Cover
Cover - shares | 9 Months Ended | |
Oct. 31, 2023 | Dec. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2023 | |
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 $0.0001 | |
Trading Symbol | CHPT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 418,027,891 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --01-31 | |
Entity Central Index Key | 0001777393 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 367,012,000 | $ 264,162,000 |
Restricted cash | 30,400,000 | 30,400,000 |
Short-term investments | 0 | 104,966,000 |
Accounts receivable, net of allowance of $14,000 as of October 31, 2023 and $10,000 as of January 31, 2023 | 151,804,000 | 164,892,000 |
Inventories | 199,120,000 | 68,730,000 |
Prepaid expenses and other current assets | 76,111,000 | 71,020,000 |
Total current assets | 824,447,000 | 704,170,000 |
Property and equipment, net | 42,198,000 | 40,046,000 |
Intangible assets, net | 82,636,000 | 92,673,000 |
Operating lease right-of-use assets | 18,057,000 | 22,242,000 |
Goodwill | 211,581,000 | 213,716,000 |
Other assets | 8,742,000 | 7,110,000 |
Total assets | 1,187,661,000 | 1,079,957,000 |
Current liabilities: | ||
Accounts payable | 101,697,000 | 62,076,000 |
Accrued and other current liabilities | 152,466,000 | 133,483,000 |
Deferred revenue | 98,484,000 | 88,777,000 |
Total current liabilities | 352,647,000 | 284,336,000 |
Deferred revenue, noncurrent | 128,811,000 | 109,833,000 |
Debt, noncurrent | 282,719,000 | 294,936,000 |
Operating lease liabilities | 18,517,000 | 21,841,000 |
Deferred tax liabilities | 10,811,000 | 12,987,000 |
Other long-term liabilities | 1,594,000 | 1,032,000 |
Total liabilities | 795,099,000 | 724,965,000 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock: $0.0001 par value; 1,000,000,000 shares authorized as of October 31, 2023 and January 31, 2023; 417,939,824 and 348,330,481 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively | 42,000 | 35,000 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of October 31, 2023 and January 31, 2023; 0 issued and outstanding as of October 31, 2023 and January 31, 2023 | 0 | 0 |
Additional paid-in capital | 1,931,450,000 | 1,528,104,000 |
Accumulated other comprehensive loss | (19,305,000) | (16,384,000) |
Accumulated deficit | (1,519,625,000) | (1,156,763,000) |
Total stockholders’ equity | 392,562,000 | 354,992,000 |
Total liabilities and stockholders’ equity | $ 1,187,661,000 | $ 1,079,957,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Current assets: | ||
Allowance for credit loss | $ 14,000 | $ 10,000 |
Stockholders’ equity: | ||
Common stock, par value (in 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) | 417,939,824 | 348,330,481 |
Common stock, shares outstanding (in shares) | 417,939,824 | 348,330,481 |
Preferred stock, par value (in 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 | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Revenue | ||||
Total revenue | $ 110,283 | $ 125,341 | $ 390,807 | $ 315,267 |
Cost of revenue | ||||
Total cost of revenue | 134,229 | 102,660 | 383,093 | 262,325 |
Gross profit (loss) | (23,946) | 22,681 | 7,714 | 52,942 |
Operating expenses | ||||
Research and development | 56,524 | 48,132 | 165,563 | 148,237 |
Sales and marketing | 39,834 | 35,382 | 116,545 | 101,842 |
General and administrative | 33,463 | 22,445 | 82,627 | 66,339 |
Total operating expenses | 129,821 | 105,959 | 364,735 | 316,418 |
Loss from operations | (153,767) | (83,278) | (357,021) | (263,476) |
Interest income | 1,868 | 1,905 | 6,168 | 3,471 |
Interest expense | (3,820) | (2,606) | (9,673) | (6,467) |
Change in fair value of common stock warrant liabilities | 0 | 0 | 0 | (24) |
Other expense, net | (2,815) | (943) | (2,173) | (2,646) |
Net loss before income taxes | (158,534) | (84,922) | (362,699) | (269,142) |
Provision for (benefit from) income taxes | (315) | (442) | 162 | (2,696) |
Net loss | $ (158,219) | $ (84,480) | $ (362,861) | $ (266,446) |
Weighted average shares outstanding - basic (in shares) | 376,182,783 | 339,595,385 | 360,818,131 | 337,037,111 |
Weighted average shares outstanding - diluted (in shares) | 376,182,783 | 339,595,385 | 360,818,131 | 337,037,111 |
Net loss per share - basic (in USD per share) | $ (0.43) | $ (0.25) | $ (1.01) | $ (0.79) |
Net loss per share - diluted (in USD per share) | $ (0.43) | $ (0.25) | $ (1.01) | $ (0.79) |
Networked charging systems | ||||
Revenue | ||||
Total revenue | $ 73,893 | $ 97,592 | $ 286,788 | $ 241,291 |
Cost of revenue | ||||
Total cost of revenue | 109,452 | 85,821 | 317,335 | 216,439 |
Subscriptions | ||||
Revenue | ||||
Total revenue | 30,559 | 21,670 | 86,935 | 59,561 |
Cost of revenue | ||||
Total cost of revenue | 19,999 | 13,400 | 53,495 | 37,305 |
Other | ||||
Revenue | ||||
Total revenue | 5,831 | 6,079 | 17,084 | 14,415 |
Cost of revenue | ||||
Total cost of revenue | $ 4,778 | $ 3,439 | $ 12,263 | $ 8,581 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (158,219) | $ (84,480) | $ (362,861) | $ (266,446) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (7,697) | (5,943) | (3,370) | (25,446) |
Reclassification adjustment for net realized gains on short-term investments included in net income, net of tax | 0 | 0 | 449 | 0 |
Unrealized loss on short-term investments, net of tax | 0 | (86) | 0 | (1,389) |
Other comprehensive income (loss) | (7,697) | (6,029) | (2,921) | (26,835) |
Comprehensive loss | $ (165,916) | $ (90,509) | $ (365,782) | $ (293,281) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Common stock, shares outstanding, beginning balance (in shares) at Jan. 31, 2022 | 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) | 1,631,104 | ||||
Issuance of common stock under stock plans, net of tax withholding | 773 | $ 1 | 772 | ||
Issuance of common stock upon ESPP purchase (in shares) | 263,962 | ||||
Issuance of common stock upon ESPP purchase | 3,920 | 3,920 | |||
Issuance of common stock upon exercise of warrants (in shares) | 16,948 | ||||
Issuance of common stock upon exercise of warrants | 48 | 48 | |||
Vesting of early exercised stock options | 17 | 17 | |||
Stock-based compensation | 15,527 | 15,527 | |||
Net loss | (89,266) | (89,266) | |||
Other comprehensive income (loss) | (12,941) | (12,941) | |||
Common stock, shares outstanding, ending balance (in shares) at Apr. 30, 2022 | 336,672,629 | ||||
Ending balance at Apr. 30, 2022 | 465,092 | $ 34 | 1,387,139 | (21,160) | (900,921) |
Common stock, shares outstanding, beginning balance (in shares) at Jan. 31, 2022 | 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] | |||||
Net loss | (266,446) | ||||
Other comprehensive income (loss) | (26,835) | ||||
Common stock, shares outstanding, ending balance (in shares) at Oct. 31, 2022 | 341,531,034 | ||||
Ending balance at Oct. 31, 2022 | 338,590 | $ 34 | 1,451,711 | (35,054) | (1,078,101) |
Common stock, shares outstanding, beginning balance (in shares) at Apr. 30, 2022 | 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 upon release of restricted stock units (in shares) | 2,147,834 | ||||
Issuance of common stock upon release of restricted stock units | 728 | 728 | |||
Vesting of early exercised stock options | 15 | 15 | |||
Stock-based compensation | 26,419 | 26,419 | |||
Net loss | (92,700) | (92,700) | |||
Other comprehensive income (loss) | (7,865) | (7,865) | |||
Common stock, shares outstanding, ending balance (in shares) at Jul. 31, 2022 | 338,820,463 | ||||
Ending balance at Jul. 31, 2022 | 391,689 | $ 34 | 1,414,301 | (29,025) | (993,621) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 1,435,049 | ||||
Issuance of common stock under stock plans, net of tax withholding | 314 | 314 | |||
Issuance of common stock upon ESPP purchase (in shares) | 343,422 | ||||
Issuance of common stock upon ESPP purchase | 5,027 | 5,027 | |||
Issuance of common stock upon exercise of warrants (in shares) | 936,764 | ||||
Issuance of common stock upon exercise of warrants | 6,354 | 6,354 | |||
Vesting of early exercised stock options | 17 | 17 | |||
Repurchase of unvested restricted shares (in shares) | (4,664) | ||||
Stock-based compensation | 25,698 | 25,698 | |||
Net loss | (84,480) | (84,480) | |||
Other comprehensive income (loss) | (6,029) | (6,029) | |||
Common stock, shares outstanding, ending balance (in shares) at Oct. 31, 2022 | 341,531,034 | ||||
Ending balance at Oct. 31, 2022 | $ 338,590 | $ 34 | 1,451,711 | (35,054) | (1,078,101) |
Common stock, shares outstanding, beginning balance (in shares) at Jan. 31, 2023 | 348,330,481 | 348,330,481 | |||
Beginning balance at Jan. 31, 2023 | $ 354,992 | $ 35 | 1,528,104 | (16,384) | (1,156,763) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 2,278,764 | ||||
Issuance of common stock under stock plans, net of tax withholding | 915 | 915 | |||
Issuance of common stock upon ESPP purchase (in shares) | 562,829 | ||||
Issuance of common stock upon ESPP purchase | 4,875 | 4,875 | |||
Issuance of common stock in connection with ATM offerings, net of issuance costs (in shares) | 1,909,028 | ||||
Issuance of common stock in connection with ATM offerings, net of issuance costs | 17,516 | 17,516 | |||
Vesting of early exercised stock options | 14 | 14 | |||
Stock-based compensation | 23,964 | 23,964 | |||
Net loss | (79,388) | (79,388) | |||
Other comprehensive income (loss) | 4,591 | 4,591 | |||
Common stock, shares outstanding, ending balance (in shares) at Apr. 30, 2023 | 353,081,102 | ||||
Ending balance at Apr. 30, 2023 | $ 327,479 | $ 35 | 1,575,388 | (11,793) | (1,236,151) |
Common stock, shares outstanding, beginning balance (in shares) at Jan. 31, 2023 | 348,330,481 | 348,330,481 | |||
Beginning balance at Jan. 31, 2023 | $ 354,992 | $ 35 | 1,528,104 | (16,384) | (1,156,763) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (362,861) | ||||
Other comprehensive income (loss) | $ (2,921) | ||||
Common stock, shares outstanding, ending balance (in shares) at Oct. 31, 2023 | 417,939,824 | 417,939,824 | |||
Ending balance at Oct. 31, 2023 | $ 392,562 | $ 42 | 1,931,450 | (19,305) | (1,519,625) |
Common stock, shares outstanding, beginning balance (in shares) at Apr. 30, 2023 | 353,081,102 | ||||
Beginning balance at Apr. 30, 2023 | 327,479 | $ 35 | 1,575,388 | (11,793) | (1,236,151) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 2,635,078 | ||||
Issuance of common stock under stock plans, net of tax withholding | 420 | 420 | |||
Issuance of common stock in connection with ATM offerings, net of issuance costs (in shares) | 4,076,072 | ||||
Issuance of common stock in connection with ATM offerings, net of issuance costs | 37,284 | $ 1 | 37,283 | ||
Vesting of early exercised stock options | 8 | 8 | |||
Stock-based compensation | 35,099 | 35,099 | |||
Net loss | (125,255) | (125,255) | |||
Other comprehensive income (loss) | 185 | 185 | |||
Common stock, shares outstanding, ending balance (in shares) at Jul. 31, 2023 | 359,792,252 | ||||
Ending balance at Jul. 31, 2023 | 275,220 | $ 36 | 1,648,198 | (11,608) | (1,361,406) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 4,130,978 | ||||
Issuance of common stock under stock plans, net of tax withholding | 1,330 | 1,330 | |||
Issuance of common stock upon ESPP purchase (in shares) | 702,480 | ||||
Issuance of common stock upon ESPP purchase | 3,415 | 3,415 | |||
Issuance of common stock in connection with ATM offerings, net of issuance costs (in shares) | 53,314,381 | ||||
Issuance of common stock in connection with ATM offerings, net of issuance costs | 232,399 | $ 6 | 232,393 | ||
Vesting of early exercised stock options | 6 | 6 | |||
Repurchase of unvested restricted shares (in shares) | (267) | ||||
Impact of convertible note modification | 13,225 | 13,225 | |||
Stock-based compensation | 32,883 | 32,883 | |||
Net loss | (158,219) | (158,219) | |||
Other comprehensive income (loss) | $ (7,697) | (7,697) | |||
Common stock, shares outstanding, ending balance (in shares) at Oct. 31, 2023 | 417,939,824 | 417,939,824 | |||
Ending balance at Oct. 31, 2023 | $ 392,562 | $ 42 | $ 1,931,450 | $ (19,305) | $ (1,519,625) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (362,861) | $ (266,446) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,160 | 18,562 |
Non-cash operating lease cost | 3,257 | 3,539 |
Stock-based compensation | 91,946 | 67,644 |
Amortization of deferred contract acquisition costs | 2,112 | 1,729 |
Impairment | 70,000 | 0 |
Reserves and other | 7,486 | 11,514 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | 8,693 | (50,402) |
Inventories | (183,569) | (30,057) |
Prepaid expenses and other assets | (6,135) | (24,730) |
Accounts payable, operating lease liabilities, and accrued and other liabilities | 31,738 | 23,586 |
Deferred revenue | 28,685 | 28,410 |
Net cash used in operating activities | (287,488) | (216,651) |
Cash flows from investing activities | ||
Purchases of property and equipment | (14,671) | (14,142) |
Maturities of investments | 105,000 | 75,000 |
Purchases of short-term investments | 0 | (284,835) |
Cash paid for acquisitions, net of cash acquired | 0 | (2,756) |
Net cash provided by (used in) investing activities | 90,329 | (226,733) |
Cash flows from financing activities | ||
Proceeds from the exercise of warrants | 0 | 6,354 |
Proceeds from issuance of debt, net of discount and issuance costs | 0 | 293,972 |
Debt issuance costs related to the revolving credit facility | (2,853) | 0 |
Proceeds from the issuance of common stock under employee equity plans, net of tax withholding | 10,957 | 10,760 |
Proceeds from issuance of common stock in connection with ATM offerings, net of issuance costs | 287,198 | 0 |
Change in driver funds and amounts due to customers | 8,935 | 6,911 |
Settlement of contingent earnout liability | (3,537) | 0 |
Net cash provided by financing activities | 300,700 | 317,997 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (691) | (1,575) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 102,850 | (126,962) |
Cash, cash equivalents, and restricted cash at beginning of period | 294,562 | 315,635 |
Cash, cash equivalents, and restricted cash at end of period | 397,412 | 188,673 |
Supplementary cash flow information | ||
Cash paid for interest | 10,610 | 4,929 |
Cash paid for taxes | 900 | 295 |
Supplementary cash flow information on noncash investing and financing activities | ||
Impact of convertible note modification | 13,225 | 0 |
Right-of-use assets obtained in exchange for lease liabilities | 524 | 0 |
Non-cash adjustment to right-of-use assets due to reorganization | (2,012) | 0 |
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities | 1,673 | 1,566 |
Vesting of early exercised stock options | 27 | 49 |
Unpaid debt issuance costs | $ 30 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Oct. 31, 2023 | |
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 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 2023 relate to the fiscal year ended January 31, 2023 and to fiscal year 2024 refer to the fiscal year ending January 31, 2024. 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 3, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of January 31, 2023, 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 October 31, 2023, the results of operations for the three and nine months ended October 31, 2023 and 2022, and cash flows for the nine months ended October 31, 2023 and 2022. The results of operations for the three and nine months ended October 31, 2023, are not necessarily indicative of the results that may be expected for the year ending January 31, 2024. 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 Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of October 31, 2023, the Company had an accumulated deficit of $1,519.6 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, proceeds from sale of Common Stock under the ATM Facility (as defined in Note 9, Common Stock ), and proceeds from the Reverse Recapitalization (as defined below). The Company had cash, cash equivalents and restricted cash of $397.4 million as of October 31, 2023. Cash outflow from operations was $287.5 million and $216.7 million for the nine months ended October 31, 2023 and 2022, respectively. As of December 8, 2023, 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, the Company may need to reorganize its operations including through further reductions in its workforce and its business, operating results and financial condition would be materially 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”). The Merger is accounted for as a reverse capitalization in accordance with U.S. GAAP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2023 | |
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, 2023 and 2022 and for the years ended January 31, 2023, 2022 and 2021 included in ChargePoint’s Annual Report on Form 10-K filed with the SEC on April 3, 2023. 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 expected 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, valuation of acquired goodwill and intangible assets, 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 across 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 and 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 October 31, 2023, no customer individually accounted for 10% or more of accounts receivable, net. As of January 31, 2023, one customer individually accounted for 10% or more of accounts receivable, net. For the three and nine months ended October 31, 2023 and October 31, 2022, no customer individually 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. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief decision maker (“CODM”). The Company operates as one operating segment because its Chief Executive Officer, as the Company’s CODM, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. 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 relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated condensed statements of cash flows was as follows: October 31, January 31, (in thousands) Cash and cash equivalents $ 367,012 $ 264,162 Restricted cash 30,400 30,400 Total cash, cash equivalents, and restricted cash $ 397,412 $ 294,562 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. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria is met, the Company evaluates whether the decline in fair value below amortized cost is due to credit or non-credit related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. Credit related unrealized losses are recognized as an allowance for expected credit losses of available-for-sale debt securities on the consolidated balance sheets with a corresponding charge in other income (expense), net in the consolidated statements of operations. Non-credit related unrealized losses are included in accumulated other comprehensive income (loss). All of the short-term investments in U.S. Treasury securities have matured and no short-term investments remain outstanding since April 30, 2023. As of January 31, 2023, short-term investments consisted of the following: January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) U.S. Treasury Securities $ 105,415 $ — $ (449) $ 104,966 Amortized cost and fair value amounts include accrued interest receivable of $0.5 million as of January 31, 2023. 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. As of October 31, 2023, there were no assets or liabilities that were measured at fair value on a recurring basis. As of January 31, 2023, the Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of January 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 133,979 $ — $ — $ 133,979 U.S. Treasury securities — 104,966 — 104,966 Total financial assets $ 133,979 $ 104,966 $ — $ 238,945 The money market funds were classified as cash and cash equivalents on the condensed consolidated balance sheets and were within Level 1 of the fair value hierarchy. 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 October 31, 2023 and January 31, 2023. 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. As described above, no short-term investments have been outstanding since April 30, 2023. There have been no Level 3 financial instruments outstanding since January 31, 2023. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments for the nine months ended October 31, 2022: 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 — 656 Reclassification of warrants to stockholders’ equity (deficit) due to exercise 48 — Fair value as of October 31, 2022 $ — $ (5,337) Private Placement Liability The fair values of the private placement warrant liability were 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 included 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 10, Stock Warrants ). ViriCiti Earnout Liability On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti B.V. (“Viriciti”). The purchase price consideration included the ViriCiti Earnout (as defined in Note 3, Business Combinations ), which was consideration contingent on meeting certain revenue targets through January 31, 2023. The fair value of the ViriCiti Earnout liability was previously 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. As of January 31, 2023, the ViriCiti Earnout liability was determined to be $7.1 million, which was based on the actual achievement of the revenue target, and was subsequently paid in full on March 6, 2023 (see Note 3, Business Combinations ). Thus, the liability was no longer subject to the fair value measurement and was accordingly transferred out of Level 3 fair value hierarchy, and was included in “Accrued and other current liabilities” on the Company’s consolidated balance sheets as of January 31, 2023. Debt Modification The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt Modifications and Extinguishments . This evaluation includes (1) if applicable, the change in fair value of embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion option, if any, changed more than 10%, the Company applies extinguishment accounting. In instances where the net present value of future cash flows and the fair value of an embedded conversion option, if any, changed less than 10%, the Company obtains the fair value of the embedded conversion option to determine if the change in fair value is an increase of more than 10% of the carrying value of the debt immediately prior to the amendment. Reclassifications of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current year presentation. For the nine months ended October 31, 2022, “operating lease liabilities,” “accounts payable,” and “accrued and other liabilities” were combined and presented as a single line item captioned “accounts payable, operating lease liabilities and accrued and other liabilities” within the net cash used in operating activities section of the condensed consolidated statements of cash flows instead of being separately stated as in prior period presentations. Accounting Pronouncements Recently Issued Accounting Standards Adopted 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 is 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 adopted ASU 2022-02 on February 1, 2023 and elected to apply the amendments prospectively to all transactions within the scope of the amendment that are reflected in the financial statements at the date of adoption. The adoption did not have a material effect on the condensed consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 9 Months Ended |
Oct. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations ViriCiti B.V. On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti for $79.4 million in cash, as well as $7.1 million of additional earnout consideration contingent on meeting certain revenue targets as of January 31, 2023 (“ViriCiti Earnout”), which additional consideration was paid in full on March 6, 2023. ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. has•to•be gmbh |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the changes in carrying amounts of goodwill (in thousands): Balance as of January 31, 2023 $ 213,716 Foreign exchange fluctuations (2,135) Balance as of October 31, 2023 $ 211,581 There was no impairment recognized for the three and nine months ended October 31, 2023 and 2022. The following table presents the details of intangible assets: October 31, 2023 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 89,696 $ (18,813) $ 70,883 10 Developed technology 18,187 (6,434) 11,753 6 $ 107,883 $ (25,247) $ 82,636 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2023 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,738 $ (12,223) $ 78,515 10 Developed technology 18,355 (4,197) 14,158 6 $ 109,093 $ (16,420) $ 92,673 _______________ (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 condensed consolidated statements 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. The following table presents the amortization expense related to intangible assets: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) Amortization expense $ 3,008 $ 2,837 $ 9,085 $ 8,653 |
Composition of Certain Financia
Composition of Certain Financial Statement Items | 9 Months Ended |
Oct. 31, 2023 | |
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: October 31, January 31, (in thousands) Raw materials $ 4,129 $ 11,509 Finished goods and components 194,991 57,221 Total Inventories $ 199,120 $ 68,730 Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. During the nine months ended October 31, 2023, the Company recorded an impairment charge of $70.0 million, consisting of a $44.1 million charge to write down the carrying value of certain inventory on hand, as well as $25.9 million charge for losses on non-cancelable purchase commitments for inventory to be received after October 31, 2023, to reduce the carrying value of certain DC fast charging products to their estimated net realizable value, address supply overruns related to product transitions, and to better align inventory with current demand. The inventory impairment charge is included in the cost of revenue - networked charging systems in the condensed consolidated statements of operations. Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following: October 31, January 31, (in thousands) Prepaid expense $ 50,589 $ 48,464 Other current assets 25,522 22,556 Total Prepaid Expense and Other Current Assets $ 76,111 $ 71,020 Property and Equipment, net Property and equipment, net consisted of the following: October 31, January 31, (in thousands) Furniture and fixtures $ 1,701 $ 1,244 Computers and software 8,284 7,164 Machinery and equipment 33,210 25,144 Tooling 14,993 13,782 Leasehold improvements 10,413 9,357 Owned and operated systems 26,548 24,119 Construction in progress 2,181 2,790 97,330 83,600 Less: Accumulated depreciation (55,132) (43,554) Total Property and Equipment, Net $ 42,198 $ 40,046 The following table presents the depreciation expense: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) Depreciation expense 4,135 3,249 12,076 9,909 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: October 31, January 31, (in thousands) Accrued expenses $ 53,305 $ 46,105 Accrued losses on purchase commitments 24,577 7,287 Refundable customer deposits 16,405 14,551 Payroll and related expenses 17,166 21,495 Other current liabilities 41,013 44,045 Total Accrued and Other Current Liabilities $ 152,466 $ 133,483 Revenue Revenue consisted of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) United States $ 82,777 $ 101,559 $ 292,869 $ 248,485 Rest of World 27,506 23,782 97,938 66,782 Total revenue $ 110,283 $ 125,341 $ 390,807 $ 315,267 Deferred Revenue The following table shows the total deferred revenue for each period presented. October 31, January 31, (in thousands) Deferred revenue 227,295 198,610 The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period. Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) Deferred revenue recognized $ 18,952 $ 13,275 $ 69,384 $ 50,993 Remaining Performance Obligation 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. Revenue expected to be recognized from remaining performance obligations was $251.8 million as of October 31, 2023, of which 42% is expected to be recognized over the next twelve months. |
Reorganization Charges
Reorganization Charges | 9 Months Ended |
Oct. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Reorganization Charges | Restructuring Charges During the three months ended October 31, 2023, the Company implemented a reorganization plan to reduce its operating expenses to continue to increase efficiencies (the “Reorganization”). The Reorganization entailed a reduction in force of approximately 168 employees, or 10% of the Company’s global workforce and other actions to reduce expense. For the three and nine months ended October 31, 2023, the Company incurred $15.6 million of employee severance and employment-related termination costs, and facility and other contract termination charges. As of October 31, 2023, there were $4.5 million in restructuring-related liabilities. The following table summarizes the Reorganization charges by line item within the Company’s condensed consolidated statements of operations during the three and nine months ended October 31, 2023: Severances and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 996 $ — $ 996 Research and development 4,183 — 4,183 Sales and marketing 1,343 — 1,343 General and administrative 890 8,189 9,079 Total $ 7,412 $ 8,189 $ 15,601 |
Debt
Debt | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the Company’s convertible debt outstanding: October 31, January 31, 2023 (in thousands) Gross amount $ 300,000 $ 300,000 Debt discount and issuance costs (17,281) (5,064) Carrying amount $ 282,719 $ 294,936 Estimated fair value (Level 2 Inputs) $ 194,000 $ 233,000 The following table presents the Company’s interest expense: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) 2028 Convertible Notes Contractual interest expense $ 3,048 $ 2,305 $ 8,298 $ 5,804 Amortization of debt discount and issuance costs 405 301 1008 663 2027 Revolving Credit Facility Amortization of debt issuance costs 205 — 205 — Commitment fees 162 — 162 — Total interest expense $ 3,820 $ 2,606 $ 9,673 $ 6,467 2028 Convertible Notes In April 2022, the Company completed a private placement of $300.0 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (formerly, the “2027 Convertible Notes”, hereafter as “Original Convertible Notes), the terms of which were amended during the three months ended October 31, 2023, as described below (the “Notes Amendment”). Prior to the Notes Amendment, the maturity date of the Original Convertible Note was April 1, 2027. The Original 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 Original 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 Original Convertible Notes. The Company used the net proceeds for general corporate purposes. Prior to the Notes Amendment, the Original Convertible Notes bore 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 the issuance of additional Original Convertible Notes (“PIK Interest”), with such interest 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 Original 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. Prior to the Notes Amendment, the initial conversion rate was 41.6119 shares per $1,000 principal amount of the Original Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $24.03 per share. Upon the terms of the Original Convertible Notes, prior to January 1, 2027, the Original 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 Original Convertible Notes. Holders of the Original Convertible Notes may convert all or a portion of their Original 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 Original Convertible Notes on each applicable trading day; • during the five business days period after any ten consecutive trading days in which, if the trading price per $1,000 principal amount of the Original Convertible Notes for each trading day of such ten 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 Original Convertible Notes on each such trading day; • if the Company calls the Original 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 Original 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 Original 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 Original Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if the Original 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 Original Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Original Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the Original Convertible Notes, while the change in control repurchase price will be 125% of the capitalized principal amount of the Original Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Original 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 Original 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 Original Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Original Convertible Notes to be due and payable immediately. On October 24, 2023, the Original Convertible Notes were amended to (1) extend the maturity date from April 1, 2027 to April 1, 2028, (2) increase the Cash Interest rate to 7.0% from 3.5% and PIK Interest rate to 8.5% from 5.0%, (3) increase the initial conversion rate to 83.333 shares per $1,000 principal amount of the convertible notes from 41.6119 shares per $1,000 principal amount of the convertible notes, which represented a revised initial conversion price of approximately $12.00 per share, and (4) revise the make-whole table to reflect the revised terms of the convertible notes (herein, “2028 Convertible Notes”). Other than those previously stated, the terms of the 2028 Convertible Notes are not substantially different from the terms of Original Convertible Notes. The Company assessed the Notes Amendment for a debt extinguishment or modification in accordance with ASC 470-50, Debt Modifications and Extinguishments . As both the change in net present value of future cash flows of the 2028 Convertible Notes to that of the Original Convertible Notes and the change in fair value of the embedded conversion option of the 2028 Convertible Notes to that of the carrying value of the Original Convertible Notes immediately before modification resulted in a less than 10% change, the amendment is regarded as a modification. The resulting increase in fair value of the embedded conversion option is recorded as an increase in debt discount, a contra-liability account, as well as the corresponding entry to additional paid-in-capital, in the condensed consolidated balance sheets.Legal fees and other costs incurred with third parties that were directly related to the debt modification were expensed as incurred. As of October 31, 2023, the new effective interest rate on the 2028 Convertible Notes was 8.59%. 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 2028 Convertible Notes, which approximates the effective interest method. The estimated fair value of the 2028 Convertible Notes, valued using Level 2 fair value inputs, as of October 31, 2023 and January 31, 2023 was $194.0 million and $233.0 million, respectively. 2027 Revolving Credit Facility On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company, ChargePoint, Inc. (the “Borrower”), certain subsidiaries of the Borrower as guarantors (the “Subsidiary Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”). Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $150.0 million, subject to obtaining the consent of the lenders participating in any such increase. Up to $100.0 million of the 2027 Revolving Credit Facility may be used for the issuance of letters of credit. The obligations of the Borrower under the Credit Agreement are guaranteed by the Company and the Subsidiary Guarantors and secured by a first priority pledge of the equity securities of the Borrower and certain of its subsidiaries and first priority security interests in substantially all tangible and intangible personal property, including intellectual property, of the Company, the Borrower and each Subsidiary Guarantor, subject to customary exceptions and limitations. The Credit Agreement contains negative covenants that, among other things, restrict the ability of the Company, the Borrower and its subsidiaries, as applicable, to incur additional indebtedness, incur additional liens, make investments or acquisitions, make dividends, distributions, or other restricted payments, dispose of property, and enter into transactions with affiliates, in each case subject to certain dollar baskets and customary carveouts, as well as customary events of default. In addition, the Credit Agreement requires the Borrower to comply with a minimum total liquidity covenant to be not less than 150% of the aggregate amount of the lender’s commitment under the Credit Agreement (“Total Liquidity”) which requires the Borrower to maintain, at all times, Total Liquidity equal to the sum of cash and cash equivalents held by the Borrower and the other loan parties at controlled accounts with the initial lenders under the Credit Agreement plus the aggregate unused amount of the commitments then available to be drawn under the 2027 Revolving Credit Facility. Borrowings under the 2027 Revolving Credit Facility may be denominated in U.S. dollars, Euros, or Pound Sterling. At the Company’s option, borrowings may bear interest at a rate per annum equal to either (a) an alternate base rate (for borrowings in U.S. dollars) plus a rate per annum of 1.75%, (b) an adjusted SOFR term rate (for borrowings in U.S. dollars) plus a rate per annum of 2.75%, (c) an adjusted EURIBOR rate (for borrowings in Euros) plus a rate per annum of 2.75%, or (d) a daily simple “risk-free” rate (for borrowings in Pounds Sterling) plus a rate per annum of 2.75%. The Company will pay commitment fees on the average daily unused amount of the 2027 Revolving Credit Facility at a rate per annum of 0.40%. In addition, the Company will also pay participation fees on the average daily undrawn amount of outstanding letters of credit at a rate per annum of 2.25%. In October 2023, the Company entered into an amendment to the Credit Agreement to, among other things, permit the Company to complete the Notes Amendment (as described above). As of October 31, 2023, the Borrower had no borrowings outstanding under the 2027 Revolving Credit Facility. The Borrower also had no letters of credit outstanding under the Credit Agreement as of October 31, 2023, and as a result, had a borrowing capacity of up to $150.0 million. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Oct. 31, 2023 | |
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. No open purchase commitments were recorded as liabilities on the condensed consolidated balance sheets as of October 31, 2023 as the Company had not yet received the related goods or services. 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 October 31, 2023, the Company believes 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 Company’s results of operations, cash flows and financial condition 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. Letters of Credit The Company had $30.4 million of secured letters of credit outstanding as of both October 31, 2023 and January 31, 2023. These primarily relate to support of contract manufacturer and customer agreements, and are fully collateralized by cash deposits which the Company recorded in restricted cash on its condensed consolidated balance sheets based on the term of the remaining restriction. 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 October 31, 2023 (in thousands): (in thousands) 2024 (remaining three months) $ 1,957 2025 6,435 2026 5,153 2027 4,667 2028 4,082 Thereafter 6,206 Total undiscounted operating lease payments 28,500 Less: imputed interest (5,606) Total operating lease liabilities 22,894 Less: current portion of operating lease liabilities (4,377) Operating lease liabilities, noncurrent $ 18,517 |
Common Stock
Common Stock | 9 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock As of October 31, 2023 and January 31, 2023, 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 417,939,824 and 348,330,481 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively. At-the-Market Offering On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”). During the three months ended October 31, 2023, the Company sold a total of 53,314,381 shares of its Common Stock pursuant to the ATM Facility for total proceeds of $232.4 million, net of $0.7 million of issuance costs, which includes 41,371,158 shares sold to an institutional investor. During the nine months ended October 31, 2023, the Company sold a total of 59,299,481 shares of its Common Stock pursuant to the ATM Facility at the for total proceeds of $287.2 million, net of $1.2 million of issuance costs. As of October 31, 2023, $161.6 million of shares of Common Stock remained available for sale pursuant to the ATM Facility. Stock Warrants Common Stock Warrants Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. As of October 31, 2023, there were 34,499,436 Legacy Warrants outstanding, which are classified as equity. There was no Legacy Warrants activity during the three and nine months ended October 31, 2023. During the three and nine months ended October 31, 2022, 936,764 and 951,332 Legacy Warrants were exercised resulting in the issuance of 936,764 and 949,987 shares of Common Stock, respectively. During each of the three and nine months ended October 31, 2022, there was $6.4 million cash proceeds received for the exercise of Legacy Warrants. Activity of Legacy Warrants is set forth below: Legacy Warrants Outstanding as of January 31, 2023 34,499,436 Warrants exercised — Outstanding as of October 31, 2023 34,499,436 Private Placement Warrants The Private Placement Warrants were initially recognized as a liability, and remeasured to fair value as of any respective exercise dates. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant, resulting in the Company recording no gain or loss and an immaterial loss for the three and nine months ended October 31, 2022, respectively. No Private Placement Warrants have been outstanding since April 30, 2022. |
Stock Warrants
Stock Warrants | 9 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Stock Warrants | Common Stock As of October 31, 2023 and January 31, 2023, 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 417,939,824 and 348,330,481 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively. At-the-Market Offering On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”). During the three months ended October 31, 2023, the Company sold a total of 53,314,381 shares of its Common Stock pursuant to the ATM Facility for total proceeds of $232.4 million, net of $0.7 million of issuance costs, which includes 41,371,158 shares sold to an institutional investor. During the nine months ended October 31, 2023, the Company sold a total of 59,299,481 shares of its Common Stock pursuant to the ATM Facility at the for total proceeds of $287.2 million, net of $1.2 million of issuance costs. As of October 31, 2023, $161.6 million of shares of Common Stock remained available for sale pursuant to the ATM Facility. Stock Warrants Common Stock Warrants Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. As of October 31, 2023, there were 34,499,436 Legacy Warrants outstanding, which are classified as equity. There was no Legacy Warrants activity during the three and nine months ended October 31, 2023. During the three and nine months ended October 31, 2022, 936,764 and 951,332 Legacy Warrants were exercised resulting in the issuance of 936,764 and 949,987 shares of Common Stock, respectively. During each of the three and nine months ended October 31, 2022, there was $6.4 million cash proceeds received for the exercise of Legacy Warrants. Activity of Legacy Warrants is set forth below: Legacy Warrants Outstanding as of January 31, 2023 34,499,436 Warrants exercised — Outstanding as of October 31, 2023 34,499,436 Private Placement Warrants The Private Placement Warrants were initially recognized as a liability, and remeasured to fair value as of any respective exercise dates. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant, resulting in the Company recording no gain or loss and an immaterial loss for the three and nine months ended October 31, 2022, respectively. No Private Placement Warrants have been outstanding since April 30, 2022. |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 9 Months Ended |
Oct. 31, 2023 | |
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 Nine Months Ended 2023 2022 2023 2022 (in thousands) Cost of revenue $ 1,847 $ 1,145 $ 4,780 $ 3,271 Research and development 14,451 10,200 39,804 27,598 Sales and marketing 6,467 4,962 17,393 12,793 General and administrative 10,118 9,391 29,969 23,982 Total stock-based compensation expense $ 32,883 $ 25,698 $ 91,946 $ 67,644 As of October 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options, RSUs and PRSUs (as defined below), and 2021 ESPP (as defined below) of $212.3 million, which is expected to be recognized over a weighted-average period of 2.80 years. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (“2021 ESPP”) permits participants to purchase shares of the Company’s Common Stock at a discounted price through payroll deductions. As of October 31, 2023, 13,139,772 shares of Common Stock were available under the 2021 ESPP. 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (“2021 EIP”) allows the Company to grant stock options, stock appreciation rights, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards. As of October 31, 2023, 43,151,925 shares of Common Stock were available under the 2021 EIP. There were no options granted for the three and nine months ended October 31, 2023. Restricted Stock Units A summary of RSUs outstanding under the 2021 EIP as of October 31, 2023 and changes during the fiscal year-to-date 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, 2023 12,935,413 $ 15.02 RSU granted 15,171,450 $ 8.55 RSU vested (4,648,207) $ 13.82 RSU forfeited (1,849,229) $ 12.53 Outstanding as of October 31, 2023 21,609,427 $ 10.95 Performance Restricted Stock Units A summary of PRSUs outstanding under the 2021 EIP as of October 31, 2023 and changes during the fiscal year-to-date 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, 2023 2,147,366 $ 10.83 PRSUs granted 661,236 $ 4.92 PRSU forfeited (143,266) $ 10.47 Outstanding as of October 31, 2023 2,665,336 $ 9.38 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”). A summary of options outstanding under the 2017 Plan and 2007 Plan as of October 31, 2023 and changes during the fiscal year-to-date period 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, 2023 17,600,524 $ 0.70 5.6 $ 201,352 Options exercised (4,399,544) $ 0.61 Options cancelled (158,540) $ 0.77 Outstanding as of October 31, 2023 13,042,440 $ 0.73 4.8 $ 23,598 Options vested and expected to vest as of October 31, 2023 13,041,914 $ 0.73 4.8 $ 23,597 Exercisable as of October 31, 2023 11,172,410 $ 0.73 4.6 $ 20,269 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The 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 0.2% and 0.5% for the three months ended October 31, 2023 and 2022, respectively. The effective income tax rate was nil and 1.0% for the nine months ended October 31, 2023 and 2022, 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. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 9 Months Ended |
Oct. 31, 2023 | |
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 nine months ended October 31, 2023 and 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands, except share and per share data) Numerator: Net loss $ (158,219) $ (84,480) $ (362,861) $ (266,446) Denominator: Weighted average common shares outstanding 376,190,781 339,674,302 360,836,403 337,135,962 Less: Weighted average unvested restricted shares and shares subject to repurchase (7,998) (78,917) (18,272) (98,851) Weighted average shares outstanding - Basic and Diluted 376,182,783 339,595,385 360,818,131 337,037,111 Net loss per share - Basic and Diluted $ (0.43) $ (0.25) $ (1.01) $ (0.79) 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: October 31, October 31, 2028 Convertible Notes (on an as-converted basis) 24,999,990 12,483,569 Options to purchase common stock 13,042,440 18,785,716 Restricted stock units 21,609,427 13,030,259 Unvested early exercised common stock options 4,692 67,318 Common stock warrants 34,499,436 34,587,257 Employee stock purchase plan 8,751,276 1,660,491 Total potentially dilutive common share equivalents 102,907,261 80,614,610 PRSUs granted were excluded from the above table because the respective stock price targets have not been met as of October 31, 2023. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Oct. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event A class action lawsuit alleging violations of federal securities laws was filed on November 29, 2023 in the U.S. District Court for the Northern District of California against ChargePoint Holdings, Inc., and some of its former officers (Defendants). The complaint purports to be brought on behalf of purchasers of ChargePoint stock between June 1, 2023, and November 16, 2023 and alleges that the Defendants made materially false and misleading statements regarding component costs and supply overruns for DC charging products which resulted in impairment charges and an adverse impact on profitability. The complaint seeks unspecified monetary damages and other relief. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (158,219) | $ (125,255) | $ (79,388) | $ (84,480) | $ (92,700) | $ (89,266) | $ (362,861) | $ (266,446) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Oct. 31, 2023 shares | Oct. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 13, 2023, Pasquale Romano, the Company’s former Chief Executive Officer and former member of the Board of Directors of the Company, terminated a pre-arranged stock trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was adopted on January 13, 2023 (the “Old Romano Plan”), and provided for the potential sale of up to 989,712 shares of the Company’s common stock on specified dates until the earlier of May 20, 2024, or when all the shares under the Old Romano Plan were sold. On September 16, 2023, Mr. Romano adopted a new pre-arranged stock trading plan pursuant to Rule 10b5-1 under the Exchange Act (the “New Romano Plan”), which provided for the potential sale of up to 714,712 shares of the Company’s common stock on specified dates until the earlier of January 10, 2025, or when all the shares under the New Romano Plan are sold. Effective November 16, 2023, Mr. Romano separated from the Company as its Chief Executive Officer and as a director of the Company. | |
Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Pasquale Romano [Member] | ||
Trading Arrangements, by Individual | ||
Name | Pasquale Romano | |
Title | Chief Executive Officer and former member of the Board of Directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 16, 2023 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | September 13, 2023 | |
Old Romano Plan [Member] | Pasquale Romano [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 989,712 | 989,712 |
New Romano Plan [Member] | Pasquale Romano [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 714,712 | 714,712 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Reverse Recapitalization | 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”). The Merger is accounted for as a reverse capitalization in accordance with U.S. GAAP. |
Use of Estimates | 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 expected 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, valuation of acquired goodwill and intangible assets, 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 | 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 across 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 and 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 | Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief decision maker (“CODM”). The Company operates as one operating segment because its Chief Executive Officer, as the Company’s CODM, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. |
Cash, Cash Equivalents, and Restricted Cash | 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 relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements. |
Short-Term Investments | 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. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria is met, the Company evaluates whether the decline in fair value below amortized cost is due to credit or non-credit related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. Credit related unrealized losses are recognized as an allowance for expected credit losses of available-for-sale debt securities on the consolidated balance sheets with a corresponding charge in other income (expense), net in the consolidated statements of operations. Non-credit related unrealized losses are included in accumulated other comprehensive income (loss). |
Fair Value of Financial Instruments | 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. |
Debt Modification | Debt Modification The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt Modifications and Extinguishments . This evaluation includes (1) if applicable, the change in fair value of embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion option, if any, changed more than 10%, the Company applies extinguishment accounting. In instances where the net present value of future cash flows and the fair value of an embedded conversion option, if any, changed less than 10%, the Company obtains the fair value of the embedded conversion option to determine if the change in fair value is an increase of more than 10% of the carrying value of the debt immediately prior to the amendment. |
Reclassifications of Prior Period Presentation | Reclassifications of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current year presentation. For the nine months ended October 31, 2022, “operating lease liabilities,” “accounts payable,” and “accrued and other liabilities” were combined and presented as a single line item captioned “accounts payable, operating lease liabilities and accrued and other liabilities” within the net cash used in operating activities section of the condensed consolidated statements of cash flows instead of being separately stated as in prior period presentations. |
Accounting Pronouncements | Accounting Pronouncements Recently Issued Accounting Standards Adopted 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 is 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 adopted ASU 2022-02 on February 1, 2023 and elected to apply the amendments prospectively to all transactions within the scope of the amendment that are reflected in the financial statements at the date of adoption. The adoption did not have a material effect on the condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated condensed statements of cash flows was as follows: October 31, January 31, (in thousands) Cash and cash equivalents $ 367,012 $ 264,162 Restricted cash 30,400 30,400 Total cash, cash equivalents, and restricted cash $ 397,412 $ 294,562 |
Restrictions on Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated condensed statements of cash flows was as follows: October 31, January 31, (in thousands) Cash and cash equivalents $ 367,012 $ 264,162 Restricted cash 30,400 30,400 Total cash, cash equivalents, and restricted cash $ 397,412 $ 294,562 |
Schedule of Short-Term Investments | As of January 31, 2023, short-term investments consisted of the following: January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) U.S. Treasury Securities $ 105,415 $ — $ (449) $ 104,966 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of January 31, 2023, the Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of January 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 133,979 $ — $ — $ 133,979 U.S. Treasury securities — 104,966 — 104,966 Total financial assets $ 133,979 $ 104,966 $ — $ 238,945 |
Schedule 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 for the nine months ended October 31, 2022: 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 — 656 Reclassification of warrants to stockholders’ equity (deficit) due to exercise 48 — Fair value as of October 31, 2022 $ — $ (5,337) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
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, 2023 $ 213,716 Foreign exchange fluctuations (2,135) Balance as of October 31, 2023 $ 211,581 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of intangible assets: October 31, 2023 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 89,696 $ (18,813) $ 70,883 10 Developed technology 18,187 (6,434) 11,753 6 $ 107,883 $ (25,247) $ 82,636 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2023 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,738 $ (12,223) $ 78,515 10 Developed technology 18,355 (4,197) 14,158 6 $ 109,093 $ (16,420) $ 92,673 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. |
Schedule of Finite-Lived Intangible Assets Amortization Expense | The following table presents the amortization expense related to intangible assets: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) Amortization expense $ 3,008 $ 2,837 $ 9,085 $ 8,653 |
Composition of Certain Financ_2
Composition of Certain Financial Statement Items (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: October 31, January 31, (in thousands) Raw materials $ 4,129 $ 11,509 Finished goods and components 194,991 57,221 Total Inventories $ 199,120 $ 68,730 |
Schedule of Other Current Assets | Prepaid expense and other current assets consisted of the following: October 31, January 31, (in thousands) Prepaid expense $ 50,589 $ 48,464 Other current assets 25,522 22,556 Total Prepaid Expense and Other Current Assets $ 76,111 $ 71,020 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: October 31, January 31, (in thousands) Furniture and fixtures $ 1,701 $ 1,244 Computers and software 8,284 7,164 Machinery and equipment 33,210 25,144 Tooling 14,993 13,782 Leasehold improvements 10,413 9,357 Owned and operated systems 26,548 24,119 Construction in progress 2,181 2,790 97,330 83,600 Less: Accumulated depreciation (55,132) (43,554) Total Property and Equipment, Net $ 42,198 $ 40,046 The following table presents the depreciation expense: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) Depreciation expense 4,135 3,249 12,076 9,909 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: October 31, January 31, (in thousands) Accrued expenses $ 53,305 $ 46,105 Accrued losses on purchase commitments 24,577 7,287 Refundable customer deposits 16,405 14,551 Payroll and related expenses 17,166 21,495 Other current liabilities 41,013 44,045 Total Accrued and Other Current Liabilities $ 152,466 $ 133,483 |
Schedule of Revenue | Revenue consisted of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) United States $ 82,777 $ 101,559 $ 292,869 $ 248,485 Rest of World 27,506 23,782 97,938 66,782 Total revenue $ 110,283 $ 125,341 $ 390,807 $ 315,267 |
Disaggregation of Revenue | The following table shows the total deferred revenue for each period presented. October 31, January 31, (in thousands) Deferred revenue 227,295 198,610 The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period. Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) Deferred revenue recognized $ 18,952 $ 13,275 $ 69,384 $ 50,993 |
Reorganization Charges (Tables)
Reorganization Charges (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Reorganization Charges | The following table summarizes the Reorganization charges by line item within the Company’s condensed consolidated statements of operations during the three and nine months ended October 31, 2023: Severances and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 996 $ — $ 996 Research and development 4,183 — 4,183 Sales and marketing 1,343 — 1,343 General and administrative 890 8,189 9,079 Total $ 7,412 $ 8,189 $ 15,601 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table presents the Company’s convertible debt outstanding: October 31, January 31, 2023 (in thousands) Gross amount $ 300,000 $ 300,000 Debt discount and issuance costs (17,281) (5,064) Carrying amount $ 282,719 $ 294,936 Estimated fair value (Level 2 Inputs) $ 194,000 $ 233,000 |
Schedule of Interest Expense | The following table presents the Company’s interest expense: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) 2028 Convertible Notes Contractual interest expense $ 3,048 $ 2,305 $ 8,298 $ 5,804 Amortization of debt discount and issuance costs 405 301 1008 663 2027 Revolving Credit Facility Amortization of debt issuance costs 205 — 205 — Commitment fees 162 — 162 — Total interest expense $ 3,820 $ 2,606 $ 9,673 $ 6,467 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
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 October 31, 2023 (in thousands): (in thousands) 2024 (remaining three months) $ 1,957 2025 6,435 2026 5,153 2027 4,667 2028 4,082 Thereafter 6,206 Total undiscounted operating lease payments 28,500 Less: imputed interest (5,606) Total operating lease liabilities 22,894 Less: current portion of operating lease liabilities (4,377) Operating lease liabilities, noncurrent $ 18,517 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants | Activity of Legacy Warrants is set forth below: Legacy Warrants Outstanding as of January 31, 2023 34,499,436 Warrants exercised — Outstanding as of October 31, 2023 34,499,436 |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
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 Nine Months Ended 2023 2022 2023 2022 (in thousands) Cost of revenue $ 1,847 $ 1,145 $ 4,780 $ 3,271 Research and development 14,451 10,200 39,804 27,598 Sales and marketing 6,467 4,962 17,393 12,793 General and administrative 10,118 9,391 29,969 23,982 Total stock-based compensation expense $ 32,883 $ 25,698 $ 91,946 $ 67,644 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of RSUs outstanding under the 2021 EIP as of October 31, 2023 and changes during the fiscal year-to-date 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, 2023 12,935,413 $ 15.02 RSU granted 15,171,450 $ 8.55 RSU vested (4,648,207) $ 13.82 RSU forfeited (1,849,229) $ 12.53 Outstanding as of October 31, 2023 21,609,427 $ 10.95 A summary of PRSUs outstanding under the 2021 EIP as of October 31, 2023 and changes during the fiscal year-to-date 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, 2023 2,147,366 $ 10.83 PRSUs granted 661,236 $ 4.92 PRSU forfeited (143,266) $ 10.47 Outstanding as of October 31, 2023 2,665,336 $ 9.38 |
Share-based Payment Arrangement, Option, Activity | A summary of options outstanding under the 2017 Plan and 2007 Plan as of October 31, 2023 and changes during the fiscal year-to-date period 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, 2023 17,600,524 $ 0.70 5.6 $ 201,352 Options exercised (4,399,544) $ 0.61 Options cancelled (158,540) $ 0.77 Outstanding as of October 31, 2023 13,042,440 $ 0.73 4.8 $ 23,598 Options vested and expected to vest as of October 31, 2023 13,041,914 $ 0.73 4.8 $ 23,597 Exercisable as of October 31, 2023 11,172,410 $ 0.73 4.6 $ 20,269 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
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 nine months ended October 31, 2023 and 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands, except share and per share data) Numerator: Net loss $ (158,219) $ (84,480) $ (362,861) $ (266,446) Denominator: Weighted average common shares outstanding 376,190,781 339,674,302 360,836,403 337,135,962 Less: Weighted average unvested restricted shares and shares subject to repurchase (7,998) (78,917) (18,272) (98,851) Weighted average shares outstanding - Basic and Diluted 376,182,783 339,595,385 360,818,131 337,037,111 Net loss per share - Basic and Diluted $ (0.43) $ (0.25) $ (1.01) $ (0.79) |
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: October 31, October 31, 2028 Convertible Notes (on an as-converted basis) 24,999,990 12,483,569 Options to purchase common stock 13,042,440 18,785,716 Restricted stock units 21,609,427 13,030,259 Unvested early exercised common stock options 4,692 67,318 Common stock warrants 34,499,436 34,587,257 Employee stock purchase plan 8,751,276 1,660,491 Total potentially dilutive common share equivalents 102,907,261 80,614,610 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 1,519,625 | $ 1,156,763 | |
Cash, cash equivalents and restricted cash | 397,400 | ||
Net cash used in operations | $ 287,488 | $ 216,651 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Accounts Receivable | Customer Concentration Risk | Largest Customer | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Reporting (Details) | 9 Months Ended |
Oct. 31, 2023 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 | Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 367,012 | $ 264,162 | ||
Restricted cash | 30,400 | 30,400 | ||
Total cash, cash equivalents, and restricted cash | $ 397,412 | $ 294,562 | $ 188,673 | $ 315,635 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Investments (Details) - USD ($) | 6 Months Ended | ||
Jul. 31, 2023 | Oct. 31, 2023 | Jan. 31, 2023 | |
Summary of Investment Holdings [Line Items] | |||
Fair Value | $ 0 | $ 104,966,000 | |
Accrued interest receivable | 500,000 | ||
U.S. Treasury securities | |||
Summary of Investment Holdings [Line Items] | |||
Amortized Cost | 105,415,000 | ||
Gross Unrealized Gains | $ 0 | ||
Gross Unrealized Losses | $ (449,000) | ||
Fair Value | $ 104,966,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 | $ 104,966,000 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 104,966,000 | |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 238,945,000 | |
Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 104,966,000 | |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 133,979,000 | |
Level 1 | Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 104,966,000 | |
Level 2 | Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 104,966,000 | |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Level 3 | Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Money market funds | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 133,979,000 | |
Money market funds | Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 133,979,000 | |
Money market funds | Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Money market funds | Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedle of Changes in the Fair Value of the Company's Level 3 Financial Instruments (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2022 USD ($) | |
Private placement warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ (25) |
Change in fair value included in other income (expense), net | (23) |
Effect of foreign currency translation | 0 |
Reclassification of warrants to stockholders’ equity (deficit) due to exercise | 48 |
Ending balance | 0 |
ViriCiti Earnout liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | (5,993) |
Change in fair value included in other income (expense), net | 0 |
Effect of foreign currency translation | 656 |
Reclassification of warrants to stockholders’ equity (deficit) due to exercise | 0 |
Ending balance | $ (5,337) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - ViriCiti Earnout Liability (Details) $ in Millions | Jan. 31, 2023 USD ($) |
ViriCiti | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Earn-out contingent consideration | $ 7.1 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Debt Modification (Details) | Oct. 31, 2023 |
Accounting Policies [Abstract] | |
Amendment valuation, net present value change (greater than) | 10% |
Amendment valuation, fair value of embedded conversion option, change (greater than) | 10% |
Amendment valuation change (less than) | 10% |
Amendment valuation change (greater than) | 10% |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 31, 2023 | Feb. 03, 2022 | Oct. 06, 2021 | Aug. 11, 2021 |
ViriCiti | ||||
Business Acquisition [Line Items] | ||||
Cash paid for acquisition | $ 79.4 | |||
Earnout contingent consideration | $ 7.1 | |||
HTB | ||||
Business Acquisition [Line Items] | ||||
Cash paid for acquisition | $ 2.8 | $ 132.9 | ||
Consideration transferred | 235 | |||
Value of equity purchased | $ 102.1 | |||
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 | $ 15.9 | |||
Indemnity claim period (in months) | 18 months |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 213,716 |
Foreign exchange fluctuations | (2,135) |
Ending balance | $ 211,581 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Business Acquisition [Line Items] | ||
Cost | $ 107,883 | $ 109,093 |
Accumulated amortization | (25,247) | (16,420) |
Intangible assets, net | 82,636 | 92,673 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Cost | 89,696 | 90,738 |
Accumulated amortization | (18,813) | (12,223) |
Intangible assets, net | $ 70,883 | $ 78,515 |
Useful life (in years) | 10 years | 10 years |
Developed technology | ||
Business Acquisition [Line Items] | ||
Cost | $ 18,187 | $ 18,355 |
Accumulated amortization | (6,434) | (4,197) |
Intangible assets, net | $ 11,753 | $ 14,158 |
Useful life (in years) | 6 years | 6 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule Of Finite-Lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 3,008 | $ 2,837 | $ 9,085 | $ 8,653 |
Composition of Certain Financ_3
Composition of Certain Financial Statement Items - Schedule of Inventories (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 4,129 | $ 11,509 |
Finished goods and components | 194,991 | 57,221 |
Total Inventories | $ 199,120 | $ 68,730 |
Composition of Certain Financ_4
Composition of Certain Financial Statement Items - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Impairment | $ 70,000 | $ 0 |
Inventory impairment | 44,100 | |
Loss on purchase commitments | $ 25,900 |
Composition of Certain Financ_5
Composition of Certain Financial Statement Items - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expense | $ 50,589 | $ 48,464 |
Other current assets | 25,522 | 22,556 |
Total Prepaid Expense and Other Current Assets | $ 76,111 | $ 71,020 |
Composition of Certain Financ_6
Composition of Certain Financial Statement Items - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 97,330 | $ 83,600 |
Less: Accumulated depreciation | (55,132) | (43,554) |
Total Property and Equipment, Net | 42,198 | 40,046 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,701 | 1,244 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 8,284 | 7,164 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 33,210 | 25,144 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 14,993 | 13,782 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 10,413 | 9,357 |
Owned and operated systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 26,548 | 24,119 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,181 | $ 2,790 |
Composition of Certain Financ_7
Composition of Certain Financial Statement Items - Schedule of Depreciation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation expense | $ 4,135 | $ 3,249 | $ 12,076 | $ 9,909 |
Composition of Certain Financ_8
Composition of Certain Financial Statement Items - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 53,305 | $ 46,105 |
Accrued losses on purchase commitments | 24,577 | 7,287 |
Refundable customer deposits | 16,405 | 14,551 |
Payroll and related expenses | 17,166 | 21,495 |
Other current liabilities | 41,013 | 44,045 |
Total Accrued and Other Current Liabilities | $ 152,466 | $ 133,483 |
Composition of Certain Financ_9
Composition of Certain Financial Statement Items - Schedule of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 110,283 | $ 125,341 | $ 390,807 | $ 315,267 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 82,777 | 101,559 | 292,869 | 248,485 |
Rest of World | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 27,506 | $ 23,782 | $ 97,938 | $ 66,782 |
Composition of Certain Finan_10
Composition of Certain Financial Statement Items - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Deferred revenue | $ 227,295 | $ 227,295 | $ 198,610 | ||
Deferred revenue recognized | $ 18,952 | $ 13,275 | $ 69,384 | $ 50,993 |
Composition of Certain Finan_11
Composition of Certain Financial Statement Items - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01 $ in Millions | Oct. 31, 2023 USD ($) |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue expected to be recognized from remaining performance obligations | $ 251.8 |
Revenue expected to be recognized from remaining performance obligations (as percent) | 42% |
Revenue expected to be recognized from remaining performance obligations (in months) | 12 months |
Reorganization Charges - Narrat
Reorganization Charges - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2023 USD ($) employee | Oct. 31, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | ||
Expected number of positions eliminated | employee | 168 | |
Reduction in workforce | 10% | |
Restructuring charges | $ 15,600 | $ 15,601 |
Restructuring liabilities | $ 4,500 | $ 4,500 |
Reorganization Charges - Schedu
Reorganization Charges - Schedule of Reorganization Charges within Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2023 | Oct. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 15,600 | $ 15,601 |
Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 996 | |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,183 | |
Sales and marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,343 | |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 9,079 | |
Severances and employment-related termination costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 7,412 | |
Severances and employment-related termination costs | Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 996 | |
Severances and employment-related termination costs | Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,183 | |
Severances and employment-related termination costs | Sales and marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,343 | |
Severances and employment-related termination costs | General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 890 | |
Facility and other contract terminations | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 8,189 | |
Facility and other contract terminations | Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
Facility and other contract terminations | Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
Facility and other contract terminations | Sales and marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
Facility and other contract terminations | General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 8,189 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Debt (Details) - Convertible Senior Notes - Convertible Notes - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 | Apr. 30, 2022 |
Debt Instrument [Line Items] | |||
Gross amount | $ 300,000 | $ 300,000 | |
Debt discount and issuance costs | (17,281) | (5,064) | |
Carrying amount | 282,719 | 294,936 | $ 294,000 |
Estimated fair value (Level 2 Inputs) | $ 194,000 | $ 233,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 3,820 | $ 2,606 | $ 9,673 | $ 6,467 |
Convertible Senior Notes | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 3,048 | 2,305 | 8,298 | 5,804 |
Amortization of debt discount and issuance costs | 405 | 301 | 1,008 | 663 |
2027 Revolving Credit Facility | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discount and issuance costs | 205 | 0 | 205 | 0 |
Commitment fees | $ 162 | $ 0 | $ 162 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | ||||
Oct. 24, 2023 $ / shares | Jul. 27, 2023 USD ($) | Apr. 30, 2022 USD ($) day $ / shares | Oct. 31, 2023 USD ($) | Jan. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Amendment valuation change (less than) | 10% | ||||
Convertible Senior Notes | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 300,000,000 | ||||
Debt | $ 294,000,000 | $ 282,719,000 | $ 294,936,000 | ||
Conversion ratio | 0.083333 | 0.0416119 | |||
Conversion price (usd per share) | $ / shares | $ 12 | $ 24.03 | |||
Ratio of repurchase price to principal amount | 100% | ||||
Ratio of control price to principal amount | 125% | ||||
Interest rate, effective percentage | 8.59% | ||||
Long-term debt, fair value | $ 194,000,000 | $ 233,000,000 | |||
Convertible Senior Notes | Convertible Notes | 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 Notes | 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 Notes | Cash Interest | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 7% | 3.50% | |||
Convertible Senior Notes | Convertible Notes | Paid In Kind Interest | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 8.50% | 5% | |||
Convertible Senior Notes | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum covenant threshold | $ 750,000,000 | ||||
Trustee percentage (as a percent) | 25% | ||||
Declare percentage | 100% | ||||
Amendment valuation change (less than) | 10% | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 1.75% | ||||
Maximum borrowing capacity | $ 150,000,000 | ||||
Commitment fee | 0.40% | ||||
Borrowing capacity | 150,000,000 | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
Participation fee | 2.25% | ||||
Borrowing outstanding | 0 | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Euro Interbank Offered Rate (EURIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Daily Simple Risk-Free Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
2027 Revolving Credit Facility | Line of Credit | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Minimum total liquidity | 150% | ||||
2027 Revolving Credit Facility | Line of Credit | Letter of Credit | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Borrowing outstanding | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | Oct. 31, 2023 | Jan. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 30.4 | $ 30.4 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Future Minimum Lease Payments Under All Non-cancellable Operating Leases (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 (remaining three months) | $ 1,957 | |
2025 | 6,435 | |
2026 | 5,153 | |
2027 | 4,667 | |
2028 | 4,082 | |
Thereafter | 6,206 | |
Total undiscounted operating lease payments | 28,500 | |
Less: imputed interest | (5,606) | |
Total operating lease liabilities | 22,894 | |
Less: current portion of operating lease liabilities | (4,377) | |
Operating lease liabilities, noncurrent | $ 18,517 | $ 21,841 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2023 | Jan. 31, 2023 | Jul. 01, 2022 | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 417,939,824 | 417,939,824 | 348,330,481 | ||
Common stock, shares issued (in shares) | 417,939,824 | 417,939,824 | 348,330,481 | ||
At-The-Market Offering | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 1,000,000,000 | ||||
Maximum consideration receivable | $ 500 | ||||
Number of shares sold (in shares) | 53,314,381 | 59,299,481 | |||
Consideration received on sold shares | $ 232.4 | $ 287.2 | |||
Issuance costs | 0.7 | 1.2 | |||
Shares available for future issuance | $ 161.6 | $ 161.6 | |||
At-The-Market Offering | Institutional Investor | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 41,371,158 |
Stock Warrants - Narrative (Det
Stock Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | Feb. 21, 2022 | |
Class of Warrant or Right [Line Items] | ||||||
Proceeds from the exercise of warrants | $ 0 | $ 6,354 | ||||
Legacy Chargepoint | Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of common stock upon exercise of warrants (in shares) | 936,764 | 949,987 | ||||
Legacy Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 34,499,436 | 34,499,436 | 34,499,436 | |||
Warrants exercised (in shares) | 0 | |||||
Proceeds from the exercise of warrants | $ 6,400 | $ 6,400 | ||||
Legacy Warrants | Legacy Chargepoint | Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercised (in shares) | 0 | 936,764 | 0 | 951,332 | ||
Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 0 | 0 | ||||
Warrant per common share (in dollars per share) | $ 0.355 |
Stock Warrants - Warrant Activi
Stock Warrants - Warrant Activity (Details) - Legacy Warrants | 9 Months Ended |
Oct. 31, 2023 shares | |
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | |
Outstanding at beginning of period (in shares) | 34,499,436 |
Warrants exercised (in shares) | 0 |
Outstanding at end of period (in shares) | 34,499,436 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 32,883 | $ 25,698 | $ 91,946 | $ 67,644 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,847 | 1,145 | 4,780 | 3,271 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 14,451 | 10,200 | 39,804 | 27,598 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 6,467 | 4,962 | 17,393 | 12,793 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 10,118 | $ 9,391 | $ 29,969 | $ 23,982 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Oct. 31, 2023 USD ($) shares | Oct. 31, 2023 USD ($) shares | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Unrecognized stock-based compensation cost | $ | $ 212.3 | $ 212.3 |
Period for recognition (in years) | 2 years 9 months 18 days | |
2021 Equity Incentive Plan | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Common stock reserved (in shares) | 43,151,925 | 43,151,925 |
Number of stock options granted (in shares) | 0 | 0 |
Employee stock purchase plan | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Common stock reserved (in shares) | 13,139,772 | 13,139,772 |
Equity Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Restricted Stock Units Activity (Details) - Restricted stock units | 9 Months Ended |
Oct. 31, 2023 $ / shares shares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 12,935,413 |
Granted (in shares) | shares | 15,171,450 |
Vested (in shares) | shares | (4,648,207) |
Forfeited (in shares) | shares | (1,849,229) |
Outstanding, ending balance (in shares) | shares | 21,609,427 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 15.02 |
Granted (in dollars per share) | $ / shares | 8.55 |
Vested (in dollars per share) | $ / shares | 13.82 |
Forfeited (in dollars per share) | $ / shares | 12.53 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 10.95 |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - Performance Restricted Stock Units Activity (Details) - Performance Shares | 9 Months Ended |
Oct. 31, 2023 $ / shares shares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 2,147,366 |
Granted (in shares) | shares | 661,236 |
Forfeited (in shares) | shares | (143,266) |
Outstanding, ending balance (in shares) | shares | 2,665,336 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 10.83 |
Granted (in dollars per share) | $ / shares | 4.92 |
Forfeited (in dollars per share) | $ / shares | 10.47 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 9.38 |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2023 | Oct. 31, 2023 | Jan. 31, 2023 | |
Number of Stock Option Awards | |||
Outstanding as of beginning of period (in shares) | 17,600,524 | 17,600,524 | |
Options exercised (in shares) | (4,399,544) | ||
Forfeited (in shares) | (158,540) | ||
Outstanding as end of period (in shares) | 13,042,440 | ||
Options vested and expected to vest at end of period (in shares) | 13,041,914 | ||
Exercisable at end of period (in shares) | 11,172,410 | ||
Weighted Average Exercise Price | |||
Outstanding as of beginning of period (USD per share) | $ 0.70 | $ 0.70 | |
Options exercised (USD per share) | 0.61 | ||
Forfeited (USD per share) | 0.77 | ||
Outstanding as of end of period (USD per share) | 0.73 | ||
Options vested and expected to vest as of end of period (USD per share) | 0.73 | ||
Exercisable as of end of period (USD per share) | $ 0.73 | ||
Weighted Average Remaining Contractual term (in years) | |||
Outstanding (in years) | 5 years 7 months 6 days | 4 years 9 months 18 days | |
Options vested and expected to ves (in years) | 4 years 9 months 18 days | ||
Exercisable (in years) | 4 years 7 months 6 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 23,598 | $ 201,352 | |
Options vested and expected to vest | 23,597 | ||
Exercisable | $ 20,269 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0.20% | 0.50% | 0% | 1% |
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 | 9 Months Ended | ||||||
Oct. 31, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Numerator: | ||||||||
Net loss | $ (158,219) | $ (125,255) | $ (79,388) | $ (84,480) | $ (92,700) | $ (89,266) | $ (362,861) | $ (266,446) |
Denominator: | ||||||||
Weighted average common shares outstanding (in shares) | 376,190,781 | 339,674,302 | 360,836,403 | 337,135,962 | ||||
Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares) | (7,998) | (78,917) | (18,272) | (98,851) | ||||
Weighted average shares outstanding - basic (in shares) | 376,182,783 | 339,595,385 | 360,818,131 | 337,037,111 | ||||
Weighted average shares outstanding - diluted (in shares) | 376,182,783 | 339,595,385 | 360,818,131 | 337,037,111 | ||||
Net loss per share - basic (in USD per share) | $ (0.43) | $ (0.25) | $ (1.01) | $ (0.79) | ||||
Net loss per share - diluted (in USD per share) | $ (0.43) | $ (0.25) | $ (1.01) | $ (0.79) |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 102,907,261 | 80,614,610 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 24,999,990 | 12,483,569 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 13,042,440 | 18,785,716 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 21,609,427 | 13,030,259 |
Unvested early exercised common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 4,692 | 67,318 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 34,499,436 | 34,587,257 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 8,751,276 | 1,660,491 |