EVgo Inc. 10-Q

Item 1. Financial Statements. EVgo Inc. and Subsidiaries ​ Condensed Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ ​ 2023 December 31, (in thousands) ​ (unaudited) ​ 2022 Assets ​ ​ ​ Current assets ​ ​ ​ Cash, cash equivalents and restricted cash $ 163,512 ​ $ 246,193 Accounts receivable, net of allowance of $ 782 and $ 687 as of March 31, 2023 and December 31, 2022, respectively ​ 29,263 ​ 11,075 Accounts receivable, capital-build ​ 9,418 ​ 8,011 Prepaid expenses ​ ​ 4,077 ​ ​ 4,953 Other current assets ​ 10,501 ​ 5,252 Total current assets ​ 216,771 ​ 275,484 Property, equipment and software, net ​ 367,195 ​ 308,112 Operating lease right-of-use assets ​ ​ 54,670 ​ ​ 51,856 Restricted cash ​ ​ 300 ​ ​ 300 Other assets ​ 2,137 ​ 2,308 Intangible assets, net ​ 57,708 ​ 60,612 Goodwill ​ 31,052 ​ 31,052 Total assets ​ $ 729,833 ​ $ 729,724 ​ ​ ​ ​ ​ ​ ​ Liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable ​ $ 18,640 ​ $ 9,128 Accrued liabilities ​ 40,126 ​ 39,233 Operating lease liabilities, current ​ ​ 5,590 ​ ​ 4,958 Deferred revenue, current ​ 24,529 ​ 16,023 Customer deposits ​ 12,833 ​ 17,867 Other current liabilities ​ 415 ​ 136 Total current liabilities ​ 102,133 ​ 87,345 Operating lease liabilities, noncurrent ​ ​ 48,234 ​ ​ 45,689 Earnout liability, at fair value ​ ​ 3,793 ​ ​ 1,730 Asset retirement obligations ​ 17,371 ​ 15,473 Capital-build liability ​ 28,152 ​ 26,157 Deferred revenue, noncurrent ​ 37,175 ​ 23,900 Warrant liabilities, at fair value ​ ​ 18,684 ​ ​ 12,304 Total liabilities ​ $ 255,542 ​ $ 212,598 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 8) ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Balance Sheets (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ ​ 2023 December 31, (in thousands, except share data) ​ (unaudited) ​ 2022 Redeemable noncontrolling interest ​ $ 1,525,282 ​ $ 875,226 ​ ​ ​ ​ ​ ​ ​ Stockholders’ deficit ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of March 31, 2023 and December 31, 2022; none issued and outstanding ​ ​ — ​ ​ — Class A common stock, $ 0.0001 par value; 1,200,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 71,403,860 and 70,247,726 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of March 31, 2023 and December 31, 2022, respectively ​ ​ 7 ​ ​ 7 Class B common stock, $ 0.0001 par value; 400,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 195,800,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022 ​ ​ 20 ​ ​ 20 Additional paid-in capital ​ ​ — ​ ​ 17,533 Accumulated deficit ​ ​ ( 1,051,018 ) ​ ​ ( 375,660 ) Total stockholders’ deficit ​ ( 1,050,991 ) ​ ( 358,100 ) Total liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ $ 729,833 ​ $ 729,724 ​ 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 Operations (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands, except per share data) ​ 2023 2022 Revenue $ 25,300 $ 7,700 ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ ​ 18,917 ​ ​ 4,846 Depreciation, net of capital-build amortization ​ ​ 6,342 ​ ​ 3,454 Cost of sales ​ ​ 25,259 ​ ​ 8,300 Gross profit (loss) ​ ​ 41 ​ ​ ( 600 ) ​ ​ ​ ​ ​ ​ ​ General and administrative expenses ​ ​ 37,889 ​ ​ 25,428 Depreciation, amortization and accretion ​ ​ 4,784 ​ ​ 3,887 Total operating expenses ​ ​ 42,673 ​ ​ 29,315 Operating loss ​ ​ ( 42,632 ) ​ ​ ( 29,915 ) ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 1,998 ​ ​ 55 Other income (expense), net ​ ​ 1 ​ ​ ( 263 ) Change in fair value of earnout liability ​ ​ ( 2,063 ) ​ ​ ( 2,264 ) Change in fair value of warrant liabilities ​ ​ ( 6,380 ) ​ ​ ( 22,874 ) Total other expense, net ​ ​ ( 6,444 ) ​ ​ ( 25,346 ) Loss before income tax expense ​ ​ ( 49,076 ) ​ ​ ( 55,261 ) Income tax expense ​ ​ ( 5 ) ​ ​ ( 5 ) Net loss ​ ​ ( 49,081 ) ​ ​ ( 55,266 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 36,005 ) ​ ​ ( 40,867 ) Net loss attributable to Class A common stockholders ​ $ ( 13,076 ) ​ $ ( 14,399 ) ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.18 ) ​ $ ( 0.21 ) 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 Stockholders’ Deficit For the Three Months Ended March 31, 2023 and 2022 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2022 70,248 $ 7 ​ 195,800 $ 20 $ 17,533 $ ( 375,660 ) $ ( 358,100 ) Share-based compensation ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,797 ​ ​ — ​ ​ 5,797 Issuance of stock under share-based compensation plans ​ 1,156 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — Net loss 1 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 13,076 ) ​ ​ ( 13,076 ) Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 23,330 ) ​ ​ ( 662,282 ) ​ ​ ( 685,612 ) Balance, March 31, 2023 ​ 71,404 ​ $ 7 ​ ​ 195,800 ​ $ 20 ​ $ — ​ $ ( 1,051,018 ) ​ $ ( 1,050,991 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 248 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — Net loss 2 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 14,399 ) ​ ​ ( 14,399 ) Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,001 ) ​ ​ ( 609,095 ) ​ ​ ( 612,096 ) Balance, March 31, 2022 ​ 68,269 ​ $ 7 ​ ​ 195,800 ​ $ 20 ​ $ — ​ $ ( 1,981,852 ) ​ $ ( 1,981,825 ) ​ 1 Excludes $ 36.0 million of net loss attributable to redeemable noncontrolling interest. 2 Excludes $ 40.9 million of net income attributable to redeemable noncontrolling interest. 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 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, (in thousands) ​ 2023 2022 Cash flows from operating activities ​ ​ ​ Net loss ​ $ ( 49,081 ) ​ $ ( 55,266 ) Adjustments to reconcile net loss to net cash used in operating activities ​ ​ ​ ​ ​ Depreciation, amortization and accretion ​ 11,126 ​ ​ 7,341 Net loss on disposal of property and equipment and impairment expense ​ 3,460 ​ ​ 1,010 Share-based compensation ​ 6,427 ​ ​ 3,506 Change in fair value of earnout liability ​ ​ 2,063 ​ ​ 2,264 Change in fair value of warrant liabilities ​ ​ 6,380 ​ ​ 22,874 Other ​ ​ — ​ ​ 288 Changes in operating assets and liabilities ​ ​ ​ ​ ​ Accounts receivable, net ​ ( 18,188 ) ​ ​ ( 257 ) Receivables from related parties ​ — ​ ​ 1,499 Prepaid expenses and other current and noncurrent assets ​ ( 4,415 ) ​ ​ 3,538 Operating lease assets and liabilities, net ​ ​ 365 ​ ​ ( 2,135 ) Accounts payable ​ 6,493 ​ ​ 154 Payables to related parties ​ — ​ ​ 25 Accrued liabilities ​ ( 799 ) ​ ​ ( 2,596 ) Deferred revenue ​ 21,781 ​ ​ ( 561 ) Customer deposits ​ ( 5,034 ) ​ ​ ( 862 ) Other current and noncurrent liabilities ​ 79 ​ ​ ( 653 ) Net cash used in operating activities ​ ( 19,343 ) ​ ​ ( 19,831 ) Cash flows from investing activities ​ ​ ​ ​ ​ Purchases of property, equipment and software ​ ​ ( 65,246 ) ​ ​ ( 28,274 ) Proceeds from insurance for property losses ​ ​ — ​ ​ 202 Net cash used in investing activities ​ ( 65,246 ) ​ ​ ( 28,072 ) Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from capital-build funding ​ 2,216 ​ ​ 4,099 Proceeds from exercise of warrants ​ ​ — ​ ​ 2 Payments of issuance costs and deferred transaction costs ​ ​ ( 308 ) ​ ​ — Net cash provided by financing activities ​ 1,908 ​ ​ 4,101 Net decrease in cash, cash equivalents and restricted cash ​ ( 82,681 ) ​ ​ ( 43,802 ) Cash, cash equivalents and restricted cash, beginning of period ​ 246,493 ​ ​ 485,181 Cash, cash equivalents and restricted cash, end of period ​ $ 163,812 ​ $ 441,379 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of noncash investing and financing activities ​ ​ ​ ​ ​ Fair value adjustment to redeemable noncontrolling interest ​ $ 685,612 ​ $ 612,096 Purchases of property and equipment in accounts payable and accrued liabilities ​ $ 26,840 ​ $ 24,454 Non-cash increase in accounts receivable, capital-build, and capital-build liability ​ $ 3,624 ​ $ 2,380 Non-cash increase in asset retirement obligations ​ $ 1,377 ​ $ 1,001 Accrued transaction costs ​ $ — ​ $ 182 ​ 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 Inc. (“EVgo”) owns and operates a public direct current (“DC”) fast charging network for electric vehicles (“EVs”) in the United States (“U.S.”). EVgo’s network of charging stations provides EV charging infrastructure to consumers and businesses. Its network is capable of charging all EV models and charging standards currently available in the U.S. EVgo partners with automotive original equipment manufacturers (“OEMs”), fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, gas stations, parking lot operators, governments and other organizations and property owners in order to locate and deploy its EV charging infrastructure. EVgo Services LLC (“EVgo Services”) was formed in October 2010 as NRG EV Services, LLC, a Delaware limited liability company and wholly owned subsidiary of NRG Energy, Inc., an integrated power company based in Houston, Texas (“NRG”). On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners. On January 16, 2020 (the “Holdco Merger Date”), EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P. (“LS Power”), completed an acquisition of EVgo Services, pursuant to the merger agreement (the “Holdco Merger Agreement”) among EVgo Services, its investors and EVgo Holdco, whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control of EVgo Services (the “Holdco Merger”). EVgo Holdco had no operations prior to the Holdco Merger. The Company (as defined below) elected push-down accounting and all of the Company’s assets and liabilities related to LS Power were remeasured at fair value on the Holdco Merger Date. LS Power was considered to be the accounting acquirer and formed EVgo Holdings, LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction. EVgo Inc. (the “Company,” or “EVgo”) was incorporated in Delaware on August 4, 2020 under the name Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”). The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). On October 2, 2020, the Company completed its initial public offering (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $ 1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $ 6,600,000 . On July 1, 2021 (the “CRIS Close Date”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS, CRIS Thunder Merger LLC (“Thunder Sub”), EVgo Holdings, EVgo Holdco and EVgo OpCo, LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021 (the “Business Combination Agreement”). Following the CRIS Close Date, the combined company is organized in an “Up-C” structure in which the business of EVgo Holdco and its subsidiaries is held by EVgo OpCo and continues to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub, which, in turn, holds only common units in EVgo OpCo (“EVgo OpCo Units”). As of March 31, 2023, the Company, through Thunder Sub, owned 26.8 % of the EVgo OpCo Units. As the sole managing member of EVgo OpCo, Thunder Sub operates and controls all of the business and affairs of EVgo OpCo and through EVgo OpCo and its subsidiaries, conducts its business. As a result, beginning on July 1, 2021 (the CRIS Close Date), the Company consolidated the financial results of EVgo OpCo and recorded a redeemable noncontrolling interest in its consolidated financial statements to reflect the EVgo OpCo Units that are owned by EVgo Holdings after the CRIS Close Date. As of March 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 73.2 % of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock. 12 Table of Contents 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”). ​ ​ Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are unaudited and are presented in accordance with GAAP for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. These condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’ deficit and condensed consolidated statements of cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”). GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Based on their nature, magnitude and timing, certain subsequent events may be required to be reflected in the condensed consolidated financial statements at the balance sheet date and/or required to be disclosed in the notes to the condensed consolidated financial statements. The Company has evaluated subsequent events accordingly. Use of Estimates The condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of EVgo’s condensed consolidated financial statements requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices for performance obligations for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use assets and liabilities, reporting units used in goodwill impairment tests, share-based compensation, earnout liability, and warrant liabilities. Management bases these estimates on its historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results experienced may vary materially and adversely from EVgo’s estimates. Revisions to estimates are recognized prospectively. ​ Concentration of Business and Credit Risk The Company maintains its cash accounts in commercial banks. Cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $ 250,000 . At times, a portion of deposit balances may be in excess of federal insurance limits. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant credit risk on its cash balances. The Company mitigates its risk with respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions. 13 Table of Contents The Company had two customers that collectively comprised 57.6 % of the Company’s total net accounts receivable as of March 31, 2023. The Company had one customer that comprised 20.5 % of the Company’s total net accounts receivable as of December 31, 2022. For the three months ended March 31, 2023, two customers collectively represented 51.4 % of revenue. For the three months ended March 31, 2022, two customers collectively represented 28.6 % of revenue. For the three months ended March 31, 2023 and 2022, EVgo had one and four vendors, respectively, that provided more than 10% of EVgo’s total charging equipment. For each of the three months ended March 31, 2023 and 2022, the percentage of EVgo’s total charging equipment provided by these vendors collectively was 84.3 %. Reclassifications The Company has made certain reclassifications to prior period amounts to conform to current period presentation. Cash, Cash Equivalents and Restricted Cash Cash and restricted cash include cash held in cash depository accounts in major banks in the U.S. and are stated at cost. Cash equivalents are carried at fair value and are primarily invested in money market funds. Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as restricted cash. The Company had unused letters of credit, which were collateralized with cash, classified as restricted cash on the Company’s condensed consolidated balance sheets, of $ 0.7 million as of March 31, 2023 and December 31, 2022, associated with the construction of its charging stations and in connection with one of its operating leases. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are amounts due from customers under normal trade terms. Payment terms for accounts receivable related to capital-build agreements are specified in the individual agreements and vary depending on the counterparty. Management reviews accounts receivable on a recurring basis to determine if any accounts receivable will potentially be uncollectible. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. After all attempts to collect an account receivable have failed, the account receivable is written off against the allowance for doubtful accounts. Other accounts receivable of $ 1.2 million and $ 1.3 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. Newly Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , 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. 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 standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption. The Company adopted ASU 2021-08 prospectively on January 1, 2023. The adoption of this standard did not have any impact on the condensed consolidated financial statements. 14 Table of Contents 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. For public companies that are considered “smaller reporting companies” as defined by the SEC, ASC 326 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted ASC 326 prospectively as of January 1, 2023. The adoption of this standard did not materially impact the Company’s condensed consolidated results of operations or financial position. Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), as amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2020-04 provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2024, as amended by ASU 2022-06. As of March 31, 2023, the Company has not adopted any expedients and exceptions under ASU 2020-04. The Company will continue to evaluate the impact of ASU 2020-04 on its condensed consolidated financial statements. ​ Note 3 – Revenue Recognition The table below presents a disaggregation of EVgo’s revenue for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) 2023 2022 Charging revenue, retail $ 6,615 $ 3,502 Charging revenue, commercial ​ 1,715 ​ 709 Charging revenue, OEM ​ 552 ​ 151 Regulatory credit sales ​ 1,215 ​ 1,378 Network revenue, OEM ​ 2,699 ​ 490 eXtend revenue ​ ​ 10,292 ​ ​ 80 Ancillary revenue ​ 2,212 ​ 1,390 Total revenue ​ $ 25,300 ​ $ 7,700 ​ The following table provides information about contract assets and liabilities from contracts with customers as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ Change (dollars in thousands) ​ 2023 2022 $ ​ % Contract assets ​ $ — ​ $ 2,861 ​ $ ( 2,861 ) ​ ​ ( 100 ) % Contract liabilities ​ $ 74,537 ​ $ 57,790 ​ $ 16,747 ​ ​ 29 % ​ There were no contract assets as of March 31, 2023 compared to $ 2.9 million as of December 31, 2022 which was driven by the difference between the timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer. Contract liabilities as of March 31, 2023 increased $ 16.7 million, or 29 %, to $ 74.5 million compared to $ 57.8 million as of December 31, 2022 due to receipt of cash payments partially offset by the satisfaction of performance obligations. ​ 15 Table of Contents The following table provides the activity for the contract liabilities recognized during the three months ended March 31, 2023: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2022 ​ $ 57,790 Additions ​ 27,471 Recognized in revenue ​ ​ ( 10,654 ) Marketing activities recognized on a net basis ​ ( 70 ) Balance as of March 31, 2023 ​ $ 74,537 ​ Revenues for the three months ended March 31, 2023 and 2022 include the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) ​ 2023 2022 Amounts included in the beginning of period contract liability balance ​ $ 4,000 ​ $ 1,202 Amounts associated with performance obligations satisfied in previous periods ​ $ 25 ​ $ 5 ​ It is anticipated that deferred revenue as of March 31, 2023 will be recognized for the following periods ending December 31, as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2023 ​ $ 18,978 2024 ​ 10,636 2025 ​ 14,371 2026 ​ 7,164 ​ ​ $ 51,149 ​ ASC 606 does not require disclosure of the transaction price to remaining performance obligations if the contract contains variable consideration allocated entirely to a wholly unsatisfied performance obligation. Under many customer contracts, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and thus disclosure of the transaction price allocated to a wholly unsatisfied performance obligations is not required. Under these contracts, variability arises as both volume and pricing are not known until the product is delivered. As of March 31, 2023 and December 31, 2022, there was $ 10.6 million and $ 8.7 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets. ​ ​ Note 4 – Lease Accounting Lessee Accounting The Company has entered into agreements with Site Hosts, which allow the Company to operate charging stations on the Site Hosts’ property. Additionally, the Company leases offices, off-site charging hubs, a warehouse and laboratory space under agreements with third-party landlords. The agreements with the Site Hosts and landlords are deemed to be operating leases. Original lease terms generally range from one to 15 years and generally leases contain renewal options that can extend the term for up to an additional five years . The Company has not entered into any finance leases. The Company has estimated operating lease commitments of $ 49.2 million for leases where the Company has not yet taken possession of the underlying asset as of March 31, 2023. As such, the related operating lease right-of-use assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of March 31, 2023. 16 Table of Contents For the three months ended March 31, 2023 and 2022, the Company’s lease costs consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) 2023 2022 Operating lease costs ​ ​ ​ ​ ​ ​ Cost of sales ​ $ 1,319 ​ $ 361 General and administrative expenses ​ ​ 1,219 ​ ​ 673 Variable lease costs ​ ​ ​ ​ ​ ​ Cost of sales ​ ​ 39 ​ ​ 90 General and administrative expenses ​ ​ 36 ​ ​ 21 Short-term lease costs ​ ​ 33 ​ ​ 12 ​ ​ $ 2,646 ​ $ 1,157 ​ As of March 31, 2023, the maturities of operating lease liabilities for the periods ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2023 ​ $ 7,386 2024 ​ ​ 9,685 2025 ​ ​ 8,798 2026 ​ ​ 8,305 2027 ​ ​ 7,667 Thereafter ​ ​ 38,613 Total undiscounted operating lease payments ​ ​ 80,454 Less: imputed interest ​ ​ ( 26,630 ) Total discounted operating lease liabilities ​ $ 53,824 ​ Other supplemental and cash flow information, for the three months ended March 31, 2023 and 2022, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (dollars in thousands) ​ 2023 ​ 2022 Weighted-average remaining lease term (in years) ​ ​ 8.9 ​ ​ ​ 7.6 ​ Weighted-average discount rate ​ ​ 9.16 % ​ ​ 5.71 % Cash paid for amounts included in measurement of operating lease liabilities ​ $ 1,849 ​ ​ $ 910 ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 3,409 ​ ​ $ 5,008 ​ ​ Lessor Accounting The Company leases charging equipment, charging stations and other technical installations and subleases properties leased from Site Hosts to third parties under operating leases where EVgo is the lessor. Initial lease terms are generally one to five 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, or included in operating lease right-of-use assets on the condensed consolidated balance sheets. 17 Table of Contents For the three months ended March 31, 2023 and 2022, the Company’s lease income consisted of the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) 2023 2022 Operating lease income: ​ ​ ​ ​ ​ ​ Fixed lease income ​ $ 458 ​ $ 261 Sublease income ​ ​ 267 ​ ​ 170 Total lease income ​ $ 725 ​ $ 431 ​ As of March 31, 2023, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2023 ​ $ 1,971 2024 ​ ​ 1,618 2025 ​ ​ 663 2026 ​ ​ 242 ​ ​ $ 4,494 ​ The components of charging equipment, charging stations, land, and subleased host sites leased to third parties under operating leases, which are included within the Company’s property, equipment and software, net, and operating lease right-of-use-assets were as follows as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, (in thousands) ​ 2023 ​ 2022 Charging station equipment and construction costs ​ $ 3,558 ​ ​ $ 3,557 Land and building ​ ​ 10,507 ​ ​ ​ 10,507 Less: accumulated depreciation ​ ​ ( 1,094 ) ​ ​ ​ ( 980 ) Property, equipment and software, net ​ $ 12,971 ​ ​ $ 13,084 ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 5,357 ​ ​ $ 5,554 ​ ​ Note 5 – Property, Equipment and Software, Net Property, equipment and software, net, consisted of the following as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (in thousands) 2023 2022 Charging station installation costs ​ $ 138,764 ​ $ 121,820 Construction in process ​ ​ 120,011 ​ ​ 104,395 Charging station equipment ​ 92,068 ​ 79,031 Charging equipment ​ 42,610 ​ 20,596 Land and building ​ ​ 15,932 ​ ​ 15,932 Software ​ ​ 14,590 ​ ​ 14,289 Office equipment, vehicles and other ​ 1,769 ​ 1,647 Total property, equipment and software ​ 425,744 ​ 357,710 Less accumulated depreciation and amortization ​ ( 58,549 ) ​ ( 49,598 ) Property, equipment and software, net ​ $ 367,195 ​ $ 308,112 ​ 18 Table of Contents Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) 2023 2022 Cost of sales ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ $ 7,971 ​ $ 4,618 Amortization of capital-build liability ​ ​ ( 1,629 ) ​ ​ ( 1,164 ) General and administrative expenses ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ ​ 126 ​ ​ 63 Amortization of software ​ ​ 1,215 ​ ​ 461 Impairment expense ​ ​ 3,433 ​ ​ 534 Loss on disposal of property and equipment, net of insurance recoveries ​ ​ 27 ​ ​ 274 ​ ​ $ 11,143 ​ $ 4,786 ​ ​ ​ ​ ​ Note 6 – Intangible Assets, Net Intangible assets, net, consisted of the following as of March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ Net ​ Average ​ ​ Carrying ​ Accumulated ​ Carrying ​ Amortization (in thousands) Amount Amortization Value Period Site Host relationships ​ $ 41,500 ​ $ ( 11,100 ) ​ $ 30,400 8.8 years Customer relationships ​ 19,000 ​ ( 13,112 ) ​ 5,888 1.5 years Developed technology ​ 14,000 ​ ( 2,905 ) ​ 11,095 11.3 years User base ​ ​ 11,000 ​ ( 4,746 ) ​ ​ 6,254 ​ 2.3 years Trade name ​ 5,000 ​ ( 929 ) ​ 4,071 13.3 years ​ ​ $ 90,500 ​ $ ( 32,792 ) ​ $ 57,708 ​ ​ ​ ​ Amortization of intangible assets was $ 2.9 million for each of the three months ended March 31, 2023 and 2022. ​ ​ ​ Note 7 – Asset Retirement Obligations Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an ongoing basis. Asset retirement obligation activity for the three months ended March 31, 2023 was as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2022 ​ $ 15,473 Liabilities incurred ​ 1,391 Accretion expense ​ 539 Change in estimate ​ ​ ( 14 ) Liabilities settled ​ ( 18 ) Balance as of March 31, 2023 ​ $ 17,371 ​ ​ 19 Table of Contents Note 8 – Commitments and Contingencies Pilot Infrastructure Agreement On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement”) and an operations and maintenance agreement (the “Pilot O&M”) with Pilot Travel Centers LLC (the “Pilot Company”) and General Motors LLC (“GM”) to build, operate, and maintain up to 2,000 stalls served by DC chargers that the Pilot Company will own. The stalls will be located at the Pilot Company sites across the U.S. Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned, and the Pilot Company is required to make certain payments each month based on completion of pre-engineering and development work, the progress of construction at each site and for each charger procured by EVgo. Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site. The Pilot Infrastructure Agreement contains various provisions that may permit or cause early termination, including the Pilot Company’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law. If the Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, the Pilot Company must pay EVgo a termination fee per stall for those not built; such fee varies based on the number of stalls already built. If EVgo is wholly or partially unable to perform its obligations under the Pilot Infrastructure Agreement due to certain circumstances outside its control, including delays by permitting authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infrastructure Agreement. Under the Pilot O&M, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by Pilot to EVgo. EVgo is subject to certain performance criteria under the Pilot O&M. Delta Charger Supply Agreement and Purchase Order On July 12, 2022, EVgo entered into a General Terms and Conditions for Sale of EV Charger Products (the “Delta Charger Supply Agreement”) with Delta Electronics, Inc. (“Delta”), including an initial purchase order (the “Purchase Order”), pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta in specified quantities at certain delivery dates. EVgo expects to use a portion of the chargers purchased under the Purchase Order to meet the requirements of the Pilot Infrastructure Agreement. EVgo is required to purchase a minimum of 1,000 chargers from Delta under the Purchase Order and may, at EVgo’s election, increase the number of chargers it purchases from Delta to 1,100 . General Motors Agreement On July 20, 2020, EVgo entered into a five-year contract with GM (as amended from time to time, the “GM Agreement”) to build fast charger stalls that EVgo will own and operate as part of the Company’s public network. The GM Agreement has been amended several times to expand the overall number of charger stalls to be installed from 2,750 to 3,250 , adjust charger stall installation targets, extend the completion deadline to March 31, 2026, and provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and maintain a specified uptime percentage (described below) over the term of the agreement. Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed, and GM is required to make certain payments based on charger stalls installed. 20 Table of Contents Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 44 % of which are required to be installed by December 31, 2023. Meeting these milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop. EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 95 % across the GM network. In addition to the capital-build program, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers. The contract is accounted for under ASC 606, which includes performance obligations related to reservations, memberships, and branding. The capital-build program is considered a set-up activity and not a performance obligation under ASC 606. The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger stall-installation milestones or maintain the specified level of network availability. If GM opts to terminate the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM. In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter. If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $ 15.0 million. If EVgo does not meet its charger stall-installation milestone in any period, GM will have the right, if it so chooses, to send EVgo a charger stall count breach notice, which would trigger a cure period. It is possible that EVgo will not meet the charger stall-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection including delays associated with the COVID-19 pandemic, as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues. Nissan Agreements EVgo executed an agreement with Nissan North America, Inc. (“Nissan”) in June 2019 (the “Nissan Agreement”), that provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program. The Nissan Agreement has been amended several times, including most recently in the fourth quarter of 2022 (the “Nissan Amendment”) to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models. Under the joint-marketing activities provisions of the Nissan Agreement, EVgo is obligated to spend a specified amount annually on joint-marketing activities that are mutually agreed-upon with Nissan. Under the charging credit program provisions in the Nissan Agreement, credits for charging are allocated to purchasers or lessees of Nissan EVs, and such purchasers or lessees are permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased. In the event a participant does not use the entire amount of the allocated charging credit or if the annual charging credit pool is not exhausted within a specific period, a portion of the remaining dollar value of such credit rolls over to subsequent periods, and a portion is retained by the Company. For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee. The capital-build program provided for in the Nissan Agreement requires the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”). If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $ 70,000 per delayed site beyond a designated cure period, which could result in an adjustment to the consideration received by the Company under the Nissan Agreement. EVgo and Nissan previously agreed to amend the Nissan Agreement to extend the installation deadlines under the Build Schedule by up to 12 months , and Nissan has waived penalties for installation delays relating to program year one. The contract is accounted for under ASC 606, which includes performance obligations related to memberships, charging credits and joint marketing activities. The capital-build program is considered a set-up activity and not a performance obligation under ASC 606. 21 Table of Contents EVgo’s ability to meet its Build Schedule obligations may be impacted by delays in permitting, commissioning and utility interconnection, including delays associated with the COVID-19 pandemic, as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues. Nissan has the right to terminate the Nissan Agreement, without penalty or obligation of any kind, upon 30 days’ written notice if it is unable to secure funding to make payments required under the Nissan Agreement. Nissan receives budget approvals annually from Nissan Motor Company Limited. Nissan has fulfilled its annual payment obligations under the Nissan Agreement. Legal Proceedings In the ordinary course of the Company’s business, the Company may be subject to lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. Contingent liabilities arising from ordinary course litigation are not expected to have a material adverse effect on the Company’s financial position. However, future events or circumstances, currently unknown to management, may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period. ​ Purchase Commitments As of March 31, 2023, EVgo had $ 66.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, all of which were short-term. In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders. ​ Note 9 – Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2023 ​ 2022 (in thousands) ​ ​ Level ​ Balance Level ​ Balance Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ ​ 1 ​ $ 125,125 ​ 1 ​ $ 150,125 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnout liability 3 ​ $ 3,793 ​ 3 ​ $ 1,730 Warrant liability – Public Warrants ​ ​ 1 ​ ​ 15,399 ​ 1 ​ ​ 10,164 Warrant liability – Private Placement Warrants ​ ​ 3 ​ ​ 3,285 ​ 2 ​ ​ 2,140 Total liabilities ​ ​ ​ ​ $ 22,477 ​ ​ ​ $ 14,034 22 Table of Contents ​ The earnout liability was valued using a Monte Carlo simulation methodology. Assumptions used in the valuation of the earnout liability are as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2023 Stock price $ 7.79 Risk-free interest rate ​ ​ 3.75 % Expected term (in years) ​ ​ 2.5 ​ Expected volatility ​ ​ 100 % Dividend rate ​ ​ — % ​ The warrants are accounted for as liabilities in accordance with ASC 815, Derivatives and Hedging , and are presented as warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The close price of the Public Warrants was used as its fair value as of each relevant date. As of March 31, 2023, the Private Placement Warrants were valued using a Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement. As of December 31, 2022, t he fair value of the Private Placement Warrants was measured by reference to the trading price of the Public Warrants, which is considered a Level 2 fair value measurement. Assumptions used in the valuation of the Private Placement Warrant liability are as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2023 Stock price ​ $ 7.79 Risk-free interest rate ​ ​ 3.78 % Expected term (in years) ​ ​ 3.3 ​ Expected volatility ​ ​ 33 % Dividend rate ​ ​ — % Exercise price ​ $ 11.50 ​ ​ The following table presents a reconciliation for all liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Placement ​ ​ ​ ​ ​ Warrant ​ Earnout (in thousands) ​ Liability ​ Liability Fair value as of December 31, 2022 ​ $ — ​ $ 1,730 Change in fair value of liability ​ ​ — ​ ​ 2,063 Transfers into Level 3 ​ ​ 3,285 ​ ​ — Fair value as of March 31, 2023 ​ $ 3,285 ​ $ 3,793 ​ There were no other transfers between levels of the fair value hierarchy for the three months ended March 31, 2023. The carrying values of certain accounts such as accounts receivable, accounts payable and accrued expenses are deemed to approximate their fair values due to their short-term nature. The fair values of the Company’s money market funds are based on quoted prices in active markets for identical assets. There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of March 31, 2023 or December 31, 2022. ​ 23 Table of Contents Note 10 – Income Taxes The Company’s provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo. All income (loss) before income taxes is generated in the U.S. For the three months ended March 31, 2023 and 2022, the Company’s provision for income taxes and effective tax rates were de minimis primarily due to the Company’s full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership. Prior to July 1, 2021, the Company was not a taxable entity for U.S. federal income tax purposes or for any of the states in which the Company operated. On July 1, 2021, pursuant to the CRIS Business Combination, the Company became a taxable entity for U.S. federal income tax purposes and for all of the states in which the Company operates. In assessing the realization of its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Management considered all available material evidence, both positive and negative, in assessing the appropriateness of a valuation allowance for the Company’s deferred tax assets, including the generation of future taxable income, the scheduled reversal of deferred tax liabilities and other available material evidence. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance against its net deferred tax assets as of March 31, 2023 and December 31, 2022 . The Company files income tax returns in the U.S. at the federal level and in various state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties. Note 11 – Tax Receivable Agreement In connection with the CRIS Business Combination, EVgo entered into a tax receivable agreement (the “Tax Receivable Agreement”) with EVgo Holdings (along with permitted assigns, the “TRA Holders”) and LS Power Equity Advisors, LLC, as agent. The Tax Receivable Agreement generally provides for payment by the Company , Thunder Sub or any of their subsidiaries (other than EVgo OpCo and its subsidiaries) (“Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes or is deemed to realize in certain circumstances after the CRIS Business Combination as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of the TRA Holders’ EVgo OpCo Units pursuant to the CRIS Business Combination or the exercise of the redemption or Call Rights set forth in the EVgo OpCo A&R LLC Agreement and (ii) imputed interest deemed to be paid by the Company Group as a result of, and additional tax basis arising from, any payments the Company Group makes under the Tax Receivable Agreement. The Company Group will retain the benefit of any remaining net cash savings. If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement and (ii) that any EVgo OpCo Units (other than those held by the Company Group) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date). Amounts payable by the Company under the Tax Receivable Agreement are accrued through a charge to income when it is probable that a liability has been incurred and the amount is estimable. As of March 31, 2023, no transactions have occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement. ​ ​ 24 Table of Contents Note 12 – Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands, except per share data) ​ 2023 2022 Numerator ​ ​ ​ ​ ​ ​ Net loss $ ( 49,081 ) $ ( 55,266 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 36,005 ) ​ ( 40,867 ) Net loss attributable to Class A common stockholders ​ ​ ( 13,076 ) ​ ​ ( 14,399 ) Less: net loss attributable to participating securities ​ ​ ( 131 ) ​ ​ ( 151 ) Net loss attributable to Class A common stockholders, basic and diluted ​ $ ( 12,945 ) ​ $ ( 14,248 ) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ Weighted average common stock outstanding ​ ​ 71,713 ​ ​ 68,742 Less: weighted average unvested Earnout Shares outstanding ​ ​ ( 719 ) ​ ​ ( 719 ) Weighted average common stock outstanding, basic and diluted ​ ​ 70,994 ​ ​ 68,023 ​ ​ ​ ​ ​ ​ ​ Net loss per share – basic and diluted ​ $ ( 0.18 ) ​ $ ( 0.21 ) ​ The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, restricted stock units (“RSUs”), stock options and unvested Earnout Shares. For the periods in which net loss per share is presented, the Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A common stockholders since their impact would have been antidilutive: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) ​ 2023 2022 Public Warrants ​ 14,949 ​ 14,949 Private Placement Warrants ​ 3,149 ​ 3,149 RSUs ​ 7,237 ​ 1,781 Stock options ​ 473 ​ — ​ ​ 25,808 ​ 19,879 ​ Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted net loss per share since their vesting threshold (i.e., the $ 15.00 Triggering Event) had not yet been met as of March 31, 2023 and 2022. Note 13 – Share-Based Compensation The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands) ​ 2023 2022 Cost of sales $ 22 $ 11 General and administrative expenses ​ ​ 6,405 ​ ​ 3,495 Total share-based compensation expense ​ $ 6,427 ​ $ 3,506 ​ 25 Table of Contents 2021 Long Term Incentive Plan On July 1, 2021, concurrent with the closing of the CRIS Business Combination, stockholders approved the Board of Directors-approved 2021 Long Term Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan reserves 33,918,000 shares of Class A common stock for issuance to employees, non-employee directors and other service providers. As of March 31, 2023, there were 24,407,475 shares of Class A common stock available for grant. Stock Options The following table summarizes stock option activity for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ ​ ​ ​ Weighted Average ​ Aggregate ​ Options Weighted Average Remaining Intrinsic Value ​ ​ (in 000's) ​ Exercise Price ​ Contractual Life ​ (in 000's) Outstanding as of December 31, 2022 ​ ​ 375 ​ $ 12.86 ​ ​ 9.2 years ​ $ — Granted ​ ​ 98 ​ $ 6.13 ​ ​ ​ ​ ​ ​ Outstanding as of March 31, 2023 ​ ​ 473 ​ $ 11.47 ​ ​ 9.2 years ​ $ 162 Outstanding and exercisable as of March 31, 2023 ​ ​ 125 ​ $ 12.86 ​ ​ 9.0 years ​ $ — ​ As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 1.6 million, which is expected to be recognized over a period of 1.5 years. No stock options were exercised during the three months ended March 31, 2023. The fair value of the stock options granted during the three months ended March 31, 2023 was computed using Black-Scholes option-pricing model using the following key assumptions: ​ ​ ​ ​ ​ ​ Risk-free interest rate ​ ​ 3.5 % Dividend yield ​ ​ — % Expected volatility ​ ​ 79 % Expected life (in years) ​ ​ 5.7 ​ ​ Restricted Stock Units The table below represents the Company’s RSU activity under the 2021 Incentive Plan during the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date (shares in thousands) ​ ​ Shares Fair Value Unvested as of December 31, 2022 ​ ​ 3,930 ​ $ 10.85 Granted ​ ​ 4,706 ​ $ 5.77 Vested ​ ​ ( 1,156 ) ​ $ 11.57 Forfeited ​ ​ ( 243 ) ​ $ 8.90 Unvested as of March 31, 2023 ​ ​ 7,237 ​ $ 7.50 Vested but not released ​ ​ 491 ​ $ 10.83 Outstanding as of March 31, 2023 ​ ​ 7,728 ​ $ 7.71 ​ ​ ​ The total fair value of RSUs vested during the three months ended March 31, 2023 was $ 7.7 million. As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 39.3 million, which is expected to be recognized over a period of 1.7 years . ​ 26 Table of Contents EVgo Management Holdings, LLC Incentive Units Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) that track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”). Of each individual grant of Incentive Units, 65 % of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining portion ( 35 % of the grant) was designated as sale vesting (the “Sale Vesting Incentive Units”). The Time Vesting Incentive Units vest annually and equally over a period of four years from the date of grant. Sale Vesting Incentive Units vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings. Presented below is a summary of the activity of the Company’s Incentive Units during the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Grant Date (units in thousands) Units Fair Value Outstanding as of December 31, 2022 ​ ​ 471 ​ $ 18.68 Vested ​ ​ ( 108 ) ​ $ 17.29 Forfeited ​ ​ ( 12 ) ​ $ 17.64 Outstanding as of March 31, 2023 ​ ​ 351 ​ $ 19.13 ​ As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested Incentive Units was approximately $ 6.4 million, which is expected to be recognized over a period of 1.4 years. Liability-Classified Awards In February 2023, the Company’s Board of Directors approved grants of $ 4.4 million in stock options underlying shares of Class A common stock to certain employees. The number of options subject to the grants was to be determined based on the Black-Scholes value of the Company’s common stock on the trading day period prior to the award date. The awards were accounted for as liability-classified awards as of March 31, 2023 and compensation expense for the three months ended March 31, 2023 was recognized using the accelerated attribution method over the service period. As of March 31, 2023, the Company had $ 4.2 million of unrecognized costs related to unvested liability-classified awards which were expected to be recognized over a weighted average period of 1.9 years. In April 2023, the number of shares became fixed on the award date and the Company accordingly reclassified these awards as equity-classified awards on the award date. ​ ​ Note 14 – Redeemable Noncontrolling Interest As of March 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 73.3 % economic ownership interest in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and a corresponding number of shares of Class B common stock, representing a 73.2 % voting interest in the Company. The table below presents the reconciliation of changes in redeemable noncontrolling interest for the three months ended March 31, 2023: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2022 $ 875,226 Net loss attributable to redeemable noncontrolling interest for the period ( 36,005 ) Equity-based compensation attributable to redeemable noncontrolling interest during the period 449 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end 685,612 Balance as of March 31, 2023 $ 1,525,282 ​ ​ 27 Table of Contents Note 15 – Subsequent Events Issuance of Common Stock As previously announced, on November 10, 2022, EVgo entered into a Distribution Agreement with J.P. Morgan Securities LLC, Evercore Group L.L.C. and Goldman Sachs & Co. LLC as sales agents, pursuant to which the Company may sell up to $ 200.0 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”). In April 2023, EVgo sold 889,340 shares of Class A common stock pursuant to the ATM Program, with aggregate gross proceeds of $ 5.8 million. After deducting commissions of $ 0.1 million, the Company received net proceeds of approximately $ 5.7 million. 1 ​ 28 Table of Contents ​