The following discussion and analysis should be read in conjunction with EVgo's
unaudited condensed consolidated financial statements and related notes thereto
as of June 30, 2022 and December 31, 2021 and for the three and six months ended
June 30, 2022 and 2021, included elsewhere in this Quarterly Report. In addition
to historical information, this discussion contains forward-looking statements
that involve risks, uncertainties, and assumptions that could cause EVgo'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" in this
Quarterly Report. Factors which could cause such differences are discussed
therein.

Overview

EVgo owns and operates the U.S.' largest public DC fast charging network and the
first to be powered by 100% renewable electricity through the purchase of
renewable energy credits. Founded in 2010 and a key leader 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.

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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
on EVgo's network. In addition, a variety of business-to-business commercial
relationships provide EVgo 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: EVgo sells electricity directly to drivers who access

EVgo's publicly available networked chargers. Various pricing plans exist for

customers, and drivers have the choice to charge as members (with monthly fees

and reduced per minute or Kilowatt-hour ("kWh") pricing), through a

subscription service or as non-members. Drivers locate the chargers through

EVgo's mobile application, their vehicle's in-dash navigation system or

third-party databases that license charger-location information from EVgo. EVgo

installs its chargers in parking 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. EVgo

believes its offerings are well aligned 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 EVgo through EVgo's owner and/or operator model,

as EVgo is responsible for the installation and 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 incorporates flexible ownership models through EVgo eXtendTM,

which helps Site Hosts invest in and build EV charging stations for their

customers.

Charging Revenue, OEM: EVgo is a key leader in OEM charging programs with

revenue 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. EVgo contracts directly with OEMs to provide charging services

? to drivers who have purchased or leased such OEMs' EVs and who access EVgo's

public charger network, to expand EVgo's network of owned DCFCs and to provide

other related services. Other related services currently provided to OEMs by

EVgo include co-marketing, data services and digital application services. EVgo


   views its OEM relationships as a core customer acquisition channel.


   Charging Revenue, Commercial: High volume fleet customers, such as

transportation network companies ("TNCs") or delivery services, can access

EVgo's charging infrastructure through EVgo's public network. Pricing for

charging services is most often negotiated directly between EVgo and the fleet

owner based on the business needs and usage patterns of the fleet. In these

? arrangements EVgo contracts with, and bills, either the fleet owner directly or

an individual fleet driver utilizing EVgo's chargers. Access to EVgo's public

network allows fleet and rideshare operators to support 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
charging as a service ("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 electric vehicle supply equipment
("EVSE"). EVgo offers a variety of pricing models for its dedicated charging
solutions, including a mix of volumetric commitments and variable and fixed
payments to EVgo 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.


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   Network Revenue, OEM: Revenue related to contracts that have significant

charger infrastructure build programs, which represent set-up costs under ASC

606. Proceeds from these contracts are allocated to performance obligations

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, EVgo offers a variety of

software-driven digital, development and operations services to its customers.

These offerings currently include customization of digital applications and

charging data integration. EVgo currently pilots micro-targeted advertising

? services, smart charging reservations, loyalty programs and access to chargers

behind parking lot pay gates. EVgo also offers maintenance services and

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, EVgo earns

regulatory credits, such as LCFS and other regulatory credits, in states where

such programs are enacted currently, Fast Charging Infrastructure in California

? and Clean Fuel Standards in Oregon. These credits are generated through

charging station operations based on the amount of kWh sold. EVgo earns

additional revenue through the sale of these credits to buyers obligated to

purchase the credits to comply with the program mandates.

Recent Developments

Geopolitical and Macroeconomic Environment



During the last several years, the global economy has experienced disruption and
sustained volatility from a number of factors. In particular, the global
outbreak of COVID-19 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 led to overall
reduced economic activity.

The COVID-19 pandemic impacted EVgo's operations through reduced network
throughput, 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.

More recently, Russia's military invasion of Ukraine and the subsequent
sanctions imposed on Russia, Belarus, the so called Donetsk People's Republic
and the so called Luhansk People's Republic have led to, and will likely
continue to lead to, geopolitical instability, market uncertainty and supply
disruptions. Finally, rising inflation has increased operating costs for many
businesses and, together with slowing economic growth and fear of a recession,
has led governments to change monetary policy in response.

The current economic environment remains uncertain and the extent to which our
operating and financial results for future periods will be impacted by the
COVID-19 pandemic, the ongoing conflict in Ukraine, increasing inflation,
government efforts to reduce inflation and any recession will largely depend on
future developments, which are highly uncertain and cannot be reasonably
estimated at this time.

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Government EV Initiatives

In order to encourage the use of EVs, the U.S. federal government as well as
state and local governments offer a variety of incentives and rebates. In
November 2021, Congress passed and the President signed the Infrastructure
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 EV
charging infrastructure through the Department of Transportation. The U.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 (with several manufacturers, such
as Toyota, hitting such production levels this year or in the future), and such
credit has already been completely phased out for EVs manufactured by GM and
Tesla, Inc. ("Tesla"), but legislation under consideration in Congress, if
enacted as currently proposed, would alleviate the manufacturer cap and expand
the credit both for used and new EVs. However, it is uncertain whether such
legislation will be enacted, and, if enacted, whether such legislation will be
enacted as proposed. In July 2022, the Department of Energy announced funding of
$96 million to support the decarbonization of the domestic transportation
system, to include the expansion of EV charging accessibility and the
development of electric drive components and materials to aid both EV efficiency
and affordability. States including California, Colorado, Delaware,
Massachusetts, New Jersey and New 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 like Illinois 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 - including California, Oregon, New Jersey,
New York, Maryland and Massachusetts - have adopted or proposed mandates for EVs
with the goal of more than 8.0 million EVs on the road by 2030. In September
2020, California Governor Gavin 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. And, in January 2022, Governor Newsom introduced a $10
billion zero-emission vehicle package to accelerate this transition.
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 approved the Advanced
Clean Truck Rule ("ACT rule"), a regulation that requires an increasing
percentage of medium- and heavy-duty trucks sold in the state to be zero
emissions. Washington, New York, New Jersey, Massachusetts and Oregon have also
adopted the ACT rule.

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.

Key Components of Results of Operations

Revenue

EVgo's revenues are generated across various business lines. The majority of
EVgo's revenue is generated from the sale of charging services, which are
comprised of retail, OEM and fleet 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 Party

EVgo entered into various agreements with an affiliate of LS Power for the purchase and sale of California LCFS credits at prevailing market prices.



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Cost of Sales

Cost of Revenue

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 consists of depreciation related to EVgo's property and equipment associated with charging equipment and installation and includes the amortization of EVgo's capital build liabilities.

Gross Profit (Loss) and Gross Margin

Gross profit (loss) consists of EVgo's revenue less its cost of revenues and depreciation and amortization. Gross margin is gross profit (loss) as a percentage of revenue.

Operating Expenses

General and Administrative Expenses



 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
also expects to incur 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.

Depreciation, Amortization and Accretion





Depreciation, amortization and accretion consists of depreciation related to
EVgo'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 of EVgo's intangible
assets and accretion related to EVgo's asset retirement obligations.

Operating Profit (Loss) and Operating Margin



 Operating profit (loss) consists of EVgo'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 consists of amounts paid upon the purchase of debt securities.

Interest Expense, Related Party


 Interest expense, related party consists primarily of interest due under the
Secured Grid Demand Promissory Note, dated January 16, 2020, by and between EVgo
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.

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Interest Income

Interest income consists primarily of the interest earned on cash, cash equivalents and debt securities.

Other (Expense) Income, Net

Other (expense) income, net, consists primarily of unrealized gains and losses on marketable securities.

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) resulting from adjusting 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.

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 EVgo's Class B common stock.

Key Performance Indicators

EVgo management uses several performance metrics to manage the business and evaluate financial and operating performance. EVgo considers the following indicators to be of critical importance:

Network Throughput





Network throughput represents the total amount of Gigawatt hours ("GWh") that
was consumed by EVs using chargers and charging stations on EVgo's network. EVgo
typically monitors GWh 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 EVgo's Network and Customer Accounts


Number of DC stalls represents the total number of DC stalls that EVgo has
operational on its network. One stall can charge one vehicle at a time. There
are certain configurations of EVgo 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 of EVgo 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 the number of DC stalls on EVgo's network:

                                                      June 30,    June 30,
                                                        2022        2021

Network throughput (GWh) for the three months ended 10.1 6.1 Network throughput (GWh) for the six months ended 18.1 10.2


Number of DC stalls on EVgo network as of                 1,937       1,548



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Factors Affecting EVgo's Operating Results

EVgo believes its performance and future success depend on several factors, including those discussed below and in "Part II, Item 1A., Risk Factors."

EV Sales

EVgo's revenue growth is directly tied to the adoption and continued acceptance
and usage of passenger and commercial EVs sold, which it believes drives the
demand for electricity, charging infrastructure and charging services. 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. Additionally, as
demand increases, the supply must keep pace for adoption to continue to
accelerate at a rapid pace. 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 and/or allocate sufficient quantities of EV models to the
U.S. market; availability of batteries, and battery materials; availability,
cost and desirability of other alternative fuel vehicles, plug-in hybrid EVs 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 emerging fleet electrification 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 position EVgo advantageously to win business from
fleets. Fleet owners are generally more sensitive to the total cost of ownership
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 internal combustion engine 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 impact EVgo'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 reduce EVgo's business opportunity. EVgo's
management is currently monitoring several key rules that may encourage fleet
electrification, including California's ACT rule and the implementation of
California's Clean Miles Standard, as well as similar proposals in other zero
emission vehicle states and potential action at the federal level.

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, 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. If EVgo's market share
decreases due to increased competition, its revenue and ability to generate
profits in the future may be impacted.

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Government Mandates, Incentives and Programs


The U.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 on December 31, 2021, and thus, are not
available going forward for EV charging stations placed in service after such
date unless such credits are extended retroactively. Current legislation under
consideration in Congress includes an extension of the credits under Section 30C
of the Code as of and after December 31, 2021 as well as an expansion of the
credit starting in 2023 going forward to 2032. In addition, in November 2021,
Congress passed and the President signed the Infrastructure Investment and Jobs
Act, also known as the Bipartisan Infrastructure Law, which included up to $7.5
billion in funding for EV charging infrastructure through the Department of
Transportation. The U.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 (with
several manufacturers, such as Toyota, hitting such production levels this year
or in the near future), and such credit has already been completely phased out
for EVs manufactured by GM and Tesla, but legislation under consideration in
Congress, if enacted as currently proposed, would alleviate the manufacturer cap
and expand the credit both for used and new EVs. However, it is uncertain
whether such legislation will be enacted, and if enacted, whether such
legislation will be enacted as proposed. Various 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 as California'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 impact EVgo's business
operations and expansion potential. In addition, there is no assurance EVgo 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 of EVgo's stations. Furthermore, future tariffs and
policy incentives may favor equipment manufactured or assembled at American
factories, which may or may not put EVgo's fast charging equipment vendors at a
competitive disadvantage, including by increasing the cost or delaying the
availability of charging equipment, by challenging or eliminating EVgo's ability
to apply or qualify for grants and other government incentives, or by
disqualifying EVgo 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 of EVgo 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 determine EVgo'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 and EVgo will be required to make
significant investment to continue to effectively operate its business. EVgo's
management believes EVgo's business model is well-positioned to enable EVgo 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 in the U.S. 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.

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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 in Colorado, New York, Massachusetts, Washington, New Mexico and
several other states, along with a potential federal program, as potential
future revenue streams.

Results of Operations

Three Months Ended June 30, 2022 and 2021





The table below presents EVgo's results of operations for the three months ended
June 30, 2022 and 2021:

                                                  Three Months Ended June 30,                  Change
(dollars in thousands)                              2022                2021                $            %
Revenue                                        $         9,076     $         4,783      $    4,293       90 %
Revenue from related party                                   -                   -               -        -
Total revenue                                            9,076               4,783           4,293       90 %
Cost of revenue                                        (5,719)             (3,752)         (1,967)       52 %

Depreciation and amortization                          (4,101)             (2,705)         (1,396)       52 %
Gross loss                                               (744)             (1,674)             930       56 %
General and administrative                              32,178              13,338          18,840      141 %
Depreciation, amortization and accretion                 4,132               2,545           1,587       62 %
Operating loss                                        (37,054)            (17,557)        (19,497)    (111) %
Interest expense                                          (13)                   -            (13)
Interest expense, related party                              -             (1,039)           1,039      100 %
Interest income                                            636                   1             635     999+ %
Other (expense) income, net                              (158)                 174           (332)    (191) %
Change in fair value of earnout liability                4,891                   -           4,891
Change in fair value of warrant liability               48,712                   -          48,712
Income (loss) before income tax expense                 17,014            (18,421)          35,435      192 %
Income tax expense                                        (17)                   -            (17)
Net income (loss)                                       16,997            (18,421)          35,418      192 %
Less: net income (loss) attributable to
redeemable noncontrolling interest                      12,518            (18,421)          30,939      168 %
Net income attributable to Class A common
stockholders                                   $         4,479     $             -      $    4,479

Gross margin                                             (8.2) %            (35.0) %
Operating margin                                       (408.3) %           (367.1) %
Network throughput (GWh)                                  10.1                 6.1
Number of DC stalls                                      1,937               1,548


The table below presents EVgo's revenue for the three months ended June 30, 2022
and 2021:

                               Three Months Ended June 30,            Change
(dollars in thousands)           2022               2021            $          %
Revenue
Charging revenue, retail     $       4,389      $       2,498    $ 1,891      76 %
Charging revenue, OEM                  189                150         39      26 %

Charging revenue, commercial           654                546        108   

  20 %
Network revenue, OEM                   887                275        612     223 %
Ancillary revenue                      829                639        190      30 %
Regulatory credit sales              2,128                675      1,453     215 %
Total revenue                $       9,076      $       4,783    $ 4,293      90 %


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Total revenue for the three months ended June 30, 2022 increased $4.3 million,
or 90%, to $9.1 million compared to $4.8 million for the three months ended
June 30, 2021. As further discussed below, the increase in revenue during the
three months ended June 30, 2022 was primarily due to a 76% increase in retail
charging revenue as a result of the increased throughput, as well as a 215%
increase in regulatory credit sales.

Charging Revenue, Retail





Charging revenue, retail, for the three months ended June 30, 2022 increased
$1.9 million, or 76%, to $4.4 million compared to $2.5 million for the three
months ended June 30, 2021. Period-over-period 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 three months ended June 30, 2022 stayed flat at
$0.2 million compared to the three months ended June 30, 2021 as there was no
material change to agreements and limited pick up of driver activity.

Charging Revenue, Commercial





Charging revenue, commercial, for the three months ended June 30, 2022 increased
$0.1 million, or 20%, to $0.7 million compared to $0.5 million for the three
months ended June 30, 2021. The increase was attributable to new fleet contracts
that became effective towards the end of the three months ended June 30, 2021,
increased charging volume by EVgo's public fleet customers as well as the
ongoing recovery from COVID-19.

Network Revenue, OEM





Network revenue, OEM, for the three months ended June 30, 2022 increased $0.6
million, or 223%, to $0.9 million compared to $0.3 million for the three months
ended June 30, 2021 primarily due to increased membership fees, and breakage of
prepaid charging credits as a result of increased membership activity and
increased joint marketing activity under the OEM agreements.

Ancillary Revenue





Ancillary revenue for the three months ended June 30, 2022 increased $0.2
million, or 30%, to $0.8 million compared to $0.6 million for the three months
ended June 30, 2021. The increase was primarily due to the acquisition of
PlugShare and subsequent inclusion of PlugShare's revenues in ancillary revenue
partially offset by reduced equipment sales revenue.

Regulatory Credit Sales


Regulatory credit sales for the three months ended June 30, 2022 increased $1.5
million, or 215%, to $2.1 million compared to $0.7 million for the three months
ended June 30, 2021. The period-over-period increase was primarily due to a new
contract with a buyer who will purchase all of EVgo's regulatory credits on an
ongoing basis as well as the sales of credits generated in prior fiscal year,
partially offset by the decrease in price per credit.

Cost of Sales

Cost of Revenue (Exclusive of Depreciation and Amortization Shown Separately Below)





Cost of revenue for the three months ended June 30, 2022 increased $2.0 million,
or 52%, to $5.7 million compared to $3.8 million for the three months ended
June 30, 2021. The increase in cost of revenues was due to an increase of $1.3
million in non-energy costs due to an increased stall count and $0.8 million in
increased energy and other variable costs due to increased throughput, partially
offset by lower cost of equipment sales.

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Depreciation and Amortization



Depreciation and amortization for the three months ended June 30, 2022 increased
$1.4 million, or 52%, to $4.1 million compared to $2.7 million for the three
months ended June 30, 2021 due to growth in EVgo's asset base.

Gross Loss and Gross Margin


Gross loss for the three months ended June 30, 2022 improved $0.9 million, or
56%, to $0.7 million compared to $1.7 million for the three months ended
June 30, 2021. Gross margin for the three months ended June 30, 2022 improved
26.8% to negative 8.2% compared to negative 35.0% for the three months ended
June 30, 2021 due to the improved leveraging of both energy and non-energy
related costs due to higher revenue, as well as improved ancillary margin and
higher regulatory credit sales.

Operating Expenses

General and Administrative



General and administrative costs for the three months ended June 30, 2022
increased $18.8 million, or 141%, to $32.2 million compared to $13.3 million for
the three months ended June 30, 2021. The difference was driven by an $11.7
million increase in payroll expenses due to higher headcount and higher
share-based compensation, a $1.8 million increase in loss on fixed asset
disposals, a $1.6 million increase in insurance expenses, a $2.1 million
increase in legal service and professional service expenses, as well as a $1.4
million increase in software expenses.

Depreciation, Amortization and Accretion

Depreciation, amortization and accretion expenses increased by $1.6 million, or 62%, and was $4.1 million and $2.5 million for the three months ended June 30, 2022 and 2021. The increase was primarily due to higher intangible asset amortization related to the PlugShare acquisition and software amortization.

Operating Loss and Operating Margin


During the three months ended June 30, 2022, EVgo had an operating loss of $37.1
million, an increase of $19.5 million, or 111%, compared to $17.6 million for
the three months ended June 30, 2021. Operating margin for the three months
ended June 30, 2022 decreased to negative 408.3% compared to negative 367.1% for
the three months ended June 30, 2021. The increase in operating loss
period-over-period was primarily due to an increase in general and
administrative expenses, partially offset by the improvement in gross margin.

Interest Expense

For the three months ended June 30, 2022, interest expense was de minimis. There was no interest expense for the three months ended June 30, 2021.

Interest Expense, Related Party



There was no interest expense for the three months ended June 30, 2022. Interest
expense for the three months ended June 30, 2021 was $1.0 million. The decrease
was related to conversion of the borrowings under the LS Power Note to equity on
the CRIS Close Date.

Interest Income

Interest income for the three months ended June 30, 2022 was $0.6 million.
Interest income for the three months ended June 30, 2021 was de minimis. The
increase was a result of the interest earned on debt securities during the

three
months ended June 30, 2022.

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Other (Expense) Income, Net

Other (expense) income, net, for the three months ended June 30, 2022 decreased
by $0.3 million, or 191%, to $0.2 million of other expense, net, compared to
$0.2 million of other income, net, for the three months ended June 30, 2021. The
decrease was primarily due to unrealized losses on marketable equity
securities.

Changes in Fair Values of Warrant and Earnout Liabilities



The change in the fair values of the warrant and earnout liabilities relates to
the liabilities that were assumed in connection with the CRIS Business
Combination. For the three months ended June 30, 2022, there was a $53.6 million
gain primarily due to a reduction in the fair values of the liabilities during
the second quarter of 2022. See "Part I, Item 1. Financial Statements - Note 11
- Fair Value Measurements" for more information.

Income Taxes



For the three months ended June 30, 2022 and 2021, EVgo's provision for income
taxes and effective tax rates were de minimis as the current income tax benefit
was offset by the change in the valuation allowance.

Net Income (Loss)



Net income for the three months ended June 30, 2022 was $17.0 million, a $35.4
million, or 192%, improvement compared to a net loss of $18.4 million for the
three months ended June 30, 2021. The change to net income was primarily driven
by a $53.6 million decrease in the fair value of the warrant and earnout
liabilities during the three months ended June 30, 2022, as well as improved
gross loss, partially offset by increased general and administrative expenses
incurred to support growth, increased depreciation, amortization and accretion
expenses incurred due to the PlugShare acquisition and an increased number of
chargers in EVgo's network.

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Table of Contents

Six Months Ended June 30, 2022 and 2021





The table below presents EVgo's results of operations for the six months ended
June 30, 2022 and 2021:


                                                            Six Months Ended June 30,                 Change
(dollars in thousands)                                         2022             2021              $             %
Revenue                                                   $       16,776     $     8,352      $    8,424        101 %
Revenue from related party                                             -   

         562           (562)      (100) %
Total revenue                                                     16,776           8,914           7,862         88 %
Cost of revenue                                                 (10,565)         (7,113)         (3,452)         49 %

Depreciation and amortization                                    (7,555)         (5,152)         (2,403)         47 %
Gross loss                                                       (1,344)         (3,351)           2,007         60 %
General and administrative                                        57,606          25,344          32,262        127 %
Depreciation, amortization and accretion                           8,019   

       5,055           2,964         59 %
Operating loss                                                  (66,969)        (33,750)        (33,219)       (98) %
Interest expense                                                    (13)               -            (13)

Interest expense, related party                                        -   

     (1,915)           1,915        100 %
Interest income                                                      691               1             690       999+ %
Other (expense) income, net                                        (422)             632         (1,054)      (167) %

Change in fair value of earnout liability                          2,627               -           2,627
Change in fair value of warrant liability                         25,839               -          25,839
Loss before income tax expense                                  (38,247)   

    (35,032)         (3,215)        (9) %
Income tax expense                                                  (22)               -            (22)
Net loss                                                        (38,269)        (35,032)         (3,237)        (9) %
Less: net loss attributable to redeemable
noncontrolling interest                                         (28,349)        (35,032)           6,683         19 %

Net loss attributable to Class A common stockholders $ (9,920)

 $         -      $  (9,920)

Gross margin                                                       (8.0) %        (37.6) %
Operating margin                                                 (399.2) %       (378.6) %
Network throughput (GWh)                                            18.1            10.2
Number of DC stalls                                                1,937           1,548


The table below presents EVgo's revenue for the six months ended June 30, 2022
and 2021:

                                Six Months Ended June 30,              Change
(dollars in thousands)            2022               2021           $          %
Revenue
Charging revenue, retail     $        7,891      $      4,302    $ 3,589       83 %
Charging revenue, OEM                   340               482      (142)     (29) %

Charging revenue, commercial          1,363             1,037        326   

   31 %
Network revenue, OEM                  1,377               807        570       71 %
Ancillary revenue                     2,299             1,043      1,256      120 %
Regulatory credit sales               3,506             1,243      2,263      182 %
Total revenue                $       16,776      $      8,914    $ 7,862       88 %


Total revenue for the six months ended June 30, 2022 increased $7.9 million, or
88%, to $16.8 million compared to $8.9 million for the six months ended
June 30, 2021. As further discussed below, the increase in revenue during the
six months ended June 30, 2022 was primarily due to an 83% increase in retail
charging revenue, a 182% increase in regulatory credit sales, as well as a 120%
increase in ancillary revenue.

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Charging Revenue, Retail

Charging revenue, retail, for the six months ended June 30, 2022 increased $3.6
million, or 83%, to $7.9 million compared to $4.3 million for the six months
ended June 30, 2021. Period-over-period 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 six months ended June 30, 2022 decreased $0.1
million, or 29%, to $0.3 million compared to $0.5 million for the six months
ended June 30, 2021. The decrease was primarily driven by the expiration of one
of EVgo's OEM programs.

Charging Revenue, Commercial



Charging revenue, commercial, for the six months ended June 30, 2022 increased
$0.3 million, or 31%, to $1.4 million compared to $1.0 million for the six
months ended June 30, 2021. The increase was attributable to new fleet contracts
that became effective during 2021, increased charging volumes by the Company's
public fleet customers and also due to the ongoing recovery from COVID-19.

Network Revenue, OEM



 Network revenue, OEM, for the six months ended June 30, 2022 increased $0.6
million, or 71%, to $1.4 million compared to $0.8 million due to increased
membership fees, and breakage of prepaid charging credits as a result of
increased membership activity and increased joint marketing activity under

the
OEM agreements.



Ancillary Revenue

Ancillary revenue for the six months ended June 30, 2022 increased $1.3 million,
or 120%, to $2.3 million compared to $1.0 million for the six months ended
June 30, 2021. The increase was primarily due to the acquisition of PlugShare
and subsequent inclusion of PlugShare's revenues in ancillary revenue, partially
offset by reduced equipment sales and engineering, procurement and construction
revenue.



Regulatory Credit Sales

Regulatory credits for the six months ended June 30, 2022 increased $2.3
million, or 182%, to $3.5 million compared to $1.2 million for the six months
ended June 30, 2021. The period-over-period increase was primarily due to a new
contract with a buyer who will purchase all of EVgo's regulatory credits on an
ongoing basis as well as the sales of credits generated in prior fiscal year,
partially offset by the decrease in price per credit.



Cost of Sales

Cost of Revenue (Exclusive of Depreciation and Amortization Shown Separately Below)



Cost of revenue for the six months ended June 30, 2022 increased $3.5 million,
or 49%, to $10.6 million compared to $7.1 million for the six months ended
June 30, 2021. The increase in cost of sales during the six months ended
June 30, 2022 was due to an increase of $2.1 million in non-energy costs from an
increased stall count, $1.5 million in increased energy and other variable costs
due to increased throughput, partially offset by a decrease of $0.3 million in
equipment cost of sales and engineering and construction costs.

Depreciation and Amortization

Depreciation and amortization for the six months ended June 30, 2022 increased $2.4 million, or 47%, to $7.6 million compared to $5.2 million for the six months ended June 30, 2021 due to a higher stall count.



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Gross Loss and Gross Margin

Gross loss for the six months ended June 30, 2022 improved by $2.0 million, or
60%, to $1.3 million compared to $3.4 million for the six months ended
June 30, 2021. Gross margin for the six months ended June 30, 2022 improved
29.6% to negative 8.0% compared to negative 37.6% for the six months ended
June 30, 2021 due to the improved leveraging of energy and non-energy related
costs, increased regulatory credit sales, as well as improved ancillary margin.

Operating Expenses

General and Administrative



General and administrative costs for the six months ended June 30, 2022
increased $32.3 million, or 127%, to $57.6 million compared to $25.3 million for
the six months ended June 30, 2021. The difference was driven by a $19.9 million
increase in payroll expenses due to higher headcount and higher share-based
compensation, a $3.2 million increase in insurance expenses, a $3.0 million
increase in software expenses, a $3.0 million increase in legal service and
professional service expenses, as well as a $2.5 million increase in loss on
fixed asset disposals.

Depreciation, Amortization and Accretion


Depreciation, amortization and accretion expenses for the six months ended
June 30, 2022 increased $3.0 million, or 59%, to $8.0 million compared to $5.1
million for the six months ended June 30, 2021. The increase was primarily due
to higher intangible asset amortization as a result of the PlugShare acquisition
and software amortization.


Operating Loss and Operating Margin



During the six months ended June 30, 2022, EVgo had an operating loss of $67.0
million, an increase of $33.2 million, or 98%, compared to $33.8 million for the
six months ended June 30, 2021. Operating margin for the six months ended
June 30, 2022 decreased to negative 399.2% compared to negative 378.6% for the
six months ended June 30, 2021. The increase in operating loss
period-over-period was primarily due to an increase in general and
administrative expenses, partially offset by the improvement in gross margin.



Interest Expense

For the six months ended June 30, 2022, interest expense was de minimis. There was no interest expense for the six months ended June 30, 2021.

Interest Expense, Related Party



There was no interest expense for the six months ended June 30, 2022. For the
six months ended June 30, 2021, interest expense was $1.9 million. The decrease
was related to conversion of the borrowings under the LS Power Note that was
converted to equity on the CRIS Close Date.

Interest Income

Interest income for the six months ended June 30, 2022 was $0.7 million. Interest income for the six months ended June 30, 2021 was de minimis. The increase was a result of the interest earned on investments made in the six months ended June 30, 2022.

Other (Expense) Income, Net



Other (expense) income, net, for the six months ended June 30, 2022 decreased
$1.1 million, or 167%, to $0.4 million of other expense, net, compared to $0.6
million of other income, net, for the six months ended June 30, 2021. The
decrease was primarily due to unrealized losses on marketable equity securities.

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  Table of Contents

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 six months ended June 30, 2022, there was a $28.5 million
gain primarily due to a reduction in the fair values of the liabilities during
the first six months of 2022. See "Part I, Item 1. Financial Statements - Note
11 - Fair Value Measurements" for more information.

Income Taxes



For the six months ended June 30, 2022 and 2021, EVgo's provision for income
taxes and effective tax rates were de minimis as the current income tax benefit
was offset by the change in the valuation allowance.

Net Loss



Net loss for the six months ended June 30, 2022 was $38.3 million, a $3.2
million, or 9% increase compared to $35.0 million for the six months ended
June 30, 2021. 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 in EVgo's network and the PlugShare acquisition, partially offset by
improved gross loss and change in fair value of warrant and earnout liabilities.

Non-GAAP Financial Measures



This Quarterly 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 evaluating EVgo'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, enabling EVgo 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 assessing EVgo'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.

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) OEM 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) share-based
compensation expense, (ii) loss on disposal of assets and (iii) other unusual or
nonrecurring income (expenses) such as bad debt expense.

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The following is a reconciliation of adjusted cost of sales and adjusted gross profit for the three and six months ended June 30, 2022 and 2021:



                                                 Three Months Ended June 30,          Six Months Ended June 30,
(dollars in thousands)                             2022                2021             2022               2021
Total revenue                                 $        9,076      $        4,783   $       16,776     $        8,914

Cost of sales                                          9,820               6,457           18,120             12,265
Less: Depreciation and amortization in cost
of sales                                             (4,101)             (2,705)          (7,555)            (5,152)
Less: Share-based compensation and other                (18)               

   6             (20)                 12
Adjusted cost of sales                        $        5,701      $        3,758   $       10,545     $        7,125

Adjusted gross profit                         $        3,375      $        1,025   $        6,231     $        1,789

The following is a reconciliation of adjusted gross margin for the three and six months ended June 30, 2022 and 2021:



                                                   Three Months Ended June 30,           Six Months Ended June 30,
                                                        2022                2021              2022              2021
Gross margin                                                     (8.2) %     (35.0) %                (8.0) %    (37.6) %
Depreciation and amortization in cost of sales                    45.4         56.4                   45.1        57.7
Less: Share-based compensation and other                           0.0     

    0.0                    0.0         0.0
Adjusted gross margin                                             37.2 %       21.4 %                 37.1 %      20.1 %


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:

                                        Three Months Ended       Six Months Ended
                                            June 30,                June 30,
(dollars in thousands)                  2022         2021       2022         2021
Cost of sales, under previous method1 $  11,582    $   7,548  $  21,617    $  14,288
Reclassification                        (1,762)      (1,091)    (3,497)      (2,023)
Cost of sales, as reported            $   9,820    $   6,457  $  18,120    $  12,265

1 The three and six months ended June 30, 2021 are presented as previously


  reported.


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The following unaudited table presents the reconciliation of net income (loss),
the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the
three and six months ended June 30, 2022 and 2021:

                                                   Three Months Ended          Six Months Ended
                                                       June 30,                   June 30,
(dollars in thousands)                             2022          2021         2022          2021
Net income (loss)                               $   16,997    $ (18,421)   $ (38,269)    $ (35,032)
Adjustments:

Depreciation, net of capital-build amortization      4,170         2,749   

    7,687         5,230
Amortization                                         3,564         2,147        6,929         4,294
Accretion                                              499           354          958           683
Interest income                                      (636)           (1)        (691)           (1)
Interest expense                                        13         1,039           13         1,915
State income tax                                        17             -           22             -
EBITDA                                              24,624      (12,133)     (23,351)      (22,911)
Share-based compensation                             7,042           531       10,548         1,010

Loss on disposal of property and equipment           1,879           116        2,889           347
Unrealized loss (gain) on equity securities            150         (175)          405         (577)
Bad debt expense                                        35            98          151           168
Change in fair value of earnout liability          (4,891)             -      (2,627)             -
Change in fair value of warrant liability         (48,712)             -   

 (25,839)             -
Nonrecurring costs                                      36           554        (189)         1,175
Adjusted EBITDA                                 $ (19,837)    $ (11,009)   $ (38,013)    $ (20,788)


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 from EVgo's
customers and EVgo's periodic performance and liquidity. EVgo uses Receipts to
monitor and measure EVgo's commercial performance, liquidity and growth as
EVgo's OEM customers pay EVgo in advance for placing stalls in operation, and
then EVgo recognizes a portion of the related revenue over time. The calculation
of Receipts is set forth in the table below for the following periods:

                                                     Three Months Ended        Six Months Ended
                                                          June 30,                June 30,
(dollars in thousands)                                2022          2021       2022        2021
Receipts
Total revenues                                     $    9,076     $  4,783   $ 16,776    $  8,914
Change in deferred revenue1                              (11)          225      (572)      20,778
Total Receipts                                     $    9,065     $  5,008   $ 16,204    $ 29,692

Year-over-year percentage change in total Receipts        81%              

(45)%

1 Change in deferred revenue for the six months ended June 30, 2021 includes the

first payment received in March 2021 of $20.0 million under one of EVgo's OEM

agreements.

Liquidity and Capital Resources

EVgo has a history of operating losses and negative operating cash flows. As of
June 30, 2022, EVgo had a cash, restricted cash and cash equivalents balance of
$345.0 million and working capital of $326.5 million. As of December 31, 2021,
EVgo had a cash, restricted cash and cash equivalents balance of $485.2 million
and working capital of $459.5 million. The Company's net cash outflow for the
six months ended June 30, 2022 was $140.2 million. EVgo believes its cash on
hand as of June 30, 2022 is sufficient to meet EVgo's current working capital
and capital expenditure requirements for a period of at least twelve months from
the filing date of this Quarterly Report.

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Table of Contents


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, including the purchase of
EV chargers for installation.

In July 2022, EVgo entered into the Delta Charger Supply Agreement and the
Purchase Order with Delta, pursuant to which EVgo will purchase and Delta will
sell EV chargers manufactured by Delta from time to time in specified quantities
at certain delivery dates over a period of four years. EVgo is obligated to
purchase at least 1,000 chargers (which will enable the construction of 2,000
stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order
with the option, at EVgo's election, to increase the number of chargers
purchased to 1,100. Under the terms of the Purchase Order, EVgo will receive
delivery of 600 chargers in the 11 months following July 12, 2022 and is
required to make full payment on such chargers within sixty (60) days of
receipt. EVgo's obligations under the Purchase Order are take-or-pay
obligations; however, EVgo's liability is capped at a maximum of the greater of
$30.0 million or 50% of the value of any outstanding firm orders. EVgo entered
into the Delta Charger Supply Agreement and Purchase Order in order to meet its
obligations under the Pilot Infrastructure Agreement, other potential
contractual commitments and its own needs and intends to fund the capital
expenditure required under the Delta Charger Supply Agreement and Purchase Order
with proceeds from the Pilot Infrastructure Agreement as well as cash on hand.

Following the consummation of the CRIS Business Combination, the Company 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, the Company 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 the Company Group to TRA Holders under the Tax
Receivable Agreement will generally reduce the amount of cash that might have
otherwise been available to EVgo 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 the Company Group to pay its taxes and to make
payments under the Tax Receivable Agreement. EVgo generally expects EVgo OpCo to
fund such distributions out of available cash. However, except in cases where
the Company 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 the Company Group has available cash but fails to make
payments when due, generally the Company 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 the Company 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, the Company 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 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 on EVgo's ability to consummate a change of
control or the proceeds received by EVgo's stockholders in connection with a
change of control. However, the Company 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 on EVgo's
liquidity or financial condition.

Cash Flows

                                                              Six Months Ended June 30,
(dollars in thousands)                                           2022              2021

Cash flows used in operating activities                     $      (38,370)     $  (1,357)
Cash flows used in investing activities                           (106,836)

(23,341)


Cash flows provided by financing activities                           5,032

18,185

Net decrease in cash, restricted cash and cash equivalents $ (140,174)

$  (6,513)


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Operating Activities. Cash used in operating activities for the six months ended
June 30, 2022 was $38.4 million compared to cash used by operating activities of
$1.4 million during the six months ended June 30, 2021. The year-over-year
change was primarily due to a decrease of $21.4 million in cash inflows from
deferred revenue and cash loss from operations of $15.8 million. Offsetting
these decreases were $3.5 million of increased cash inflows related to prepaid
expenses and other current and noncurrent assets and $1.5 million of increased
cash inflows from receivables from related parties.

Investing Activities. Cash used in investing activities for the six months ended
June 30, 2022 was $106.8 million, relating to $34.7 million for purchases of
investments in various debt securities and $72.3 million of property, equipment
and software, which was primarily comprised of costs for construction in process
and charging equipment. During the six months ended June 30, 2021, cash used in
investing activities was $23.3 million related to purchases of property and
equipment, comprised of charging equipment and costs for construction in
process.

Financing Activities. Cash provided by financing activities for the six months
ended June 30, 2022 was $5.0 million, primarily comprised of proceeds from
capital-build funding. Cash provided by financing activities for the six months
ended June 30, 2021 was $18.2 million, consisting principally of proceeds from,
and payments on, the related party note payable.

Working Capital. EVgo's working capital as of June 30, 2022 was $326.5 million,
compared to a $459.5 million as of December 31, 2021. During the six months
ended June 30, 2022, EVgo's cash balance decreased by $140.2 million,
receivables from related party decreased $1.5 million, prepaid expenses
decreased by $4.1 million and accrued liabilities increased by $16.3 million.
The decrease in assets was offset by purchase of short-term available-for-sale
investments of $27.8 million.


Critical Accounting Policies and Estimates



The discussion and analysis of EVgo's financial condition and results of
operations is based upon EVgo's condensed consolidated financial statements,
which have been prepared in accordance with GAAP. The preparation of EVgo'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.
Managements 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. The Company's significant
accounting policies are discussed in Note 2 of the notes to the consolidated
financial statements as of and for the fiscal years ended December 31, 2021 and
2020, included in the Company's Annual Report.

There have been no significant changes to EVgo's critical accounting policies
other than the implementation of a comprehensive new lease standard during the
six months ended June 30, 2022. See "Part I, Item 1. Financial Statements - Note
5 - Lease Accounting" for further information on EVgo's accounting policies
related to the implementation of the comprehensive new lease standard.

Recent Accounting Pronouncements

For a discussion of EVgo's new or recently adopted accounting pronouncements, see "Part I, Item 1. Financial Statements - Note 2 - Summary of Significant Accounting Policies."



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Jumpstart Our Business Startups Act of 2012



On April 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 on EVgo'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 the Public 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 until EVgo 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. If EVgo 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 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, if EVgo 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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