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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): September 6, 2023
  
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 September 6, 2023, ChargePoint Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal second quarter ended July 31, 2023. 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 (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 2.05    Costs Associated with Exit or Disposal Activities.
On September 6, 2023, the Company announced the reorganizing of its operations including a reduction of the Company's current global workforce by approximately 10% (the “Reorganization”). The Reorganization is expected to lead to approximately $8 million in charges, consisting primarily of severance benefits and facility-related expenses. The Company expects that most of these charges will be cash expenditures and that it will recognize these charges primarily during its fiscal third quarter. The Reorganization is expected to result in annual operating expense savings of approximately $30 million.
The estimates of the charges and expenditures that the Company expects to incur in connection with the Reorganization, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Reorganization.
Item 7.01.    Regulation FD Disclosure.
In connection with the Reorganization, on September 6, 2023, Pasquale Romano, the Company’s Chief Executive Officer, sent a communication to the Company’s employees. A copy of the communication is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K (this “Current Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the Reorganization, the charges the Company expects to recognize in connection therewith and the timing of such recognition, and the annual operating expense savings expected from the Reorganization. The Company cautions you that these forward-looking statements are subject to numerous risk and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Additional risks and uncertainties that could affect the Company and its financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2023, which is available on the Company’s website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. All forward-looking statements in this report are based on information available to the Company as of the date hereof, and the Company assumes no 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.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.   Description of Exhibit
99.1  
99.2
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 6, 2023

EX-99.1 2 chpt8-kerfy2024q2exx991.htm EX-99.1 Document

Exhibit 99.1
chargepoint_logo.jpg
ChargePoint Reports Second Quarter Fiscal Year 2024 Financial Results

 
•Second quarter fiscal 2024 revenue of $150 million representing 39% year-over-year growth
•GAAP gross margin of 1% and Non-GAAP gross margin of 3%, reflecting 19 percentage point margin impact from inventory impairment charge
•Reduction of estimated $30 million in annualized operating expenses
•Third quarter fiscal 2024 revenue guidance of $150 - $165 million, and annual revenue guidance of $605 - $630 million
•Company reaffirms plan to achieve positive Non-GAAP Adjusted EBITDA in the fourth quarter of calendar year 2024
Campbell, Calif. – September 6, 2023 – ChargePoint Holdings, Inc. (NYSE:CHPT) (“ChargePoint”), a leading provider of networked solutions for charging electric vehicles (EVs), today reported results for its second quarter of fiscal 2024 ended July 31, 2023.
“In the second quarter, ChargePoint delivered solid growth. Our revenue of $150 million represents a 39% year-over-year increase despite a hesitant economy,” said Pasquale Romano, President and CEO of ChargePoint. “In the quarter we fortified our access to working capital with a $150 million revolving credit facility and $38 million raised via our "at-the-market" offering. We took an inventory impairment charge to address a significant supply-chain related issue, and we announced an estimated $30 million in annualized operating expense savings from reorganizing the business for agility, efficiency and scale. We remain committed to delivering on our goal of generating positive non-GAAP adjusted EBITDA by the end of calendar 2024.”
Second Quarter Fiscal 2024 Financial Overview
•Revenue. Second quarter revenue was $150.5 million, up 39% from $108.3 million in the prior year’s same quarter. Networked charging systems revenue for the second quarter was $114.6 million, up 36% from $84.1 million in the prior year’s same quarter. Subscription revenue was $30.0 million, up 48% from $20.2 million in the prior year’s same quarter.
•Gross Margin. Second quarter GAAP gross margin was 1%, down from 17% in the prior year's same quarter, and non-GAAP gross margin was 3%, down from 19% in the prior year's same quarter, in both cases primarily due to a $28.0 million, or 19 percentage point, inventory impairment charge. This inventory impairment charge was taken to address legacy supply chain-related costs and supply overruns on a particular DC product.
•Net Income/Loss. Second quarter GAAP net loss was $125.3 million, up from $92.7 million in the prior year's same quarter. Non-GAAP pre-tax net loss was $86.1 million as compared to $62.3 million in the prior year's same quarter, both reflecting the $28.0 million inventory impairment charge. Non-GAAP Adjusted EBITDA Loss was $81.2 million also reflects this inventory impairment charge in the second quarter, as compared to $56.2 million in the prior year's same quarter.
•Liquidity. As of July 31, 2023, cash on the balance sheet was $263.9 million, which includes $37.7 million of at-the-market share offering gross proceeds during the second quarter.
•Shares Outstanding. As of July 31, 2023, the Company had approximately 360 million shares of common stock outstanding.
1


Reorganization
Today ChargePoint announced the reorganization of its operations including a reduction of ChargePoint's current global workforce by approximately 10% (the “Reorganization”). The Reorganization is expected to lead to approximately $8 million in charges, consisting primarily of severance benefits and facility-related expenses to be incurred primarily during the Company's third fiscal quarter. The Reorganization is expected to result in annual operating expense savings of approximately $30 million.
Third Quarter, Fourth Quarter and Full Fiscal Year 2024 Guidance
For the third fiscal quarter ending October 31, 2023, ChargePoint expects:
•Revenue of $150 million to $165 million. At the midpoint, this represents an anticipated increase of 26% as compared to the prior year.
•Non-GAAP gross margin of 22 to 25%.
•Non-GAAP operating expenses of $81 million to $84 million.
For the fourth fiscal quarter ending January 31, 2024, ChargePoint expects non-GAAP operating expenses of $79 million to $82 million.
For the full fiscal year ending January 31, 2024, ChargePoint expects revenue of $605 million to $630 million. At the midpoint, this represents an anticipated increase of 32% as compared to the prior year.

Guidance for non-GAAP financial measures excludes items such as stock-based compensation expense, amortization expense of acquired intangible assets, professional services fees associated with acquisitions and registration filings, non-cash charges related to tax liabilities, non-recurring restructuring costs, and non-cash charges related to the change in fair value of assumed common stock warrant liabilities, and is further adjusted for provision of income taxes, depreciation, interest income and expense, and other income and expense (net). ChargePoint is not be able to present a reconciliation of non-GAAP financial guidance to the corresponding GAAP measures because certain items that impact these measures are uncertain or out of our 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, GAAP operating expenses and GAAP net loss.
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 2024 financial results, and its outlook for the third quarter, fourth quarter and full fiscal year 2024.
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 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. 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. 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.
2


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, 2023, fourth fiscal quarter ending January 31, 2024, full fiscal year ending January 31, 2024, our plans to be non-GAAP Adjusted EBITDA positive by the end of calendar 2024, and anticipated charges and annual expense savings resulting from the Reorganization. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: macroeconomic trends including changes in or sustained inflation, prolonged and sustained increases in interest rates, or other events beyond our control on the overall economy which may reduce demand for our products and services, geopolitical events and conflicts, adverse impacts to our business and those of our customers and suppliers, including due to supply chain disruptions, component shortages, and associated logistics 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 demand for 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; our reliance on contract manufacturers, including those located outside the United States, may result in supply chain interruptions, delays and expense increases which may adversely affect our sales, revenue and gross margins; 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 delays and costs associated with new product introductions, inventory obsolescence, component shortages and related expense increases; adverse impact to our revenues 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 8, 2023, 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 financial information in this press release 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. ChargePoint believes that the use of these non-GAAP financial measures is useful to investors to evaluate ongoing operating results and trends and believes they provide meaningful supplemental information to investors regarding ChargePoint’s underlying operating performance because they exclude items the Company believes are unrelated to, and may not be indicative of, its core operating results.
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 stock-based compensation expense and amortization expense of acquired intangible assets. 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 stock-based compensation expense, amortization expense of acquired intangible assets, professional services fees associated with acquisitions and registration filings, non-cash charges related to tax liabilities, non-recurring restructuring costs and non-cash charges related to the fair value of assumed common stock warrant liabilities.
3


Non-GAAP Net Loss. ChargePoint defines non-GAAP net loss as net loss excluding stock-based compensation expense, amortization expense of acquired intangible assets, professional services fees associated with acquisitions and registration filings, non-cash charges related to tax liabilities, non-recurring restructuring costs, and non-cash charges related to change in fair value of assumed common stock warrant liabilities. 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.
Non-GAAP Adjusted EBITDA Loss. ChargePoint defines non-GAAP adjusted EBITDA loss as net loss excluding stock-based compensation expense, amortization expense of acquired intangible assets, professional services fees associated with acquisitions and registration filings, non-cash charges related to tax liabilities, non-recurring restructuring costs, and non-cash charges related to the change in fair value of assumed common stock warrant liabilities, and further adjusted for provision of income taxes, depreciation, interest income and expense, and other income and expense (net).
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. 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
Vice President, Capital Markets and Investor Relations
Patrick.Hamer@chargepoint.com
investors@chargepoint.com
Press
John Paolo Canton
Vice President, Communications
JP.Canton@chargepoint.com

AJ Gosselin
Director, Corporate Communications
AJ.Gosselin@chargepoint.com
media@chargepoint.com
4


ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
 
  Three Months Ended
July 31,
Six Months Ended
July 31,
  2023 2022 2023 2022
Revenue
Networked charging systems $ 114,574  $ 84,148  $ 212,894  $ 143,699 
Subscriptions 30,011  20,244  56,376  37,890 
Other 5,909  3,900  11,253  8,336 
Total revenue 150,494  108,292  280,523  189,925 
Cost of revenue
Networked charging systems 126,961  74,352  207,883  130,618 
Subscriptions 18,692  13,278  33,497  23,905 
Other 3,716  2,509  7,483  5,142 
Total cost of revenue 149,369  90,139  248,863  159,665 
Gross profit 1,125  18,153  31,660  30,260 
Operating expenses
Research and development 59,642  51,804  109,039  100,105 
Sales and marketing 39,671  33,873  76,711  66,460 
General and administrative 25,144  22,846  49,164  43,893 
Total operating expenses 124,457  108,523  234,914  210,458 
Loss from operations (123,332) (90,370) (203,254) (180,198)
Interest income 1,840  1,460  4,300  1,566 
Interest expense (2,926) (2,928) (5,853) (3,862)
Change in fair value of assumed common stock warrant liabilities —  —  —  (24)
Other income (expense), net 68  (1,254) 642  (1,702)
Net loss before income taxes (124,350) (93,092) (204,165) (184,220)
Provision for (benefit from) income taxes 905  (392) 478  (2,254)
Net loss $ (125,255) $ (92,700) $ (204,643) $ (181,966)
Net loss per share, basic and diluted $ (0.35) $ (0.28) $ (0.58) $ (0.54)
Weighted average shares outstanding, basic and diluted 355,876,807  336,813,555  353,008,473  335,736,772 
Page 5


ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
 
July 31, 2023 January 31, 2023
Assets
Current assets:
Cash and cash equivalents $ 233,499  $ 264,162 
Restricted cash 30,400  30,400 
Short-term investments —  104,966 
Accounts receivable, net 202,079  164,892 
Inventories 143,580  68,730 
Prepaid expenses and other current assets 82,657  71,020 
Total current assets 692,215  704,170 
Property and equipment, net 42,736  40,046 
Intangible assets, net 87,924  92,673 
Operating lease right-of-use assets 20,164  22,242 
Goodwill 216,615  213,716 
Other assets 8,734  7,110 
Total assets $ 1,068,388  $ 1,079,957 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 99,024  $ 62,076 
Accrued and other current liabilities 145,725  133,483 
Deferred revenue 95,800  88,777 
Total current liabilities 340,549  284,336 
Deferred revenue, noncurrent 124,042  109,833 
Debt, noncurrent 295,539  294,936 
Operating lease liabilities 19,544  21,841 
Deferred tax liabilities 11,868  12,987 
Other long-term liabilities 1,626  1,032 
Total liabilities 793,168  724,965 
Stockholders' equity:
Common stock 36  35 
Additional paid-in capital 1,648,198  1,528,104 
Accumulated other comprehensive loss (11,608) (16,384)
Accumulated deficit (1,361,406) (1,156,763)
Total stockholders' equity 275,220  354,992 
Total liabilities and stockholders' equity $ 1,068,388  $ 1,079,957 
 

Page 6


ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 
  Six Months Ended
July 31,
  2023 2022
Cash flows from operating activities
Net loss $ (204,643) $ (181,966)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 14,018  12,476 
Non-cash operating lease cost 2,199  2,451 
Stock-based compensation 59,063  41,946 
Amortization of deferred contract acquisition costs 1,380  1,118 
Inventory impairment
28,000  — 
Other 5,026  5,015 
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net (40,562) (36,178)
Inventories (97,906) (18,239)
Prepaid expenses and other assets (12,365) (9,964)
Accounts payable, operating lease liabilities, and accrued and other liabilities 33,957  28,896 
Deferred revenue 21,231  20,773 
Net cash used in operating activities (190,602) (133,672)
Cash flows from investing activities
Purchases of property and equipment (9,877) (8,872)
Purchases of short term investments —  (284,835)
Maturities of investments 105,000  — 
Cash paid for acquisitions, net of cash acquired —  (2,756)
Net cash provided by (used in) investing activities 95,123  (296,463)
Cash flows from financing activities
Proceeds from issuance of debt, net of discount and issuance costs —  293,972 
Debt issuance costs related to the revolving credit facility (2,265) — 
Proceeds from the issuance of common stock under employee equity plans, net of tax withholding 6,212  5,419 
Proceeds from issuance of common stock in connection with ATM offerings 54,799  — 
Change in driver funds and amounts due to customers 8,839  4,238 
Settlement of contingent earnout liability (3,537) — 
Net cash provided by financing activities 64,048  303,629 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 768  (1,067)
Net decrease in cash, cash equivalents, and restricted cash (30,663) (127,573)
Cash, cash equivalents, and restricted cash at beginning of period 294,562  315,635 
Cash, cash equivalents, and restricted cash at end of period $ 263,899  $ 188,062 
 
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ChargePoint Holdings, Inc.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, unaudited)
 
  Three Months Ended
July 31, 2023
Three Months Ended
July 31, 2022
Six
Months Ended
July 31, 2023
Six
Months Ended
July 31, 2022
Cost of Revenue:
GAAP cost of revenue $ 149,369  $ 90,139  $ 248,863  $ 159,665 
Stock-based compensation expense (1,938) (1,341) (2,933) (2,126)
Amortization of intangible assets (766) (748) (1,532) (1,368)
Non-GAAP cost of revenue $ 146,665  $ 88,050  $ 244,398  $ 156,171 
Non-GAAP gross profit (gross margin as a percentage of revenue) $ 3,829  3% $ 20,242  19% $ 36,125  13% $ 33,754  18%
Operating Expenses:
GAAP research and development $ 59,642  $ 51,804  $ 109,039  $ 100,105 
Stock-based compensation expense (15,847) (11,420) (25,353) (17,398)
Other adjustments (1) —  —  — 
Non-GAAP research and development (as a percentage of revenue) $ 43,795  29% $ 40,384  37% $ 83,687  30% $ 82,707  44%
GAAP sales and marketing $ 39,671  $ 33,873  $ 76,711  $ 66,460 
Stock-based compensation expense (6,757) (5,285) (10,926) (7,831)
Amortization of intangible assets (2,273) (2,207) (4,545) (4,448)
Other adjustments (1) —  —  — 
Non-GAAP sales and marketing (as a percentage of revenue) $ 30,641  20% $ 26,381  24% $ 61,241  22% $ 54,181  29%
GAAP general and administrative $ 25,144  $ 22,846  $ 49,164  $ 43,893 
Stock-based compensation expense (10,557) (8,373) (19,851) (14,591)
Acquisition-related costs (2) —  —  —  (1,011)
Other adjustments (1) (105) (1,463) (105) (1,463)
Non-GAAP general and administrative (as a percentage of revenue) $ 14,482  10% $ 13,010  12% $ 29,208  10% $ 26,828  14%
Non-GAAP Operating Expenses (as a percentage of revenue) $ 88,918  59% $ 79,775  74% $ 174,136  62% $ 163,716  86%
Net Loss:
GAAP net loss $ (125,255) $ (92,700) $ (204,643) $ (181,966)
Stock-based compensation expense 35,099  26,419  59,063  41,946 
Amortization of intangible assets 3,039  2,955  6,077  5,816 
Acquisition-related costs (2) —  —  —  1,011 
Other adjustments (1) 105  1,463  103  1,487 
Non-GAAP net loss (as a percentage of revenue) $ (87,012) (58)% $ (61,863) (57) % $ (139,400) (50) % $ (131,706) (69) %
Provision for (benefit from) income taxes 905  (392) 478  (2,254)
Non-GAAP pre-tax net loss (as a percentage of revenue) $ (86,107) (57)% $ (62,255) (57) % $ (138,922) (50) % $ (133,960) (71) %
Depreciation 3,925  3,300  7,941  6,660 
Interest income (1,840) (1,460) (4,300) (1,566)
Interest expense 2,926  2,928  5,853  3,862 
Other income (expense), net (68) 1,254  (642) 1,702 
Non-GAAP Adjusted EBITDA Loss (as a percentage of revenue) $ (81,164) (54)% $ (56,233) (52) % $ (130,070) (46) % $ (123,302) (65) %
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(1)Consists of restructuring costs for severances and related termination costs, as well as change in fair value of assumed common stock warrant liabilities, non-cash charges related to tax liabilities, and cost related to registration filings.
(2)Consists of professional services fees related to acquisitions.
Page 9
EX-99.2 3 chpt8-kerfy2024q2exx992.htm EX-99.2 Document

Exhibit 99.2
Dear ChargePointers,
I am writing to you with some important company news. Today we are announcing the second part of our business reorganization, which will include a reduction of our global workforce by approximately 10%. We began the process this morning, although in certain countries it will take time to complete due to local regulations.
The most important thing for me to communicate is that we did not take this decision lightly. To lose a single colleague is too many, and so it is with a somber heart that I relay the news. The position eliminations were not a decision taken purely for financial reasons, but rather as a component of the many broader changes we have been implementing to the business.
So why are we doing this? As a more recent public company in a nascent industry, we are learning a lot in parallel with our rapid scale and financial growth. Over time these learnings have identified many potential efficiencies, which we need to harness quickly and effectively for our long-term health and competitiveness. The first application of these learnings was adopting a new Go-To-Market commercial strategy, as we announced internally last month. That will enable us to work faster, be closer to the market, and better serve our customers. The second part of the reorganization is primarily focused on the product, engineering, and operational sides of the business. We will walk you through these changes in detail during the town hall meeting tomorrow. This is all part of a long-term strategic reorganization, not a short-term cost-cutting measure. 
But in reference to cost, it is no secret we are operating in a hesitant economy. The good news is that we are resilient against this backdrop. In fact, our second quarter revenue growth was 39% year-over-year. We need to safeguard against the current macroeconomic environment, while simultaneously ensuring we remain on track to meet our goal of having positive adjusted EBITDA by the end of next year. To do so, we decided upon several financial measures before evaluating any cuts to our people. These include the consolidation of our offices, and offshoring elements of manufacturing. To put things in context, we expect the total changes to represent an annualized $30 million dollars to our operational expenses - a figure not to be taken lightly.   
In conclusion, we are now structured more strategically and efficiently, and we are well positioned to remain a leader in the space for the years to come. To reiterate, we do not take the personnel decisions lightly, but we will come out of this a better, faster, and more efficient organization for the benefit of ourselves, our customers, and the future of transportation. When market conditions turn more favorable, we will be prepared to seize opportunities if we stay focused, execute with machine-like precision, and follow our north star. As mentioned above, we will address this in more detail at the town hall tomorrow. Beyond that, both the leadership team and I are available for questions.

Sincerely,

-Pat