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, 2025 and related notes included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 28, 2025. 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 Quarterly Report.
Overview
ChargePoint designs, develops and markets networked electric vehicle ("EV") charging system infrastructure ("Networked Charging Systems") connected through cloud-based services (the "ChargePoint Platform") which (i) enable charging systems owners, charge point operators ("CPOs") or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and authenticate Networked Charging Systems and to transact EV charging sessions on those systems. ChargePoint's Networked Charging Systems, subscriptions and other offerings provide 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, subscriptions to the ChargePoint Platform and extended parts and labor warranties ("Assure"). The Company also generates revenue, in some instances, by providing customers use of ChargePoint's owned and operated Networked Charging Systems, ChargePoint Platform and Assure into a single multi-year or annual subscription ("ChargePoint as a Service" or "CPaaS"). Each of the ChargePoint Platform, Assure and CPaaS is typically paid for upfront and revenue is recognized ratably over the term of the subscription period.
ChargePoint targets three key verticals: commercial, fleet and residential. Commercial customers have parking places largely within their workplaces and include retail, hospitality, healthcare, fueling and convenience and parking lot operators. Fleet includes municipal buses, delivery and work vehicles, port/airport/warehouse and other industrial applications, ride-sharing services, and is expected to eventually include autonomous transportation. Residential includes single family homes and multifamily residences.
Since its inception in 2007, ChargePoint 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 in every year since its inception. As of July 31, 2025, ChargePoint had an accumulated deficit of $2,014.7 million. The Company's principal sources of liquidity are its cash and cash equivalents, cash generated from sales to customers, debt financing (as described in Note 6, Debt) and sales of Common Stock under the 2022 ATM Facility (as defined in Note 8, Common Stock).
Reverse Stock Split
On July 28, 2025, ChargePoint effected a 1-for-20 reverse stock split of the Company's Common Stock (the "Reverse Stock Split") and its shares began trading on a post-split basis on July 28, 2025. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, shares of Common Stock, outstanding warrants, stock options, and restricted stock units were proportionately decreased (and the respective per share value and exercise prices, if applicable, were proportionately increased) and the conversion rate of the Company's convertible notes was proportionately adjusted in accordance with the indenture governing the convertible notes (see Part I, Item 1, Note 1, Description of Business and Basis of Presentationin the notes to condensed consolidated financial statements in this Quarterly Report).
Key Factors Affecting Operating Results
ChargePoint believes its performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below:
Growth in EV Adoption
ChargePoint believes its revenue growth is tied to the number of passenger and commercial EVs sold, which it believes drives the demand for EV charging infrastructure. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, the rate of EV sales is highly volatile and there is no guarantee of future demand for EV sales, especially in the markets ChargePoint primarily services, such as North America and Europe. Factors impacting the adoption of EVs include but are not limited to perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; volatility in the cost of oil and gasoline; availability of services for EVs; consumers' perception about the convenience, reliability and cost of charging EVs; and increases in fuel efficiency of internal combustion engine vehicles. Further, numerous EV auto manufacturers have announced delays in or modified their previously announced plans to migrate their manufacturing production to be solely or primarily EVs. In addition, macroeconomic factors, including reduction or elimination of governmental mandates and incentives and the impact of higher interest rates, inflation, tariffs and any potential economic recession, could impact demand for EVs, particularly since they can be more expensive to purchase than traditional gasoline-powered vehicles. Further, geopolitical factors, such as the ongoing conflict between Russia and Ukraine, conflicts in the Middle East, conflicts between the United States and China or between China and Taiwan may negatively impact the global automotive supply chain and reduce the manufacturing of automobiles, including EVs. If the market for EVs does not develop as expected, if there is any slow-down or delay in overall EV adoption, or if auto manufacturers delay their EV manufacturing rates or eliminate their plans to transition to predominately EV manufacturing, the rate of EV adoption may be adversely affected and the market for EV charging may not develop as a result and ChargePoint's financial condition and results of operations could be materially and adversely impacted.
Macroeconomic Trends
ChargePoint has an international presence and as a result is subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to geopolitical events, including the ongoing Russia-Ukraine conflict, conflicts in the Middle East, rising political tensions with China, fluctuations in inflation and interest rates, monetary policy changes, financial services sector instability, recessions, global pandemics and foreign currency fluctuations. For instance, the U.S. government has implemented tariffs on all imports from countries not exempted under certain trade reciprocity criteria. In addition, elevated tariffs have been imposed on imports from major trading partners, including China, Mexico, Canada, and members of the European Union. Impacted countries have and in the future may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs. While the application of certain previously announced tariffs has been delayed, there is no guarantee that previously announced tariffs will not go into effect and there is the possibility that additional United States tariffs may be imposed on China, Mexico, Canada and other countries. Trade restrictions and increased tariffs between the United States and countries like China, Mexico and Canada may result in adverse economic conditions, increase the costs of goods sold and result in a recession or the threat of a recession. For example, the United States automotive manufacture industry is particularly sensitive to the impact of tariffs on the increased costs of manufacturing and selling vehicles, which may result in substantial increases to the cost of vehicles to consumers, including EVs. Because ChargePoint is substantially reliant on the increased adoption and sales of new EVs, if there is any downturn in the sales of EVs or consumers reduce their purchases of new EVs, either because the vehicles are more expensive or as the result of a general downturn in the overall economy as the result of the tariffs, ChargePoint's customers may reduce their need for EV infrastructure development and ChargePoint's business, financial results and results of operations may be harmed.
Global economic uncertainty due to other macroeconomic conditions, including inflation, interest rate pressures, disruptions and credit constraints in the financial services industry, labor market disruptions, and related concerns of a potential recession, have impacted customer behavior related to discretionary spending and sentiment and could continue to impact such behaviors in the future. Any resulting decline in the ability or willingness of customers, fleet owners and operators to purchase ChargePoint's products or subscription services could have an adverse impact on ChargePoint's results of operations and financial condition.
Competition
ChargePoint is currently a market leader in North America in commercial Level 2 Alternating Current ("AC") charging. ChargePoint also offers AC chargers for use at home or multifamily settings and for fleet applications, and high-power Level 3
Direct Current ("DC") chargers for fast urban charging, corridor or long-trip charging and fleet applications. ChargePoint intends to expand its market share over time in its product categories, leveraging the network effect of its products and ChargePoint Platform. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Historically, ChargePoint has sold its Networked Charging Systems and charger management system ("CMS" or "CMS Services") as an integrated "full-stack" offering, providing its customers with a sole-source solution for their EV charging needs, especially in the United States. Recently, ChargePoint has seen an increase in the frequency of customers seeking to disaggregate their networked charging solutions and to implement independent hardware and charging management software solutions, particularly for national or global commercial retailers and large fleet operators. While ChargePoint enables Networked Charging System owners to choose ChargePoint's CMS Services and select their choice of third-party hardware, there is no guarantee that this distributed sales model will be successful. If ChargePoint's market share decreases due to increased competition, or if ChargePoint is unable to compete with a disaggregated EV charging solutions sales model, its financial condition and results of operations may be materially and adversely impacted. Furthermore, ChargePoint's success could be negatively impacted if consumers and businesses choose other types of alternative fuel vehicles or high fuel-economy gasoline powered vehicles.
Impact of New Product Releases and Investments in Growth
As ChargePoint introduces new products its gross margins may be initially negatively impacted by launch costs and lower sales volumes until it achieves targeted cost reductions. Cost reductions may not occur on the timeline ChargePoint expects due to a number of factors, including but not limited to failure to meet its own estimates, unanticipated supply chain difficulties, government mandates or certification requirements. In addition, ChargePoint may accelerate its expenditures where it sees growth opportunities, which may negatively impact gross margin until upfront costs and inefficiencies are absorbed and normalized operations are achieved. Further, ChargePoint has historically invested in prioritizing an assurance of supply of its products and new customer acquisition, which puts pressure on gross margins and increases operating expenses. ChargePoint also continuously evaluates and may adjust its expenditures, such as new product introduction costs, based on its launch plans for new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects. As ChargePoint attains higher revenue, it expects operating expenses as a percentage of total revenue to decrease as it scales and focuses on increasing operational efficiency and process automation.
ChargePoint intends to use third-party contract manufacturers and design partners for targeted new research and development initiatives with the goals of controlling development costs and decreasing operating expenses. ChargePoint believes such partnerships will allow it to better manage research and development expenses, improve the speed and quality of new product development and increase its efficiencies by leveraging the design talent and supply chains of these partners. Implementing third-party design partners for new research and development initiatives will require sophisticated oversight, quality programs and cost-control initiatives. If ChargePoint is not successful in its use of third-party contract manufacturers and design partners for new product development its financial conditions, gross margins and results of operations could be materially and adversely affected.
Government Mandates, Incentives and Programs
The U.S. federal government, certain foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV infrastructure in the form of rebates, tax credits and other financial incentives. The U.S. federal government, and some foreign and state governments, have proposed changing or ending these incentives. These proposals create uncertainty and if adopted and implemented may have a material adverse impact on the EV market, which benefits from these financial incentives to significantly lower the effective price of EVs and EV charging stations to customers.
For example, the Infrastructure Investment and Jobs Act signed into law on November 15, 2021 provided additional funding for EVs and EV charging infrastructure through the creation of new programs and grants and the expansion of existing programs, including the $7.5 billion National Electric Vehicle Infrastructure ("NEVI") Program for EV charging along highway corridors. On August 11, 2025, the Federal Highway Administration ("FHWA") issued new guidance, updating prior guidance which previously froze federal funds tied to NEVI and directed states to file updated implementation plans within 30 days. Separately, the One Big Beautiful Bill Act was signed into law which ended EV charging infrastructure tax credits previously made available under Section 30C and Section 30D of the Internal Revenue Code of 1986, as amended. Any other reduction in rebates, tax credits or other financial incentives for EVs or EV charging stations could materially reduce the demand for EVs and ChargePoint's solutions and, as a result, may adversely impact ChargePoint's business and expansion potential.
Results of Operations and Its Components
Revenue
Networked Charging Systems
Networked Charging Systems revenue includes the deliveries of EV charging system infrastructure, which include a range of AC products for use in residential, commercial and fleet applications, and DC, or fast-charge products for use in commercial and fleet applications, as well as fees received for transferring regulatory incentives earned for participating in low carbon fuel programs. ChargePoint generally recognizes revenue from sales of Networked Charging Systems upon shipment to distributors, resellers or direct sales customers as these customers obtain title and control over these products. Revenue is adjusted for estimated returns. Revenue from regulatory incentives is recognized when the regulatory incentives are transferred.
Subscriptions
Subscriptions revenue consists of revenue from ChargePoint Platform software, Assure extended maintenance plans, and CPaaS, which combines the customer's use of ChargePoint's owned and operated Networked Charging Systems with the ChargePoint Platform and Assure programs into a single, typically multi-year subscription.
In some instances, CPaaS subscriptions are considered for accounting purposes to contain a lease for the customer's use of ChargePoint's owned and operated Networked Charging Systems unless the location allows the customer to receive incremental economic benefit from regulatory credits earned on that EV charging system. Lessor revenue relates to operating leases and historically has not been material. Subscriptions revenue is generally recognized over time on a straight-line basis as ChargePoint has an ongoing obligation to deliver such services to the customer.
Other
Other revenue consists of charging related fees received from drivers using charging sites owned and operated by ChargePoint, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by its customers, and other professional services. Revenue from driver charging sessions and charging transaction fees is recognized when the charging session or transaction is completed. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as ChargePoint has an ongoing obligation to deliver such services. Revenue from professional services is recognized as the services are rendered.
ChargePoint has seen its revenue fluctuate based on market demand and other factors, and expects this variability of growth in Networked Charging Systems revenue to continue in the near term. In the long term, it expects revenue to grow in both Networked Charging Systems and subscriptions due to increased demand in EVs and the related charging infrastructure market.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Networked Charging Systems
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
50,421
|
|
|
$
|
64,146
|
|
|
$
|
(13,725)
|
|
|
(21.4)
|
%
|
Percentage of total revenue
|
51.1
|
%
|
|
59.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
102,480
|
|
|
$
|
129,520
|
|
|
$
|
(27,040)
|
|
|
(20.9)
|
%
|
Percentage of total revenue
|
52.2
|
%
|
|
60.1
|
%
|
|
|
|
|
Networked Charging Systems revenue decreased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to lower volume of Networked Charging Systems delivered across ChargePoint's major product families.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Subscriptions
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
39,896
|
|
|
$
|
36,191
|
|
|
$
|
3,705
|
|
|
10.2
|
%
|
Percentage of total revenue
|
40.5
|
%
|
|
33.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
77,916
|
|
|
$
|
69,636
|
|
|
$
|
8,280
|
|
|
11.9
|
%
|
Percentage of total revenue
|
39.7
|
%
|
|
32.3
|
%
|
|
|
|
|
Subscriptions revenue increased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to the growth in the number of ChargePoint Platform subscriptions and Assure subscriptions for Networked Charging Systems connected to ChargePoint's network.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Other Revenue
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
8,273
|
|
|
$
|
8,202
|
|
|
$
|
71
|
|
|
0.9
|
%
|
Percentage of total revenue
|
8.4
|
%
|
|
7.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
15,834
|
|
|
$
|
16,426
|
|
|
$
|
(592)
|
|
|
(3.6)
|
%
|
Percentage of total revenue
|
8.1
|
%
|
|
7.6
|
%
|
|
|
|
|
Other revenue did not materially change during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024.
Cost of Revenue
Networked Charging Systems
ChargePoint uses contract manufacturers to manufacture its Networked Charging Systems. ChargePoint's cost of revenue for the sale of Networked Charging Systems includes the contract manufacturer's costs of finished goods and shipping and handling. Cost of revenue for the sale of Networked Charging Systems also consists of salaries and related personnel expenses, including stock-based compensation, warranty provisions, inventory obsolescence and write-downs, depreciation of manufacturing related equipment, and allocated facilities and information technology expenses. As revenue is recognized, ChargePoint accounts for estimated warranty cost as a charge to cost of revenue. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses.
Subscriptions
Cost of Subscriptions revenue includes salaries and related personnel expenses, including stock-based compensation and third-party support costs to manage the systems and helpdesk services for drivers and site hosts, network and wireless connectivity costs for subscription services, field costs for Assure, depreciation of owned and operated systems used in CPaaS arrangements, allocated facilities and information technology expenses.
Other
Cost of other revenue includes depreciation and other costs for ChargePoint's owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, as well as costs of professional services.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Cost of Networked Charging Systems Revenue
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
46,492
|
|
|
$
|
59,234
|
|
|
$
|
(12,742)
|
|
|
(21.5)
|
%
|
Percentage of Networked Charging Systems revenue
|
92.2
|
%
|
|
92.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
95,130
|
|
|
$
|
120,300
|
|
|
$
|
(25,170)
|
|
|
(20.9)
|
%
|
Percentage of Networked Charging Systems revenue
|
92.8
|
%
|
|
92.9
|
%
|
|
|
|
|
Cost of Networked Charging Systems revenue decreased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to a decrease in Networked Charging Systems delivered.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Cost of Subscriptions Revenue
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
15,534
|
|
|
$
|
18,558
|
|
|
$
|
(3,024)
|
|
|
(16.3)
|
%
|
Percentage of subscriptions revenue
|
38.9
|
%
|
|
51.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
30,900
|
|
|
$
|
36,300
|
|
|
$
|
(5,400)
|
|
|
(14.9)
|
%
|
Percentage of subscriptions revenue
|
39.7
|
%
|
|
52.1
|
%
|
|
|
|
|
Cost of Subscriptions revenue decreased primarily due to a decrease in Assure maintenance costs during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Cost of Other Revenue
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
5,836
|
|
|
$
|
5,162
|
|
|
$
|
674
|
|
|
13.1
|
%
|
Percentage of other revenue
|
70.5
|
%
|
|
62.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
11,486
|
|
|
$
|
9,787
|
|
|
$
|
1,699
|
|
|
17.4
|
%
|
Percentage of other revenue
|
72.5
|
%
|
|
59.6
|
%
|
|
|
|
|
Cost of other revenue did not materially change during the three months ended July 31, 2025 compared to the three months ended July 31, 2024.
Cost of other revenue increased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to higher driver-related processing costs on Networked Charging Systems.
Gross Profit and Gross Margin
Gross profit represents revenue less cost of revenue, and gross margin is gross profit expressed as a percentage of revenue. ChargePoint offers a range of Networked Charging Systems with significant variation in selling prices and associated gross margins. As a result, ChargePoint's gross profit and gross margin have fluctuated in the past and are expected to continue to vary from period to period, driven by factors such as geographic, vertical and product mix.
In the long term, improvements in ChargePoint's gross profit and gross margin will depend on its ability to continue to optimize its operations and supply chain as it increases its revenue. However, at least in the short term, as the product mix continues to vary and as ChargePoint continues to align inventory supply with demand and optimize for customer acquisition, launches new Networked Charging Systems, grows its presence in Europe where it has not yet achieved economies of scale, and expands its solutions for its fleet customers, gross margin will vary from period to period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Gross Profit and Gross Margin
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
30,728
|
|
|
$
|
25,585
|
|
|
$
|
5,143
|
|
|
20.1%
|
Gross margin
|
31.2
|
%
|
|
23.6
|
%
|
|
7.6
|
%
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
58,714
|
|
|
$
|
49,195
|
|
|
$
|
9,519
|
|
|
19.3%
|
Gross margin
|
29.9
|
%
|
|
22.8
|
%
|
|
7.1
|
%
|
|
|
Gross profit and gross margin both increased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to an increase in subscription revenue growth as a percentage of total revenue and improvement in subscription margins.
Research and Development Expenses
Research and development expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for ChargePoint's products and services, including in quality assurance, testing, product management, and allocated facilities and information technology expenses. Research and development costs also include prototype and testing cost, professional services and consulting, and are expensed as incurred.
ChargePoint expects its research and development expenses to decrease as a percentage of revenue as it continues to optimize its research and development activities for its technology and product roadmap.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Research and Development Expenses
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
36,479
|
|
|
$
|
36,510
|
|
|
$
|
(31)
|
|
|
(0.1)
|
%
|
Percentage of total revenue
|
37.0
|
%
|
|
33.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
69,989
|
|
|
$
|
72,562
|
|
|
$
|
(2,573)
|
|
|
(3.5)
|
%
|
Percentage of total revenue
|
35.7
|
%
|
|
33.7
|
%
|
|
|
|
|
Research and development expenses did not materially change during the three months ended July 31, 2025 compared to the three months ended July 31, 2024.
Research and development expenses decreased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to the Company's reorganization plans taken in the prior periods and cost reduction measures resulting in decrease in personnel expenses.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, sales commissions, professional services fees, travel, marketing and promotional expenses, bad debt expenses, and allocated facilities and information technology expenses.
ChargePoint expects its sales and marketing expenses to decrease as a percentage of revenue as it continues to optimize its sales and marketing activities while expanding sales.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Sales and Marketing Expenses
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
25,033
|
|
|
$
|
36,699
|
|
|
$
|
(11,666)
|
|
|
(31.8)
|
%
|
Percentage of total revenue
|
25.4
|
%
|
|
33.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
51,225
|
|
|
$
|
71,698
|
|
|
$
|
(20,473)
|
|
|
(28.6)
|
%
|
Percentage of total revenue
|
26.1
|
%
|
|
33.3
|
%
|
|
|
|
|
Sales and marketing expenses decreased during the three months ended July 31, 2025 compared to the three months ended July 31, 2024 primarily due to a decrease in personnel expenses of $5.1 million, stock-based compensation of $1.6 million as a result of the Company's September 2024 Reorganization (as described in Part I, Item 1, Note 5, Restructuringin the notes to condensed consolidated financial statements in this Quarterly Report), and decreases in bad debt expense of $3.9 million, and other marketing related expenses of $1.1 million.
Sales and marketing expenses decreased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to a decrease in personnel expenses of $10.0 million and stock-based compensation expenses of $3.9 million as a result of the Company's September 2024 Reorganization (as described in Part I, Item 1, Note 5, Restructuring in the notes to condensed consolidated financial statements in this Quarterly Report), and decreases in bad debt expense of $3.6 million, and other marketing and sales related expenses of $2.9 million.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related personnel expenses, including stock-based compensation related to finance, legal and human resource functions, contractor and professional services fees, audit and compliance expenses, insurance costs, and general corporate expenses, including allocated facilities and information technology expenses.
We expect to continue managing and reducing our general and administrative expenses as we scale our business operations and operate as a public company. These expenses include costs related to compliance with SEC rules and regulations, legal and audit services, additional insurance, and other administrative and professional services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
General and Administrative Expense
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
28,193
|
|
|
$
|
15,122
|
|
|
$
|
13,071
|
|
|
86.4
|
%
|
Percentage of total revenue
|
28.6
|
%
|
|
13.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
50,317
|
|
|
$
|
34,819
|
|
|
$
|
15,498
|
|
|
44.5
|
%
|
Percentage of total revenue
|
25.6
|
%
|
|
16.2
|
%
|
|
|
|
|
General and administrative expenses increased during the three months ended July 31, 2025 compared to the three months ended July 31, 2024 primarily due to non-recurring operating expenses of $9.4 million, stock-based compensation expenses of $2.9 million, and other operating expenses $1.8 million, offset by a decrease in personnel expenses of $1.0 million.
General and administrative expenses increased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to non-recurring operating expenses of $14.0 million, other operating expenses of $2.9 million, and stock-based compensation expenses of $1.0 million, offset by a decrease in personnel expenses of $2.5 million.
Interest Income
Interest income consists primarily of interest earned on ChargePoint's cash, cash equivalents and short-term investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Interest Income
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
1,132
|
|
|
$
|
2,118
|
|
|
$
|
(986)
|
|
|
(46.6)
|
%
|
Percentage of total revenue
|
1.1
|
%
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
2,296
|
|
|
$
|
5,326
|
|
|
$
|
(3,030)
|
|
|
(56.9)
|
%
|
Percentage of total revenue
|
1.2
|
%
|
|
2.5
|
%
|
|
|
|
|
Interest income decreased during the three and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024 due to lower cash balances.
Interest Expense
Interest expense consists primarily of the interest on ChargePoint's 2028 Convertible Notes that were originally issued in April 2022, and amended in October 2023, which are described more completely below in Liquidity and Capital Resources.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Interest Expense
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
(6,849)
|
|
|
$
|
(6,560)
|
|
|
$
|
(289)
|
|
|
4.4
|
%
|
Percentage of total revenue
|
(6.9)
|
%
|
|
(6.0)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
(13,285)
|
|
|
$
|
(13,171)
|
|
|
$
|
(114)
|
|
|
0.9
|
%
|
Percentage of total revenue
|
(6.8)
|
%
|
|
(6.1)
|
%
|
|
|
|
|
Interest expense did not materially change during the three and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024. For more information, see Part I, Item 1, Note 6, Debt, in the notes to condensed consolidated financial statements in this Quarterly Report.
Other Income (Expense), Net
Other income (expense), net consists primarily of gains and losses on foreign currency transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Other Income (Expense), net
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
(323)
|
|
|
$
|
(38)
|
|
|
$
|
(285)
|
|
|
n.m.*
|
Percentage of total revenue
|
(0.3)
|
%
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
2,290
|
|
|
$
|
(888)
|
|
|
$
|
3,178
|
|
|
n.m.*
|
Percentage of total revenue
|
1.2
|
%
|
|
(0.4)
|
%
|
|
|
|
|
* not meaningful
Other expense did not materially change during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024.
Other Income (expense), net increased during six months ended July 31, 2025 as compared to the six months ended July 31, 2024 primarily due to favorable changes in foreign exchange rates.
Provision for Income Taxes
ChargePoint's provision for income taxes consists of federal, state and foreign income taxes based on enacted federal, state and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law. Due to the level of historical losses, ChargePoint maintains a valuation allowance against U.S. federal and state deferred tax assets as it has concluded it is more likely than not that these deferred tax assets will not be realized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
Provision for (Benefit from) Income Taxes
|
2025
|
|
2024
|
|
Change
|
|
(dollar amounts in thousands)
|
Three months ended
|
$
|
1,162
|
|
|
$
|
1,648
|
|
|
$
|
(486)
|
|
|
(29.5)%
|
Percentage of loss before provision for income taxes
|
(1.8)
|
%
|
|
(2.5)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
$
|
1,784
|
|
|
$
|
2,056
|
|
|
$
|
(272)
|
|
|
(13.2)%
|
Percentage of loss before provision for income taxes
|
(1.5)
|
%
|
|
(1.5)
|
%
|
|
|
|
|
The provision for income taxes did not materially fluctuate during the three and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024.
Liquidity and Capital Resources
Sources of Liquidity
ChargePoint's primary sources of liquidity are our cash and cash equivalents, cash generated from sales to customers, and debt financing.
ChargePoint's primary requirements for liquidity and capital are to finance working capital, inventory management, capital expenditures and general corporate purposes. ChargePoint expects these needs to continue as ChargePoint develops and grows its business. ChargePoint has incurred net losses and negative cash flows from operations since its inception, which it anticipates will continue for the foreseeable future.
As of July 31, 2025, ChargePoint had cash and cash equivalents and restricted cash of $194.5 million. As of January 31, 2025, ChargePoint had cash and cash equivalents and restricted cash of $225.0 million. ChargePoint believes that its cash on hand and cash generated from sales to customers will satisfy its working capital and capital requirements for at least the next twelve months.
2028 Convertible Notes
In April 2022, ChargePoint completed a private placement of $300.0 million aggregate principal amount of convertible notes, with an original maturity date of April 1, 2027 (the "Original Convertible Notes"). In October 2023, ChargePoint completed an amendment to the indenture for the Original Convertible Notes (the "Notes Amendment") pursuant to which the Cash Interest and PIK Interest (as described below) were increased and the maturity date for the Original Convertible Note was extended to April 1, 2028 (the "2028 Convertible Notes"). The net proceeds from the original sale of the 2028 Convertible Notes were approximately $294.0 million after deducting initial purchaser discounts and commissions and the Company's offering expenses.
Prior to the Notes Amendment, the Original Convertible Notes bore interest at 3.50% per annum, to the extent paid in cash ("Cash Interest"), which was payable semi-annually in arrears on April 1st and October 1st of each year or 5.00% per annum through the issuance of additional Original Convertible Notes. The 2028 Convertible Notes bear Cash Interest at 7.00% per annum or 8.50% per annum through the issuance of additional 2028 Convertible Notes ("PIK Interest"). The 2028 Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of ChargePoint Common Stock or a combination thereof, at ChargePoint's election. The conversion rate of the 2028 Convertible Notes is 4.1667 shares of Common Stock per $1,000 principal amount, which is equivalent to a conversion price of approximately $240.00 per share of the Company's Common Stock.
For additional details on the Notes Amendment and the 2028 Convertible Notes refer to Part I, Item 1, Note 6, "Debt," in ChargePoint's notes to condensed consolidated financial statements in this Quarterly Report.
2027 Revolving Credit Facility
On July 27, 2023, ChargePoint entered into a revolving credit agreement by and among the Company as the parent guarantor, ChargePoint, Inc. (the "Borrower"), certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the "Credit Agreement"). The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the "2027 Revolving Credit Facility"). Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $150.0 million, subject to obtaining the consent of the lenders participating in any such increase. In October 2023, the Company entered into an amendment to the Credit Agreement to, among other things, permit the Company to complete the Notes Amendment.
As of July 31, 2025, the Borrower had no borrowings outstanding or letters of credit under the 2027 Revolving Credit Facility and, as a result, had a borrowing capacity of up to $150.0 million.
For additional details on the 2027 Revolving Credit Facility refer to Part I, Item 1, Note 6, "Debt," in ChargePoint's notes to condensed consolidated financial statements in this Quarterly Report.
Shelf Registrations and ATM Facilities
On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permitted ChargePoint to offer up to $1.0 billion of shares of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the "2022 Shelf Registration Statement"). As part of the 2022 Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million shares of Common Stock pursuant to a sales agreement (the "2022 ATM Facility"). During the three months ended July 31, 2025, there were no sales of the Company's Common Stock pursuant to the 2022 ATM Facility. On July 11, 2025, ChargePoint terminated the 2022 ATM Facility, effective immediately. The 2022 Shelf Registration Statement expired on July 12, 2025.
On September 8, 2025, ChargePoint entered into a new "at-the-market" sales agreement, by and between ChargePoint and the underwriter thereto, pursuant to which ChargePoint may from time to time sell shares of its Common Stock having an aggregate offering price of $150,000,000 (the "2025 ATM Facility"). Sales of ChargePoint Common Stock pursuant to the 2025 ATM Facility, if any, will be made under a new registration statement on Form S-3 that ChargePoint intends to file with the SEC following the filing of this Quarterly Report, which will facilitate offers of up to $400,000,000 of shares of ChargePoint Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the "2025 Shelf Registration Statement").
Long-Term Liquidity Requirements
ChargePoint has incurred net losses and negative cash flows from operations since inception. Until ChargePoint can generate sufficient revenue to cover its cost of sales, operating expenses, working capital and capital expenditures, it expects to primarily fund cash needs through a combination of equity and debt financing. ChargePoint may borrow funds on terms that may include restrictive covenants, such as the restrictive covenants included in the 2027 Revolving Credit Facility, including covenants that restrict the operation of its business, liens on assets, high effective interest rates and repayment provisions that reduce cash resources and limit future access to capital markets.
ChargePoint may continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, including through potential sales of Common Stock under its 2025 ATM Facility and drawing down amounts under the 2027 Revolving Credit Facility. If ChargePoint raises funds by issuing equity securities or debt securities convertible into equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of Common Stock. If ChargePoint raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of Common Stock. The terms of debt securities or borrowings could impose significant restrictions on ChargePoint's operations and expose ChargePoint to enhanced risks associated with rising interest rates and elevated inflation. The capital markets have in the past, and may in the future, experience periods of higher volatility that could impact the availability and cost of equity and debt financing.
ChargePoint's principal use of cash in recent periods has been funding its operations and investing in capital expenditures. ChargePoint's future capital requirements will depend on many factors, including its revenue growth rate, the timing and the amount of cash received from customers, its efforts to reduce operating expenses, the timing and extent of
spending to support development efforts, expenses associated with its reorganizations, the introduction of network enhancements and the continuing market adoption of its Networked Charging Systems. In the future, ChargePoint may enter into arrangements to acquire or invest in complementary businesses, products and technologies. ChargePoint may be required to seek additional equity or debt financing beyond the amounts available to it pursuant to the 2025 ATM Facility and the 2027 Revolving Credit Facility.
If ChargePoint requires additional financing, it may not be able to raise such financing on acceptable terms or at all, particularly if certain unfavorable economic and market conditions persist or worsen and a potential recession or other economic downturn would intensify these risks. If ChargePoint is unable to raise additional capital or generate cash flows necessary to optimize its operations and invest in continued innovation, it may not be able to compete successfully, which would harm its business, results of operations and financial condition. If adequate funds are not available, ChargePoint may need to reconsider its plans or limit its research, development and sales activities, which could have a material adverse impact on its business prospects and results of operations.
Cash Flows
For the Six Months Ended July 31, 2025 and 2024
The following table sets forth a summary of ChargePoint's cash flows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31,
|
|
2025
|
|
2024
|
|
(in thousands)
|
Net cash provided by (used in) provided by:
|
|
|
|
Operating activities
|
$
|
(39,120)
|
|
|
$
|
(113,706)
|
|
Investing activities
|
(2,358)
|
|
|
(7,301)
|
|
Financing activities
|
8,089
|
|
|
6,926
|
|
Effects of exchange rates on cash, cash equivalents, and restricted cash
|
2,941
|
|
|
(66)
|
|
Net decrease in cash, cash equivalents, and restricted cash
|
$
|
(30,448)
|
|
|
$
|
(114,147)
|
|
Net Cash Used in Operating Activities
During the six months ended July 31, 2025, net cash used in operating activities was $39.1 million, consisting primarily of a net loss of $123.3 million, change in net operating assets of $21.0 million and total non-cash charges of $63.2 million. The noncash charges consisted primarily of $36.1 million of stock-based compensation expense, $15.5 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $9.4 million non-cash interest expenses, $4.3 million of reserves and other costs, and $1.8 million of non-cash operating lease cost, offset by $3.9 million of foreign currency transaction gains. The change in operating assets and liabilities was mainly driven by an increase in accounts payable, operating lease liabilities, and accrued and other liabilities of $3.3 million, and an increase in deferred revenue of $8.4 million, and decreases in prepaid expenses and other assets of $3.4 million, inventories of $3.3 million, and accounts receivable, net, of $2.6 million.
During the six months ended July 31, 2024, net cash used in operating activities was $113.7 million, consisting primarily of a net loss of $140.7 million and change in net operating assets of $45.0 million, partially offset by an add back of non-cash charges of $72.0 million. The noncash charges consisted primarily of $40.4 million of stock-based compensation expense, $12.7 million of reserves and other costs, $16.5 million of depreciation, amortization, and amortization of deferred contract acquisition costs, and $1.9 million of non-cash operating lease cost, and $0.6 million in foreign currency transaction losses. The change in operating assets and liabilities was mainly driven by increases in inventories of $28.4 million and prepaid expenses and other assets of $8.2 million and decrease in accounts payable, operating lease liabilities, and accrued and other liabilities of $23.2 million, offset by decrease in accounts receivable, net, of $7.6 million and an increase in deferred revenue of $7.2 million.
Net Cash Used In Investing Activities
During the six months ended July 31, 2025, net cash used in investing activities was $2.4 million related to purchases of property and equipment.
During the six months ended July 31, 2024, net cash used in investing activities was $7.3 million related to purchases of property and equipment.
Net Cash Provided by Financing Activities
During the six months ended July 31, 2025, net cash provided by financing activities was $8.1 million, consisting of proceeds from the issuance of Common Stock under employee equity plans of $1.3 million, net of tax withholding, and change in driver funds and amounts due to customers of $6.8 million.
During the six months ended July 31, 2024, net cash provided by financing activities was $6.9 million, consisting of proceeds from the issuance of Common Stock under employee equity plans of $4.5 million, net of tax withholdings and change in driver funds and amounts due to customers of $2.4 million.
Off-Balance Sheet Arrangements
ChargePoint is not a party to any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and results of operations are based upon its condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires ChargePoint to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, cost of revenue and expenses. The Company evaluates its estimates and assumptions on an ongoing basis, and bases its estimates on historical experience and on various other assumptions that ChargePoint believes to be reasonable under the circumstances, the results of which form the basis for the judgments ChargePoint makes about the carrying value of assets 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 could have a material impact on ChargePoint's results of operations, financial position and statement of cash flows.
Other than the policies noted in Part I, Item 1, Note 2, Summary of Significant Accounting Policies, in the Company's notes to condensed consolidated financial statements in this Quarterly Report, there have been no material changes to its critical accounting policies and estimates as compared to those disclosed in its audited consolidated financial statements as of January 31, 2025 included in the Company's Annual Report on Form 10-K filed with the SEC on March 28, 2025.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on ChargePoint's condensed consolidated financial statements, see Part I, Item 1, Note 2, Summary of Significant Accounting Policies, in its notes to condensed consolidated financial statements in this Quarterly Report.