Filed pursuant to Rule 424(b)(3)
Registration No. 333-253759
PROSPECTUS SUPPLEMENT NO. 11
(to Prospectus dated June 7, 2021)
ChargePoint Holdings, Inc.
Up to 246,020,583 Shares of Common Stock
6,521,568 Warrants to Purchase
Common Stock
This prospectus supplement supplements the prospectus dated June 7,
2021, as previously supplemented (the “Prospectus”), which forms a
part of our registration statement on Form S-1 (No. 333-253759).
This prospectus supplement is being filed to update and supplement
the information in the Prospectus with the information contained in
our Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on December 15, 2021 (the “Quarterly Report”).
Accordingly, we have attached the Quarterly Report to this
prospectus supplement.
The Prospectus and this prospectus supplement relate to the
issuance by us of up to an aggregate of up to 10,470,562 shares of
our common stock, $0.0001 par value per share (“Common Stock”),
issuable upon the exercise of our publicly-traded warrants (the
“Public Warrants”), up to 6,521,568 shares of our Common Stock
issuable upon exercise of private placement warrants issued to NGP
Switchback, LLC (the “Private Warrants”), and other warrants to
purchase up to 8,266,681 shares of our Common Stock. The Prospectus
and this prospectus supplement also relate to the resale from time
to time, upon the expiration of lock-up agreements, by (i) the
selling stockholders named in the Prospectus or their permitted
transferees of up to 220,761,772 shares of our Common Stock and
(ii) the selling holders of Private Warrants.
Our Common Stock is listed on the New York Stock Exchange under the
symbol “CHPT.” On December 14, 2021, the closing price of our
Common Stock was $19.50.
We are an “emerging growth company” under applicable federal
securities laws and will be subject to reduced public company
reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN
THE “RISK FACTORS” SECTION BEGINNING ON PAGE 10 OF THE
PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
to be issued under this prospectus supplement or the Prospectus or
determined if this prospectus supplement or the Prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is December 15,
2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2021
OR
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission file number 001-39004
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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84-1747686 |
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(State or other jurisdiction of incorporation or
organization) |
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(IRS Employer
Identification No.) |
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240 East Hacienda Avenue Campbell, CA
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95008 |
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(Address of principal executive offices) |
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(Zip Code) |
(408) 841-4500
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
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: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports); and (2) has been subject to such filing requirements
for the past 90
days. Yes x No o
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes
x No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
o |
Accelerated filer |
o |
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Non-accelerated filer |
x
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Smaller reporting company |
x
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Emerging growth company |
x
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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.
o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
Yes o No x
The registrant had outstanding 331,027,104 shares of common stock
as of November 30, 2021.
CHARGEPOINT HOLDINGS, INC.
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Quarterly Report”)
includes “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). All statements, other than statements
of present or historical fact included in this Quarterly Report,
regarding the future financial performance of ChargePoint Holdings,
Inc. (“ChargePoint” or the “Company”), as well as ChargePoint’s
strategy, future operations, future operating results, financial
position, expectations regarding revenue, losses, and costs,
margins, prospects, plans and objectives of management are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “continue,” “project” or the negative of
such terms and other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These statements are based on various assumptions, whether
or not identified herein, and on the current expectations of
ChargePoint’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of, fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may differ from assumptions, and such
differences may be material. Many actual events and circumstances
are beyond the control of ChargePoint. These forward-looking
statements are subject to known and unknown risks, uncertainties
and assumptions about ChargePoint that may cause the actual
results, level of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. If any of these risks materialize or
ChargePoint’s assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that ChargePoint does not
presently know or that ChargePoint currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect ChargePoint’s expectations,
plans or forecasts of future events and views as of the date
hereof. The Company anticipates that subsequent events and
developments will cause ChargePoint’s assessments to change. These
forward-looking statements should not be relied upon as
representing ChargePoint’s assessments as of any date subsequent to
the date hereof. Accordingly, undue reliance should not be placed
upon the forward-looking statements. The Company cautions you that
these forward-looking statements are subject to numerous risk and
uncertainties, most of which are all difficult to predict and many
of which are beyond the control of ChargePoint.
The following factors, among others, could cause actual results to
differ materially from forward-looking statements:
•ChargePoint’s
success in retaining or recruiting, or changes in, its officers,
key employees or directors;
•changes
in applicable laws or regulations;
•the
impact of the coronavirus (“COVID-19”) pandemic on the overall
economy and ChargePoint’s results of operations, financial position
and cash flows;
•COVID-19-related
supply chain disruptions and expense increases;
•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
and the expected benefits from newly acquired assets to
ChargePoint, its customers and its market position;
•the
electric vehicle (“EV”) market may not grow as
expected;
•ChargePoint
may not attract a sufficient number of fleet owners or operators as
customers;
•incentives
from governments or utilities may not materialize or 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 or technological changes could
reduce the demand for EVs or otherwise adversely affect the EV
market or our business;
•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.
The foregoing review of important factors should not be construed
as exhaustive and should be read in conjunction with the other risk
factors included herein. Forward-looking statements reflect current
views about ChargePoint’s plans, strategies and prospects, which
are based on information available as of the date of this Quarterly
Report. Except to the extent required by applicable law,
ChargePoint undertakes no obligation (and expressly disclaims any
such obligation) to update or revise the forward-looking statements
whether as a result of new information, future events or
otherwise.
ITEM 1.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ChargePoint Holdings, Inc. Unaudited Condensed Consolidated
Financial Statements |
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ChargePoint Holdings, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
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October 31,
2021 |
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January 31,
2021 |
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(in thousands, except share and per share data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
365,491 |
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$ |
145,491 |
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Restricted cash |
400 |
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400 |
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Accounts receivable, net of allowance of $2,643 as of October 31,
2021 and $2,000 as of January 31, 2021
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66,104 |
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35,075 |
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Inventories |
29,893 |
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33,592 |
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Prepaid expenses and other current assets |
32,695 |
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12,074 |
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Total current assets |
494,583 |
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226,632 |
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Property and equipment, net |
34,726 |
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29,988 |
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Intangible assets, net |
142,539 |
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— |
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Operating lease right-of-use assets |
23,621 |
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21,817 |
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Goodwill |
200,681 |
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1,215 |
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Other assets |
5,327 |
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10,468 |
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Total assets |
$ |
901,477 |
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$ |
290,120 |
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Liabilities, Redeemable Convertible Preferred Stock and
Stockholders’ Equity (Deficit) |
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Current liabilities: |
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Accounts payable |
32,084 |
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19,784 |
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Accrued and other current liabilities |
76,473 |
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47,162 |
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Deferred revenue |
58,877 |
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40,934 |
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Debt, current |
— |
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10,208 |
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Total current liabilities |
167,434 |
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118,088 |
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Deferred revenue, noncurrent |
62,364 |
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48,896 |
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Debt, noncurrent |
— |
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24,686 |
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Operating lease liabilities |
23,795 |
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22,459 |
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Deferred tax liabilities |
28,351 |
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|
— |
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Common stock warrant liabilities |
29,282 |
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— |
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Redeemable convertible preferred stock warrant
liability |
— |
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|
75,843 |
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Other long-term liabilities |
4,852 |
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|
972 |
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Total liabilities |
316,078 |
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290,944 |
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Commitments and contingencies (Note 7) |
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Redeemable convertible preferred stock: $0.0001 par value; 0 and
185,180,248 shares authorized as of October 31, 2021 and January
31, 2021, respectively; 0 and 182,934,257 shares issued and
outstanding as of October 31, 2021 and January 31, 2021,
respectively (liquidation value: $— and $17,492,964 as of October
31, 2021 and January 31, 2021, respectively)
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— |
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615,697 |
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Stockholders’ equity (deficit): |
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Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284
shares authorized as of October 31, 2021 and January 31, 2021,
respectively; 330,964,104 and 22,961,032 shares issued and
outstanding as of October 31, 2021 and January 31, 2021,
respectively
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33 |
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2 |
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Preferred stock, $0.0001 par value; 10,000,000 and 0 shares
authorized as of October 31, 2021 and January 31, 2021,
respectively; 0 issued and outstanding as of October 31, 2021 and
January 31, 2021
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— |
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— |
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Additional paid-in capital |
1,337,247 |
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62,736 |
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Accumulated other comprehensive income (loss) |
(376) |
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155 |
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Accumulated deficit |
(751,505) |
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(679,414) |
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Total stockholders’ equity (deficit) |
585,399 |
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(616,521) |
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Total liabilities, redeemable convertible preferred stock, and
stockholders’ equity (deficit) |
$ |
901,477 |
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$ |
290,120 |
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
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Three Months Ended
October 31, |
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Nine Months Ended
October 31, |
|
2021 |
|
2020 |
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2021 |
|
2020 |
|
(in thousands, except share and per share data) |
|
(in thousands, except share and per share data) |
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Revenue |
|
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|
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Networked charging systems |
$ |
47,511 |
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$ |
22,566 |
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$ |
115,185 |
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$ |
63,591 |
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Subscriptions |
13,397 |
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|
10,782 |
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|
36,303 |
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|
29,597 |
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Other |
4,126 |
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|
3,017 |
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|
10,177 |
|
|
10,910 |
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Total revenue |
65,034 |
|
|
36,365 |
|
|
161,665 |
|
|
104,098 |
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Cost of revenue |
|
|
|
|
|
|
|
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Networked charging systems |
38,720 |
|
|
22,382 |
|
|
97,846 |
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|
61,406 |
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Subscriptions |
7,637 |
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|
5,322 |
|
|
21,107 |
|
|
14,547 |
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Other |
2,621 |
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|
1,408 |
|
|
6,662 |
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|
4,100 |
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Total cost of revenue |
48,978 |
|
|
29,112 |
|
|
125,615 |
|
|
80,053 |
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Gross profit |
16,056 |
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|
7,253 |
|
|
36,050 |
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|
24,045 |
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Operating expenses |
|
|
|
|
|
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Research and development |
36,751 |
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|
18,919 |
|
|
102,535 |
|
|
54,071 |
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Sales and marketing |
24,361 |
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|
12,134 |
|
|
62,258 |
|
|
37,301 |
|
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General and administrative |
20,268 |
|
|
8,790 |
|
|
57,467 |
|
|
18,345 |
|
|
Total operating expenses |
81,380 |
|
|
39,843 |
|
|
222,260 |
|
|
109,717 |
|
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Loss from operations |
(65,324) |
|
|
(32,590) |
|
|
(186,210) |
|
|
(85,672) |
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Interest income |
25 |
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|
18 |
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|
72 |
|
|
298 |
|
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Interest expense |
(3) |
|
|
(815) |
|
|
(1,502) |
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|
(2,443) |
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Change in fair value of redeemable convertible preferred stock
warrant liability |
— |
|
|
(7,320) |
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|
9,237 |
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|
(18,301) |
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Change in fair value of common stock warrant
liabilities |
(2,429) |
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— |
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|
30,911 |
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|
— |
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Change in fair value of contingent earnout liability |
— |
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— |
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84,420 |
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— |
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Transaction costs expensed |
— |
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|
— |
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|
(7,031) |
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— |
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Other (expense) income, net |
(2,025) |
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(85) |
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(2,200) |
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|
46 |
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Net loss before income taxes |
(69,756) |
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|
(40,792) |
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|
(72,303) |
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|
(106,072) |
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Provision for (benefit from) income taxes |
(314) |
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|
98 |
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|
(211) |
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|
203 |
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Net loss |
$ |
(69,442) |
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|
$ |
(40,890) |
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|
$ |
(72,092) |
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|
$ |
(106,275) |
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Accretion of beneficial conversion feature of redeemable
convertible preferred stock |
— |
|
|
(1,752) |
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|
— |
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|
(60,377) |
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Cumulative dividends on redeemable convertible preferred
stock |
— |
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(3,960) |
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|
(4,292) |
|
|
(3,960) |
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Deemed dividends attributable to vested option holders |
— |
|
|
— |
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(51,855) |
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— |
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Deemed dividends attributable to common stock warrant
holders |
— |
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|
— |
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(110,635) |
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— |
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Net loss attributable to common stockholders - Basic |
$ |
(69,442) |
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$ |
(46,602) |
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$ |
(238,874) |
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$ |
(170,612) |
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Gain attributable to earnout shares issued |
— |
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— |
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|
(84,420) |
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— |
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Change in fair value of dilutive warrants |
— |
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|
— |
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(51,106) |
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— |
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Net loss attributable to common stockholders - Diluted |
$ |
(69,442) |
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$ |
(46,602) |
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$ |
(374,400) |
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$ |
(170,612) |
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Weighted average shares outstanding - Basic |
325,034,920 |
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|
14,990,866 |
|
|
286,025,483 |
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|
13,550,552 |
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Weighted average shares outstanding - Diluted |
325,034,920 |
|
|
14,990,866 |
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|
292,575,318 |
|
|
13,550,552 |
|
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Net loss per share - Basic |
$ |
(0.21) |
|
|
$ |
(3.11) |
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|
$ |
(0.84) |
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|
$ |
(12.59) |
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Net loss per share - Diluted |
$ |
(0.21) |
|
|
$ |
(3.11) |
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|
$ |
(1.28) |
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|
$ |
(12.59) |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Loss)
(unaudited)
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Three Months Ended
October 31, |
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Nine Months Ended
October 31, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
(in thousands) |
|
(in thousands) |
|
Net loss |
$ |
(69,442) |
|
|
$ |
(40,890) |
|
|
$ |
(72,092) |
|
|
$ |
(106,275) |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
(526) |
|
|
(22) |
|
|
(531) |
|
|
14 |
|
|
Unrealized loss on short-term investments, net of tax |
— |
|
|
— |
|
|
— |
|
|
(23) |
|
|
Other comprehensive (loss) income |
(526) |
|
|
(22) |
|
|
(531) |
|
|
(9) |
|
|
Comprehensive loss |
$ |
(69,968) |
|
|
$ |
(40,912) |
|
|
$ |
(72,623) |
|
|
$ |
(106,284) |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Redeemable Convertible
Preferred Stock and Stockholders’ Equity (Deficit)
(unaudited)
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|
Redeemable Convertible Preferred Stock |
|
|
Common Stock |
|
Additional Paid-In Capital |
|
Accumulated Other Comprehensive Income (Loss) |
|
Accumulated Deficit |
|
Total Stockholders’ (Deficit) Equity |
|
|
Shares(1)
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Amount |
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Shares(1)
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except share data) |
|
Balances as of January 31, 2021 |
182,934,257 |
|
|
$ |
615,697 |
|
|
|
22,961,032 |
|
|
$ |
2 |
|
|
$ |
62,736 |
|
|
$ |
155 |
|
|
$ |
(679,414) |
|
|
$ |
(616,521) |
|
|
Conversion of redeemable convertible preferred stock into common
stock in connection with the reverse recapitalization, including
impact of Series H-1 paid in kind dividend
|
(182,934,257) |
|
|
(615,697) |
|
|
|
194,060,336 |
|
|
20 |
|
|
615,677 |
|
|
— |
|
|
— |
|
|
615,697 |
|
|
Reclassification of Legacy ChargePoint preferred stock warrant
liability upon the reverse recapitalization |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
66,606 |
|
|
— |
|
|
— |
|
|
66,606 |
|
|
Issuance of common stock upon the reverse recapitalization, net of
issuance costs |
— |
|
|
— |
|
|
|
60,746,989 |
|
|
6 |
|
|
200,460 |
|
|
— |
|
|
— |
|
|
200,466 |
|
|
Issuance of common stock upon exercise of warrants |
— |
|
|
— |
|
|
|
9,766,774 |
|
|
1 |
|
|
225,375 |
|
|
— |
|
|
— |
|
|
225,376 |
|
|
Contingent earnout liability recognized upon the closing of the
reverse recapitalization
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(828,180) |
|
|
— |
|
|
— |
|
|
(828,180) |
|
|
Issuance of earnout shares upon triggering events, net of tax
withholding
|
— |
|
|
— |
|
|
|
17,539,657 |
|
|
2 |
|
|
488,303 |
|
|
— |
|
|
— |
|
|
488,305 |
|
|
Reclassification of remaining contingent earnout liability upon
triggering event
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
242,640 |
|
|
— |
|
|
— |
|
|
242,640 |
|
|
Vesting of early exercised stock options |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
78 |
|
|
— |
|
|
— |
|
|
78 |
|
|
Repurchase of early exercised common stock |
— |
|
|
— |
|
|
|
(1,588) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
7,577 |
|
|
— |
|
|
— |
|
|
7,577 |
|
|
Net income |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
82,289 |
|
|
82,289 |
|
|
Other comprehensive income |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
7 |
|
|
— |
|
|
7 |
|
|
Balances as of April 30, 2021 |
— |
|
|
$ |
— |
|
|
|
305,073,200 |
|
|
$ |
31 |
|
|
$ |
1,081,272 |
|
|
$ |
162 |
|
|
$ |
(597,125) |
|
|
$ |
484,340 |
|
|
Issuance of common stock upon release of restricted stock
units |
— |
|
|
— |
|
|
|
652,901 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Issuance of common stock upon exercise of warrants |
— |
|
|
— |
|
|
|
4,378,568 |
|
|
— |
|
|
113,608 |
|
|
— |
|
|
— |
|
|
113,608 |
|
|
Issuance of common stock upon exercise of vested stock
options |
— |
|
|
— |
|
|
|
3,292,219 |
|
|
— |
|
|
1,761 |
|
|
— |
|
|
— |
|
|
1,761 |
|
|
Issuance of earnout shares upon triggering events, net of tax
withholding |
— |
|
|
— |
|
|
|
8,773,596 |
|
|
1 |
|
|
(8,081) |
|
|
— |
|
|
— |
|
|
(8,080) |
|
|
Vesting of early exercised stock options |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
40 |
|
|
— |
|
|
— |
|
|
40 |
|
|
Stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
28,293 |
|
|
— |
|
|
— |
|
|
28,293 |
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(84,938) |
|
|
(84,938) |
|
|
Other comprehensive loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(12) |
|
|
— |
|
|
(12) |
|
|
Balances as of July 31, 2021 |
— |
|
|
$ |
— |
|
|
|
322,170,484 |
|
|
$ |
32 |
|
|
$ |
1,216,893 |
|
|
$ |
150 |
|
|
$ |
(682,063) |
|
|
$ |
535,012 |
|
|
Issuance of common stock under stock plans, net of tax
withholding |
— |
|
|
— |
|
|
|
1,741,713 |
|
|
— |
|
|
976 |
|
|
— |
|
|
— |
|
|
976 |
|
|
Issuance of common stock upon exercise of warrants |
— |
|
|
— |
|
|
|
1,379,800 |
|
|
— |
|
|
1,264 |
|
|
— |
|
|
— |
|
|
1,264 |
|
|
Issuance of common stock pursuant to business
combinations |
— |
|
|
— |
|
|
|
5,695,176 |
|
|
1 |
|
|
102,057 |
|
|
— |
|
|
— |
|
|
102,058 |
|
|
Vesting of early exercised stock options |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
35 |
|
|
— |
|
|
— |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
16,022 |
|
|
— |
|
|
— |
|
|
16,022 |
|
|
Other comprehensive loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(526) |
|
|
— |
|
|
(526) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(69,442) |
|
|
(69,442) |
|
|
Balances as of October 31, 2021 |
— |
|
|
$ |
— |
|
|
|
330,987,173 |
|
|
$ |
33 |
|
|
$ |
1,337,247 |
|
|
$ |
(376) |
|
|
$ |
(751,505) |
|
|
$ |
585,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
160,583,203 |
|
|
$ |
520,241 |
|
|
|
11,918,418 |
|
|
$ |
1 |
|
|
$ |
20,331 |
|
|
$ |
37 |
|
|
(482,390) |
|
|
$ |
(462,021) |
|
|
Issuance of common stock upon exercise of vested stock
options |
— |
|
|
— |
|
|
|
1,071,203 |
|
|
— |
|
|
436 |
|
|
— |
|
|
— |
|
|
436 |
|
|
Vesting of early exercised stock options |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
|
Stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
910 |
|
|
— |
|
|
— |
|
|
910 |
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,098) |
|
|
(30,098) |
|
|
Other comprehensive loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(56) |
|
|
— |
|
|
(56) |
|
|
Balances as of April 30, 2020 |
160,583,203 |
|
|
$ |
520,241 |
|
|
|
12,989,621 |
|
|
$ |
1 |
|
|
$ |
21,687 |
|
|
$ |
(19) |
|
|
$ |
(512,488) |
|
|
$ |
(490,819) |
|
|
Issuance of redeemable convertible preferred stock and common
warrants, net of issuance costs |
21,783,334 |
|
|
92,433 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Issuance of common stock warrants in connection with Series H-1
redeemable convertible preferred stock |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
31,390 |
|
|
— |
|
|
— |
|
|
31,390 |
|
|
Beneficial conversion feature in connection with Series H-1
redeemable preferred stock |
— |
|
|
(58,625) |
|
|
|
— |
|
|
— |
|
|
58,625 |
|
|
— |
|
|
— |
|
|
58,625 |
|
|
Accretion of beneficial conversion feature in connection with
Series H-1 redeemable preferred stock |
— |
|
|
58,625 |
|
|
|
— |
|
|
— |
|
|
(58,625) |
|
|
— |
|
|
— |
|
|
(58,625) |
|
|
Issuance of common stock upon exercise of vested stock
options |
— |
|
|
— |
|
|
|
1,523,641 |
|
|
— |
|
|
1,095 |
|
|
— |
|
|
— |
|
|
1,095 |
|
|
Issuance of common stock related to early exercise of stock
options |
— |
|
|
— |
|
|
|
66,440 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Vesting of early exercised stock options |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
— |
|
|
1 |
|
|
Stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,190 |
|
|
— |
|
|
— |
|
|
1,190 |
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(35,287) |
|
|
(35,287) |
|
|
Other comprehensive income |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
69 |
|
|
— |
|
|
69 |
|
|
Balances as of July 31, 2020 |
182,366,537 |
|
|
$ |
612,674 |
|
|
|
14,579,702 |
|
|
$ |
1 |
|
|
$ |
55,363 |
|
|
$ |
50 |
|
|
$ |
(547,775) |
|
|
$ |
(492,361) |
|
|
Redeemable convertible preferred stock and common
warrants |
567,720 |
|
|
3,081 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Fair Value of warrants issued in connection with series H-1
convertible preferred Stock |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
155 |
|
|
— |
|
|
— |
|
|
155 |
|
|
Beneficial conversion feature Series H-1 preferred
warrants |
— |
|
|
(1,752) |
|
|
|
— |
|
|
— |
|
|
1,752 |
|
|
— |
|
|
— |
|
|
1,752 |
|
|
Accretion of beneficial conversion feature Series H-1
warrant |
— |
|
|
1,752 |
|
|
|
— |
|
|
— |
|
|
(1,752) |
|
|
— |
|
|
— |
|
|
(1,752) |
|
|
Issuance of common stock upon exercise of vested stock
options |
— |
|
|
— |
|
|
|
1,240,498 |
|
|
1 |
|
|
889 |
|
|
— |
|
|
— |
|
|
890 |
|
|
Issuance of common stock related to early exercise of stock
options |
— |
|
|
— |
|
|
|
34,100 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Vesting of early exercised stock options |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
— |
|
|
4 |
|
|
Stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,207 |
|
|
— |
|
|
— |
|
|
1,207 |
|
|
Foreign currency translation adjustment |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(22) |
|
|
— |
|
|
(22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(40,890) |
|
|
(40,890) |
|
|
Balances as of October 31, 2020 |
182,934,257 |
|
|
$ |
615,755 |
|
|
|
15,854,300 |
|
|
$ |
2 |
|
|
$ |
57,618 |
|
|
$ |
28 |
|
|
$ |
(588,665) |
|
|
$ |
(531,017) |
|
(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.
The accompanying notes are an integral part of these condensed
consolidated financial statements.
ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
October 31, |
|
2021 |
|
2020 |
|
(in thousands) |
|
Cash flows from operating activities |
|
|
|
|
Net loss |
$ |
(72,092) |
|
|
$ |
(106,275) |
|
|
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
|
Depreciation and amortization |
10,158 |
|
|
7,463 |
|
|
Non-cash operating lease cost |
3,066 |
|
|
2,865 |
|
|
|
|
|
|
Stock-based compensation |
51,893 |
|
|
3,308 |
|
|
Amortization of deferred contract acquisition costs |
1,291 |
|
|
858 |
|
|
Deferred tax benefit |
(370) |
|
|
— |
|
|
Change in fair value of redeemable convertible preferred stock
warrant liability |
(9,237) |
|
|
18,301 |
|
|
Change in fair value of common stock warrant
liabilities |
(30,911) |
|
|
— |
|
|
Change in fair value of contingent earnout liability |
(84,420) |
|
|
— |
|
|
Transaction costs expensed |
7,031 |
|
|
— |
|
|
Other |
2,203 |
|
|
1,043 |
|
|
Changes in operating assets and liabilities, net of effect of
acquisitions: |
|
|
|
|
Accounts receivable, net |
(26,579) |
|
|
10,053 |
|
|
Inventories |
3,498 |
|
|
(5,975) |
|
|
Prepaid expenses and other assets |
(18,879) |
|
|
(8,388) |
|
|
Operating lease liabilities |
(2,193) |
|
|
(2,431) |
|
|
Accounts payable |
10,633 |
|
|
(2,397) |
|
|
Accrued and other liabilities |
16,110 |
|
|
1,569 |
|
|
Deferred revenue |
29,715 |
|
|
9,085 |
|
|
Net cash used in operating activities |
(109,083) |
|
|
(70,921) |
|
|
Cash flows from investing activities |
|
|
|
|
Purchases of property and equipment |
(12,064) |
|
|
(8,913) |
|
|
Maturities of investments |
— |
|
|
47,014 |
|
|
Cash paid for acquisitions, net of cash acquired |
(205,329) |
|
|
— |
|
|
Net cash (used in) provided by investing activities |
(217,393) |
|
|
38,101 |
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issuance of redeemable convertible preferred
stock |
— |
|
|
95,514 |
|
|
Proceeds from issuance of common stock warrants |
— |
|
|
31,545 |
|
|
Proceeds from the exercise of warrants |
118,845 |
|
|
— |
|
|
Merger and PIPE financing |
511,646 |
|
|
— |
|
|
Payment of deferred transaction costs |
— |
|
|
(513) |
|
|
Payments of transaction costs related to Merger |
(32,468) |
|
|
— |
|
|
Payment of tax withholding obligations on settlement of earnout
shares |
(20,895) |
|
|
— |
|
|
Repayment of borrowings |
(36,051) |
|
|
— |
|
|
Proceeds from exercises of vested and unvested stock
options |
4,214 |
|
|
2,201 |
|
|
Change in driver funds and amounts due to customers |
1,933 |
|
|
— |
|
|
Net cash provided by financing activities |
547,224 |
|
|
128,747 |
|
|
Effect of exchange rate changes on cash, cash equivalents, and
restricted cash |
(748) |
|
|
13 |
|
|
Net increase in cash, cash equivalents, and restricted
cash |
220,000 |
|
|
95,940 |
|
|
Cash, cash equivalents, and restricted cash at beginning of
period |
145,891 |
|
|
73,153 |
|
|
Cash, cash equivalents, and restricted cash at end of
period |
$ |
365,891 |
|
|
$ |
169,093 |
|
ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Cash Flows -
(continued)
Nine Months Ended October 31, 2021 and 2020
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
October 31, |
|
2021 |
|
2020 |
|
(in thousands) |
|
Supplementary cash flow information |
|
|
|
|
Cash paid for interest |
$ |
346 |
|
|
$ |
2,120 |
|
|
Cash paid for taxes |
$ |
119 |
|
|
$ |
145 |
|
|
Supplementary cash flow information on noncash investing and
financing activities |
|
|
|
|
Accretion of beneficial conversion feature of redeemable
convertible preferred stock |
$ |
— |
|
|
$ |
60,377 |
|
|
Right-of-use assets obtained in exchange for lease
liabilities |
$ |
4,737 |
|
|
$ |
14,212 |
|
|
Deferred transaction costs not yet paid |
$ |
— |
|
|
$ |
3,385 |
|
|
Acquisitions of property and equipment included in accounts payable
and accrued and other current liabilities |
$ |
1,939 |
|
|
$ |
914 |
|
|
Vesting of early exercised stock options |
$ |
— |
|
|
$ |
15 |
|
|
Conversion of redeemable convertible preferred stock into common
stock in connection with the reverse recapitalization |
$ |
615,697 |
|
|
$ |
— |
|
|
Reclassification of Legacy ChargePoint redeemable convertible
preferred stock warrant liability upon the reverse
capitalization |
$ |
66,606 |
|
|
$ |
— |
|
|
Contingent earnout liability recognized upon the closing of the
reverse recapitalization
|
$ |
828,180 |
|
|
$ |
— |
|
|
Reclassification of remaining contingent earnout liability upon
triggering event
|
$ |
242,640 |
|
|
$ |
— |
|
|
Issuance of common stock in connection with
acquisitions |
$ |
102,057 |
|
|
$ |
— |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.Description
of Business and Basis of Presentation
ChargePoint Holdings, Inc. (“ChargePoint” or the “Company,” “it,”
“its”) designs, develops and markets networked electric vehicle
(“EV”) charging system infrastructure (“Networked Charging
Systems”) and cloud-based services which enable consumers the
ability to locate, reserve and authenticate Networked Charging
Systems, and to transact EV charging sessions on those systems
(“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked
Charging Systems, subscriptions and other offerings, it provides an
open platform that integrates with system hardware from ChargePoint
and other manufacturers, connecting systems over an intelligent
network that provides real-time information about charging
sessions and full control, support and management of the Networked
Charging Systems. This network also provides multiple
web-based portals for charging system owners, fleet managers,
drivers and utilities.
In addition, the Company offers a range of extended parts and labor
warranty (“Assure”) that includes proactive monitoring, fast
response times, expert advice and robust reporting. The Company’s
ChargePoint as a Service (“CPaaS”) program bundles use of
ChargePoint owned and operated systems with Cloud Services, Assure
and other benefits into one subscription.
The Company’s fiscal year ends on January 31. References to
fiscal year 2021 relate to the fiscal year ended January 31,
2021 and to fiscal year 2022 refer to the fiscal year ending
January 31, 2022.
Basis of Presentation
The condensed consolidated financial statements and accompanying
notes are unaudited and have been prepared in accordance with
accounting principles generally accepted in the United States of
America (“U.S. GAAP”) and regulations of the U.S. Securities and
Exchange Commission (“SEC”) for interim financial reporting. The
Company’s condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All
intercompany transactions and balances have been eliminated upon
consolidation. Certain information and footnote disclosures
normally included in consolidated financial statements prepared in
accordance with U.S. GAAP have been condensed or omitted pursuant
to such rules and regulations. Accordingly, these condensed
consolidated financial statements should be read in conjunction
with the audited consolidated financial statements for the year
ended January 31, 2021, and the related notes included in the
Company’s registration statement on Form S-1 filed with the SEC on
October 14, 2021, which provides a more complete discussion of the
Company’s accounting policies and certain other information. The
information as of January 31, 2021, included on the condensed
consolidated balance sheets was derived from the Company’s audited
consolidated financial statements. The condensed consolidated
financial statements were prepared on the same basis as the audited
consolidated financial statements and, in the opinion of
management, reflect all adjustments, which include only normal
recurring adjustments necessary for a fair statement of the
Company’s financial position as of October 31, 2021, and the
results of operations for the three and nine months ended October
31, 2021 and 2020, and cash flows for the nine months ended
October 31, 2021 and 2020. The results of operations for the
three and nine months ended October 31, 2021, are not
necessarily indicative of the results that may be expected for the
year ending January 31, 2022.
The Company’s condensed consolidated financial statements have been
prepared on the basis of continuity of operations, the realization
of assets, and the satisfaction of liabilities in the ordinary
course of business. Since inception, the Company has been engaged
in developing its product offerings, raising capital and recruiting
personnel. The Company’s operating plan may change as a result of
many factors currently unknown and there can be no assurance that
the current operating plan will be achieved at the levels or in the
time frame anticipated by the Company, and it may need to seek
additional funds sooner than planned. If adequate funds are not
available to the Company on a timely basis, it may be required to
delay, limit, reduce, or terminate certain commercial efforts, or
to pursue merger or acquisition strategies, all of which could
adversely affect the holdings or the rights of the Company’s
stockholders. The Company has incurred net operating losses and
negative cash flows from operations in every year since inception
and expects this to continue for the foreseeable future. As of
October 31, 2021, the Company had an accumulated deficit of
$751.5 million.
The Company has funded its operations primarily with proceeds from
the issuance of redeemable convertible preferred stock, exercise
proceeds from options and warrants, borrowings under loan
facilities, customer payments and proceeds from the Reverse
Recapitalization (as defined below). The Company had cash, cash
equivalents and restricted cash of $365.9 million as of
October 31, 2021. As of December 15, 2021, the date on which
these condensed consolidated financial statements were
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
available to be issued, the Company believes that its cash on hand,
together with cash generated from sales to customers, will satisfy
its working capital and capital requirements for at least the next
twelve months.
The Company’s assessment of the period of time through which its
financial resources will be adequate to support its operations is a
forward-looking statement and involves risks and
uncertainties. The Company’s actual results could vary as a result
of, and its near- and long-term future capital requirements
will depend on, many factors, including its growth rate,
subscription renewal activity, the timing and extent of spending to
support its acquisitions, infrastructure and research and
development efforts, the expansion of sales and marketing
activities, the timing of new introductions of products or
features, the continuing market adoption of its Networked Charging
Systems and Cloud Services platform, and the overall market
acceptance of EVs. The Company has and may in the future enter into
arrangements to acquire or invest in complementary businesses,
services, and technologies, including intellectual property rights.
The Company has based its estimates on assumptions that may prove
to be wrong, and it could use its available capital resources
sooner than it currently expects. The Company may be required to
seek additional equity or debt financing. Future liquidity and cash
requirements will depend on numerous factors, including market
penetration, the introduction of new products, and potential
acquisitions of related businesses or technology. If additional
financing is required from outside sources, the Company may not be
able to raise it on acceptable terms or at all. If the Company is
unable to raise additional capital when desired, or if it cannot
expand its operations or otherwise capitalize on its business
opportunities because it lacks sufficient capital, its business,
operating results and financial condition would be adversely
affected.
On February 26, 2021 (“Closing Date”), Switchback Energy
Acquisition Corporation (“Switchback”) consummated the previously
announced transactions pursuant to which Lightning Merger Sub Inc.,
a wholly-owned subsidiary of Switchback incorporated in the State
of Delaware (“Lightning Merger Sub”), merged with ChargePoint,
Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy
ChargePoint survived as a wholly-owned subsidiary of Switchback
(“such transaction, the “Merger,” and, collectively with the other
transactions described in the Merger Agreement (as defined below),
the “Reverse Recapitalization”). Further as a result of the Merger,
Switchback was renamed “ChargePoint Holdings, Inc.”
Please refer to Note 3 “Reverse Recapitalization and Business
Combinations” for further details of the Merger.
2.Summary
of Significant Accounting Policies
Other than policies noted below, there have been no significant
changes to the significant accounting policies disclosed in Note 2
of the audited consolidated financial statements as of
January 31, 2021 and 2020 and for the years ended
January 31, 2021, 2020, and 2019.
Common Stock Warrant Liabilities
The Company assumed 10,470,562 publicly-traded warrants (“Public
Warrants”) and 6,521,568 private placement warrants issued to NGP
Switchback, LLC, the sponsor of Switchback (“Private Placement
Warrants” and, together with the Public Warrants, the “Common Stock
Warrants”) upon the Merger, all of which were issued in connection
with Switchback’s initial public offering and subsequent
overallotment (other than 1,000,000 Private Placement Warrants
which were issued in connection with the closing of the Merger) and
entitle the holder to purchase one share of the Company’s Common
Stock, par value $0.0001 (“Common Stock”), at an exercise price of
$11.50 per share. During the nine months ended October 31, 2021,
10,226,081 Public Warrants and 4,349,342 Private Placement Warrants
were exercised and the remaining 244,481 Public Warrants
outstanding as of
July 6, 2021,
were redeemed for cash. The Public Warrants, prior to their
redemption, were publicly traded and were exercisable for cash
unless certain conditions occurred,
such as the redemption by the Company under certain conditions, at
which time the warrants could be cashlessly exercised, or the
Company’s failure to have an effective registration statement
related to the shares issuable upon exercise. The Private Placement
Warrants are not redeemable for cash so long as they are held by
the initial purchasers or their permitted transferees but may be
redeemable for Common Stock if certain other conditions are met. If
the Private Placement Warrants are held by someone other than the
initial purchasers or their permitted transferees, the Private
Placement Warrants are redeemable by the Company and exercisable by
such holders on the same basis as the Public
Warrants.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company evaluated the Common Stock Warrants and concluded that
they do not meet the criteria to be classified within stockholders’
equity. The agreement governing the Common Stock Warrants includes
a provision (“Replacement of Securities Upon Reorganization”), the
application of which could result in a different settlement value
for the Common Stock Warrants depending on their holder. Because
the holder of an instrument is not an input into the pricing of a
fixed-for-fixed option on the Company’s ordinary shares, the
Private Placement Warrants are not considered to be “indexed to the
Company’s own stock.” In addition, the provision provides that in
the event of a tender or exchange offer accepted by holders of more
than 50% of the outstanding shares of the Company’s ordinary
shares, all holders of the Common Stock Warrants (both the Public
Warrants and the Private Placement Warrants) would be entitled to
receive cash for all of their Common Stock Warrants. Specifically,
in the event of a qualifying cash tender offer (which could be
outside of the Company’s control), all Common Stock Warrant holders
would be entitled to cash, while only certain of the holders of the
Company’s ordinary shares may be entitled to cash. These provisions
preclude the Company from classifying the Common Stock Warrants in
stockholders’ equity. As the Common Stock Warrants meet the
definition of a derivative, the Company recorded these warrants as
liabilities on the consolidated balance sheet at fair value, with
subsequent changes in their respective fair values recognized in
the condensed consolidated statements of operations and
comprehensive loss at each reporting date.
Contingent Earnout Liability
In connection with the Reverse Recapitalization and pursuant to the
Merger Agreement and Plan of Merger dated as of September 23, 2020,
by and among the Company, Lightning Merger Sub Inc., and Switchback
(“Merger Agreement”), eligible ChargePoint equity holders were
entitled to receive as additional merger consideration shares of
the Company’s Common Stock upon the Company achieving certain
Earnout Triggering Events (as described in the Merger Agreement and
Note 9). In accordance with ASC 815-40, the earnout shares were not
indexed to the Common Stock and therefore were accounted for as a
liability at the Reverse Recapitalization date and subsequently
remeasured at each reporting date with changes in fair value
recorded as a component of other income (expense), net in the
condensed consolidated statements of operations.
The estimated fair value of the contingent consideration was
determined using a Monte Carlo simulation using a distribution of
potential outcomes on a monthly basis over the Earnout Period (as
defined in Note 9) prioritizing the most reliable information
available. The assumptions utilized in the calculation were based
on the achievement of certain stock price milestones, including the
current Company Common Stock price, expected volatility, risk-free
rate, expected term and dividend rate.
Until its settlement, the contingent earnout liability was
categorized as a Level 3 fair value measurement (see Fair Value of
Financial Instruments accounting policy as described above) because
the Company estimated projections during the Earnout Period
utilizing unobservable inputs. Contingent earnout payments involve
certain assumptions requiring significant judgment and actual
results can differ from assumed and estimated amounts.
Use of Estimates
The preparation of the accompanying condensed consolidated
financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions about future events.
These estimates and the underlying assumptions affect the amounts
of assets and liabilities reported, disclosures about contingent
assets and liabilities, and reported amounts of revenue and
expenses. Actual results and outcomes could differ significantly
from the Company’s estimates, judgments and assumptions.
Significant estimates include determining standalone selling price
for performance obligations in contracts with customers, the
estimated expected benefit period for deferred contract acquisition
costs, allowances for doubtful accounts, inventory reserves, the
useful lives of long-lived assets, the determination of the
incremental borrowing rate used for operating lease liabilities,
the valuation of redeemable convertible preferred stock warrants
and Common Stock warrants, including Common Stock Warrants as a
result of the Merger, contingent earnout liability, valuation of
acquired goodwill and intangible assets, the value of Common Stock
and other assumptions used to measure
stock-based compensation, and the valuation of deferred income
tax assets and uncertain tax positions. These estimates and
assumptions are based on management’s best estimates and judgment.
Management evaluates its estimates and assumptions on an ongoing
basis using historical experience and other factors, including the
current economic environment, which management believes to be
reasonable under the circumstances. The Company adjusts such
estimates and assumptions when facts and circumstances dictate.
Changes in those estimates resulting from continuing changes in the
economic environment will be reflected in the financial statements
in future periods. As future events and their effects cannot be
determined with precision, actual results could materially differ
from those estimates and assumptions.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Concentration of Credit Risk and Other Risks and
Uncertainties
Financial instruments that potentially subject the Company to
credit risk consist primarily of cash and cash equivalents and
accounts receivable. Cash and cash equivalents are held in domestic
and foreign cash accounts with large, creditworthy financial
institutions. The Company has not experienced any losses on its
deposits of cash and cash equivalents through deposits with
federally insured commercial banks. At times cash deposit balances
may be in excess of federal insurance limits.
Accounts receivable are stated at the amount the Company expects to
collect. The Company generally does not require collateral or other
security in support of accounts receivable. To reduce credit risk,
management performs ongoing credit evaluations of its customers’
financial condition.
Concentration of credit risk with respect to trade accounts
receivable is considered to be limited due to the diversity of the
Company’s customer base and geographic sales areas. As of
October 31, 2021, and January 31, 2021, one customer
individually accounted for 12% and 16% of accounts receivable, net,
respectively. For the nine months ended October 31, 2021 and
2020, there were no customers that represented 10% or more of total
revenue.
The Company’s revenue is concentrated in the infrastructure needed
for charging EVs, an industry which is highly competitive and
rapidly changing. Significant technological changes within the
industry or customer requirements, or the emergence of competitive
products with new capabilities or technologies, could adversely
affect the Company’s business, operating results and financial
condition.
Impact of COVID-19
In March 2020, the World Health Organization characterized COVID-19
as a pandemic. The impact of COVID-19, including changes in
consumer and business behavior, pandemic fears and market
downturns, and restrictions on business and individual activities,
has created significant volatility in the global economy and led to
reduced economic activity. The spread of COVID-19 has disrupted
ChargePoint’s supply chain and heightened its freight and logistic
costs, and has similarly disrupted manufacturing, delivery and
overall supply chain of vehicle manufacturers and suppliers, which
has led to fluctuations in EV sales around the world.
As a result of the COVID-19 pandemic, ChargePoint has modified its
business practices (including reducing employee travel,
recommending that all non-essential personnel work from home and
cancelling or reducing physical participation in sales activities,
meetings, events and conferences), implemented additional safety
protocols for essential workers, and implemented temporary cost
cutting measures in order to reduce its operating costs. The
Company may take further actions as may be required by government
authorities or that it determines are in the best interests of its
employees, customers, suppliers, vendors and business
partners.
While the ultimate duration and extent of the COVID-19 pandemic
depends on current and future developments that cannot be
accurately predicted, such as the extent and effectiveness of
containment actions and vaccinations, it has already had an adverse
effect on the global economy, and the ultimate full societal and
economic impact of the COVID-19 pandemic remains unknown. The
effect of the COVID-19 pandemic can also vary over time and across
the geographies in which ChargePoint operates. For example,
variations in work-from-home policies can cause fluctuations in
ChargePoint’s revenues, and the Company believes that since people
are not yet fully returning to work office locations, it has not
yet seen the full return of commercial customer demand for its
products. The conditions caused by the COVID-19 pandemic, such as
more permanent work-from-home policies, are likely to continue
affecting the rate of global infrastructure spending, and thus to
continue to adversely impact ChargePoint’s commercial business and
its overall gross margins as the Company’s commercial business
presently contributes higher margins than its residential and fleet
businesses. Further, the COVID-19 pandemic could continue to
heighten supply chain pricing and logistics expenses, further
adversely impacting ChargePoint’s gross margins, and could
adversely affect demand for ChargePoint’s platforms, lengthen its
product development and sales cycles, reduce the value, renewal
rate or duration of subscriptions, negatively impact collections of
accounts receivable, reduce expected spending from new customers,
cause some of its paying customers to go out of business and limit
the ability of its direct sales force to travel to customers and
potential customers, all of which could adversely affect the
Company’s business, results of operations and financial
condition.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Segment Reporting
The Company operates as one operating segment because its Chief
Executive Officer, as the Company’s chief operating decision maker,
reviews its financial information on a consolidated basis for
purposes of making decisions regarding allocating resources and
assessing performance.
Fair Value of Financial Instruments
Fair value is defined as an exchange price that would be received
to sell an asset or paid to transfer a liability in the principal
or most advantageous market for the asset or liability in an
orderly transaction between market participants. Assets and
liabilities measured at fair value are classified into the
following categories based on the inputs used to measure fair
value:
•(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.
The Company classifies financial instruments in Level 3 of the fair
value hierarchy when there is reliance on at least one significant
unobservable input to the valuation model. In addition to these
unobservable inputs, the valuation models for Level 3 financial
instruments typically also rely on a number of inputs that are
readily observable, either directly or indirectly. The Company’s
assessment of a particular input to the fair value measurement
requires management to make judgments and consider factors specific
to the asset or liability. The fair value hierarchy requires the
use of observable market data when available in determining fair
value. The Company recognizes transfers between levels within the
fair value hierarchy, if any, at the end of each period. There were
no transfers between levels during the periods presented. The
Company had no material non-financial assets valued on a
non-recurring basis that resulted in an impairment in any
period presented.
The carrying values of the Company’s cash equivalents, accounts
receivable, net, accounts payable, and accrued and other current
liabilities approximate fair value based on the highly liquid,
short-term nature of these instruments.
Remaining Performance Obligations
Remaining performance obligations represents the amount of
contracted future revenue not yet recognized as the amounts relate
to undelivered performance obligations, including both deferred
revenue and non-cancellable contracted amounts that will be
invoiced and recognized as revenue in future periods. The Company’s
Assure, Cloud and CPaaS subscription terms typically range from one
to five years and are paid up-front. Revenue expected to be
recognized from remaining performance obligations was $132.8
million as of October 31, 2021, of which 47% is expected to be
recognized over the next twelve months.
Deferred Revenue
Deferred revenue represents billings or payments received in
advance of revenue recognition and is recognized in revenue upon
transfer of control. Balances consist primarily of Cloud and Assure
services not yet rendered as of the balance sheet date. Contract
assets, which represent services provided or products transferred
to customers in advance of the date the Company has a right to
invoice, are netted against deferred revenue on a
customer-by-customer basis. Current deferred revenue
represents deferred revenue that will be recognized within twelve
months, and
non-current is deferred revenue that will be recognized beyond that
twelve-month period. Total deferred revenue was $121.2 million and
$89.8 million as of October 31, 2021 and January 31,
2021, respectively. The Company recognized $9.2 million and $7.5
million of revenue during the three months ended October 31, 2021
and October 31, 2020, and $31.8 million and $24.9 million of
revenue during the nine months ended October 31, 2021 and
October 31, 2020, respectively, that was included in the
deferred revenue balance at the beginning of the
period.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Business Combinations
The Company accounts for its acquisitions under ASC 805,
Business Combinations.
The Company allocates the fair value of purchase consideration to
the tangible assets acquired, liabilities assumed and intangible
assets acquired, based on their estimated fair values. The excess
of the fair value of purchase consideration over the values of
these identifiable assets and liabilities is recorded as goodwill.
When determining the fair value of assets acquired and liabilities
assumed, management makes significant estimates and assumptions,
especially with respect to intangible assets. Significant estimates
in valuing certain identifiable assets include, but are not limited
to, expected long-term market growth, future expected cost of
revenue and operating expenses, and appropriate discount rates.
Management’s estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and
unpredictable and, as a result, actual results may differ from
estimates. Acquisition costs, such as legal and consulting fees,
are expensed as incurred. During the measurement period, the
Company may record adjustments to the assets acquired and
liabilities assumed, with the corresponding offset to goodwill.
Upon the conclusion of the measurement period, any subsequent
adjustments are recorded in the consolidated statement of
operations. The acquired intangible assets and goodwill are subject
to impairment review at least annually on December 31. See Note 3
for additional information regarding the Company’s
acquisitions.
Income Taxes
The Company follows the asset and liability method of accounting
for income taxes under ASC 740,
Income Taxes
(“ASC 740”). Deferred tax assets are recognized for deductible
temporary differences and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the
differences between the financial reporting and tax bases of assets
and liabilities. Deferred tax assets and liabilities are measured
by applying enacted statutory tax rates applicable to the future
years in which deferred tax assets or liabilities are expected to
be settled or realized. Valuation allowances, if management deems
them necessary, are established to reduce deferred tax assets to
the amount that more likely than not will be realized and primarily
relate to the ability to utilize losses in various tax
jurisdictions.
ASC 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be “more
likely than not” to be sustained upon examination by taxing
authorities. For tax positions not meeting the “more likely than
not” test, no tax benefit is recorded. The Company has no material
uncertain tax position liabilities for any of the reporting periods
presented.
Accounting Pronouncements
The Company can adopt new or revised accounting guidance as an
“emerging growth company” under the Jumpstart Our Business Startups
Act of 2012 (“JOBS Act”) either (1) within the same periods as
those otherwise applicable to public business entities, or
(2) within the same time periods as non-public business
entities, including early adoption when permissible. With the
exception of standards the Company elected to early adopt when
permissible, the Company has elected to adopt new or revised
accounting guidance within the same time period as
non-public business entities, as indicated below. Based on the
Company’s public float as of July 31, 2021, it will become a large
accelerated filer, and lose emerging growth company status, as of
January 31, 2022. As of January 31, 2022, the Company will be
required to adopt new or revised accounting standards when they are
applicable to public companies that are not emerging growth
companies.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments — Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments,
and has since released various amendments including ASU
No. 2019-04. The guidance modifies the measurement of expected
credit losses on certain financial instruments. The Company will
become a large accelerated filer effective January 31, 2022, at
which point the Company will follow the timeline for adoption of
new accounting pronouncements for public companies. As a result,
the Company will adopt ASU 2016-13 for the January 31, 2022 annual
period, with a modified retrospective application to all
outstanding instruments and a cumulative effect adjustment recorded
to opening retained earnings as of February 1, 2021, and is
currently assessing the impact the guidance will have on its
condensed consolidated financial statements.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
In December 2019, the FASB issued ASU 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes,
which enhances and simplifies various aspects of the income tax
accounting guidance, including requirements such as the elimination
of exceptions related to the approach for intra-period tax
allocation, the methodology for calculating income taxes in an
interim period, the recognition of deferred tax liabilities for
outside basis differences, ownership changes in investments, and
tax basis step-up in goodwill obtained in a transaction that
is not a business combination. The guidance will be effective for
annual reporting periods beginning after December 15, 2020,
including interim periods therein. As a result, the Company will
adopt ASU 2019-12 for the January 31, 2022 annual period and is
currently assessing the impact the guidance will have on its
condensed consolidated financial statements but does not expect a
material impact.
In August 2020, the FASB issued ASU 2020-06,
Debt — Debt with Conversion and Other Options (Subtopic 470-20) and
Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic
815-40),
which modifies and simplifies accounting for convertible
instruments. The new guidance eliminates certain separation models
that require separating embedded conversion features from
convertible instruments. The guidance also addresses how
convertible instruments are accounted for in the diluted earnings
per share calculation. The guidance will be effective for annual
reporting periods beginning after December 15, 2020. As a result,
the Company will adopt ASU 2020-06 for the January 31, 2022 annual
period and is currently assessing the impact the guidance will have
on its condensed consolidated financial statements.
Recently Issued Accounting Standards Adopted
In October 2021, the FASB issued ASU No. 2021-08,
“Business
Combinations (Topic 805): Accounting for Contract Assets and
Contract Liabilities from Contracts with
Customers”
(“ASU 2021-08”), which requires entities to recognize and measure
contract assets and contract liabilities acquired in a business
combination in accordance with ASC 606,
Revenue from Contracts with Customers.
The guidance will be effective for annual reporting periods
beginning after December 15, 2022, including interim periods
therein. Early adoption is permitted, including in an interim
period for which the financial statements have not been issued. If
early adopting in an interim period, the Company is required to
apply the amendments to all prior business combinations that have
occurred since the beginning of the fiscal year that includes the
interim period of application. As a result, the Company adopted ASU
2021-08 effective as of October 31, 2021, retroactively applying
the new guidance for all business combinations that occurred since
February 1, 2021. The adoption of ASU 2021-08 did not have a
material impact on the Company’s condensed consolidated financial
statements.
3.Reverse
Recapitalization and Business Combinations
Reverse Recapitalization
On February 26, 2021, Lightning Merger Sub, a wholly-owned
subsidiary of Switchback, merged with Legacy ChargePoint, with
Legacy ChargePoint surviving as a wholly-owned subsidiary of
Switchback. As a result of the Merger, Switchback was renamed
“ChargePoint Holdings, Inc.” Immediately prior to the closing of
the Merger:
•all
22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1
redeemable convertible preferred stock were converted into an
equivalent number of shares of Legacy ChargePoint common stock on a
one-to-one basis and an additional 1,026,084 shares of Common Stock
were issued to settle the accumulated dividend to the Series H-1
redeemable convertible preferred stockholders of
$21.1 million;
•all
160,925,957 shares of Legacy ChargePoint’s outstanding Series H,
Series G, Series F, Series E, and Series D redeemable convertible
preferred stock were converted into an equivalent number of shares
of Legacy ChargePoint common stock on a one-to-one
basis;
•all
45,376 shares of Legacy ChargePoint’s outstanding Series C
redeemable convertible preferred stock were converted into an
equivalent number of shares of Legacy ChargePoint common stock on a
1:73.4403 basis;
•all
130,590 shares of Legacy ChargePoint’s outstanding Series B
redeemable convertible preferred stock were converted into an
equivalent number of shares of Legacy ChargePoint common stock on a
1:42.9220 basis; and
•all
29,126 shares of Legacy ChargePoint’s outstanding Series A
redeemable convertible preferred stock were converted into an
equivalent number of shares of Legacy ChargePoint common stock on a
1:48.2529 basis.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
At the Merger, eligible ChargePoint equity holders received or had
the right to receive shares of Common Stock at a deemed value of
$10.00 per share after giving effect to the exchange ratio of
0.9966 as defined in the Merger Agreement (“Exchange Ratio”).
Accordingly, immediately following the consummation of the Merger,
Legacy ChargePoint common stock exchanged into 217,021,368 shares
of Common Stock, 68,896,516 shares were reserved for the issuance
of Common Stock upon the potential future exercise of Legacy
ChargePoint stock options and warrants that were exchanged into
ChargePoint stock options and warrants, and 27,000,000 shares of
Common Stock were reserved for the potential future issuance of the
earnout shares.
In connection with the execution of the Merger Agreement,
Switchback entered into separate subscription agreements (each a
“Subscription Agreement”) with a number of investors (each a “New
PIPE Investor”), pursuant to which the New PIPE Investors agreed to
purchase, and Switchback agreed to sell to the New PIPE Investors,
an aggregate of 22,500,000 shares of Common Stock (“PIPE
Shares”), for a purchase price of $10.00 per share and an
aggregate purchase price of $225.0 million, in a private placement
pursuant to the subscription agreements (“PIPE Financing”). The
PIPE Financing closed simultaneously with the consummation of the
Merger.
Pursuant to the terms of a letter agreement the initial Switchback
stockholders entered into in connection with the execution of the
Merger Agreement (“Founders Stock Letter”), the initial
stockholders surrendered 984,706 of Switchback Class B common stock
shares purchased by NGP Switchback, LLC, a Delaware limited
liability company (“Sponsor”) prior to the Switchback Public
Offering on May 16, 2019 ( “Founder Shares”) for no consideration,
whereupon such Founder Shares were immediately cancelled.
Additionally, 900,000 Founder Shares, which were previously
subjected to potential forfeiture until the closing volume weighted
average price per share of the Company’s Common Stock achieved
$12.00 for any ten trading days within any twenty consecutive
trading day period during the five-year period following the
Closing (“Founder Earn Back Triggering Event” and such Founder
Shares the “Founder Earn Back Shares”), met the Founder Earn Back
Triggering Event on March 12, 2021.
At the Closing, the Sponsor exercised its right to convert a
portion of the working capital loans made by the Sponsor to
Switchback into an additional 1,000,000 Private Placement Warrants
at a price of $1.50 per warrant in satisfaction of $1.5 million
principal amount of such loans.
The number of shares of Common Stock issued immediately following
the consummation of the Merger was as follows:
|
|
|
|
|
|
|
Shares |
|
Common stock of Switchback, outstanding prior to Merger |
39,264,704 |
|
|
Less redemption of Switchback shares |
(33,009) |
|
|
Less surrender of Switchback Founder Shares |
(984,706) |
|
|
Common stock of Switchback |
38,246,989 |
|
|
Shares issued in PIPE |
22,500,000 |
|
|
Merger and PIPE financing shares (1) |
60,746,989 |
|
|
Legacy ChargePoint shares (2) |
217,021,368 |
|
|
Total shares of common stock immediately after Merger |
277,768,357 |
|
_______________
(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 by
converting the 217,761,738 shares of Legacy ChargePoint
common stock outstanding immediately prior to the closing of the
Merger using the Exchange Ratio of 0.9966. All fractional
shares were rounded down.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Merger is accounted for as a reverse recapitalization under
U.S. GAAP. This determination is primarily based on Legacy
ChargePoint stockholders comprising a relative majority of the
voting power of ChargePoint and having the ability to nominate the
members of the Board of Directors, Legacy ChargePoint’s operations
prior to the acquisition comprising the only ongoing operations of
ChargePoint, and Legacy ChargePoint’s senior management comprising
a majority of the senior management of ChargePoint. Under this
method of accounting, Switchback is treated as the “acquired”
company for financial reporting purposes. Accordingly, for
accounting purposes, the financial statements of ChargePoint
represent a continuation of the financial statements of Legacy
ChargePoint with the Merger being treated as the equivalent of
ChargePoint issuing stock for the net assets of Switchback,
accompanied by a recapitalization. The net assets of Switchback are
stated at historical costs, with no goodwill or other intangible
assets recorded. Operations prior to the Merger are presented as
those of ChargePoint. All periods prior to the Merger have been
retrospectively adjusted using the Exchange Ratio for the
equivalent number of shares outstanding immediately after the
Merger to effect the reverse recapitalization. Additionally, upon
the consummation of the Merger, the Company gave effect to the
issuance
of 60,746,989 shares of
Common Stock for the previously issued Switchback common stock and
PIPE Shares that were outstanding at the Closing Date.
In connection with the Merger, the Company raised
$511.6 million of proceeds including the contribution of
$286.6 million of cash held in Switchback’s trust account from
its initial public offering, net of redemptions of Switchback
public stockholders of $0.3 million, and $225.0 million
of cash in connection with the PIPE financing. The Company incurred
$36.5 million of transaction costs, consisting of banking,
legal, and other professional fees, of which $29.5 million was
recorded as a reduction to additional paid-in capital of proceeds
and the remaining $7.0 million was expensed in the condensed
consolidated statements of operations.
Acquisitions
The Company acquired two companies in its third fiscal quarter
ended October 31, 2021. The allocation of the purchase price
consideration for each acquisition is preliminary and subject to
revision as additional information about the fair value of assets
and liabilities becomes available. Additional information that
existed as of the respective acquisition dates, but at the time was
unknown, may become known to the Company during the remainder of
the remeasurement period, which is a period not to exceed 12 months
from the respective acquisition dates. As of October 31, 2021, the
Company continued to review the detailed valuation analyses to
derive the fair value of assets acquired and liabilities assumed
from the acquisitions, including developed technology, customer
relationships and the related tax impacts; therefore, the purchase
price allocations are based on provisional estimates and subject to
continuing management analysis.
Acquisition of ViriCiti B.V.
On August 11, 2021, the Company acquired all of the outstanding
shares of ViriCiti B.V. (“ViriCiti”) for $79.4 million in
cash, subject to adjustments, as well as up to $7.7 million of
additional earnout consideration contingent on meeting certain
revenue targets through January 31, 2023 (“ViriCiti Earnout”).
ViriCiti is a Netherlands-based provider of electrification
solutions for eBus and commercial fleets with offices in the
Netherlands and the United States. The acquisition is expected to
enhance ChargePoint’s fleet solutions portfolio of hardware,
software and services by integrating information sources to
optimize electric fleet operations.
The acquisition of ViriCiti was considered a business combination
and was accounted for under the acquisition method of accounting.
The total purchase price was allocated to the net tangible and
intangible assets acquired and liabilities assumed based on their
respective fair values on the acquisition date and the excess was
recorded as goodwill. The ViriCiti Earnout liability was valued
using a Monte Carlo simulation valuation model using a distribution
of potential outcomes over the earnout period based on the most
reliable information available. Assumptions used in the valuation
are a risk-free interest rate of 0.8%, volatility of 34% and the
currently forecasted applicable revenue. The liability will be
remeasured to fair value based upon the attainment against the
revenue targets and changes in the fair value of earnout
liabilities will be presented in the condensed consolidated
statements of operations.
The Company incurred acquisition-related expenses of
$2.2 million, which were recorded as general and
administrative expenses in the consolidated statement of
operations.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table summarized the preliminary purchase
consideration (in thousands):
|
|
|
|
|
|
|
Amount |
|
Cash consideration |
$ |
79,415 |
|
|
ViriCiti Earnout consideration (1) |
3,908 |
|
|
Total purchase consideration |
$ |
83,323 |
|
_______________
(1) Values are translated into U.S. Dollars at period-end
foreign exchange rates.
The preliminary assets acquired and liabilities assumed in
connection with the acquisition were recorded at their fair value
at the acquisition date as follows (in thousands):
|
|
|
|
|
|
|
Amount |
|
Cash and cash equivalents |
$ |
623 |
|
|
Accounts receivable, net |
1,248 |
|
|
|
|
Other assets |
3,215 |
|
|
Customer relationships |
17,683 |
|
|
Developed technology |
6,558 |
|
|
Goodwill |
62,703 |
|
|
Deferred tax liabilities, net |
(3,378) |
|
|
Other liabilities |
(5,329) |
|
|
Total acquired assets and assumed liabilities |
$ |
83,323 |
|
The results of operations of ViriCiti are included in the
accompanying consolidated statements of operations from the date of
acquisition. ViriCiti’s results of operations since the date of
acquisition were not material to the Company’s consolidated results
of operations.
Acquisition of has•to•be gmbh
On October 6, 2021, the Company acquired all of the outstanding
shares of has•to•be gmbh (“has.to.be” or “HTB”) for approximately
$232.2 million, consisting of $130.1 million in cash,
subject to further adjustments based on certain working capital
positions and $102.1 million in the form of 5,695,176 shares
of ChargePoint Common Stock valued at $17.92 per share on the
acquisition date. Of these shares, 885,692, valued at
$15.9 million, are held in escrow to cover indemnity claims
the Company may make within eighteen months from the closing date.
HTB is an Austria-based e-mobility provider with a European
charging software platform. The acquisition is intended to expand
the Company’s market share in Europe.
The acquisition of HTB was considered a business combination and
was accounted for under the acquisition method of accounting. The
total purchase price was allocated to the net tangible and
intangible assets acquired and liabilities assumed based on their
respective fair values on the acquisition date, and the excess was
recorded as goodwill. The Company incurred acquisition-related
expenses of $2.6 million, which were recorded as general and
administrative expenses in the consolidated statement of
operations.
The following table summarized the preliminary purchase
consideration (in thousands):
|
|
|
|
|
|
|
Amount |
|
Cash consideration |
$ |
130,134 |
|
|
Common Stock consideration |
102,057 |
|
|
Total purchase consideration |
$ |
232,191 |
|
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The preliminary assets acquired and liabilities assumed in
connection with the acquisition were recorded at their fair value
at the acquisition date as follows (in thousands):
|
|
|
|
|
|
|
Amount |
|
Cash and cash equivalents |
$ |
3,663 |
|
|
Accounts receivable, net |
3,764 |
|
|
|
|
Other assets |
4,259 |
|
|
Customer relationships |
103,072 |
|
|
Technology |
16,621 |
|
|
Goodwill |
136,638 |
|
|
Other liabilities |
(10,509) |
|
|
Deferred tax liability, net |
(25,317) |
|
|
Total acquired assets and assumed liabilities |
$ |
232,191 |
|
Supplemental Pro Forma Information
The following unaudited pro forma financial information summarizes
the combined results of operations for the Company and HTB as if
the companies were combined as of February 1, 2020 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, |
Nine Months Ended October 31, |
|
2021 |
2020 |
2021 |
2020 |
|
Revenue |
$ |
66,571 |
|
$ |
38,176 |
|
$ |
168,736 |
|
$ |
109,251 |
|
|
Net Loss |
$ |
(70,559) |
|
$ |
(44,807) |
|
$ |
(80,708) |
|
$ |
(119,334) |
|
The unaudited pro forma information above include the following
adjustments to net loss in the pro forma periods presented (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, |
Nine Months Ended October 31, |
|
2021 |
2020 |
2021 |
2020 |
|
An increase in amortization expense |
$ |
(2,402) |
|
$ |
(3,407) |
|
$ |
(9,889) |
|
$ |
(9,694) |
|
|
An (increase) decrease in expenses related to
transaction |
2,556 |
|
— |
|
2,556 |
|
(2,556) |
|
|
|
|
|
|
|
An (increase) decrease in tax provision |
(38) |
|
852 |
|
1,833 |
|
3,062 |
|
|
Overall (increase) decrease in net loss |
116 |
|
(2,555) |
|
(5,500) |
|
(9,188) |
|
|
ChargePoint net loss |
(69,442) |
|
(40,890) |
|
(72,092) |
|
(106,275) |
|
|
HTB net loss |
(1,233) |
|
(1,362) |
|
(3,116) |
|
(3,871) |
|
|
Pro forma net loss |
$ |
(70,559) |
|
$ |
(44,807) |
|
$ |
(80,708) |
|
$ |
(119,334) |
|
The unaudited supplemental pro forma information presented for HTB
is for illustrative purposes only and is not necessarily indicative
of results of operations that would have been achieved had the
acquisitions taken place on the date indicated, or of the Company’s
future consolidated results of operations. The supplemental pro
forma information presented above has been derived from the
Company’s historical consolidated financial statements and from the
historical unaudited accounting records of HTB.
Pro forma results of operations for ViriCiti have not been
presented because the effect of the acquisition was not material to
the condensed consolidated statements of operations.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Goodwill and Intangible Assets
The following table summarizes the changes in carrying amounts of
goodwill (in thousands):
|
|
|
|
|
|
|
Balance as of January 31, 2021 |
$ |
1,215 |
|
|
Goodwill acquired with ViriCiti acquisition |
62,703 |
|
|
Goodwill acquired with HTB acquisition |
136,638 |
|
|
Foreign exchange fluctuations |
125 |
|
|
Balance as of October 31, 2021 |
$ |
200,681 |
|
Goodwill from these acquisitions represents the future economic
benefits arising from other assets that could not be individually
identified and separately recognized, such as the acquired
assembled workforce. Goodwill is not deductible for tax
purposes.
The following table presents the details of intangible assets
(amounts in thousands, useful lives in years):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2021 |
|
Cost (1) |
Accumulated Amortization (1) |
Net (1) |
Useful Life |
|
ViriCiti |
|
|
|
|
|
Customer relationships |
$ |
17,683 |
|
$ |
(390) |
|
$ |
17,293 |
|
10 |
|
Developed technology |
6,558 |
|
(241) |
|
6,317 |
|
6 |
|
HTB |
|
|
|
|
|
Customer relationships |
103,179 |
|
(703) |
|
102,476 |
|
10 |
|
Developed technology |
16,638 |
|
(185) |
|
16,453 |
|
6 |
|
|
$ |
144,058 |
|
$ |
(1,519) |
|
$ |
142,539 |
|
|
_______________
(1) Values are translated into U.S. Dollars at period-end
foreign exchange rates.
The fair value assigned to customer relationships was determined
using the income approach and the fair value assigned to developed
technology was determined using relief from royalty rate method,
based on analysis of royalty rate licensing data of market
participants. Amortization expense for customer relationships and
developed technology is shown as sales and marketing and cost of
revenue, respectively, in the consolidated statement of operations.
The acquired intangible assets and goodwill are subject to
impairment review at least annually on December 31.
Acquisition-related intangible assets included in the above table
are finite-lived and are carried at cost less accumulated
amortization. Intangible assets are being amortized on a
straight-line basis over their estimated lives, which approximates
the pattern in which the economic benefits of the intangible assets
are expected to be realized. Amortization expense was
$1.5 million for the three and nine months ended October 31,
2021. There was no amortization expense for the three and nine
months ended October 31, 2020.
The Company recorded net deferred tax liabilities of
$3.4 million on August 11, 2021 and $25.3 million on
October 6, 2021, associated with the acquisitions of ViriCiti and
HTB, respectively. Deferred tax assets and liabilities are netted
and presented in the condensed consolidated balance
sheets.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4.Fair
Value Measurements
The Company’s assets and liabilities that were measured at fair
value on a recurring basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measured as of October 31, 2021 |
|
|
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
(in thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
254,714 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
254,714 |
|
|
Total financial assets |
|
$ |
254,714 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
254,714 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Common stock warrant liabilities (Private Placement) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
29,282 |
|
|
$ |
29,282 |
|
|
Contingent earnout liability recognized upon acquisition of
ViriCiti (ViriCiti Earnout) |
|
— |
|
|
— |
|
|
3,856 |
|
|
3,856 |
|
|
Total financial liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
33,138 |
|
|
$ |
33,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measured as of January 31, 2021 |
|
|
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
(in thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
109,703 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
109,703 |
|
|
Total financial assets |
|
$ |
109,703 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
109,703 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock warrant
liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
75,843 |
|
|
$ |
75,843 |
|
|
Total financial liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
75,843 |
|
|
$ |
75,843 |
|
The money market funds were classified as cash and cash equivalents
on the condensed consolidated balance sheets. The aggregate fair
value of the Company’s money market funds approximated amortized
cost and, as such, there were no unrealized gains or losses on
money market funds as of October 31, 2021 and January 31,
2021. Realized gains and losses, net of tax, were not material for
any of the periods presented.
As of October 31, 2021 and January 31, 2021, the Company
had no investments with a contractual maturity of greater than one
year.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table presents a summary of the changes in the fair
value of the Company’s Level 3 financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock warrant
liability |
|
Private placement warrant liability |
|
Earnout liability and ViriCiti Earnout liability |
|
(in thousands) |
|
Fair value as of January 31, 2021 |
$ |
(75,843) |
|
|
$ |
— |
|
|
$ |
— |
|
|
Private placement warrant liability acquired as part of the
merger |
— |
|
|
(127,888) |
|
|
— |
|
|
Contingent earnout liability recognized upon the closing of the
reverse recapitalization
|
— |
|
|
— |
|
|
(828,180) |
|
|
Change in fair value included in other income (expense),
net |
9,237 |
|
|
46,835 |
|
|
84,420 |
|
|
Reclassification of warrants to stockholders’ equity (deficit) due
to exercise |
— |
|
|
51,771 |
|
|
— |
|
|
Reclassification of Legacy ChargePoint preferred stock warrant
liability upon the reverse capitalization |
66,606 |
|
|
— |
|
|
— |
|
|
Issuance of earnout shares upon triggering events |
— |
|
|
— |
|
|
501,120 |
|
|
Reclassification of remaining contingent earnout liability upon
triggering event
|
— |
|
|
— |
|
|
242,640 |
|
|
Contingent earnout liability recognized upon the acquisition of
ViriCiti (ViriCiti Earnout) |
— |
|
|
— |
|
|
(3,856) |
|
|
Fair value as of October 31, 2021 |
$ |
— |
|
|
$ |
(29,282) |
|
|
$ |
(3,856) |
|
Redeemable convertible preferred stock warrant liability, Private
Placement Liability and the Earnout Liability
The fair values of the private placement warrant liability,
redeemable convertible preferred stock warrant liability and
earnout liability are based on significant unobservable inputs,
which represent Level 3 measurements within the fair value
hierarchy. The significant unobservable inputs used in the fair
value measurements of the private placement warrant liability, the
redeemable convertible preferred stock warrant liability and the
earnout liability include the expected volatility and dividend
yield. In determining the fair value of the private placement
warrant liability, the Company used the Binomial Lattice Model
(“BLM”) that assumes optimal exercise of the Company's redemption
option at the earliest possible date (Note 9). In determining the
fair value of the redeemable convertible preferred stock warrant
liability, the Company used the Black-Scholes Option Pricing Model
(“Black-Scholes”) to estimate the fair value using unobservable
inputs including the expected term, expected volatility, risk-free
interest rate and dividend yield (see Note 9). In determining the
fair value of the earnout liability, the Company used the Monte
Carlo simulation valuation model using a distribution of potential
outcomes on a monthly basis over the Earnout Period using the most
reliable information available (see Note 9).
ViriCiti Earnout Liability
Refer to Note 3 for the valuation of the ViriCiti Earnout
liability.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
5.Composition
of Certain Financial Statement Items
Inventories
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2021 |
|
January 31,
2021 |
|
(in thousands) |
|
Raw materials |
$ |
7,489 |
|
|
$ |
13,029 |
|
|
Work-in-progress |
199 |
|
|
68 |
|
|
Finished goods |
22,205 |
|
|
20,495 |
|
|
Total Inventories |
$ |
29,893 |
|
|
$ |
33,592 |
|
Property and equipment, net
Property and equipment, net consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2021 |
|
January 31,
2021 |
|
(in thousands) |
|
Furniture and fixtures |
$ |
893 |
|
|
$ |
1,594 |
|
|
Computers and software |
5,786 |
|
|
5,384 |
|
|
Machinery and equipment |
14,776 |
|
|
10,605 |
|
|
Tooling |
10,506 |
|
|
7,705 |
|
|
Leasehold improvements |
10,644 |
|
|
9,398 |
|
|
Owned and operated systems |
21,236 |
|
|
17,703 |
|
|
Construction in progress |
3,460 |
|
|
2,462 |
|
|
|
67,301 |
|
|
54,851 |
|
|
Less: Accumulated depreciation |
(32,575) |
|
|
(24,863) |
|
|
Total Property and Equipment, Net |
$ |
34,726 |
|
|
$ |
29,988 |
|
Depreciation expense for the three months ended October 31,
2021 and 2020 was $3.1 million and $2.8 million,
respectively.
Depreciation expense for the nine months ended October 31,
2021 and 2020 was $8.6 million and $7.5 million,
respectively.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Accrued and other current liabilities
Accrued and other current liabilities consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2021 |
|
January 31,
2021 |
|
(in thousands) |
|
Accrued expenses |
$ |
28,673 |
|
|
$ |
18,404 |
|
|
Refundable customer deposits |
8,286 |
|
|
6,482 |
|
|
Taxes payable |
9,760 |
|
|
5,213 |
|
|
Payroll and related expenses |
12,917 |
|
|
7,547 |
|
|
Warranty accruals |
3,766 |
|
|
3,000 |
|
|
Operating lease liabilities, current |
3,665 |
|
|
2,393 |
|
|
Other liabilities |
9,406 |
|
|
4,123 |
|
|
Total Accrued and Other Current Liabilities |
$ |
76,473 |
|
|
$ |
47,162 |
|
Revenue
Revenue consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, |
|
Nine Months Ended October 31, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
|
(in thousands) |
|
(in thousands) |
|
United States |
$ |
54,561 |
|
|
$ |
29,681 |
|
|
$ |
139,321 |
|
|
$ |
92,319 |
|
|
Rest of World |
10,473 |
|
|
6,684 |
|
|
22,344 |
|
|
11,779 |
|
|
Total revenue |
$ |
65,034 |
|
|
$ |
36,365 |
|
|
$ |
161,665 |
|
|
$ |
104,098 |
|
6.Debt
In July 2018, the Company entered into a term loan facility with
certain lenders (“2018 Loan”) with a borrowing capacity of $45.0
million to finance working capital and repay all outstanding
amounts owed under previous loans. The Company borrowed $35.0
million, with issuance costs of $1.1 million and net proceeds of
$33.9 million. The 2018 Loan was secured by substantially all of
the Company’s assets, contained customary affirmative and negative
covenants, and required the Company to maintain minimum cash
balances and attain certain customer billing targets. The 2018 Loan
had a five-year maturity and interest was calculated at LIBOR plus
6.55%. The 2018 Loan agreement was amended on March 20, 2019, to
extend the interest only monthly payments through June 30, 2021, to
be followed by equal monthly payments of principal and interest. As
of January 31, 2021, the Company was in compliance with all
financial and non-financial debt covenants.
Transaction costs upon entering into the 2018 Loan were recorded as
debt discount and were amortized over the term of the 2018
Loan.
There was no interest expense incurred during the three months
ending October 31, 2021; the interest expense incurred during the
three months ended October 31, 2020 was
$0.8 million.
Total interest expense incurred during the nine months ended
October 31, 2021 and 2020 was $1.5 million and
$2.4 million, respectively.
In March 2021, the Company repaid the entire loan balance of $35.0
million plus accrued interest and prepayment fees of $1.2
million.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
7.Commitments
and Contingencies
Purchase Commitments
Open purchase commitments are for the purchase of goods and
services related to, but not limited to, manufacturing, facilities
and professional services under non-cancellable contracts. As of
October 31, 2021, the Company had open purchase commitments
for goods and services of $157.8 million, all of which are expected
to be received by June 30, 2024.
Legal Proceedings
The Company may be involved in various lawsuits, claims, and
proceedings, including intellectual property, commercial,
securities, and employment matters that arise in the normal course
of business. The Company accrues a liability when management
believes information available prior to the issuance of the
condensed consolidated financial statements indicates it is
probable a loss has been incurred as of the date of the condensed
consolidated financial statements and the amount of loss can be
reasonably estimated. The Company adjusts its accruals to reflect
the impact of negotiations, settlements, rulings, advice of legal
counsel, and other information and events pertaining to a
particular case. Legal costs are expensed as incurred.
The Company believes it has recorded adequate provisions for any
such lawsuits, claims, and proceedings and, as of October 31,
2021, it was not reasonably possible that a material loss had been
incurred in excess of the amounts recognized in the condensed
consolidated financial statements. Based on its experience, the
Company believes that damage amounts claimed in these matters are
not meaningful indicators of potential liability. Given the
inherent uncertainties of litigation, the ultimate outcome of the
ongoing matters described herein cannot be predicted with
certainty. While litigation is inherently unpredictable, the
Company believes it has valid defenses with respect to the legal
matters pending against it. Nevertheless, the condensed
consolidated financial statements could be materially adversely
affected in a particular period by the resolution of one or more of
these contingencies. Liabilities established to provide for
contingencies are adjusted as further information develops,
circumstances change, or contingencies are resolved; and such
changes are recorded in the accompanying condensed consolidated
statements of operations during the period of the change and
reflected in accrued and other current liabilities on the
accompanying condensed consolidated balance sheets.
Guarantees and Indemnifications
The Company has service level commitments to certain of its
customers warranting levels of uptime reliability and performance
and permitting those customers to receive credits if the Company
fails to meet those levels. To date, the Company has not incurred
any material costs as a result of such commitments.
The Company’s arrangements generally include certain provisions for
indemnifying customers against liabilities if its products or
services infringe a third-party’s intellectual property rights.
Additionally, the Company may be required to indemnify for claims
caused by its negligence or willful misconduct. It is not possible
to determine the maximum potential amount under these
indemnification obligations due to the limited history of prior
indemnification claims and the unique facts and circumstances
involved in each particular agreement. To date, the Company has not
incurred any material costs as a result of such obligations and has
not accrued any liabilities related to such obligations in the
condensed consolidated financial statements.
The Company has also agreed to indemnify its directors and
executive officers for costs associated with any fees, expenses,
judgments, fines and settlement amounts incurred by them in any
action or proceeding to which any of them are, or are threatened to
be, made a party by reason of their service as a director or
officer. The Company maintains director and officer insurance
coverage that would generally enable it to recover a portion of any
future amounts paid. The Company also may be subject to
indemnification obligations by law with respect to the actions of
its employees under certain circumstances and in certain
jurisdictions.
Leases
The Company leases its office facilities under non-cancelable
operating leases with various lease terms. The Company also leases
certain office equipment under operating lease
agreements.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table presents future payments of lease liabilities
under the Company's non-cancelable operating leases as of October
31, 2021 (in thousands):
|
|
|
|
|
|
|
(in thousands) |
|
2022 (remaining three months) |
$ |
1,680 |
|
|
2023 |
6,388 |
|
|
2024 |
5,764 |
|
|
2025 |
5,328 |
|
|
2026 |
4,404 |
|
|
Thereafter |
14,683 |
|
|
Total undiscounted operating lease payments |
38,247 |
|
|
Less: imputed interest |
(10,799) |
|
|
Total operating lease liabilities |
27,448 |
|
|
Less: current portion of operating lease liabilities |
(3,653) |
|
|
Operating lease liabilities, noncurrent |
$ |
23,795 |
|
8.Common
Stock
On February 26, 2021, the Merger was consummated and the Company
issued 60,746,989 shares for an aggregate purchase price of
$200.5 million, net of issuance costs of $29.4 million.
Immediately following the Merger, there
were 277,768,357 shares of Common Stock outstanding with
a par value of $0.0001. The holder of each share of Common Stock is
entitled to one vote.
The Company has retroactively adjusted the shares issued and
outstanding prior to February 26, 2021, to give effect to the
Exchange Ratio established in the Merger Agreement to determine the
number of shares of Common Stock into which they were converted.
Immediately prior to the Merger, 484,951,532 shares were
authorized to issue at $0.0001 par value,
with 299,771,284 shares designated as Common Stock
and 185,180,248 shares of redeemable convertible preferred
stock.
Common Stock Reserved for Future Issuance
Shares of Common Stock reserved for future issuance, on an
as-if converted basis, were as follows:
|
|
|
|
|
|
|
|
|
October 31,
2021 |
|
|
|
Stock options issued and outstanding |
24,855,043 |
|
|
|
|
Restricted stock units outstanding |
3,906,058 |
|
|
|
|
Common stock warrants outstanding |
37,756,829 |
|
|
|
|
Shares available for grant under 2021 Equity Incentive
Plan |
36,436,447 |
|
|
|
|
Shares available for grant under 2021 ESPP |
8,177,683 |
|
|
|
|
Total shares of Common Stock reserved |
111,132,060 |
|
|
|
On February 26, 2021, upon the closing of the Merger (Note 3), all
of the outstanding redeemable convertible preferred stock was
converted to Common Stock pursuant to the conversion rate effective
immediately prior to the Merger, and the remaining amount was
reclassified to additional paid-in capital.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
9.Stock
Warrants and Earnout
Redeemable Convertible Preferred Stock Warrants
Warrants to purchase a total of 2,358,528 shares of Series B, D and
E redeemable convertible preferred stock were initially recognized
as a liability recorded at fair value upon issuance and were
subject to remeasurement to fair value at each balance sheet date.
As part of the Merger, Legacy ChargePoint redeemable convertible
preferred stock was converted into Legacy ChargePoint common stock
pursuant to the conversion rate effective immediately prior to the
Merger while all related Legacy ChargePoint preferred stock
warrants were converted into warrants exercisable for shares of
Common Stock with terms consistent with the Legacy ChargePoint
preferred stock warrants except for the number of shares
exercisable therefor and the exercise price, each of which was
adjusted using the Exchange Ratio. At that time, the redeemable
convertible preferred stock warrant liability was remeasured and
reclassified to additional paid-in capital.
The liability associated with these warrants was subject to
remeasurement at each balance sheet date using the Level 3
fair value inputs. See Note 4 for further details.
The Level 3 fair value inputs used in the recurring valuation
of the redeemable convertible preferred stock warrant liability
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
February 26, 2021
(Merger Date) |
|
January 31,
2021 |
|
Expected volatility |
84.3 |
% |
|
80.5 |
% |
|
Risk-free interest rate |
0.0 |
% |
|
0.1 |
% |
|
Dividend rate |
0.0 |
% |
|
0.0 |
% |
|
Expected term (years) |
0.0 |
|
1.4 |
Common Stock Warrants
In addition to the warrants to purchase 2,358,528 shares of Legacy
ChargePoint preferred stock described above, Legacy ChargePoint had
outstanding warrants to purchase 36,402,503 shares of Legacy
ChargePoint common stock (collectively, “Legacy Warrants”), which
now represent warrants to purchase Common Stock. During the three
months ended October 31, 2021, 1,491,243 Legacy Warrants were
exercised resulting in the issuance of 1,379,036 shares of Common
Stock. During the nine months ended October 31, 2021, 3,176,428
Legacy Warrants were net exercised resulting in the issuance of
2,866,560 shares of Common Stock. During the three and nine months
ended October 31, 2021, proceeds received for the exercise of
Legacy Warrants were $1.2 million. As of October 31, 2021,
there were 35,584,603 Legacy Warrants outstanding which are
classified as equity.
Private Placement Warrants
The Private Placement Warrants were initially recognized as a
liability on February 26, 2021, at a fair value of
$127.9 million and the Private Placement Warrant liability was
remeasured to fair value as of any respective exercise dates and as
of October 31, 2021. The Company recorded a gain (loss) of $(2.4)
million and $30.9 million for the three and nine months ended
October 31, 2021, respectively, classified within change in fair
value of warrant liabilities in the condensed consolidated
statements of operations. As of October 31, 2021, there were
2,172,226 Private Placement Warrants outstanding.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Private Placement Warrants were valued using the following
assumptions under the BLM that assumes optimal exercise of the
Company’s redemption option at the earliest possible
date:
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2021 |
|
February 26,
2021 |
|
Market price of public stock |
$24.78 |
|
$30.83 |
|
Exercise price |
$11.50 |
|
$11.50 |
|
Expected term (years) |
4.3 |
|
5.0 |
|
Volatility |
70.5 |
% |
|
73.5 |
% |
|
Risk-free interest rate |
1.0 |
% |
|
0.8 |
% |
|
Dividend rate |
0.0 |
% |
|
0.0 |
% |
Public Warrants
The Public Warrants may only be exercised for a whole number of
shares. The Public Warrants became exercisable 30 days after the
completion of the Merger.
The Public Warrants were initially recognized as a liability on
February 26, 2021 at a fair value of $153.7 million and the public
warrant liability was remeasured to fair value based upon the
market price as warrants were exercised. On June 4, 2021 the
Company issued a redemption notice pursuant to which all but
244,481 Public Warrants were exercised by the Public Warrant
holders. At the conclusion of the redemption notice period on July
6, 2021, the Company redeemed the remaining 244,481 Public Warrants
outstanding for $0.01 per warrant. The Company recognized no gain
or loss for the three months ended October 31, 2021, and recognized
a loss of $15.9 million for the nine months ended October 31,
2021, classified within change in fair value of warrant liabilities
in the condensed consolidated statements of
operations.
During the nine months ended October 31, 2021, proceeds
received for the exercise of Public Warrants were
$117.6 million. As of October 31, 2021, no Public Warrants
remained outstanding.
Activity of warrants is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Warrants
(1)
|
Private Placement Warrants |
|
Public Warrants |
|
Total
Common Stock Warrants
(1)
|
|
Outstanding as of January 31, 2021 |
38,761,031 |
— |
|
— |
|
38,761,031 |
|
Common Stock Warrants as Part of the Merger
|
— |
6,521,568 |
|
10,470,562 |
|
16,992,130 |
|
Warrants Exercised |
(3,176,428) |
(4,349,342) |
|
(10,226,081) |
|
(17,751,851) |
|
Warrants Redeemed |
— |
— |
|
(244,481) |
|
(244,481) |
|
Outstanding as of October 31, 2021 |
35,584,603 |
2,172,226 |
|
— |
|
37,756,829 |
_______________
(1) The shares (and the warrants' exercise prices) subject to the
Company's Legacy Warrants were restated to reflect the Exchange
Ratio of approximately 0.9966 established in the Merger Agreement
as discussed in Note 3.
Contingent Earnout Liability
During the five year period starting at the closing of the Merger
(“Earnout Period”), eligible former equity holders of Legacy
ChargePoint were eligible to receive up to 27,000,000 additional
shares of Common Stock (“Earnout Shares”) in three equal tranches
if the Earnout Triggering Events (as described in the Merger
Agreement) were fully satisfied. The three Earnout Triggering
Events were the dates on which the closing volume weighted-average
price (“VWAP”) per share of common stock quoted on the NYSE (or the
exchange on which the shares of the Company’s Common Stock are then
listed) is greater or equal to $15.00, $20.00 and $30.00,
respectively, for any ten trading days within any 20 consecutive
trading day period within the Earnout Period.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Upon the closing of the Merger, the contingent obligation to issue
Earnout Shares was accounted for as a liability because the Earnout
Triggering Events that determine the number of Earnout Shares
required to be issued include events that are not solely indexed to
the Common Stock of ChargePoint. The estimated fair value of the
total Earnout Shares at the closing of the Merger on February 26,
2021, was $828.2 million based on a Monte Carlo simulation
valuation model using a distribution of potential outcomes on a
monthly basis over the Earnout Period using the most reliable
information available. Assumptions used in the valuation are
described below.
|
|
|
|
|
|
|
|
|
|
|
|
|
March 12,
2021 |
|
February 26,
2021 |
|
Current stock price |
$27.84 |
|
$30.83 |
|
Expected volatility |
72.00 |
% |
|
71.60 |
% |
|
Risk-free interest rate |
0.85 |
% |
|
0.75 |
% |
|
Dividend rate |
0.00 |
% |
|
0.00 |
% |
|
Expected term (years) |
4.96 |
|
5.00 |
The first two Earnout Triggering Events for up to 18,000,000 of the
Earnout Shares occurred on March 12, 2021, and, after withholding
some of these Earnout Shares to cover employee withholding tax
obligations, 17,539,657 Earnout Shares were issued on March 19,
2021, and the estimated fair value of the earnout liability was
remeasured to $743.7 million, including (i)
$501.1 million related to the Earnout Shares issuable upon the
occurrence of the Earnout Triggering Event associated with the
$15.00 and $20.00 VWAP per share thresholds based on the Common
Stock price as of March 12, 2021, and (ii) $242.6 million
related to the estimated fair value of earnout liability related to
the remaining 9,000,000 Earnout Shares issuable upon the occurrence
of the Earnout Triggering Event associated with the $30.00 VWAP per
share threshold based on a Monte Carlo simulation valuation model
as of March 12, 2021, as described above. The change in fair value
resulted in a gain of $84.4 million recognized in the
condensed consolidated statement of operations for the three months
ended April 30, 2021. Upon settlement of the first two tranches,
the classification of the remaining 9,000,000 Earnout Shares of the
third tranche was changed to equity on March 12, 2021, because the
Earnout Shares became an instrument contingently issuable upon the
occurrence of the Earnout Triggering Event into a fixed number of
Common Shares that is not based on an observable market price or
index other than the Company’s own stock price.
The third and final Earnout Triggering Event for up to 9,000,000 of
the Earnout Shares associated with the $30.00 VWAP per share
threshold occurred on June 29, 2021, and, after the withholding of
some of these Earnout Shares to cover employee withholding tax
obligations, 8,773,596 Earnout Shares were issued on July 1, 2021.
No further Earnout Shares remained contingently issuable as of
October 31, 2021.
10.Equity
Plans and Stock-based Compensation
On February 25, 2021, the stockholders of the Company approved the
2021 Equity Incentive Plan (“2021 EIP”) and the 2021 Employee Stock
Purchase Plan (“2021 ESPP”). As of October 31, 2021, 36,436,447 and
8,177,683 shares of Common Stock were available under the 2021 EIP
and 2021 ESPP, respectively.
2021 Employee Stock Purchase Plan
The 2021 ESPP permits participants to purchase shares of the
Company’s Common Stock, up to the IRS allowable limit, through
contributions (in the form of payroll deductions or otherwise to
the extent permitted by the administrator) of up to 15% of their
eligible compensation. The 2021 ESPP provides for consecutive,
overlapping 24-month offering periods, subject to certain rollover
and reset mechanisms as defined in the ESPP. Participants are
permitted to purchase shares of the Company’s Common Stock at the
end of each 6-month purchase period at 85% of the lower of the fair
market value of the Company’s Common Stock on the first trading day
of an offering period or on the last trading date in each purchase
period. A participant may purchase a maximum of 10,000 shares of
the Company’s Common Stock during a purchase period. Participants
may end their participation at any time during an offering and will
be paid their accrued contributions that have not yet been used to
purchase shares. Participation ends automatically upon termination
of employment with the Company. The initial offering period is from
October 1, 2021 through September 9, 2023.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Further, on the first day of each March during the term of the 2021
ESPP, commencing on March 1, 2021 and ending on (and including)
March 1, 2040, the aggregate number of shares of Common Stock that
may be issued under the 2021 ESPP shall automatically increase by a
number equal to the lesser of (i) one percent (1%) of the total
number of shares of Common Stock issued and outstanding on the last
day of the preceding month, (ii) 5,400,000 shares (subject to
standard anti-dilution adjustments), or (iii) a number of shares
determined by the Company’s Board of Directors.
2021 Equity Incentive Plan
Under the 2021 EIP, the Company can grant stock options, stock
appreciation rights, restricted stock, restricted stock units
(“RSU”) and certain other awards which are settled in the form of
shares of Common Stock issued under this 2021 EIP. On the first day
of each March, beginning on March 1, 2021 and continuing through
March 1, 2030, the 2021 EIP reserve will automatically increase by
a number equal to the lesser of (a) 5% of the total number of
shares actually issued and outstanding on the last day of the
preceding month and (b) a number of shares determined by the
Company’s Board of Directors.
2017 Plan and 2007 Plan
No further awards will be granted under Legacy ChargePoint’s 2017
Stock Plan (“2017 Plan”) and 21,412,248 shares of Common Stock
remain reserved for outstanding awards issued under the 2017 Plan
as of October 31, 2021. Additionally, no other awards can be
granted under Legacy ChargePoint’s 2007 Stock Incentive Plan (“2007
Plan”) and 3,442,795 shares of Common Stock remained reserved for
outstanding awards issued under the 2007 Plan as of October 31,
2021.
The Company’s stock option awards activity is set forth
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
30,166,792 |
|
|
$ |
0.71 |
|
|
7.3 |
|
$ |
1,064,539 |
|
|
Options exercised |
(4,666,083) |
|
|
$ |
0.59 |
|
|
|
|
|
|
Options forfeited |
(624,618) |
|
|
$ |
0.74 |
|
|
|
|
|
|
Options expired |
(21,048) |
|
|
$ |
53.26 |
|
|
|
|
|
|
Outstanding as of October 31, 2021 |
24,855,043 |
|
|
$ |
0.69 |
|
|
6.8 |
|
$ |
598,912 |
|
|
Options vested and expected to vest as of October 31,
2021 |
24,314,890 |
|
|
$ |
0.68 |
|
|
6.7 |
|
$ |
585,934 |
|
|
Exercisable as of October 31, 2021 |
16,523,251 |
|
|
$ |
0.66 |
|
|
6.2 |
|
$ |
398,582 |
|
The options outstanding as of October 31, 2021, include the
June 2020 grant of a stock option under the 2017 Plan to the
Company’s Chief Executive Officer to purchase a total of 1.5
million shares of Common Stock (“CEO Award”) originally subject to
both service and performance-based vesting conditions. No
stock-based compensation expense had been recorded prior to the
Merger as the CEO Awards were improbable of vesting before and
after two modifications in each of September 2020 and December
2020, because the performance-based vesting condition was
contingent upon the closing of the Merger. Accordingly, the Company
commenced recognition of stock-based compensation expense for the
CEO Award following the Merger in February 2021 when the only
remaining vesting condition was service-based. As of
October 31, 2021, the total unrecognized compensation expense
related to the unvested portion of the CEO Award was $31.7 million,
which is expected to be recognized over a period of 2.25
years.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company’s RSU activity is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Weighted Average Grant Date Fair Value per Share |
|
Outstanding as of January 31, 2021 |
— |
|
|
$ |
— |
|
|
RSU granted |
5,042,559 |
|
|
$ |
26.94 |
|
|
RSU vested |
(1,019,817) |
|
|
$ |
27.36 |
|
|
RSU forfeited |
(116,684) |
|
|
$ |
27.17 |
|
|
Outstanding as of October 31, 2021 |
3,906,058 |
|
|
$ |
26.82 |
|
As of October 31, 2021, unrecognized stock-based compensation
expense for employee equity plans was $125.2 million and is
expected to be recognized over a weighted-average period of 2.6
years
The following sets forth the total stock-based compensation
expense for employee equity plans included in the Company’s
condensed consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31, |
|
Nine Months Ended
October 31, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
(in thousands) |
|
(in thousands) |
|
Cost of revenue |
$ |
885 |
|
|
$ |
29 |
|
|
$ |
3,073 |
|
|
$ |
93 |
|
|
Research and development |
5,840 |
|
|
448 |
|
|
20,198 |
|
|
1,205 |
|
|
Sales and marketing |
2,251 |
|
|
333 |
|
|
7,018 |
|
|
988 |
|
|
General and administrative |
7,046 |
|
|
398 |
|
|
21,604 |
|
|
1,022 |
|
|
Total stock-based compensation expense |
$ |
16,022 |
|
|
$ |
1,208 |
|
|
$ |
51,893 |
|
|
$ |
3,308 |
|
11.Income
Taxes
The income tax provision for interim periods is determined using an
estimate of the Company’s annual effective tax rate as adjusted for
discrete items arising in that quarter. The effective income tax
rate was nil for the three and nine months ended
October 31, 2021 and 2020. The effective tax rate differs from
the U.S. statutory rate primarily due to the full valuation
allowances on the Company’s net domestic deferred tax assets as it
is more likely than not that all of the deferred tax assets will
not be realized.
12.Related
Party Transactions
Daimler AG and its affiliated entities (“Daimler”) are investors in
the Company and one of its employees is a member of the Company’s
Board of Directors. The following revenue transactions took place
between the Company and Daimler during the periods
presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31, |
|
Nine Months Ended
October 31, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
(in thousands) |
|
(in thousands) |
|
Daimler |
$ |
1,290 |
|
|
$ |
953 |
|
|
$ |
4,696 |
|
|
$ |
2,529 |
|
|
Revenue from related parties |
$ |
1,290 |
|
|
$ |
953 |
|
|
$ |
4,696 |
|
|
$ |
2,529 |
|
Related party accounts receivable as of October 31, 2021 and
January 31, 2021 from Daimler was $2.3 million and $1.2
million, respectively.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
13.Basic
and Diluted Net Loss per Share
The following table sets forth the computation of the Company’s
basic and diluted net loss per share attributable to common
stockholders for the three and nine months ended October 31,
2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31, |
|
Nine Months Ended
October 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) |
$ |
(69,442) |
|
|
$ |
(40,890) |
|
|
$ |
(72,092) |
|
|
$ |
(106,275) |
|
|
Adjust:
Accretion of beneficial conversion feature of redeemable
convertible preferred stock
|
— |
|
|
(1,752) |
|
|
— |
|
|
(60,377) |
|
|
Adjust:
Cumulative dividends on redeemable convertible preferred
stock
|
— |
|
|
(3,960) |
|
|
(4,292) |
|
|
(3,960) |
|
|
Adjust:
Deemed dividends attributable to vested option holders
|
— |
|
|
— |
|
|
(51,855) |
|
|
— |
|
|
Adjust:
Deemed dividends attributable to common stock warrant
holders
|
— |
|
|
— |
|
|
(110,635) |
|
|
— |
|
|
Net loss attributable to common stockholders - Basic |
(69,442) |
|
|
(46,602) |
|
|
(238,874) |
|
|
(170,612) |
|
|
Less:
Gain attributable to earnout shares issued
|
— |
|
|
— |
|
|
(84,420) |
|
|
— |
|
|
Less:
Change in fair value of dilutive warrants
|
— |
|
|
— |
|
|
(51,106) |
|
|
— |
|
|
Net loss attributable to common stockholders - Diluted |
$ |
(69,442) |
|
|
$ |
(46,602) |
|
|
$ |
(374,400) |
|
|
$ |
(170,612) |
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
325,223,132 |
|
|
15,102,625 |
|
|
286,272,045 |
|
13,550,552 |
|
Less:
Weighted-average unvested restricted shares and shares subject to
repurchase
|
(188,212) |
|
|
(111,759) |
|
|
(246,562) |
|
|
— |
|
|
Weighted average shares outstanding - Basic |
325,034,920 |
|
|
14,990,866 |
|
|
286,025,483 |
|
13,550,552 |
|
Add:
Earnout Shares under the treasury stock method
|
— |
|
|
— |
|
|
4,948,794 |
|
— |
|
|
Add:
Public and Private Placement Warrants under the treasury stock
method
|
— |
|
|
— |
|
|
1,601,041 |
|
— |
|
|
Weighted average shares outstanding - Diluted |
325,034,920 |
|
|
14,990,866 |
|
|
292,575,318 |
|
13,550,552 |
|
|
|
|
|
|
|
|
|
|
Net loss per share - Basic |
$ |
(0.21) |
|
|
$ |
(3.11) |
|
|
$ |
(0.84) |
|
|
$ |
(12.59) |
|
|
Net loss per share - Diluted |
$ |
(0.21) |
|
|
$ |
(3.11) |
|
|
$ |
(1.28) |
|
|
$ |
(12.59) |
|
As a result of the Merger, the Company has retroactively adjusted
the weighted-average number of shares of Common Stock outstanding
prior to the Closing Date by multiplying them by the Exchange Ratio
of 0.9966 used to determine the number of shares of Common Stock
into which they converted. The Common Stock issued as a result of
the redeemable convertible preferred stock conversion on the
Closing Date was included in the basic net loss per share
calculation on a prospective basis.
Redeemable convertible preferred stock and preferred stock warrants
outstanding prior to the Merger Closing Date were excluded from the
diluted net loss per share calculation for the nine-months period
ended October 31, 2021, because including them would have had
an antidilutive effect.
ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The potential shares of Common Stock that were excluded from the
computation of diluted net loss per share attributable to common
stockholders at each period end because including them would have
had an antidilutive effect were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2021 |
|
October 31,
2020 |
|
|
|
Redeemable convertible preferred stock (on an as-converted
basis) |
— |
|
|
193,484,162 |
|
|
|
|
Options to purchase common stock |
24,855,043 |
|
|
37,547,865 |
|
|
|
|
Restricted stock units |
3,906,058 |
|
|
— |
|
|
|
|
Unvested early exercised common stock options |
164,778 |
|
|
129,717 |
|
|
|
|
Common stock and preferred stock warrants |
35,584,603 |
|
|
38,761,061 |
|
|
|
|
Employee stock purchase plan |
942,335 |
|
|
— |
|
|
|
|
Total potentially dilutive common share equivalents |
65,452,817 |
|
|
269,922,805 |
|
|
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of the financial condition and results of
operations of ChargePoint Holdings, Inc. (“ChargePoint” or the
“Company”) should be read in conjunction with ChargePoint’s
condensed consolidated financial statements and related notes
appearing elsewhere in this Quarterly Report, and the audited
consolidated financial statements for the year ended January 31,
2021 and related notes included in the Company’s registration
statement on Form S-1 filed with the SEC on October 14, 2021. This
discussion may contain forward-looking statements based upon
current expectations that involve risks and uncertainties.
ChargePoint’s actual results may differ materially from those
anticipated in these forward-looking statements as a result of
various factors, including those set forth under “Risk Factors” in
Part II, Item 1A of this report.
Overview
ChargePoint designs, develops and markets networked electric
vehicle (“EV”) charging system infrastructure (“Networked Charging
Systems”) and cloud-based services which enable consumers the
ability to locate, reserve, authenticate and transact EV charging
sessions (“Cloud” or “Cloud Services”). As part of ChargePoint’s
Networked Charging Systems, subscriptions and other offerings, it
provides an open platform that integrates with system hardware from
ChargePoint and other manufacturers, connecting systems over an
intelligent network that provides real-time information about
charging sessions and full control, support and management of the
Networked Charging Systems. This network provides multiple
web-based portals for charging system owners, fleet managers,
drivers and utilities.
ChargePoint generates revenue primarily through the sale of
Networked Charging Systems, Cloud Services and extended parts and
labor warranty (“Assure”), which are typically paid for upfront.
Assure also includes proactive monitoring, fast response times,
expert advice and robust reporting. The ChargePoint as a Service
(“CPaaS”) program combines the customer’s use of ChargePoint’s
owned and operated systems with Cloud Services, Assure and other
benefits available to subscribers into one subscription.
ChargePoint targets three key customer markets: commercial, fleet
and residential. Commercial customers have parking places largely
within their workplaces and includes retail, hospitality and
parking lot operators. Fleet includes municipal buses, delivery and
work vehicles, port/airport/warehouse and other industrial
applications, ridesharing services, and, is expected to eventually
include, autonomous transportation. Residential includes single
family homes and multifamily residences.
Since ChargePoint’s inception in 2007, it has been engaged in
developing and marketing its Networked Charging Systems,
subscriptions and other offerings, raising capital and recruiting
personnel. ChargePoint has incurred net operating losses and
negative cash flows from operations every year since its inception.
As of October 31, 2021, ChargePoint had an accumulated deficit
of $751.5 million. ChargePoint has funded its operations primarily
from customer payments, the issuance of redeemable convertible
preferred stock, exercise proceeds from options and warrants,
borrowings under loan facilities and proceeds from the Reverse
Recapitalization.
Recent Developments
Acquisitions
On August 11, 2021, ChargePoint acquired all of the outstanding
shares of ViriCiti B.V. (“ViriCiti”) for $79.4 million in cash,
subject to adjustment, as well as up to $7.7 million of
additional earnout consideration contingent on meeting certain
revenue targets through January 31, 2023. ViriCiti is a
Netherlands-based provider of electrification solutions for eBus
and commercial fleets with offices in the Netherlands and the
United States. The acquisition is expected to enhance ChargePoint’s
fleet solutions portfolio of hardware, software and services by
integrating information sources to optimize electric fleet
operations.
On October 6, 2021, ChargePoint acquired all of the outstanding
shares of has•to•be gmbh (“has•to•be” or “HTB”) for approximately
$232.2 million, consisting of $130.1 million paid in cash, subject
to further adjustments based on certain working capital positions,
and $102.1 million in the form of 5,695,176 shares of the
Company’s common stock, par value $0.0001 per share (“Common
Stock”), of which 885,592 shares, valued at $15.9 million, are
subject to escrow to secure potential future indemnification
claims. Has•to•be is an Austria-based e-mobility provider with a
European charging software platform. The acquisition is intended to
expand ChargePoint’s market share in Europe.
Earnout Shares
On February 26, 2021 (“Closing Date”), Switchback Energy
Acquisition Corporation (“Switchback”) consummated the previously
announced transactions pursuant to which Lightning Merger Su