QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or org anization) |
(IRS Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchangeon which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
||||||
5 | ||||||
Item 1. |
5 | |||||
Item 2. |
37 | |||||
Item 3. |
53 | |||||
Item 4. |
53 | |||||
Item 1. |
56 | |||||
Item 1A. |
56 | |||||
Item 2. |
83 | |||||
Item 3. |
83 | |||||
Item 4. |
83 | |||||
Item 5. |
83 | |||||
Item 6. |
84 | |||||
85 |
• | ChargePoint’s success in retaining or recruiting, or changes in, its officers, key employees or directors; |
• | changes in applicable laws or regulations; |
• | the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of ChargePoint; |
• | COVID-19-related supply chain disruptions and expense increases; |
• | unexpected delays in new product introductions; |
• | ChargePoint’s ability to expand its business in Europe; |
• | ChargePoint’s ability to integrate newly acquired assets and businesses into ChargePoint’s own business; |
• | the electric vehicle (“EV”) market may not continue to grow as expected; |
• | ChargePoint may not attract a sufficient number of fleet owners as customers; |
• | incentives from governments or utilities may be reduced, which could reduce demand for EVs, or the portion of regulatory credits that customers claim may increase, which would reduce ChargePoint’s revenue from this source; |
• | the impact of competing technologies that could reduce the demand for EVs; |
• | technological changes; |
• | data security breaches or other network outages; |
• | ChargePoint’s ability to remediate its material weaknesses in internal control over financial reporting; |
• | the possibility that ChargePoint may be adversely affected by other economic, business or competitive factors; and |
• | any further changes to ChargePoint’s financial statements that may be required due to SEC comments to the Form 10-K, as amended, or further guidance regarding the accounting treatment of the Public Warrants and the Private Placement Warrants (each as defined below), and the quantitative effects of the restatement of Switchback Energy Acquisition Corporation’s (“Switchback”) consolidated historical financial statements. |
ITEM 1. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ChargePoint Holdings, Inc. Unaudited Condensed Consolidated Financial Statements |
||||
6 | ||||
7 | ||||
8 | ||||
9 | ||||
11 | ||||
13 |
July 31, 2021 |
January 31, 2021 |
|||||||
(in thousands, except share and per share data) |
||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
$ |
||||||
Restricted cash |
||||||||
Accounts receivable, net of allowance of $ as of July 31, 2021 and January 31, 2021 |
||||||||
Inventories |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Operating lease right-of-use |
||||||||
Goodwill |
||||||||
Other assets |
||||||||
|
|
|
|
|||||
Total assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ |
$ |
||||||
Accrued and other current liabilities |
||||||||
Deferred revenue |
||||||||
Debt, current |
— |
|||||||
Total current liabilities |
||||||||
Deferred revenue, noncurrent |
||||||||
Debt, noncurrent |
— |
|||||||
Operating lease liabilities |
||||||||
Common stock warrant liabilities |
— |
|||||||
Redeemable convertible preferred stock warrant liability |
— |
|||||||
Other long-term liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and contingencies (Note 7) |
||||||||
Redeemable convertible preferred stock: $ and shares authorized as of July 31, 2021 and January 31, 2021, respectively; and shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively (liquidation value: $ and $ as of July 31, 2021 and January 31, 2021, respectively) |
— |
|||||||
Stockholders’ equity (deficit): |
||||||||
Common stock: $ and shares authorized as of July 31, 2021 and January 31, 2021, respectively; and shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively |
||||||||
Preferred stock, $ authorized as of July 31, 2021 and January 31, 2021, respectively; issued and outstanding as of July 31, 2021 and January 31, 2021 |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive income |
||||||||
Accumulated deficit |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) |
$ |
$ |
||||||
|
|
|
|
Three Months Ended July 31, |
Six Months Ended July 31, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands, except share and per share data) |
(in thousands, except share and per share data) |
|||||||||||||||
Revenue |
||||||||||||||||
Networked charging systems |
$ |
$ |
$ |
$ |
||||||||||||
Subscriptions |
||||||||||||||||
Other |
||||||||||||||||
Total revenue |
||||||||||||||||
Cost of revenue |
||||||||||||||||
Networked charging systems |
||||||||||||||||
Subscriptions |
||||||||||||||||
Other |
||||||||||||||||
Total cost of revenue |
||||||||||||||||
Gross profit |
||||||||||||||||
Operating expenses |
||||||||||||||||
Research and development |
||||||||||||||||
Sales and marketing |
||||||||||||||||
General and administrative |
||||||||||||||||
Total operating expenses |
||||||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Interest income |
||||||||||||||||
Interest expense |
— |
( |
) |
( |
) |
( |
) | |||||||||
Change in fair value of redeemable convertible preferred stock warrant liability |
— |
( |
) |
( |
) | |||||||||||
Change in fair value of common stock warrant liabilities |
( |
) |
— |
— |
||||||||||||
Change in fair value of contingent earnout liability |
— |
— |
— |
|||||||||||||
Transaction costs expensed |
— |
— |
( |
) |
— |
|||||||||||
Other (expense) income, net |
( |
) |
( |
) |
||||||||||||
Net loss before income taxes |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Provision for income taxes |
||||||||||||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Accretion of beneficial conversion feature of redeemable convertible preferred stock |
— |
( |
) |
— |
( |
) | ||||||||||
Cumulative dividends on redeemable convertible preferred stock |
— |
( |
) |
— |
||||||||||||
Deemed dividends attributable to vested option holders |
— |
( |
) |
— |
||||||||||||
Deemed dividends attributable to common stock warrant holders |
— |
( |
) |
— |
||||||||||||
Net loss attributable to common stockholders - Basic |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Gain attributable to earnout shares issued |
— |
( |
) |
— |
||||||||||||
Change in fair value of dilutive warrants |
( |
) |
— |
( |
) |
— |
||||||||||
Net loss attributable to common stockholders - Diluted |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Weighted average shares outstanding - Basic |
||||||||||||||||
Weighted average shares outstanding - Diluted |
||||||||||||||||
Net loss per share - Basic |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Net loss per share - Diluted |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
Three Months Ended July 31, |
Six Months Ended July 31, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Other comprehensive income (loss): |
||||||||||||||||
Foreign currency translation adjustment |
( |
) |
( |
) |
||||||||||||
Unrealized loss on short-term investments, net of t a x |
— |
( |
) |
— |
( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive (loss) income |
( |
) |
( |
) |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
|
|
|
|
|
|
|
|
Redeemable Convertible Preferred Stock |
Common Stock | Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Stockholders’ (Deficit) Equity |
|||||||||||||||||||||||||||
Shares (1) |
Amount | Shares (1) |
Amount | |||||||||||||||||||||||||||||
(in thousands, except share data) | ||||||||||||||||||||||||||||||||
Balances as of January 31, 2021 |
$ |
$ |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
Conversion of redeemable conv e rtible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend |
( |
) | ( |
) | — | — | ||||||||||||||||||||||||||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants |
— | — | — | — | ||||||||||||||||||||||||||||
Contingent earnout liability recognized upon the closing of the reverse recapitalization |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
Issuance of earnout shares upon triggering events, net of tax withholding |
— | — | — | — | ||||||||||||||||||||||||||||
Reclassification of remaining contingent earnout liability upon triggering event |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Repurchase of early exercised common stock |
— | — | ( |
) | — | — | — | — | — | |||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances as of April 30, 2021 |
— | — | ( |
) | ||||||||||||||||||||||||||||
Issuance of common stock upon release of restricted stock units |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of vested stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of earnout shares upon triggering events, net of tax withholding |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances as of July 31, 2021 |
— |
$ |
— |
$ |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2020 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||
Issuance of common stock upon exercise of vested stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances as of April 30, 2020 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock |
— | ( |
) | — | — | — | — | |||||||||||||||||||||||||
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||
Issuance of common stock upon exercise of vested stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of common stock related to early exercise of stock options |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances as of July 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 3. |
Six Months Ended July 31, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
||||||||
Non-cash operating lease cost |
||||||||
Stock-based compensation |
||||||||
Amortization of deferred contract acquisition costs |
||||||||
Change in fair value of redeemable convertible preferred stock warrant liability |
( |
) | — | |||||
Change in fair value of common stock warrant liabilities |
( |
) | ||||||
Change in fair value of contingent earnout liability |
( |
) | — | |||||
Transaction costs expensed |
— | |||||||
Other |
||||||||
Changes in operating assets and liabilities, net of effect of acquisitions: |
||||||||
Accounts receivable, net |
( |
) | ||||||
Inventories |
( |
) | ||||||
Prepaid expenses and other assets |
( |
) | ( |
) | ||||
Operating lease liabilities |
( |
) | ( |
) | ||||
Accounts payable |
( |
) | ||||||
Accrued and other liabilities |
( |
) | ||||||
Deferred revenue |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Maturities of investments |
— | |||||||
|
|
|
|
|||||
Net cash (used in) provided by investing activities |
( |
) | ||||||
|
|
|
|
|||||
Cash flows from financing activities |
||||||||
Proceeds from issuance of redeemable convertible preferred stock |
— | |||||||
Proceeds from the exercise of public warrants |
||||||||
Merger and PIPE financing |
— | |||||||
Payments of transaction costs related to Merger |
( |
) | — | |||||
Payment of tax withholding obligations on settlement of earnout shares |
( |
) | — | |||||
Repayment of borrowings |
( |
) | — | |||||
Proceeds from exercises of vested and unvested stock options |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
( |
) | ||||||
Net increase in cash, cash equivalents, and restricted cash |
||||||||
Cash, cash equivalents, and restricted cash at beginning of period |
||||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period |
$ | $ | ||||||
|
|
|
|
Six Months Ended July 31, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Supplementary cash flow information |
||||||||
Cash paid for interest |
$ | $ | ||||||
Cash paid for taxes |
$ | $ | ||||||
Supplementary cash flow information on noncash investing and financing activities |
||||||||
Accretion of beneficial conversion feature of redeemable convertible preferred stock |
$ | — | $ | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization |
$ | $ | — | |||||
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization |
$ | $ | — | |||||
Contingent earnout liability recognized upon the closing of the reverse recapitalization |
$ | $ | — | |||||
Reclassification of remaining contingent earnout liability upon triggering event |
$ | $ | — |
1. |
Description of Business |
2. |
Summary of Significant Accounting Policies |
• |
(Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; |
• |
(Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and |
• |
(Level 3) — Inputs that are unobservable for the asset or liability. |
3. |
Reverse Recapitalization |
• | all H-1 redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one H-1 redeemable convertible preferred stockholders of $ |
• | all were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one |
• | all were converted into an equivalent number of shares of Legacy ChargePoint common stock on a |
• | all were converted into an equivalent number of shares of Legacy ChargePoint common stock on a |
• | all were converted into an equivalent number of shares of Legacy ChargePoint common stock on a |
Shares |
||||
Common stock of Switchback, outstanding prior to Merger |
||||
Less redemption of Switchback shares |
( |
) | ||
Less surrender of Switchback Founder Shares |
( |
) | ||
|
|
|||
Common stock of Switchback |
||||
Shares issued in PIPE |
||||
|
|
|||
Merger and PIPE financing shares (1) |
||||
Legacy ChargePoint shares (2) |
||||
|
|
|||
Total shares of common stock immediately after Merger |
||||
|
|
(1) | This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 |
(2) | The number of Legacy ChargePoint shares was determined from the |
4. |
Fair Value Measurements |
Fair Value Measured as of July 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
(in thousands) |
||||||||||||||||
Assets |
||||||||||||||||
Money market funds |
$ | $ | — | $ | — | $ | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ |
$ |
— |
$ |
— |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities |
||||||||||||||||
Common stock warrant liabilities (Private Placement) |
$ |
— |
$ |
— |
$ |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ |
$ |
— |
$ |
$ |
|||||||||||
|
|
|
|
|
|
|
|
Fair Value Measured as of January 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
(in thousands) |
||||||||||||||||
Assets |
||||||||||||||||
Money market funds |
$ | $ | — | $ | — | $ | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ |
$ |
— |
$ |
— |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities |
||||||||||||||||
Redeemable convertible preferred stock warrant liability |
$ |
— |
$ |
— |
$ |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ |
— |
$ |
— |
$ |
$ |
||||||||||
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock warrant liability |
Private placement warrant liability |
Earnout liability |
||||||||||
(in thousands) |
||||||||||||
Fair value as of January 31, 2021 |
$ | ( |
) | $ | — | $ | — | |||||
Private placement warrant liability acquired as part of the merger |
— | ( |
) | — | ||||||||
Contingent earnout liability recognized upon the closing of the reverse recapitalization |
— | — | ( |
) | ||||||||
Change in fair value included in other income (expense), net |
||||||||||||
Reclassification of warrants to stockholders’ equity (deficit) due to exercise |
— | — | ||||||||||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization |
— | — | ||||||||||
Issuance of earnout shares upon triggering events |
— | — | ||||||||||
Reclassification of remaining contingent earnout liability upon triggering event |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Fair value as of July 31, 2021 |
$ |
— |
$ |
( |
) |
$ |
— |
|||||
|
|
|
|
|
|
5. |
Composition of |
July 31, 2021 |
January 31, 2021 |
|||||||
(in thousands) |
||||||||
Raw materials |
$ | $ | ||||||
Work-in-progress |
||||||||
Finished goods |
||||||||
|
|
|
|
|||||
Total Inventories |
$ |
$ |
||||||
|
|
|
|
July 31, 2021 |
January 31, 2021 |
|||||||
(in thousands) |
||||||||
Furniture and fixtures |
$ | $ | ||||||
Computers and software |
||||||||
Machinery and equipment |
||||||||
Tooling |
||||||||
Leasehold improvements |
||||||||
Owned and operated systems |
||||||||
Construction in progress |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Less: Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Property and Equipment, Net |
$ | $ | ||||||
|
|
|
|
July 31, 2021 |
January 31, 2021 |
|||||||
(in thousands) |
||||||||
Accrued expenses |
$ | $ | ||||||
Refundable customer deposits |
||||||||
Taxes payable |
||||||||
Payroll and related expenses |
||||||||
Warranty accruals |
||||||||
Operating lease liabilities, current |
||||||||
Other liabilities |
||||||||
|
|
|
|
|||||
Total Accrued and Other Current Liabilities |
$ | $ | ||||||
|
|
|
|
Three Months Ended July 31, |
Six Months Ended July 31, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
United States |
$ | $ | $ | $ | ||||||||||||
Rest of World |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenue |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
6. |
Debt |
7. |
Commitments |
(in thousands) |
||||
2022 (remaining six months) |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total undiscounted operating lease payments |
||||
Less: imputed interest |
( |
) | ||
|
|
|||
Total operating lease liabilities |
||||
Less: current portion of operating lease liabilities |
( |
) | ||
|
|
|||
Operating lease liabilities, noncurrent |
$ | |||
|
|
July 31, 2021 |
||||
Stock options issued and outstanding |
||||
Restricted stock units outstanding |
||||
Common stock warrants outstanding |
||||
Shares available for grant under 2021 Equity Incentive Plan |
||||
Shares available for grant under 2021 ESPP |
||||
|
|
|||
Total shares of common stock reserved |
||||
|
|
9. |
Stock Warrants and |
February 26, 2021 (Merger Date) |
January 31, 2021 |
|||||||
Expected volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Dividend rate |
% | % | ||||||
Expected term (years) |
July 31, 2021 |
February 26, 2021 |
|||||||
Market price of public stock |
$ | $ |
||||||
Exercise price |
$ | $ |
||||||
Expected term (years) |
||||||||
Volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Dividend rate |
% | % |
Legacy Common and Preferred Stock Warrants (1) |
Private Placement Warrants |
Public Warrants |
Total Common Stock Warrants (1) |
|||||||||||||
Outstanding as of January 31, 2021 |
— | — | ||||||||||||||
Common Stock Warrants as Part of the Merger |
— | |||||||||||||||
Warrants Exercised |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Warrants Redeemed |
— | — | ( |
) | ( |
) | ||||||||||
Outstanding as of July 31, 2021 |
||||||||||||||||
(1) | The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately |
March 12, 2021 |
February 26, 2021 |
|||||||
Current stock price |
$ | $ | ||||||
Expected volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Dividend rate |
% | % | ||||||
Expected term (years) |
10. |
Equity Plans and Stock-based Compensation |
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, 2021 |
$ | $ | ||||||||||||||
Options exercised |
( |
) | $ | |||||||||||||
Options forfeited |
( |
) | $ | |||||||||||||
Options expired |
( |
) | $ | |||||||||||||
|
|
|||||||||||||||
Outstanding as of July 31, 2021 |
$ | $ | ||||||||||||||
|
|
|||||||||||||||
Options vested and expected to vest as of July 31, 2021 |
$ | $ | ||||||||||||||
|
|
|||||||||||||||
Exercisable as of July 31, 2021 |
$ | $ | ||||||||||||||
|
|
Number of Shares |
Weighted Average Grant Date Fair Value per Share |
|||||||
Outstanding as of January 31, 2021 |
$ | |||||||
RSU granted |
$ | |||||||
RSU vested |
( |
) | $ | |||||
RSU forfeited |
( |
) | $ | |||||
|
|
|||||||
Outstanding as of July 31, 2021 |
$ | |||||||
|
|
Three Months Ended July 31, |
Six Months Ended July 31, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
Cost of revenue |
$ | $ | $ | $ | ||||||||||||
Research and development |
||||||||||||||||
Sales and marketing |
||||||||||||||||
General and administrative |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stock-based compensation expense |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
11. |
Income |
12. |
Related Party Transactions |
Three Months Ended July 31, |
Six Months Ended July 31, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
Daimler |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenue from related parties |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Three Months Ended July 31, |
Six Months Ended July 31, |
|||||||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||||||
(in thousands, except share and per share data) |
(in thousands, except share and per share data) |
|||||||||||||||||||
Numerator: |
||||||||||||||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Adjust: Accretion of beneficial conversionfeature of redeemable convertible preferred stock |
( |
) | ( |
) | ||||||||||||||||
Adjust: redeemable convertible preferred stock |
— | ( |
) | — | ||||||||||||||||
Adjust: |
— | ( |
) | — | ||||||||||||||||
Adjust: |
— | ( |
) | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to common stockholders - Basic |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Less: |
— | ( |
) | — | ||||||||||||||||
Less: |
( |
) | — | ( |
) | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to common stockholders - Diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Denominator: |
||||||||||||||||||||
Weighted average common shares outstanding |
||||||||||||||||||||
Less: restricted shares and shares subject to repurchase |
( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average shares outstanding - Basic |
||||||||||||||||||||
Add: |
||||||||||||||||||||
Add: |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average shares outstanding - Diluted |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share - Basic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share - Diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
July 31, 2021 |
July 31, 2020 |
|||||||
Redeemable convertible preferred stock (on an as-converted basis) |
||||||||
Options to purchase common stock |
||||||||
Restricted stock units |
||||||||
Unvested early exercised common stock options |
||||||||
Common stock and preferred stock warrants |
||||||||
|
|
|
|
|||||
Total potentially dilutive common share equivalents |
||||||||
|
|
|
|
July 31, |
|
|||||||||||||||
Networked Charging Systems |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 40,874 | $ | 21,368 | $ | 19,506 | 91.3 | % | ||||||||
Percentage of total revenue |
72.8 | % | 61.1 | % | ||||||||||||
Six months ended |
$ | 67,674 | $ | 41,025 | $ | 26,649 | 65.0 | % | ||||||||
Percentage of total revenue |
70.0 | % | 60.6 | % |
July 31, |
|
|||||||||||||||
Subscriptions |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 12,082 | $ | 9,811 | $ | 2,271 | 23.1 | % | ||||||||
Percentage of total revenue |
21.5 | % | 28.1 | % | ||||||||||||
Six months ended |
$ | 22,906 | $ | 18,815 | $ | 4,091 | 21.7 | % | ||||||||
Percentage of total revenue |
23.7 | % | 27.8 | % |
July 31, |
|
|||||||||||||||
Other revenue |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 3,165 | $ | 3,778 | $ | (613 | ) | (16.2 |
)% | |||||||
Percentage of total revenue |
5.6 | % | 10.8 | % | ||||||||||||
Six months ended |
$ | 6,051 | $ | 7,893 | $ | (1,842 | ) | (23.3 |
)% | |||||||
Percentage of total revenue |
6.3 | % | 11.7 | % |
July 31, |
|
|||||||||||||||
Cost of networked charging systems revenue |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 35,384 | $ | 20,408 | $ | 14,976 | 73.4 | % | ||||||||
Percentage of networked charging systems revenue |
86.6 | % | 95.5 | % | ||||||||||||
Six months ended |
$ | 59,126 | $ | 39,024 | $ | 20,102 | 51.5 | % | ||||||||
Percentage of networked charging systems revenue |
87.4 | % | 95.1 | % |
July 31, |
|
|||||||||||||||
Cost of subscriptions revenue |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 7,830 | $ | 4,452 | $ | 3,378 | 75.9 | % | ||||||||
Percentage of subscriptions revenue |
64.8 | % | 45.4 | % | ||||||||||||
Six months ended |
$ | 13,470 | $ | 9,225 | $ | 4,245 | 46.0 | % | ||||||||
Percentage of subscriptions revenue |
58.8 | % | 49.0 | % |
July 31, |
|
|||||||||||||||
Cost of other revenue |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 2,130 | $ | 1,069 | $ | 1,061 | 99.3 | % | ||||||||
Percentage of other revenue |
67.3 | % | 28.3 | % | ||||||||||||
Six months ended |
$ | 4,041 | $ | 2,692 | $ | 1,349 | 50.1 | % | ||||||||
Percentage of other revenue |
66.8 | % | 34.1 | % |
July 31, |
|
|||||||||||||||
Gross Profit and Gross Margin |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 10,777 | $ | 9,028 | $ | 1,749 | 19.4 | % | ||||||||
Gross margin |
19.2 | % | 25.8 | % | ||||||||||||
Six months ended |
$ | 19,994 | $ | 16,792 | $ | 3,202 | 19.1 | % | ||||||||
Gross margin |
20.7 | % | 24.8 | % |
July 31, |
|
|||||||||||||||
Research and development expenses |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 40,410 | $ | 17,126 | $ | 23,284 | 136.0 | % | ||||||||
Percentage of total revenue |
72.0 | % | 49.0 | % | ||||||||||||
Six months ended |
$ | 65,784 | $ | 35,152 | $ | 30,632 | 87.1 | % | ||||||||
Percentage of total revenue |
68.1 | % | 51.9 | % |
July 31, |
|
|||||||||||||||
Sales and marketing expenses |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 21,923 | $ | 10,966 | $ | 10,957 | 99.9 | % | ||||||||
Percentage of total revenue |
39.1 | % | 31.4 | % | ||||||||||||
Six months ended |
$ | 37,897 | $ | 25,167 | $ | 12,730 | 50.6 | % | ||||||||
Percentage of total revenue |
39.2 | % | 37.2 | % |
July 31, |
|
|||||||||||||||
General and administrative expenses |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 22,732 | $ | 4,466 | $ | 18,266 | 409.0 | % | ||||||||
Percentage of total revenue |
40.5 | % | 12.8 | % | ||||||||||||
Six months ended |
$ | 37,199 | $ | 9,555 | $ | 27,644 | 289.3 | % | ||||||||
Percentage of total revenue |
38.5 | % | 14.1 | % |
July 31, |
|
|||||||||||||||
Interest Income |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 25 | $ | 37 | $ | (12 | ) | (32.4 | )% | |||||||
Percentage of total revenue |
— | % | 0.1 | % | ||||||||||||
Six months ended |
$ | 47 | $ | 280 | $ | (233 | ) | (83.2 | )% | |||||||
Percentage of total revenue |
— | % | 0.4 | % |
July 31, |
|
|||||||||||||||
Interest Expense |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | — | $ | (793 | ) | $ | 793 | (100.0 | )% | |||||||
Percentage of total revenue |
— | % | (2.3 | )% | ||||||||||||
Six months ended |
$ | (1,499 | ) | $ | (1,628 | ) | $ | 129 | (7.9 | )% | ||||||
Percentage of total revenue |
(1.6 | )% | (2.4 | )% |
July 31, |
|
|||||||||||||||
Change in fair value of redeemable convertible preferred stock warrant liability |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | — | $ | (11,516 | ) | $ | 11,516 | (100.0 | )% | |||||||
Percentage of total revenue |
— | % | (32.9 | )% | ||||||||||||
Six months ended |
$ | 9,237 | $ | (10,981 | ) | $ | 20,218 | (184.1 | )% | |||||||
Percentage of total revenue |
9.6 | % | (16.2 | )% |
July 31, |
|
|||||||||||||||
Change in fair value of common stock warrant liability |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | (10,421 | ) | $ | — | $ | (10,421 | ) | — | % | ||||||
Percentage of total revenue |
(18.6 | )% | — | % | ||||||||||||
Six months ended |
$ | 33,340 | $ | — | $ | 33,340 | — | % | ||||||||
Percentage of total revenue |
34.5 | % | — | % |
July 31, |
|
|||||||||||||||
Change in fair value of contingent earnout liability |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | — | $ |
— |
|
$ | — | — | % | |||||||
Percentage of total revenue |
— | % | — | % | ||||||||||||
Six months ended |
$ | 84,420 | $ |
— |
|
$ | 84,420 | — | % | |||||||
Percentage of total revenue |
87.4 | % | — | % |
July 31, |
|
|||||||||||||||
Transaction costs expensed |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | — | $ | — | $ | — | — | % | ||||||||
Percentage of total revenue |
— | % | — | % | ||||||||||||
Six months ended |
$ | (7,031 | ) | $ | — | $ | (7,031 | ) | — | % | ||||||
Percentage of total revenue |
(7.3 | )% | — | % |
July 31, |
|
|||||||||||||||
Other income (expense), net |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | (189 | ) | $ | 563 | $ | (752 | ) | (133.6 | )% | ||||||
Percentage of total revenue |
(0.3 | )% | 1.6 | % | ||||||||||||
Six months ended |
$ | (174 | ) | $ | 131 | $ | (305 | ) | (232.8 | )% | ||||||
Percentage of total revenue |
(0.2 | )% | 0.2 | % |
July 31, |
|
|||||||||||||||
Provision for income taxes |
2021 |
2020 |
Change |
|||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended |
$ | 65 | $ | 48 | $ | 17 | 35.4 | % | ||||||||
Percentage of profit/(loss) before provision for income taxes |
(0.1 | )% | (0.1 | )% | ||||||||||||
Six months ended |
$ | 103 | $ | 105 | $ | (2 | ) | (1.9 | )% | |||||||
Percentage of profit/(loss) before provision for income taxes |
(4.0 | )% | (0.2 | )% |
Six Months Ended July 31, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Net cash (used in) provided by: |
||||||||
Operating activities |
$ | (61,198 | ) | $ | (50,069 | ) | ||
Investing activities |
(7,788 | ) | 41,052 | |||||
Financing activities |
541,590 | 125,365 | ||||||
Effects of exchange rates on cash, cash equivalents, and restricted cash |
(6 | ) | 36 | |||||
|
|
|
|
|||||
Net increase in cash, cash equivalents, and restricted cash |
$ | 472,598 | $ | 116,384 | ||||
|
|
|
|
• | ChargePoint did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries; and |
• | ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately and (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel. |
• | Hiring additional finance and accounting personnel to bolster the accounting capabilities and capacity, and to establish and maintain internal control over financial reporting; |
• | Designing and implementing controls to formalize roles and review responsibilities to align with the staff’s skills and experience and designing and implementing controls over segregation of duties; |
• | Providing ongoing training for personnel on accounting, financial reporting and internal control over financial reporting; |
• | Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal control over financial reporting and assist with the remediation of deficiencies, as necessary; |
• | Designing and implementing controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties; and |
• | Designing and implementing IT general controls, including controls over the provisioning and monitoring of user access rights and privileges and change management processes and procedures. |
• | ChargePoint is an early-stage company with a history of losses and expects to incur significant expenses and continuing losses for the near term. |
• | ChargePoint has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected. |
• | ChargePoint currently faces competition from a number of companies, particularly in Europe, and expects to face significant competition in the future as the market for EV charging develops. |
• | ChargePoint faces risks related to health pandemics, including the COVID-19 pandemic, which could have a material and adverse effect on its business and results of operations. |
• | ChargePoint relies on a limited number of suppliers and manufacturers for its charging stations. A loss of any of these partners could negatively affect its business. |
• | ChargePoint’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as ChargePoint expands the scope of such services with other parties. |
• | Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition. |
• | If ChargePoint is unable to attract and retain key employees and hire qualified management, technical engineering and sale personnel, its ability to compete and successfully grow its business would be harmed. |
• | ChargePoint is expanding operations internationally, which will expose it to additional tax, compliance, market and other risks. |
• | Some members of ChargePoint’s management have limited experience in operating a public company. |
• | ChargePoint may need to raise additional funds and these funds may not be available when needed. |
• | ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators. |
• | Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ChargePoint’s business. |
• | ChargePoint’s headquarters and other facilities are located in an active earthquake zone; an earthquake or other types of natural disasters or resource shortages, including public safety power shut-offs that have occurred and will continue to occur in California, could disrupt and harm its operations and those of ChargePoint’s customers. |
• | ChargePoint has never paid cash dividends on its capital stock, and does not anticipate paying dividends in the foreseeable future. |
• | The price of ChargePoint’s Common Stock may be subject to wide fluctuations. |
• | Concentration of ownership among ChargePoint’s existing executive officers, directors and their affiliate may prevent new investors from influencing significant corporate decisions. |
• | ChargePoint’s future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications. |
• | The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. |
• | ChargePoint’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties. |
• | ChargePoint has identified material weaknesses in its internal control over financial reporting. If ChargePoint is unable to remediate these material weaknesses, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of ChargePoint’s consolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations. |
• | conformity with applicable business customs, including translation into foreign languages and associated expenses; |
• | lack of availability of government incentives and subsidies; |
• | challenges in arranging, and availability of, financing for customers; |
• | potential changes to its established business model; |
• | cost of alternative power sources, which could vary meaningfully outside the United States; |
• | difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations; |
• | installation challenges; |
• | differing driving habits and transportation modalities in other markets; |
• | different levels of demand among commercial, fleet and residential customers; |
• | compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the California Consumer Privacy Act (“CCPA”) and newer state privacy laws in the U.S., the European Union (the “EU”) General Data Protection Regulation (“GDPR”), national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area; |
• | compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act (“FCPA”) and the United Kingdom Anti-Bribery Act; |
• | conforming products to various international regulatory and safety requirements as well as charging and other electric infrastructures; |
• | difficulty in establishing, staffing and managing foreign operations; |
• | difficulties in collecting payments in foreign currencies and associated foreign currency exposure; |
• | restrictions on repatriation of earnings; |
• | compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and |
• | regional economic and political conditions. |
• | 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; |
• | competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles; |
• | volatility in the cost of oil and gasoline; |
• | concerns regarding the stability of the electrical grid; |
• | the decline of an EV battery’s ability to hold a charge over time; |
• | availability of service for EVs; |
• | consumers’ perception about the convenience and cost of charging EVs; |
• | increases in fuel efficiency; |
• | government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally; |
• | relaxation of government mandates or quotas regarding the sale of EVs; and |
• | concerns about the future viability of EV manufacturers. |
• | any patent applications ChargePoint submits may not result in the issuance of patents; |
• | the scope of issued patents may not be broad enough to protect proprietary rights; |
• | any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities; |
• | ChargePoint may not be the first inventor of the subject matter to which it has filed a particular patent application, and it may not be the first party to file such a patent application; |
• | Patents have a finite term, and competitors and other third-parties may offer identical or similar products after the expiration of ChargePoint’s patents that cover such products; |
• | the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable; |
• | current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software; |
• | know-how and other proprietary information ChargePoint purports to hold as a trade secret may not qualify as a trade secret under applicable laws; |
• | ChargePoint’s employees, contractors or business partners may breach their confidentiality, non-disclosure, and non-use obligations; and |
• | proprietary designs and technology embodied in ChargePoint’s products may be discoverable by third-parties through means that do not constitute violations of applicable laws. |
• | expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; |
• | loss of existing or potential customers or partners; |
• | interruptions or delays in sales; |
• | delayed or lost revenue; |
• | delay or failure to attain market acceptance; |
• | delay in the development or release of new functionality or improvements; |
• | negative publicity and reputational harm; |
• | sales credits or refunds; |
• | exposure of confidential or proprietary information; |
• | diversion of development and customer service resources; |
• | breach of warranty claims; |
• | legal claims under applicable laws, rules and regulations; and |
• | an increase in collection cycles for accounts receivable or the expense and risk of litigation. |
• | the timing and volume of new sales; |
• | fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations; |
• | the timing of new product introductions, which can initially have lower gross margins; |
• | the introduction of new products by competitors, changes in pricing or other factors impacting competition; |
• | weaker than anticipated demand for charging stations, whether due to changes in government incentives and policies or due to other conditions; |
• | fluctuations in sales and marketing or research and development expenses; |
• | supply chain interruptions and manufacturing or delivery delays; |
• | the timing and availability of new products relative to customers’ and investors’ expectations; |
• | the length of the sales and installation cycle for a particular customer; |
• | the impact of the COVID-19 pandemic on ChargePoint’s workforce, or those of its customers, suppliers, vendors or business partners; |
• | disruptions in sales, production, service or other business activities or ChargePoint’s inability to attract and retain qualified personnel; and |
• | unanticipated changes in federal, state, local or foreign government incentive programs, which can affect demand for EVs. |
• | ChargePoint did not design or maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries; and |
• | ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately and (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel. |
• | hiring additional finance and accounting personnel to bolster the accounting capabilities and capacity, and to establish and maintain internal control over financial reporting; |
• | designing and implementing controls to formalize roles and review responsibilities to align with the staff’s skills and experience and designing and implementing controls over segregation of duties; |
• | providing ongoing training for personnel on accounting, financial reporting and internal control over financial reporting; |
• | engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal control over financial reporting and assist with the remediation of deficiencies, as necessary; |
• | designing and implementing controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties; and |
• | designing and implementing IT general controls, including controls over the provisioning and monitoring of user access rights and privileges and change management processes and procedures. |
• | actual or anticipated fluctuations in operating results; |
• | failure to meet or exceed financial estimates and projections of the investment community or that ChargePoint provides to the public; |
• | issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general; |
• | changes in competitive factors; |
• | operating and share price performance of other companies in the industry or related markets; |
• | sales of shares of ChargePoint’s Common Stock into the market after the expiration of lock-up agreements or pursuant to the exercise of registration rights; |
• | the timing and magnitude of investments in the growth of the business; |
• | actual or anticipated changes in laws and regulations; |
• | additions or departures of key management or other personnel; |
• | increased labor costs; |
• | disputes or other developments related to intellectual property or other proprietary rights, including litigation; |
• | the ability to market new and enhanced solutions on a timely basis; |
• | sales of substantial amounts of the Common Stock by the Board, executive officers or significant stockholders or the perception that such sales could occur; |
• | changes in capital structure, including future issuances of securities or the incurrence of debt; and |
• | general economic, political and market conditions, including uncertainty surrounding COVID-19 and its resurgence. |
(a) |
Exhibits: |
Exhibit No. |
Description | |
10.1+ | ChargePoint Holdings, Inc. 2021 Equity Incentive Plan and related form agreements.* | |
31.1 | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)* | |
31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)* | |
32.1 | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350** | |
32.2 | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350** | |
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
* | Filed herewith |
** | Furnished herewith |
+ | Denotes management compensatory plan, contract or arrangement. |
CHARGEPOINT HOLDINGS, INC. | ||
By: | /s/ Rex S. Jackson | |
Name: | Rex S. Jackson | |
Title: | Chief Financial Officer and Principal Financial Officer |