EVGO, INC. The following discussion and analysis should be read in conjunction withEVgo's consolidated financial statements and related notes thereto as of and for the years endedDecember 31, 2021 andDecember 31, 2020 , included elsewhere in this Annual Report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could causeEVgo's actual results to differ materially from management's expectations due to a number of factors, including those discussed in the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this Annual Report. Factors which could cause such differences are discussed therein. Unless the context otherwise requires, all references in this section to "EVgo" for any period on or beforeJanuary 15, 2020 refer to "EVgo Services" as the predecessor company and its consolidated subsidiaries, for the periods afterJanuary 15, 2020 through the closing of the CRIS Business Combination refer to "EVgo Holdco" as the successor company and its consolidated subsidiaries and for any period after the closing of the CRIS Business Combination, refer toEVgo Inc. as the successor company and its consolidated subsidiaries.
Overview
EVgo owns and operatesthe United States' largest public DC fast charging network and the first to be powered by 100% renewable electricity. Founded in 2010 and a pioneer in fast charging,EVgo's network of charging stations provides EV charging infrastructure to consumers and businesses. With a rapid rise in electrification expected over the next two decades,EVgo offers the essential infrastructure technology and services required to help the world transition to a cleaner, more sustainable future.EVgo has a flexible business model that derives value through multiple revenue streams. The foundation of the Company's business is the development and operation of EV charging sites through which it dispenses electricity to EVs driven by individuals, commercial drivers, and fleet operators.EVgo's principal revenue stream is from the provision of charging services for EVs of all types onEVgo's network. In addition, a variety of business-to-business commercial relationships provideEVgo with revenue or cash payments based on commitments to build new infrastructure, provide guaranteed access to charging, and offer marketing, data and software-driven services.EVgo also earns revenue from the sale of regulatory credits generated through sales of electricity and its operation and ownership of its DCFC network. This combination of revenue streams can drive long-term margin expansion and customer retention.
Specifically, revenue is earned through the following streams:
Charging Revenue, Retail:
customers, and drivers have the choice to charge as members (with monthly fees
and reduced per minute or kWh pricing), through a subscription service or as
non-members. Drivers locate the chargers through
their vehicle's in-dash navigation system or third-party databases that license
charger-location information from
spaces owned or leased by commercial or public-entity Site Hosts that desire to
provide EV charging services at their respective locations. Commercial Site
? Hosts include retail and grocery stores, hotels, offices, medical complexes,
airports and convenience stores.
with the goals of Site Hosts, as many commercial businesses increasingly view
EV charging capabilities as essential to attract tenants, employees, customers
and visitors, and achieve sustainability goals. Site Hosts are generally able
to obtain these benefits at no cost when partnering with
owner and/or operator model, as
operation of chargers located on Site Hosts' properties. In many cases, Site
Hosts will earn additional revenue from license payments made by the Company in
exchange for use of the site.EVgo also 51 Table of Contents
incorporates flexible ownership models through
Hosts invest in and build EV charging stations for their customers.
Charging Revenue, OEM:
models to meet a wide variety of OEM objectives related to the availability of
charging infrastructure and the provision of charging services for EV drivers.
? have purchased or leased such OEMs' EVs and who access
network, to expand
services. Other related services currently provided to OEMs by
co-marketing, data services and digital application services.
OEM relationships as a core customer acquisition-channel.
Charging Revenue, Commercial: High volume fleet customers, such as TNCs or
delivery services, can access
public network. Pricing for charging services is most often negotiated directly
between
? of the fleet. In these arrangements
fleet owner directly or an individual fleet driver utilizing
Access to
mass adoption of transportation electrification and achieve sustainability
goals without needing to directly invest capital in charging infrastructure or
incur operating costs associated with charging equipment.
In addition to offering access to its public network,EVgo offers dedicated charging solutions to fleets. As part of this offering,EVgo typically builds, owns, and operates charging infrastructure for the exclusive use of a dedicated customer and is currently offering flexible ownership models, such as its ChaaS offering.EVgo's dedicated and ChaaS offerings provide a value proposition for fleets who might otherwise feel compelled to procure, install and manage their own EVSE.EVgo offers a variety of pricing models for its dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments toEVgo for provision of its services. ChaaS and dedicated charging allow for tailored fleet charging solutions without requiring fleets to directly incur capital expenditures or operating and management costs related to charging EVs. Together,EVgo's dedicated charging solutions and public fleet charging services provide fleets with a more robust and flexible charging solution.
Network Revenue, OEM: Revenue related to contracts that have significant
charger infrastructure build programs, which represent set-up costs under ASC
Topic 606, Revenue From Contracts With Customers ("ASC 606"). Proceeds from
these contracts are allocated to performance obligations including marketing
activities, memberships, reservations and the expiration of unused charging
? credits. Marketing activities are recognized at a point in time as the services
are performed and measurement is based on amounts spent. For memberships and
reservations, revenue is recognized over time and measured based on the
charging activity of subscriber members at each measurement period. Any unused
charging credits are recognized as breakage using the proportional method or,
for programs where there is not enough information to determine the pattern of
rights exercised by the customer, the remote method.
Ancillary Revenue: In addition to charging services,
software-driven digital, development and operations services to its customers.
These offerings currently include customization of digital applications and
charging data integration and
? services, smart charging reservations, loyalty programs and access to chargers
behind parking lot pay gates.
development and project management services, including EVSE installation,
networking and operations.EVgo also continues to evaluate and engage on potential market opportunities beyond these business models.
Regulatory Credit Sales: As a charging station owner and operator,
regulatory credits, such as LCFS and other regulatory credits, in states where
such programs are enacted currently, FCI in
? in
based on the amount of kWh sold.
of these credits to buyers obligated to purchase the credits to comply with the
program mandates.
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Recent Developments
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. After decreased GWh throughput in 2020,
economic activity has resumed and new EV sales have increased in 2021, resulting
in charging revenue for the three months ended December 31, 2021 being higher
than the last pre-COVID quarter, the three months ended December 31, 2019 , by
53%.
The COVID-19 pandemic also impacted EVgo's operations through construction
delays and supply chain and shipping constraints. EVgo also experienced delays
in its Site Host negotiations 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.
As part of the modified business practices in response to COVID-19, the incremental costs encompassed mainly the purchase of personal protective equipment, a subscription to Go Evo, a COVID-19 employee screening app, and COVID-19 testing expenses, which in total were not material.
How COVID-19 will affectEVgo'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.
CRIS Business Combination
OnJanuary 21, 2021 ,EVgo , Thunder Sub and the EVgo Parties entered into the Business Combination Agreement. On the CRIS Close Date, the Company consummated the CRIS Business Combination with CRIS, Thunder Sub,EVgo Holdings , EVgo Holdco and EVgo OpCo pursuant to the Business Combination Agreement. Following the CRIS Close Date, the combined company is organized in an "Up-C" structure in which the business of EVgo Holdco and its subsidiaries are held by EVgo OpCo and continue to operate through the subsidiaries of EVgo Holdco, and in which the Company's only direct assets consist of equity interests in Thunder Sub, which, in turn, holds only EVgo OpCo Units. In connection with the CRIS Business Combination, the members of EVgo OpCo entered into the EVgo OpCo A&R LLC Agreement. The EVgo OpCo A&R LLC Agreement, among other things, admitted Thunder Sub as the sole managing member ofEVgo OpCo. In accordance with the terms of the EVgo OpCo A&R LLC Agreement, the holders of EVgo OpCo Units generally have the right, subject to certain limitations, to redeem one EVgo OpCo Unit, 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 to the market value of one share of Class A common stock, pursuant to and in accordance with the terms of theEVgo OpCo A&R LLC Agreement. To the extent EVgo OpCo has available cash and subject to the terms of any current or future debt instruments, the EVgo OpCo A&R LLC Agreement requires EVgo OpCo to make pro rata cash distributions to all holders ofEVgo OpCo Units, including Thunder Sub, in an amount sufficient to allowThunder Sub andEVgo Inc. to pay their taxes and to make payments under the Tax Receivable Agreement. In addition, the EVgo OpCo A&R LLC Agreement requires EVgo OpCo to make non-pro rata payments to Thunder Sub to reimburse it for its corporate and other overhead expenses, which payments are not treated as distributions under the EVgo OpCo A&R LLC Agreement. See the EVgo OpCo A&R LLC Agreement incorporated by reference as Exhibit 10.6 to this Annual Report. On the CRIS Close Date, CRIS, Thunder Sub,EVgo Holdings andLS Power Equity Advisors, LLC , as agent, entered into the Tax Receivable Agreement. The Tax Receivable Agreement generally provides for the payment by theCompany Group toEVgo Holdings (along with their permitted assigns, the "TRA Holders") of 85% of the net cash savings, if any, inU.S. Federal, state and local income tax and franchise tax that theCompany Group actually realizes (or is deemed to realize in certain circumstances) in periods after the CRIS Business Combination as a result of (i) certain increases in tax basis that occur as a result of theCompany Group's acquisition (or deemed acquisition forU.S. Federal income
tax
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purposes) of all or a portion of such holder's 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 theCompany Group as a result of, and additional tax basis arising from, any payments theCompany Group makes under the Tax Receivable Agreement.The Company Group will retain the benefit any remaining net cash savings. See the Tax Receivable Agreement incorporated by reference as Exhibit 10.8 to this Annual Report.CRIS PIPE ONE , LLC purchased 500,000 shares of Class A common stock in the PIPE for a total purchase price of$5,000,000 .Ms. Comstock , a member ofEVgo Inc.'s Board of Directors, is an investor inCRIS PIPE ONE , LLC. In addition, funds associated with PIMCO or their affiliates purchased 5,000,000 shares of Class A common stock in the PIPE for a total purchase price of$50,000,000 . The PIPE financing was consummated concurrently with the closing of the CRIS Business Combination. The purpose of the PIPE is to raise additional capital for use byEVgo following the closing of the CRIS Business Combination. The shares of Class B common stock of CRIS automatically converted into shares of Class A common stock at the time of the CRIS Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities were issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock of CRIS converted into shares of Class A common stock were adjusted so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock of CRIS equaled, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the CRIS Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the CRIS Business Combination, and any private placement equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Following the CRIS Business Combination, CRIS was renamed "EVgo Inc. " The CRIS Business Combination was accounted for as a reverse recapitalization. EVgo OpCo was deemed the accounting predecessor and the combined entity was the successor registrant of the CRIS Business Combination, meaning that EVgo OpCo's financial statements for previous periods will be disclosed in the registrant's future periodic reports filed with theSEC . Under this method of accounting, CRIS was treated as the acquired company for financial statement reporting purposes. See Note 3 to the audited consolidated financial statements ofEVgo included elsewhere in this Annual Report for more information.
Government EV Initiatives
In order to encourage the use of EVs, the Federal government as well as state and local governments offer a variety of incentives and rebates. InNovember 2021 ,Congress passed and the President signed theInfrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law. Among other provisions, this legislation included up to$7.5 billion in funding for electric vehicle charging infrastructure through theDepartment of Transportation . TheU.S. Federal government offers a tax credit for qualified plug-in EVs; the minimum credit is$2,500 , and the maximum credit is$7,500 , depending on vehicle weight and battery capacity. These credits will begin to phase out when the vehicle manufacturer reaches certain production levels, and such credit has already been completely phased out for EVs manufactured byGM and Tesla, but legislation under consideration inCongress , if enacted as currently proposed, would alleviate the manufacturer cap and expand the credit both for used and new electric vehicles. States includingCalifornia ,Colorado ,Delaware ,Massachusetts ,New Jersey , andNew York also offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases. EVs are also gaining momentum in the Midwest, and soon states likeIllinois will also begin to offer vehicle and EVSE incentives. Demand for EVs has also been encouraged by regulatory developments and changes in consumer habits. Several states - includingCalifornia ,Oregon ,New Jersey , NewYork, Maryland andMassachusetts - have adopted or proposed mandates for EVs with the goal of more than 8 million EVs on the road by 2030. InSeptember 2020 ,California GovernorGavin Newsom issued an executive order, announcing a target for all in-state sales of new passenger cars and trucks to be zero-emission by 2035. Additionally,California has enacted its Clean Miles Standard aiming to reduce greenhouse gas emissions from TNCs, such as rideshare vehicles, through electrification and other means. In 2021,California also 54
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approved the ACT rule, a regulation that requires an increasing percentage of
medium- and heavy-duty trucks sold in the state to be zero emissions.
EVgo believes these regulations, combined with a shift toward car-sharing and mobility as a service offering as well as broader fleet sustainability trends, will rapidly accelerate EV adoption by fleets in the coming years.
Recargo Acquisition
OnJuly 9, 2021 , a subsidiary ofEVgo acquired Recargo from an affiliate of innogy SE, a European electric utility company based inGermany , for$25.0 million in cash, including repayment of$3.0 million of indebtedness, pursuant to the Recargo Agreement, datedJuly 9, 2021 , by and among innogy e-Mobility US LLC , innogy SE solely in its capacity as guarantor, andEVgo Recargo HoldCo LLC . Recargo is an EV cloud-based data solution provider formed in 2009 and focused on EV app development, market research, data licensing, reporting and advertising. OnDecember 29, 2021 , Recargo converted from aCalifornia corporation to aCalifornia limited liability company.
Key Components of Results of Operations
Revenue
EVgo's revenues are generated across various business lines. The majority ofEVgo's revenue is generated from the sale of charging services, which are comprised of retail, OEM and commercial business lines. In addition,EVgo generates ancillary revenues through the sale of data services, consumer retail services and the development and project management of third-party owned charging sites.EVgo also offers network services to OEM customers, including memberships and marketing. Finally, as a result of owning and operating the EV charging stations,EVgo earns regulatory credits such as California LCFS credits which are sold to generate additional revenue.
Revenue From Related Parties
Historical revenue from related parties consists primarily of revenue received from the Nissan Agreement for the period in which Nissan was a minority owner ofEVgo .EVgo provided, and continues to provide, several service offerings under the Nissan contracts, including charging and ancillary services. As ofJanuary 16, 2020 , the dateLS Power completed its acquisition ofEVgo , Nissan is no longer a related party. In addition, during 2020 and 2021,EVgo entered into various agreements with an affiliate ofLS Power for the purchase and sale of California LCFS credits at prevailing market prices.
Cost of Sales
Cost of Revenue (exclusive of depreciation and amortization shown separately below)
Cost of revenue consists primarily of energy usage fees, site operating and maintenance expenses, warranty and repair services, and site lease and rent expense associated with charging equipment.
Depreciation and Amortization
Depreciation and amortization consist of depreciation related to
Gross Profit (Loss) and Gross Margin
Gross profit (loss) consists of
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Operating Expenses
General and Administrative
General and administrative expenses primarily consist of payroll and related
personnel expenses, IT and office services, customer service and network
charges, office rent expense and professional services. EVgo expects its general
and administrative expenses to increase in absolute dollars as it continues to
grow its business but to decrease over time as a percentage of revenue. EVgo
incurs additional expenses as a result of operating as a public company,
including expenses necessary to comply with the rules and regulations applicable
to companies listed on a national securities exchange and related to compliance
and reporting obligations pursuant to the rules and regulations of the SEC , as
well as higher expenses for general and director and officer insurance, investor
relations and other professional services.
Transaction Bonus
Transaction bonus consists of expenses related to the contingent transaction
bonus awarded to certain eligible employees in connection with
Depreciation, Amortization and Accretion
Depreciation, amortization and accretion consists of depreciation related toEVgo's property, equipment and software not associated with charging equipment, and, therefore, not included in the depreciation and amortization expenses recorded in cost of sales. This also includes amortization ofEVgo's intangible assets and accretion related toEVgo's asset retirement obligations.
Operating Profit (Loss) and Operating Margin
Operating profit (loss) consists ofEVgo's gross profit or loss less general and administrative expenses, transaction bonus expense and depreciation, amortization and accretion in operating expenses. Operating margin is operating loss as a percentage of revenue.
Interest Expense,
Interest expense, related party consists primarily of interest due under the Secured Grid Demand Promissory Note, datedJanuary 16, 2020 , by and betweenEVgo Services and EVgo Holdings (the "LS Power Note"). Pursuant to the terms of the Business Combination Agreement, the LS Power Note was cancelled immediately prior to the CRIS Close Date and deemed to be an equity contribution to the Company, immediately followed by a contribution of such equity interest by
EVgo Holdings to EVgo Holdco.
Other Income, Net (Including Related Parties)
Other income, related parties, consisted of income received under agreements with NRG and Nissan. OnJune 16, 2017 ,EVgo entered into a master EV services agreement with NRG to install and operate a network of EV charging stations on behalf of NRG. NRG compensatedEVgo for costs incurred for operating the charging network. In addition, onMarch 29, 2016 ,EVgo entered into the Nissan Agreement, which requiredEVgo to install and operate a number of chargers on behalf of Nissan. Nissan compensatedEVgo for costs incurred for operating the charging network. Under both agreements, the cost of the chargers was included in property and equipment and the related capital build liability for each agreement is included as a long-term liability on the balance sheet. Subsequent to the LS Power Acquisition Date, income received under the NRG and Nissan agreements are disclosed as other income, net.
Other income, net, consists primarily of income received under the agreements with NRG and Nissan subsequent to the LS Power Acquisition Date as well as unrealized gains on marketable securities.
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Change in Fair Values of Warrant and Earnout Liabilities
The change in the fair values of the warrant and earnout liabilities represents the gain (loss) on the adjustments to mark the warrant and earnout liabilities to fair value for each reporting period.
Income Taxes
EVgo'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. For the years endedDecember 31, 2021 and 2020,EVgo's provision for income taxes and effective tax rates were deemed to be de minimis. As ofDecember 31, 2021 ,EVgo maintained a full valuation allowance onEVgo's net deferred tax assets. There were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties as ofDecember 31, 2021 .
Net Earnings (Loss) Attributable to Redeemable Noncontrolling Interest
Net earnings (loss) attributable to redeemable noncontrolling interest
represents the share of net earnings or loss that is attributable to the holder
of
Key Performance Indicators
Network Throughput
Network throughput represents the total amount of kWh that was consumed by EVs using chargers and charging stations onEVgo's network.EVgo typically monitors kWh sales by business line, customer, and customer class.EVgo believes monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health.
Number of DC Stalls on
Number of DC stalls represents the total number of DC stalls thatEVgo has operational on its network. One stall can charge one vehicle at a time. There are certain configurations ofEVgo sites where one DC charger is capable of charging only one vehicle at a time; all chargers at such a site are counted as one stall per one charger. There are certain configurations ofEVgo sites where one DC charger is capable of charging two vehicles simultaneously; all chargers at such a site are counted as two stalls per one charger. The following table represented network throughput and number of DC stalls onEVgo's network: Combined Successor and Successor PredecessorDecember 31 ,December 31, 2021 2020
Network throughput (GWh) for the three months ended 8.2
4.2
Network throughput (GWh) for the year ended 26.4
15.7
Number of DC stalls onEVgo network as of 1,676
1,422
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Factors Affecting EVgo's Operating Results
EV Sales
The EV charging market is heavily dependent on the general market for EVs and, therefore,EVgo's revenue growth is directly tied to the adoption and continued acceptance and usage of passenger and commercial EVs. The market for EVs is still rapidly evolving and, although demand for EVs has grown in recent years, there is no guarantee of such future demand. Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost? perceptions about the limited range over which EVs may be driven on a single battery charge? availability of services for EVs? consumers' perception about the convenience, speed and cost of EV charging? volatility in the price of gasoline and diesel; EV supply chain disruptions including, but not limited to, availability of certain components (e.g. semiconductors), ability of EV OEMs to ramp-up EV production, availability of batteries, and battery materials; availability, cost and desirability of other alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy gasoline and diesel-powered vehicles; and increases in fuel efficiency. In addition, macroeconomic factors could impact demand for EVs, particularly since EVs can be more expensive than traditional gasoline-powered vehicles. If the market for EVs does not develop as expected or if there is any slowdown or delay in overall adoption of EVs,EVgo's operating results may be adversely affected.
Electrification of Fleets
EVgo faces competition in the fleet segment, including from certain fleet customers who may opt to install and own the charging equipment on their property, but believes its unique set of offerings to fleets and existing charging network positionEVgo advantageously to win business from fleets. Fleet owners are generally more sensitive to the TCO of a vehicle than private-vehicle owners. As such, electrification of vehicle fleets may occur more slowly or more rapidly than management forecasts based on the cost to purchase, operate and maintain EVs and the general availability of such vehicles relative to those of legacy ICE vehicles.EVgo's , and other competitors', ability to offer competitive charging services and value-added ancillary services may impact the cadence at which fleets electrify and may impactEVgo's ability to capture market share in fleets. Additionally, Federal, state and local government support and regulations directed at fleets (or lack thereof) may accelerate or delay fleet electrification and increase or reduceEVgo's business opportunity.EVgo's management is currently monitoring several key rules that may encourage fleet electrification, includingCalifornia's ACT rule and the implementation ofCalifornia's Clean Miles Standard, as well as similar proposals in other zero emission vehicle states. Competition The EV charging industry is increasingly competitive. The principal competitive factors in the industry include charger count, locations and accessibility; charger connectivity to EVs and ability to charge all standards; speed of charging relative to expected vehicle dwell times at the location; DCFC network reliability, scale and local density; software-enabled services offering and overall customer experience; operator brand, track record and reputation; and access to equipment vendors, service providers and policy incentives, and pricing. Existing competitors may expand their product offerings and sales strategies, new competitors may enter the market and certain fleet customers may choose to install and operate their own charging infrastructure. IfEVgo's market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted.
Government Mandates, Incentives and Programs.
TheU.S. Federal government, some state and local governments, and certain utilities provide incentives to end-users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, grants and other financial incentives. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations. For example,EVgo has historically benefitted from the availability of Federal tax credits under Section 30C of the Code. The credits under Section 30C of the Code expired onDecember 31, 2021 , and thus, are not available going forward for EV charging stations placed in service after such date unless such 58 Table of Contents credits are extended retroactively. Current legislation proposals include an extension of the credits under Section 30C of the Code as of and afterDecember 31, 2021 . In addition, inNovember 2021 ,Congress passed and the President signed theInfrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law, which included up to$7.5 billion in funding for electric vehicle charging infrastructure through theDepartment of Transportation . TheU.S. Federal government offers a tax credit for qualified plug-in EVs; the minimum credit is$2,500 and the maximum credit is$7,500 , depending on vehicle weight and battery capacity. These credits will begin to phase out when the vehicle manufacturer reaches certain production levels, and such credit has already been completely phased out for EVs manufactured byGM and Tesla, but legislation under consideration inCongress , if enacted as currently proposed, would alleviate the manufacturer cap and expand the credit both for used and new electric vehicles. States also offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases and have adopted or proposed mandates for EVs as well as mandates that aim to reduce greenhouse gas emissions through electrification such asCalifornia's Clean Miles Standard and the ACT rule. There can be no assurance that any of these programs will have sufficient availability or be extended, or if extended, that such extension will be effective retroactively or that these programs will not be otherwise reduced. Any reduction in rebates, tax credits, grants or other financial incentives could negatively affect the EV market and adversely impactEVgo's business operations and expansion potential. In addition, there is no assuranceEVgo will have the necessary tax attributes to utilize any such credits and may not be able to monetize them given the nascent state of the market for such credits or be able to monetize such credits on favorable terms. New tariffs and policies that could incentivize overbuilding of infrastructure may also have a negative impact on the economics ofEVgo's stations. Furthermore, future tariffs and policy incentives may favor equipment manufactured or assembled at American factories, which may putEVgo's fast charging equipment vendors at a competitive disadvantage, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminatingEVgo's ability to apply or qualify for grants and other government incentives, or by disqualifyingEVgo from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by Federal government agencies.
Technology Risks
EVgo relies on numerous internally developed and externally sourced hardware and software technologies to operate its network and generate earnings.EVgo engages a variety of third-party vendors for non-proprietary hardware and software components. The ability ofEVgo to continue to integrate its technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries will determineEVgo's sustained competitiveness in offering charging services. There is a risk that some or all of the components of the EV technology ecosystem become obsolete andEVgo will be required to make significant investment to continue to effectively operate its business.EVgo's management believesEVgo's business model is well-positioned to enableEVgo to remain technology-, vendor- and OEM-agnostic over time and allow the business to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.
Sale of Regulatory Credits
EVgo derives revenue from selling regulatory credits earned for participating in low carbon fuel standard programs, or other similar carbon or emissions trading schemes, in various states and jurisdictions inthe United States .EVgo currently sells these credits at market prices. These credits are exposed to various market and supply and demand dynamics which can drive price volatility and are difficult to predict. Price fluctuations in credits may have a material effect on future earnings. The availability of such credits depends on continued governmental support for these programs. If these programs are modified, reduced or eliminated,EVgo's ability to generate this revenue in the future would be adversely impacted. In addition to current programs,EVgo's management is currently monitoring proposed programs inColorado ,New York ,Massachusetts ,Washington ,New Mexico and several other states, along with a potential Federal program, as potential future revenue streams.
Results of Operations
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purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Refer to Note 3 to the Company's consolidated financial statements included elsewhere in this Annual Report, for additional information. As a result of the acquisition,EVgo's consolidated financial statements for the period from and afterJanuary 16, 2020 are presented on a different basis than that for the periods beforeJanuary 16, 2020 due to the application of purchase accounting as of the acquisition date and, therefore, are not comparable.
The acquisition resulted in the following principal impacts for the period subsequent to the acquisition date:
? Increased depreciation, amortization, and accretion in operating expenses
resulting from recording of tangible and intangible assets at fair value;
? Increased interest expense resulting from entering into the LS Power Note with
Increased share-based compensation expense resulting from the share-based
? compensation plan formed in accordance with the terms of the acquisition
agreement.
Year Ended
EVgo believes reviewing its operating results for the year endedDecember 31, 2020 by combining results of the 2020 predecessor period and 2020 successor period is more useful in discussing overall operating performance when compared to the 2021 successor period. Results presented separately for the predecessor period and successor period are included within the consolidated financial statements included elsewhere in this Annual Report. The table below presentsEVgo's results of operations for the years endedDecember 31, 2021 and 2020: Combined Successor and Successor Predecessor Year Ended December 31, Change (dollars in thousands) 2021 2020 $ % Revenue$ 21,652 $ 13,220 $ 8,432 64 %
Revenue from related parties 562 1,355 (793) (59) % Revenue$ 22,214 $ 14,575 $ 7,639 52 % Cost of revenue (exclusive of depreciation and amortization shown separately below) (17,058) (14,091) (2,967) 21 % Depreciation and amortization (11,986)
(9,529) (2,457) 26 % Gross loss (6,830) (9,045) 2,215 24 % General and administrative 71,086 35,335 35,751 101 % Transaction bonus - 5,316 (5,316) (100) %
Depreciation, amortization and accretion 11,915 9,504 2,411 25 % Operating loss (89,831) (59,200) (30,631) (52) % Interest expense, related party 1,926
1,414 512 36 % Interest income (69) - (69) Other income, net (607) (12,403) 11,796 95 %
Change in fair value of earnout liability (2,214) - (2,214) Change in fair value of warrant liability (31,105) - (31,105) Net loss (57,762) (48,211) (9,551) (20) % Less: net loss attributable to redeemable noncontrolling interest (51,856) (48,211) (3,645) (8) % Net loss attributable to Class A common stockholders$ (5,906) $
- $ (5,906)
Gross margin (30.7) % (62.1) %
Operating margin (404.4) % (406.2) %
Network throughput (GWh) 26.4 15.7
Number of DC stalls 1,676 1,422
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The table below presents EVgo's revenue for the years ended December 31, 2021
and 2020:
Combined
Successor
and
Successor Predecessor
Year Ended December 31, Change
(dollars in thousands) 2021 2020 $ %
Revenue
Charging revenue, retail $ 11,041 $ 5,866 $ 5,175 88 %
Charging revenue, OEM 812 1,393 (581) (42) %
Charging revenue, commercial 2,420 1,661 759 46 %
Network revenue, OEM 1,510 561 949 169 %
Ancillary revenue 3,408 1,857 1,551 84 %
Regulatory credit sales 3,023 3,237 (214) (7) %
Total revenue $ 22,214 $ 14,575 $ 7,639 52 %
Total revenue for the year endedDecember 31, 2021 increased$7.6 million , or 52%, to$22.2 million compared to$14.6 million for the year endedDecember 31, 2020 . As further discussed below, the increase in revenue during 2021 was primarily due to an 88% increase in retail charging revenue as well as an 84% increase in ancillary revenue, partially offset by the 42% decrease in OEM charging revenue.
Charging Revenue, Retail
Charging revenue, retail, for the year endedDecember 31, 2021 increased$5.2 million , or 88%, to$11.0 million compared to$5.9 million for the year endedDecember 31, 2020 . Year-over-year growth was due to an overall increase in usage and subscription fees driven primarily by a growing number of customers and increased charging volume, as well as the ongoing recovery from COVID-19.
Charging Revenue, OEM
Charging revenue, OEM, for the year endedDecember 31, 2021 decreased$0.6 million , or 42%, to$0.8 million compared to$1.4 million for the year endedDecember 31, 2020 . The decrease was primarily due to the sunset of the Nissan Agreement, in whichEVgo partnered with Nissan to provide charging services for Nissan EVs.
Charging Revenue, Commercial
Charging revenue, commercial, for the year endedDecember 31, 2021 increased$0.8 million , or 46%, to$2.4 million compared to$1.7 million for the year endedDecember 31, 2020 . The increase was attributable to new fleet contracts that became effective during 2021, increased charging volume byEVgo's public fleet customers as well as the ongoing recovery from COVID-19.
Network Revenue, OEM
Network revenue, OEM, for the year endedDecember 31, 2021 increased$0.9 million , or 169%, to$1.5 million compared to$0.6 million for the year endedDecember 31, 2020 due to increased revenue under an OEM agreement related to marketing activities, membership fees and the breakage of prepaid charging credits.
Ancillary Revenue
Ancillary revenue for the year endedDecember 31, 2021 increased by$1.6 million , or 84%, to$3.4 million compared to$1.9 million for the year endedDecember 31, 2020 . The increase was primarily due to the acquisition of Recargo and subsequent inclusion of Recargo's revenues. 61 Table of Contents Regulatory Credit Sales
Regulatory credit sales for the year ended
Cost of Sales
Cost of Revenue (Exclusive of Depreciation and Amortization Shown Separately Below)
Cost of revenue for the year endedDecember 31, 2021 increased$3.0 million , or 21%, to$17.1 million compared to$14.1 million for the year endedDecember 31, 2020 . The increase in cost of sales during 2021 was primarily due to a$1.9 million , or 31%, increase in usage related costs as a result of the overall increase in throughput, as well as the increase in maintenance and other site-related costs resulting from the increased site and stall counts. Partially offsetting those cost increases were decreases year-over-year in ancillary costs driven by lower engineering, procurement, and construction costs.
Depreciation and Amortization
Depreciation and amortization for the year endedDecember 31, 2021 increased$2.5 million , or 26%, to$12.0 million compared to$9.5 million for the year endedDecember 31, 2020 due to the DC stall count growing from 1,422 to 1,676 for the year endedDecember 31, 2021 .
Gross Loss and Gross Margin
Gross loss for the year endedDecember 31, 2021 improved$2.2 million , or 24%, to$6.8 million compared to$9.0 million for the year endedDecember 31, 2020 . Gross margin for the year endedDecember 31, 2021 improved to negative 30.7% compared to negative 62.1% for the year endedDecember 31, 2020 due to the improved operating leverage, as well as an improved ancillary margin including the contribution from Recargo.
Operating Expenses
General and Administrative
General and administrative costs for the year endedDecember 31, 2021 increased$35.8 million , or 101%, to$71.1 million compared to$35.3 million for the year endedDecember 31, 2020 . The difference was due to a$17.4 million increase in payroll expenses driven by higher headcount and higher share-based compensation, a$6.3 million increase in professional services and legal fees, a$6.0 million increase in project development costs driven by increased number of site surveys and non-operational site rent expense and a$3.0 million increase in insurance expenses as a result of the CRIS Business Combination, as well as other expenses undertaken byEVgo in order to drive ongoing growth year-over-year and in future years to ensure thatEVgo can function as a public company.
Transaction Bonus
Transaction bonus expense for the year endedDecember 31, 2020 was$5.3 million due to a contingent transaction bonus awarded to certain eligible employees in conjunction with theLS Power acquisition ofEVgo . There were no such expenses recorded in 2021.
Depreciation, Amortization and Accretion
Depreciation, amortization and accretion expenses for the year endedDecember 31, 2021 increased$2.4 million , or 25%, to$11.9 million compared to$9.5 million for the year endedDecember 31, 2020 . The increase was primarily due to purchase accounting related toEVgo's acquisition of Recargo, which resulted in a higher amount of intangible assets that were amortized in 2021 compared to the prior year. 62
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Operating Loss and Operating Margin
During the year endedDecember 31, 2021 ,EVgo had an operating loss of$89.8 million , an increase of$30.6 million , or 52%, compared to$59.2 million for the year endedDecember 31, 2020 . The increase year-over-year was primarily due to the increased general and administrative expenses, as well as depreciation, amortization and accretion expenses due to an increased number of chargers inEVgo's network and the Recargo acquisition. Operating margin for the year endedDecember 31, 2021 improved to negative 404.4% compared to negative 406.2% for the year endedDecember 31, 2020 .
Interest Expense,
Interest expense, related party, for the year endedDecember 31, 2021 was$1.9 million , an increase of$0.5 million , or 36% compared to$1.4 million for the year endedDecember 31, 2020 due to the additional proceeds received from the LS Power Note during 2021. Other Income, Net Other income, net, for the year endedDecember 31, 2021 decreased to$0.6 million compared to$12.4 million for the year endedDecember 31, 2020 . The decrease was primarily due to decrease in income from one of the capital build programs that ended during 2020 and the release of a contingent liability during 2020.
Changes in Fair Values of Warrant and Earnout Liabilities
The change in the fair values of the warrant and earnout liabilities were due to the liabilities that were assumed in connection with the CRIS Business Combination. For the year endedDecember 31, 2021 , there was a$33.3 million gain primarily due to the change in the fair values of the liabilities from the CRIS Close Date throughDecember 31, 2021 .
Net Loss
Net loss for the year endedDecember 31, 2021 was$57.8 million , a$9.6 million , or 20%, increase compared to$48.2 million for the year endedDecember 31, 2020 . The increased loss was primarily due to the increased general and administrative expenses incurred to support growth; the depreciation, amortization and accretion expenses incurred due to an increased number of chargers inEVgo's network and the Recargo acquisition; and the reduction of other income, net, partially offset by a$33.3 million change in the fair value of the warrant
and earnout liabilities. Non-GAAP Financial Measures
This Annual Report includes the non-GAAP financial measures: "Adjusted Cost of Sales," "Adjusted Gross Profit (Loss)," "Adjusted Gross Margin," "EBITDA," "Adjusted EBITDA" and "Receipts."EVgo believes these measures are useful to investors in evaluatingEVgo's financial performance. In addition,EVgo uses these measures internally to establish forecasts, budgets, and operational goals to manage and monitor its business. Further, due to the nature of certain OEM contracts, there is a significant timing difference between cash receipt and revenue recognition, therefore,EVgo believes Receipts (defined below) provides valuable insight to the ongoing performance and liquidity of the business.EVgo believes that these non-GAAP financial measures help to depict a more realistic representation of the performance of the underlying business, enablingEVgo to evaluate and plan more effectively for the future.EVgo believes that investors should have access to the same set of tools that its management uses in analyzing operating results. Adjusted Cost of Sales (defined below), Adjusted Gross Profit (Loss) (defined below), Adjusted Gross Margin (defined below), EBITDA, Adjusted EBITDA (defined below) and Receipts are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessingEVgo's financial performance. These metrics should not be considered as alternatives to net income (loss) or any other performance measures derived in accordance with GAAP. 63
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Adjusted Cost of Sales, Adjusted Gross Profit (Loss), Adjusted Gross Margin, EBITDA and Adjusted EBITDA.EVgo defines Adjusted Cost of Sales as cost of sales before: (i) depreciation and amortization, (ii) share-based compensation, and (iii) O&M reimbursement. Adjusted Gross Profit (Loss) is defined as revenues less Adjusted Cost of Sales. Adjusted Gross Margin is defined as Adjusted Gross Profit (Loss) as a percentage of revenues.EVgo defines EBITDA as net income (loss) before (i) interest expense, (ii) income taxes and (iii) depreciation and amortization.EVgo defines Adjusted EBITDA as EBITDA plus (i) stock-based compensation expense, (ii) loss on disposal of assets and (iii) other unusual or nonrecurring income (expenses) such as bad debt expense. During the third quarter of 2021, the Company changed its presentation of certain costs that were included as a component of cost of sales in previous periods. The Company now presents these costs as a component of general and administrative expenses. The following is a reconciliation of the previous and current presentation of cost of sales to adjusted cost of sales: Combined Successor and Successor Predecessor Year Ended December 31, (dollars in thousands) 2021 2020
Cost of sales, under previous method$ 33,768 $
27,189 Reclassification (4,724) (3,569) Cost of sales, as reported 29,044 23,620
Less: Depreciation and amortization in cost of sales 11,986 9,529 Less: Share-based compensation and other
(2) (33)
Adjusted cost of sales $ 17,060 $ 14,124
The following table presents the reconciliation of gross loss, the most directly
comparable GAAP measure, to adjusted gross profit for the years ended December
31, 2021 and 2020:
Combined
Successor
and
Successor Predecessor
Year Ended
December 31,
(dollars in thousands) 2021 2020
Gross loss, as reported $ (6,830) $ (9,045) Add: Depreciation and amortization in cost of sales 11,986
9,529
Add: Share-based compensation and other (2)
(33) Adjusted gross profit$ 5,154 $ 451 64 Table of Contents The following table presents the reconciliation of net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the years endedDecember 31, 2021 and 2020: Combined Successor and Successor Predecessor Year Ended December 31, (dollars in thousands) 2021 2020 Net loss$ (57,762) $ (48,211) Adjustments: Depreciation 12,122 9,604 Amortization 10,177 8,261 Accretion 1,602 1,168 Interest income (69) - Interest expense 1,926 1,414 State income tax - 2 EBITDA (32,004) (27,762) Share-based compensation 10,942 942 Loss on disposal of asset 1,311 1,301 Unrealized loss (gain) on investment (554) - Bad debt expense 405 233 Change in fair value of earnout liability (2,214) - Change in fair value of warrant liability (31,105) - Release of contingent liability1 - (3,978) Nonrecurring costs2 1,849 5,307 Adjusted EBITDA$ (51,370) $ (23,957) 1 Includes income related to the release of a$4.0 million contingent liability for the year endedDecember 31, 2020 . See Note 3 to the audited consolidated financial statements ofEVgo included elsewhere in this Annual Report. 2 Includes transaction costs related to the CRIS Business Combination and Recargo acquisition for the year endedDecember 31, 2021 and a$5.3 million of transaction bonus costs related toLS Power's acquisition ofEVgo for the year endedDecember 31, 2020 . See Note 3 to the audited consolidated financial statements ofEVgo included elsewhere in this Annual Report. Receipts.EVgo defines Receipts, a non-GAAP financial measure, as total revenue plus change in deferred revenue over the same period. Pursuant to the term of certain OEM contracts,EVgo is paid well in advance of when revenue can be recognized according to ASC 606; usually, the payment is tied to the number of stalls that commence operations under the applicable contract arrangement.EVgo believes that Receipts provide investors insight into cash generated fromEVgo's customers andEVgo's periodic performance and liquidity.EVgo uses Receipts to monitor and measureEVgo's commercial performance, liquidity and growth asEVgo's OEM customers payEVgo in advance for placing stalls in operation, and thenEVgo recognizes a portion of the related revenue over time. 65
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The calculation of Receipts is set forth in the table below for the following
periods:
Combined
Successor
and
Successor Predecessor
Year Ended
December 31,
(dollars in thousands) 2021 2020
Receipts
Total revenues $ 22,214 $ 14,575
Change in deferred revenue1 21,925 (628)
Total Receipts $ 44,139 $ 13,947 Year-over-year percentage change in total Receipts 216%
1 As presented in the consolidated statements of cash flows. Change in deferred revenue for the year endedDecember 31, 2021 includes the first payment received inMarch 2021 of$20.0 million under one ofEVgo's OEM agreements.
Liquidity and Capital Resources
EVgo has a history of operating losses and negative operating cash flows. As ofDecember 31, 2021 ,EVgo had a cash balance of$485.2 million and working capital of$459.5 million . As ofDecember 31, 2020 ,EVgo had a cash balance of$7.9 million and a working capital deficit of$43.6 million . The Company's net cash inflow for the year endedDecember 31, 2021 was$477.3 million .EVgo believes its cash on hand as ofDecember 31, 2021 is sufficient to meetEVgo's current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Annual Report. To date,EVgo's primary sources of liquidity have been cash flows from the CRIS Business Combination, government grants, strategic relationships with OEMs and loans and equity contributions from its previous owners.EVgo's primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers, and capital expenditures (including property and equipment).EVgo's principal uses of cash in recent periods have been funding its operations and investing in capital expenditures. Following the consummation of the CRIS Business Combination, theCompany Group is obligated to make payments under the Tax Receivable Agreement. The actual timing and amount of any payments that may be made under the Tax Receivable Agreement are unknown at this time and will vary based on a number of factors. However, theCompany Group expects that the payments that it will be required to make to TRA Holders in connection with the Tax Receivable Agreement will be substantial. Any payments made by theCompany Group to TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available toEVgo Inc. or EVgo OpCo. To the extent EVgo OpCo has available cash and subject to the terms of any current or future debt or other agreements, the EVgo OpCo A&R LLC Agreement will require EVgo OpCo to make pro rata cash distributions to holders of EVgo OpCo Units, including Thunder Sub, in an amount sufficient to allow theCompany Group to pay its taxes and to make payments under the Tax Receivable Agreement.EVgo Inc. generally expectsEVgo OpCo to fund such distributions out of available cash. However, except in cases where theCompany Group elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control or theCompany Group has available cash but fails to make payments when due, generally theCompany Group may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest at the rate provided for in the Tax Receivable Agreement, and such interest may significantly exceed theCompany Group's other costs of capital. In certain circumstances (including an early termination of the Tax Receivable Agreement due to a change of control or otherwise), payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, theCompany Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In the case of such an acceleration in connection with a change of control, where applicable,EVgo Inc. generally expects the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration, which could have a significant impact onEVgo's ability to consummate a change of 66 Table of Contents
control or the proceeds received byEVgo's stockholders in connection with a change of control. However, theCompany Group may be required to fund such payment from other sources, and as a result, any early termination of the Tax Receivable Agreement could have a substantial negative impact onEVgo's liquidity or financial condition.
Cash Flows
Year Ended
Combined
Successor
and
Successor Predecessor
Year Ended
December 31,
(dollars in thousands) 2021 2020
Cash flows used in operating activities
(87,765) (19,510)
Cash flows provided by financing activities 594,635 47,078
Net increase in cash and restricted cash $ 477,267 $ 7,147
Operating Activities. Cash used in operating activities for the year ended
December 31, 2021 was $29.6 million compared to cash used in operating
activities of $20.4 million during the year ended December 31, 2020 .
The year-over-year increase was primarily due to an increase in net cash loss of
$23.0 million . In addition, there were increased cash outflows year-over-year of
$6.7 million and $2.1 million related to prepaid expenses and other current and
noncurrent assets, and accounts payable, respectively. Offsetting these
decreases were $22.6 million in cash inflows from deferred revenue and $2.9
million from increased accrued expenses year-over-year.
Investing Activities. Cash used in investing activities for the year ended
December 31, 2021 was $87.8 million , relating to purchases of property and
equipment. Of the $87.8 million , $65.0 million was mainly comprised of purchases
for construction in process and charging equipment and the remaining amount was
related to the Recargo acquisition. During the year ended December 31, 2020 ,
purchases of property and equipment were $19.5 million , comprised of charging
equipment and construction in process.
Financing Activities. Cash provided by financing activities for the year ended
December 31, 2021 was $594.6 million , primarily comprised of proceeds from the
CRIS Business Combination, related party note payable and capital-build funding.
Cash provided by financing activities for the year ended December 31, 2020 was
$47.1 million , consisting of proceeds from the related party note payable,
capital-build funding and contributions.
Working Capital. EVgo's working capital as of December 31, 2021 was $459.5
million , compared to a deficit of $43.6 million as of December 31, 2020 . During
the year ended December 31, 2021 , EVgo's cash balance increased by $477.3
million , accounts receivable, capital build, increased by $6.4 million and
prepaid expenses increased by $1.8 million . The increase in assets were
partially offset by the decrease in the related party note payable of $39.2
million , an increase in the accrued expenses balance of $16.1 million and an
increase in the customer deposits balance of $3.9 million .
Contractual Obligations and Commitments. As of December 31, 2021 , EVgo had $28.7
million in outstanding purchase order commitments to EVgo's contract
manufacturers and component suppliers for charging equipment. In certain
instances, EVgo is permitted to cancel, reschedule or adjust these orders. EVgo
also enters into leases as a lessee in the form of ground leases of land for
certain properties, and as part of EVgo's corporate operations, for office,
warehouse and laboratory leases. Currently, EVgo's operating leases do not have
residual value guarantees or other restrictions or covenants. EVgo expects to
fund these obligations through existing financing or cash flows from operations.
As of December 31, 2021 , EVgo's future contractual obligations as a lessee
included operating lease obligations of $2.3 million during 2022 and $13.7
million thereafter.
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Critical Accounting Policies and Estimates
The discussion and analysis ofEVgo's financial condition and results of operations is based uponEVgo's consolidated financial statements, which have been prepared in accordance with GAAP. The preparation ofEVgo's 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. 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 fromEVgo's estimates. Revisions to estimates are recognized prospectively. See Note 2 to the Company's consolidated financial statements included elsewhere in this Annual Report for additional description of the significant accounting policies that have been followed in preparingEVgo's consolidated financial statements. The accounting policies described below are thoseEVgo considers to be the most critical to an understanding of its financial condition and results of operations and that require the most complex and subjective management judgment.EVgo considers its critical accounting estimates to be those related to its asset retirement obligations, business combinations, and warrant liability, which are described below.
Revenue Recognition
EVgo recognizes revenues in accordance withFinancial Accounting Standards Board ("FASB"), Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. Recording revenues requires judgment, including determining whether an arrangement includes multiple performance obligations, whether any of those obligations are distinct and cannot be combined and allocation of the transaction price to each performance obligation based on the relative standalone selling prices ("SSP"). Some customers receive certain contract elements over time. Changes to the elements in an arrangement or, inEVgo's determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenues reflected in its consolidated financial statements. Understanding the complex terms of some ofEVgo's agreements and determining the appropriate time, amount and method under which the Company should recognize revenue for the related transactions requires significant judgment. The Company exercises judgment in determining which promises in a contract constitute performance obligations rather than set-up activities. The Company determines which activities under a contract transfer a good or service to a customer rather than activities that are required to fulfill a contract but do not transfer control of a good or service to the customer. Determining whether obligations in a contract are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. In reaching its conclusion, the Company assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract. The Company does not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice, and (ii) contracts with variable consideration allocated entirely to a single performance obligation. The Company's remaining performance obligations under these contracts include providing charging services and maintenance services which will be recognized over the next one to four years. Any element of variable consideration is due to the unknown number of users that will receive charging credits or an unknown number of sites that will receive maintenance services. The Company has determined it is not necessary to estimate variable consideration as the uncertainty resolves itself monthly in accordance with the contracts' revenue recognition pattern. The timing and amount of revenue recognition in a period could vary if different judgments were made. Additionally, where there are multiple performance obligations, judgment is required to determine revenue for each distinct performance obligation. Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment to appropriately determine the suitable method for estimating the SSP.EVgo determines SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors. At contract inception,EVgo determines whetherEVgo satisfies the performance obligation over time or at a point in time. Revenues from charging - OEM and ancillary revenue are primarily recognized ratably over time or as fee-bearing 68 Table of Contents usage occurs. Revenues from charging - retail, charging - commercial, and LCFS are usage-based services and recognized at a point in time upon the delivery of the charging services.
Asset Retirement Obligations
EVgo has determined thatEVgo is obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. Determination of the amounts to be recognized inEVgo's consolidated financial statements is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. These estimates and assumptions are very subjective. In addition, there are other external factors which could significantly affect the ultimate settlement costs or timing for these obligations, including changes in environmental regulations and other statutory requirements and fluctuations in industry costs. As a result,EVgo's estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values.
EVgo completes an impairment test of goodwill at least annually or more frequently if facts or circumstances indicate that goodwill might be impaired.Goodwill is tested for impairment at the reporting unit level.EVgo first performs a qualitative assessment of certain ofEVgo's reporting unit. Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance ofEVgo's reporting unit, events or changes affecting the composition or carrying amount of the net assets ofEVgo's reporting unit, sustained decrease inEVgo's share price, and other relevant entity-specific events. IfEVgo elects to bypass the qualitative assessment or ifEVgo determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required.EVgo then performs the goodwill impairment test for each reporting unit by comparing the reporting unit's carrying amount, including goodwill, to its fair value, which is measured based upon, among other factors, a discounted cash flow analysis, as well as market multiples for comparable companies. Estimates critical toEVgo's evaluation of goodwill for impairment include forecasts for revenue, EBITDA growth and long-term growth rates, as well as the discount rates. If the carrying amount of the reporting unit is greater than its fair value, goodwill is considered impaired.
Long-Lived Assets
Long-lived assets, including finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. IfEVgo identifies events or changes in circumstances that could impact recoverability,EVgo compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the loss would be recognized during that period. The impairment loss would be calculated as the difference between the asset carrying values and the present value of estimated net cash flows or comparable market values, giving consideration to recent operating performance and pricing trends.EVgo did not recognize any impairment losses for any periods presented. Business Combinations Business combinations are accounted for using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their respective fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires knowledge of current market values and the values of assets in use, and often requires the application of judgment regarding estimates and assumptions. While the ultimate responsibility resides with management, for certain acquisitionsEVgo retains the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities, including intangible assets and tangible long-lived assets. Acquired intangible assets, excluding goodwill, are valued using various methodologies including discounted cash flows, relief from royalty and multiperiod excess earnings depending on the type of intangible asset purchased. These methodologies incorporate various estimates and assumptions, such as projected revenue growth rates, profit margins and forecasted cash flows based on discount rates and terminal growth rates. 69 Table of Contents Warrant Liability EVgo accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC Topic 480, "Distinguishing Liabilities From Equity" ("ASC 480") and ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed toEVgo's common stock and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside ofEVgo's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized in "changes in fair value of warrant liability" in the consolidated statements of operations. The fair value of the private placement warrants on the date of issuance and on each measurement date is estimated using a Monte Carlo simulation methodology, which includes inputs such asEVgo's stock price, the risk-free interest rate, the expected term, the expected volatility, the dividend rate, the exercise price and the number of private placement warrants outstanding. Assumptions used in the model are subjective and require significant judgment.
Recent Accounting Pronouncements
For a discussion ofEVgo's new or recently adopted accounting pronouncements, see Note 2 to the consolidated financial statements ofEVgo , as of and for the years endedDecember 31, 2021 and 2020, included elsewhere in this Annual Report.
JOBS Act
OnApril 5, 2012 , the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. Following the CRIS Business Combination,EVgo is an "emerging growth company" under the JOBS Act and is allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.EVgo elected to delay the adoption of new or revised accounting standards, and as a result,EVgo may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result,EVgo's financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. As an "emerging growth company,"EVgo is not required to, among other things, (a) provide an auditor's attestation report onEVgo's system of internal control over financial reporting, (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (c) comply with any requirement that may be adopted by thePublic Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (d) disclose comparisons of the chief executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the Initial Public Offering or untilEVgo otherwise no longer qualifies as an "emerging growth company." Following the CRIS Business Combination,EVgo was and currently is a "smaller reporting company" as defined under the Exchange Act.EVgo may continue to be a smaller reporting company so long as either (i) the market value of shares of its common stock held by non-affiliates is less than$250 million or (ii) its annual revenue was less than$100 million during the most recently completed fiscal year and the market value of shares of its common stock held by non-affiliates is less than$700 million . IfEVgo is a smaller reporting company at the time it ceases to be an emerging growth company,EVgo may continue to rely on exemptions from certain disclosure requirements that are available
to
smaller
70
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reporting companies. Specifically, as a smaller reporting company,EVgo may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, ifEVgo is a smaller reporting company under the requirements of (ii) above,EVgo would not be required to obtain an attestation report on internal control over financial reporting issued by its independent registered public accounting firm.
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