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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): December 1, 2022
  
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter) 
  
Delaware   001-39004   84-1747686
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
240 East Hacienda Avenue
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
Symbol(s)
  Name of each exchange
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.  ☐




Item 2.02.    Results of Operations and Financial Condition.
On December 1, 2022, ChargePoint Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal third quarter ended October 31, 2022. 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  
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: December 1, 2022

EX-99.1 2 chargepointearningsrelease.htm EX-99.1 Document

Exhibit 99.1
chargepoint_logoa.jpg
ChargePoint reports third quarter fiscal year 2023 financial results

Third quarter fiscal 2023 revenue of $125 million representing 93% year-over-year growth
 
•GAAP and Non-GAAP gross margin both improved 1 percentage point quarter-over-quarter
•ChargePoint guides to fourth quarter fiscal 2023 revenue of $160-$170 million; full-year revenue guidance range revised upward $5 million from previous midpoint to $475 million to $485 million
•ChargePoint guides to improving operating leverage with full fiscal year Non-GAAP operating expenses of $325-$335 million, a decrease of $30 million from prior guidance at midpoint

Campbell, Calif. – December 1, 2022 – ChargePoint Holdings, Inc. (NYSE:CHPT) (“ChargePoint”), a leading electric vehicle (EV) charging network, today reported results for its third quarter of fiscal 2023 ended October 31, 2022.
“ChargePoint delivered another quarter of growth exceeding 90% year-over-year, as we continue to scale the business to meet strong demand for our solutions across North America and Europe,” said Pasquale Romano, President and CEO of ChargePoint. “Our networked, asset-light business model continues to enable our growth as we strive to deliver improved margins and operating leverage.”
Third Quarter Fiscal 2023 Financial Overview
 
•Revenue. Third quarter revenue was $125.3 million, up 93% from $65.0 million in the prior year’s same quarter. Networked charging systems revenue for the third quarter was $97.6 million, up 105% from $47.5 million in the prior year’s same quarter and subscription revenue was $21.7 million, up 62% from $13.4 million in the prior year’s same quarter.

•Gross Margin. Third quarter GAAP gross margin was 18%, down from 25% in the prior year's same quarter primarily due to supply chain disruptions, which affected both cost and supply availability, and increased new product introduction and transition costs. Third quarter non-GAAP gross margin, which primarily excludes stock-based compensation expense and amortization from acquired intangible assets, improved sequentially to 20%, but was down from 27% in the prior year's same quarter due to the same factors.

•Net Income/Loss. Third quarter GAAP net loss was $84.5 million, as compared to $69.4 million in the prior year's same quarter. Non-GAAP pre-tax net loss in the third quarter, which excludes $25.7 million in stock-based compensation expense, $2.8 million amortization expense from acquired intangible assets and other items, was $56.4 million as compared to $47.3 million in the prior year's same quarter.
•Liquidity. As of October 31, 2022, cash and short term investments on the balance sheet were $397.6 million.
•Shares Outstanding. As of October 31, 2022, there were approximately 342 million shares of common stock outstanding.
For a reconciliation of GAAP to non-GAAP results, please see the tables below.
Fourth Quarter and Full Year Guidance
For the fourth fiscal quarter ending January 31, 2023, ChargePoint expects:
•Revenue of $160 million to $170  million. At the midpoint, this represents an anticipated increase of 108% as compared to the prior year’s same quarter
•A sequential Non-GAAP gross margin improvement from the third quarter's 20%, resulting in annual gross margin below previous guidance
For the full fiscal year ending January 31, 2023, ChargePoint expects:
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•Revenue of $475 million to $485 million. At the midpoint, this represents an anticipated increase of $5 million as compared to previous guidance
•Non-GAAP operating expenses of $325 million to $335 million. At the midpoint, this represents an anticipated decrease of $30 million as compared to previous guidance
Guidance for non-GAAP financial measures excludes stock-based compensation expense, amortization expense of acquired intangible assets, acquisition earn-out-related payroll tax expense, and non-recurring costs and professional services fees related to acquisitions and security offerings. ChargePoint is not able to present a reconciliation of its non-GAAP financial guidance to the corresponding GAAP measures because certain items that impact these measures are uncertain or out of its control, or cannot be reasonably predicted, including stock-based compensation expense, without unreasonable effort. The actual amounts of such reconciling items will have a significant impact on ChargePoint's GAAP gross margin and GAAP operating expenses.
Conference Call Information
ChargePoint will host a webcast today at 1:30 p.m. Pacific / 4:30 p.m. Eastern to review its third quarter fiscal 2023 financial results and its outlook for the fourth quarter of and full year fiscal 2023.
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. The ChargePoint 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 133 million charging sessions have been delivered, with drivers plugging into the ChargePoint network on average every second. For more information, visit the ChargePoint pressroom, the ChargePoint Investor Relations site, or contact the ChargePoint 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 fourth fiscal quarter and fiscal year ending January 31, 2023. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: the impact of the ongoing COVID-19 pandemic, geopolitical events including the Russian invasion of Ukraine, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions, component shortages and expense increases; our limited operating history as a public company; our ability as an organization to successfully 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, delays and expense increases may adversely affect our sales, revenue and gross margins; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe; the need to attract additional fleet operators as customers; potential adverse effects on our revenue and gross margins due to new product introductions, supply chain disruptions, component shortages and related expense increases or 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 September 8, 2022, 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.
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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”). ChargePoint 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 ChargePoint’s financial results with other companies in its industry as well other technology companies, many of which present similar non-GAAP financial measures.
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 ChargePoint’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of ChargePoint’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 Profit (Gross Margin). ChargePoint defines non-GAAP gross profit as gross profit excluding amortization expense of acquired intangible assets and stock-based compensation expense. Non-GAAP gross margin is non-GAAP gross profit as a percentage of revenue.

Non-GAAP Cost of Revenue and Operating Expenses (includes Non-GAAP research and development, Non-GAAP sales and marketing and Non-GAAP general and administrative). ChargePoint defines Non-GAAP cost of revenue and operating expenses as cost of revenue and operating expenses excluding amortization expense of acquired intangible assets, stock-based compensation expense, earn-out-related payroll tax expense, and non-recurring costs and professional services fees associated with acquisitions and registration filings, and non-cash charges related to tax liabilities.

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, earn-out-related payroll tax expense, offering costs allocated to warrant liabilities, non-recurring costs and professional services fees associated with acquisitions and registration filings, and non-cash charges related to the revaluation of warrants, tax liabilities, earn-out liabilities, and other financial instruments. These amounts do not reflect the impact of any related tax effects. Non-GAAP pre-tax net loss is non-GAAP net loss adjusted for provision for income taxes.
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 ChargePoint’s operating results.
CHPT-IR
Contacts
Investor Relations
Patrick Hamer
VP, Capital Markets and Investor Relations
Patrick.Hamer@chargepoint.com
investors@chargepoint.com
Press
AJ Gosselin
Director, Corporate Communications
AJ.Gosselin@chargepoint.com
media@chargepoint.com
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ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
 
  Three Months Ended
October 31,
Nine Months Ended
October 31,
  2022 2021 2022 2021
Revenue
Networked charging systems $ 97,592  $ 47,511  $ 241,291  $ 115,185 
Subscriptions 21,670  13,397  59,561  36,303 
Other 6,079  4,126  14,415  10,177 
Total revenue 125,341  65,034  315,267  161,665 
Cost of revenue
Networked charging systems 85,821  38,720  216,439  97,846 
Subscriptions 13,400  7,637  37,305  21,107 
Other 3,439  2,621  8,581  6,662 
Total cost of revenue 102,660  48,978  262,325  125,615 
Gross profit 22,681  16,056  52,942  36,050 
Operating expenses
Research and development 48,132  36,751  148,237  102,535 
Sales and marketing 35,382  24,361  101,842  62,258 
General and administrative 22,445  20,268  66,339  57,467 
Total operating expenses 105,959  81,380  316,418  222,260 
Loss from operations (83,278) (65,324) (263,476) (186,210)
Interest income 1,905  25  3,471  72 
Interest expense (2,606) (3) (6,467) (1,502)
Change in fair value of redeemable convertible preferred stock warrant liability
—  —  —  9,237 
Change in fair value of assumed common stock warrant liabilities —  (2,429) (24) 30,911 
Change in fair value of contingent earnout liability —  —  —  84,420 
Transaction costs expensed —  —  —  (7,031)
Other expense, net (943) (2,025) (2,646) (2,200)
Net loss before income taxes (84,922) (69,756) (269,142) (72,303)
Benefit from income taxes (442) (314) (2,696) (211)
Net loss $ (84,480) $ (69,442) $ (266,446) $ (72,092)
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 $ (84,480) $ (69,442) $ (266,446) $ (238,874)
Gain attributable to earnout shares issued —  —  —  (84,420)
Change in fair value of dilutive warrants —  —  —  (51,106)
Net loss attributable to common stockholders, diluted $ (84,480) $ (69,442) $ (266,446) $ (374,400)
Net loss per share - Basic $ (0.25) $ (0.21) $ (0.79) $ (0.84)
Net loss per share - Diluted $ (0.25) $ (0.21) $ (0.79) $ (1.28)
Weighted average shares outstanding - Basic 339,595,385  325,034,920  337,037,111  286,025,483 
Weighted average shares outstanding - Diluted 339,595,385  325,034,920  337,037,111  292,575,318 
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ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
 
October 31, 2022 January 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 188,273  $ 315,235 
Restricted cash 400  400 
Short-term investments 208,887  — 
Accounts receivable, net 123,028  75,939 
Inventories 62,449  35,879 
Prepaid expenses and other current assets 58,589  36,603 
Total current assets 641,626  464,056 
Property and equipment, net 38,706  34,593 
Intangible assets, net 89,637  107,209 
Operating lease right-of-use assets 21,890  25,535 
Goodwill 201,742  218,484 
Other assets 6,982  6,020 
Total assets $ 1,000,583  $ 855,897 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 44,537  $ 27,576 
Accrued and other current liabilities 111,910  84,328 
Deferred revenue 81,912  77,142 
Total current liabilities 238,359  189,046 
Deferred revenue, noncurrent 93,306  69,666 
Debt, noncurrent 294,635  — 
Operating lease liabilities 22,309  25,370 
Deferred tax liabilities 12,349  17,697 
Other long-term liabilities 1,035  7,104 
Total liabilities 661,993  308,883 
Stockholders' equity (deficit):
Common stock 34  33 
Additional paid-in capital 1,451,711  1,366,855 
Accumulated other comprehensive loss (35,054) (8,219)
Accumulated deficit (1,078,101) (811,655)
Total stockholders' equity 338,590  547,014 
Total liabilities and stockholders' equity $ 1,000,583  $ 855,897 
 

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ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 
  Nine Months Ended
October 31,
  2022 2021
Cash flows from operating activities
Net loss $ (266,446) $ (72,092)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 18,562  10,158 
Non-cash operating lease cost 3,539  3,066 
Stock-based compensation 67,644  51,893 
Amortization of deferred contract acquisition costs 1,729  1,291 
Change in fair value of redeemable convertible preferred stock warrant liability —  (9,237)
Change in fair value of common stock warrant liabilities 24  (30,911)
Change in fair value of contingent earnout liabilities —  (84,420)
Transaction costs expensed —  7,031 
Reserves and Other 11,490  1,833 
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net (50,402) (26,579)
Inventories (30,057) 3,498 
Prepaid expenses and other assets (24,730) (18,879)
Operating lease liabilities (3,603) (2,193)
Accounts payable 14,551  10,633 
Accrued and other liabilities 12,638  16,110 
Deferred revenue 28,410  29,715 
Net cash used in operating activities (216,651) (109,083)
Cash flows from investing activities
Purchases of property and equipment (14,142) (12,064)
Purchases of short term investments (284,835) — 
Maturities of investments 75,000  — 
Cash paid for acquisitions, net of cash acquired (2,756) (205,329)
Net cash used in investing activities (226,733) (217,393)
Cash flows from financing activities
Proceeds from the exercise of warrants 6,354  118,845 
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 —  (20,895)
Proceeds from issuance of debt securities, net of discount and issuance costs 293,972  — 
Repayment of borrowings —  (36,051)
Proceeds from the issuance of common stock under employee equity plans, net of tax withholding 10,760  4,214 
Change in driver funds and amounts due to customers 6,911  1,933 
Net cash provided by financing activities 317,997  547,224 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (1,575) (748)
Net increase (decrease) in cash, cash equivalents, and restricted cash (126,962) 220,000 
Cash, cash equivalents, and restricted cash at beginning of period 315,635  145,891 
Cash, cash equivalents, and restricted cash at end of period $ 188,673  $ 365,891 
 
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ChargePoint Holdings, Inc.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, unaudited)
 
  Three Months Ended
October 31, 2022
Three Months Ended
October 31, 2021
Nine
Months Ended
October 31, 2022
Nine
Months Ended
October 31, 2021
Cost of Revenue:
GAAP cost of revenue $ 102,660  $ 48,978  $ 262,325  $ 125,615 
Stock-based compensation expense (1,145) (885) (3,271) (3,073)
Amortization of intangible assets (723) (426) (2,091) (426)
Non-GAAP cost of revenue $ 100,792  $ 47,667  $ 256,963  $ 122,116 
Non-GAAP gross profit (gross margin as a percentage of revenue) $ 24,549  20% $ 17,367  27% $ 58,304  18% $ 39,549  24%
Operating Expenses:
GAAP research and development $ 48,132  $ 36,751  $ 148,237  $ 102,535 
Stock-based compensation expense (10,200) (5,840) (27,598) (20,198)
Earn-out-related taxes (1) —  —  —  (358)
Acquisition-related costs (2) —  —  —  (86)
Cost related to registration filings —  —  —  (80)
Non-GAAP research and development (as a percentage of revenue) $ 37,932  30% $ 30,911  48% $ 120,639  38% $ 81,813  51%
GAAP sales and marketing $ 35,382  $ 24,361  $ 101,842  $ 62,258 
Stock-based compensation expense (4,962) (2,251) (12,793) (7,018)
Earn-out-related taxes (1) —  —  —  (424)
Acquisition-related costs (2) —  —  —  (43)
Cost related to registration filings —  —  —  (40)
Amortization of intangible assets (2,114) (1,092) (6,562) (1,092)
Non-GAAP sales and marketing (as a percentage of revenue) $ 28,306  23% $ 21,018  32% $ 82,487  26% $ 53,641  33%
GAAP general and administrative $ 22,445  $ 20,268  $ 66,339  $ 57,467 
Stock-based compensation expense (9,391) (7,046) (23,982) (21,604)
Earn-out-related taxes (1) —  —  —  (713)
Acquisition-related costs (2) (2,435) (1,002) (5,118)
Cost related to registration filings —  (15) (473) (2,517)
Tax exposures —  —  (990) — 
Non-GAAP general and administrative (as a percentage of revenue) $ 13,063  10% $ 10,772  17% $ 39,892  13% $ 27,515  17%
Non-GAAP Operating Expenses (as a percentage of revenue) $ 79,301  63% $ 62,701  96% $ 243,018  77% $ 162,969  101%
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  Three Months Ended
October 31, 2022
Three Months Ended
October 31, 2021
Nine
Months Ended
October 31, 2022
Nine
Months Ended
October 31, 2021
Net Loss:
GAAP net loss $ (84,480) $ (69,442) $ (266,446) $ (72,092)
Stock-based compensation expense 25,698  16,022  67,644  51,893 
Earn-out-related taxes (1) —  —  —  1,495 
Acquisition-related costs (2) (9) 2,435  1,002  5,247 
Cost related to registration filings —  15  473  2,637 
Tax exposures —  —  990  — 
Amortization of intangible assets 2,837  1,518  8,653  1,518 
Change in fair value of preferred stock warrant liability —  —  —  (9,237)
Change in fair value of assumed common stock warrant liability —  2,429  24  (30,911)
Change in fair value of contingent earn-out liability —  —  —  (84,420)
Offering costs allocated to warrant liabilities —  —  —  7,031 
Non-GAAP net loss (as a percentage of revenue) $ (55,954) (45) % $ (47,023) (72) % $ (187,660) (60) % $ (126,839) (78) %
Benefit from income taxes (442) (314) (2,696) (211)
Non-GAAP pre-tax net loss (as a percentage of revenue) $ (56,396) (45) % $ (47,337) (73) % $ (190,356) (60) % $ (127,050) (79) %
 
(1)Consists of employment taxes paid related to shares issued as part of the earnout.
(2)Consists of professional services fees related to acquisitions.

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