ChargePoint(CHPT) - 2026 Q2 - Quarterly Report

Part I - Financial Information This section covers ChargePoint's unaudited financial statements and management's discussion of financial condition and operations Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents ChargePoint's unaudited financial statements, including balance sheets, operations, equity, cash flows, and detailed notes Condensed Consolidated Balance Sheets This statement details ChargePoint's assets, liabilities, and equity as of July 31, 2025, and January 31, 2025 Condensed Consolidated Balance Sheet Summary (in thousands) | Metric | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | Change (in thousands) | Percentage Change | | :-------------------------------- | :----------------------------- | :------------------------------ | :-------------------- | :---------------- | | Assets | | | | | | Cash and cash equivalents | $194,123 | $224,571 | $(30,448) | -13.56% | | Accounts receivable, net | $96,014 | $95,906 | $108 | 0.11% | | Inventories | $212,407 | $209,262 | $3,145 | 1.50% | | Total current assets | $533,425 | $566,574 | $(33,149) | -5.85% | | Goodwill | $222,155 | $207,540 | $14,615 | 7.04% | | Total assets | $870,254 | $898,175 | $(27,921) | -3.11% | | Liabilities & Equity | | | | | | Accounts payable | $72,470 | $64,050 | $8,420 | 13.15% | | Deferred revenue (current) | $115,096 | $105,017 | $10,079 | 9.60% | | Total current liabilities | $319,977 | $293,746 | $26,231 | 8.93% | | Debt, noncurrent | $309,414 | $297,092 | $12,322 | 4.15% | | Total liabilities | $799,539 | $760,704 | $38,835 | 5.10% | | Total stockholders' equity | $70,715 | $137,471 | $(66,756) | -48.56% | | Accumulated deficit | $(2,014,738) | $(1,891,438) | $(123,300) | 6.52% | - Total assets decreased by 3.11% from January 31, 2025, to July 31, 2025, primarily driven by a decrease in cash and cash equivalents[15] - Total liabilities increased by 5.10%, with noncurrent debt increasing by 4.15%[15] - Total stockholders' equity decreased significantly by 48.56%, and the accumulated deficit grew by 6.52% to $2,014.7 million[15][33] Condensed Consolidated Statements of Operations This statement outlines ChargePoint's revenues, costs, and net loss for the three and six months ended July 31, 2025 and 2024 Condensed Consolidated Statements of Operations Summary (in thousands) | Metric | Three months ended July 31, 2025 (in thousands) | Three months ended July 31, 2024 (in thousands) | Change (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Change (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :--------- | | Revenue | | | | | | | | | | Networked Charging Systems | $50,421 | $64,146 | $(13,725) | -21.4% | $102,480 | $129,520 | $(27,040) | -20.9% | | Subscriptions | $39,896 | $36,191 | $3,705 | 10.2% | $77,916 | $69,636 | $8,280 | 11.9% | | Other | $8,273 | $8,202 | $71 | 0.9% | $15,834 | $16,426 | $(592) | -3.6% | | Total revenue | $98,590 | $108,539 | $(9,949) | -9.2% | $196,230 | $215,582 | $(19,352) | -9.0% | | Gross Profit | $30,728 | $25,585 | $5,143 | 20.1% | $58,714 | $49,195 | $9,519 | 19.3% | | Operating Expenses | | | | | | | | | | Research and development | $36,479 | $36,510 | $(31) | -0.1% | $69,989 | $72,562 | $(2,573) | -3.5% | | Sales and marketing | $25,033 | $36,699 | $(11,666) | -31.8% | $51,225 | $71,698 | $(20,473) | -28.6% | | General and administrative | $28,193 | $15,122 | $13,071 | 86.4% | $50,317 | $34,819 | $15,498 | 44.5% | | Net Loss | $(66,179) | $(68,874) | $2,695 | -3.9% | $(123,300) | $(140,673) | $17,373 | -12.4% | | Net loss per share - Basic and Diluted | $(2.85) | $(3.22) | $0.37 | -11.5% | $(5.34) | $(6.61) | $1.27 | -19.2% | - Total revenue decreased by 9.2% for the three months and 9.0% for the six months ended July 31, 2025, primarily due to a significant decline in Networked Charging Systems revenue[17] - Subscriptions revenue showed positive growth, increasing by 10.2% for the three months and 11.9% for the six months, partially offsetting the decline in systems revenue[17] - Despite the revenue decrease, gross profit increased by 20.1% for the three months and 19.3% for the six months, indicating improved margins[17] - Net loss improved (decreased) by 3.9% for the three months and 12.4% for the six months, leading to an improvement in basic and diluted net loss per share[17] Condensed Consolidated Statements of Comprehensive Loss This statement presents ChargePoint's net loss and other comprehensive income or loss for the periods presented Condensed Consolidated Statements of Comprehensive Loss Summary (in thousands) | Metric | Three months ended July 31, 2025 (in thousands) | Three months ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net loss | $(66,179) | $(68,874) | $(123,300) | $(140,673) | | Foreign currency translation adjustment | $1,206 | $2,047 | $21,318 | $(27) | | Other comprehensive income (loss) | $1,206 | $2,047 | $21,318 | $(27) | | Comprehensive loss | $(64,973) | $(66,827) | $(101,982) | $(140,700) | - The comprehensive loss for the six months ended July 31, 2025, significantly improved to $(101.98 million) from $(140.70 million) in the prior year, largely due to a positive foreign currency translation adjustment of $21.32 million[20] Condensed Consolidated Statements of Stockholders' Equity This statement details changes in ChargePoint's stockholders' equity, including common stock and accumulated deficit Condensed Consolidated Statements of Stockholders' Equity Summary (in thousands) | Metric | January 31, 2025 (in thousands) | July 31, 2025 (in thousands) | Change (in thousands) | | :-------------------------- | :------------------------------ | :--------------------------- | :-------------------- | | Common Stock (Shares) | 22,805,115 | 23,357,878 | 552,763 | | Additional Paid-In Capital | $2,054,340 | $2,089,566 | $35,226 | | Accumulated Other Comprehensive Loss | $(25,433) | $(4,115) | $21,318 | | Accumulated Deficit | $(1,891,438) | $(2,014,738) | $(123,300) | | Total Stockholders' Equity | $137,471 | $70,715 | $(66,756) | - Total stockholders' equity decreased by $66.76 million from January 31, 2025, to July 31, 2025, primarily due to the net loss of $(123.30 million), partially offset by additional paid-in capital from stock plans and other comprehensive income[23] - The number of common shares issued and outstanding increased from 22,805,115 to 23,357,878, reflecting issuances under stock plans and ESPP purchases[23] - A 1-for-20 reverse stock split became effective on July 28, 2025, retroactively adjusting all share and per-share data[23][38] Condensed Consolidated Statements of Cash Flows This statement summarizes ChargePoint's cash flows from operating, investing, and financing activities for the six months ended July 31, 2025 and 2024 Condensed Consolidated Statements of Cash Flows Summary (in thousands) | Cash Flow Activity | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Change (in thousands) | YoY Change | | :--------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :--------- | | Net cash used in operating activities | $(39,120) | $(113,706) | $74,586 | -65.6% | | Net cash used in investing activities | $(2,358) | $(7,301) | $4,943 | -67.7% | | Net cash provided by financing activities | $8,089 | $6,926 | $1,163 | 16.8% | | Net decrease in cash, cash equivalents, and restricted cash | $(30,448) | $(114,147) | $83,699 | -73.3% | - Net cash used in operating activities significantly decreased by 65.6% to $(39.12 million) for the six months ended July 31, 2025, compared to the prior year, primarily due to a lower net loss and favorable changes in operating assets and liabilities[25][222][223] - Net cash used in investing activities decreased by 67.7%, mainly due to lower purchases of property and equipment[25][224][225] - Net cash provided by financing activities increased by 16.8%, driven by proceeds from common stock issuance under employee equity plans and changes in driver funds[25][226][227] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations of ChargePoint's accounting policies, financial items, and other significant financial information 1. Description of Business and Basis of Presentation This note describes ChargePoint's core business, financial condition, and the basis for preparing its financial statements - ChargePoint designs, develops, and markets networked EV charging system infrastructure and cloud-based software services (ChargePoint Platform) for managing charging systems and enabling EV charging sessions[30] - The Company has incurred net operating losses and negative cash flows from operations since inception, with an accumulated deficit of $2,014.7 million as of July 31, 2025[33] - A 1-for-20 reverse stock split became effective on July 28, 2025, retroactively adjusting all share and per-share data[38] 2. Summary of Significant Accounting Policies This note outlines key accounting principles used in ChargePoint's financial statements, including revenue recognition and segment reporting - Revenue from Networked Charging Systems is recognized upon shipment, while subscriptions revenue (ChargePoint Platform, Assure, CPaaS) is recognized over time on a straight-line basis[61][65] - One customer accounted for 11% of total accounts receivable, net, as of July 31, 2025, and 11% of total revenue for the three months ended July 31, 2025[45] - The Company operates as one operating segment, with the CEO using consolidated net income or loss to measure performance[47] 3. Goodwill and Intangible Assets This note details the composition and changes in ChargePoint's goodwill and other intangible assets, including amortization Goodwill and Intangible Assets Summary (in thousands) | Metric | January 31, 2025 (in thousands) | July 31, 2025 (in thousands) | Change (in thousands) | | :-------------------- | :------------------------------ | :--------------------------- | :-------------------- | | Goodwill | $207,540 | $222,155 | $14,615 | | Customer relationships (net) | $58,353 | $58,378 | $25 | | Developed technology (net) | $7,822 | $6,752 | $(1,070) | | Total Intangible Assets (net) | $66,175 | $65,130 | $(1,045) | - Goodwill increased by $14.6 million from January 31, 2025, to July 31, 2025, primarily due to foreign exchange fluctuations[73] Amortization Expense (in thousands) | Amortization Expense | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Amortization expense | $3,178 | $3,028 | $6,219 | $6,051 | 4. Composition of Certain Financial Statement Items This note breaks down specific financial statement items like inventories, prepaid expenses, property and equipment, and deferred revenue Selected Financial Statement Items (in thousands) | Item | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------ | :-------------------- | | Inventories | $212,407 | $209,262 | $3,145 | | Prepaid expense and other current assets | $30,481 | $36,435 | $(5,954) | | Property and equipment, net | $29,713 | $35,361 | $(5,648) | | Accrued and other current liabilities | $132,411 | $124,679 | $7,732 | | Deferred revenue | $250,297 | $239,215 | $11,082 | Revenue by Geography (in thousands) | Revenue by Geography | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | United States | $76,846 | $76,818 | $151,720 | $155,633 | | Rest of World | $21,744 | $31,721 | $44,510 | $59,949 | | Total revenue | $98,590 | $108,539 | $196,230 | $215,582 | - Revenue from the Rest of World decreased significantly by 31.4% for the three months and 25.8% for the six months ended July 31, 2025, while U.S. revenue remained relatively stable[81] - Remaining performance obligations totaled $264.8 million as of July 31, 2025, with 46% expected to be recognized over the next twelve months[85] 5. Restructuring This note describes ChargePoint's restructuring activities, including workforce reductions and associated costs and liabilities - The September 2024 Reorganization resulted in a reduction of approximately 249 employees (15% of global workforce) and incurred $9.8 million in employee severance and related costs in Q3 fiscal year 2025[87] - The January 2024 Reorganization involved a 12% workforce reduction (223 employees) and incurred $9.9 million in severance and $2.7 million in facility exit costs in Q4 fiscal year 2024[89] - As of July 31, 2025, restructuring liabilities related to the September 2024 Reorganization were fully disbursed, while $1.1 million remained for the January 2024 Reorganization and $0.2 million for the September 2023 Reorganization[88][90][93] 6. Debt This note details ChargePoint's debt obligations, including convertible notes and revolving credit facilities, with terms and fair values Debt Instruments Summary (in thousands) | Debt Instrument | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | Change (in thousands) | | :-------------------- | :----------------------------- | :------------------------------ | :-------------------- | | 2028 Convertible Notes (Gross) | $326,042 | $312,750 | $13,292 | | 2028 Convertible Notes (Carrying Amount) | $309,414 | $297,092 | $12,322 | | Estimated fair value (Level 2) | $251,000 | $233,000 | $18,000 | - The gross amount of 2028 Convertible Notes increased by $13.3 million due to the election of PIK Interest during the six months ended July 31, 2025[94][108] - The 2028 Convertible Notes have an effective interest rate of approximately 10.0% as of July 31, 2025[110] - The Company has a $150.0 million 2027 Revolving Credit Facility, with no borrowings or letters of credit outstanding as of July 31, 2025[112][117] 7. Commitments and Contingencies This note discloses ChargePoint's legal proceedings, including class action and derivative lawsuits, and its operating lease liabilities - The Company is involved in class action litigation alleging violations of federal securities laws and premature revenue recognition, with a Second Amended Complaint filed on July 22, 2025[121] - Derivative actions have been filed against the Board of Directors and former officers, alleging breach of fiduciary duties, currently stayed pending resolution of the class action[122] - The Company has non-cancellable operating lease liabilities totaling $18.1 million as of July 31, 2025, with $4.9 million due in the current portion[131] 8. Common Stock This note provides information on ChargePoint's common stock, including shares outstanding and ATM facility termination - As of July 31, 2025, there were 23,357,878 shares of Common Stock issued and outstanding[132] - The 2022 At-the-Market (ATM) Facility, which permitted sales of up to $500.0 million of Common Stock, was terminated on July 11, 2025, and the associated Shelf Registration Statement expired on July 12, 2025[133][134] 9. Common Stock Warrants This note details the number of common stock warrants outstanding and any related activity during the reporting periods - As of July 31, 2025, there were 1,724,971 warrants outstanding, classified as equity, with no warrant activity during the six months ended July 31, 2025 and 2024[135] 10. Equity Plans and Stock-based Compensation This note outlines ChargePoint's equity compensation plans and the associated stock-based compensation expense Stock-based Compensation Expense (in thousands) | Expense Category | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cost of revenue | $1,251 | $1,526 | $2,474 | $2,610 | | Research and development | $9,174 | $10,731 | $17,788 | $19,033 | | Sales and marketing | $2,876 | $4,463 | $5,955 | $9,905 | | General and administrative | $4,915 | $2,049 | $9,862 | $8,820 | | Total stock-based compensation expense | $18,216 | $18,769 | $36,079 | $40,368 | - Total stock-based compensation expense decreased by 3.0% for the three months and 10.6% for the six months ended July 31, 2025, compared to the prior year[137] - As of July 31, 2025, unrecognized stock-based compensation expense was $76.1 million, expected to be recognized over a weighted-average period of 2.1 years[137] 11. Income Taxes This note provides details on ChargePoint's income tax provisions, effective tax rates, and deferred tax assets and liabilities - The effective income tax rate was (1.8)% for the three months and (1.5)% for the six months ended July 31, 2025[147] - The Company maintains a full valuation allowance on its net domestic deferred tax assets, as it is more likely than not that these assets will not be realized[148] - The estimated impact of the One Big Beautiful Bill Act (OBBBA) has been reflected in the tax provision but is not expected to materially impact the effective tax rate due to the valuation allowance position[149] 12. Basic and Diluted Net Loss per Share This note presents the calculation of basic and diluted net loss per share, including weighted average common shares outstanding Basic and Diluted Net Loss per Share Summary | Metric | Three months ended July 31, 2025 | Three months ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net loss | $(66,179) | $(68,874) | $(123,300) | $(140,673) | | Weighted average common shares outstanding | 23,196,534 | 21,376,634 | 23,076,430 | 21,271,738 | | Net loss per share - Basic and Diluted | $(2.85) | $(3.22) | $(5.34) | $(6.61) | - Net loss per share improved to $(2.85) for the three months and $(5.34) for the six months ended July 31, 2025, compared to $(3.22) and $(6.61) respectively in the prior year[150] - Potentially dilutive common share equivalents, including convertible notes, options, RSUs, warrants, and ESPP shares, were excluded from diluted EPS calculation due to their anti-dilutive effect[150] 13. Subsequent Event This note discloses significant events after the reporting period, including new capital raising initiatives - On September 8, 2025, ChargePoint entered into a new At-the-Market (ATM) sales agreement (2025 ATM Facility) to sell up to $150 million of Common Stock[151] - A new registration statement on Form S-3 will be filed to facilitate offers of up to $400 million of various securities, including Common Stock[151] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on ChargePoint's financial condition, operational results, liquidity, and capital resources Overview This overview introduces ChargePoint's business model, history of operating losses, and the impact of a recent reverse stock split - ChargePoint designs, develops, and markets networked EV charging system infrastructure and cloud-based services, targeting commercial, fleet, and residential verticals[154][156] - The Company has incurred net operating losses and negative cash flows from operations since its inception in 2007, with an accumulated deficit of $2,014.7 million as of July 31, 2025[157] - A 1-for-20 reverse stock split was effected on July 28, 2025, retroactively adjusting all share and per share amounts[158] Key Factors Affecting Operating Results This section discusses factors influencing ChargePoint's performance, including EV adoption, market competition, and government incentives - Revenue growth is tied to EV adoption, which is volatile and influenced by macroeconomic factors like interest rates, inflation, and geopolitical events[159][160] - Intense competition in the EV charging market, including a shift towards disaggregated hardware and software solutions, poses a risk to market share[163] - Government incentives for EVs and charging infrastructure are crucial, but the 'One Big Beautiful Bill Act' ended certain tax credits, potentially reducing demand[166][167] Results of Operations and Its Components This section analyzes ChargePoint's revenue, cost of revenue, gross profit, and operating expenses for the reported periods Revenue by Category (in thousands) | Revenue Category | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Networked Charging Systems | $50,421 | $64,146 | -21.4% | $102,480 | $129,520 | -20.9% | | Subscriptions | $39,896 | $36,191 | 10.2% | $77,916 | $69,636 | 11.9% | | Other | $8,273 | $8,202 | 0.9% | $15,834 | $16,426 | -3.6% | | Total Revenue | $98,590 | $108,539 | -9.2% | $196,230 | $215,582 | -9.0% | - Networked Charging Systems revenue decreased by over 20% for both the three and six-month periods due to lower volume[173] - Subscriptions revenue increased by over 10% for both periods, driven by growth in ChargePoint Platform and Assure subscriptions[174] Cost of Revenue and Gross Profit (in thousands) | Expense Category | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Cost of Networked Charging Systems Revenue | $46,492 | $59,234 | -21.5% | $95,130 | $120,300 | -20.9% | | Cost of Subscriptions Revenue | $15,534 | $18,558 | -16.3% | $30,900 | $36,300 | -14.9% | | Cost of Other Revenue | $5,836 | $5,162 | 13.1% | $11,486 | $9,787 | 17.4% | | Gross Profit | $30,728 | $25,585 | 20.1% | $58,714 | $49,195 | 19.3% | | Gross Margin | 31.2% | 23.6% | 7.6 pp | 29.9% | 22.8% | 7.1 pp | - Gross profit and gross margin increased significantly, primarily due to higher subscription revenue as a percentage of total revenue and improved subscription margins[185] Operating Expenses (in thousands) | Operating Expense | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Research and development | $36,479 | $36,510 | -0.1% | $69,989 | $72,562 | -3.5% | | Sales and marketing | $25,033 | $36,699 | -31.8% | $51,225 | $71,698 | -28.6% | | General and administrative | $28,193 | $15,122 | 86.4% | $50,317 | $34,819 | 44.5% | - Sales and marketing expenses decreased substantially (31.8% for 3 months, 28.6% for 6 months) due to personnel reductions, lower stock-based compensation, and reduced bad debt and marketing expenses[191][192] - General and administrative expenses increased significantly (86.4% for 3 months, 44.5% for 6 months) due to non-recurring operating expenses and higher stock-based compensation[195][196] Liquidity and Capital Resources This section examines ChargePoint's ability to meet financial obligations, including cash position, debt, and future capital raising plans - ChargePoint's primary liquidity sources are cash and cash equivalents, sales to customers, and debt financing[206] - As of July 31, 2025, cash and cash equivalents and restricted cash totaled $194.5 million, down from $225.0 million on January 31, 2025[208] - The Company believes its current cash and sales will satisfy working capital and capital requirements for at least the next twelve months[208] - The 2028 Convertible Notes have a principal amount of $300.0 million (amended in Oct 2023) and the 2027 Revolving Credit Facility provides up to $150.0 million, with no outstanding borrowings as of July 31, 2025[209][212][213] - A new 2025 ATM Facility for up to $150.0 million and a new $400.0 million S-3 Shelf Registration Statement are planned to raise additional capital[215] Critical Accounting Policies and Estimates This section highlights ChargePoint's significant accounting policies and estimates that require management's judgment - There have been no material changes to critical accounting policies and estimates compared to those disclosed in the Annual Report on Form 10-K for the year ended January 31, 2025[230] Recent Accounting Pronouncements This section discusses recently issued accounting standards updates and their potential impact on ChargePoint's financial statements - The Company is assessing the impact of recently issued ASUs, including ASU No. 2023-09 (Income Tax Disclosures), ASU No. 2024-03 (Disaggregation of Income Statement Expenses), ASU 2024-04 (Induced Conversions of Convertible Debt Instruments), and ASU 2025-05 (Measurement of Credit Losses for Accounts Receivable and Contract Assets)[68][69][70][71][231] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses ChargePoint's exposure to interest rate and foreign currency risks and its strategies for managing them - ChargePoint is exposed to interest rate risk on its cash and cash equivalents, which are primarily invested in money market funds, with a focus on capital preservation and liquidity[232] - The Company faces foreign currency risk from revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro, British Pound, Canadian Dollar, and Indian Rupee[233][374] - ChargePoint does not currently use financial instruments to hedge foreign currency exchange risk but may consider doing so if international operations become more significant[235][374] Item 4. Controls and Procedures This section confirms the effectiveness of ChargePoint's disclosure controls and reports no material changes in internal control over financial reporting - ChargePoint's disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of July 31, 2025[237] - There have been no changes in internal control over financial reporting during the quarter ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[238] Part II - Other Information This section provides additional information, including legal proceedings, risk factors, and other required disclosures Item 1. Legal Proceedings This section refers to Note 7 for details on legal proceedings, including class action and derivative lawsuits, and the Company's defense stance - The Company is involved in class action lawsuits alleging violations of federal securities laws and premature revenue recognition[121][241] - Derivative actions have also been filed against the Board and former officers, alleging breach of fiduciary duties[122][241] - ChargePoint intends to vigorously defend these lawsuits and is currently unable to predict the outcome or estimate the potential loss[124] Item 1A. Risk Factors This section details various risks that could adversely affect ChargePoint's business, financial condition, and operating results Summary of Principal Risks Associated with ChargePoint's Business This summary highlights ChargePoint's key business risks, including its early-stage market, history of losses, and growth management challenges - ChargePoint operates in an early-stage EV market, has a history of losses and negative cash flows, and expects significant expenses and continuing losses[244] - Success is highly dependent on continued EV adoption and the ability to manage growth effectively amidst intense competition and supply chain disruptions[244] - Risks include inability to anticipate market demand, reliance on third-party channel partners, adverse economic conditions, and potential cyber-attacks or security incidents[244] Risks Related to ChargePoint's Business This section details risks specific to ChargePoint's operations, such as ongoing losses, competition, supply chain reliance, and international expansion - ChargePoint has a history of net losses and negative cash flows, with an accumulated deficit of $2,014.7 million as of July 31, 2025, and expects this to continue[247] - Failure to effectively manage growth in the rapidly evolving EV mobility industry, including improving operational and financial controls, could adversely affect business performance[248][249] - The Company faces intense competition from various players in the EV charging market, including manufacturers of non-networked systems, software providers, and auto OEMs, which could lead to market share decrease[254][257] - Reliance on a limited number of suppliers and contract manufacturers for charging stations increases risks of supply interruptions, increased costs, and delays[273][274] - International expansion, particularly in Europe, exposes ChargePoint to additional tax, compliance, market, and operational risks[285] Risks Related to the EV Market This section outlines risks from the evolving EV market, including dependence on EV adoption, government incentives, and technological changes - ChargePoint's future growth is highly dependent on the continuing adoption of EVs, which is a rapidly evolving and volatile market influenced by consumer perceptions, competition, and macroeconomic factors[309] - The reduction or elimination of government rebates, tax credits, and other financial incentives for EVs and charging stations could significantly reduce demand and adversely impact financial results[313][315] - Rapid technological changes in EV and battery technologies, along with evolving industry standards (e.g., NACS), require continuous product development and innovation, which could incur substantial costs and risk market acceptance delays[318][319][334] Risks Related to ChargePoint's Technology, Intellectual Property and Infrastructure This section addresses risks concerning ChargePoint's technology, including IP protection, product defects, open-source software, and cybersecurity - Failure to adequately protect its core technology and intellectual property through patents, trade secrets, and contractual agreements could result in competitors copying products and a decrease in revenue[322] - ChargePoint may need to defend against intellectual property infringement claims, which can be time-consuming and expensive, potentially leading to substantial damages or redesigns[328][330] - Undetected defects, errors, or bugs in hardware or software could damage reputation, reduce market adoption, and expose the Company to product liability claims[335][337] - Reliance on open-source software may pose risks, including potential requirements to disclose proprietary source code or face litigation[340][341][342] - Cyber-attacks, service disruptions, or security incidents affecting ChargePoint's IT systems or third-party data centers could lead to data breaches, service interruptions, and reputational damage[292][293][296][347] Customer-Related Risks This section covers risks associated with ChargePoint's customer base, such as data privacy, support quality, and subscription renewal rates - Inability to leverage customer data in all geographic locations, particularly due to data privacy regulations like GDPR, could negatively impact research and development efforts[349] - Failure to maintain high-quality customer support, including for its Assure warranty program and international operations, could adversely affect reputation, business, and financial results[350][351] - ChargePoint's business depends on customers renewing their subscription services; a decline in renewals or failure to add more stations would adversely affect operating results[354][355] Financial, Tax and Accounting-Related Risks This section details financial risks, including internal control weaknesses, quarterly fluctuations, tax law changes, and foreign currency volatility - ChargePoint previously identified and remediated material weaknesses in internal control over financial reporting, but future weaknesses could lead to material misstatements or failure to meet reporting obligations[357][358][359] - Financial condition and operating results are likely to fluctuate quarterly due to factors like sales timing, service costs, new product introductions, and economic conditions[360][362] - Changes to U.S. tax laws (e.g., Tax Cuts and Jobs Act of 2017) or exposure to additional income tax liabilities, especially with international expansion, could adversely affect profitability[363][364][366] - The ability to utilize net operating loss and tax credit carryforwards is conditioned on attaining profitability and generating taxable income, and may be limited by ownership changes under Section 382 and 383 of the Code[369][370][371] - Foreign currency exchange rate fluctuations, particularly with the British Pound, Euro, Canadian Dollar, and Indian Rupee, could materially and adversely affect results of operations[373][374] Risks Related to Legal Matters and Regulations This section outlines legal and regulatory risks, encompassing litigation, data protection laws, ESG compliance, and environmental health and safety - ChargePoint is subject to various types of litigation, including product liability, consumer protection, and intellectual property claims, which may exceed insurance coverage and harm its reputation[376] - Privacy concerns and evolving data protection laws (e.g., GDPR, CCPA) could limit service adoption, lead to regulatory investigations, and incur significant fines or liabilities[377][378][380] - Increasing sustainability and ESG regulations (e.g., California's Climate Corporate Data Accountability Act, EU's Corporate Sustainability Reporting Directive) will incur significant compliance costs and could damage brand reputation if not met[382][383][384] - Compliance with anti-corruption (FCPA, Anti-Bribery Act) and export control laws is critical; violations could lead to substantial fines, penalties, and reputational harm[385][386] - Existing and future environmental health and safety laws could increase compliance and operating costs, with failure to comply potentially resulting in substantial fines[387][388] Risks Related to Ownership of ChargePoint's Securities This section addresses risks for investors, including potential stock dilution, debt covenants, lack of dividends, stock price volatility, and reverse stock split impact - Future sales of Common Stock, including through the 2025 ATM Facility or conversions of the 2028 Convertible Notes, could dilute existing stockholders' ownership and reduce stock price[390][391][392] - The 2027 Revolving Credit Facility imposes restrictive covenants that may limit business flexibility and access to capital, with potential for acceleration of debt upon default[393][394] - ChargePoint has never paid cash dividends and does not anticipate doing so in the foreseeable future, making capital appreciation the sole source of gain for stockholders[399] - The price of ChargePoint's Common Stock is subject to wide fluctuations due to operating results, market conditions, and other factors, potentially leading to substantial losses for purchasers[401] - The recent 1-for-20 reverse stock split, while addressing NYSE listing requirements, could adversely affect market price and liquidity, and potentially have an antitakeover effect[414][415] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states no unregistered sales of equity securities or issuer purchases occurred during the reporting period - No unregistered sales of equity securities occurred during the period[424] - No issuer purchases of equity securities occurred during the period[425] Item 3. Defaults Upon Senior Securities This section indicates that there were no defaults upon senior securities during the reporting period - Not applicable, indicating no defaults upon senior securities[426] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to ChargePoint's operations - Not applicable, indicating no mine safety disclosures[427] Item 5. Other Information This section reports on securities trading plans for executive officers and directors, noting no new adoptions, modifications, or terminations - None of ChargePoint's directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended July 31, 2025[428] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including certifications, XBRL documents, and corporate governance documents - Exhibits include certifications from the CEO and CFO (31.1+, 31.2+, 32.1**, 32.2**), the Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (3.1), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104.0)[431]