CHARGEPOINT HOLDINGS, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

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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, 2022 and
related notes included in the Company's Annual Report on Form 10-K filed with
the SEC on April 4, 2022. This discussion may contain forward-looking statements
based upon current expectations that involve risks and uncertainties.
ChargePoint's actual results may differ materially from those anticipated in
these forward-looking statements as a result of various factors, including those
set forth under "Risk Factors" in Part II, Item 1A of this report.

Insight

ChargePoint designs, develops and markets networked electric vehicle ("EV")
charging system infrastructure ("Networked Charging Systems"), connected through
cloud-based services ("Cloud" or "Cloud Services") which (i) enable charging
system owners, or hosts, to manage their Networked Charging Systems, and (ii)
enable consumers the ability to locate, reserve, authenticate and transact EV
charging sessions. 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, Cloud Services 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 systems, Cloud Services and Assure into a
single subscription ("ChargePoint as a Service" or "CPaaS"). Cloud Services,
Assure and CPaaS are typically paid for up front and revenue is recognized
ratably over the term of the service.

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, ridesharing services,
and is expected to eventually include, autonomous transportation. Residential
includes single family homes and multifamily residences.

On February 26, 2021 ("Closing Date"), Switchback Energy Acquisition Corporation
("Switchback") consummated the previously announced transactions pursuant to
which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback
("Lightning Merger Sub"), merged with ChargePoint, Inc. ("Legacy ChargePoint")
pursuant to a Merger Agreement and Plan of Merger dated as of September 23,
2020, by and among the Company, Lightning Merger Sub Inc., and Switchback
("Merger Agreement"). Legacy ChargePoint survived as a wholly-owned subsidiary
of Switchback ("Merger" and, collectively with the other transactions described
in the Merger Agreement, the "Reverse Recapitalization"). Further, as a result
of the Merger, Switchback was renamed "ChargePoint Holdings, Inc." References to
ChargePoint throughout this Quarterly Report prior to the Merger are references
to Legacy ChargePoint.

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 every year since its inception.
As of July 31, 2022, ChargePoint had an accumulated deficit of $993.6 million.
ChargePoint has funded its operations primarily from customer payments, the
issuance of redeemable convertible preferred stock and convertible notes,
exercise proceeds from options and warrants, borrowings under loan facilities
and proceeds from the Reverse Recapitalization.

RECENT DEVELOPMENTS

Issuance of Convertible Bonds 2027 and ATM Facility

On April 12, 2022, the Company completed a private placement of $300.0 million
of convertible debt notes due 2027 (the "2027 Convertible Notes"), generating
new proceeds of approximately $294.0 million after deducting the initial
purchaser discounts and commissions and the Company's offering expenses. On July
1, 2022, the Company filed a registration statement on Form S-3 (File No.
333-265986) which permits the Company to offer up to $1.0 billion shares of
Common Stock, preferred
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stock, debt securities, warrants and rights in one or more offerings and in any
combination, including in units from time to time (the "Shelf Registration
Statement"). As part of the Shelf Registration Statement, the Company 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 "ATM
Facility"). For a more complete description of the 2027 Convertible Notes and
ATM Facility, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources - Sources of
Liquidity" below.

Main factors affecting operating results

Charging point believes that 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 adoption of electric vehicles

ChargePoint's revenue growth is directly tied to the number of passenger and
commercial EVs sold, which it believes drives the demand for charging
infrastructure. The market for EVs is still rapidly evolving and although demand
for EVs has grown in recent years, there is no guarantee of such future demand.
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 and cost of charging EVs; and
increases in fuel efficiency. In addition, macroeconomic factors, including
governmental mandates and incentives, could impact demand for EVs, particularly
since they can be more expensive than traditional gasoline-powered vehicles.
Further, geopolitical factors, such as the COVID 19 pandemic and the invasion of
Ukraine by Russia, 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 or if there is any slow-down or delay in overall EV
adoption or manufacturing rates, ChargePoint's financial condition and results
of operations could be materially and adversely impacted.

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 Cloud Services software. Existing competitors may expand
their product offerings and sales strategies, and new competitors may enter the
market. If ChargePoint's market share decreases due to increased competition,
its financial condition and results of operations could be materially and
adversely affected. 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.

European expansion

ChargePoint operates in North America and 16 countries in Europe. Europe is
expected to be a significant contributor to ChargePoint's revenue in future
years. ChargePoint has been and is investing heavily to succeed in Europe.
ChargePoint is also working to grow its European business through partnerships
with channel partners and car leasing companies and through its recently closed
acquisitions of ViriCiti B.V. ("ViriCiti") and has•to•be gmbh ("HTB") (each as
described in Note 3, Business Combination, to the Company's notes to the
condensed consolidated financial statements). In Europe, ChargePoint primarily
competes with other providers of EV charging station networks. Many of these
competitors have limited funding, which could cause poor customer experiences
and have a negative impact on overall EV adoption in Europe. ChargePoint's
growth in Europe requires differentiating itself as compared to these existing
competitors. If ChargePoint is unable to continue penetrating the market in
Europe, its financial condition and results of operations could be materially
and adversely impacted.

Fleet Expansion

ChargePoint's future growth is also highly dependent upon success in fleet
applications, where there is increasing competition, a high customer dependency
on the expected increase in the arrival rate of new vehicles, and likely high
concentrations and volatility of purchasing as fleet operators ultimately choose
their key providers and make large commitments to build out their EV operations.
If the Company is not successful in the fleet vertical, its financial condition
and results of operation could be materially and adversely affected.
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Impact of new product launches and investments in growth

As ChargePoint introduces new products, such as the release of its Level 3 DC
fast charger in fiscal year 2020, its gross margins may be initially negatively
impacted by launch costs and lower volumes until it achieves targeted cost
reductions. Cost reductions may not occur on the timeline ChargePoint expects
due to unanticipated supply chain difficulties, government mandates or
certification requirements. For example, ongoing supply chain challenges and
heightened logistic costs related to disruptions initially caused by the
COVID-19 pandemic and related component shortages decreased gross margins in the
three months ended July 31, 2022, and ChargePoint expects gross margins will
continue to be adversely affected by increased material costs and freight and
logistic expenses through the remainder of the fiscal year and likely into its
fiscal year ending January 31, 2024. In addition, ChargePoint may accelerate its
expenditures where it sees growth opportunities, which may impact gross margin
until upfront costs and inefficiencies are absorbed and normalized operations
are achieved. Further, ChargePoint continues to invest in prioritizing an
assurance of supply of its products and new customer acquisition as part of its
"land and expand" model, which in the current environment, puts pressure on
gross margins and increases operating expenses. ChargePoint also continuously
evaluates and may adjust its expenditures 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.

Mandates, Incentives and Government 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. These governmental rebates, tax credits and other financial
incentives significantly lower the effective price of EVs and EV infrastructure
to customers. For example, the Infrastructure Investment and Jobs Act signed
into law on November 15, 2021 (the "Jobs Act") would provide additional funding
for EVs and EV charging infrastructure through the creation of new programs and
grants and the expansion of existing programs, including $7.5 billion for EV
charging along highway corridors and communities. In addition, the Inflation
Reduction Act of 2022 (the "IRA") signed into law on August 16, 2022 includes
incentives and tax credits aimed at reducing the effects of climate change, such
as the extension of electric vehicle charging infrastructure tax credits under
Section 30C and tax credits for electric vehicles under Section 30D of the
Internal Revenue Code of 1986, as amended (the "Code") through 2032. There are
numerous restrictions and requirements associated with qualifying for the
electric vehicle tax credits available under the IRA and ChargePoint is still
assessing how the IRA may impact its business and EV sales generally. Further,
incentives such as the Jobs Act and IRA take time to be disbursed and to affect
actual expenditure decisions. These incentives may also expire on specified
dates, end when the allocated funding is no longer available, or be reduced or
terminated as a matter of regulatory or legislative policy. Any reduction in
rebates, tax credits or other financial incentives could reduce the demand for
EVs and for charging infrastructure, including infrastructure ChargePoint
offers.

ChargePoint also derives other revenue from fees received for regulatory credits
earned for participating in low carbon fuel programs in some U.S. states,
British Columbia and in the future, in Germany. ChargePoint claims these
regulatory credits only if they are not claimed by purchasers of its EV charging
stations. If a material percentage of its customers were to claim these
regulatory credits, ChargePoint's revenue from this source could decline
significantly, which could have an adverse effect on its revenue and overall
gross margin. Prior to fiscal year 2021, ChargePoint derived a slight majority
of its other revenue from these regulatory credits. However, revenue from this
source as a percentage of total revenue has declined recently and may continue
to decline over time. Further, the availability of such credits depends on
continued governmental support for these programs. If these programs are
modified, reduced or eliminated, ChargePoint's ability to generate this revenue
in the future would be adversely impacted.

Supply chain disruptions and COVID-19

In March 2020, the World Health Organization characterized COVID-19 as a
pandemic. The impact of COVID-19, including changes in consumer and business
behavior, pandemic fears and market downturns, and restrictions on business and
individual activities, has created significant volatility in the global economy
and led to reduced economic activity. The spread of COVID-19 has disrupted
ChargePoint's supply chain and heightened its freight and logistic costs, and
has similarly disrupted manufacturing, delivery and overall supply chain of
vehicle manufacturers and suppliers, which has led to fluctuations in EV sales
in markets around the world. These ongoing supply chain challenges and
heightened logistic costs decreased gross margins in the three and six months
ended July 31, 2022, and ChargePoint expects that gross margins will continue to
be
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negatively impacted by increased material costs and freight and logistics costs during the remainder of the year ending January 31, 2023.

As a result of the COVID-19 pandemic, ChargePoint initially modified its
business practices (including reducing employee travel, recommending that all
non-essential personnel work from home and canceling or reducing physical
participation in sales activities, meetings, events and conferences),
implemented additional safety protocols for essential workers, and implemented
temporary cost cutting measures in order to reduce its operating costs. In May
2022, ChargePoint commenced a "return-to-office" plan, which included shifting
to a hybrid model where employees have the flexibility to work from home or from
the office. The ongoing COVID-19 pandemic has resulted in government authorities
implementing numerous measures to try to contain the COVID-19 virus, such as
travel bans and restrictions, quarantines, stay-at-home or shelter-in-place
orders and business shutdowns. While these measures may be relaxed or revised in
some areas, there is no guarantee these measures will not be reinstated or
resumed due to additional variants of COVID-19 or the inability or
ineffectiveness of public health measures to limit the further spread of
COVID-19. ChargePoint may take further actions as may be required by government
authorities or that it determines are in the best interests of its employees,
customers, suppliers, vendors and business partners as the result of the
COVID-19 pandemic.

The ultimate full societal and economic impact of the COVID-19 pandemic remains
unknown and its duration and extent depend on current and future developments
that cannot be accurately predicted. It has already had an adverse effect on the
global economy, the persistence of which has varied over time and across the
geographies in which ChargePoint operates. The conditions caused by the COVID-19
pandemic, such as more prevalence of more permanent work-from-home policies, are
likely to continue affecting the rate of global infrastructure spending, and
thus to continue to adversely impact ChargePoint's commercial business and its
overall gross margin as ChargePoint's commercial business contributes higher
margins than its residential and fleet businesses. Further, the COVID-19
pandemic could continue to disrupt supply chains and heighten component and
shipping pricing and logistics expenses and further adversely impact
ChargePoint's gross margins, adversely affect demand for ChargePoint's
platforms, lengthen its product development and sales cycles, reduce the value,
renewal rate or duration of subscriptions, negatively impact collections of
accounts receivable, reduce expected spending from new customers, cause some of
its paying customers to go out of business and limit the ability of its direct
sales force to travel to customers and potential customers, all of which could
adversely affect ChargePoint's business, results of operations and financial
condition.

Operating results and its components

Revenue

Network charging systems

Networked Charging Systems revenue consists of the deliveries of EV charging
system infrastructure, which include a range of Level 2 AC products for use in
residential, commercial and fleet applications, and Level 3 DC, or fast-charge
products for use in commercial and fleet applications. ChargePoint generally
recognizes revenue from sales of Networked Charging Systems upon shipment to the
customer, at which point ChargePoint's performance obligation is satisfied.

Subscriptions

Subscriptions revenue consists of services related to Cloud, as well as extended
maintenance service plans under Assure. Subscription revenue also includes CPaaS
revenue which combines the customer's use of ChargePoint's owned and operated
systems with Cloud 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
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.
Subscription 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 fees received for transferring regulatory credits
earned for participating in low carbon fuel programs in some states, 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 regulatory credits is recognized when the regulatory
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credits are transferred. 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 operate the sites.
Revenue from professional services is recognized as the services are rendered.

For the remainder of fiscal year 2023, ChargePoint expects Networked Charging
Systems and subscriptions revenue to grow due to an increasing arrival rate of
EVs and the need for charging infrastructure to support them.

                                        July 31,
Networked Charging Systems        2022            2021                Change
                                           (dollar amounts in thousands)
Three months ended            $   84,148       $ 40,874       $ 43,274       105.9  %
Percentage of total revenue         77.7  %        72.8  %

Six months ended              $  143,699       $ 67,674       $ 76,025       112.3  %
Percentage of total revenue         75.7  %        70.0  %


Networked Charging Systems revenue increased during the three and six months
ended July 31, 2022 compared to the three and six months ended July 31, 2021
primarily due to higher demand from customers in our three verticals, resulting
in higher volumes of systems delivered across ChargePoint's major product
families.

                                        July 31,
Subscriptions                     2022            2021                Change
                                           (dollar amounts in thousands)
Three months ended            $   20,244       $ 12,082       $  8,162        67.6  %
Percentage of total revenue         18.7  %        21.5  %

Six months ended              $   37,890       $ 22,906       $ 14,984        65.4  %
Percentage of total revenue         19.9  %        23.7  %


Subscriptions revenue increased during the three and six months ended July 31,
2022 compared to the three and six months ended July 31, 2021 primarily due to
growth in the number of Networked Charging Systems connected to ChargePoint's
network.

                                          July 31,
Other Revenue                      2022                 2021               Change
                                             (dollar amounts in thousands)
Three months ended            $    3,900             $ 3,165       $   735        23.2  %
Percentage of total revenue          3.6   %             5.6  %

Six months ended              $    8,336             $ 6,051       $ 2,285        37.8  %
Percentage of total revenue          4.4   %             6.3  %


Other revenue increased during the three and six months ended July 31, 2022
compared to the three and six months ended July 31, 2021 mainly due to increased
charging related fees received from drivers using charging sites owned and
operated by ChargePoint and net transaction fees earned for processing payments
collected on driver charging sessions at charging sites owned by ChargePoint's
customers.

Cost of Revenue

Networked Charging Systems

ChargePoint uses contract manufacturers to manufacture the substantial majority
of its Networked Charging Systems. ChargePoint's in-house manufacturing is
typically limited to initial development units and to early customer samples.
ChargePoint's cost of revenue for the sale of Networked Charging Systems
includes the contract manufacturer costs of finished goods and shipping and
handling. Cost of revenue for the sale of Networked Charging Systems also
consists of salaries and
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related personnel expenses, including stock-based compensation, warranty
provisions, depreciation of manufacturing related equipment and facilities,
amortization of capitalized internal-use software, 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 site hosts, network and wireless connectivity
costs for subscription services, field costs for Assure, depreciation of owned
and operated systems used in CPaaS arrangements, amortization of capitalized
internal-use software development costs, 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 and other costs.

                                                       July 31,
Cost of Networked Charging Systems Revenue      2022               2021                        Change
                                                                (dollar amounts in thousands)
Three months ended                          $   74,352          $ 35,384          $ 38,968                110.1  %
Percentage of networked charging systems
revenue                                           88.4  %           86.6  %

Six months ended                            $  130,618          $ 59,126          $ 71,492                120.9  %
Percentage of networked charging systems
revenue                                           90.9  %           87.4  %


Cost of Networked Charging Systems revenue increased during the three and six
months ended July 31, 2022 compared to the three and six months ended July 31,
2021 primarily due to an increase in the number of Networked Charging Systems
delivered.

                                                 July 31,
Cost of Subscriptions Revenue              2022            2021                Change
                                                    (dollar amounts in thousands)
Three months ended                     $   13,278       $  7,830       $  5,448        69.6  %
Percentage of subscriptions revenue          65.6  %        64.8  %

Six months ended                       $   23,905       $ 13,470       $ 10,435        77.5  %
Percentage of subscriptions revenue          63.1  %        58.8  %


Cost of subscriptions revenue increased during the three and six months ended
July 31, 2022 compared to the three and six months ended July 31, 2021 primarily
due to increases in customer support headcount and resulting personnel
compensation and stock-based compensation increase driven by ChargePoint
expanding its network of charging systems.

                                          July 31,
Cost of Other Revenue              2022                 2021               Change
                                             (dollar amounts in thousands)
Three months ended            $    2,509             $ 2,130       $   379        17.8  %
Percentage of other revenue         64.3   %            67.3  %

Six months ended              $    5,142             $ 4,041       $ 1,101        27.2  %
Percentage of other revenue         61.7   %            66.8  %


Other cost of revenue increased during the three and six months ended July 31,
2022 compared to the three and six months ended July 31, 2021 primarily related
to increased other operating costs.
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Gross profit and gross margin

Gross profit is revenue less cost of revenue and gross margin is gross profit as
a percentage of revenue. ChargePoint offers a range of Networked Charging
Systems products which vary widely in selling price and associated gross margin.
For example the product mix in ChargePoint's commercial business tends to
contribute higher gross margins than its product mix in its residential and
fleet businesses. Accordingly, ChargePoint's gross profit and gross margin have
varied and are expected to continue to vary from period to period due to revenue
levels; geographic, vertical and product mix; new product introductions, its
efforts to optimize its operations and supply chain, and purchase price
variances it may need to pay due to component shortages or supply chain
disruptions.

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 mix
continues to vary and as ChargePoint continues to optimize for customer
acquisition and prioritize assurance of supply of its products as part of its
"land and expand" model, launch new Networked Charging Systems products, grow
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. In addition, ChargePoint expects gross margins will continue
to be adversely affected by increased material costs due to industry-wide
component supply shortages, particularly due to the shortage of semiconductors,
and increased freight and logistic expenses through at least the remainder of
the fiscal year as a result of ongoing worldwide supply chain disruptions.

                                          July 31,
Gross Profit and Gross Margin        2022           2021                 Change
                                              (dollar amounts in thousands)
Three months ended               $  18,153       $ 10,777       $  7,376         68.4  %
Gross margin                          16.8  %        19.2  %        (2.4) %

Six months ended                 $  30,260       $ 19,994       $ 10,266         51.3  %
Gross margin                          15.9  %        20.7  %        (4.8) %


Gross profit increased during the three and six months ended July 31, 2022
compared to the three and six months ended July 31, 2021 primarily due to an
increase in Networked Charging Systems sales resulting from a larger number of
charging systems delivered and an increase in Subscriptions revenue.

Gross margin decreased in the three and six months ended July 31, 2022
compared to the three and six months ended July 31, 2021 mainly due to the shift in the product line to lower gross margin products, higher purchasing costs and increased logistics costs incurred due to component shortages and chain challenges supply chain, as well as the resulting increase in customer service staff and staff compensation.

Research and development costs

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, as well as quality assurance, testing, product management,
amortization of capitalized internal-use software, and allocated facilities and
information technology expenses. Research and development costs are expensed as
incurred.

Charging point expects its research and development expenditures to increase in absolute terms for the foreseeable future as Charging point continues to invest in research and development activities to achieve its technology and product roadmap.

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                                              July 31,
Research and Development Expenses       2022            2021                Change
                                                 (dollar amounts in thousands)
Three months ended                  $   51,804       $ 40,410       $ 11,394        28.2  %
Percentage of total revenue               47.8  %        72.0  %

Six months ended                    $  100,105       $ 65,784       $ 34,321        52.2  %
Percentage of total revenue               52.7  %        68.1  %


Research and development expenses increased during the three months ended
July 31, 2022 compared to the three months ended July 31, 2021 primarily due to
a $4.4 million increase in personnel expenses resulting from headcount growth,
and a $4.8 million increase in engineering materials and services costs.

Research and development expenses increased during the six months ended July 31,
2022 compared to the six months ended July 31, 2021 primarily due to a $17.0
million increase in personnel expenses resulting from headcount growth, and a
$12.9 million increase in engineering materials and services costs.

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, helpdesk services for
drivers, amortization of capitalized internal-use software, credit loss
expenses, and allocated facilities and information technology expenses.

ChargePoint expects its sales and marketing expenses to increase on an absolute
basis for the foreseeable future while it continues to add sales and marketing
personnel, expand its sales channels and expand in Europe.

                                           July 31,
Sales and Marketing Expenses         2022            2021                Change
                                              (dollar amounts in thousands)
Three months ended               $   33,873       $ 21,923       $ 11,950        54.5  %
Percentage of total revenue            31.3  %        39.1  %

Six months ended                 $   66,460       $ 37,897       $ 28,563        75.4  %
Percentage of total revenue            35.0  %        39.2  %


Sales and marketing expenses increased during the three months ended July 31,
2022 compared to the three months ended July 31, 2021 primarily due to a $6.8
million increase in personnel expenses resulting from headcount growth, as well
as revenue growth, and a $2.2 million increase in amortization of acquired
intangible assets.

Sales and marketing expenses increased during the six months ended July 31, 2022
compared to the six months ended July 31, 2021 primarily due to a $15.1 million
increase in personnel expenses resulting from headcount growth, as well as
revenue growth, a $4.4 million increase in amortization of acquired intangible
assets, a $2.5 million marketing and consulting expenses, and $2.1 million in
credit loss reserves.

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, amortization of capitalized
internal-use software and general corporate expenses, including allocated
facilities and information technology expenses.

ChargePoint expects its general and administrative expenses to increase in
absolute dollars as it continues to grow its business and to operate as a public
company, including expenses necessary to comply with the rules and regulations
applicable to companies listed on a national securities exchange and related to
compliance and reporting obligations pursuant to the rules

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and regulations of the SECONDas well as higher expenses for directors’ and officers’ insurance, investor relations, and legal, accounting and other professional services.

                                                 July 31,
General and Administrative Expense          2022            2021               Change
                                                   (dollar amounts in thousands)
Three months ended                     $   22,846        $ 22,732       $   114        0.5  %
Percentage of total revenue                  21.1   %        40.5  %

Six months ended                       $   43,893        $ 37,199       $ 6,694       18.0  %
Percentage of total revenue                  23.1   %        38.5  %

General and administrative expenses remained stable during the three months ended
July 31, 2022 compared to the three months ended July 31, 2021.

General and administrative expenses increased during the six months ended
July 31, 2022 compared to the half-year ended July 31, 2021 mainly due to a
$7.3 million increase in personnel costs resulting from the growth in the workforce.

interest income

Interest income consists primarily of interest earned on ChargePoint’s cash, cash equivalents and short-term investments.

                                           July 31,
Interest Income                    2022                   2021               Change
                                              (dollar amounts in thousands)
Three months ended            $     1,460                $ 25       $ 1,435        5740.0  %
Percentage of total revenue           1.3   %               -  %

Six months ended              $     1,566                $ 47       $ 1,519        3231.9  %
Percentage of total revenue           0.8   %               -  %


Interest income increased during the three and six months ended July 31, 2022 as
compared to the three and six months ended July 31, 2021 due to interest from
short-term investments.

Interest Expense

Interest expense consists primarily of the interest on ChargePoint's term loan,
which was paid off in March 2021, and the 2027 Convertible Notes issued in April
2022.

                                        July 31,
Interest Expense                  2022            2021                Change
                                           (dollar amounts in thousands)
Three months ended            $   (2,928)      $      -       $ (2,928)          -  %
Percentage of total revenue         (2.7) %           -  %

Six months ended              $   (3,862)      $ (1,499)      $ (2,363)      157.6  %
Percentage of total revenue         (2.0) %        (1.6) %


Interest expense increased during the three and six months ended July 31, 2022
compared to the three and six months ended July 31, 2021 primarily due to
interest expense on the 2027 Convertible Notes that were issued in April 2022.
As of July 31, 2022, ChargePoint had an aggregate of $300.0 million in
outstanding 2027 Convertible Notes, which mature in April 2027.
                                       46
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Change in fair value of liability related to redeemable convertible preferred share purchase warrants

Redeemable convertible preferred stock warrant liability was subject to
remeasurement to fair value at each balance sheet date. Changes in fair value of
redeemable convertible preferred stock warrant liability were recognized in the
condensed consolidated statements of operations. ChargePoint adjusted the
liability for changes in fair value until the earlier of the exercise or
expiration of the warrants and conversion of redeemable convertible preferred
stock into Common Stock.

There was no change in the fair value of the liability related to redeemable convertible preferred share purchase warrants for the quarter ended July 31, 2022 and 2021 because both periods were zero.

                                                         July 31,
Change in Fair Value of Redeemable Convertible
Preferred Stock Warrant Liability                 2022              2021                        Change
                                                                   (dollar amounts in thousands)

Six months ended                               $     -           $  9,237          $ (9,237)               (100.0) %
Percentage of total revenue                          -   %            9.6  %


The change in fair value of redeemable convertible preferred stock warrant
liability during the six months ended July 31, 2022 compared to the six months
ended July 31, 2021 was primarily due to changes in the fair value of Legacy
ChargePoint's redeemable convertible preferred stock through the date of the
Merger. As of July 31, 2022, ChargePoint had no outstanding redeemable
convertible preferred stock warrant liabilities.

Change in fair value of common share purchase warrant liabilities

Common stock warrant liabilities consisted of publicly-traded warrants ("Public
Warrants") and private placement warrants issued to NGP Switchback, LLC.
("Private Placement Warrants") which ChargePoint assumed in connection with the
Merger and which were subject to remeasurement to fair value at each balance
sheet date. As of April 30, 2022 all Public Warrants and Private Placement
Warrants have been exercised or redeemed.

                                                        July 31,
Change in Fair Value of Common Stock
Warrant Liability                               2022                2021                         Change
                                                                  (dollar amounts in thousands)
Three months ended                          $       -           $ (10,421)         $  10,421                (100.0) %
Percentage of total revenue                         -   %           (18.6) %

Six months ended                            $     (24)          $  33,340          $ (33,364)               (100.1) %
Percentage of total revenue                         -   %            34.5  %


The change in fair value of common stock warrant liability during the three and
six months ended July 31, 2022 compared to the three and six months ended
July 31, 2021 was primarily due to changes in the fair value of Legacy
ChargePoint's common stock through the date of the Merger. As of July 31, 2022,
ChargePoint had no outstanding common stock warrant liabilities.

Change in fair value of contingent liabilities related to price supplements

Contingent earnout liability was accounted for as a liability as of the date of
the Merger and remeasured to fair value until the Earnout Triggering Events (as
described in Note 11, Stock Warrants and Earnouts, to the condensed consolidated
financial statements) were met for the first two tranches in March 2021 and the
corresponding Earnout Shares (as described in Note 11, Stock Warrants and
Earnouts, to the condensed consolidated financial statements) were issued. In
March 2021, the remaining earnout liability converted to be accounted for as
equity. The Earnout Triggering Event was met for the third and final tranche in
June 2021, and in July 2021 the remaining Earnout Shares were issued.
                                       47
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There was no change in the fair value of the contingent earn-out liability for the three months ended July 31, 2022 and 2021 because both periods were zero.

                                                           July 31,
Change in Fair Value of Contingent Earnout
Liability                                        2022                    2021                         Change
                                                                     

(amounts in thousands of dollars)

Six months ended                             $       -                $ 84,420          $ (84,420)               (100.0) %
Percentage of total revenue                          -   %                87.4  %


The final Earnout Shares were issued in July 2021, and as such, there were no
remaining contingent earnout liability during the three and six months ended
July 31, 2022. The Company recorded zero and $84.4 million change in fair value
of contingent earnout liability for the three and six months ended July 31,
2021, respectively, due to the decrease in the fair value of ChargePoint's
Common Stock after consummation of the Merger.

Transaction costs expensed

Transaction costs consist of legal, accounting, banking fees and other costs
that were directly related to the consummation of the Merger. Transaction costs
related to the issuance of shares were recognized in stockholders' equity
(deficit) while costs associated with the warrant liabilities and
non-capitalized amounts were expensed in the condensed consolidated statements
of operations upon the completion of the Merger on February 26, 2021.

No transaction costs were expensed for the three months ended July 31, 2022
and 2021 because both periods were zero.

                                          July 31,
Transaction Costs Expensed      2022                  2021                 Change
                                             (dollar amounts in thousands)

Six months ended              $   -                $ (7,031)      $ 7,031        (100.0) %
Percentage of total revenue       -   %                (7.3) %


During the three and six months ended July 31, 2022, ChargePoint incurred no
further transaction costs related to the consummation of the Merger; during the
three and six months ended July 31, 2021, ChargePoint expensed zero and $7.0
million out of $36.5 million total transaction costs, respectively, related to
the warrant liabilities assumed as part of the Merger.

Other income (expenses), net

Other income (expense), net consists primarily of foreign currency transaction
gains and losses.

                                        July 31,
Other Income (Expense), net        2022            2021               Change
                                           (dollar amounts in thousands)
Three months ended            $    (1,254)       $ (189)      $ (1,065)      563.5  %
Percentage of total revenue          (1.2)  %      (0.3) %

Six months ended              $    (1,702)       $ (174)      $ (1,528)      878.2  %
Percentage of total revenue          (0.9)  %      (0.2) %


ChargePoint incurred higher net other expenses during the three and six months
ended July 31, 2022 as compared to the three and six months ended July 31, 2021,
due to loss from disposal of fixed asset and unfavorable changes in foreign
exchange rates.
                                       48
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Provision for (benefit from) 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        2022                    2021                        Change
                                                                    (dollar amounts in thousands)
Three months ended                          $      (392)              $     65          $   (457)               (703.1) %
Percentage of loss before provision for
income taxes                                        0.4   %               (0.1) %

Six months ended                            $    (2,254)              $    103          $ (2,357)              (2288.3) %
Percentage of loss before provision for
income taxes                                        1.2   %               

(4.0)%

Income tax benefit increased in completed quarters and six months
July 31, 2022 compared to the three and six month periods ended July 31, 2021
mainly due to changes in the deferred tax liability following a reduction in the tax rate in certain foreign jurisdictions.

Cash and capital resources

Sources of liquidity

Historical sources of liquidity

ChargePoint has incurred net losses and negative cash flows from operations
since its inception, which it anticipates will continue for the foreseeable
future. To date, ChargePoint has funded its business primarily with proceeds
from the issuance of redeemable convertible preferred stock, proceeds from the
Merger, proceeds from the issuance of debt, including the 2027 Convertible
Notes, proceeds from warrant and option exercises for cash, and from customer
payments. As of July 31, 2022, ChargePoint had cash and cash equivalents,
short-term investments and restricted cash of $471.9 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.

From inception to July 31, 2022, ChargePoint has primarily raised cash proceeds
from the sale of shares of redeemable convertible preferred stock and Common
Stock, proceeds from debt, such as the 2027 Convertible Notes, and proceeds from
the exercise of warrant and stock options.

In March 2021, Charging point repaid the entire balance of the 2018 Loan (as described in Note 8, Debt, to the condensed consolidated financial statements) of $35.0 million plus accrued interest and prepayment charges of $1.2 million.

Convertible Notes 2027

In April 2022, the Company completed a private placement of $300.0 million
aggregate principal amount of 2027 Convertible Notes, which will mature on April
1, 2027. The net proceeds from the sale of the 2027 Convertible Notes were
approximately $294.0 million after deducting initial purchaser discounts and
commissions and the Company's estimated offering expenses. The Company expects
to use the net proceeds for general corporate purposes.

The 2027 Convertible Notes bear interest at 3.50% per annum, to the extent paid
in cash ("Cash Interest"), which is payable semi-annually in arrears on April
1st and October 1st of each year or 5.00% per annum through the issuance of
additional 2027 Convertible Notes ("PIK Interest"). The 2027 Convertible Notes
are convertible, based on the applicable conversion rate, into cash, shares of
the Company's Common Stock or a combination thereof, at the Company's election.
The initial conversion rate was 41.6119 shares per $1,000 principal amount of
the 2027 Convertible Notes, subject to customary anti-dilution adjustment in
certain circumstances, which represented an initial conversion price of
approximately $24.03 per share.

For additional details refer to Part I, Item 1, Note 8, "Debt," in the Company's
notes to condensed consolidated financial statements in this Quarterly Report on
Form 10-Q.
                                       49
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Shelf check-in and ATM installation

On July 1, 2022, the Company 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 permits the Company to offer up to $1.0 billion 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
"Shelf Registration Statement"). As part of the Shelf Registration Statement,
the Company filed a prospectus supplement registering for sale from time to time
up to $500.0 million shares of Common Stock pursuant to the ATM Facility. As of
July 31, 2022, the Company has not conducted any sales under the ATM Facility.

Long-term liquidity requirements

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. 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 Stockholders. The terms of
debt securities or borrowings could impose significant restrictions on
ChargePoint's operations. 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, the acquisitions of ViriCiti and HTB, 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, the expansion of sales and marketing activities, the
timing and extent of spending to support development efforts, expenses
associated with its international expansion, 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.

If ChargePoint requires additional financing, it may not be able to raise such
financing on acceptable terms or at all. If ChargePoint is unable to raise
additional capital or generate cash flows necessary to expand 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
expansion plans or limit its research and development activities, which could
have a material adverse impact on its business prospects and results of
operations.

Cash flow

For the six months ended July 31, 2022 and 2021

The following table sets forth a summary of ChargePoint's cash flows for the
periods indicated:

                                                                           Six Months Ended
                                                                               July 31,
                                                                       2022                2021
                                                                            (in thousands)
Net cash (used in) provided by:
Operating activities                                               $ (133,672)         $ (61,198)
Investing activities                                                 (296,463)            (7,788)
Financing activities                                                  303,629            541,590

Effects of exchange rates on cash, cash equivalents and restricted cash

                                                        (1,067)                (6)

Net increase in cash, cash equivalents and restricted cash ($127,573) $472,598

Net cash used in operating activities

During the six months ended July 31, 2022, net cash used in operating activities
was $133.7 million, consisting primarily of a net loss of $182.0 million and an
increase in net operating assets of $14.7 million, partially offset by non-cash
charges of $63.0 million. The increase in net operating assets was primarily due
to a $36.2 million increase in accounts receivable, an $18.2 million increase in
inventories, a $10.0 million increase in prepaid expenses and other assets and a
$2.5 million decrease
                                       50
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in operating lease liabilities partially offset by a $20.8 million increase in
deferred revenue, a $16.5 million increase in accrued and other liabilities and
a $14.9 million increase in accounts payable. The non-cash charges primarily
consisted of $41.9 million of stock-based compensation expense, $13.6 million of
depreciation, amortization expense and amortization of deferred contract
acquisition costs, $2.5 million of non-cash operating lease cost and
$5.0 million of other costs.

During the six months ended July 31, 2021, net cash used in operating activities
was $61.2 million, consisting primarily of a net loss of $2.6 million and
non-cash charges of $74.5 million, partially offset by a decrease in net
operating assets of $15.9 million. The decrease in net operating assets was
primarily attributable to a $3.0 million increase in accrued and other
liabilities, a $9.3 million increase in accounts payable, a $5.6 million
decrease in inventories and a $15.9 million increase in deferred revenue,
partially offset by a $9.3 million increase in prepaid expenses and other
assets, a $7.7 million increase in accounts receivable and a $1.0 million
decrease in operating lease liabilities. The non-cash charges primarily
consisted of a $84.4 million change in fair value of contingent earnout
liability, a $33.3 million change in fair value of common stock warrant
liabilities and a $9.2 million change in fair value of redeemable convertible
preferred stock warrant liability, partially offset by $35.9 million of
stock-based compensation expense, $7.0 million of transaction costs expensed,
$5.6 million of depreciation and amortization expense, and $2.0 million of
non-cash operating lease cost.

Net cash (Used in) Provided by investing activities

During the six months ended July 31, 2022, net cash used in investing activities
was $296.5 million consisting of cash paid for purchases of short-term
investments, consisting of marketable debt securities, of $284.8 million,
purchases of property and equipment of $8.9 million and cash paid for
acquisitions (net of cash acquired) related to the acquisition of HTB in the
prior year of $2.8 million.

In the six months ended July 31, 2021the net cash used in investing activities was $7.8 million for the purchase of goods and equipment.

Net cash provided by financing activities

During the six months ended July 31, 2022, net cash provided by financing
activities was $303.6 million, consisting of net proceeds from issuance of
convertible debt of $294.0 million, proceeds from the issuance of common stock
under employee equity plans of $5.4 million, net of tax withholdings, and change
in driver funds and amounts due to customers of $4.2 million.

During the six months ended July 31, 2021, net cash provided by financing
activities was $541.6 million consisting of net proceeds from Merger and PIPE
financing of $511.6 million, proceeds from the exercise of warrants of $117.6
million and proceeds from exercises of vested and unvested stock options of $1.8
million, partially offset by payment of transaction costs related to the Merger
of $32.5 million, issuance of earnout shares, payment of tax withholding
obligations on settlement of earnout shares of $20.9 million and repayment of
borrowings of $36.1 million.

Off-balance sheet arrangements

Charging point is not party to any off-balance sheet arrangements.

Significant 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, net sales and expenses. The Company
evaluates its estimates and assumptions on an ongoing basis, and base 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 on Form 10-Q, there have been no material
changes to its critical accounting policies and estimates as compared to those
disclosed in its audited consolidated financial
                                       51
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statements from January 31, 2022 included in the company’s annual report on Form 10-K filed with the SECOND on April 4, 2022.

Recent accounting pronouncements

For a description of recent accounting pronouncements, including expected dates of adoption and estimated effects, if any, on ChargePoint’s Summary Consolidated Financial Statements, see Part I, Item 1, Note 2, “Summary of Significant Accounting Policies,” in its Notes to the Summary Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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