8-K/A
ChargePoint Holdings, Inc. (CHPT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): September 1, 2021
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39004 | 84-1747686 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 240 East Hacienda Avenue<br> <br>Campbell, CA | 95008 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(408) 841-4500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.0001 | CHPT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K (this “Amendment No. 1”) amends the Current Report on Form 8-K filed by ChargePoint Holdings, Inc. on September 1, 2021 (the “Original Report”) to correct the EDGAR tag associated with the Original Report. While the Original Report was available on the Securities and Exchange Commission’s EDGAR site at 4:16 p.m. Eastern Time, because of a technical error, the Original Report incorrectly appeared on the EDGAR system as responsive to Item 2.01, “Completion of Acquisition or Disposition of Assets.”
Except as noted above, this Amendment No. 1 does not modify or update the Original Report or Exhibit 99.1 thereto.
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On September 1, 2021, ChargePoint Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal second quarter ended July 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release dated as of September 1, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHARGEPOINT HOLDINGS, INC. | |
|---|---|
| By: | /s/ Rex S. Jackson |
| Name: Rex S. Jackson | |
| Title: Chief Financial Officer |
Date: September 1, 2021
EX-99.1
Exhibit 99.1
ChargePoint Reports Second Quarter Fiscal 2022 Financial Results; Raises Full-Year Revenue Guidance
| • | Quarterly revenue increased 61% year over year |
|---|---|
| • | Full-year revenue guidance raised 15% to $225 – $235 million |
| --- | --- |
| • | Activated ports exceed 118,000 as of July 31 with over 5,400 in Europe and over 3,700 DC fast chargeports |
| --- | --- |
| • | Announced agreement to acquire European e-mobility technology provider has·to·be,and acquired eBus and commercial vehicle management provider ViriCiti |
| --- | --- |
| • | Introduced global fleet charging portfolio and announced seamless charging integration in-vehicle andin-app with Mercedes-Benz USA |
| --- | --- |
Campbell, Calif. – September 1, 2021 – ChargePoint Holdings, Inc. (NYSE:CHPT) (“ChargePoint”), a leading electric vehicle (EV) charging network, today reported results for its second quarter of fiscal 2022 ended July 31, 2021.
“ChargePoint’s strong second quarter results demonstrate our continued growth and leadership in the electric revolution,” said Pasquale Romano, President and CEO of ChargePoint. “We achieved record revenue, significantly grew our commercial, fleet and residential businesses, launched a charging integration with Mercedes, announced our agreement to acquire e-mobility technology provider has·to·be and acquired eBus and commercial vehicle management provider ViriCiti.”
Second Quarter Fiscal 2022 Financial Overview
| • | Revenue. For the second quarter, revenue was $56.1 million, an increase of 61% from<br>$35.0 million in the prior year’s same quarter. Networked charging revenue for the second quarter was $40.9 million, an increase of 91% from $21.4 million in the prior year’s same quarter. Revenue growth was significant in<br>North America and Europe across the commercial, fleet and residential verticals. Commercial customers of all types are investing in charging for their consumers, employees and visitors and demand for residential products has grown as vehicle<br>arrivals accelerate. |
|---|---|
| • | Gross Margin. Second quarter GAAP gross margin was 19.2%, down from 25.8% in the prior year’s same<br>quarter primarily as a result of increased stock-based compensation expense, lower regulatory credits, product mix, and increased supply chain costs, partially offset by product cost improvements. Second quarter<br>non-GAAP gross margin, which primarily excludes stock-based compensation expense, was 23.1% compared to 25.7% in the prior year’s same quarter. |
| --- | --- |
| • | Net Income/Loss. Second quarter GAAP net loss was $84.9 million, which included a $10.4 million<br>loss from the change in fair value of warrant liabilities and $28.3 million in stock-based compensation expense. Non-GAAP net loss, which excludes stock-based compensation expense and other items, in the<br>second quarter was $40.4 million as compared to $22.6 million in the prior year’s same quarter. |
| --- | --- |
| • | Liquidity. As of July 31, 2021, cash on the balance sheet was $618.5 million. During the quarter<br>approximately 4.4 million warrants were exercised for $44.3 million in cash. |
| --- | --- |
| • | Shares Outstanding. As of July 31, 2021, there were approximately 322 million shares of common<br>stock outstanding. |
| --- | --- |
For a reconciliation of our GAAP to non-GAAP results, please see the tables below.
Third Quarter and Full-year Guidance
ChargePoint expects revenue of $60 - $65 million for its third quarter ending October 31, 2021 and is raising its full year revenue outlook to $225 - $235 million, from $195 - $205 million, for the fiscal year ending January 31, 2022.
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Conference Call Information
ChargePoint will host a webcast today at 1:30 p.m. Pacific / 4:30 p.m. Eastern to review its second quarter fiscal 2022 financial results and its outlook for the third quarter of and full-year fiscal 2022.
Investors may access the webcast, supplemental financial information and investor presentation at ChargePoint’s investor relations website (investors.chargepoint.com) under the “Events and Presentations” section. A replay will be available three hours after the conclusion of the webcast and archived for one year.
About ChargePoint
ChargePoint is creating a new fueling network to move people and goods on electricity. Since 2007, ChargePoint has been committed to making it easy for businesses and drivers to go electric with one of the largest EV charging networks and a comprehensive portfolio of charging solutions available today. ChargePoint’s cloud subscription platform and software-defined charging hardware are designed to include options for every charging scenario from home and multifamily to workplace, parking, hospitality, retail and transport fleets of all types. Today, one ChargePoint account provides access to hundreds-of-thousands of places to charge in North America and Europe. To date, more than 92 million charging sessions have been delivered, with drivers plugging into the ChargePoint network every two seconds or less. For more information, visit the ChargePoint pressroom, the ChargePoint InvestorRelations site, or contact ChargePoint’s North American or European press offices or Investor Relations.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties, and assumptions including statements regarding our financial outlook for the third fiscal quarter ending October 31, 2021 and fiscal year ending January 31, 2022. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: developments and changes in the general market; the continuing impact of COVID-19, including in our business and those of our customers and suppliers; political, economic, and business conditions; our limited operating history as a public company; our ability as an organization to successfully integrate ViriCiti and has·to·be and acquire and integrate other companies, products or technologies in a successful manner; our dependence on widespread acceptance and adoption of EVs and increased installation of charging stations; our current dependence on sales of charging stations for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand in Europe; the need to attract additional fleet operators as customers; potential adverse effects on our revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by us; the effects of competition; risks related to our dependence on our intellectual property; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2021, which is available on our website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
Use of Non-GAAP Financial Measures
ChargePoint has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company uses these non-GAAP financial measures internally in analyzing its financial results and believes that the use of these non-GAAP financial measures is useful to investors to evaluate ongoing operating results and trends, and in comparing the Company’s financial results with other companies in its industry as well other technology companies, many of which present similar non-GAAP financial measures.
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The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of the company’s historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.
Non-GAAP Gross Margin. ChargePoint defines non-GAAP gross margin as gross margin excluding amortization expense of acquired intangible assets, stock-based compensation expense, and non-recurring costs associated with a restructuring.
Non-GAAP Net Loss. ChargePoint defines non-GAAP net loss as net income (loss) excluding amortization expense of acquired intangible assets, stock-based compensation expense and the associated stock-based payroll tax expense, non-recurring costs associated with restructuring, offering costs allocated to warrant liabilities or for share offerings, professional services fees related to acquisitions, and non-cash charges related to the revaluation of warrants, earn-out liabilities, and other financial instruments. These amounts do not reflect the impact of any related tax effects.
Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures to analyze financial results and trends. In particular, many of the adjustments to ChargePoint’s GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in its financial results for the foreseeable future, such as stock-based compensation, which is an important part of ChargePoint’s employees’ compensation and impacts hiring, retention and performance. Furthermore, these non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP, and the components that ChargePoint excludes in its calculation of non-GAAP financial measures may differ from the components that other companies exclude when they report their non-GAAP results. ChargePoint compensates for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. In the future, ChargePoint may also exclude other expenses it determines do not reflect the performance of the Company’s operating results.
CHPT-IR
Contacts
Investor Relations
Patrick Hamer
VP, Capital Markets and Investor Relations
Patrick.hamer@chargepoint.com
investors@chargepoint.com
Press
Olivia Marcinka
Communications Specialist
Olivia.marcinka@chargepoint.com
media@chargepoint.com
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ChargePoint Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
| Three Months Ended<br>July 31, | Six Months Ended<br>July 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenue | ||||||||||||
| Networked charging systems | $ | 40,874 | $ | 21,368 | $ | 67,674 | $ | 41,025 | ||||
| Subscriptions | 12,082 | 9,811 | 22,906 | 18,815 | ||||||||
| Other | 3,165 | 3,778 | 6,051 | 7,893 | ||||||||
| Total revenue | 56,121 | 34,957 | 96,631 | 67,733 | ||||||||
| Cost of revenue | ||||||||||||
| Networked charging systems | 35,384 | 20,408 | 59,126 | 39,024 | ||||||||
| Subscriptions | 7,830 | 4,452 | 13,470 | 9,225 | ||||||||
| Other | 2,130 | 1,069 | 4,041 | 2,692 | ||||||||
| Total cost of revenue | 45,344 | 25,929 | 76,637 | 50,941 | ||||||||
| Gross profit | 10,777 | 9,028 | 19,994 | 16,792 | ||||||||
| Operating expenses | ||||||||||||
| Research and development | 40,410 | 17,126 | 65,784 | 35,152 | ||||||||
| Sales and marketing | 21,923 | 10,966 | 37,897 | 25,167 | ||||||||
| General and administrative | 22,732 | 4,466 | 37,199 | 9,555 | ||||||||
| Total operating expenses | 85,065 | 32,558 | 140,880 | 69,874 | ||||||||
| Loss from operations | (74,288 | ) | (23,530 | ) | (120,886 | ) | (53,082 | ) | ||||
| Interest income | 25 | 37 | 47 | 280 | ||||||||
| Interest expense | — | (793 | ) | (1,499 | ) | (1,628 | ) | |||||
| Change in fair value of redeemable convertible preferred stock warrant liability | — | (11,516 | ) | 9,237 | (10,981 | ) | ||||||
| Change in fair value of assumed common stock warrant liabilities | (10,421 | ) | — | 33,340 | — | |||||||
| Change in fair value of contingent earnout liability | — | — | 84,420 | — | ||||||||
| Transaction costs expensed | — | — | (7,031 | ) | — | |||||||
| Other (expense) income, net | (189 | ) | 563 | (174 | ) | 131 | ||||||
| Net loss before income taxes | (84,873 | ) | (35,239 | ) | (2,546 | ) | (65,280 | ) | ||||
| Provision for income taxes | 65 | 48 | 103 | 105 | ||||||||
| Net loss | $ | (84,938 | ) | $ | (35,287 | ) | $ | (2,649 | ) | $ | (65,385 | ) |
| Accretion of beneficial conversion feature of redeemable convertible preferred stock | — | (58,625 | ) | — | (58,625 | ) | ||||||
| Cumulative undeclared dividends on redeemable convertible preferred stock | — | — | (4,292 | ) | — | |||||||
| Deemed dividends attributable to vested option holders | — | — | (51,855 | ) | — | |||||||
| Deemed dividends attributable to common stock warrants holders | — | — | (110,635 | ) | — | |||||||
| Net loss attributable to common stockholders, basic | $ | (84,938 | ) | $ | (93,912 | ) | $ | (169,431 | ) | $ | (124,010 | ) |
| Gain attributable earnout shares issued | — | — | (84,420 | ) | — | |||||||
| Change in fair value of dilutive warrants | (7,427 | ) | — | (53,540 | ) | — | ||||||
| Net loss attributable to common stockholders, diluted | $ | (92,365 | ) | $ | (93,912 | ) | $ | (307,391 | ) | $ | (124,010 | ) |
| Net loss per share - Basic | $ | (0.27 | ) | $ | (6.97 | ) | $ | (0.64 | ) | $ | (9.67 | ) |
| Net loss per share - Diluted | $ | (0.29 | ) | $ | (6.97 | ) | $ | (1.12 | ) | $ | (9.67 | ) |
| Weighted average shares outstanding - Basic | 312,227,526 | 13,468,677 | 266,197,482 | 12,822,481 | ||||||||
| Weighted average shares outstanding - Diluted | 313,602,100 | 13,468,677 | 275,577,000 | 12,822,481 |
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ChargePoint Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| July 31, 2021 | January 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 618,089 | $ | 145,491 | ||
| Restricted cash | 400 | 400 | ||||
| Accounts receivable, net | 42,708 | 35,075 | ||||
| Inventories | 27,916 | 33,592 | ||||
| Prepaid expenses and other current assets | 22,138 | 12,074 | ||||
| Total current assets | 711,251 | 226,632 | ||||
| Property and equipment, net | 32,265 | 29,988 | ||||
| Operating lease<br>right-of-use assets | 20,834 | 21,817 | ||||
| Goodwill | 1,215 | 1,215 | ||||
| Other assets | 5,023 | 10,468 | ||||
| Total assets | $ | 770,588 | $ | 290,120 | ||
| Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’Deficit | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 28,416 | $ | 19,784 | ||
| Accrued and other current liabilities | 51,980 | 47,162 | ||||
| Deferred revenue | 47,769 | 40,934 | ||||
| Debt, current | — | 10,208 | ||||
| Total current liabilities | 128,165 | 118,088 | ||||
| Deferred revenue, noncurrent | 58,000 | 48,896 | ||||
| Debt, noncurrent | — | 24,686 | ||||
| Operating lease liabilities | 21,582 | 22,459 | ||||
| Common stock warrant liability | 26,868 | — | ||||
| Redeemable convertible preferred stock warrant liability | — | 75,843 | ||||
| Other long-term liabilities | 961 | 972 | ||||
| Total liabilities | 235,576 | 290,944 | ||||
| Redeemable convertible preferred stock | — | 615,697 | ||||
| Stockholders’ equity (deficit): | ||||||
| Common stock | 32 | 2 | ||||
| Additional paid-in capital | 1,216,893 | 62,736 | ||||
| Accumulated other comprehensive income | 150 | 155 | ||||
| Accumulated deficit | (682,063 | ) | (679,414 | ) | ||
| Total stockholders’ equity (deficit) | 535,012 | (616,521 | ) | |||
| Total liabilities, redeemable convertible preferred stock, and stockholders’ equity<br>(deficit) | $ | 770,588 | $ | 290,120 |
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ChargePoint Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| Six Months Ended<br>July 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Cash flows from operating activities | ||||||
| Net loss | $ | (2,649 | ) | $ | (65,385 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 5,576 | 4,684 | ||||
| Non-cash operating lease cost | 1,963 | 1,749 | ||||
| Stock-based compensation | 35,870 | 2,100 | ||||
| Amortization of deferred contract acquisition costs | 829 | 538 | ||||
| Change in fair value of redeemable convertible preferred stock warrant liability | (9,237 | ) | — | |||
| Change in fair value of common stock warrant liabilities | (33,340 | ) | 10,981 | |||
| Change in fair value of contingent earnout liabilities | (84,420 | ) | — | |||
| Transaction costs expensed | 7,031 | — | ||||
| Other | 1,236 | 683 | ||||
| Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||
| Accounts receivable, net | (7,657 | ) | 16,188 | |||
| Inventories | 5,620 | (7,427 | ) | |||
| Prepaid expenses and other assets | (9,325 | ) | (3,335 | ) | ||
| Operating lease liabilities | (953 | ) | (2,031 | ) | ||
| Accounts payable | 9,293 | (9,324 | ) | |||
| Accrued and other liabilities | 3,027 | (4,054 | ) | |||
| Deferred revenue | 15,938 | 4,564 | ||||
| Net cash used in operating activities | (61,198 | ) | (50,069 | ) | ||
| Cash flows from investing activities | ||||||
| Purchases of property and equipment | (7,788 | ) | (5,962 | ) | ||
| Maturities of investments | — | 47,014 | ||||
| Net cash (used in) provided by investing activities | (7,788 | ) | 41,052 | |||
| Cash flows from financing activities | ||||||
| Proceeds from issuance of redeemable convertible preferred stock | — | 92,433 | ||||
| Proceeds from the exercise of public warrants | 117,598 | 31,390 | ||||
| Merger and PIPE financing | 511,646 | — | ||||
| Payments of transaction costs related to Merger | (32,468 | ) | — | |||
| Payment of tax withholding obligations on settlement of earnout shares | (20,894 | ) | — | |||
| Repayment of borrowings | (36,051 | ) | — | |||
| Proceeds from exercises of vested and unvested stock options | 1,759 | 1,542 | ||||
| Net cash provided by financing activities | 541,590 | 125,365 | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (6 | ) | 36 | |||
| Net increase in cash, cash equivalents, and restricted cash | 472,598 | 116,384 | ||||
| Cash, cash equivalents, and restricted cash at beginning of period | 145,891 | 73,153 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 618,489 | $ | 189,537 |
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ChargePoint Holdings, Inc.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts; unaudited)
| Three Months Ended<br>July 31, 2021 | Three Months Ended<br>July 31, 2020 | Six<br>Months Ended<br>July 31, 2021 | Six<br>Months Ended<br>July 31, 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of GAAP gross profit (margin) tonon-GAAP gross profit (margin): | ||||||||||||||||||||
| GAAP gross profit (margin) | $ | 10,777 | 19.2 | % | $ | 9,028 | 25.8 | % | $ | 19,994 | 20.7 | % | $ | 16,792 | 24.8 | % | ||||
| Stock-based compensation expense | 2,164 | 41 | 2,188 | 64 | ||||||||||||||||
| Restructuring costs (1) | — | (87 | ) | — | (51 | ) | ||||||||||||||
| Non-GAAP gross profit (margin) | $ | 12,941 | 23.1 | % | $ | 8,982 | 25.7 | % | $ | 22,182 | 23.0 | % | $ | 16,805 | 24.8 | % | ||||
| Reconciliation of GAAP net loss to non-GAAP netloss: | ||||||||||||||||||||
| GAAP net loss (as a percentage of revenue) | $ | (84,938 | ) | (151.3 | )% | $ | (35,287 | ) | (100.9 | )% | $ | (2,649 | ) | (2.7 | )% | $ | (65,385 | ) | (96.5 | )% |
| Stock-based compensation expense | 28,293 | 1,190 | 35,870 | 2,100 | ||||||||||||||||
| Restructuring costs (1) | — | 31 | — | 722 | ||||||||||||||||
| Earn-out-related<br>taxes (2) | 396 | 1,495 | ||||||||||||||||||
| Change in fair value of preferred stock warrant liability | — | 11,516 | (9,237 | ) | 10,981 | |||||||||||||||
| Change in fair value of assumed common stock warrant liability | 10,421 | — | (33,340 | ) | — | |||||||||||||||
| Change in fair value of contingent earn-out<br>liability | — | — | (84,420 | ) | — | |||||||||||||||
| Offering costs allocated to warrant liabilities | — | — | 7,031 | — | ||||||||||||||||
| Acquisition-related costs (3) | 2,812 | — | 2,812 | |||||||||||||||||
| Cost related to secondary offering | 2,623 | — | 2,623 | |||||||||||||||||
| Non-GAAP net loss (as a percentage ofrevenue) | $ | (40,393 | ) | (72.0 | )% | $ | (22,550 | ) | (64.5 | )% | $ | (79,815 | ) | (82.6 | )% | $ | (51,582 | ) | (76.2 | )% |
| (1) | Consists of restructuring costs for severances and related termination costs. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (2) | Consists of employment taxes paid related to shares issued as part of the earnout. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (3) | Consists of professional services fees related to acquisitions. | |||||||||||||||||||
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