☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
July 31, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Switchback Energy Acquisition Corporation
Delaware | 84-1747686 | |||
(State or other jurisdiction of incorporation or org anization) | ( Identification No.) | |||
240 East Hacienda Avenue Campbell, CA | 95008 | |||
(Address of principal executive offices) | (Zip Code) |
(214) 368-0821
Not Applicable
Title of each class | Trading Symbol(s) | Name of each exchangeon which registered | ||
Common Stock, par value $0.0001 | CHPT | New York Stock Exchange | ||
☐registrantregistrant: (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 ☐☒ No ☒ (§ company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer” and “smaller reporting company,” and “emerging growth company” in RuleLarge accelerated filer ☐ Accelerated filer ☐ ☒ Smaller reporting company ☒ Emerging growth company ☒ Exchange Act). Yes ☒☐ No ☐As of September 9, 2019, 31,411,763☒Class A common stock par value $0.0001 per share, and 7,852,941 sharesas of Class B common stock, par value $0.0001 per share, were issued and outstanding.August 31, 2021.SWITCHBACK ENERGY ACQUISITION CORPORATIONQuarterly Report on Form 10-Q
i
SWITCHBACK ENERGY ACQUISITION CORPORATION
CONDENSED BALANCE SHEET
JUNE 30, 2019
(UNAUDITED)
Assets: | ||||
Current assets: | ||||
Cash | $ | 66,727 | ||
Total current assets | 66,727 | |||
Deferred offering costs associated with the initial public offering | 316,416 | |||
Total assets | $ | 383,143 | ||
Liabilities and Stockholder’s Deficit: | ||||
Current liabilities: | ||||
Accounts payable | $ | 9,075 | ||
Accrued expenses | 279,063 | |||
Note payable - related party | 126,224 | |||
Total current liabilities | 414,362 | |||
Commitments and Contingencies | ||||
Stockholder’s Deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; none issued and outstanding | - | |||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 8,625,000 shares issued and outstanding(1) | 863 | |||
Additional paid-in capital | 24,137 | |||
Accumulated deficit | (56,219 | ) | ||
Total stockholder’s deficit | (31,219 | ) | ||
Total Liabilities and Stockholder’s Deficit | $ | 383,143 |
(1) Includes up to 1,125,000 sharesTable of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
The accompanying notes are an integral part of these unaudited condensed financial statements.
SWITCHBACK ENERGY ACQUISITION CORPORATION
CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 10, 2019 (INCEPTION) THROUGH JUNE 30, 2019
(UNAUDITED)
General and administrative expenses | $ | 56,219 | ||
Net loss | $ | (56,219 | ) | |
Weighted average shares of common stock outstanding, basic and diluted(1) | 7,500,000 | |||
Net loss per share of common stock, basic and diluted | $ | (0.01 | ) |
(1) Excludes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
The accompanying notes are an integral part of these unaudited condensed financial statements.
SWITCHBACK ENERGY ACQUISITION CORPORATION
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT
FOR THE PERIOD FROM MAY 10, 2019 (INCEPTION) THROUGH JUNE 30, 2019
(UNAUDITED)
Common Stock | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Stockholder’s | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance - May 10, 2019 (inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of Class B common stock to Sponsor(1) | - | - | 8,625,000 | 863 | 24,137 | - | 25,000 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (56,219 | ) | (56,219 | ) | |||||||||||||||||||
Balance - June 30, 2019 | - | $ | - | 8,625,000 | $ | 863 | 24,137 | $ | (56,219 | ) | $ | (31,219 | ) |
(1) Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
The accompanying notes are an integral part of these unaudited condensed financial statements.
SWITCHBACK ENERGY ACQUISITION CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 10, 2019 (INCEPTION) THROUGH JUNE 30, 2019
(UNAUDITED)
Cash Flows from Operating Activities: | ||||
Net loss | $ | (56,219 | ) | |
Changes in operating assets and liabilities: | ||||
Accounts payable | 6,023 | |||
Accrued expenses | 50,109 | |||
Net cash used in operating activities | (87 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
Proceeds received under note payable from related party | 41,814 | |||
Net cash provided by financing activities | 66,814 | |||
Net change in cash | 66,727 | |||
Cash - beginning of the period | - | |||
Cash - end of the period | $ | 66,727 | ||
Supplemental disclosure of noncash activities: | ||||
Offering costs included in accrued expenses | $ | 228,954 | ||
Offering costs included in accounts payable | $ | 3,052 | ||
Offering costs paid by related party under note payable from related party | $ | 84,410 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 — Description of Organization, Business Operations and Basis of Presentation
Switchback Energy Acquisition Corporation (the “Company”(this “Quarterly Report”) was incorporated in Delaware on May 10, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business in the energy industry in North America. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of June 30, 2019, the Company had not commenced any operations. All activity for the period from May 10, 2019 (inception) through June 30, 2019 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on July 25, 2019. On July 30, 2019, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.0 million, inclusive of $10.43 million in deferred underwriting commissions (Note 5). The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 4, 2019, the underwriters partially exercised the over-allotment option and, on September 6, 2019, the underwriters purchased an additional 1,411,763 units (the “Over-allotment Units”), generating gross proceeds of $14,117,630. The over-allotment option subsequently expired.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale (the “Private Placement”) of 5,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of approximately $8.0 million (Note 4). Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor purchased an additional 188,235 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,353.
Approximately $314.1 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering (including the Over-allotment Units) and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,”includes “forward-looking statements” within the meaning set forth inof Section 2(a)(16)27A of the Investment CompanySecurities Act of 1940,1933, as amended (the “Investment Company“Securities Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will provide holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering. In such case, the Company will only proceed with a Business Combination if, among other things, the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
Notwithstanding the foregoing, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 1321E 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 restrictedrelied 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 SponsorWarrants and the Company’s officersPrivate Placement Warrants (each as defined below), and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timingquantitative effects of the Company’s obligation to redeem 100%restatement of the Public Shares if the Company doesSwitchback Energy Acquisition Corporation’s (“Switchback”) consolidated historical financial statements.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 30, 2021 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares that they hold if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will berisk factors included herein. Forward-looking statements reflect current views about ChargePoint’s plans, strategies and prospects, which are based on information available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of this Quarterly Report. Except to the liquidationextent 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 |
ChargePoint Holdings, Inc. Unaudited Condensed Consolidated Financial Statements | ||||
6 | ||||
7 | ||||
8 | ||||
9 | ||||
11 | ||||
13 |
July 31, 2021 | January 31, 2021 | |||||||
(in thousands, except share and per share data) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 618,089 | $ | 145,491 | ||||
Restricted cash | 400 | 400 | ||||||
Accounts receivable, net of allowance of $2,000 as of July 31, 2021 and January 31, 2021 | 42,708 | 35,075 | ||||||
Inventories | 27,916 | 33,592 | ||||||
Prepaid expenses and other current assets | 22,138 | 12,074 | ||||||
Total current assets | 711,251 | 226,632 | ||||||
Property and equipment, net | 32,265 | 29,988 | ||||||
Operating lease right-of-use | 20,834 | 21,817 | ||||||
Goodwill | 1,215 | 1,215 | ||||||
Other assets | 5,023 | 10,468 | ||||||
Total assets | $ | 770,588 | $ | 290,120 | ||||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 28,416 | $ | 19,784 | ||||
Accrued and other current liabilities | 51,980 | 47,162 | ||||||
Deferred revenue | 47,769 | 40,934 | ||||||
Debt, current | — | 10,208 | ||||||
Total current liabilities | 128,165 | 118,088 | ||||||
Deferred revenue, noncurrent | 58,000 | 48,896 | ||||||
Debt, noncurrent | — | 24,686 | ||||||
Operating lease liabilities | 21,582 | 22,459 | ||||||
Common stock warrant liabilities | 26,868 | — | ||||||
Redeemable convertible preferred stock warrant liability | — | 75,843 | ||||||
Other long-term liabilities | 961 | 972 | ||||||
Total liabilities | 235,576 | 290,944 | ||||||
Commitments and contingencies (Note 7) | 0 | 0 | ||||||
Redeemable convertible preferred stock: $0.0001 par value; 0 and 185,180,248 shares authorized as of July 31, 2021 and January 31, 2021, respectively; 0 and 182,934,257 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively (liquidation value: $0 and $17,492,964 as of July 31, 2021 and January 31, 2021, respectively) | — | 615,697 | ||||||
Stockholders’ equity (deficit): | ||||||||
Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of July 31, 2021 and January 31, 2021, respectively; 322,170,484 and 22,961,032 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively | 32 | 2 | ||||||
Preferred stock, $0.0001 par value; 10,000,000 and 0 shares authorized as of July 31, 2021 and January 31, 2021, respectively; 0issued and outstanding as of July 31, 2021 and January 31, 2021 | 0— | 0— | ||||||
Additional paid-in capital | 1,216,893 | 62,736 | ||||||
Accumulated other comprehensive income | 150 | 155 | ||||||
Accumulated deficit | (682,063 | ) | (679,414 | ) | ||||
Total stockholders’ equity (deficit) | 535,012 | (616,521 | ) | |||||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ | 770,588 | $ | 290,120 | ||||
Three Months Ended July 31, | Six Months Ended July 31, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands, except share and per share data) | (in thousands, except share and per share data) | |||||||||||||||
Revenue | ||||||||||||||||
Networked charging systems | $ | 40,874 | $ | 21,368 | $ | 67,674 | $ | 41,025 | ||||||||
Subscriptions | 12,082 | 9,811 | 22,906 | 18,815 | ||||||||||||
Other | 3,165 | 3,778 | 6,051 | 7,893 | ||||||||||||
Total revenue | 56,121 | 34,957 | 96,631 | 67,733 | ||||||||||||
Cost of revenue | ||||||||||||||||
Networked charging systems | 35,384 | 20,408 | 59,126 | 39,024 | ||||||||||||
Subscriptions | 7,830 | 4,452 | 13,470 | 9,225 | ||||||||||||
Other | 2,130 | 1,069 | 4,041 | 2,692 | ||||||||||||
Total cost of revenue | 45,344 | 25,929 | 76,637 | 50,941 | ||||||||||||
Gross profit | 10,777 | 9,028 | 19,994 | 16,792 | ||||||||||||
Operating expenses | ||||||||||||||||
Research and development | 40,410 | 17,126 | 65,784 | 35,152 | ||||||||||||
Sales and marketing | 21,923 | 10,966 | 37,897 | 25,167 | ||||||||||||
General and administrative | 22,732 | 4,466 | 37,199 | 9,555 | ||||||||||||
Total operating expenses | 85,065 | 32,558 | 140,880 | 69,874 | ||||||||||||
Loss from operations | (74,288 | ) | (23,530 | ) | (120,886 | ) | (53,082 | ) | ||||||||
Interest income | 25 | 37 | 47 | 280 | ||||||||||||
Interest expense | — | (793 | ) | (1,499 | ) | (1,628 | ) | |||||||||
Change in fair value of redeemable convertible preferred stock warrant liability | — | (11,516 | ) | 9,237 | (10,981 | ) | ||||||||||
Change in fair value of common stock warrant liabilities | (10,421 | ) | — | 33,340 | — | |||||||||||
Change in fair value of contingent earnout liability | — | — | 84,420 | — | ||||||||||||
Transaction costs expensed | — | — | (7,031 | ) | — | |||||||||||
Other (expense) income, net | (189 | ) | 563 | (174 | ) | 131 | ||||||||||
Net loss before income taxes | (84,873 | ) | (35,239 | ) | (2,546 | ) | (65,280 | ) | ||||||||
Provision for income taxes | 65 | 48 | 103 | 105 | ||||||||||||
Net loss | $ | (84,938 | ) | $ | (35,287 | ) | $ | (2,649 | ) | $ | (65,385 | ) | ||||
Accretion of beneficial conversion feature of redeemable convertible preferred stock | — | (58,625 | ) | — | (58,625 | ) | ||||||||||
Cumulative dividends on redeemable convertible preferred stock | 0 | — | (4,292 | ) | — | |||||||||||
Deemed dividends attributable to vested option holders | 0 | — | (51,855 | ) | — | |||||||||||
Deemed dividends attributable to common stock warrant holders | 0 | — | (110,635 | ) | — | |||||||||||
Net loss attributable to common stockholders - Basic | $ | (84,938 | ) | $ | (93,912 | ) | $ | (169,431 | ) | $ | (124,010 | ) | ||||
Gain attributable to earnout shares issued | 0 | — | (84,420 | ) | — | |||||||||||
Change in fair value of dilutive warrants | (7,427 | ) | — | (53,540 | ) | — | ||||||||||
Net loss attributable to common stockholders - Diluted | $ | (92,365 | ) | $ | (93,912 | ) | $ | (307,391 | ) | $ | (124,010 | ) | ||||
Weighted average shares outstanding - Basic | 312,227,526 | 13,468,677 | 266,197,482 | 12,822,481 | ||||||||||||
Weighted average shares outstanding - Diluted | 313,602,100 | 13,468,677 | 275,577,000 | 12,822,481 | ||||||||||||
Net loss per share - Basic | $ | (0.27 | ) | $ | (6.97 | ) | $ | (0.64 | ) | $ | (9.67 | ) | ||||
Net loss per share - Diluted | $ | (0.29 | ) | $ | (6.97 | ) | $ | (1.12 | ) | $ | (9.67 | ) |
Three Months Ended July 31, | Six Months Ended July 31, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Net loss | $ | (84,938 | ) | $ | (35,287 | ) | $ | (2,649 | ) | $ | (65,385 | ) | ||||
Other comprehensive income (loss): | ||||||||||||||||
Foreign currency translation adjustment | (12 | ) | 92 | (5 | ) | 36 | ||||||||||
Unrealized loss on short-term investments, net of t a x | — | (23 | ) | — | (23 | ) | ||||||||||
Other comprehensive (loss) income | (12 | ) | 69 | (5 | ) | 13 | ||||||||||
Comprehensive loss | $ | (84,950 | ) | $ | (35,218 | ) | $ | (2,654 | ) | $ | (65,372 | ) | ||||
Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ (Deficit) Equity | |||||||||||||||||||||||||||
Shares (1) | Amount | Shares (1) | Amount | |||||||||||||||||||||||||||||
(in thousands, except share data) | ||||||||||||||||||||||||||||||||
Balances as of January 31, 2021 | 182,934,257 | $ | 615,697 | 22,961,032 | $ | 2 | $ | 62,736 | $ | 155 | $ | (679,414 | ) | $ | (616,521 | ) | ||||||||||||||||
Conversion of redeemable conv e rtible preferred stock into common stock in connection with the reverse recapitalization, including impact of SeriesH-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 | 0 | 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 | |||||||||||||||||
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 | ) | ||||||||||||||||
(1) | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 3. |
Six Months Ended July 31, | ||||||||
2021 | 2020 | |||||||
(in thousands) | ||||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (2,649 | ) | $ | (65,385 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 5,576 | 4,684 | ||||||
Non-cash operating lease cost | 1,963 | 1,749 | ||||||
Stock-based compensation | 35,870 | 2,100 | ||||||
Amortization of deferred contract acquisition costs | 829 | 538 | ||||||
Change in fair value of redeemable convertible preferred stock warrant liability | (9,237 | ) | — | |||||
Change in fair value of common stock warrant liabilities | (33,340 | ) | 10,981 | |||||
Change in fair value of contingent earnout liability | (84,420 | ) | — | |||||
Transaction costs expensed | 7,031 | — | ||||||
Other | 1,236 | 683 | ||||||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||||
Accounts receivable, net | (7,657 | ) | 16,188 | |||||
Inventories | 5,620 | (7,427 | ) | |||||
Prepaid expenses and other assets | (9,325 | ) | (3,335 | ) | ||||
Operating lease liabilities | (953 | ) | (2,031 | ) | ||||
Accounts payable | 9,293 | (9,324 | ) | |||||
Accrued and other liabilities | 3,027 | (4,054 | ) | |||||
Deferred revenue | 15,938 | 4,564 | ||||||
Net cash used in operating activities | (61,198 | ) | (50,069 | ) | ||||
Cash flows from investing activities | ||||||||
Purchases of property and equipment | (7,788 | ) | (5,962 | ) | ||||
Maturities of investments | — | 47,014 | ||||||
Net cash (used in) provided by investing activities | (7,788 | ) | 41,052 | |||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of redeemable convertible preferred stock | — | 92,433 | ||||||
Proceeds from the exercise of public warrants | 117,598 | 31,390 | ||||||
Merger and PIPE financing | 511,646 | — | ||||||
Payments of transaction costs related to Merger | (32,468 | ) | — | |||||
Payment of tax withholding obligations on settlement of earnout shares | (20,894 | ) | — | |||||
Repayment of borrowings | (36,051 | ) | — | |||||
Proceeds from exercises of vested and unvested stock options | 1,759 | 1,542 | ||||||
Net cash provided by financing activities | 541,590 | 125,365 | ||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (6 | ) | 36 | |||||
Net increase in cash, cash equivalents, and restricted cash | 472,598 | 116,384 | ||||||
Cash, cash equivalents, and restricted cash at beginning of period | 145,891 | 73,153 | ||||||
Cash, cash equivalents, and restricted cash at end of period | $ | 618,489 | $ | 189,537 | ||||
Six Months Ended July 31, | ||||||||
2021 | 2020 | |||||||
(in thousands) | ||||||||
Supplementary cash flow information | ||||||||
Cash paid for interest | $ | 344 | $ | 1,402 | ||||
Cash paid for taxes | $ | 115 | $ | 105 | ||||
Supplementary cash flow information on noncash investing and financing activities | ||||||||
Accretion of beneficial conversion feature of redeemable convertible preferred stock | $ | — | $ | 58,625 | ||||
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 | $ | — |
1. | Description of Businessand Basis of Presentation |
fiscal year ending January 31, 2022.
2022.
2. | Summary of Significant Accounting Policies |
Emerging Growth Company
the same
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparisonoutstanding 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 C
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies
and Other Risks and Uncertainties
a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance.
In some circumstances, the inputs used to measure fair value might be categorized within different levels
As of June 30, 2019, the carrying values of cash, accounts payable, accrued expenses, and note payable to related party approximate their fair values due to thehighly liquid, short-term nature of these instruments.
Useamount of Estimates
contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and
Deferred Offering Costs Associated with the Initial Public Offering
Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through 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
3. | Reverse Recapitalization |
Net Loss Per ShareMerger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of Common Stock
Net loss per sharethe Merger:
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Income Taxes
The Company followsissuance of Common Stock upon the assetpotential future exercise of Legacy ChargePoint stock options and liability methodwarrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of accounting for income taxes. Deferred tax assets and liabilities are recognizedCommon Stock were reserved for the estimatedpotential future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
For tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements
In July 2017, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacementissuance of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this guidance at inception. As a result, the warrants to be issued inearnout shares.
The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements that, if currently adopted, would haveNew PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a material effect on the Company’s financial statements.
Note 3 — Initial Public Offering
On July 30, 2019, the Company sold 30,000,000 Units at apurchase price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Certain officers and directors of the Company purchased 200,000 (the “Affiliated Units”) of the 30,000,000 Units sold in the Initial Public Offering for an aggregate purchase price of $2.0 million.
$225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The Company grantedPIPE Financing closed simultaneously with the underwriters a 45-day option from the dateconsummation of the final prospectus relatingMerger.
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 4 — Related Party Transactions
Founder Shares
On May 16, 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”)execution of the Company’sMerger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock par value $0.0001shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to Switchback Public Offering on May 16, 2019 ( “Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally, 900,000 Founder Earn Back Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of Common Stock
The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchasedSwitchback into an aggregate of 5,333,333additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating grosswarrant in satisfaction of $1.5 million principal amount of such loans.
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 from the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 0.9966. All fractional shares were rounded down. |
4. | Fair Value Measurements |
Fair Value Measured as of July 31, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 454,713 | $ | — | $ | — | $ | 454,713 | ||||||||
Total financial assets | $ | 454,713 | $ | — | $ | — | $ | 454,713 | ||||||||
Liabilities | ||||||||||||||||
Common stock warrant liabilities (Private Placement) | $ | — | $ | — | $ | 26,868 | $ | 26,868 | ||||||||
Total financial liabilities | $ | 0 | $ | — | $ | 26,868 | $ | 26,868 | ||||||||
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 | ||||||||
Redeemable convertible preferred stock warrant liability | Private placement warrant liability | 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 | 49,264 | 84,420 | |||||||||
Reclassification of warrants to stockholders’ equity (deficit) due to exercise | — | 51,756 | — | |||||||||
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 | |||||||||
Fair value as of July 31, 2021 | $ | — | $ | (26,868 | ) | $ | — | |||||
5. | Composition ofCertain Financial Statement Items |
July 31, 2021 | January 31, 2021 | |||||||
(in thousands) | ||||||||
Raw materials | $ | 8,421 | $ | 13,029 | ||||
Work-in-progress | 0 | 68 | ||||||
Finished goods | 19,495 | 20,495 | ||||||
Total Inventories | $ | 27,916 | $ | 33,592 | ||||
July 31, 2021 | January 31, 2021 | |||||||
(in thousands) | ||||||||
Furniture and fixtures | $ | 899 | $ | 1,594 | ||||
Computers and software | 5,843 | 5,384 | ||||||
Machinery and equipment | 12,140 | 10,605 | ||||||
Tooling | 9,666 | 7,705 | ||||||
Leasehold improvements | 9,680 | 9,398 | ||||||
Owned and operated systems | 20,582 | 17,703 | ||||||
Construction in progress | 2,760 | 2,462 | ||||||
61,570 | 54,851 | |||||||
Less: Accumulated depreciation | (29,305 | ) | (24,863 | ) | ||||
Total Property and Equipment, Net | $ | 32,265 | $ | 29,988 | ||||
July 31, 2021 | January 31, 2021 | |||||||
(in thousands) | ||||||||
Accrued expenses | $ | 19,113 | $ | 18,404 | ||||
Refundable customer deposits | 7,488 | 6,482 | ||||||
Taxes payable | 6,495 | 5,213 | ||||||
Payroll and related expenses | 7,372 | 7,547 | ||||||
Warranty accruals | 3,100 | 3,000 | ||||||
Operating lease liabilities, current | 3,130 | 2,393 | ||||||
Other liabilities | 5,282 | 4,123 | ||||||
Total Accrued and Other Current Liabilities | $ | 51,980 | $ | 47,162 | ||||
Three Months Ended July 31, | Six Months Ended July 31, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
United States | $ | 51,109 | $ | 32,347 | $ | 86,219 | $ | 62,638 | ||||||||
Rest of World | 5,012 | 2,610 | 10,412 | 5,095 | ||||||||||||
Total revenue | $ | 56,121 | $ | 34,957 | $ | 96,631 | $ | 67,733 | ||||||||
6. | Debt |
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion ofJuly 31, 2021 and January 31, 2021.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
On May 16, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover organizational expenses and expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the completion of the Initial Public Offering. As of June 30, 2019, the Company has borrowed approximately $126,000 under the Note. The Company repaid the Noteentire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million.
7. | Commitmentsand Contingencies |
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliateissuance of the Sponsor, or certaincondensed consolidated financial statements indicates it is probable a loss has been incurred as of the Company’s officersdate of the condensed consolidated financial statements and directors may, butthe 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.
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 5 — Commitmentsoperating leases as of July 31, 2021 (in thousands):
(in thousands) | ||||
2022 (remaining six months) | $ | 2,759 | ||
2023 | 5,111 | |||
2024 | 4,329 | |||
2025 | 4,153 | |||
2026 | 3,837 | |||
Thereafter | 13,871 | |||
Total undiscounted operating lease payments | 34,060 | |||
Less: imputed interest | (9,348 | ) | ||
Total operating lease liabilities | 24,712 | |||
Less: current portion of operating lease liabilities | (3,130 | ) | ||
Operating lease liabilities, noncurrent | $ | 21,582 | ||
Registration Rights
The holdersthe Company issued 60,746,989 shares for an aggregate purchase price of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion$200.5 million, net of Working Capital Loans, if any, (and anyissuance costs of $29.4 million. Immediately following the Merger, there were 277,768,357 shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Except for the Affiliated Units, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.96 million in the aggregate, paid upon closing of the Initial Public Offering. An additional fee of approximately $282,353 in the aggregate was due in connection with the closing of the sale of the Over-allotment Units.
In addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.92 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Note 6 — Stockholders’ Deficit
Class A Common Stock — As of June 30, 2019, the Company was authorized to issue 125,000,000 shares of Class A common stockoutstanding with a par value of $0.0001 per share. On July 25, 2019, the Company amended its Certificate$0.0001. The holder of Incorporation to allow authorizationeach share of 200,000,000 shares of Class A common stock. As of June 30, 2019, there were no shares of Class A common stock issued or outstanding.
Class B Common Stock — As of June 30, 2019,is entitled to one vote.
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Priorprior to February 26, 2021 to give effect to the initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. These provisions of the Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or stock exchange rule, holders of the Company’s Class A common stock and holders of the Company’s Class B common stock will vote together as a single class, with each share entitling the holder to one vote.
The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold
Preferred Stock — The Company iswere authorized to issue 1,000,000at $0.0001 par value, with 299,771,284 shares designated as Common Stock and 185,180,248 shares of redeemable convertible preferred stock.
July 31, 2021 | ||||
Stock options issued and outstanding | 26,401,717 | |||
Restricted stock units outstanding | 4,017,149 | |||
Common stock warrants outstanding | 39,249,702 | |||
Shares available for grant under 2021 Equity Incentive Plan | 40,878,653 | |||
Shares available for grant under 2021 ESPP | 8,177,683 | |||
Total shares of common stock reserved | 118,724,904 | |||
9. | Stock Warrants andEarnout |
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 |
July 31, 2021 | February 26, 2021 | |||||||
Market price of public stock | $ | 23.65 | $30.83 | |||||
Exercise price | $ | 11.50 | $11.50 | |||||
Expected term (years) | 4.6 | 5.0 | ||||||
Volatility | 70.2 | % | 73.5 | % | ||||
Risk-free interest rate | 0.6 | % | 0.8 | % | ||||
Dividend rate | 0.0 | % | 0.0 | % |
Legacy Common and Preferred Stock 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 | (1,685,185 | ) | (4,347,712 | ) | (10,226,081 | ) | (16,258,978 | ) | ||||||||
Warrants Redeemed | — | — | (244,481 | ) | (244,481 | ) | ||||||||||
Outstanding as of July 31, 2021 | 37,075,846 | 2,173,856 | 0 | 39,249,702 | ||||||||||||
(1) | The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3. |
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject tothree equal tranches if certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable for cash so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
SWITCHBACK ENERGY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company may call the Public Warrants for redemption:
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” asEarnout Triggering Events (as described in the warrant agreement.
In addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock (including both Public Warrants and Private Placement Warrants):
The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issuevolume weighted-average price or effective issue price of less than $9.20(“VWAP”) per share of common stock (with suchquoted on the NYSE (or the exchange on which the shares of common stock are then listed) is greater or equal to $15.00, $20.00 and $30.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period.
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 |
10. | Equity Plans and Stock-based Compensation |
Number of Stock Option Awards | Weighted Average Exercise Price | Weighted Average Remaining Contractual term (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
Outstanding as of January 31, 2021 | 30,166,792 | $ | 0.71 | 7.3 | $ | 1,064,539 | ||||||||||
Options exercised | (3,292,219 | ) | $ | 0.53 | ||||||||||||
Options forfeited | (452,893 | ) | $ | 0.73 | ||||||||||||
Options expired | (19,963 | ) | $ | 53.22 | ||||||||||||
Outstanding as of July 31, 2021 | 26,401,717 | $ | 0.69 | 7.0 | $ | 606,280 | ||||||||||
Options vested and expected to vest as of July 31, 2021 | 25,667,621 | $ | 0.69 | 7.0 | $ | 589,470 | ||||||||||
Exercisable as of July 31, 2021 | 16,457,228 | $ | 0.66 | 6.3 | $ | 378,402 | ||||||||||
Number of Shares | Weighted Average Grant Date Fair Value per Share | |||||||
Outstanding as of January 31, 2021 | 0 | $ | 0 | |||||
RSU granted | 4,680,439 | $ | 27.38 | |||||
RSU vested | (652,901 | ) | $ | 27.30 | ||||
RSU forfeited | (10,389 | ) | $ | 27.30 | ||||
Outstanding as of July 31, 2021 | 4,017,149 | $ | 27.40 | |||||
Three Months Ended July 31, | Six Months Ended July 31, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Cost of revenue | $ | 2,164 | $ | 41 | $ | 2,188 | $ | 64 | ||||||||
Research and development | 13,682 | 454 | 14,357 | 757 | ||||||||||||
Sales and marketing | 4,169 | 356 | 4,767 | 655 | ||||||||||||
General and administrative | 8,278 | 339 | 14,558 | 624 | ||||||||||||
Total stock-based compensation expense | $ | 28,293 | $ | 1,190 | $ | 35,870 | $ | 2,100 | ||||||||
11. | IncomeTaxes |
12. | Related Party Transactions |
Three Months Ended July 31, | Six Months Ended July 31, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Daimler | $ | 2,071 | $ | 850 | $ | 3,406 | $ | 1,576 | ||||||||
Revenue from related parties | $ | 2,071 | $ | 850 | $ | 3,406 | $ | 1,576 | ||||||||
Three Months Ended July 31, | Six Months Ended July 31, | |||||||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||||||
(in thousands, except share and per share data) | (in thousands, except share and per share data) | |||||||||||||||||||
Numerator: | ||||||||||||||||||||
Net income (loss) | $ | (84,938 | ) | $ | (35,287 | ) | $ | (2,649 | ) | $ | (65,385 | ) | ||||||||
Adjust: Accretion of beneficial conversionfeature of redeemable convertible preferred stock | 0 | (58,625 | ) | 0 | (58,625 | ) | ||||||||||||||
Adjust: redeemable convertible preferred stock | 0 | — | (4,292 | ) | — | |||||||||||||||
Adjust: | 0 | — | (51,855 | ) | — | |||||||||||||||
Adjust: | 0 | — | (110,635 | ) | — | |||||||||||||||
Net loss attributable to common stockholders - Basic | (84,938 | ) | (93,912 | ) | (169,431 | ) | (124,010 | ) | ||||||||||||
Less: | 0 | — | (84,420 | ) | — | |||||||||||||||
Less: | (7,427 | ) | — | (53,540 | ) | — | ||||||||||||||
Net loss attributable to common stockholders - Diluted | $ | (92,365 | ) | $ | (93,912 | ) | $ | (307,391 | ) | $ | (124,010 | ) | ||||||||
Denominator: | ||||||||||||||||||||
Weighted average common shares outstanding | 312,465,016 | 13,537,501 | 266,473,703 | 12,822,481 | ||||||||||||||||
Less: restricted shares and shares subject to repurchase | (237,490 | ) | (68,824 | ) | (276,221 | ) | 0 | |||||||||||||
Weighted average shares outstanding - Basic | 312,227,526 | 13,468,677 | 266,197,482 | 12,822,481 | ||||||||||||||||
Add: | 0 | 0 | 7,464,203 | 0 | ||||||||||||||||
Add: | 1,374,574 | 0 | 1,915,315 | 0 | ||||||||||||||||
Weighted average shares outstanding - Diluted | 313,602,100 | 13,468,677 | 275,577,000 | 12,822,481 | ||||||||||||||||
Net loss per share - Basic | $ | (0.27 | ) | $ | (6.97 | ) | $ | (0.64 | ) | $ | (9.67 | ) | ||||||||
Net loss per share - Diluted | $ | (0.29 | ) | $ | (6.97 | ) | $ | (1.12 | ) | $ | (9.67 | ) | ||||||||
July 31, 2021 | July 31, 2020 | |||||||
Redeemable convertible preferred stock (on an as-converted basis) | 0 | 192,469,995 | ||||||
Options to purchase common stock | 26,401,717 | 39,463,877 | ||||||
Restricted stock units | 4,017,149 | 0 | ||||||
Unvested early exercised common stock options | 211,464 | 102,781 | ||||||
Common stock and preferred stock warrants | 37,075,846 | 38,193,342 | ||||||
Total potentially dilutive common share equivalents | 67,706,176 | 270,229,995 | ||||||
In no event willoutstanding shares of ViriCiti B.V. (“ViriCiti”) for approximately
Note 7 — Subsequent Events
Commencing on the date that the securities of the Company were first listed on the New York Stock Exchange, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the Company’s initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date uppreliminary purchase price allocation related to the date that the financial statements were issued. Other than as described above and in these financial statements in relation to the Company’s Initial Public Offering (Note 3) and related transactions, the Company didacquisition was not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27Aselected countries in Europe. Europe is expected to be a significant contributor to ChargePoint’s revenue in future years. ChargePoint is using a portion of the Securities Actproceeds from the Merger to increase its sales and marketing activities in Europe. ChargePoint is also positioned to grow its European business through existing partnerships with car leasing companies, its recently closed acquisition of 1933,ViriCiti, and its pending acquisition of has.to.be. In Europe ChargePoint primarily competes with smaller providers of EV charging station networks. Many of these competitors have limited funding, which could cause poor experiences and have a negative impact on overall EV adoption in Europe. ChargePoint’s growth in Europe requires differentiating itself as amended (the “Securities Act”),compared to these existing competitors. If ChargePoint is unable to continue penetrating the market in Europe, its financial condition and Section 21Eresults of the Securities Exchange Actoperations may be impacted.
Overview
Wecharacterized
Our registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on July 25, 2019. On July 30, 2019, we consummated the Initial Public Offeringability of 30,000,000 units (the “Units”its direct sales force to travel to customers and with respectpotential customers, all of which could adversely affect its business, results of operations and financial condition.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale (the “Private Placement”) of 5,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of approximately $8.0 million. Simultaneously with the closing of the sale of Level 2 AC chargers. ChargePoint recognizes revenue from sales of Networked Charging Systems upon shipment to the Over-allotment Units, our Sponsor purchased an additional 188,235 Private Placement Warrantscustomer, which is when the performance obligation has been satisfied.
Approximately $314.1 million ($10.00 per Unit)straight-line basis over the performance period of the net proceedsservice contract as ChargePoint has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered.
July 31, | ||||||||||||||||
Networked Charging Systems | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 40,874 | $ | 21,368 | $ | 19,506 | 91.3 | % | ||||||||
Percentage of total revenue | 72.8 | % | 61.1 | % | ||||||||||||
Six months ended | $ | 67,674 | $ | 41,025 | $ | 26,649 | 65.0 | % | ||||||||
Percentage of total revenue | 70.0 | % | 60.6 | % |
If we are unable to complete a Business Combination within 24six months from the closing of the Initial Public Offering, orended July 30,31, 2021, (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equalcompared to the aggregate amount then on depositthree and six months ended July 31, 2020, primarily due to higher demand from customers resulting in higher volumes of systems delivered across all of ChargePoint’s major product families.
July 31, | ||||||||||||||||
Subscriptions | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 12,082 | $ | 9,811 | $ | 2,271 | 23.1 | % | ||||||||
Percentage of total revenue | 21.5 | % | 28.1 | % | ||||||||||||
Six months ended | $ | 22,906 | $ | 18,815 | $ | 4,091 | 21.7 | % | ||||||||
Percentage of total revenue | 23.7 | % | 27.8 | % |
July 31, | ||||||||||||||||
Other revenue | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 3,165 | $ | 3,778 | $ | (613 | ) | (16.2 | )% | |||||||
Percentage of total revenue | 5.6 | % | 10.8 | % | ||||||||||||
Six months ended | $ | 6,051 | $ | 7,893 | $ | (1,842 | ) | (23.3 | )% | |||||||
Percentage of total revenue | 6.3 | % | 11.7 | % |
July 31, | ||||||||||||||||
Cost of networked charging systems revenue | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 35,384 | $ | 20,408 | $ | 14,976 | 73.4 | % | ||||||||
Percentage of networked charging systems revenue | 86.6 | % | 95.5 | % | ||||||||||||
Six months ended | $ | 59,126 | $ | 39,024 | $ | 20,102 | 51.5 | % | ||||||||
Percentage of networked charging systems revenue | 87.4 | % | 95.1 | % |
July 31, | ||||||||||||||||
Cost of subscriptions revenue | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 7,830 | $ | 4,452 | $ | 3,378 | 75.9 | % | ||||||||
Percentage of subscriptions revenue | 64.8 | % | 45.4 | % | ||||||||||||
Six months ended | $ | 13,470 | $ | 9,225 | $ | 4,245 | 46.0 | % | ||||||||
Percentage of subscriptions revenue | 58.8 | % | 49.0 | % |
July 31, | ||||||||||||||||
Cost of other revenue | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 2,130 | $ | 1,069 | $ | 1,061 | 99.3 | % | ||||||||
Percentage of other revenue | 67.3 | % | 28.3 | % | ||||||||||||
Six months ended | $ | 4,041 | $ | 2,692 | $ | 1,349 | 50.1 | % | ||||||||
Percentage of other revenue | 66.8 | % | 34.1 | % |
July 31, | ||||||||||||||||
Gross Profit and Gross Margin | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 10,777 | $ | 9,028 | $ | 1,749 | 19.4 | % | ||||||||
Gross margin | 19.2 | % | 25.8 | % | ||||||||||||
Six months ended | $ | 19,994 | $ | 16,792 | $ | 3,202 | 19.1 | % | ||||||||
Gross margin | 20.7 | % | 24.8 | % |
Results of Operations
Our only activities from inception through June 30, 2019personnel related to our formationthe development of improvements and expanded features for ChargePoint’s services, as well as quality assurance, testing, product management, amortization of capitalized
July 31, | ||||||||||||||||
Research and development expenses | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 40,410 | $ | 17,126 | $ | 23,284 | 136.0 | % | ||||||||
Percentage of total revenue | 72.0 | % | 49.0 | % | ||||||||||||
Six months ended | $ | 65,784 | $ | 35,152 | $ | 30,632 | 87.1 | % | ||||||||
Percentage of total revenue | 68.1 | % | 51.9 | % |
July 31, | ||||||||||||||||
Sales and marketing expenses | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 21,923 | $ | 10,966 | $ | 10,957 | 99.9 | % | ||||||||
Percentage of total revenue | 39.1 | % | 31.4 | % | ||||||||||||
Six months ended | $ | 37,897 | $ | 25,167 | $ | 12,730 | 50.6 | % | ||||||||
Percentage of total revenue | 39.2 | % | 37.2 | % |
July 31, | ||||||||||||||||
General and administrative expenses | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 22,732 | $ | 4,466 | $ | 18,266 | 409.0 | % | ||||||||
Percentage of total revenue | 40.5 | % | 12.8 | % | ||||||||||||
Six months ended | $ | 37,199 | $ | 9,555 | $ | 27,644 | 289.3 | % | ||||||||
Percentage of total revenue | 38.5 | % | 14.1 | % |
July 31, | ||||||||||||||||
Interest Income | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 25 | $ | 37 | $ | (12 | ) | (32.4 | )% | |||||||
Percentage of total revenue | — | % | 0.1 | % | ||||||||||||
Six months ended | $ | 47 | $ | 280 | $ | (233 | ) | (83.2 | )% | |||||||
Percentage of total revenue | — | % | 0.4 | % |
July 31, | ||||||||||||||||
Interest Expense | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | — | $ | (793 | ) | $ | 793 | (100.0 | )% | |||||||
Percentage of total revenue | — | % | (2.3 | )% | ||||||||||||
Six months ended | $ | (1,499 | ) | $ | (1,628 | ) | $ | 129 | (7.9 | )% | ||||||
Percentage of total revenue | (1.6 | )% | (2.4 | )% |
Foroperations. ChargePoint adjusts the period from May 10, 2019 (inception) through June 30, 2019, we had a net loss of approximately $56,000, which consists solely of general and administrative expenses.
Liquidity and Capital Resources
Our liquidity needs up to June 30, 2019 were satisfied through receipt of a $25,000 capital contribution from our Sponsorliability for changes in exchange forfair value until the issuanceearlier of the Class B commonexercise or expiration of the warrants and conversion of redeemable convertible preferred stock to our Sponsorinto the Company’s Common Stock.
July 31, | ||||||||||||||||
Change in fair value of redeemable convertible preferred stock warrant liability | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | — | $ | (11,516 | ) | $ | 11,516 | (100.0 | )% | |||||||
Percentage of total revenue | — | % | (32.9 | )% | ||||||||||||
Six months ended | $ | 9,237 | $ | (10,981 | ) | $ | 20,218 | (184.1 | )% | |||||||
Percentage of total revenue | 9.6 | % | (16.2 | )% |
In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”Warrants”). As of June 30, 2019, there were no amounts outstanding under any Working Capital Loan.
Contractual Obligations
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred which ChargePoint assumed in connection with the filingMerger and are subject to remeasurement to fair value at each balance sheet date. ChargePoint expects to incur an incremental income (expense) in the condensed consolidated statements of any such registration statements.
Underwriting Agreement
Exceptoperations for the Affiliated Units,fair value adjustments for the underwriters were entitledoutstanding common stock warrant liabilities at the end of each reporting period or through the exercise of such warrants.
July 31, | ||||||||||||||||
Change in fair value of common stock warrant liability | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | (10,421 | ) | $ | — | $ | (10,421 | ) | — | % | ||||||
Percentage of total revenue | (18.6 | )% | — | % | ||||||||||||
Six months ended | $ | 33,340 | $ | — | $ | 33,340 | — | % | ||||||||
Percentage of total revenue | 34.5 | % | — | % |
July 31, | ||||||||||||||||
Change in fair value of contingent earnout liability | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | — | $ | — | $ | — | — | % | ||||||||
Percentage of total revenue | — | % | — | % | ||||||||||||
Six months ended | $ | 84,420 | $ | — | $ | 84,420 | — | % | ||||||||
Percentage of total revenue | 87.4 | % | — | % |
In addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.92 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
Deferred OfferingAssociated with the Initial Public OfferingDeferred offeringExpensed
July 31, | ||||||||||||||||
Transaction costs expensed | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | — | $ | — | $ | — | — | % | ||||||||
Percentage of total revenue | — | % | — | % | ||||||||||||
Six months ended | $ | (7,031 | ) | $ | — | $ | (7,031 | ) | — | % | ||||||
Percentage of total revenue | (7.3 | )% | — | % |
July 31, | ||||||||||||||||
Other income (expense), net | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | (189 | ) | $ | 563 | $ | (752 | ) | (133.6 | )% | ||||||
Percentage of total revenue | (0.3 | )% | 1.6 | % | ||||||||||||
Six months ended | $ | (174 | ) | $ | 131 | $ | (305 | ) | (232.8 | )% | ||||||
Percentage of total revenue | (0.2 | )% | 0.2 | % |
July 31, | ||||||||||||||||
Provision for income taxes | 2021 | 2020 | Change | |||||||||||||
(dollar amounts in thousands) | ||||||||||||||||
Three months ended | $ | 65 | $ | 48 | $ | 17 | 35.4 | % | ||||||||
Percentage of profit/(loss) before provision for income taxes | (0.1 | )% | (0.1 | )% | ||||||||||||
Six months ended | $ | 103 | $ | 105 | $ | (2 | ) | (1.9 | )% | |||||||
Percentage of profit/(loss) before provision for income taxes | (4.0 | )% | (0.2 | )% |
Net Loss Per Share31, 2021 as compared to the three and six months ended July 31, 2020.
pursuant to separate subscription agreements (the “PIPE financing”). During the six months ended July 31, 2021, ChargePoint received $117.6 million in proceeds from the Public Warrants.
Six Months Ended July 31, | ||||||||
2021 | 2020 | |||||||
(in thousands) | ||||||||
Net cash (used in) provided by: | ||||||||
Operating activities | $ | (61,198 | ) | $ | (50,069 | ) | ||
Investing activities | (7,788 | ) | 41,052 | |||||
Financing activities | 541,590 | 125,365 | ||||||
Effects of exchange rates on cash, cash equivalents, and restricted cash | (6 | ) | 36 | |||||
Net increase in cash, cash equivalents, and restricted cash | $ | 472,598 | $ | 116,384 | ||||
Recent Accounting Pronouncements
In July 2017,judgments ChargePoint makes about the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be classified as liabilities. A company will recognize thecarrying value of a down round feature only whenassets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond ChargePoint’s control. Should any of these estimates and assumptions change or prove to have been incorrect, it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We adopted this guidance at inception. As a result, the warrants to be issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants to our Sponsor will be equity-classified.
Our management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements that, if currently adopted, wouldcould have a material effectimpact on ourChargePoint’s results of operations, financial statements.
Off-Balance Sheet Arrangements
Asposition and statement of June 30, 2019, we did notcash flows.
JOBS Act
On April 5, 2012,January 31, 2021 and 2020 and for the Jumpstart Our Business Startups Actyears ended January 31, 2021, 2020 and 2019.
Changesnot effective at the reasonable assurance level as of such date. Notwithstanding these material weaknesses, management has concluded that the condensed consolidated financial statements included in this quarterly report on Form
During
Unregistered Sales
On May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 Founder Shares for $25,000, or approximately $0.003 per share. The Founder Shares will automatically convert into9, 2021, 224,656,707 shares of our Class A commonChargePoint’s Common Stock or 69.9% of all outstanding shares of its Common Stock were currently prohibited or otherwise restricted from being sold in the public market under securities laws or
Simultaneously with the closing of the InitialMerger that are so restricted will be able to be sold in the public market under Rule 144 beginning on March 1, 2022. Shares issued upon the exercise of stock options outstanding under ChargePoint’s equity incentive plans or pursuant to future awards granted under those plans will become available for sale in the public market to the extent permitted by the provisions of applicable vesting schedules, any applicable market standoff and
Use of Proceeds
On July 30, 2019, we consummatedpublic market could adversely affect the Initial Public Offering of 30,000,000 Units. The Units were sold at amarket price of $10.00 per Unit, generating gross proceeds of $300.0 million. Certain of our officers and directors purchased 200,000 of the 30,000,000 Units sold in the Initial Public Offering for an aggregate purchase price of $2.0 million. its Common Stock.
On July 30, 2019, simultaneously with the closing of the Initial Public Offering, we completed the private sale of 5,333,333 Private Placement Warrants are accounted for as a warrant liability and recorded at a purchasefair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of $1.50 per Private Placement Warrantthe Company’s Common Stock.
Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and Tudor, Pickering, Holt & Co. Securities, Inc. served as underwriters for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-232501) (the “Registration Statement”). The SEC declared the Registration Statement effective on July 25, 2019.
From May 10, 2019 (inception) through June 30, 2019, we incurred approximately $316,000 for costs and expenses related to the Initial Public Offering. In connection with the closing of the Initial Public Offering, we paid a total of approximately $6.24 million in underwriting discounts and commissions. In addition, the underwriters agreed to defer approximately $10.92 million in underwriting discounts and commissions, which amount will be payable upon consummation of the initial Business Combination. Prior to the closing of the Initial Public Offering, the Sponsor loaned us approximately $251,000 under the Note. We repaid this Note to our Sponsor on August 12, 2019. There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our final prospectus filed with the SEC on July 29, 2019.
After deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $10.92 million, which amount will be payable upon consummation of the initial Business Combination) and offering expenses, the total net proceeds from the Initial Public Offering and the sale ofevaluate the Private Placement Warrants were approximately $315.1 million,to determine whether they should be accounted for as a warrant liability or as equity. The Company has concluded that the Private Placement Warrants contain provisions requiring liability classification as of which approximately $314.1 million (or $10.00 per share soldJuly 31, 2021. Therefore, the Company is accounting for the Private Placement Warrants as a warrant liability at fair value upon issuance. The Company records any subsequent changes in fair value as of the Initial Public Offering) was placedend of each reporting period. The impact of changes in fair value on earnings may have an adverse effect on its results of operations based on factors that are outside of its control.
(a) | Exhibits: |
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CHARGEPOINT HOLDINGS, INC. | ||
By: | /s/ Rex S. Jackson | |
Name: | ||
Title: | ||
Chief |
Date: September 9, 2019
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