2 Release of warrant liability ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ 0 Issuance of stock under share-based compensation plans, including income tax effect ​ 248 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Non-controlling interest adjustment to fair value ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,001 ) ​ ​ ( 609,095 ) ​ ​ ( 612,096 ) Net loss 1 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 14,399 ) ​ ​ ( 14,399 ) Balance, March 31, 2022 ​ 68,269 ​ $ 7 ​ ​ 195,800 ​ $ 20 ​ $ — ​ $ ( 1,981,852 ) ​ $ ( 1,981,825 ) ​ 1 Excludes $ 40.9 million of net loss attributable to redeemable noncontrolling interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LLC Interests ​ Paid-In ​ Accumulated ​ Member’s (in thousands) ​ ​ ​ ​ Shares Amount Capital Deficit ​ Equity 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 ​ ​ ​ ​ ​ ​ ​ — ​ ​ — ​ ​ 480 ​ ​ — ​ ​ 480 Net loss ​ ​ ​ ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 16,610 ) ​ ​ ( 16,610 ) Balance, March 31, 2021 ​ ​ ​ ​ ​ ​ ​ 195,800 ​ $ 136,348 ​ $ 1,409 ​ $ ( 64,400 ) ​ $ 73,357 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 9 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Cash Flows (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Three Months ​ ​ Ended ​ Ended ​ ​ March 31, ​ March 31, (in thousands) ​ 2022 ​ 2021 Cash flows from operating activities ​ ​ ​ Net loss ​ $ ( 55,266 ) ​ $ ( 16,610 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities ​ ​ ​ ​ ​ Depreciation, amortization and accretion ​ 7,341 ​ ​ 4,957 Net loss on disposal of property and equipment ​ 1,010 ​ ​ 231 Share-based compensation ​ 3,506 ​ ​ 480 Interest expense, related party ​ ​ — ​ ​ 876 Change in fair value of earnout liability ​ ​ 2,264 ​ ​ — Change in fair value of warrant liability ​ ​ 22,874 ​ ​ — Other ​ ​ 288 ​ ​ 33 Changes in operating assets and liabilities ​ ​ ​ ​ ​ Accounts receivable, net ​ ( 257 ) ​ ​ 175 Receivables from related parties ​ 1,499 ​ ​ ( 31 ) Prepaid expenses and other current and noncurrent assets ​ 3,538 ​ ​ ( 1,887 ) Operating lease assets and liabilities, net ​ ​ ( 2,135 ) ​ ​ — Accounts payable ​ 154 ​ ​ ( 708 ) Payables to related parties ​ 25 ​ ​ 1,386 Accrued liabilities ​ ( 2,596 ) ​ ​ ( 440 ) Deferred revenue ​ ( 561 ) ​ ​ 20,553 Customer deposits ​ ( 862 ) ​ ​ ( 865 ) Other current and noncurrent liabilities ​ ( 653 ) ​ ​ ( 370 ) Net cash (used in) provided by operating activities ​ ( 19,831 ) ​ ​ 7,780 Cash flows from investing activities ​ ​ ​ ​ ​ Purchases of property, equipment and software ​ ​ ( 28,274 ) ​ ​ ( 7,827 ) Proceeds from insurance for property losses ​ ​ 202 ​ ​ — Net cash used in investing activities ​ ( 28,072 ) ​ ​ ( 7,827 ) Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from note payable, related party ​ — ​ ​ 17,000 Proceeds from exercise of warrants ​ ​ 2 ​ ​ — Capital-build funding, net ​ 4,099 ​ ​ — Payment of transaction costs for CRIS Business Combination ​ ​ — ​ ​ ( 1,272 ) Net cash provided by financing activities ​ 4,101 ​ ​ 15,728 Net (decrease) increase in cash and restricted cash ​ ( 43,802 ) ​ ​ 15,681 Cash and restricted cash, beginning of period ​ 485,181 ​ ​ 7,914 Cash and restricted cash, end of period ​ $ 441,379 ​ $ 23,595 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 10 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Cash Flows (continued) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ Three Months ​ ​ Ended ​ ​ Ended ​ ​ March 31, ​ ​ March 31, (in thousands) ​ 2022 ​ ​ 2021 Supplemental disclosure of noncash investing and financing activities ​ ​ ​ ​ ​ Accrued transaction costs for CRIS Business Combination ​ $ 182 ​ $ 3,411 Asset retirement obligations incurred ​ $ 1,001 ​ $ 628 Non-cash increase in accounts receivable, capital-build and capital-build liability ​ $ 2,380 ​ $ 812 Purchases of property and equipment in accounts payable and accrued liabilities ​ $ 24,454 ​ $ 4,830 Fair value adjustment to redeemable noncontrolling interest ​ $ 612,096 ​ $ — ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 11 Table of Contents EVgo Inc. and Subsidiaries ​ Notes to Condensed Consolidated Financial Statements (unaudited) Note 1 – Description of Business and Nature of Operations EVgo owns and operates a public direct current (“DC”) fast charging network in the United States (“U.S.”). EVgo was founded in October 2010 as NRG EV Services, LLC, a Delaware corporation and wholly owned subsidiary of NRG Energy, Inc., an integrated power company based in Houston, Texas. EVgo’s network of charging stations provides 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 partners with national and regional chains of grocery stores, automotive original equipment manufacturers (“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. 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 condensed consolidated financial statements are unaudited and prepared in accordance with GAAP for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’ and member’s equity and condensed consolidated statements of cash flows for the periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”). 12 Table of Contents GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Based on their nature, magnitude and timing, certain subsequent events may be required to be reflected in the condensed consolidated financial statements at the balance sheet date and/or required to be disclosed in the notes to the condensed consolidated financial statements. The Company has evaluated subsequent events accordingly. Reclassifications 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. 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 condensed consolidated balance sheets, condensed consolidated statements of stockholders’ and member’s equity (deficit), and the condensed 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 three months ended March 31, 2022 ​ ​ Computed under previous method $ 10,035 $ 23,693 Change in presentation ​ ( 1,735 ) ​ 1,735 As adjusted ​ $ 8,300 ​ $ 25,428 ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2021 ​ ​ As previously reported $ 6,740 $ 11,072 Change in presentation ​ ( 932 ) ​ 932 As adjusted ​ $ 5,808 ​ $ 12,004 ​ The Company has also made certain reclassifications to prior period amounts to conform to current period presentation. Use of Estimates The preparation of condensed 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 secured by the Federal Deposit Insurance Corporation up to $ 250,000 . At various times throughout the period, the Company had uninsured balances. The Company has not experienced any losses on such accounts and believes it is not 13 Table of Contents 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 three customers that comprised 46.6 % of the Company’s total accounts receivable as of March 31, 2022. The Company had two customers that comprised 32.4 % of the Company’s total accounts receivable as of December 31, 2021. For the three months ended March 31, 2022 and 2021, two customers represented 28.6 % and two customers represented 34.5 % of total revenue, respectively. For the three months ended March 31, 2022, EVgo had four vendors that provided 84.3 % of total charging equipment and services to the Company. For the three months ended March 31, 2021, EVgo had three vendors that provided 62.3 % of total charging equipment and services to the Company. Cash and Restricted Cash Cash and restricted cash include cash held in cash depository accounts in major banks in the U.S. and are stated at cost. 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 classified as restricted cash. The Company had unused letters of credit of $ 0.7 million, as of March 31, 2022 and 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. 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 $ 0.8 million and $ 0.7 million as of March 31, 2022 and December 31, 2021, respectively. Newly Adopted 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 requires lessees to report most leases as assets and liabilities on the balance sheet. The Company adopted ASC 842 effective January 1, 2022, using the modified retrospective transition method as allowed under ASU 2018-11, Leases (Topic 842): Targeted Improvements , which includes the ability for the Company to recognize the cumulative effect of the adoption being recorded as an adjustment to retained earnings on the adoption date. The Company elected to apply the package 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 did not elect the hindsight practical expedient. The Company also elected to recognize leases with an initial term of 12 months or less on a straight-line basis without recognizing a right-of-use asset or lease liability. As of the adoption date, the Company recorded operating lease right-of-use assets and operating lease liabilities of $ 19.1 million and $ 18.4 million, respectively. The difference between the right-of-use assets and lease liabilities was primarily due to existing prepaid and accrued rent balances. There was no impact to opening retained earnings as a result of the Company’s adoption of the guidance. The adoption of this standard for both lessee and lessor accounting did not materially impact the Company’s condensed consolidated statements of cash flows or operating loss in the Company’s condensed consolidated statements of operations. Refer to Note 5 for additional information. 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 14 Table of Contents Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). 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. The Company adopted ASU 2021-04 as of January 1, 2022, to be applied prospectively to modifications or exchanges occurring after the effective date, which did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. Recently Issued Accounting Standards 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 ASC 326 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 condensed consolidated financial statements. 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 Topic 606, Revenue From Contracts With Customers (“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 will be effective for the Company’s financial statements as of and for the year ended December 31, 2022. The Company does not expect this accounting guidance to materially impact its consolidated results of operations or financial position. ​ Note 3 – Business Combination PlugShare LLC On July 9, 2021, the Company entered into the PlugShare Agreement to acquire 100 % of the outstanding common stock of PlugShare (f/k/a Recargo, Inc.). Effective as of December 29, 2021, Recargo Inc., a California corporation, converted into EVgo Recargo, LLC, a California limited liability company. Effective as of March 16, 2022, EVgo Recargo, LLC changed its name to PlugShare LLC. PlugShare 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 PlugShare will allow it to expand its revenue base and will result in certain synergies within its operations. The Company accounted for the acquisition of PlugShare 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 15 Table of Contents 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 PlugShare Agreement, none of which were contingent upon future financial results. The following unaudited pro forma financial information presents consolidated revenue and net loss for the period indicated as if the PlugShare acquisition had occurred on January 1, 2021: ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) ​ 2021 Pro forma revenue ​ $ 4,505 Pro forma net loss ​ $ ( 17,481 ) ​ The above unaudited pro forma results have been calculated by combining the historical results of the Company and PlugShare, as if the acquisition had occurred as of the beginning of the earliest period presented in the Company’s condensed 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. ​ Note 4 – Revenue Recognition Disaggregation of Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three ​ Three ​ ​ Months Ended ​ Months Ended ​ ​ March 31, ​ March 31, (in thousands) 2022 2021 Charging revenue, retail $ 3,502 $ 1,803 Charging revenue, OEM ​ 151 ​ 332 Charging revenue, commercial ​ 709 ​ 491 Network revenue, OEM ​ 490 ​ 532 Ancillary revenue ​ 1,470 ​ 403 Regulatory credit sales ​ 1,378 ​ 569 Total revenue ​ $ 7,700 ​ $ 4,130 ​ The following table provides information about contract assets and liabilities from contracts with customers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (in thousands) ​ 2022 ​ 2021 Contract assets ​ $ — ​ $ 32 Contract liabilities ​ 37,022 ​ 38,445 ​ 16 Table of Contents The following table provides the activity for contract liabilities during the period presented: ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) ​ 2022 Balance as of December 31, 2021 ​ $ 38,445 Additions ​ 377 Recognized in revenue ​ ( 1,276 ) Marketing activities ​ ( 524 ) Balance as of March 31, 2022 ​ $ 37,022 ​ It is anticipated that deferred revenue as of March 31, 2022 will be recognized for the years ending December 31, as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2022 ​ $ 1,481 2023 ​ 1,219 2024 ​ 687 2025 ​ 7 ​ ​ $ 3,394 ​ 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 wholly unsatisfied performance obligations is not required. Under these contracts, variability arises as both volume and pricing are not known until the product is delivered. As of March 31, 2022 and December 31, 2021, there was $ 22.9 million in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets. ​ ​ Note 5 – Lease Accounting As disclosed in Note 2, the Company adopted ASC 842, which governs the accounting for the Company’s leases, effective January 1, 2022. As a lessee, the Company enters into agreements with various Site Hosts, which allow the Company to lease space to operate the charging stations on their property, and with various parties to lease its office and laboratory space. The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with an initial contractual term in excess of 12 months, the Company records the related operating or finance right-of-use asset and lease liability. Some leases also include renewal and/or early termination options, which can be exercised under specific conditions. Renewal and termination options are not included in the measurement of the right-of-use assets and lease liabilities unless the Company is reasonably certain to exercise the options. ​ The Company’s lease agreements primarily require lease payments based on a minimum annual rental amount, a percentage of annual sales volume, periodic adjustments related to inflation or a combination of such lease payments. The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes. Lease liabilities are recognized at the present value of the fixed lease payments using an implicit rate and, if not available, an incremental borrowing rate based on estimated collateralized borrowings available to the Company. The Company incurs initial direct costs and landlord incentives that increase or decrease the calculated right-of-use asset, respectively. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. The Company considers variable lease payments generally as revenue sharing and expenses them as incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. ​ 17 Table of Contents As a lessor, the Company has entered into agreements to lease charging equipment, charging stations and other technical installations or sublease properties leased from Site Hosts to third parties. The Company, at the inception of a lease contract, determines if it is an operating, sales-type or direct financing lease. The leases provide for fixed monthly payments and sometimes include provisions for contingent variable rent based on number of charging sessions and minutes used, which are recognized when earned. Fixed payments received under lease agreements for operating leases are recognized on a straight-line basis over the lease term and are reported in revenue in the condensed consolidated statements of operations. Lessee Accounting The Company has entered into agreements with Site Hosts, which allow the Company to operate the charging stations on the Site Hosts’ property. Additionally, the Company leases offices and laboratory space under agreements with third-party landlords. The agreements with the Site Hosts and landlords are deemed to be operating leases and contain terms ranging from one to 10 years . Certain leases contain renewal options that can extend the term from one to seven years . The Company has not entered into any finance leases. As of March 31, 2022, the components of the Company’s leases are as follows: ​ ​ ​ ​ ​ ​ ​ March 31, (in thousands) ​ 2022 Assets ​ ​ ​ Right-of-use assets, net ​ $ 23,753 ​ ​ ​ ​ Liabilities ​ ​ ​ Lease liabilities, current ​ $ 3,004 Lease liabilities, noncurrent ​ ​ 19,621 Total lease liabilities ​ $ 22,625 ​ In addition to the amounts disclosed above, the Company has estimated additional operating lease commitments of $ 34.7 million for leases where the Company has not yet taken possession of the underlying asset as of March 31, 2022. As such, the related operating lease right-of-use assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of March 31, 2022. For the three months ended March 31, 2022, the Company’s lease costs consisted of the following: ​ ​ ​ ​ ​ ​ ​ Three ​ ​ Months Ended ​ ​ March 31, (in thousands) ​ 2022 Operating lease costs 1 ​ ​ ​ Cost of sales ​ $ 361 Selling, general and administrative expenses ​ ​ 673 Variable lease costs ​ ​ ​ Cost of sales ​ ​ 90 Selling, general and administrative expenses ​ ​ 21 Short-term lease costs ​ ​ 12 ​ ​ $ 1,157 1 Rental expense for all property and equipment operating leases was $ 0.5 million for the three months ended March 31, 2021. 18 Table of Contents As of March 31, 2022, the maturities of operating lease liabilities for the years ending December 31, are as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2022 ​ $ 3,068 2023 ​ ​ 4,605 2024 ​ ​ 4,080 2025 ​ ​ 3,109 2026 ​ ​ 2,686 2027 ​ ​ 2,403 Thereafter ​ ​ 8,274 Total undiscounted operating lease payments ​ ​ 28,225 Less: imputed interest ​ ​ ( 5,600 ) Total discounted operating lease liabilities ​ $ 22,625 ​ The following table shows future minimum payments under noncancellable operating leases with initial terms of greater than one year, based on the expected due dates of the various installments as of December 31, 2021, as previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, prior to the adoption of ASC 842: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2022 ​ $ 3,486 2023 ​ ​ 3,515 2024 ​ ​ 2,987 2025 ​ ​ 2,093 2026 ​ ​ 1,767 Thereafter ​ ​ 5,570 ​ ​ $ 19,418 ​ Other supplemental information, as of March 31, 2022, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ March 31, (dollars in thousands) ​ 2022 Weighted-average remaining lease term ​ 7.6 years ​ Weighted-average discount rate ​ ​ 5.71 % ​ ​ Other supplemental cash flow information, for the three months ended March 31, 2022, consisted of the following: ​ ​ ​ ​ ​ ​ ​ Three ​ ​ Months Ended ​ ​ March 31, (in thousands) ​ 2022 Cash paid for amounts included in measurement of operating lease liabilities ​ $ 910 Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 5,008 ​ Lessor Accounting The Company leases charging equipment, charging stations and other technical installations and subleases properties leased from Site Hosts to third parties under operating leases where EVgo is the lessor. Initial lease terms are generally one to three years with renewal options. Since the leasing arrangements the Company enters into with lessees are operating leases, the underlying asset is carried at its carrying value as owned and operated systems within property, equipment and software, net, on the condensed consolidated balance sheets and is depreciated to estimated residual value over its expected useful life. 19 Table of Contents For the three months ended March 31, 2022, the Company’s lease income consisted of the following components: ​ ​ ​ ​ ​ ​ ​ Three ​ ​ Months Ended ​ ​ March 31, (in thousands) ​ 2022 Operating lease income: ​ ​ ​ Fixed lease income ​ $ 261 Variable lease income ​ ​ 170 Total lease income 1 ​ $ 431 1 Lease income was $ 0.4 million for the three months ended March 31, 2021. As of March 31, 2022, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the fiscal years ending December 31, are as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2022 ​ $ 677 2023 ​ ​ 480 2024 ​ ​ 480 2025 ​ ​ 480 2026 ​ ​ 240 ​ ​ $ 2,357 ​ The components of charging equipment and charging stations leased to third parties under operating leases and which are included within the Company’s property, equipment and software, net, are as follows: ​ ​ ​ ​ ​ ​ ​ March 31, (in thousands) ​ 2022 Charging station equipment and construction costs ​ $ 4,065 Less: accumulated depreciation ​ ​ ( 775 ) ​ ​ $ 3,290 ​ ​ ​ ​ ​ Note 6 – Property, Equipment and Software, Net Property, equipment and software, net, consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (in thousands) 2022 2021 Construction in process ​ $ 58,663 ​ $ 39,116 Charging equipment ​ 8,090 ​ 8,611 Charging station equipment ​ 49,211 ​ 42,799 Charging station installation costs ​ ​ 75,195 ​ ​ 63,932 Software ​ ​ 6,137 ​ ​ 5,295 Office equipment and vehicles ​ 1,051 ​ 846 ​ ​ 198,347 ​ 160,599 Less accumulated depreciation and amortization ​ ( 32,213 ) ​ ( 27,317 ) Total property, equipment and software, net ​ $ 166,134 ​ $ 133,282 ​ 20 Table of Contents Depreciation and amortization expense consisted of the following for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ March 31, (in thousands) 2022 2021 Cost of sales Depreciation of property and equipment $ 4,618 ​ $ 3,243 Amortization of capital-build liability ​ ( 1,164 ) ​ ​ ( 796 ) General and administrative expenses ​ ​ ​ ​ ​ Depreciation of property and equipment ​ 63 ​ ​ 34 Amortization of software ​ 461 ​ ​ — ​ $ 3,978 ​ $ 2,481 ​ ​ ​ ​ Note 7 – Intangible Assets, Net Intangible assets, net, consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ Net ​ Average ​ ​ Carrying ​ Accumulated ​ Carrying ​ Amortization (in thousands) Amount Amortization Value Period Trade name $ 5,000 $ ( 614 ) $ 4,386 14.4 years Host relationships ​ 41,500 ​ ( 7,642 ) ​ 33,858 9.9 years Customer relationships ​ 19,000 ​ ( 9,027 ) ​ 9,973 2.6 years Developed technology ​ 14,000 ​ ( 1,898 ) ​ 12,102 12.4 years User base ​ ​ 11,000 ​ ​ ( 1,996 ) ​ ​ 9,004 ​ 3.4 years ​ ​ $ 90,500 ​ $ ( 21,177 ) ​ $ 69,323 ​ ​ ​ ​ Amortization of intangible assets was $ 2.9 million and $ 2.1 million for the three months ended March 31, 2022 and 2021, respectively. ​ ​ ​ Note 8 – 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 $ 0.5 million and $ 0.3 million for the three months ended March 31, 2022 and 2021, respectively. Asset retirement obligation activity for the three months ended March 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ March 31, (in thousands) ​ ​ 2022 Beginning balance ​ $ 12,833 Liabilities incurred ​ 1,001 Accretion expense ​ 459 Liabilities settled ​ ( 219 ) Ending balance ​ $ 14,074 ​ Note 9 – 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 21 Table of Contents 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. 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 March 31, 2022, 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 56 sites, which would result in an 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 (the “GM Agreement”) with General Motors (“GM”) 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. 22 Table of Contents 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 31, 2022, there were approximately 2,600 stalls that had been approved by GM, of which approximately 2,100 stalls were already in the active engineering and construction development pipeline. As of March 31, 2022, EVgo had 13 stalls left to install in order to meet its charger-installation milestone. EVgo is required to open to the public 363 additional stalls by June 30, 2022, or GM will have the right, if it so chooses, to send EVgo a stall count breach notice, which would trigger a cure period through September 30, 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. ​ 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. Although the Company is not currently facing any material 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 10 – Related Party Transactions Receivable from Related Party As of December 31, 2021, the Company had a $ 1.5 million receivable from EVgo Holdings for its indemnification relating to a matter settled between SAF Partners II, LLC and EV Holdings Investments, LLC. Payables to Related Parties As of March 31, 2022, the Company owed $ 25,000 for tax refunds received on behalf of EVgo Holdings and EVgo Management Holdings, LLC. 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 of the Federal Reserve discount rate plus 7.0 % (compounded annually) with a maturity date of January 16, 2027. The 23 Table of Contents Demand Note was secured by the assets of EVgo Holdco and did not have a stated credit limit. For the three months ended March 31, 2022, the Company incurred no interest expense while interest expense incurred was $ 0.9 million for the three months ended March 31, 2021. 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. Consulting Services LS Power Equity Advisors, LLC provides consulting and corporate development services to the Company from time to time. There were no such services rendered during the three months ended March 31, 2022. The Company recorded $ 0.7 million for consulting and corporate development services rendered by LS Power Equity Advisors, LLC to general and administrative expenses in the condensed consolidated statement of operations for the three months ended March 31, 2021. Low Carbon Fuel Standards The Company may enter into agreements to facilitate the purchase and sale of California Low Carbon Fuel Standard Credits (“LCFS”) with a subsidiary of LS Power at prevailing market prices. For the three months ended March 31, 2022, the Company recognized no regulatory credit income through the LCFS trading program with LS Power’s subsidiary. For the three months ended March 31, 2021, the Company recognized $ 0.6 million of such regulatory credit income, which is included in revenue from related party in the condensed consolidated statement of operations. ​ Note 11 – 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 minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value as of March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, (in thousands) ​ ​ Level ​ 2022 Earnout liability 3 ​ ​ $ 7,475 Warrant liability – Public Warrants ​ ​ 1 ​ ​ $ 58,449 Warrant liability – Private Placement Warrants ​ ​ 3 ​ ​ $ 12,885 ​ The warrants are accounted for as liabilities in accordance with ASC 815 and are presented as warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the condensed 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 12). As of March 31, 2022 and December 31, 2021, 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. There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of March 31, 2022 or December 31, 2021. 24 Table of Contents The following table presents a reconciliation for all liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant ​ ​ Earnout (in thousands) ​ Liability ​ ​ Liability Fair value as of December 31, 2021 ​ $ 8,847 ​ ​ $ 5,211 Change in fair value of liability ​ ​ 4,038 ​ ​ ​ 2,264 Fair value as of March 31, 2022 ​ $ 12,885 ​ ​ $ 7,475 ​ ​ ​ ​ Note 12 – Warrant Liability ​ Assumptions used in the valuation of the Private Placement Warrant liability are as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 Stock price $ 12.86 Risk-free interest rate ​ ​ 2.43 % Expected term ​ ​ 4.3 years ​ Expected volatility ​ ​ 75 % Dividend rate ​ ​ — % Exercise price ​ $ 11.50 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2022. ​ Note 13 – Earnout Liability The estimated fair value of the 1,437,500 shares of Class A common stock held by the Company’s initial stockholders that are subject to potential forfeiture (the “Earnout Shares”) issued and outstanding at the closing of the CRIS Business Combination on the CRIS Close Date 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 between the CRIS Close Date and the five-year anniversary of the CRIS Close Date using the most reliable information available. On July 2, 2021, the volume-weighted average price (“VWAP”) of shares of Class A common stock equaled or exceeded $ 12.50 for 20 trading days within a 30-trading day period within five years of the CRIS Close Date 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 to the 718,750 Earnout Shares subject to a VWAP of $ 15.00 (the “$ 15.00 Triggering Event”) originally valued at $ 8.8 million was remeasured to $ 5.2 million as of December 31, 2021 and to $ 7.5 million as of March 31, 2022. The change in fair value of the earnout liability resulted in a loss of $ 2.3 million recognized in the condensed consolidated statement of operations for the three months ended March 31, 2022 (see Note 11). Assumptions used in the valuation of the earnout liability are as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 Stock price $ 12.86 Expected volatility ​ ​ 75 % Risk-free interest rate ​ ​ 2.43 % Expected term (years) ​ ​ 1.9 years ​ Dividend rate ​ ​ — % ​ ​ ​ ​ ​ Note 14 – Income Taxes The Company’s provision for income taxes consists primarily of income taxes, in federal and state jurisdictions where EVgo OpCo and its subsidiaries conduct business, that are incurred by the Company as a result of the Company’s 25 Table of Contents ownership interest in EVgo OpCo. For the three months ended March 31, 2022 and 2021, the Company’s provision for income taxes and effective tax rate were deemed to be de minimis. Prior to July 1, 2021, EVgo Holdco and its subsidiaries were not taxable entities for U.S. federal income tax purposes or for any of the states in which such entities operated. On July 1, 2021, pursuant to the CRIS Business Combination, the Company acquired an interest in EVgo Holdco and its subsidiaries through EVgo OpCo, and the Company’s allocable share of EVgo OpCo’s income became subject to U.S. federal and state income taxes in jurisdictions in which EVgo OpCo and its subsidiaries operate. ​ In assessing the realization of its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Management considered all available material evidence, both positive and negative, in assessing the appropriateness of a valuation allowance for the Company’s deferred tax assets, including the generation of future taxable income, the scheduled reversal of deferred tax liabilities and other available material evidence. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance against its net deferred tax assets as of March 31, 2022 and December 31, 2021 . ​ In addition, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties as of March 31, 2022 or December 31, 2021. ​ Note 15 – Tax Receivable Agreement In connection with the CRIS Business Combination, EVgo entered into 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) (the “Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company Group actually realizes or is deemed to realize in certain circumstances after the CRIS Business Combination as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of the TRA Holders’ EVgo OpCo Units pursuant to the CRIS Business Combination or the exercise of the redemption or call rights set forth in the EVgo OpCo A&R LLC Agreement and (ii) imputed interest deemed to be paid by the Company Group as a result of, and additional tax basis arising from, any payments the Company Group makes under the Tax Receivable Agreement. The Company Group will retain the benefit of any remaining net cash savings. If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement, and (ii) that any EVgo OpCo Units (other than those held by the Company Group) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date). ​ Amounts payable by the Company under the Tax Receivable Agreement are accrued through a charge to income when it is probable that a liability has been incurred and the amount is estimable. As of March 31, 2022 and December 31, 2021, no transactions have occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement. ​ 26 Table of Contents Note 16 – Net Loss Per Share The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2022: ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands, except per share data) ​ 2022 Numerator ​ ​ ​ Net loss $ ( 55,266 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 40,867 ) Net loss attributable to Class A common stockholders ​ ​ ( 14,399 ) Less: net loss attributable to participating securities ​ ​ ( 151 ) Net loss attributable to Class A common stockholders, basic and diluted ​ $ ( 14,248 ) ​ ​ ​ ​ Denominator ​ ​ ​ Weighted average common stock outstanding ​ ​ 68,742 Less: weighted average unvested Earnout Shares outstanding ​ ​ ( 719 ) Weighted average common stock outstanding, basic and diluted ​ ​ 68,023 ​ ​ ​ ​ Net loss per share – basic and diluted ​ $ ( 0.21 ) ​ 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 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 shares of 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 earnings (loss) per common share (“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 three months ended March 31, 2021. ​ 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 period 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 March 31, 2022: ​ ​ ​ ​ (in thousands) ​ March 31, 2022 Public Warrants ​ 14,949 Private Placement Warrants ​ 3,149 Restricted stock units ​ 1,781 ​ ​ 19,879 ​ Additionally, 718,750 unvested Earnout Shares (participating securities, as noted above) 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 March 31, 2022. ​ 27 Table of Contents Note 17 – Share-Based Compensation The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ ​ March 31, ​ March 31, ​ (in thousands) ​ 2022 ​ 2021 ​ Cost of sales $ 11 $ 3 General and administrative ​ ​ 3,495 ​ ​ 477 ​ Total share-based compensation expense ​ $ 3,506 ​ $ 480 ​ ​ ​ Note 18 – Redeemable Noncontrolling Interest As of March 31, 2022, EVgo Holdings owns 195,800,000 EVgo OpCo Units, representing a 73.9 % economic ownership interest in EVgo OpCo, and a corresponding number of shares of Class B common stock, representing a 73.9 % 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. The EVgo OpCo Units held by EVgo Holdings have been classified as a redeemable noncontrolling interest in the Company. The cash redemption feature of the EVgo OpCo Units, together with a corresponding number of shares of Class B common stock, at the option of EVgo OpCo is considered outside of the control of the Company. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity , the EVgo OpCo Units are classified as temporary equity in the Company’s condensed consolidated balance sheets. The redeemable noncontrolling interest held by EVgo Holdings in EVgo OpCo, through its ownership of EVgo OpCo Units, was initially measured at its carrying amount on the CRIS Close Date. Net income or loss 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 common stock price) at the end of each reporting period, with the remeasurement amount being no less than the initial carrying amount, as adjusted for the redeemable noncontrolling interest’s share of net income or loss. The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss. The table below presents the reconciliation of changes in redeemable noncontrolling interest for the three months ended March 31, 2022: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2021 $ 1,946,252 Net income attributable to redeemable noncontrolling interest for the period ( 40,867 ) Equity-based compensation attributable to redeemable noncontrolling interest during the period 507 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end 612,096 Balance as of March 31, 2022 $ 2,517,988 ​ ​ Note 19 – Subsequent Events Restricted Stock Units In April 2022, the Company granted 2,004,459 restricted stock units to employees and members of the Board of Directors under the EVgo Inc. 2021 Long Term Incentive Plan. The fair value of the restricted stock units awarded was $ 25.3 million, which was estimated on the dates of grant based on the fair value of the Company’s Class A common stock, using similar methods and assumptions as those previously disclosed by the Company. Each award will vest based on 28 Table of Contents continued service, which is generally over a period of three years . The grant date fair value of the awards will be recognized as share-based compensation expense over the requisite service periods. Stock Options On April 1, 2022, the Company granted stock options covering 375,428 underlying shares of Class A common stock to employees with a fair value of approximately $ 3.3 million, which was estimated using the Black-Scholes option pricing model. The options vest over a three-year period and have a term of 10 years . 29 Table of Contents ​