0001777393false00017773932023-12-062023-12-06

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 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 December 6, 2023, ChargePoint Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal third quarter ended October 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 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 
104Cover 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/ Mansi Khetani
 
Name: Mansi Khetani
 
Title: Interim Chief Financial Officer
Date: December 6, 2023


Exhibit 99.1
chargepoint_logoa.jpg
ChargePoint Reports Third Quarter Fiscal Year 2024 Financial Results

 
•Consistent with preliminary financial results announced on November 16, 2023:
◦Third quarter fiscal 2024 revenue of $110 million representing a 12% decrease year-over-year
◦GAAP gross margin of negative 22% and Non-GAAP gross margin of negative 18%, reflecting $42 million impact from an inventory impairment charge
◦GAAP operating expense of $130 million and Non-GAAP operating expense of $81 million, partially reflecting the reduction of operating expenses as part of previously announced cost-saving measures
•Company reaffirms plan to achieve positive Non-GAAP Adjusted EBITDA in the fourth quarter of calendar year 2024 (Fourth quarter of fiscal 2025)
Campbell, Calif. – December 6, 2023 – ChargePoint Holdings, Inc. (NYSE:CHPT) (“ChargePoint”), a leading provider of networked solutions for charging electric vehicles (EVs), today reported results for its third quarter of fiscal 2024 ended October 31, 2023.
“ChargePoint’s third quarter execution came up far short of its goals in the face of continued challenging macroeconomic conditions and execution challenges,” said Rick Wilmer, the new President and CEO of ChargePoint. “Though the quarter overall did not meet expectations, we did demonstrate how we continue to empower the entire EV ecosystem, across hardware and software, and we fortified our balance sheet, which leaves us well capitalized to execute on our strategy. We remain firmly committed to delivering positive non-GAAP adjusted EBITDA in the fourth quarter of calendar year 2024.”
Third Quarter Fiscal 2024 Financial Overview
•Revenue. Third quarter revenue was $110.3 million, down 12% from $125.3 million in the prior year’s same quarter. Networked charging systems revenue for the third quarter was $73.9 million, down 24% from $97.6 million in the prior year’s same quarter. Subscription revenue was $30.6 million, up 41% from $21.7 million in the prior year’s same quarter.
•Gross Margin. Third quarter GAAP gross margin was negative 22%, down from 18% in the prior year's same quarter, and non-GAAP gross margin was negative 18%, down from 20% in the prior year's same quarter, in both cases primarily due to a $42.0 million inventory impairment charge. This inventory impairment charge was taken to address supply overruns related to product transitions and to better align inventory with current demand.
•Net Income/Loss. Third quarter GAAP net loss was $158.2 million, up from $84.5 million in the prior year's same quarter. Non-GAAP pre-tax net loss was $106.3 million as compared to $56.4 million in the prior year's same quarter, both reflecting the $42.0 million inventory impairment charge. Non-GAAP Adjusted EBITDA Loss was $97.4 million also reflecting this inventory impairment charge in the third quarter, as compared to $51.5 million in the prior year's same quarter.
•Liquidity. As of October 31, 2023, cash, cash equivalents and restricted cash on the balance sheet was $397.4 million, which includes $233.1 million of at-the-market share offering gross proceeds during the third quarter. ChargePoint's $150 million revolving credit facility remains undrawn and ChargePoint has no debt maturities until 2028.
•Shares Outstanding. As of October 31, 2023, the Company had approximately 418 million shares of common stock outstanding.
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 2024 financial results.
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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.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties, and assumptions including statements regarding our plans to be non-GAAP Adjusted EBITDA positive by the end of calendar 2024. 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 September 11, 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.
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Non-GAAP Gross Profit (Gross Margin). ChargePoint defines non-GAAP gross profit as gross profit excluding stock-based compensation expense, amortization expense of acquired intangible assets, and restructuring costs for severances and employment-related termination costs, and facility and other contract terminations. 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, restructuring costs for severances and employment-related termination costs, and facility and other contract terminations, amortization expense of acquired intangible assets, professional services fees associated with acquisitions, registration filings and modification of convertible debt, non-cash charges related to tax liabilities, and non-cash charges related to the change in fair value of assumed common stock warrant liabilities.
Non-GAAP Net Loss. ChargePoint defines non-GAAP net loss as net loss excluding stock-based compensation expense, restructuring costs for severances and employment-related termination costs, and facility and other contract terminations, amortization expense of acquired intangible assets, professional services fees associated with acquisitions, registration filings and modification of convertible debt, non-cash charges related to tax liabilities, and non-cash charges related to the 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, restructuring costs for severances and employment-related termination costs, and facility and other contract terminations, amortization expense of acquired intangible assets, professional services fees associated with acquisitions, registration filings and modification of convertible debt, non-cash charges related to tax liabilities, 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
3

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,
 2023202220232022
Revenue
Networked charging systems$73,893 $97,592 $286,788 $241,291 
Subscriptions30,559 21,670 86,935 59,561 
Other5,831 6,079 17,084 14,415 
Total revenue110,283 125,341 390,807 315,267 
Cost of revenue
Networked charging systems109,452 85,821 317,335 216,439 
Subscriptions19,999 13,400 53,495 37,305 
Other4,778 3,439 12,263 8,581 
Total cost of revenue134,229 102,660 383,093 262,325 
Gross profit (loss)
(23,946)22,681 7,714 52,942 
Operating expenses
Research and development56,524 48,132 165,563 148,237 
Sales and marketing39,834 35,382 116,545 101,842 
General and administrative33,463 22,445 82,627 66,339 
Total operating expenses129,821 105,959 364,735 316,418 
Loss from operations(153,767)(83,278)(357,021)(263,476)
Interest income1,868 1,905 6,168 3,471 
Interest expense(3,820)(2,606)(9,673)(6,467)
Change in fair value of assumed common stock warrant liabilities— — — (24)
Other expense, net
(2,815)(943)(2,173)(2,646)
Net loss before income taxes(158,534)(84,922)(362,699)(269,142)
Provision for (benefit from) income taxes(315)(442)162 (2,696)
Net loss$(158,219)$(84,480)$(362,861)$(266,446)
Net loss per share, basic and diluted$(0.43)$(0.25)$(1.01)$(0.79)
Weighted average shares outstanding, basic and diluted376,182,783 339,595,385 360,818,131 337,037,111 
Page 4

ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
 
October 31, 2023January 31, 2023
Assets
Current assets:
Cash and cash equivalents$367,012 $264,162 
Restricted cash30,400 30,400 
Short-term investments— 104,966 
Accounts receivable, net151,804 164,892 
Inventories199,120 68,730 
Prepaid expenses and other current assets76,111 71,020 
Total current assets824,447 704,170 
Property and equipment, net42,198 40,046 
Intangible assets, net82,636 92,673 
Operating lease right-of-use assets18,057 22,242 
Goodwill211,581 213,716 
Other assets8,742 7,110 
Total assets$1,187,661 $1,079,957 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$101,697 $62,076 
Accrued and other current liabilities152,466 133,483 
Deferred revenue98,484 88,777 
Total current liabilities352,647 284,336 
Deferred revenue, noncurrent128,811 109,833 
Debt, noncurrent282,719 294,936 
Operating lease liabilities18,517 21,841 
Deferred tax liabilities10,811 12,987 
Other long-term liabilities1,594 1,032 
Total liabilities795,099 724,965 
Stockholders' equity:
Common stock42 35 
Additional paid-in capital1,931,450 1,528,104 
Accumulated other comprehensive loss(19,305)(16,384)
Accumulated deficit(1,519,625)(1,156,763)
Total stockholders' equity392,562 354,992 
Total liabilities and stockholders' equity$1,187,661 $1,079,957 
 

Page 5

ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 
 
Nine Months Ended
October 31,
 20232022
Cash flows from operating activities
Net loss$(362,861)$(266,446)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization21,160 18,562 
Non-cash operating lease cost3,257 3,539 
Stock-based compensation91,946 67,644 
Amortization of deferred contract acquisition costs2,112 1,729 
Inventory impairment
70,000 — 
Other7,486 11,514 
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net8,693 (50,402)
Inventories(183,569)(30,057)
Prepaid expenses and other assets(6,135)(24,730)
Accounts payable, operating lease liabilities, and accrued and other liabilities31,738 23,586 
Deferred revenue28,685 28,410 
Net cash used in operating activities(287,488)(216,651)
Cash flows from investing activities
Purchases of property and equipment(14,671)(14,142)
Purchases of short term investments— (284,835)
Maturities of investments105,000 75,000 
Cash paid for acquisitions, net of cash acquired— (2,756)
Net cash provided by (used in) investing activities90,329 (226,733)
Cash flows from financing activities
Proceeds from the exercise of warrants— 6,354 
Proceeds from issuance of debt, net of discount and issuance costs— 293,972 
Debt issuance costs related to the revolving credit facility(2,853)— 
Proceeds from the issuance of common stock under employee equity plans, net of tax withholding10,957 10,760 
Proceeds from issuance of common stock in connection with ATM offerings287,198 — 
Change in driver funds and amounts due to customers8,935 6,911 
Settlement of contingent earnout liability(3,537)— 
Net cash provided by financing activities300,700 317,997 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(691)(1,575)
Net increase (decrease) in cash, cash equivalents, and restricted cash
102,850 (126,962)
Cash, cash equivalents, and restricted cash at beginning of period294,562 315,635 
Cash, cash equivalents, and restricted cash at end of period$397,412 $188,673 
 
Page 6

ChargePoint Holdings, Inc.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, unaudited)
 
 
Three
Months Ended
October 31, 2023
Three Months Ended
October 31, 2022
Nine
Months Ended
October 31, 2023
Nine
Months Ended
October 31, 2022
Cost of Revenue:
GAAP cost of revenue$134,229 $102,660 $383,093 $262,325 
Stock-based compensation expense(1,847)(1,145)(4,780)(3,271)
Amortization of intangible assets(759)(723)(2,291)(2,091)
Restructuring costs (1)(996)— (996)— 
Non-GAAP cost of revenue$130,627 $100,792 $375,026 $256,963 
Non-GAAP gross profit (loss) (gross margin as a percentage of revenue)$(20,344)(18)%$24,549 20%$15,781 4%$58,304 18%
Operating Expenses:
GAAP research and development $56,524 $48,132 $165,563 $148,237 
Stock-based compensation expense(14,451)(10,200)(39,804)(27,598)
Restructuring costs (1)(4,183)— (4,183)— 
Non-GAAP research and development (as a percentage of revenue)$37,890 34%$37,932 30%$121,576 31%$120,639 38%
GAAP sales and marketing $39,834 $35,382 $116,545 $101,842 
Stock-based compensation expense(6,467)(4,962)(17,393)(12,793)
Amortization of intangible assets(2,249)(2,114)(6,794)(6,562)
Restructuring costs (1)(1,343)— (1,343)— 
Non-GAAP sales and marketing (as a percentage of revenue)$29,775 27%$28,306 23%$91,015 23%$82,487 26%
GAAP general and administrative $33,463 $22,445 $82,627 $66,339 
Stock-based compensation expense(10,118)(9,391)(29,969)(23,982)
Restructuring costs (1)(9,079)— (9,079)— 
Acquisition-related costs (2)— 9 — (1,002)
Other adjustments (3)
(788)— (893)(1,463)
Non-GAAP general and administrative (as a percentage of revenue)$13,478 12%$13,063 10%$42,686 11%$39,892 13%
Non-GAAP Operating Expenses (as a percentage of revenue)$81,143 74%$79,301 63%$255,277 65%$243,018 77%
Page 7

 
Three
Months Ended
October 31, 2023
Three Months Ended
October 31, 2022
Nine
Months Ended
October 31, 2023
Nine
Months Ended
October 31, 2022
Net Loss:
GAAP net loss$(158,219)$(84,480)$(362,861)$(266,446)
Stock-based compensation expense32,883 25,698 91,946 67,644 
Amortization of intangible assets3,008 2,837 9,085 8,653 
Restructuring costs (1)15,601 — 15,601 — 
Acquisition-related costs (2)— (9)— 1,002 
Other adjustments (3)
788 — 893 1,487 
Non-GAAP net loss (as a percentage of revenue)$(105,939)(96)%$(55,954)(45)%$(245,336)(63)%$(187,660)(60)%
Provision for (benefit from) income taxes(315)(442)162 (2,696)
Non-GAAP pre-tax net loss (as a percentage of revenue)$(106,254)(96)%$(56,396)(45)%$(245,174)(63)%$(190,356)(60)%
Depreciation4,135 3,249 12,076 9,909 
Interest income(1,868)(1,905)(6,168)(3,471)
Interest expense3,820 2,606 9,673 6,467 
Other expense, net2,815 943 2,173 2,646 
Non-GAAP Adjusted EBITDA Loss (as a percentage of revenue)$(97,352)(88)%$(51,503)(41)%$(227,420)(58)%$(174,805)(55)%
 
(1)Consists of restructuring costs for severances and employment-related termination costs, and facility and other contract terminations.
(2)Consists of professional services fees related to acquisitions.
(3)Consists of professional services fees related to registration filings and modification of convertible debt, non-cash charges related to tax liabilities, and the change in fair value of assumed common stock warrant liabilities.
Page 8
v3.23.3
Cover
Dec. 06, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 06, 2023
Entity Registrant Name ChargePoint Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39004
Entity Tax Identification Number 84-1747686
Entity Address, Address Line One 240 East Hacienda Avenue
Entity Address, City or Town Campbell
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95008
City Area Code 408
Local Phone Number 841-4500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol CHPT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001777393
Amendment Flag false
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