Cover
Cover - shares | 6 Months Ended | |
Jul. 31, 2022 | Aug. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39004 | |
Entity Registrant Name | ChargePoint Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1747686 | |
Entity Address, Address Line One | 240 East Hacienda Avenue | |
Entity Address, City or Town | Campbell | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95008 | |
City Area Code | 408 | |
Local Phone Number | 841-4500 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | CHPT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 339,867,655 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --01-31 | |
Entity Central Index Key | 0001777393 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jul. 31, 2022 | Jan. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 187,662,000 | $ 315,235,000 |
Restricted cash | 400,000 | 400,000 |
Short-term investments | 283,880,000 | 0 |
Accounts receivable, net of allowance of $6,731 as of July 31, 2022 and $5,584 as of January 31, 2022 | 109,922,000 | 75,939,000 |
Inventories | 53,420,000 | 35,879,000 |
Prepaid expenses and other current assets | 44,902,000 | 36,603,000 |
Total current assets | 680,186,000 | 464,056,000 |
Property and equipment, net | 36,699,000 | 34,593,000 |
Intangible assets, net | 94,482,000 | 107,209,000 |
Operating lease right-of-use assets | 22,571,000 | 25,535,000 |
Goodwill | 205,580,000 | 218,484,000 |
Other assets | 6,512,000 | 6,020,000 |
Total assets | 1,046,030,000 | 855,897,000 |
Current liabilities: | ||
Accounts payable | 45,145,000 | 27,576,000 |
Accrued and other current liabilities | 110,096,000 | 84,328,000 |
Deferred revenue | 83,529,000 | 77,142,000 |
Total current liabilities | 238,770,000 | 189,046,000 |
Deferred revenue, noncurrent | 84,052,000 | 69,666,000 |
Debt, noncurrent | 294,334,000 | 0 |
Operating lease liabilities | 22,727,000 | 25,370,000 |
Deferred tax liabilities | 13,383,000 | 17,697,000 |
Other long-term liabilities | 1,075,000 | 7,104,000 |
Total liabilities | 654,341,000 | 308,883,000 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity (deficit): | ||
Common stock: $0.0001 par value; 1,000,000,000 shares authorized as of July 31, 2022 and January 31, 2022; 338,820,463 and 334,760,615 shares issued and outstanding as of July 31, 2022 and January 31, 2022, respectively | 34,000 | 33,000 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of July 31, 2022 and January 31, 2022; 0 issued and outstanding as of July 31, 2022 and January 31, 2022 | 0 | 0 |
Additional paid-in capital | 1,414,301,000 | 1,366,855,000 |
Accumulated other comprehensive loss | (29,025,000) | (8,219,000) |
Accumulated deficit | (993,621,000) | (811,655,000) |
Total stockholders’ equity | 391,689,000 | 547,014,000 |
Total liabilities and stockholders’ equity | $ 1,046,030,000 | $ 855,897,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2022 | Jan. 31, 2022 |
Current assets: | ||
Allowance for credit loss | $ 6,731 | $ 5,584 |
Stockholders’ equity (deficit): | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 338,820,463 | 334,760,615 |
Common stock, shares outstanding (in shares) | 338,820,463 | 334,760,615 |
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Revenue | ||||
Total revenue | $ 108,292 | $ 56,121 | $ 189,925 | $ 96,631 |
Cost of revenue | ||||
Total cost of revenue | 90,139 | 45,344 | 159,665 | 76,637 |
Gross profit | 18,153 | 10,777 | 30,260 | 19,994 |
Operating expenses | ||||
Research and development | 51,804 | 40,410 | 100,105 | 65,784 |
Sales and marketing | 33,873 | 21,923 | 66,460 | 37,897 |
General and administrative | 22,846 | 22,732 | 43,893 | 37,199 |
Total operating expenses | 108,523 | 85,065 | 210,458 | 140,880 |
Loss from operations | (90,370) | (74,288) | (180,198) | (120,886) |
Interest income | 1,460 | 25 | 1,566 | 47 |
Interest expense | (2,928) | 0 | (3,862) | (1,499) |
Change in fair value of contingent earnout liability | 0 | 0 | 0 | 84,420 |
Transaction costs expensed | 0 | 0 | 0 | (7,031) |
Other (expense) income, net | (1,254) | (189) | (1,702) | (174) |
Net loss before income taxes | (93,092) | (84,873) | (184,220) | (2,546) |
Provision for (benefit from) income taxes | (392) | 65 | (2,254) | 103 |
Net loss | (92,700) | (84,938) | (181,966) | (2,649) |
Cumulative dividends on redeemable convertible preferred stock | 0 | 0 | 0 | (4,292) |
Deemed dividends attributable to vested option holders | 0 | 0 | 0 | (51,855) |
Deemed dividends attributable to common stock warrant holders | 0 | 0 | 0 | (110,635) |
Net loss attributable to common stockholders - Basic | (92,700) | (84,938) | (181,966) | (169,431) |
Gain attributable to earnout shares issued | 0 | 0 | 0 | (84,420) |
Change in fair value of dilutive warrants | 0 | (7,427) | 0 | (53,540) |
Net loss attributable to common stockholders - Diluted | $ (92,700) | $ (92,365) | $ (181,966) | $ (307,391) |
Weighted average shares outstanding - Basic (in shares) | 336,813,555 | 312,227,526 | 335,736,772 | 266,197,482 |
Weighted average shares outstanding - Diluted (in shares) | 336,813,555 | 313,602,100 | 335,736,772 | 275,577,000 |
Net loss per share - Basic (USD per share) | $ (0.28) | $ (0.27) | $ (0.54) | $ (0.64) |
Net loss per share - Diluted (USD per share) | $ (0.28) | $ (0.29) | $ (0.54) | $ (1.12) |
Redeemable convertible preferred stock warrant liability | ||||
Operating expenses | ||||
Change in fair value of warrant liabilities | $ 0 | $ 0 | $ 0 | $ 9,237 |
Common Stock Warrant Liability | ||||
Operating expenses | ||||
Change in fair value of warrant liabilities | 0 | (10,421) | (24) | 33,340 |
Networked charging systems | ||||
Revenue | ||||
Total revenue | 84,148 | 40,874 | 143,699 | 67,674 |
Cost of revenue | ||||
Total cost of revenue | 74,352 | 35,384 | 130,618 | 59,126 |
Subscriptions | ||||
Revenue | ||||
Total revenue | 20,244 | 12,082 | 37,890 | 22,906 |
Cost of revenue | ||||
Total cost of revenue | 13,278 | 7,830 | 23,905 | 13,470 |
Other | ||||
Revenue | ||||
Total revenue | 3,900 | 3,165 | 8,336 | 6,051 |
Cost of revenue | ||||
Total cost of revenue | $ 2,509 | $ 2,130 | $ 5,142 | $ 4,041 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (92,700) | $ (84,938) | $ (181,966) | $ (2,649) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (6,562) | (12) | (19,502) | (5) |
Unrealized loss on short-term investments, net of tax | (1,303) | 0 | (1,303) | 0 |
Other comprehensive loss | (7,865) | (12) | (20,805) | (5) |
Comprehensive loss | $ (100,565) | $ (84,950) | $ (202,771) | $ (2,654) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | |
Temporary equity, beginning balance (in shares) at Jan. 31, 2021 | [1] | 182,934,257 | ||||
Temporary equity, beginning balance at Jan. 31, 2021 | $ 615,697 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (in shares) | [1] | 182,934,257 | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend | $ 615,697 | |||||
Temporary equity, ending balance (in shares) at Apr. 30, 2021 | [1] | 0 | ||||
Temporary equity, ending balance at Apr. 30, 2021 | $ 0 | |||||
Beginning balance (in shares) at Jan. 31, 2021 | [1] | 22,961,032 | ||||
Beginning balance at Jan. 31, 2021 | (616,521) | $ 2 | $ 62,736 | $ 155 | $ (679,414) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (in shares) | [1] | 194,060,336 | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend | 615,697 | $ 20 | 615,677 | |||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reserve capitalization | 66,606 | 66,606 | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | [1] | 60,746,989 | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 200,466 | $ 6 | 200,460 | |||
Issuance of common stock upon exercise of warrants (in shares) | [1] | 9,766,774 | ||||
Issuance of common stock upon exercise of warrants | 225,376 | $ 1 | 225,375 | |||
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) | (828,180) | ||||
Issuance of earnout shares upon triggering events, net of tax withholding (in shares) | [1] | 17,539,657 | ||||
Issuance of earnout shares upon triggering events, net of tax withholding | 488,305 | $ 2 | 488,303 | |||
Reclassification of remaining contingent earn-out liability upon triggering event | 242,640 | 242,640 | ||||
Vesting of early exercised stock options | 78 | 78 | ||||
Repurchase of early exercised common stock (in shares) | [1] | (1,588) | ||||
Stock-based compensation | 7,577 | 7,577 | ||||
Net loss | 82,289 | 82,289 | ||||
Other comprehensive loss | 7 | 7 | ||||
Ending balance (in shares) at Apr. 30, 2021 | [1] | 305,073,200 | ||||
Ending balance at Apr. 30, 2021 | $ 484,340 | $ 31 | 1,081,272 | 162 | (597,125) | |
Temporary equity, beginning balance (in shares) at Jan. 31, 2021 | [1] | 182,934,257 | ||||
Temporary equity, beginning balance at Jan. 31, 2021 | $ 615,697 | |||||
Temporary equity, ending balance (in shares) at Jul. 31, 2021 | 0 | |||||
Temporary equity, ending balance at Jul. 31, 2021 | $ 0 | |||||
Beginning balance (in shares) at Jan. 31, 2021 | [1] | 22,961,032 | ||||
Beginning balance at Jan. 31, 2021 | (616,521) | $ 2 | 62,736 | 155 | (679,414) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (2,649) | |||||
Other comprehensive loss | (5) | |||||
Ending balance (in shares) at Jul. 31, 2021 | 322,170,484 | |||||
Ending balance at Jul. 31, 2021 | $ 535,012 | $ 32 | 1,216,893 | 150 | (682,063) | |
Temporary equity, beginning balance (in shares) at Apr. 30, 2021 | [1] | 0 | ||||
Temporary equity, beginning balance at Apr. 30, 2021 | $ 0 | |||||
Temporary equity, ending balance (in shares) at Jul. 31, 2021 | 0 | |||||
Temporary equity, ending balance at Jul. 31, 2021 | $ 0 | |||||
Beginning balance (in shares) at Apr. 30, 2021 | [1] | 305,073,200 | ||||
Beginning balance at Apr. 30, 2021 | 484,340 | $ 31 | 1,081,272 | 162 | (597,125) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of warrants (in shares) | 4,378,568 | |||||
Issuance of common stock upon exercise of warrants | 113,608 | $ 0 | 113,608 | |||
Issuance of common stock upon exercise of vested stock options (in shares) | 3,292,219 | |||||
Issuance of common stock upon exercise of vested stock options | 1,761 | 1,761 | ||||
Issuance of earnout shares upon triggering events, net of tax withholding (in shares) | 8,773,596 | |||||
Issuance of earnout shares upon triggering events, net of tax withholding | (8,080) | $ 1 | (8,081) | |||
Vesting of early exercised stock options | 40 | 40 | ||||
Issuance of common stock upon release of restricted stock units (in shares) | 652,901 | |||||
Stock-based compensation | 28,293 | 28,293 | ||||
Net loss | (84,938) | (84,938) | ||||
Other comprehensive loss | (12) | (12) | ||||
Ending balance (in shares) at Jul. 31, 2021 | 322,170,484 | |||||
Ending balance at Jul. 31, 2021 | 535,012 | $ 32 | 1,216,893 | 150 | (682,063) | |
Beginning balance (in shares) at Jan. 31, 2022 | [1] | 334,760,615 | ||||
Beginning balance at Jan. 31, 2022 | 547,014 | $ 33 | 1,366,855 | (8,219) | (811,655) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | [1] | 1,631,104 | ||||
Issuance of common stock under stock plans, net of tax withholding | 773 | $ 1 | 772 | |||
Issuance of common stock upon exercise of warrants (in shares) | [1] | 16,948 | ||||
Issuance of common stock upon exercise of warrants | 48 | 48 | ||||
Issuance of common stock upon ESPP purchase (in shares) | [1] | 263,962 | ||||
Issuance of common stock upon ESPP purchase | 3,920 | 3,920 | ||||
Vesting of early exercised stock options | 17 | 17 | ||||
Stock-based compensation | 15,527 | 15,527 | ||||
Net loss | (89,266) | (89,266) | ||||
Other comprehensive loss | (12,941) | (12,941) | ||||
Ending balance (in shares) at Apr. 30, 2022 | [1] | 336,672,629 | ||||
Ending balance at Apr. 30, 2022 | 465,092 | $ 34 | 1,387,139 | (21,160) | (900,921) | |
Beginning balance (in shares) at Jan. 31, 2022 | [1] | 334,760,615 | ||||
Beginning balance at Jan. 31, 2022 | $ 547,014 | $ 33 | 1,366,855 | (8,219) | (811,655) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of vested stock options (in shares) | 2,602,432 | |||||
Net loss | $ (181,966) | |||||
Other comprehensive loss | (20,805) | |||||
Ending balance (in shares) at Jul. 31, 2022 | [1] | 338,820,463 | ||||
Ending balance at Jul. 31, 2022 | 391,689 | $ 34 | 1,414,301 | (29,025) | (993,621) | |
Beginning balance (in shares) at Apr. 30, 2022 | [1] | 336,672,629 | ||||
Beginning balance at Apr. 30, 2022 | 465,092 | $ 34 | 1,387,139 | (21,160) | (900,921) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 2,147,834 | |||||
Issuance of common stock under stock plans, net of tax withholding | 728 | $ 0 | 728 | |||
Vesting of early exercised stock options | 15 | 15 | ||||
Stock-based compensation | 26,419 | 26,419 | ||||
Net loss | (92,700) | (92,700) | ||||
Other comprehensive loss | (7,865) | (7,865) | ||||
Ending balance (in shares) at Jul. 31, 2022 | [1] | 338,820,463 | ||||
Ending balance at Jul. 31, 2022 | $ 391,689 | $ 34 | $ 1,414,301 | $ (29,025) | $ (993,621) | |
[1]The shares of the Company’s common and redeemable convertible preferred stock prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 1. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) | Feb. 26, 2021 |
Recapitalization exchange ratio | 0.9966 |
Switchback | |
Recapitalization exchange ratio | 0.9966 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (181,966) | $ (2,649) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,476 | 5,576 |
Non-cash operating lease cost | 2,451 | 1,963 |
Stock-based compensation | 41,946 | 35,870 |
Amortization of deferred contract acquisition costs | 1,118 | 829 |
Change in fair value of contingent earnout liability | 0 | (84,420) |
Transaction costs expensed | 0 | 7,031 |
Other | 4,991 | 1,236 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (36,178) | (7,657) |
Inventories | (18,239) | 5,620 |
Prepaid expenses and other assets | (9,964) | (9,325) |
Operating lease liabilities | (2,465) | (953) |
Accounts payable | 14,907 | 9,293 |
Accrued and other liabilities | 16,454 | 3,027 |
Deferred revenue | 20,773 | 15,938 |
Net cash used in operating activities | (133,672) | (61,198) |
Cash flows from investing activities | ||
Purchases of property and equipment | (8,872) | (7,788) |
Purchases of short-term investments | (284,835) | 0 |
Cash paid for acquisitions, net of cash acquired | (2,756) | 0 |
Net cash used in investing activities | (296,463) | (7,788) |
Cash flows from financing activities | ||
Proceeds from the exercise of warrants | 0 | 117,598 |
Proceeds from issuance of debt, net of discount and issuance costs | 293,972 | |
Merger and PIPE financing | 0 | 511,646 |
Payments of transaction costs related to Merger | 0 | (32,468) |
Payment of tax withholding obligations on settlement of earnout shares | 0 | (20,894) |
Repayment of borrowings | 0 | (36,051) |
Proceeds from the issuance of common stock under employee equity plans, net of tax withholding | 5,419 | 1,759 |
Change in driver funds and amounts due to customers | 4,238 | 0 |
Net cash provided by financing activities | 303,629 | 541,590 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (1,067) | (6) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (127,573) | 472,598 |
Cash, cash equivalents, and restricted cash at beginning of period | 315,635 | 145,891 |
Cash, cash equivalents, and restricted cash at end of period | 188,062 | 618,489 |
Supplementary cash flow information | ||
Cash paid for interest | 0 | 344 |
Cash paid for taxes | 197 | 115 |
Supplementary cash flow information on noncash investing and financing activities | ||
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities | 910 | 0 |
Vesting of early exercised stock options | 32 | 0 |
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 0 | 615,697 |
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization | 0 | 66,606 |
Contingent earnout liability recognized upon the closing of the reverse recapitalization | 0 | 828,180 |
Reclassification of remaining contingent earnout liability upon triggering event | 0 | 242,640 |
Redeemable convertible preferred stock warrant liability | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 0 | (9,237) |
Private placement warrant liability | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | $ 24 | $ (33,340) |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation ChargePoint Holdings, Inc. (“ChargePoint” or the “Company,” “it,” “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”), 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 drivers the ability to locate, reserve and authenticate Networked Charging Systems, and to transact EV charging sessions on those systems. ChargePoint’s Networked Charging Systems, subscriptions and other offerings provide an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems. This network also provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities. In addition, the Company offers a range of extended warranties (“Assure”), as well as its ChargePoint as a Service (“CPaaS”) program which bundles use of ChargePoint owned and operated systems with Cloud Services, Assure and other benefits into one subscription. The Company’s fiscal year ends on January 31. References to fiscal year 2022 relate to the fiscal year ended January 31, 2022 and to fiscal year 2023 refer to the fiscal year ending January 31, 2023. Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended January 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 4, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of January 31, 2022, included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of July 31, 2022, and the results of operations for the three and six months ended July 31, 2022 and 2021, and cash flows for the six months ended July 31, 2022 and 2021. The results of operations for the three and six ended July 31, 2022, are not necessarily indicative of the results that may be expected for the year ending January 31, 2023. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing and marketing its product offerings, raising capital and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved at the levels or in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or to pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations every year since inception and expects this to continue for the foreseeable future. As of July 31, 2022, the Company had an accumulated deficit of $993.6 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, convertible notes, exercise proceeds from options and warrants, borrowings under loan facilities, customer payments and proceeds from the Reverse Recapitalization (as defined below). The Company had cash, short-term investments and restricted cash of $471.9 million as of July 31, 2022. As of September 8, 2022, the date on which these condensed consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months. The Company’s assessment of the period of time its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its acquisitions, infrastructure and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its Networked Charging Systems and Cloud Services platform, and the overall market acceptance of EVs. The Company has and may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. If additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results and financial condition would be adversely affected. Reverse Recapitalization On February 26, 2021, Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback Energy Acquisition Corporation (“Switchback”), merged with ChargePoint, Inc. (“Legacy ChargePoint”), with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback (the “Merger”). As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger (the “Closing”), Legacy ChargePoint’s outstanding series of redeemable convertible preferred stock were converted to Legacy ChargePoint common stock, which then converted to the Company’s common stock (“Common Stock”). At the Merger, eligible ChargePoint equity holders received or had the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the earnout shares. In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to the Switchback Public Offering on May 16, 2019 ( “Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally, 900,000 Founder Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of the Company’s Common Stock achieved $12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event” and such Founder Shares the “Founder Earn Back Shares”), met the Founder Earn Back Triggering Event on March 12, 2021. At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans. The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009) Less surrender of Switchback Founder Shares (984,706) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 _______________ (1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 (2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company gave effect to the issu ance of 60,746,989 shares o f Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date. In connection with the Merger, the Company raised $511.6 million of proceeds including the contribution of $286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $0.3 million, and $225.0 million of cash in connection with the PIPE financing. The Company incurred $36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $7.0 million was expensed in the condensed consolidated statements of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of January 31, 2022 and 2021 and for the years ended January 31, 2022, 2021 and 2020. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for credit losses, inventory reserves, loss on purchase commitment, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and Common Stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of Common Stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks. At times cash deposit balances may be in excess of federal insurance limits. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of July 31, 2022, one customer individually accounted for 15% of accounts receivable, net. As of January 31, 2022, no customer individually accounted for 10% or more of accounts receivable, net. For the three months ended July 31, 2022, one customer accounted for 13% of total revenue. For the three months ended July 31, 2021, there were no customers that represented 10% or more of total revenue. For the six months ended July 31, 2022 and 2021, there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s business, operating results and financial condition. 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 the Company’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 the Company expects that gross margins will continue to be adversely affected by increased material costs and freight and logistic expenses through the remainder of the fiscal year ending January 31, 2023. As a result of the COVID-19 pandemic, the Company 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, the Company commenced a “return-to-office” plan, which includes 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. The Company may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners 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 the Company operates. The conditions caused by the COVID-19 pandemic, such as more prevalence of permanent work-from-home policies, are likely to continue affecting the rate of global infrastructure spending, and thus to continue to adversely impact the Company’s commercial business and its overall gross margin as the Company’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 the Company’s gross margins, adversely affect demand for the Company’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 the Company’s direct sales force to travel to customers and potential customers, all of which could adversely affect the Company’s business, results of operations and financial condition. Segment Reporting The Company operates as one operating segment because its Chief Executive Officer, as the Company’s chief operating decision maker, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. Restricted cash of $0.4 million as of July 31, 2022 and January 31, 2022 relates to cash deposits restricted under letters of credit issued in support of trade agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: July 31, January 31, (in thousands) Cash and cash equivalents $ 187,662 $ 315,235 Restricted cash 400 400 Total cash, cash equivalents, and restricted cash $ 188,062 $ 315,635 Short Term Investments The Company's portfolio of marketable debt securities is comprised solely of U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the condensed consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the condensed consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the condensed consolidated statements of operations. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in other income (expense), net in the condensed consolidated statements of operations. Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. Remaining Performance Obligations Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s Assure, Cloud and CPaaS subscription terms typically range from one Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of Cloud and Assure services not yet rendered as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Current deferred revenue represents deferred revenue that will be recognized within twelve months, and non-current is deferred revenue that will be recognized beyond that twelve-month period. Total deferred revenue was $167.6 million and $146.8 million as of July 31, 2022 and January 31, 2022, respectively. The Company recognized $14.7 million and $7.7 million of revenue during the three months ended July 31, 2022 and 2021, and $37.4 million and $22.9 million of revenue during the six months ended July 31, 2022 and 2021, respectively, that was included in the deferred revenue balance at the beginning of the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Valuation allowances, if management deems them necessary, are established to reduce deferred tax assets to the amount that more likely than not will be realized and primarily relate to the ability to utilize losses in various tax jurisdictions. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be “more likely than not” to be sustained upon examination by taxing authorities. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax position liabilities for any of the reporting periods presented. Accounting Pronouncements Recently Issued Accounting Standards In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-02, “ Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” which addresses areas identified by the FASB as part of its post-implementation review of ASU 2016-13, “ Financial Instruments--Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) that introduced the current expected credit losses (“CECL”) model. The new guidance eliminates the accounting guidance for troubled debt restructurings by creditors that have already adopted the CECL model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the new guidance requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination. The guidance will be effective for public business entities that have adopted ASU 2016-13 for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact of this guidance on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Adopted In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on February 1, 2022 and the amendment in this guidance was applied to the convertible note the Company issued in April 2022 (see Note 8, Debt ). There were no financial instrument outstanding as of the beginning of the fiscal year 2023 that requires the Company to apply modified retrospective approach. In November 2021, the FASB issued ASU No. 2021-10, “ Government Assistance |
Business Combinations
Business Combinations | 6 Months Ended |
Jul. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business CombinationsViriCiti B.V. On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti B.V. (“ViriCiti”) for $79.4 million in cash, as well as up to $7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023 (“ViriCiti Earnout”). ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations. The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill. The total purchase price was allocated to $62.8 million of goodwill, $17.7 million of customer relationship intangible assets, and $6.6 million of developed technology intangible assets acquired, and deferred tax liabilities of $3.5 million and net liabilities of $0.2 million were assumed. Goodwill is not deductible for tax purposes . has•to•be gmbh On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $235.0 million, consisting of $132.9 million in cash and $102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $17.92 per share on the acquisition date. Of the cash component, $2.8 million was paid on February 3, 2022 as part of a working capital adjustment, and of the shares, 885,692, valued at $15.9 million, are held in escrow to cover indemnity claims the Company may make within eighteen months from the closing date. HTB is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand the Company’s market share in Europe. The acquisition of HTB was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date, and the excess was recorded as goodwill. The total purchase price was allocated to $159.0 million of goodwill, $78.7 million of customer relationship intangible assets, $12.7 million of developed technology intangible assets, and net assets of $2.9 million acquired, and deferred tax liabilities of $18.3 million were assumed. Goodwill is not deductible for tax purposes . There were no measurement period adjustments for the three and six months ended July 31, 2022, and the Company does not expect any other remeasurement adjustment going forward. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table summarizes the changes in carrying amounts of goodwill (in thousands): Balance as of January 31, 2022 $ 218,484 Foreign exchange fluctuations (12,904) Balance as of July 31, 2022 $ 205,580 There was no impairment recognized for the three and six months ended July 31, 2022 and 2021. The following table presents the details of intangible assets (amounts in thousands, useful lives in years): July 31, 2022 Cost (1) Accumulated Amortization (1) Net (1) Useful Life Customer Relationships $ 86,713 $ (7,357) $ 79,356 10 Developed Technology 17,705 (2,579) 15,126 6 $ 104,418 $ (9,936) $ 94,482 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2022 Cost (1) Accumulated Amortization (1) Net (1) Useful Life Customer Relationships $ 93,065 $ (3,223) $ 89,842 10 Developed Technology 18,731 (1,364) 17,367 6 $ 111,796 $ (4,587) $ 107,209 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statement of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st. Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $3.0 million and $5.8 million for the three and six months ended July 31, 2022, respectively. There was no amortization expense for the three and six months ended July 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of July 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 75,954 $ — $ — $ 75,954 U.S. Treasury securities — 283,880 — 283,880 Total financial assets $ 75,954 $ 283,880 $ — $ 359,834 Liabilities Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,488 5,488 Total financial liabilities $ — $ — $ 5,488 $ 5,488 Fair Value Measured as of January 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 254,716 $ — $ — $ 254,716 Total financial assets $ 254,716 $ — $ — $ 254,716 Liabilities Common stock warrant liabilities (Private Placement) $ — $ — $ 25 $ 25 Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,993 5,993 Total financial liabilities $ — $ — $ 6,018 $ 6,018 The money market funds were classified as cash and cash equivalents on the condensed consolidated balance sheets. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of July 31, 2022 and January 31, 2022. Realized gains and losses, net of tax, were not material for any of the periods presented. Short-term investments, consisting of U.S. treasury securities, were classified as available-for-sale on purchase date and recorded at fair value on the condensed consolidated balance sheets (See Note 6, Short-Term Investments ). As of July 31, 2022 and January 31, 2022, the Company had no investments with a contractual maturity of greater than one year. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Private placement warrant liability ViriCiti Earnout liability (in thousands) Fair value as of January 31, 2022 $ (25) $ (5,993) Change in fair value included in other income (expense), net (23) — Effect of foreign currency translation — 505 Reclassification of warrants to stockholders’ equity (deficit) due to exercise 48 — Fair value as of July 31, 2022 $ — $ (5,488) Redeemable convertible preferred stock warrant liability Private placement warrant liability Earnout liability (in thousands) Fair value as of January 31, 2021 $ (75,843) $ — $ — Private placement warrant liability acquired as part of the merger — (127,888) — Contingent earnout liability recognized upon the closing of the reverse recapitalization — — (828,180) Change in fair value included in other income (expense), net 9,237 49,264 84,420 Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 51,756 — Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization 66,606 — — Issuance of earnout shares upon triggering events — — 501,120 Reclassification of remaining contingent earnout liability upon triggering event — — 242,640 Fair value as of July 31, 2021 $ — $ (26,868) $ — Private Placement Liability The fair values of the private placement warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The significant unobservable inputs used in the fair value measurements of the private placement warrant liability include the expected volatility and dividend yield. In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company's redemption option at the earliest possible date (see Note 11, Stock Warrants and Earnout ). ViriCiti Earnout Liability On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti. The purchase price consideration included an earnout consideration contingent on meeting certain revenue targets through January 31, 2023. The fair value of the ViriCiti Earnout liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The ViriCiti Earnout liability was valued using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earnout period based on the most reliable information available. The liability is remeasured to fair value based upon the attainment against the revenue targets and changes in the fair value of earnout liabilities is presented in the consolidated statements of operations using Level 3 fair value inputs. |
Short-Term Investments
Short-Term Investments | 6 Months Ended |
Jul. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Short-Term Investments Short-term investments consisted of the following: July 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 282,577 $ — $ (1,303) $ 283,880 $ 282,577 $ — $ (1,303) $ 283,880 The amortized cost and fair value amounts include accrued interest receivable of $0.8 million as of July 31, 2022. There were no short-term investments as of January 31, 2022. The U.S. treasury securities are debt securities stated on the condensed consolidated statement of balance sheet at fair value based upon inputs other than quoted prices in active markets (Level 2 inputs). The Company recorded unrealized losses of $1.3 million as a component of other comprehensive loss for the three and six months ended July 31, 2022. The Company did not recognize any gains or losses for the three and six months ended July 31, 2022. As of July 31, 2022, all of the available-for-sale debt securities were in a continuous unrealized loss position for less than 12 months. During the three and six months ended July 31, 2022, the Company did not recognize credit-related impairment losses and had no ending allowance for credit losses. The decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not the Company will hold the debt securities until maturity or a recovery of the cost basis. As of July 31, 2022, all of the marketable debt securities have contractual maturities of less than one year. |
Composition of Certain Financia
Composition of Certain Financial Statement Items | 6 Months Ended |
Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Financial Statement Items | Composition of Certain Financial Statement Items Inventories Inventories consisted of the following: July 31, January 31, (in thousands) Raw materials $ 15,117 $ 9,712 Finished goods and components 38,303 26,167 Total Inventories $ 53,420 $ 35,879 Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following: July 31, January 31, (in thousands) Prepaid expense $ 25,687 $ 16,951 Other current assets 19,215 19,652 Total Prepaid Expense and Other Current Assets $ 44,902 $ 36,603 Property and Equipment, net Property and equipment, net consisted of the following: July 31, January 31, (in thousands) Furniture and fixtures $ 1,044 $ 903 Computers and software 6,558 6,147 Machinery and equipment 20,682 16,193 Tooling 11,303 10,572 Leasehold improvements 10,123 10,549 Owned and operated systems 21,566 22,546 Construction in progress 4,406 2,720 75,682 69,630 Less: Accumulated depreciation (38,983) (35,037) Total Property and Equipment, Net $ 36,699 $ 34,593 Depreciation expense for the three months ended July 31, 2022 and 2021 was $3.3 million and $2.9 million, respectively. Depreciation expense for the six months ended July 31, 2022 and 2021 was $6.7 million and $5.6 million, respectively. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: July 31, January 31, (in thousands) Accrued expenses $ 40,065 $ 31,865 Refundable customer deposits 11,812 9,409 Payroll and related expenses 19,215 16,131 Taxes payable 13,304 8,955 Other liabilities (including ViriCiti Earnout) 25,700 17,968 Total Accrued and Other Current Liabilities $ 110,096 $ 84,328 As of July 31, 2022, ViriCiti Earnout liability is reclassified from long-term liabilities to current liabilities as the Company expects the liability to be payable within twelve months. Revenue Revenue consisted of the following: Three Months Ended July 31, Six Months Ended July 31, 2022 2021 2022 2021 (in thousands) United States $ 84,610 $ 51,109 $ 146,925 $ 86,219 Rest of World 23,682 5,012 43,000 10,412 Total revenue $ 108,292 $ 56,121 $ 189,925 $ 96,631 |
Debt
Debt | 6 Months Ended |
Jul. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2018 Loan In July 2018, the Company entered into a term loan facility with certain lenders (“2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under previous loans. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan was secured by substantially all of the Company’s assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan had a five-year maturity and interest was calculated at LIBOR plus 6.55%. The 2018 Loan agreement was amended on March 20, 2019, to extend the interest only monthly payments through June 30, 2021, to be followed by equal monthly payments of principal and interest. Transaction costs upon entering into the 2018 Loan were recorded as debt discount and were amortized over the term of the 2018 Loan. Total interest expense incurred during the three and six months ended July 31, 2022 and 2021 was nil and $1.5 million, respectively. In March 2021, the Company repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million. 2027 Convertible Notes The following table presents the Company’s convertible debt outstanding: July 31, 2022 (in thousands) Gross Debt Discount and Issuance Costs Carrying Estimated Fair Value 2027 Convertible Note $ 300,000 $ (5,666) $ 294,334 $ 246,000 Total long-term debt $ 300,000 $ (5,666) $ 294,334 $ 246,000 The following table presents the Company’s interest expense related to convertible debt: Three Months Ended Six Months Ended 2022 2022 (in thousands) Contractual interest expense $ 2,625 $ 3,500 Amortization of debt discount and issuance costs 303 362 Total interest expense $ 2,928 $ 3,862 In April 2022, the Company completed a private placement of $300.0 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (the “2027 Convertible Notes”), which will mature on April 1, 2027. The 2027 Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act . 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 offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the 2027 Convertible Notes. 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”), and 5.00% per annum, to the extent paid in kind through an the issuance of additional 2027 Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on April 1st and October 1st of each year, beginning on October 1, 2022. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. 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. Prior to January 1, 2027, the 2027 Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after January 1, 2027, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes. Holders of the 2027 Convertible Notes may convert all or a portion of their 2027 Convertible Notes prior to the close of business on January 1, 2027, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2022, if the Company’s closing Common Stock price for at least 20 trading days out of the most recent 30 consecutive trading days of the preceding calendar quarter is greater than or equal to 130% of the current conversion price of the 2027 Convertible Notes on each applicable trading day; • during the 5 business days period after any 10 consecutive trading days in which, if the trading price per $1,000 principal amount of 2027 Convertible Notes for each trading day of such 10 consecutive trading day period is less than 98% of the product of the Company’s closing Common Stock price and the conversion rate of the 2027 Convertible Notes on each such trading day; • if the Company calls the 2027 Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; • upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or a transaction resulting in the Company’s Common Stock converting into other securities or property or assets. The 2027 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after April 21, 2025, and before the 41st scheduled trading day immediately before the maturity date. The redemption price will be equal to the aggregate principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its 2027 Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if 2027 Convertible Notes are converted after they are called for redemption. Additionally, if the Company undergoes a fundamental change or a change in control transaction (each such term as defined in the indenture governing the 2027 Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their 2027 Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the 2027 Convertible Notes, while the change in control repurchase price will be 125% of the capitalized principal amount of the 2027 Convertible Notes to be purchased plus any accrued and unpaid interest. The indenture governing the 2027 Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $750.0 million. In addition, the indenture governing the 2027 Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25% of the aggregate principal amount of the outstanding 2027 Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the 2027 Convertible Notes to be due and payable immediately. As of July 31, 2022, the effective interest rate on the 2027 Convertible Notes was 3.93%. Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the 2027 Convertible Notes, which approximates the effective interest method. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities and professional services under non-cancellable contracts. As of July 31, 2022, the Company had open purchase commitments for goods and services of $233.5 million, all of which are expected to be received by October 31, 2024. Legal Proceedings The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of July 31, 2022, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the condensed consolidated financial statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the condensed consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed consolidated balance sheets. Guarantees and Indemnifications The Company has service level commitments to certain of its customers warranting levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Leases The Company leases its office facilities under non-cancelable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. The following table presents future payments of lease liabilities under the Company's non-cancelable operating leases as of July 31, 2022 (in thousands): (in thousands) 2023 (remaining nine months) $ 3,188 2024 6,018 2025 5,643 2026 4,667 2027 4,489 Thereafter 10,255 Total undiscounted operating lease payments 34,260 Less: imputed interest (8,047) Total operating lease liabilities 26,213 Less: current portion of operating lease liabilities (3,486) Operating lease liabilities, noncurrent $ 22,727 |
Common Stock
Common Stock | 6 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock As of July 31, 2022 and January 31, 2022, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. There were 338,820,463 and 334,760,615 shares issued and outstanding as of July 31, 2022 and January 31, 2022, respectively. Common Stock Reserved for Future Issuance Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows: July 31, January 31, Stock options issued and outstanding 19,280,776 22,200,869 Restricted stock units outstanding 15,383,445 4,033,418 Common stock warrants outstanding 35,524,021 35,549,024 Shares available for grant under 2021 Equity Incentive Plan 40,909,760 36,370,596 Shares available for grant under 2021 ESPP 11,263,328 8,177,683 Shares available for conversion under 2027 Convertible Notes 20,743,081 — Total shares of Common Stock reserved 143,104,411 106,331,590 |
Stock Warrants and Earnout
Stock Warrants and Earnout | 6 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
Stock Warrants and Earnout | Stock Warrants and Earnout Redeemable Convertible Preferred Stock Warrants Warrants to purchase shares of redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio. At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital. Common Stock Warrants In addition to the warrants to purchase shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. During the three months ended July 31, 2022, no Legacy Warrants were exercised and, accordingly, no shares of Common Stock underlying the Legacy Warrants were issued. During the three months ended July 31, 2021, 587,880 Legacy Warrants were net exercised resulting in the issuance of 558,100 shares of Common Stock. During the three months ended July 31, 2021, there were no cash proceeds received for the exercise of Legacy Warrants. During the six months ended July 31, 2022, 14,568 Legacy Warrants were net exercised resulting in the issuance of 13,223 shares of Common Stock. During the six months ended July 31, 2021, 1,685,185 Legacy Warrants were net exercised resulting in the issuance of 1,480,080 shares of Common Stock. As of July 31, 2022, there were 35,524,021 Legacy Warrants outstanding, which are classified as equity. Private Placement Warrants The Private Placement Warrants were initially recognized as a liability on February 26, 2021, and remeasured to fair value as of any respective exercise dates. The Company recorded no gain or loss and an immaterial loss for the three and six months ended July 31, 2022, and a gain of $3.8 million and $49.2 million for the three and six months ended July 31, 2021, respectively, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Private Placement Warrants were valued using assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant. As of July 31, 2022, there were no Private Placement Warrants outstanding. Public Warrants The Public Warrants were initially recognized as a liability on February 26, 2021 and remeasured to fair value based upon the market price as warrants were exercised. On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders. At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $0.01 per warrant. As of July 31, 2022 and January 31, 2022, no Public Warrants remained outstanding. The Company recognized no gain or loss for the three and six months ended July 31, 2022, and recognized a loss of $14.3 million and $15.9 million for the three and six months ended July 31, 2021, respectively, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations. During the six months ended July 31, 2022 and 2021, proceeds received for the exercise of Public Warrants were zero and $117.6 million, respectively. Warrant Activity Activity of warrants is set forth below: Legacy Warrants Private Placement Warrants Total Common Stock Warrants Outstanding as of January 31, 2022 35,538,589 10,435 35,549,024 Warrants Exercised (14,568) (10,435) (25,003) Outstanding as of July 31, 2022 35,524,021 — 35,524,021 Contingent Earnout Liability During the five-year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint were eligible to receive up to 27,000,000 additional shares of Common Stock (“Earnout Shares”) in three equal tranches if the Earnout Triggering Events (as described in the Merger Agreement) were fully satisfied. The three Earnout Triggering Events were the dates on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of the Company’s Common Stock are then listed) is greater or equal to $15.00, $20.00 and $30.00, respectively, for any ten trading days within any 20 consecutive trading day period within the Earnout Period. Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the Common Stock of ChargePoint. The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are described below. March 12, February 26, Current stock price $27.84 $30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover employee withholding tax obligations, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability was remeasured to $743.7 million, including (i) $501.1 million related to the Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $15.00 and $20.00 VWAP per share thresholds based on the Common Stock price as of March 12, 2021, and (ii) $242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $30.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above. The change in fair value resulted in a gain of $84.4 million recognized in the condensed consolidated statement of operations for the three months ended April 30, 2021. Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price. The third and final Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 6 Months Ended |
Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Plans and Stock-based Compensation | Equity Plans and Stock-based Compensation The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s condensed consolidated statements of operations: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Cost of revenue $ 1,341 $ 2,164 $ 2,126 $ 2,188 Research and development 11,420 13,682 17,398 14,357 Sales and marketing 5,285 4,169 7,831 4,767 General and administrative 8,373 8,278 14,591 14,558 Total stock-based compensation expense $ 26,419 $ 28,293 $ 41,946 $ 35,870 The following sets forth the total stock-based compensation expense by award type: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Stock Options $ 4,210 $ 4,440 $ 8,346 $ 12,017 RSU 18,587 23,853 28,213 23,853 PRSU 1,953 — 1,953 — ESPP 1,669 — 3,434 — Total stock-based compensation expense $ 26,419 $ 28,293 $ 41,946 $ 35,870 The following sets forth the unrecognized stock-based compensation expense and the weighted average period they are expected to be recognized: July 31, 2022 Unrecognized Stock-Based Compensation Expense Weighted-Average Period (in thousands, except period in years) Stock Options $ 24,007 1.31 RSU 164,193 3.49 PRSU 19,046 2.87 ESPP 9,028 1.61 Total unrecognized stock-based compensation expense $ 216,274 2021 Employee Stock Purchase Plan On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date in each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023. The 2021 ESPP allows for up to one increase in contribution during each purchase period. The pre- and post-modification fair values are calculated on the date of the modification. The 2021 ESPP offers a rollover feature that provides for an offering period to be rolled over to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period. The 2021 ESPP rollover occurred when the Company’s closing stock price on March 10, 2022 was below the closing stock price on October 1, 2021, which triggered a new 24-month offering period through March 9, 2024. If an employee elects to increase his or her contribution, or the offering price resets an accounting modification occurs. The incremental expense as a result of such modifications was immaterial for the three and six months ended July 31, 2022, respectively. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors. As of July 31, 2022, 11,263,328 shares of Common Stock were available under the 2021 ESPP. During the three and six months ended July 31, 2022, nil and 263,962 shares of Common Stock have been purchased under the 2021 ESPP, respectively. 2021 Equity Incentive Plan On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”), performance restricted stock units (“PRSU”), and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of July 31, 2022, 40,909,760 shares of Common Stock were available under the 2021 EIP. There were no options granted for the three and six months ended July 31, 2022. 2017 Plan and 2007 Plan In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). As of July 31, 2022, 17,037,742 shares and 2,243,034 shares of Common Stock remained reserved for outstanding awards issued under the 2017 Plan and 2007 Plan, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP. Restricted Stock Units The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of RSUs outstanding under the 2021 EIP as of July 31, 2022 and changes during the period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2022 4,033,418 $ 26.27 RSU granted 10,930,410 $ 12.61 RSU vested (1,176,506) $ 21.17 RSU forfeited (409,603) $ 18.67 Outstanding as of July 31, 2022 13,377,719 $ 15.79 Performance Restricted Stock Units On June 1, 2022, pursuant to the 2021 EIP, the Company granted PRSU to certain officers including the Company’s Chief Executive Officer. Vesting of the PRSU is dependent upon the satisfaction of both market- and service-based conditions. The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal to the applicable stock price appreciation target for at least 20 consecutive trading days at any time during the period beginning the date of the grant and ending on the expiration date. There are three stock appreciation targets applicable to each PRSU award, the achievement of which will cause the market-based condition to be satisfied with respect to the following percentage of each award (each of which is called a tranche): $17 per share/25% of total PRSUs, $22 per share/35% of the total PRSUs and $30 per share/40% of the total PRSUs. For officers other than the Company’s Chief Executive Officer, the service-based conditions applicable to 1/20th of the PRSUs subject to each tranche will be satisfied if such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2022 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The PRSU vesting dates are each March 20th, June 20th, September 20th, and December 20th. For the Company’s Chief Executive Officer, the service-based conditions applicable to 1/12th of the PRSUs subject to each tranche will be satisfied if he remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2024 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The Company records stock-based compensation based on the fair value of the PRSU on grant date using the Monte-Carlo valuation. The weighted-average assumptions in the Monte-Carlo valuation used to determine the fair value of the PRSU granted were as follows: June 1, 2022 Expected volatility 74.02 % Risk-free interest rate 2.78 % Dividend rate — % Expected term (in years) 0.71 - 1.73 Expected volatility: the expected volatility was determined by using a blended volatility approach of historical volatility and implied volatility. Risk-free interest rate: the risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options. Expected dividend yield: the expended dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: the expected term input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied. A summary of PRSUs outstanding under the 2021 EIP as of July 31, 2022 and changes during the period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2022 — $ — PRSU granted 2,005,726 $ 10.47 Outstanding as of July 31, 2022 2,005,726 $ 10.47 Stock Options Activity A summary of options outstanding under the 2017 Plan and 2007 Plan as of July 31, 2022 and changes during the periods then ended is presented in the following table: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2022 22,200,869 $ 0.68 6.6 $ 292,362 Options exercised (2,602,432) $ 0.58 Options cancelled (317,661) $ 0.75 Outstanding as of July 31, 2022 19,280,776 $ 0.69 6.3 $ 277,956 Options vested and expected to vest as of July 31, 2022 19,209,593 $ 0.69 6.3 $ 276,935 Exercisable as of July 31, 2022 14,592,828 $ 0.67 5.9 $ 210,669 The options outstanding as of July 31, 2022, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1.5 million shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions. No stock-based compensation expense had been recorded prior to the Merger as the CEO Awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based. As of July 31, 2022, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $21.2 million, which is expected to be recognized over a period of 1.5 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. The effective income tax rate was 0.4% and 1.2% for the three and six months ended July 31, 2022, respectively. The effective tax rate was nil for the three and six months ended July 31, 2021, respectively. The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Daimler AG and its affiliated entities (“Daimler”) are investors in the Company and one of its employees is a member of the Company’s Board of Directors. The following revenue transactions took place between the Company and Daimler during the periods presented: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Daimler $ 2,122 $ 2,071 $ 3,407 $ 3,406 Revenue from related parties $ 2,122 $ 2,071 $ 3,407 $ 3,406 Related party accounts receivable as of July 31, 2022 and January 31, 2022 from Daimler was $2.6 million and $2.2 million, respectively. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 6 Months Ended |
Jul. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended July 31, 2022 and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands, except share and per share data) Numerator: Net loss $ (92,700) $ (84,938) $ (181,966) $ (2,649) Adjust: Cumulative dividends on redeemable convertible preferred stock — — — (4,292) Adjust: Deemed dividends attributable to vested option holders — — — (51,855) Adjust: Deemed dividends attributable to common stock warrant holders — — — (110,635) Net loss attributable to common stockholders - Basic (92,700) (84,938) (181,966) (169,431) Less: Gain attributable to earnout shares issued — — — (84,420) Less: Change in fair value of dilutive warrants — (7,427) — (53,540) Net loss attributable to common stockholders - Diluted $ (92,700) $ (92,365) $ (181,966) $ (307,391) Denominator: Weighted average common shares outstanding 336,911,941 312,465,016 335,845,756 266,473,703 Less: Weighted-average unvested restricted shares and shares subject to repurchase (98,386) (237,490) (108,984) (276,221) Weighted average shares outstanding - Basic 336,813,555 312,227,526 335,736,772 266,197,482 Add: Earnout Shares under the treasury stock method — — — 7,464,203 Add: Public and Private Placement Warrants under the treasury stock method — 1,374,574 — 1,915,315 Weighted average shares outstanding - Diluted 336,813,555 313,602,100 335,736,772 275,577,000 Net loss per share - Basic $ (0.28) $ (0.27) $ (0.54) $ (0.64) Net loss per share - Diluted $ (0.28) $ (0.29) $ (0.54) $ (1.12) As a result of the Merger, the Company retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger were excluded from the diluted net loss per share calculation for the six-month period ended July 31, 2021, because including them would have had an antidilutive effect. The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows: July 31, July 31, 2027 Convertible Note (on an as-converted basis) 12,483,569 — Options to purchase common stock 19,280,776 26,401,717 Restricted stock units 13,377,719 4,017,149 Unvested early exercised common stock options 89,877 211,464 Common stock and preferred stock warrants 35,524,021 37,075,846 Employee stock purchase plan 1,739,928 — Total potentially dilutive common share equivalents 82,495,890 67,706,176 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. |
Use of Estimates | The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for credit losses, inventory reserves, loss on purchase commitment, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and Common Stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of Common Stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks. At times cash deposit balances may be in excess of federal insurance limits. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. |
Segment Reporting | The Company operates as one operating segment because its Chief Executive Officer, as the Company’s chief operating decision maker, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. |
Cash, Cash Equivalents, and Restricted Cash | The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. |
Short Term Investments | The Company's portfolio of marketable debt securities is comprised solely of U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the condensed consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the condensed consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the condensed consolidated statements of operations. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Credit-related impairment losses, not to exceed the amount that fair value is |
Fair Value of Financial Instruments | Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. |
Remaining Performance Obligations and Deferred Revenue | Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods. Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of Cloud and Assure services not yet rendered as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Current deferred revenue represents deferred revenue that will be recognized within twelve months, and |
Income Taxes | The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Valuation allowances, if management deems them necessary, are established to reduce deferred tax assets to the amount that more likely than not will be realized and primarily relate to the ability to utilize losses in various tax jurisdictions. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be “more likely than not” to be sustained upon examination by taxing authorities. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax position liabilities for any of the reporting periods presented. |
Accounting Pronouncements | Recently Issued Accounting Standards In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-02, “ Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” which addresses areas identified by the FASB as part of its post-implementation review of ASU 2016-13, “ Financial Instruments--Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) that introduced the current expected credit losses (“CECL”) model. The new guidance eliminates the accounting guidance for troubled debt restructurings by creditors that have already adopted the CECL model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the new guidance requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination. The guidance will be effective for public business entities that have adopted ASU 2016-13 for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact of this guidance on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Adopted In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on February 1, 2022 and the amendment in this guidance was applied to the convertible note the Company issued in April 2022 (see Note 8, Debt ). There were no financial instrument outstanding as of the beginning of the fiscal year 2023 that requires the Company to apply modified retrospective approach. In November 2021, the FASB issued ASU No. 2021-10, “ Government Assistance |
Description of Business and B_2
Description of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Reverse Recapitalization | The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009) Less surrender of Switchback Founder Shares (984,706) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 _______________ (1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 (2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: July 31, January 31, (in thousands) Cash and cash equivalents $ 187,662 $ 315,235 Restricted cash 400 400 Total cash, cash equivalents, and restricted cash $ 188,062 $ 315,635 |
Restrictions on Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: July 31, January 31, (in thousands) Cash and cash equivalents $ 187,662 $ 315,235 Restricted cash 400 400 Total cash, cash equivalents, and restricted cash $ 188,062 $ 315,635 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in carrying amounts of goodwill (in thousands): Balance as of January 31, 2022 $ 218,484 Foreign exchange fluctuations (12,904) Balance as of July 31, 2022 $ 205,580 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of intangible assets (amounts in thousands, useful lives in years): July 31, 2022 Cost (1) Accumulated Amortization (1) Net (1) Useful Life Customer Relationships $ 86,713 $ (7,357) $ 79,356 10 Developed Technology 17,705 (2,579) 15,126 6 $ 104,418 $ (9,936) $ 94,482 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2022 Cost (1) Accumulated Amortization (1) Net (1) Useful Life Customer Relationships $ 93,065 $ (3,223) $ 89,842 10 Developed Technology 18,731 (1,364) 17,367 6 $ 111,796 $ (4,587) $ 107,209 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of July 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 75,954 $ — $ — $ 75,954 U.S. Treasury securities — 283,880 — 283,880 Total financial assets $ 75,954 $ 283,880 $ — $ 359,834 Liabilities Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,488 5,488 Total financial liabilities $ — $ — $ 5,488 $ 5,488 Fair Value Measured as of January 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 254,716 $ — $ — $ 254,716 Total financial assets $ 254,716 $ — $ — $ 254,716 Liabilities Common stock warrant liabilities (Private Placement) $ — $ — $ 25 $ 25 Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,993 5,993 Total financial liabilities $ — $ — $ 6,018 $ 6,018 |
Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Private placement warrant liability ViriCiti Earnout liability (in thousands) Fair value as of January 31, 2022 $ (25) $ (5,993) Change in fair value included in other income (expense), net (23) — Effect of foreign currency translation — 505 Reclassification of warrants to stockholders’ equity (deficit) due to exercise 48 — Fair value as of July 31, 2022 $ — $ (5,488) Redeemable convertible preferred stock warrant liability Private placement warrant liability Earnout liability (in thousands) Fair value as of January 31, 2021 $ (75,843) $ — $ — Private placement warrant liability acquired as part of the merger — (127,888) — Contingent earnout liability recognized upon the closing of the reverse recapitalization — — (828,180) Change in fair value included in other income (expense), net 9,237 49,264 84,420 Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 51,756 — Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization 66,606 — — Issuance of earnout shares upon triggering events — — 501,120 Reclassification of remaining contingent earnout liability upon triggering event — — 242,640 Fair value as of July 31, 2021 $ — $ (26,868) $ — |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | Short-term investments consisted of the following: July 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 282,577 $ — $ (1,303) $ 283,880 $ 282,577 $ — $ (1,303) $ 283,880 |
Composition of Certain Financ_2
Composition of Certain Financial Statement Items (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: July 31, January 31, (in thousands) Raw materials $ 15,117 $ 9,712 Finished goods and components 38,303 26,167 Total Inventories $ 53,420 $ 35,879 |
Schedule of Other Current Assets | Prepaid expense and other current assets consisted of the following: July 31, January 31, (in thousands) Prepaid expense $ 25,687 $ 16,951 Other current assets 19,215 19,652 Total Prepaid Expense and Other Current Assets $ 44,902 $ 36,603 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: July 31, January 31, (in thousands) Furniture and fixtures $ 1,044 $ 903 Computers and software 6,558 6,147 Machinery and equipment 20,682 16,193 Tooling 11,303 10,572 Leasehold improvements 10,123 10,549 Owned and operated systems 21,566 22,546 Construction in progress 4,406 2,720 75,682 69,630 Less: Accumulated depreciation (38,983) (35,037) Total Property and Equipment, Net $ 36,699 $ 34,593 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: July 31, January 31, (in thousands) Accrued expenses $ 40,065 $ 31,865 Refundable customer deposits 11,812 9,409 Payroll and related expenses 19,215 16,131 Taxes payable 13,304 8,955 Other liabilities (including ViriCiti Earnout) 25,700 17,968 Total Accrued and Other Current Liabilities $ 110,096 $ 84,328 As of July 31, 2022, ViriCiti Earnout liability is reclassified from long-term liabilities to current liabilities as the Company expects the liability to be payable within twelve months. |
Schedule of Revenue | Revenue consisted of the following: Three Months Ended July 31, Six Months Ended July 31, 2022 2021 2022 2021 (in thousands) United States $ 84,610 $ 51,109 $ 146,925 $ 86,219 Rest of World 23,682 5,012 43,000 10,412 Total revenue $ 108,292 $ 56,121 $ 189,925 $ 96,631 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table presents the Company’s convertible debt outstanding: July 31, 2022 (in thousands) Gross Debt Discount and Issuance Costs Carrying Estimated Fair Value 2027 Convertible Note $ 300,000 $ (5,666) $ 294,334 $ 246,000 Total long-term debt $ 300,000 $ (5,666) $ 294,334 $ 246,000 |
Schedule of Interest Expense | The following table presents the Company’s interest expense related to convertible debt: Three Months Ended Six Months Ended 2022 2022 (in thousands) Contractual interest expense $ 2,625 $ 3,500 Amortization of debt discount and issuance costs 303 362 Total interest expense $ 2,928 $ 3,862 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under All Non-cancellable Operating Leases | The following table presents future payments of lease liabilities under the Company's non-cancelable operating leases as of July 31, 2022 (in thousands): (in thousands) 2023 (remaining nine months) $ 3,188 2024 6,018 2025 5,643 2026 4,667 2027 4,489 Thereafter 10,255 Total undiscounted operating lease payments 34,260 Less: imputed interest (8,047) Total operating lease liabilities 26,213 Less: current portion of operating lease liabilities (3,486) Operating lease liabilities, noncurrent $ 22,727 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows: July 31, January 31, Stock options issued and outstanding 19,280,776 22,200,869 Restricted stock units outstanding 15,383,445 4,033,418 Common stock warrants outstanding 35,524,021 35,549,024 Shares available for grant under 2021 Equity Incentive Plan 40,909,760 36,370,596 Shares available for grant under 2021 ESPP 11,263,328 8,177,683 Shares available for conversion under 2027 Convertible Notes 20,743,081 — Total shares of Common Stock reserved 143,104,411 106,331,590 |
Stock Warrants and Earnouts (Ta
Stock Warrants and Earnouts (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants | Activity of warrants is set forth below: Legacy Warrants Private Placement Warrants Total Common Stock Warrants Outstanding as of January 31, 2022 35,538,589 10,435 35,549,024 Warrants Exercised (14,568) (10,435) (25,003) Outstanding as of July 31, 2022 35,524,021 — 35,524,021 |
Fair Value Measurement Inputs and Valuation Techniques | Assumptions used in the valuation are described below. March 12, February 26, Current stock price $27.84 $30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s condensed consolidated statements of operations: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Cost of revenue $ 1,341 $ 2,164 $ 2,126 $ 2,188 Research and development 11,420 13,682 17,398 14,357 Sales and marketing 5,285 4,169 7,831 4,767 General and administrative 8,373 8,278 14,591 14,558 Total stock-based compensation expense $ 26,419 $ 28,293 $ 41,946 $ 35,870 The following sets forth the total stock-based compensation expense by award type: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Stock Options $ 4,210 $ 4,440 $ 8,346 $ 12,017 RSU 18,587 23,853 28,213 23,853 PRSU 1,953 — 1,953 — ESPP 1,669 — 3,434 — Total stock-based compensation expense $ 26,419 $ 28,293 $ 41,946 $ 35,870 The following sets forth the unrecognized stock-based compensation expense and the weighted average period they are expected to be recognized: July 31, 2022 Unrecognized Stock-Based Compensation Expense Weighted-Average Period (in thousands, except period in years) Stock Options $ 24,007 1.31 RSU 164,193 3.49 PRSU 19,046 2.87 ESPP 9,028 1.61 Total unrecognized stock-based compensation expense $ 216,274 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of RSUs outstanding under the 2021 EIP as of July 31, 2022 and changes during the period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2022 4,033,418 $ 26.27 RSU granted 10,930,410 $ 12.61 RSU vested (1,176,506) $ 21.17 RSU forfeited (409,603) $ 18.67 Outstanding as of July 31, 2022 13,377,719 $ 15.79 A summary of PRSUs outstanding under the 2021 EIP as of July 31, 2022 and changes during the period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2022 — $ — PRSU granted 2,005,726 $ 10.47 Outstanding as of July 31, 2022 2,005,726 $ 10.47 |
Share-based Payment Arrangement, Option, Activity | A summary of options outstanding under the 2017 Plan and 2007 Plan as of July 31, 2022 and changes during the periods then ended is presented in the following table: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2022 22,200,869 $ 0.68 6.6 $ 292,362 Options exercised (2,602,432) $ 0.58 Options cancelled (317,661) $ 0.75 Outstanding as of July 31, 2022 19,280,776 $ 0.69 6.3 $ 277,956 Options vested and expected to vest as of July 31, 2022 19,209,593 $ 0.69 6.3 $ 276,935 Exercisable as of July 31, 2022 14,592,828 $ 0.67 5.9 $ 210,669 |
Schedule of Share-Based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions | The Company records stock-based compensation based on the fair value of the PRSU on grant date using the Monte-Carlo valuation. The weighted-average assumptions in the Monte-Carlo valuation used to determine the fair value of the PRSU granted were as follows: June 1, 2022 Expected volatility 74.02 % Risk-free interest rate 2.78 % Dividend rate — % Expected term (in years) 0.71 - 1.73 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following revenue transactions took place between the Company and Daimler during the periods presented: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Daimler $ 2,122 $ 2,071 $ 3,407 $ 3,406 Revenue from related parties $ 2,122 $ 2,071 $ 3,407 $ 3,406 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 6 Months Ended |
Jul. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share Attributable to Common Stockholders, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended July 31, 2022 and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands, except share and per share data) Numerator: Net loss $ (92,700) $ (84,938) $ (181,966) $ (2,649) Adjust: Cumulative dividends on redeemable convertible preferred stock — — — (4,292) Adjust: Deemed dividends attributable to vested option holders — — — (51,855) Adjust: Deemed dividends attributable to common stock warrant holders — — — (110,635) Net loss attributable to common stockholders - Basic (92,700) (84,938) (181,966) (169,431) Less: Gain attributable to earnout shares issued — — — (84,420) Less: Change in fair value of dilutive warrants — (7,427) — (53,540) Net loss attributable to common stockholders - Diluted $ (92,700) $ (92,365) $ (181,966) $ (307,391) Denominator: Weighted average common shares outstanding 336,911,941 312,465,016 335,845,756 266,473,703 Less: Weighted-average unvested restricted shares and shares subject to repurchase (98,386) (237,490) (108,984) (276,221) Weighted average shares outstanding - Basic 336,813,555 312,227,526 335,736,772 266,197,482 Add: Earnout Shares under the treasury stock method — — — 7,464,203 Add: Public and Private Placement Warrants under the treasury stock method — 1,374,574 — 1,915,315 Weighted average shares outstanding - Diluted 336,813,555 313,602,100 335,736,772 275,577,000 Net loss per share - Basic $ (0.28) $ (0.27) $ (0.54) $ (0.64) Net loss per share - Diluted $ (0.28) $ (0.29) $ (0.54) $ (1.12) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows: July 31, July 31, 2027 Convertible Note (on an as-converted basis) 12,483,569 — Options to purchase common stock 19,280,776 26,401,717 Restricted stock units 13,377,719 4,017,149 Unvested early exercised common stock options 89,877 211,464 Common stock and preferred stock warrants 35,524,021 37,075,846 Employee stock purchase plan 1,739,928 — Total potentially dilutive common share equivalents 82,495,890 67,706,176 |
Description of Business and B_3
Description of Business and Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 29, 2021 shares | Mar. 12, 2021 shares | Feb. 26, 2021 USD ($) day $ / shares shares | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Jan. 31, 2022 USD ($) | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Accumulated deficit | $ (993,621) | $ (993,621) | $ (811,655) | |||||
Cash, cash equivalents, restricted cash, and short-term investments | 471,900 | 471,900 | ||||||
Recapitalization exchange ratio | 0.9966 | |||||||
Founder shares surrendered (in shares) | shares | 9,000,000 | 9,000,000 | ||||||
Number of trading days | day | 10 | |||||||
Number of consecutive trading days | day | 20 | |||||||
Earnout period (in years) | 5 years | |||||||
Transaction costs expensed | $ 0 | $ 0 | $ 0 | $ (7,031) | ||||
Switchback | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Recapitalization common stock value (in USD per share) | $ / shares | $ 10 | |||||||
Recapitalization exchange ratio | 0.9966 | |||||||
Legacy Chargepoint shares (in shares) | shares | 217,021,368 | |||||||
Shares reserved for potential future issuance upon exercise of stock options and warrants (in shares) | shares | 68,896,516 | |||||||
Shares reserved for potential future issuance of earnout shares (in shares) | shares | 27,000,000 | |||||||
Founder shares surrendered (in shares) | shares | 984,706 | |||||||
Additional earn back shares (in shares) | shares | 900,000 | |||||||
Earn Back price trigger (USD per share) | $ / shares | $ 12 | |||||||
Number of trading days | day | 10 | |||||||
Number of consecutive trading days | day | 20 | |||||||
Earnout period (in years) | 5 years | |||||||
Merger and PIPE financing shares (in shares) | shares | 60,746,989 | |||||||
Net cash contributions from merger | $ 511,600 | |||||||
Cash - Switchback's trust and cash | 286,600 | |||||||
Repurchase of common stock | 300 | |||||||
Merger and PIPE financing | 225,000 | |||||||
Transaction costs expensed | 36,500 | |||||||
Transaction costs expensed | 7,000 | |||||||
Additional Paid-In Capital | Switchback | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Reduction to APIC | $ 29,500 | |||||||
Private Placement Warrants | Switchback | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Debt converted into warrants (in shares) | shares | 1,000,000 | |||||||
Stock price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||||
Converted instrument, principal amount | $ 1,500 | |||||||
Private Placement | Switchback | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Number of shares sold (in shares) | shares | 22,500,000 | |||||||
Purchase price per share (USD per share) | $ / shares | $ 10 | |||||||
Consideration received on sold shares | $ 225,000 |
Description of Business and B_4
Description of Business and Basis of Presentation - Common Stock (Details) | Jun. 29, 2021 shares | Mar. 12, 2021 shares | Feb. 26, 2021 shares | Jul. 31, 2022 shares | Jan. 31, 2022 shares |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Less surrender of Switchback Founder Shares (in shares) | (9,000,000) | (9,000,000) | |||
Common stock, shares outstanding (in shares) | 338,820,463 | 334,760,615 | |||
Recapitalization exchange ratio | 0.9966 | ||||
Switchback | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding, beginning balance (in shares) | 217,761,738 | ||||
Less surrender of Switchback Founder Shares (in shares) | (984,706) | ||||
Common stock of switchback (in shares) | 38,246,989 | ||||
Shares issued in PIPE (in shares) | 22,500,000 | ||||
Merger and PIPE financing shares (in shares) | 60,746,989 | ||||
Legacy Chargepoint shares (in shares) | 217,021,368 | ||||
Common stock, shares outstanding, ending balance (in shares) | 277,768,357 | ||||
Additional earn back shares (in shares) | 900,000 | ||||
Common stock, shares outstanding (in shares) | 277,768,357 | ||||
Recapitalization exchange ratio | 0.9966 | ||||
Switchback | Switchback | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding, beginning balance (in shares) | 39,264,704 | ||||
Less redemption of Switchback shares (in shares) | (33,009) | ||||
Common stock, shares outstanding (in shares) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk - Largest Customer | 3 Months Ended | 6 Months Ended |
Jul. 31, 2022 | Jul. 31, 2022 | |
Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15% | |
Revenue from Contract with Customer Benchmark | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Reporting (Details) | 3 Months Ended |
Jul. 31, 2022 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 187,662 | $ 315,235 | ||
Restricted cash | 400 | 400 | ||
Total cash, cash equivalents, and restricted cash | $ 188,062 | $ 315,635 | $ 618,489 | $ 145,891 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions | 3 Months Ended |
Jul. 31, 2022 USD ($) | |
Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Subscription term (in years) | 1 year |
Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Subscription term (in years) | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue expected to be recognized from remaining performance obligations | $ 188 |
Revenue expected to be recognized from remaining performance obligations (as percent) | 47% |
Revenue expected to be recognized from remaining performance obligations (in months) | 12 months |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Contract with customer liability | $ 167.6 | $ 167.6 | $ 146.8 | ||
Contract with customer liability, revenue recognized | $ 14.7 | $ 7.7 | $ 37.4 | $ 22.9 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Feb. 03, 2022 | Oct. 06, 2021 | Aug. 11, 2021 | Jul. 31, 2022 | Jan. 31, 2022 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 205,580,000 | $ 218,484,000 | |||
Goodwill, tax deductible amount | $ 0 | ||||
ViriCiti | |||||
Business Acquisition [Line Items] | |||||
Cash paid for acquisition | $ 79,400,000 | ||||
Earnout contingent consideration | 7,700,000 | ||||
Goodwill | 62,800,000 | ||||
Assets | 3,500,000 | ||||
Liabilities | 200,000 | ||||
ViriCiti | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 17,700,000 | ||||
ViriCiti | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 6,600,000 | ||||
HTB | |||||
Business Acquisition [Line Items] | |||||
Cash paid for acquisition | $ 2,800,000 | 132,900,000 | |||
Goodwill | 159,000,000 | ||||
Assets | 2,900,000 | ||||
Liabilities | 18,300,000 | ||||
Consideration transferred | 235,000,000 | ||||
Value of equity purchased | $ 102,100,000 | ||||
Equity transferred (in shares) | 5,695,176 | ||||
Equity transferred (in USD per share) | $ 17.92 | ||||
Shares held in escrow (in shares) | 885,692 | ||||
Value of shares in escrow | $ 15,900,000 | ||||
Indemnity claim period (in months) | 18 months | ||||
HTB | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 78,700,000 | ||||
HTB | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 12,700,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 218,484 |
Foreign exchange fluctuations | (12,904) |
Ending balance | $ 205,580 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | ||
Cost | $ 104,418 | $ 111,796 |
Accumulated amortization | (9,936) | (4,587) |
Intangible assets, net | 94,482 | 107,209 |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Cost | 86,713 | 93,065 |
Accumulated amortization | (7,357) | (3,223) |
Intangible assets, net | $ 79,356 | $ 89,842 |
Useful life (in years) | 10 years | 10 years |
Developed Technology | ||
Business Acquisition [Line Items] | ||
Cost | $ 17,705 | $ 18,731 |
Accumulated amortization | (2,579) | (1,364) |
ViriCiti | Developed Technology | ||
Business Acquisition [Line Items] | ||
Intangible assets, net | $ 15,126 | $ 17,367 |
Useful life (in years) | 6 years | 6 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 3,000,000 | $ 0 | $ 5,800,000 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - USD ($) | Jul. 31, 2022 | Jan. 31, 2022 |
Assets | ||
Short-term investments | $ 283,880,000 | $ 0 |
U.S. Treasury Securities | ||
Assets | ||
Short-term investments | 283,880,000 | |
Fair Value, Recurring | ||
Assets | ||
Total financial assets | 359,834,000 | 254,716,000 |
Liabilities | ||
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) | 5,488,000 | 5,993,000 |
Total financial liabilities | 5,488,000 | 6,018,000 |
Fair Value, Recurring | Redeemable convertible preferred stock warrant liability | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 25,000 | |
Fair Value, Recurring | U.S. Treasury Securities | ||
Assets | ||
Short-term investments | 283,880,000 | |
Fair Value, Recurring | Money market funds | ||
Assets | ||
Money market funds | 75,954,000 | 254,716,000 |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Total financial assets | 75,954,000 | 254,716,000 |
Liabilities | ||
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Redeemable convertible preferred stock warrant liability | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 0 | |
Fair Value, Recurring | Level 1 | U.S. Treasury Securities | ||
Assets | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 1 | Money market funds | ||
Assets | ||
Money market funds | 75,954,000 | 254,716,000 |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Total financial assets | 283,880,000 | 0 |
Liabilities | ||
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Redeemable convertible preferred stock warrant liability | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 0 | |
Fair Value, Recurring | Level 2 | U.S. Treasury Securities | ||
Assets | ||
Short-term investments | 283,880,000 | |
Fair Value, Recurring | Level 2 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) | 5,488,000 | 5,993,000 |
Total financial liabilities | 5,488,000 | 6,018,000 |
Fair Value, Recurring | Level 3 | Redeemable convertible preferred stock warrant liability | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 25,000 | |
Fair Value, Recurring | Level 3 | U.S. Treasury Securities | ||
Assets | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 3 | Money market funds | ||
Assets | ||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | |
Common stock and preferred stock warrants | Redeemable convertible preferred stock warrant liability | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 75,843 | ||
Change in fair value included in other income (expense), net | (9,237) | ||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization | 66,606 | ||
Ending balance | 0 | ||
Common stock and preferred stock warrants | Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value included in other income (expense), net | $ 0 | ||
Common stock and preferred stock warrants | Private Placement Warrants | ViriCiti | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value included in other income (expense), net | $ 500 | 505 | |
Common stock and preferred stock warrants | Private Placement Warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 25 | 0 | |
Private placement warrant liability acquired as part of the merger | (127,888) | ||
Change in fair value included in other income (expense), net | (23) | (49,264) | |
Reclassification of warrants to stockholders’ equity (deficit) due to exercise | 48 | 51,756 | |
Ending balance | 0 | 0 | 26,868 |
Common stock and preferred stock warrants | Private Placement Warrants | Level 3 | ViriCiti | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 5,993 | ||
Change in fair value included in other income (expense), net | 0 | ||
Reclassification of warrants to stockholders’ equity (deficit) due to exercise | 0 | ||
Ending balance | $ 5,488 | $ 5,488 | |
Contingent Consideration Liability | Level 3 | ViriCiti | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | ||
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) | ||
Change in fair value included in other income (expense), net | (84,420) | ||
Issuance of earnout shares upon triggering events | 501,120 | ||
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 | ||
Ending balance | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Private Placement Warrants - Common stock and preferred stock warrants - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 31, 2022 | Jul. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value included in other income (expense), net | $ 0 | |
ViriCiti | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value included in other income (expense), net | $ 500 | $ 505 |
Short-Term Investments - Schedu
Short-Term Investments - Schedule of Short-Term Investments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2022 | Jan. 31, 2022 | |
Summary of Investment Holdings [Line Items] | |||
Amortized Cost | $ 282,577,000 | $ 282,577,000 | |
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (1,303,000) | ||
Fair Value | 283,880,000 | 283,880,000 | $ 0 |
U.S. Treasury Securities | |||
Summary of Investment Holdings [Line Items] | |||
Amortized Cost | 282,577,000 | 282,577,000 | |
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (1,300,000) | (1,303,000) | |
Fair Value | $ 283,880,000 | $ 283,880,000 |
Short-Term Investments - Narrat
Short-Term Investments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2022 | Jan. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |||
Accrued interest receivable | $ 800,000 | $ 800,000 | |
Short-term investments | 283,880,000 | 283,880,000 | $ 0 |
Summary of Investment Holdings [Line Items] | |||
Gross Unrealized Losses | 1,303,000 | ||
Credit-related impairment losses | 0 | 0 | |
Ending allowance for credit losses | 0 | 0 | |
U.S. Treasury Securities | |||
Investments, Debt and Equity Securities [Abstract] | |||
Short-term investments | 283,880,000 | 283,880,000 | |
Summary of Investment Holdings [Line Items] | |||
Gross Unrealized Losses | 1,300,000 | 1,303,000 | |
Gains or losses | $ 0 | $ 0 |
Composition of Certain Financ_3
Composition of Certain Financial Statement Items - Inventories (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Jan. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 15,117 | $ 9,712 |
Finished goods and components | 38,303 | 26,167 |
Total Inventories | $ 53,420 | $ 35,879 |
Composition of Certain Financ_4
Composition of Certain Financial Statement Items - Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Jan. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expense | $ 25,687 | $ 16,951 |
Other current assets | 19,215 | 19,652 |
Total Prepaid Expense and Other Current Assets | $ 44,902 | $ 36,603 |
Composition of Certain Financ_5
Composition of Certain Financial Statement Items - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 75,682 | $ 75,682 | $ 69,630 | ||
Less: Accumulated depreciation | (38,983) | (38,983) | (35,037) | ||
Total Property and Equipment, Net | 36,699 | 36,699 | 34,593 | ||
Depreciation expense | 3,300 | $ 2,900 | 6,700 | $ 5,600 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 1,044 | 1,044 | 903 | ||
Computers and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 6,558 | 6,558 | 6,147 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 20,682 | 20,682 | 16,193 | ||
Tooling | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 11,303 | 11,303 | 10,572 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 10,123 | 10,123 | 10,549 | ||
Owned and operated systems | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 21,566 | 21,566 | 22,546 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 4,406 | $ 4,406 | $ 2,720 |
Composition of Certain Financ_6
Composition of Certain Financial Statement Items - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Jan. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 40,065 | $ 31,865 |
Refundable customer deposits | 11,812 | 9,409 |
Payroll and related expenses | 19,215 | 16,131 |
Taxes payable | 13,304 | 8,955 |
Other liabilities (including ViriCiti Earnout) | 25,700 | 17,968 |
Total Accrued and Other Current Liabilities | $ 110,096 | $ 84,328 |
Composition of Certain Financ_7
Composition of Certain Financial Statement Items - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 108,292 | $ 56,121 | $ 189,925 | $ 96,631 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 84,610 | 51,109 | 146,925 | 86,219 |
Rest of World | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 23,682 | $ 5,012 | $ 43,000 | $ 10,412 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2022 USD ($) day $ / shares | Mar. 31, 2021 USD ($) | Jul. 31, 2018 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Gross Amount | $ 300,000,000 | $ 300,000,000 | |||||
Carrying Amount | 294,334,000 | 294,334,000 | |||||
Estimated Fair Value | 246,000,000 | 246,000,000 | |||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt | $ 35,000,000 | ||||||
Interest and prepayment fees | $ 1,200,000 | ||||||
Convertible Senior Notes | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Gross Amount | 300,000,000 | 300,000,000 | |||||
Carrying Amount | $ 294,000,000 | $ 294,334,000 | $ 294,334,000 | ||||
Conversion ratio | 0.0416146 | ||||||
Conversion price (USD per share) | $ / shares | $ 24.03 | ||||||
Ratio of repurchase price to principal amount | 100% | ||||||
Ratio of control price to principal amount | 125% | ||||||
Interest rate, effective percentage | 3.93% | 3.93% | |||||
Estimated Fair Value | $ 246,000,000 | $ 246,000,000 | |||||
Debt instrument, face amount | $ 300,000,000 | ||||||
Convertible Senior Notes | Convertible Debt | Period One | |||||||
Debt Instrument [Line Items] | |||||||
Threshold trading days | day | 20 | ||||||
Threshold consecutive trading days | day | 30 | ||||||
Threshold percentage of stock price trigger | 130% | ||||||
Convertible Senior Notes | Convertible Debt | Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Threshold trading days | day | 5 | ||||||
Threshold consecutive trading days | day | 10 | ||||||
Threshold percentage of stock price trigger | 98% | ||||||
Convertible Senior Notes | Convertible Debt | Cash Interest | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, stated percentage | 3.50% | ||||||
Convertible Senior Notes | Convertible Debt | Paid In Kind Interest | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, stated percentage | 5% | ||||||
Convertible Senior Notes | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Maximum covenant threshold | $ 750,000,000 | $ 750,000,000 | |||||
Trustee percentage (as a percent) | 25% | 25% | |||||
Declare percentage | 100% | 100% | |||||
Medium-term Notes | 2018 Loan | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 45,000,000 | ||||||
Gross Amount | 35,000,000 | ||||||
Issuance costs | 1,100,000 | ||||||
Net proceeds from line of credit | $ 33,900,000 | ||||||
Debt maturity (in years) | 5 years | ||||||
Interest expense | $ 0 | $ 1,500,000 | $ 0 | $ 1,500,000 | |||
Medium-term Notes | 2018 Loan | Line of Credit | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.55% |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Debt (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Apr. 30, 2022 |
Debt Instrument [Line Items] | ||
Gross Amount | $ 300,000 | |
Debt Discount and Issuance Costs | (5,666) | |
Carrying Amount | 294,334 | |
Estimated Fair Value | 246,000 | |
Convertible Senior Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Gross Amount | 300,000 | |
Debt Discount and Issuance Costs | (5,666) | |
Carrying Amount | 294,334 | $ 294,000 |
Estimated Fair Value | $ 246,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 31, 2022 | Jul. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 2,625 | $ 3,500 |
Amortization of debt discount and issuance costs | 303 | 362 |
Total interest expense | $ 2,928 | $ 3,862 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | 6 Months Ended |
Jul. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitments for goods and services | $ 233.5 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Future Minimum Lease Payments Under All Non-cancellable Operating Leases (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Jan. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2023 (remaining nine months) | $ 3,188 | |
2024 | 6,018 | |
2025 | 5,643 | |
2026 | 4,667 | |
2027 | 4,489 | |
Thereafter | 10,255 | |
Total undiscounted operating lease payments | 34,260 | |
Less: imputed interest | (8,047) | |
Total operating lease liabilities | 26,213 | |
Less: current portion of operating lease liabilities | (3,486) | |
Operating lease liabilities, noncurrent | $ 22,727 | $ 25,370 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - $ / shares | Jul. 31, 2022 | Jan. 31, 2022 |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 338,820,463 | 334,760,615 |
Common stock, shares outstanding (in shares) | 338,820,463 | 334,760,615 |
Common Stock - Reserved for Fut
Common Stock - Reserved for Future Issuance (Details) - shares | Jul. 31, 2022 | Jan. 31, 2022 |
Class of Stock [Line Items] | ||
Total shares of common stock reserved (in shares) | 143,104,411 | 106,331,590 |
Convertible Debt | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved (in shares) | 20,743,081 | 0 |
2021 Stock Option Plan | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved (in shares) | 40,909,760 | 36,370,596 |
Common Stock Warrants | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved (in shares) | 35,524,021 | 35,549,024 |
Options to purchase common stock | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved (in shares) | 19,280,776 | 22,200,869 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved (in shares) | 15,383,445 | 4,033,418 |
Employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved (in shares) | 11,263,328 | 8,177,683 |
Stock Warrants and Earnout - Na
Stock Warrants and Earnout - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||||||||||||
Jul. 06, 2021 $ / shares shares | Jun. 29, 2021 $ / shares shares | Jun. 04, 2021 shares | Mar. 12, 2021 USD ($) shares | Feb. 26, 2021 USD ($) day $ / shares shares | Jul. 31, 2022 USD ($) shares | Apr. 30, 2022 shares | [1] | Jul. 31, 2021 USD ($) shares | Apr. 30, 2021 USD ($) shares | Jul. 31, 2022 USD ($) shares | Jul. 31, 2021 USD ($) shares | Feb. 21, 2022 $ / shares | Jan. 31, 2022 shares | Jul. 01, 2021 shares | Mar. 19, 2021 USD ($) tranche shares | ||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised (in shares) | 25,003 | ||||||||||||||||
Proceeds from the exercise of warrants | $ | $ 0 | $ 117,598,000 | |||||||||||||||
Warrants outstanding (in shares) | 35,524,021 | 35,524,021 | 35,549,024 | ||||||||||||||
Earnout period (in years) | 5 years | ||||||||||||||||
Earnout shares (in shares) | 18,000,000 | 27,000,000 | |||||||||||||||
Number of trading days | day | 10 | ||||||||||||||||
Number of consecutive trading days | day | 20 | ||||||||||||||||
Estimated fair value of total earnout shares | $ | $ 828,200,000 | ||||||||||||||||
Earnout shares, net (in shares) | 8,773,596 | 17,539,657 | |||||||||||||||
Derivative liability | $ | $ 743,700,000 | ||||||||||||||||
Number of tranches | tranche | 2 | ||||||||||||||||
Earnout shares remaining (in shares) | 9,000,000 | 9,000,000 | |||||||||||||||
Gain from change in fair value | $ | $ 84,400,000 | ||||||||||||||||
Common Stock | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 16,948 | 4,378,568 | 9,766,774 | [1] | |||||||||||||
Legacy Chargepoint | Common Stock | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 558,100 | 13,223 | 1,480,080 | ||||||||||||||
Derivative Instrument, Period One | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Earn Back price trigger (USD per share) | $ / shares | $ 15 | ||||||||||||||||
Derivative Instrument, Period Two | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Earn Back price trigger (USD per share) | $ / shares | 20 | ||||||||||||||||
Derivative Instrument, Period Three | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Earn Back price trigger (USD per share) | $ / shares | 30 | ||||||||||||||||
Triggering Event, $15 And $20 VWAP Per Share Thresholds | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Derivative liability | $ | $ 501,100,000 | ||||||||||||||||
Triggering Event, $15 And $20 VWAP Per Share Thresholds | Minimum | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Earn Back price trigger (USD per share) | $ / shares | 15 | ||||||||||||||||
Triggering Event, $15 And $20 VWAP Per Share Thresholds | Maximum | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Earn Back price trigger (USD per share) | $ / shares | 20 | ||||||||||||||||
Triggering Event, $30 VWAP Per Share Threshold | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Earn Back price trigger (USD per share) | $ / shares | $ 30 | $ 30 | |||||||||||||||
Derivative liability | $ | $ 242,600,000 | ||||||||||||||||
Legacy Common Stock Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised (in shares) | 0 | 587,880 | |||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 0 | ||||||||||||||||
Proceeds from the exercise of warrants | $ | $ 0 | ||||||||||||||||
Legacy Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised (in shares) | 14,568 | 1,685,185 | |||||||||||||||
Warrants outstanding (in shares) | 35,524,021 | 35,524,021 | 35,538,589 | ||||||||||||||
Private Placement Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised (in shares) | 10,435 | ||||||||||||||||
Warrants outstanding (in shares) | 0 | 0 | 10,435 | ||||||||||||||
Gain on private placement warrants | $ | 3,800,000 | $ 49,200,000 | |||||||||||||||
Warrant per common share | $ / shares | $ 0.355 | ||||||||||||||||
Private placement warrant liability | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Change in fair value of warrant liabilities | $ | $ 0 | 10,421,000 | $ 24,000 | (33,340,000) | |||||||||||||
Public Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised (in shares) | 244,481 | ||||||||||||||||
Proceeds from the exercise of warrants | $ | $ 0 | 117,600,000 | |||||||||||||||
Warrants outstanding (in shares) | 0 | 0 | 0 | ||||||||||||||
Warrants redeemed (in shares) | 244,481 | ||||||||||||||||
Warrants redeemed price per share (in USD per share) | $ / shares | $ 0.01 | ||||||||||||||||
Change in fair value of warrant liabilities | $ | $ 0 | $ 14,300,000 | $ 0 | $ 15,900,000 | |||||||||||||
[1]The shares of the Company’s common and redeemable convertible preferred stock prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 1. |
Stock Warrants and Earnout - Wa
Stock Warrants and Earnout - Warrant Activity (Details) - shares | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 35,549,024 | |
Warrants exercised (in shares) | (25,003) | |
Outstanding at end of period (in shares) | 35,524,021 | |
Legacy Warrants | ||
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 35,538,589 | |
Warrants exercised (in shares) | (14,568) | (1,685,185) |
Outstanding at end of period (in shares) | 35,524,021 | |
Private Placement Warrants | ||
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 10,435 | |
Warrants exercised (in shares) | (10,435) | |
Outstanding at end of period (in shares) | 0 |
Stock Warrants and Earnout - Fa
Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details) | Mar. 12, 2021 | Feb. 26, 2021 |
Current stock price | ||
Class of Warrant or Right [Line Items] | ||
Contingent earnout liability, measurement input | 27.84 | 30.83 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Contingent earnout liability, measurement input | 0.7200 | 0.7160 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Contingent earnout liability, measurement input | 0.0085 | 0.0075 |
Dividend rate | ||
Class of Warrant or Right [Line Items] | ||
Contingent earnout liability, measurement input | 0 | 0 |
Expected term (years) | ||
Class of Warrant or Right [Line Items] | ||
Contingent earnout liability, measurement input | 4.96 | 5 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 26,419 | $ 28,293 | $ 41,946 | $ 35,870 |
Unrecognized stock-based compensation cost | 216,274 | 216,274 | ||
Stock Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 4,210 | 4,440 | 8,346 | 12,017 |
Stock Options | 24,007 | $ 24,007 | ||
Weighted average period (in years) | 1 year 3 months 21 days | |||
RSU | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 18,587 | 23,853 | $ 28,213 | 23,853 |
Unrecognized compensation costs related to RSUs and ESPP | 164,193 | $ 164,193 | ||
Weighted average period (in years) | 3 years 5 months 26 days | |||
PRSU | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,953 | 0 | $ 1,953 | 0 |
Unrecognized compensation costs related to RSUs and ESPP | 19,046 | $ 19,046 | ||
Weighted average period (in years) | 2 years 10 months 13 days | |||
ESPP | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,669 | 0 | $ 3,434 | 0 |
Unrecognized compensation costs related to RSUs and ESPP | 9,028 | $ 9,028 | ||
Weighted average period (in years) | 1 year 7 months 9 days | |||
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,341 | 2,164 | $ 2,126 | 2,188 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 11,420 | 13,682 | 17,398 | 14,357 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 5,285 | 4,169 | 7,831 | 4,767 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 8,373 | $ 8,278 | $ 14,591 | $ 14,558 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 01, 2022 $ / shares | Mar. 01, 2021 | Feb. 25, 2021 shares | Jun. 30, 2021 USD ($) shares | Jul. 31, 2022 USD ($) shares | Jul. 31, 2021 USD ($) | Jul. 31, 2022 USD ($) contribution shares | Jul. 31, 2021 USD ($) | Jan. 31, 2022 shares | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Common stock reserved (in shares) | 143,104,411 | 143,104,411 | 106,331,590 | ||||||
Total stock-based compensation expense | $ | $ 26,419,000 | $ 28,293,000 | $ 41,946,000 | $ 35,870,000 | |||||
2021 Equity Incentive Plan | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Percent of outstanding shares (as a percent) | 5% | ||||||||
2017 Stock Plan | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Common stock reserved (in shares) | 17,037,742 | 17,037,742 | |||||||
2017 Stock Plan | Chief Executive Officer | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Number of stock options granted (in shares) | 1,500,000 | ||||||||
Total stock-based compensation expense | $ | $ 0 | ||||||||
Stock Options | $ | $ 21,200,000 | $ 21,200,000 | |||||||
2007 Stock Plan | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Common stock reserved (in shares) | 2,243,034 | 2,243,034 | |||||||
2021 Stock Option Plan | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Common stock reserved (in shares) | 40,909,760 | 40,909,760 | 36,370,596 | ||||||
Number of stock options granted (in shares) | 0 | 0 | |||||||
Employee stock purchase plan | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Eligible compensation per employee (as a percent) | 15% | 15% | |||||||
Offering period (in months) | 24 months | ||||||||
Purchase period (in months) | 6 months | ||||||||
Purchase price of common stock, percent of fair value | 85% | ||||||||
Maximum number of shares to be purchased per employee (in shares) | 10,000 | ||||||||
Maximum number of contribution increases | contribution | 1 | ||||||||
Possible increase in percent of outstanding shares (as a percent) | 1% | ||||||||
Number of additional shares allowable under the plan (in shares) | 5,400,000 | ||||||||
Common stock reserved (in shares) | 11,263,328 | 11,263,328 | 8,177,683 | ||||||
Number of shares purchased (in shares) | 0 | 263,962 | |||||||
Total stock-based compensation expense | $ | $ 1,669,000 | 0 | $ 3,434,000 | 0 | |||||
Period for recognition (in years) | 1 year 7 months 9 days | ||||||||
PRSU | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Dividend rate | 0% | ||||||||
Total stock-based compensation expense | $ | $ 1,953,000 | 0 | $ 1,953,000 | 0 | |||||
Period for recognition (in years) | 2 years 10 months 13 days | ||||||||
PRSU | Tranche One | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Consecutive trading days (in days) | 20 days | ||||||||
Target price (in USD per share) | $ / shares | $ 17 | ||||||||
Vesting percentage | 25% | ||||||||
PRSU | Tranche Two | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Target price (in USD per share) | $ / shares | $ 22 | ||||||||
Vesting percentage | 35% | ||||||||
PRSU | Tranche Three | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Target price (in USD per share) | $ / shares | $ 30 | ||||||||
Vesting percentage | 40% | ||||||||
PRSU | Chief Executive Officer | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Service conditions vesting percentage | 8.30% | ||||||||
PRSU | Officer, excluding Chief Executive Officer | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Service conditions vesting percentage | 5% | ||||||||
Options to purchase common stock | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Common stock reserved (in shares) | 19,280,776 | 19,280,776 | 22,200,869 | ||||||
Total stock-based compensation expense | $ | $ 4,210,000 | $ 4,440,000 | $ 8,346,000 | $ 12,017,000 | |||||
Stock Options | $ | $ 24,007,000 | $ 24,007,000 | |||||||
Period for recognition (in years) | 1 year 3 months 21 days | ||||||||
Options to purchase common stock | 2017 Stock Plan | Chief Executive Officer | |||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||||
Period for recognition (in years) | 1 year 6 months |
Equity Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Restricted Stock Units Activity (Details) - Restricted stock units | 6 Months Ended |
Jul. 31, 2022 $ / shares shares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 4,033,418 |
Granted (in shares) | shares | 10,930,410 |
Vested (in shares) | shares | (1,176,506) |
Forfeited (in shares) | shares | (409,603) |
Outstanding, ending balance (in shares) | shares | 13,377,719 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 26.27 |
Granted (in dollars per share) | $ / shares | 12.61 |
Vested (in dollars per share) | $ / shares | 21.17 |
Forfeited (in dollars per share) | $ / shares | 18.67 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 15.79 |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - Performance Restricted Stock Units Valuation Assumptions (Details) - PRSU | Jun. 01, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 74.02% |
Risk-free interest rate | 2.78% |
Dividend rate | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 8 months 15 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 year 8 months 23 days |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - Performance Restricted Stock Units Activity (Details) - PRSU | 6 Months Ended |
Jul. 31, 2022 $ / shares shares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 2,005,726 |
Outstanding, ending balance (in shares) | shares | 2,005,726 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 10.47 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 10.47 |
Equity Plans and Stock-based _8
Equity Plans and Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Jan. 31, 2022 | |
Number of Stock Option Awards | ||
Outstanding as of beginning of period (in shares) | 22,200,869 | |
Options exercised (in shares) | (2,602,432) | |
Forfeited (in shares) | (317,661) | |
Outstanding as end of period (in shares) | 19,280,776 | 22,200,869 |
Options vested and expected to vest at end of period (in shares) | 19,209,593 | |
Exercisable at end of period (in shares) | 14,592,828 | |
Weighted Average Exercise Price | ||
Outstanding as of beginning of period (USD per share) | $ 0.68 | |
Options exercised (USD per share) | 0.58 | |
Forfeited (USD per share) | 0.75 | |
Outstanding as of end of period (USD per share) | 0.69 | $ 0.68 |
Options vested and expected to vest as of end of period (USD per share) | 0.69 | |
Exercisable as of end of period (USD per share) | $ 0.67 | |
Weighted Average Remaining Contractual term (in years) | ||
Outstanding (in years) | 6 years 3 months 18 days | 6 years 7 months 6 days |
Options vested and expected to ves (in years) | 6 years 3 months 18 days | |
Exercisable (in years) | 5 years 10 months 24 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 277,956 | $ 292,362 |
Options vested and expected to vest | 276,935 | |
Exercisable | $ 210,669 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0.40% | 0% | 1.20% | 0% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Revenue Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 2,122 | $ 2,071 | $ 3,407 | $ 3,406 |
Daimler | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 2,122 | $ 2,071 | $ 3,407 | $ 3,406 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | Jul. 31, 2022 | Jan. 31, 2022 |
Daimler | ||
Related Party Transaction [Line Items] | ||
Related party accounts receivable | $ 2.6 | $ 2.2 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2022 | Apr. 30, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Numerator: | ||||||
Net loss | $ (92,700) | $ (89,266) | $ (84,938) | $ 82,289 | $ (181,966) | $ (2,649) |
Cumulative dividends on redeemable convertible preferred stock | 0 | 0 | 0 | (4,292) | ||
Deemed dividends attributable to vested option holders | 0 | 0 | 0 | (51,855) | ||
Deemed dividends attributable to common stock warrant holders | 0 | 0 | 0 | (110,635) | ||
Net loss attributable to common stockholders - Basic | (92,700) | (84,938) | (181,966) | (169,431) | ||
Gain attributable to earnout shares issued | 0 | 0 | 0 | (84,420) | ||
Change in fair value of dilutive warrants | 0 | (7,427) | 0 | (53,540) | ||
Net loss attributable to common stockholders - Diluted | $ (92,700) | $ (92,365) | $ (181,966) | $ (307,391) | ||
Denominator: | ||||||
Weighted average common shares outstanding (in shares) | 336,911,941 | 312,465,016 | 335,845,756 | 266,473,703 | ||
Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares) | (98,386) | (237,490) | (108,984) | (276,221) | ||
Weighted average shares outstanding - Basic (in shares) | 336,813,555 | 312,227,526 | 335,736,772 | 266,197,482 | ||
Add: Earnout Shares under the treasury stock method (in shares) | 0 | 0 | 0 | 7,464,203 | ||
Add: Public and Private Placement Warrants under the treasury stock method (in shares) | 0 | 1,374,574 | 0 | 1,915,315 | ||
Weighted average shares outstanding - Diluted (in shares) | 336,813,555 | 313,602,100 | 335,736,772 | 275,577,000 | ||
Net loss per share - Basic (USD per share) | $ (0.28) | $ (0.27) | $ (0.54) | $ (0.64) | ||
Net loss per share - Diluted (USD per share) | $ (0.28) | $ (0.29) | $ (0.54) | $ (1.12) |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Narrative (Details) | Feb. 26, 2021 |
Earnings Per Share [Abstract] | |
Recapitalization exchange ratio | 0.9966 |
Basic and Diluted Net Loss pe_5
Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 82,495,890 | 67,706,176 |
2027 Convertible Note (on an as-converted basis) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 12,483,569 | 0 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 19,280,776 | 26,401,717 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 13,377,719 | 4,017,149 |
Unvested early exercised common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 89,877 | 211,464 |
Common stock and preferred stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 35,524,021 | 37,075,846 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 1,739,928 | 0 |