ChargePoint Holdings, Inc 10-Q for FY2023 Q2

ChargePoint Holdings, Inc. (CHPT)

10-Q 2022-09-08 For: 2022-07-31

Added on April 12, 2026

About this 10-Q

ChargePoint Holdings, Inc filed this 10-Q on September 8, 2022, covering the quarter ended July 31, 2022 (FY2023 Q2).

Headline figures

Quarter ended July 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $108.29M; up 93.0% from $56.12M a year earlier
Net loss: $92.7M; compared with a net loss of $84.94M a year earlier
Diluted EPS: -$0.28; compared with -$0.29 a year earlier

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Delaware						84-1747686
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)


240 East Hacienda Avenue Campbell, CA						95008
(Address of principal executive offices)						(Zip Code)


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o


		Page
Part I - Financial Information

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52

Part II - Other Information

Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults Upon Senior Securities	86
Item 4.	Mine Safety Disclosures	86
Item 5.	Other Information	86
Item 6.	Exhibits	88

Signatures		89


ChargePoint Holdings, Inc. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of July 31 , 2022 and January 31, 2022 (unaudited)			6
Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31 , 2022 and 2021 (unaudited)			7
Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended July 31, 2022 and 2021 (unaudited)			8
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Six Months Ended July 31 , 2022 and 2021 (unaudited)			9
Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31 , 2022 and 2021 (unaudited)			11
Notes to Condensed Consolidated Financial Statements (unaudited)			13


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	July 31, 2022		January 31, 2022

Assets
Current assets:
Cash and cash equivalents	$	187,662	$	315,235
Restricted cash	400		400
Short-term investments	283,880		—
Accounts receivable, net of allowance of $6,731 as of July 31, 2022 and $5,584 as of January 31, 2022	109,922		75,939
Inventories	53,420		35,879
Prepaid expenses and other current assets	44,902		36,603
Total current assets	680,186		464,056
Property and equipment, net	36,699		34,593
Intangible assets, net	94,482		107,209
Operating lease right-of-use assets	22,571		25,535
Goodwill	205,580		218,484
Other assets	6,512		6,020
Total assets	$	1,046,030	$	855,897

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	45,145		27,576
Accrued and other current liabilities	110,096		84,328
Deferred revenue	83,529		77,142

Total current liabilities	238,770		189,046
Deferred revenue, noncurrent	84,052		69,666
Debt, noncurrent	294,334		—
Operating lease liabilities	22,727		25,370
Deferred tax liabilities	13,383		17,697


Other long-term liabilities	1,075		7,104
Total liabilities	654,341		308,883
Commitments and contingencies (Note 9)

Stockholders’ equity (deficit):
Common stock: $0.0001 par value; 1,000,000,000 shares authorized as of July 31, 2022 and January 31, 2022; 338,820,463 and 334,760,615 shares issued and outstanding as of July 31, 2022 and January 31, 2022, respectively	34		33
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of July 31, 2022 and January 31, 2022; 0 issued and outstanding as of July 31, 2022 and January 31, 2022	—		—
Additional paid-in capital	1,414,301		1,366,855
Accumulated other comprehensive loss	(29,025)		(8,219)
Accumulated deficit	(993,621)		(811,655)
Total stockholders’ equity	391,689		547,014
Total liabilities and stockholders’ equity	$	1,046,030	$	855,897


	Three Months Ended July 31				Six Months Ended July 31,
	2022		2021		2022		2021
Revenue
Networked charging systems	$	84,148	$	40,874	$	143,699	$	67,674
Subscriptions	20,244		12,082		37,890		22,906
Other	3,900		3,165		8,336		6,051
Total revenue	108,292		56,121		189,925		96,631
Cost of revenue
Networked charging systems	74,352		35,384		130,618		59,126
Subscriptions	13,278		7,830		23,905		13,470
Other	2,509		2,130		5,142		4,041
Total cost of revenue	90,139		45,344		159,665		76,637
Gross profit	18,153		10,777		30,260		19,994
Operating expenses
Research and development	51,804		40,410		100,105		65,784
Sales and marketing	33,873		21,923		66,460		37,897
General and administrative	22,846		22,732		43,893		37,199
Total operating expenses	108,523		85,065		210,458		140,880
Loss from operations	(90,370)		(74,288)		(180,198)		(120,886)
Interest income	1,460		25		1,566		47
Interest expense	(2,928)		—		(3,862)		(1,499)
Change in fair value of redeemable convertible preferred stock warrant liability	—		—		—		9,237
Change in fair value of common stock warrant liabilities	—		(10,421)		(24)		33,340
Change in fair value of contingent earnout liability	—		—		—		84,420
Transaction costs expensed	—		—		—		(7,031)
Other (expense) income, net	(1,254)		(189)		(1,702)		(174)
Net loss before income taxes	(93,092)		(84,873)		(184,220)		(2,546)
Provision for (benefit from) income taxes	(392)		65		(2,254)		103
Net loss	$	(92,700)	$	(84,938)	$	(181,966)	$	(2,649)

Cumulative dividends on redeemable convertible preferred stock	—		—		—		(4,292)
Deemed dividends attributable to vested option holders	—		—		—		(51,855)
Deemed dividends attributable to common stock warrant holders	—		—		—		(110,635)
Net loss attributable to common stockholders - Basic	$	(92,700)	$	(84,938)	$	(181,966)	$	(169,431)
Gain attributable to earnout shares issued	—		—		—		(84,420)
Change in fair value of dilutive warrants	—		(7,427)		—		(53,540)
Net loss attributable to common stockholders - Diluted	$	(92,700)	$	(92,365)	$	(181,966)	$	(307,391)
Weighted average shares outstanding - Basic	336,813,555		312,227,526		335,736,772		266,197,482
Weighted average shares outstanding - Diluted	336,813,555		313,602,100		335,736,772		275,577,000
Net loss per share - Basic	$	(0.28)	$	(0.27)	$	(0.54)	$	(0.64)
Net loss per share - Diluted	$	(0.28)	$	(0.29)	$	(0.54)	$	(1.12)


	Three Months Ended, July 31				Six Months Ended July 31,
	2022		2021		2022		2021
Net loss	$	(92,700)	$	(84,938)	$	(181,966)	$	(2,649)
Other comprehensive loss:
Foreign currency translation adjustment	(6,562)		(12)		(19,502)		(5)
Unrealized loss on short-term investments, net of tax	(1,303)		—		(1,303)		—
Other comprehensive loss	(7,865)		(12)		(20,805)		(5)
Comprehensive loss	$	(100,565)	$	(84,950)	$	(202,771)	$	(2,654)


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
		Shares			Amount
		(in thousands, except share data)
Balances as of January 31, 2022		334,760,615	$	33		$	1,366,855	$	(8,219)	$	(811,655)	$	547,014
Issuance of common stock under stock plans, net of tax withholding		1,631,104	1			772		—		—		773
Issuance of common stock upon exercise of warrants		16,948	—			48		—		—		48
Issuance of common stock upon ESPP purchase		263,962	—			3,920		—		—		3,920
Vesting of early exercised stock options		—	—			17		—		—		17
Stock-based compensation		—	—			15,527		—		—		15,527
Net loss		—	—			—		—		(89,266)		(89,266)
Other comprehensive loss		—	—			—		(12,941)		—		(12,941)
Balances as of April 30, 2022		336,672,629	$	34		$	1,387,139	$	(21,160)	$	(900,921)	$	465,092
Issuance of common stock under stock plans, net of tax withholding		2,147,834	—			728		—		—		728


Vesting of early exercised stock options		—	—			15		—		—		15
Stock-based compensation		—	—			26,419		—		—		26,419
Net loss		—	—			—		—		(92,700)		(92,700)
Other comprehensive loss		—	—			—		(7,865)		—		(7,865)
Balances as of July 31, 2022		338,820,463	$	34		$	1,414,301	$	(29,025)	$	(993,621)	$	391,689


	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Deficit
	Shares(1)	Amount		Shares(1)	Amount
				(in thousands, except share data)
Balances as of January 31, 2021	182,934,257	$	615,697	22,961,032	$	2	$	62,736	$	155	$	(679,414)	$	(616,521)
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend	(182,934,257)	(615,697)		194,060,336	20		615,677		—		—		615,697
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reserve capitalization	—	—		—	—		66,606		—		—		66,606
Issuance of common stock upon the reverse recapitalization, net of issuance costs	—	—		60,746,989	6		200,460		—		—		200,466
Issuance of common stock upon exercise of warrants	—	—		9,766,774	1		225,375		—		—		225,376
Contingent earnout liability recognized upon the closing of the reverse recapitalization	—	—		—	—		(828,180)		—		—		(828,180)
Issuance of earnout shares upon triggering events, net of tax withholding	—	—		17,539,657	2		488,303		—		—		488,305
Reclassification of remaining contingent earn-out liability upon triggering event	—	—		—	—		242,640		—		—		242,640
Vesting of early exercised stock options	—	—		—	—		78		—		—		78
Repurchase of early exercised common stock	—	—		(1,588)	—		—		—		—		—
Stock-based compensation	—	—		—	—		7,577		—		—		7,577
Net loss	—	—		—	—		—		—		82,289		82,289
Other comprehensive income	—	—		—	—		—		7		—		7
Balances as of April 30, 2021	—	$	—	305,073,200	$	31	$	1,081,272	$	162	$	(597,125)	$	484,340
Issuance of common stock upon release of restricted stock units	—	—		652,901	—		—		—		—		—
Issuance of common stock upon exercise of warrants	—	—		4,378,568	—		113,608		—		—		113,608
Issuance of common stock upon exercise of vested stock options	—	—		3,292,219	—		1,761		—		—		1,761
Issuance of earnout shares upon triggering events, net of tax withholding	—	—		8,773,596	1,000		(8,081)		—		—		(8,080)
Vesting of early exercised stock options	—	—		—	—		40		—		—		40
Stock-based compensation	—	—		—	—		28,293		—		—		28,293
Net loss	—	—		—	—		—		—		(84,938)		(84,938)
Other comprehensive loss	—	—		—	—		—		(12)		—		(12)
Balances as of July 31, 2021	—	$	—	322,170,484	$	32	$	1,216,893	$	150	$	(682,063)	$	535,012


			Shares
Common stock of Switchback, outstanding prior to Merger			39,264,704
Less redemption of Switchback shares			(33,009)
Less surrender of Switchback Founder Shares			(984,706)
Common stock of Switchback			38,246,989
Shares issued in PIPE			22,500,000
Merger and PIPE financing shares (1)			60,746,989
Legacy ChargePoint shares (2)			217,021,368
Total shares of common stock immediately after Merger			277,768,357


	July 31, 2022		January 31, 2022
	(in thousands)
Cash and cash equivalents	$	187,662	$	315,235
Restricted cash	400		400
Total cash, cash equivalents, and restricted cash	$	188,062	$	315,635


Balance as of January 31, 2022	$	218,484
Foreign exchange fluctuations	(12,904)
Balance as of July 31, 2022	$	205,580


	July 31, 2022
	Cost (1)		Accumulated Amortization (1)		Net (1)		Useful Life
Customer Relationships	$	86,713	$	(7,357)	$	79,356	10
Developed Technology	17,705		(2,579)		15,126		6
	$	104,418	$	(9,936)	$	94,482


	January 31, 2022
	Cost (1)		Accumulated Amortization (1)		Net (1)		Useful Life
Customer Relationships	$	93,065	$	(3,223)	$	89,842	10
Developed Technology	18,731		(1,364)		17,367		6
	$	111,796	$	(4,587)	$	107,209


	July 31, 2022		January 31, 2022
	(in thousands)
Furniture and fixtures	$	1,044	$	903
Computers and software	6,558		6,147
Machinery and equipment	20,682		16,193
Tooling	11,303		10,572
Leasehold improvements	10,123		10,549
Owned and operated systems	21,566		22,546
Construction in progress	4,406		2,720
	75,682		69,630
Less: Accumulated depreciation	(38,983)		(35,037)
Total Property and Equipment, Net	$	36,699	$	34,593


	July 31, 2022
(in thousands)	Gross Amount		Debt Discount and Issuance Costs		Carrying Amount		Estimated Fair Value
2027 Convertible Note	$	300,000	$	(5,666)	$	294,334	$	246,000
Total long-term debt	$	300,000	$	(5,666)	$	294,334	$	246,000


	Fair Value Measured as of July 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money market funds	$	75,954	$	—	$	—	$	75,954
U.S. Treasury securities	—		283,880		—		283,880
Total financial assets	$	75,954	$	283,880	$	—	$	359,834
Liabilities

Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)	—		—		5,488		5,488
Total financial liabilities	$	—	$	—	$	5,488	$	5,488


	Fair Value Measured as of January 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money market funds	$	254,716	$	—	$	—	$	254,716
Total financial assets	$	254,716	$	—	$	—	$	254,716
Liabilities
Common stock warrant liabilities (Private Placement)	$	—	$	—	$	25	$	25
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)	—		—		5,993		5,993
Total financial liabilities	$	—	$	—	$	6,018	$	6,018


	Private placement warrant liability		ViriCiti Earnout liability
	(in thousands)
Fair value as of January 31, 2022	$	(25)	$	(5,993)


Change in fair value included in other income (expense), net	(23)		—
Effect of foreign currency translation	—		505
Reclassification of warrants to stockholders’ equity (deficit) due to exercise	48		—




Fair value as of July 31, 2022	$	—	$	(5,488)


	Redeemable convertible preferred stock warrant liability		Private placement warrant liability		Earnout liability
	(in thousands)
Fair value as of January 31, 2021	$	(75,843)	$	—	$	—
Private placement warrant liability acquired as part of the merger	—		(127,888)		—
Contingent earnout liability recognized upon the closing of the reverse recapitalization	—		—		(828,180)
Change in fair value included in other income (expense), net	9,237		49,264		84,420
Reclassification of warrants to stockholders’ equity (deficit) due to exercise	—		51,756		—
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization	66,606		—		—
Issuance of earnout shares upon triggering events	—		—		501,120
Reclassification of remaining contingent earnout liability upon triggering event	—		—		242,640
Fair value as of July 31, 2021	$	—	$	(26,868)	$	—


	July 31, 2022
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury Securities	$	282,577	$	—	$	(1,303)	$	283,880
	$	282,577	$	—	$	(1,303)	$	283,880


	Three Months Ended July 31,				Six Months Ended July 31,
	2022		2021		2022		2021
	(in thousands)
United States	$	84,610	$	51,109	$	146,925	$	86,219
Rest of World	23,682		5,012		43,000		10,412
Total revenue	$	108,292	$	56,121	$	189,925	$	96,631


	Three Months Ended July 31,		Six Months Ended July 31,
	2022		2022
(in thousands)
Contractual interest expense	$	2,625	$	3,500
Amortization of debt discount and issuance costs	303		362

Total interest expense	$	2,928	$	3,862


	(in thousands)
2023 (remaining nine months)	$	3,188
2024	6,018
2025	5,643
2026	4,667
2027	4,489
Thereafter	10,255
Total undiscounted operating lease payments	34,260
Less: imputed interest	(8,047)
Total operating lease liabilities	26,213
Less: current portion of operating lease liabilities	(3,486)
Operating lease liabilities, noncurrent	$	22,727


	July 31, 2022	January 31, 2022
Stock options issued and outstanding	19,280,776	22,200,869
Restricted stock units outstanding	15,383,445	4,033,418
Common stock warrants outstanding	35,524,021	35,549,024
Shares available for grant under 2021 Equity Incentive Plan	40,909,760	36,370,596
Shares available for grant under 2021 ESPP	11,263,328	8,177,683
Shares available for conversion under 2027 Convertible Notes	20,743,081	—
Total shares of Common Stock reserved	143,104,411	106,331,590


	Legacy Warrants	Private Placement Warrants	Total Common Stock Warrants
Outstanding as of January 31, 2022	35,538,589	10,435	35,549,024

Warrants Exercised	(14,568)	(10,435)	(25,003)

Outstanding as of July 31, 2022	35,524,021	—	35,524,021


	March 12, 2021		February 26, 2021
Current stock price	$27.84		$30.83
Expected volatility	72.00	%	71.60	%
Risk-free interest rate	0.85	%	0.75	%
Dividend rate	0.00	%	0.00	%
Expected term (years)	4.96		5.00


	July 31, 2022
	Unrecognized Stock-Based Compensation Expense		Weighted-Average Period
	(in thousands, except period in years)
Stock Options	$	24,007	1.31
RSU	164,193		3.49
PRSU	19,046		2.87
ESPP	9,028		1.61
Total unrecognized stock-based compensation expense	$	216,274


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2022	4,033,418	$	26.27
RSU granted	10,930,410	$	12.61
RSU vested	(1,176,506)	$	21.17
RSU forfeited	(409,603)	$	18.67
Outstanding as of July 31, 2022	13,377,719	$	15.79


	June 1, 2022
Expected volatility	74.02	%
Risk-free interest rate	2.78	%
Dividend rate	—	%
Expected term (in years)	0.71 - 1.73


	Number of Stock Option Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2022	22,200,869	$	0.68	6.6	$	292,362
Options exercised	(2,602,432)	$	0.58
Options cancelled	(317,661)	$	0.75

Outstanding as of July 31, 2022	19,280,776	$	0.69	6.3	$	277,956
Options vested and expected to vest as of July 31, 2022	19,209,593	$	0.69	6.3	$	276,935
Exercisable as of July 31, 2022	14,592,828	$	0.67	5.9	$	210,669


	July 31, 2022	July 31, 2021
2027 Convertible Note (on an as-converted basis)	12,483,569	—
Options to purchase common stock	19,280,776	26,401,717
Restricted stock units	13,377,719	4,017,149
Unvested early exercised common stock options	89,877	211,464
Common stock and preferred stock warrants	35,524,021	37,075,846
Employee stock purchase plan	1,739,928	—
Total potentially dilutive common share equivalents	82,495,890	67,706,176


	July 31,
Networked Charging Systems	2022			2021			Change
	(dollar amounts in thousands)
Three months ended	$	84,148		$	40,874		$	43,274	105.9	%
Percentage of total revenue	77.7		%	72.8		%

Six months ended	$	143,699		$	67,674		$	76,025	112.3	%
Percentage of total revenue	75.7		%	70.0		%


	July 31,
Other Revenue	2022			2021			Change
	(dollar amounts in thousands)
Three months ended	$	3,900		$	3,165		$	735	23.2	%
Percentage of total revenue	3.6		%	5.6		%

Six months ended	$	8,336		$	6,051		$	2,285	37.8	%
Percentage of total revenue	4.4		%	6.3		%


	July 31,
Cost of Networked Charging Systems Revenue	2022			2021			Change
	(dollar amounts in thousands)
Three months ended	$	74,352		$	35,384		$	38,968	110.1	%
Percentage of networked charging systems revenue	88.4		%	86.6		%

Six months ended	$	130,618		$	59,126		$	71,492	120.9	%
Percentage of networked charging systems revenue	90.9		%	87.4		%


	July 31,
Cost of Subscriptions Revenue	2022			2021			Change
	(dollar amounts in thousands)
Three months ended	$	13,278		$	7,830		$	5,448	69.6	%
Percentage of subscriptions revenue	65.6		%	64.8		%

Six months ended	$	23,905		$	13,470		$	10,435	77.5	%
Percentage of subscriptions revenue	63.1		%	58.8		%