Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 30, 2021 | Jun. 05, 2021 | |
Document Information Line Items | ||
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2021 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0001777393 | |
Entity Registrant Name | ChargePoint Holdings, Inc. | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Address, Address Line One | 240 East Hacienda Avenue | |
Entity Address, City or Town | Campbell | |
Entity Small Business | true | |
Local Phone Number | 841-4500 | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39004 | |
Entity Tax Identification Number | 84-1747686 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
City Area Code | 408 | |
Entity Address, Postal Zip Code | 95008 | |
Entity Address, State or Province | CA | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | CHPT | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 306,261,388 | |
Warrant [Member] | ||
Document Information Line Items | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | CHPT WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 609,809 | $ 145,491 |
Restricted cash | 400 | 400 |
Accounts receivable, net of allowance of $2,100 and $2,000 as of April 30, 2021 and January 31, 2021, respectively | 34,932 | 35,075 |
Inventories | 28,868 | 33,592 |
Prepaid expenses and other current assets | 19,906 | 12,074 |
Total current assets | 693,915 | 226,632 |
Property and equipment, net | 31,211 | 29,988 |
Operating lease right-of-use assets | 21,750 | 21,817 |
Goodwill | 1,215 | 1,215 |
Other assets | 4,980 | 10,468 |
Total assets | 753,071 | 290,120 |
Current liabilities: | ||
Accounts payable | 18,103 | 19,784 |
Accrued and other current liabilities | 42,930 | 47,162 |
Deferred revenue | 43,864 | 40,934 |
Debt, current | 10,208 | |
Total current liabilities | 104,897 | 118,088 |
Deferred revenue, noncurrent | 53,763 | 48,896 |
Debt, noncurrent | 24,686 | |
Operating lease liabilities | 22,866 | 22,459 |
Common stock warrant liabilities | 86,209 | |
Redeemable convertible preferred stock warrant liability | 75,843 | |
Other long-term liabilities | 996 | 972 |
Total liabilities | 268,731 | 290,944 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred stock: $0.0001 par value; 0 and 185,180,248 shares authorized as of April 30, 2021 and January 31, 2021, respectively; 0 and 182,934,257 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively (liquidation value: $0 and $17,492,964 as of April 30, 2021 and January 31, 2021, respectively) | 615,697 | |
Stockholders' equity (deficit): | ||
Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of April 30, 2021 and January 31, 2021, respectively; 305,073,200 and 22,961,032 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively | 31 | 2 |
Preferred stock, $0.0001 par value; 10,000,000 and 0 shares authorized as of April 30, 2021 and January 31, 2021, respectively; 0 issued and outstanding as of April 30, 2021 and January 31, 2021 | ||
Additional paid-in capital | 1,081,272 | 62,736 |
Accumulated other comprehensive income | 162 | 155 |
Accumulated deficit | (597,125) | (679,414) |
Total stockholders' equity (deficit) | 484,340 | (616,521) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 753,071 | $ 290,120 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Accounts receivable | $ 2,100 | $ 2,000 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, shares authorized | 0 | 185,180,248 |
Temporary Equity, shares issued | 0 | 182,934,257 |
Temporary Equity, shares outstanding | 0 | 182,934,257 |
Temporary Equity liquidation value | $ 0 | $ 17,492,964 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 299,771,284 |
Common stock, shares issued | 305,073,200 | 22,961,032 |
Common stock, shares outstanding | 305,073,200 | 22,961,032 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Revenue | ||
Revenue | $ 40,510 | $ 32,776 |
Cost of revenue | ||
Cost of revenue | 31,293 | 25,012 |
Gross profit | 9,217 | 7,764 |
Operating expenses | ||
Research and development | 25,374 | 18,026 |
Sales and marketing | 15,974 | 14,201 |
General and administrative | 14,467 | 5,089 |
Total operating expenses | 55,815 | 37,316 |
Loss from operations | (46,598) | (29,552) |
Interest income | 22 | 243 |
Interest expense | (1,499) | (835) |
Change in fair value of redeemable convertible preferred stock warrant liability | 9,237 | 535 |
Change in fair value of common stock warrant liabilities | 43,761 | |
Change in fair value of contingent earnout liability | 84,420 | |
Transaction costs expensed | (7,031) | |
Other income (expense), net | 15 | (432) |
Net income (loss) before income taxes | 82,327 | (30,041) |
Provision for income taxes | 38 | 57 |
Net income (loss) | 82,289 | (30,098) |
Cumulative dividends on redeemable convertible preferred stock | (4,292) | |
Deemed dividends attributable to vested option holders | (51,855) | |
Deemed dividends attributable to common stock warrant holders | (110,635) | |
Net loss attributable to common stockholders - Basic | (84,493) | (30,098) |
Gain attributable to earnout shares issued | (53,820) | |
Change in fair value of dilutive warrants | (49,471) | |
Net loss attributable to common stockholders - Diluted | $ (187,784) | $ (30,098) |
Weighted average shares outstanding - Basic | 218,615,863 | 12,253,092 |
Weighted average shares outstanding - Diluted | 225,533,389 | 12,253,092 |
Net loss per share - Basic | $ (0.39) | $ (2.46) |
Net loss per share - Diluted | $ (0.83) | $ (2.46) |
Networked charging systems [Member] | ||
Revenue | ||
Revenue | $ 26,800 | $ 19,657 |
Cost of revenue | ||
Cost of revenue | 23,742 | 18,616 |
Subscriptions [Member] | ||
Revenue | ||
Revenue | 10,824 | 9,004 |
Cost of revenue | ||
Cost of revenue | 5,640 | 4,773 |
Other [Member] | ||
Revenue | ||
Revenue | 2,886 | 4,115 |
Cost of revenue | ||
Cost of revenue | $ 1,911 | $ 1,623 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 82,289 | $ (30,098) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 7 | (56) |
Other comprehensive income (loss) | 7 | (56) |
Comprehensive income (loss) | $ 82,296 | $ (30,154) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Redeemable Convertible Preferred Stock | Common Stock | ||
Balance at Jan. 31, 2020 | $ (462,021) | $ 20,331 | $ 37 | $ (482,390) | $ 520,241 | $ 1 | ||
Balance (in Shares) at Jan. 31, 2020 | 160,583,203 | 11,918,418 | [1] | |||||
Vesting of early exercised stock options | 10 | 10 | ||||||
Stock-based compensation | 910 | 910 | ||||||
Net income | (30,098) | (30,098) | ||||||
Other comprehensive income | (56) | (56) | ||||||
Issuance of common stock upon exercise of vested stock options | 436 | 436 | ||||||
Issuance of common stock upon exercise of vested stock options (Shares) | [1] | 1,071,203 | ||||||
Balance at Apr. 30, 2020 | (490,819) | 21,687 | (19) | (512,488) | $ 520,241 | $ 1 | ||
Balance (in Shares) at Apr. 30, 2020 | 160,583,203 | 12,989,621 | [1] | |||||
Balance at Jan. 31, 2021 | (616,521) | 62,736 | 155 | (679,414) | $ 615,697 | $ 2 | ||
Balance (in Shares) at Jan. 31, 2021 | 182,934,257 | 22,961,032 | [1] | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (Shares) | (182,934,257) | 194,060,336 | [1] | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend | 615,697 | 615,677 | $ (615,697) | $ 20 | ||||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization | 66,606 | 66,606 | ||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (Shares) | [1] | 60,746,989 | ||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 200,466 | 200,460 | $ 6 | |||||
Issuance of common stock upon exercise of warrants (Shares) | [1] | 9,766,774 | ||||||
Issuance of common stock upon exercise of warrants | 225,376 | 225,375 | $ 1 | |||||
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) | (828,180) | ||||||
Issuance of earnout shares upon triggering events, net of tax withholding (Shares) | [1] | 17,539,657 | ||||||
Issuance of earnout shares upon triggering events, net of tax withholding | 488,305 | 488,303 | $ 2 | |||||
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 | 242,640 | ||||||
Vesting of early exercised stock options | 78 | 78 | ||||||
Repurchase of early exercised common stock (Shares) | [1] | (1,588) | ||||||
Stock-based compensation | 7,577 | 7,577 | ||||||
Net income | 82,289 | 82,289 | ||||||
Other comprehensive income | 7 | 7 | ||||||
Balance at Apr. 30, 2021 | $ 484,340 | $ 1,081,272 | $ 162 | $ (597,125) | $ 31 | |||
Balance (in Shares) at Apr. 30, 2021 | [1] | 305,073,200 | ||||||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 3. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 82,289 | $ (30,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,741 | 2,257 |
Non-cash operating lease cost | 977 | 831 |
Stock-based compensation | 7,577 | 910 |
Amortization of deferred contract acquisition costs | 399 | 253 |
Change in fair value of redeemable convertible preferred stock warrant liability | (9,237) | (535) |
Change in fair value of common stock warrant liabilities | (43,761) | |
Change in fair value of contingent earnout liability | (84,420) | |
Transaction costs expensed | 7,031 | |
Other | 1,096 | 74 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | 32 | 9,214 |
Inventories | 4,894 | (4,092) |
Prepaid expenses and other assets | (6,166) | (1,211) |
Operating lease liabilities | (373) | (1,863) |
Accounts payable | (3,463) | (10,318) |
Accrued and other liabilities | (4,952) | (1,898) |
Deferred revenue | 7,797 | 1,782 |
Net cash used in operating activities | (37,539) | (34,694) |
Cash flows from investing activities | ||
Maturities of investments | 42,403 | |
Purchases of property and equipment | (4,138) | (2,772) |
Net cash (used in) provided by investing activities | (4,138) | 39,631 |
Cash flows from financing activities | ||
Proceeds from the exercise of public warrants | 73,323 | |
Merger and PIPE financing | 511,646 | |
Payment of transaction costs related to Merger | (30,115) | |
Payment of tax withholding obligations on settlement of earnout shares | (12,815) | |
Repayment of borrowings | (36,051) | |
Proceeds from exercises of vested and unvested stock options | 446 | |
Net cash provided by financing activities | 505,988 | 446 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 7 | (56) |
Net increase in cash, cash equivalents, and restricted cash | 464,318 | 5,327 |
Cash, cash equivalents, and restricted cash at beginning of period | 145,491 | 73,153 |
Cash, cash equivalents, and restricted cash at end of period | 609,809 | 78,480 |
Supplementary cash flow information | ||
Cash paid for interest | 344 | 476 |
Cash paid for taxes | 50 | 68 |
Supplementary cash flow information on noncash investing and financing activities | ||
Right-of-use assets obtained in exchange for lease liabilities | 883 | |
Acquisitions of property and equipment included in accounts payable and accrued liabilities | 174 | 237 |
Vesting of early exercised stock options | 78 | $ 10 |
Deferred transaction costs not yet paid | 2,354 | |
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 615,697 | |
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization | 66,606 | |
Contingent earnout liability recognized upon the closing of the reverse recapitalization | 828,180 | |
Reclassification of remaining contingent earnout liability upon triggering event | $ 242,640 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. 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 and cloud-based services which enable consumers the ability to locate, reserve, authenticate, and transact charging sessions for EVs. As part of its networked charging systems, subscriptions, and other offerings, the Company provides an open platform that integrates with system hardware from multiple manufacturers, connecting systems over an intelligent network that provides real-time information about charging systems. This network provides multiple web-based portals The Company’s fiscal year ends on January 31. References to fiscal year 2021 relate to the fiscal year ended January 31, 2021 and to fiscal year 2022 refer to the fiscal year ending January 31, 2022. 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 for the year ended January 31, 2021 and the related notes included in the Company’s Current Report on Form 8-K 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 its product offerings, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of April 30, 2021, the Company had an accumulated deficit of $597.1 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, borrowings under its loan facilities, customer payments and proceeds from the Reverse Recapitalization (as defined below). The Company had cash, cash equivalents, and restricted cash of $610.2 million as of April 30, 2021. As of June 11, 2021, the date on which these condensed consolidated financial statements were available to be 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 through which 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 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 platform, and the overall market acceptance of EVs. The Company may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights, although it has no agreements or commitments to complete any material transactions as of June 11, 2021, the date on which these condensed consolidated financial statements were available to be issued. 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. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. On February 26, 2021 (“Closing Date”), Switchback Energy Acquisition Corporation (“Switchback”), consummated the previously announced merger with Switchback, Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware and ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”) with the Legacy ChargePoint surviving as the surviving company and as a wholly-owned subsidiary of Switchback (“Merger” and, collectively with the other transactions described in the Merger Agreement (as defined below), the “Reverse Recapitalization”). As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Please refer to Note 3 “Reverse Recapitalization” for further details of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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, 2021 and 2020 and for the years ended January 31, 2021, 2020, and 2019. Common Stock Warrants Liabilities The Company assumed publicly-traded warrants (“Public Warrants”) and private placement warrants issued to NGP Switchback, LLC (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with Switchback’s initial public offering and subsequent overallotment (other than Private Placement Warrants that were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common stock, par value $0.0001 (“Common Stock”) at an exercise price of $ Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are non-redeemable The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed 50 % of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting date. Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Merger Agreement and Plan of Merger dated as of September 23, 2020 by and among the Company, Lightning Merger Sub Inc., and Switchback (“Merger Agreement”), eligible ChargePoint equity holders are entitled to receive additional shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 9). In accordance with ASC 815-40, The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 9) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. 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 doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. 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 April 30, 2021 and January 31, 2021, one customer individually accounted for 11% and 16% of accounts receivable, net, respectively. For the three months ended April 30, 2021 and 2020, there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. Impact of COVID-19 In March 2020, the World Health Organization characterized COVID-19 COVID-19, COVID-19 As a result of the COVID-19 non-essential While the ultimate duration and extent of the COVID-19 COVID-19 Segment Reporting The Company operates as one operating segment because its chief operating decision maker, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. 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 non-recurring basis The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. Remaining Performance Obligations Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancellable contracted Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. non-current Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business non-public business Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, No. 2019-04. will be In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, step-up in and disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40), In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures. |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Apr. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 3. Reverse Recapitalization On February 26, 2021, Switchback merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback. As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger: • all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders of $21.1 million; • all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis; • all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:73.4403 basis; • all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:42.9220 basis; and • all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:48.2529 basis. At the Merger, eligible ChargePoint equity holders received or have the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the earnout shares. In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to Switchback Public Offering on May 16, 2019 (“Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally 900,000 Founder Earn Back Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of Common Stock achieves $12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event”), met the Earn Back Triggering Event on March 12, 2021. At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 P P W The number of shares of Common Stock issued immediately following the consummation of the Merger was: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009 ) Less surrender of Switchback Founder Shares (984,706 ) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 The Merger is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Legacy ChargePoint stockholders comprising a relative majority of the voting power of ChargePoint and having the ability to nominate the members of the Board, Legacy ChargePoint’s operations prior to the acquisition comprising the only ongoing operations of ChargePoint, and Legacy ChargePoint’s senior management comprising a majority of the senior management of ChargePoint. Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of ChargePoint. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company gave effect to the issuance of 60,746,989 shares of Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date. In connection with the Merger, the Company raised $511.6 million of proceeds including the contribution of $286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $0.3 million, and $225 million of cash in connection with the PIPE financing. The Company incurred $36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $7.0 million was expensed in the condensed consolidated statements of operatio n (1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event. (2) The number of Legacy ChargePoint shares was determined from the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 0.9966. All fractional shares were rounded. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of April 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 454,710 $ — $ — $ 454,710 Total financial assets $ 454,710 $ — $ — $ 454,710 Liabilities C $ 55,710 $ — $ — $ 55,710 C — — 30,499 30,499 Total financial liabilities $ 55,710 $ — $ 30,499 $ 86,209 Fair Value Measured as of January 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 109,703 $ — $ — $ 109,703 Total financial assets $ 109,703 $ — $ — $ 109,703 Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 75,843 $ 75,843 Total financial liabilities $ — $ — $ 75,843 $ 75,843 The money market funds were classified as cash and cash equivalents on the condensed consolidated balance sheets. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of April 30, 2021 and January 31, 2021. Realized gains and losses, net of tax, were not material for any of the periods presented. As of April 30, 2021 and January 31, 2021, the Company had no investments with a contractual maturity of greater than one year. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable Private placement Earnout liability (in thousands) Fair value as of January 31, 2021 $ (75,843 ) $ — $ — Private placement warrant liability acquired as part of the merger — (127,888 ) — Contingent earnout liability recognized upon the closing of the reverse recapitalization — — (828,180 ) Change in fair value included in other income (expense), net 9,237 45,434 84,420 Reclassification of option warrants to stockholders’ equity (deficit) due to exercise — 51,955 — Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization 66,606 — — Issuance of earnout shares upon triggering events — — 501,120 Reclassification of remaining contingent earnout liability upon triggering event — — 242,640 Fair value as of April 30, 2021 $ — $ (30,499 ) $ — The fair value of the private placement warrant liability, redeemable convertible preferred stock warrant liability and earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the private placement warrant liability, the Company used the Binomial-Lattice Model (“BLM”) model that assumes optimal exercise of the Company’s redemption option at the earliest possible date (Note 9). In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 9). In determining the fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available (see Note 9). |
Composition of Certain Financia
Composition of Certain Financial Statement Items | 3 Months Ended |
Apr. 30, 2021 | |
Composition Of Certain Financial Statement Items [Abstract] | |
Composition of Certain Financial Statement Items | 5. Composition of Certain Financial Statement Items Inventories Inventories consisted of the following: April 30, January 31, (in thousands) Raw materials $ 9,135 $ 13,029 Work-in-progress 1 68 Finished goods 19,732 20,495 Total Inventories $ 28,868 $ 33,592 Property and equipment, net Property and equipment, net consisted of the following: April 30, January 31, (in thousands) Furniture and fixtures $ 901 $ 1,594 Computers and software 5,394 5,384 Machinery and equipment 11,583 10,605 Tooling 7,991 7,705 Leasehold improvements 9,582 9,398 Owned and operated systems 19,733 17,703 Construction in progress 2,629 2,462 57,813 54,851 Less: Accumulated depreciation (26,602 ) (24,863 ) Total Property and Equipment, Net $ 31,211 $ 29,988 Depreciation expense for the three months ended April 30, 2021 and 2020 was $2.7 million and $2.3 million, respectively. Accrued and other current liabilities Accrued and other current liabilities consisted of the following: April 30, January 31, (in thousands) Accrued expenses $ 14,592 $ 18,404 Refundable customer deposits 6,950 6,482 Taxes payable 5,977 5,213 Payroll and related expenses 5,545 7,547 Warranty accruals 3,000 3,000 Operating lease liabilities, current 2,494 2,393 Other liabilities 4,372 4,123 Total Accrued and Other Current Liabilities $ 42,930 $ 47,162 Revenue Revenue consisted of the following: Three Months Ended April 30, 2021 2020 (in thousands) United States $ 35,110 $ 30,291 Rest of World 5,400 2,485 Total revenue $ 40,510 $ 32,776 |
Debt
Debt | 3 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt In July 2018, the Company entered into a term loan facility with certain lenders (“2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under the previous loans, of which $10.0 million expired unused in June 2019. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan was secured by substantially all of the Company’s assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan had a five-year maturity and interest was calculated at LIBOR plus 6.55%. The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30, 2021 to be followed by equal monthly payments of principal and interest. As of January 31, 2021 , non-financial Transaction costs upon entering into the 2018 Loan were recorded as debt discount and were amortized over the term of the 2018 Loan. Total interest expense incurred during the three months ended April 30, 2021 and 2020 was $1.5 million and $0.8 million, respectively. There was no accrued interest as of April 30, 2021 and January 31, 2021. In March 2021, the Company repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. 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 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 April 30, 2021, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the condensed consolidated financial statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the condensed consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed consolidated balance sheets. Guarantees and Indemnifications The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Leases The Company leases its office facilities under non-cancellable The Company’s future payments under the non-cancellable Years Ending January 31, (in thousands) 2022 (remaining nine months) $ 3,835 2023 5,118 2024 4,331 2025 4,154 2026 3,838 Thereafter 13,871 Total undiscounted operating lease payments 35,147 Less: imputed interest (9,787 ) Total operating lease liabilities 25,360 Less: current portion of operating lease liabilities (2,494 ) Operating lease liabilities, noncurrent $ 22,866 |
Common Stock
Common Stock | 3 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 8. Common Stock On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of $200.5 million, net of issuance costs of $29.4 million. Immediately following the Merger, there were 277,768,357 C S C S The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of C S Common Stock and 185,180,248 Common Stock Reserved for Future Issuance Shares of Common Stock as-if converted April 30, Common stock reserved for Earnout 9,000,000 Stock options issued and outstanding 29,795,964 Common stock warrants outstanding 43,895,087 Shares available for grant under 2021 Equity Incentive Plan 41,429,526 Shares available for grant under 2021 ESPP 8,177,683 Total shares of common stock reserved 132,298,260 On February 26, 2021, upon the closing of the Merger (Note 3), all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger and the remaining amount was reclassified to additional paid-in |
Stock Warrants and Earnouts
Stock Warrants and Earnouts | 3 Months Ended |
Apr. 30, 2021 | |
Stock Warrants And Earnouts [Abstract] | |
Stock Warrants and Earnouts | 9. Stock Warrants and Earnouts Redeemable Convertible Preferred Stock Warrants Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio. At that time, the ChargePoint redeemable convertible preferred stock warrant liability was remeasured and reclassified to Legacy ChargePoint additional paid-in capital. The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs. See Note 4 for further details. The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows: February 26, 2021 January 31, Expected volatility 84.3 % 80.5 % Risk-free interest rate 0.0 % 0.1 % Dividend rate 0.0 % 0.0 % Expected term (years) 0.0 1.4 Common Stock Warrants In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock, which now represent warrants to purchase Common Stock. Private Placement Warrants The Private Placement Warrants were initially recognized as a liability on February 26, 2021 , W any The Private Placement W April 30, February 26, Market price of public stock 25.3 30.8 Exercise price 11.5 11.5 Expected term (years) 4.8 5.0 Volatility 73.2 % 73.5 % Risk-free interest rate 0.8 % 0.8 % Dividend rate 0.0 % 0.0 % Public Warrants The a Merger. The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value million and the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised and as of April 30, 2021, resulting in a loss of $1.6 During the three months ended April 30, 2021, net proceeds for exercised Public Warrants w ere Activity of warrants is set forth below: Legacy Common (1) Private Public Total (1) Outstanding as of January 31, 2021 38,761,031 — — 38,761,031 Common Stock Warrants as Part of the Merger — 6,521,568 10,470,562 16,992,130 Warrants Exercised (1,097,305 ) (4,347,712 ) (6,413,057 ) (11,858,074 ) Outstanding as of April 30, 2021 37,663,726 2,173,856 4,057,505 43,895,087 (1) The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3. Contingent Earnout Liability During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint may receive up to additional shares of Common Stock (“Earnout Shares”) in the aggregate in three equal tranches if certain Earnout Triggering Events (as described in the Merger Agreement) are fully satisfied. An “Earnout Triggering Event” means the date on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of common stock are then listed) is greater or equal to $ , $ and $ for any trading days within any consecutive trading day period within the Earnout Period. Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the common stock of ChargePoint. The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021 , March 12, February 26, Current stock price 27.84 30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 The first two Earnout , , , Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price. |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 3 Months Ended |
Apr. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Plans and Stock-based Compensation | 10. Equity Plans and Stock-based Compensation On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of April 30, 2021, shares of Common Stock were available under the 2021 EIP and 2021 ESPP, respectively . On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number of shares equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number determined by our Board of Directors. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of stock determined by the Board. Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units and certain other awards which are settled in the form of common shares issued under this 2021 EIP. Under the 2021 ESPP, the Company can grant stock options to purchase shares of Common Stock at a purchase price which shall not be less either than 85% of the fair market value of such share on the first trading day of an offering period or 85% of the fair market value of such share on the purchase date. No further awards will be granted under Legacy ChargePoint’s 2017 Stock Plan (“2017 Plan”) and shares of Common Stock remain reserved for outstanding awards issued under the 2017 Plan at the time of adoption of the 2021 EIP and the 2021 ESPP. Additionally, no other awards can be granted under Legacy ChargePoint’s 2007 Stock Incentive Plan (“2007 Plan”) and 5,143,849 shares of Common Stock remained reserved for outstanding awards issued under the 2007 Plan at the time of the adoption of the 2021 EIP and the 2021 ESPP. Activity under the Company’s equity plans is set forth below: Number of Weighted Weighted Aggregate Outstanding as of January 31, 2021 30,166,792 $ 0.71 7.3 $ 1,064,539 Forfeited (353,478 ) $ 0.74 Expired (17,350 ) $ 58.74 Outstanding as of April 30, 2021 29,795,964 $ 0.67 6.9 $ 734,460 Options vested and expected to vest as of April 30, 2021 29,795,964 $ 0.67 6.9 $ 734,460 Exercisable as of April 30, 2021 18,248,059 $ 0.64 6.0 $ 450,546 Activity for exercised awards includes early exercises of stock options such that these awards are not considered outstanding stock options upon exercise. The options outstanding as of April 30, 2021 , the stock option to purchase a million shares of Common Stock subject to both service and performance-based vesting conditions to the Chief Executive Officer under the 2017 Plan (“CEO Awards”). stock-based compensation expense had been recorded as the CEO awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for such CEO Awards following the Merger in February 2021. As of April 30, 2021, the total unrecognized compensation expense related to these unvested CEO Awards was Total stock-based compensation expense for stock awards recognized during the three months ended April 30, 2021 and 2020 was $7.6 million and $0.9 million, respectively. As of April 30, 2021, total unrecognized stock-based compensation cost related to stock awards was $45.0 million and is expected to be recognized over a weighted-average period of 2.1 years. The following sets forth the total stock-based compensation expense for the Company’s stock options (including the CEO Awards) and restricted common stock included in the Company’s condensed consolidated statements of operations: Three Months Ended April 30, 2021 2020 (in thousands) Cost of revenue $ 24 $ 23 Research and development 675 302 Sales and marketing 598 299 General and administrative 6,280 286 Total stock-based compensation expense $ 7,577 $ 910 |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. 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 nil for the three months ended April 30, 2021 and 2020. 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. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted and signed into law in the United States. The CARES Act includes measures to assist companies, including temporary changes to income and non-income-based tax |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 12. Related Party Transactions Daimler AG and its affiliated entities (“Daimler”) are investors in the Company and one of its employees is a member of the Company’s Board of Directors . The following revenue transactions took place between the Company and Daimler during the three months ended April 30, 2021 and 2020: Three Months Ended April 30, 2021 2020 (in thousands) Daimler $ 1,335 $ 726 Revenue from related parties $ 1,335 $ 726 Related party accounts receivable as of April 30, 2021 and January 31, 2021 from Daimler was $1.7 million and $1.2 million, respectively. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended |
Apr. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | 13. 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 months ended April 30, 2021 and 2020: Three Months Ended April 30, 2021 2020 (in thousands, except share and per Numerator: Net income (loss) $ 82,289 $ (30,098 ) Adjust: (4,292 ) — Adjust: (51,855 ) — Adjust: (110,635 ) — Net loss attributable to common stockholders - Basi c (84,493 ) (30,098 ) Less: (53,820 ) — Less: (49,471 ) — Net loss attributable to common stockholders - Dilute d $ (187,784 ) $ (30,098 ) Denominator: Weighted average common shares outstanding 218,932,121 12,432,519 Less: (316,258 ) (179,427 ) Weighted average shares outstanding - Basi c 218,615,863 12,253,092 Add: 2,956,122 0 Add: 3,961,404 0 Weighted average shares outstanding - Dilute d 225,533,389 12,253,092 Net loss per share - Basic $ (0.39 ) $ (2.46 ) Net loss per share - Diluted $ (0.83 ) $ (2.46 ) As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to February 26, 2021 (“Closing Date”) by multiplying them by the exchange ratio of used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the three-months period ended April 30, 2021, because including them would have had an antidilutive effect. Additionally, the remaining 9,000,000 Earnout Shares for which the Earnout Triggering Event has not occurred yet were excluded from the diluted net loss per share calculation for the three-months period ended April 30, 2021, because the Earnout Triggering Event was not met at the end of the reporting period. The potential shares of C S April 30, 2021 Options to purchase common stock 29,795,964 Unvested early exercised common stock options 263,982 Common stock warrants 43,895,087 Total potentially dilutive common share equivalents 73,955,033 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On June 4, 2021, the Company issued a notice of the redemption of all of its outstanding Public Warrants that remain outstanding on July 6, 2021 for a redemption price of $0.01 per warrant. The Private Placement Warrants that are still held by the initial holders thereof or their permitted transferees are not subject to the redemption. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Common Stock Warrants Liabilities | Common Stock Warrants Liabilities The Company assumed publicly-traded warrants (“Public Warrants”) and private placement warrants issued to NGP Switchback, LLC (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with Switchback’s initial public offering and subsequent overallotment (other than Private Placement Warrants that were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common stock, par value $0.0001 (“Common Stock”) at an exercise price of $ Private Placement Warrants were exercised. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are non-redeemable The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed 50 % of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting date. |
Contingent Earnout Liability | Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Merger Agreement and Plan of Merger dated as of September 23, 2020 by and among the Company, Lightning Merger Sub Inc., and Switchback (“Merger Agreement”), eligible ChargePoint equity holders are entitled to receive additional shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 9). In accordance with ASC 815-40, The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 9) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. |
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 doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. 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 April 30, 2021 and January 31, 2021, one customer individually accounted for 11% and 16% of accounts receivable, net, respectively. For the three months ended April 30, 2021 and 2020, there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization characterized COVID-19 COVID-19, COVID-19 As a result of the COVID-19 non-essential While the ultimate duration and extent of the COVID-19 COVID-19 |
Segment Reporting | Segment Reporting The Company operates as one operating segment because its chief operating decision maker, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. |
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 non-recurring basis The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. |
Remaining Performance Obligations | Remaining Performance Obligations 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 |
Deferred Revenue | Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. non-current |
Accounting Pronouncements | Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business non-public business Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, No. 2019-04. will be In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, step-up in and disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40), In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of number of shares of common stock issued immediately following the consummation of the Business Combination | The number of shares of Common Stock issued immediately following the consummation of the Merger was: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009 ) Less surrender of Switchback Founder Shares (984,706 ) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 (1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event. (2) The number of Legacy ChargePoint shares was determined from the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 0.9966. All fractional shares were rounded. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Class of Warrant or Right [Line Items] | |
Summary Of Company's assets and liabilities that were measured at fair value on a recurring basis | The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of April 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 454,710 $ — $ — $ 454,710 Total financial assets $ 454,710 $ — $ — $ 454,710 Liabilities C $ 55,710 $ — $ — $ 55,710 C — — 30,499 30,499 Total financial liabilities $ 55,710 $ — $ 30,499 $ 86,209 Fair Value Measured as of January 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 109,703 $ — $ — $ 109,703 Total financial assets $ 109,703 $ — $ — $ 109,703 Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 75,843 $ 75,843 Total financial liabilities $ — $ — $ 75,843 $ 75,843 |
Summary of changes in the fair value of Level 3 financial statements | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable Private placement Earnout liability (in thousands) Fair value as of January 31, 2021 $ (75,843 ) $ — $ — Private placement warrant liability acquired as part of the merger — (127,888 ) — Contingent earnout liability recognized upon the closing of the reverse recapitalization — — (828,180 ) Change in fair value included in other income (expense), net 9,237 45,434 84,420 Reclassification of option warrants to stockholders’ equity (deficit) due to exercise — 51,955 — Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization 66,606 — — Issuance of earnout shares upon triggering events — — 501,120 Reclassification of remaining contingent earnout liability upon triggering event — — 242,640 Fair value as of April 30, 2021 $ — $ (30,499 ) $ — |
Composition of Certain Financ_2
Composition of Certain Financial Statement Items (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Composition Of Certain Financial Statement Items [Abstract] | |
Summary of inventories | Inventories consisted of the following: April 30, January 31, (in thousands) Raw materials $ 9,135 $ 13,029 Work-in-progress 1 68 Finished goods 19,732 20,495 Total Inventories $ 28,868 $ 33,592 |
Summary of property plant and equipment, net | Property and equipment, net consisted of the following: April 30, January 31, (in thousands) Furniture and fixtures $ 901 $ 1,594 Computers and software 5,394 5,384 Machinery and equipment 11,583 10,605 Tooling 7,991 7,705 Leasehold improvements 9,582 9,398 Owned and operated systems 19,733 17,703 Construction in progress 2,629 2,462 57,813 54,851 Less: Accumulated depreciation (26,602 ) (24,863 ) Total Property and Equipment, Net $ 31,211 $ 29,988 |
Summary of accrued and other current liabilities | Accrued and other current liabilities consisted of the following: April 30, January 31, (in thousands) Accrued expenses $ 14,592 $ 18,404 Refundable customer deposits 6,950 6,482 Taxes payable 5,977 5,213 Payroll and related expenses 5,545 7,547 Warranty accruals 3,000 3,000 Operating lease liabilities, current 2,494 2,393 Other liabilities 4,372 4,123 Total Accrued and Other Current Liabilities $ 42,930 $ 47,162 |
Summary of revenue | Revenue consisted of the following: Three Months Ended April 30, 2021 2020 (in thousands) United States $ 35,110 $ 30,291 Rest of World 5,400 2,485 Total revenue $ 40,510 $ 32,776 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of future payments under the non-cancellable operating lease | The Company’s future payments under the non-cancellable Years Ending January 31, (in thousands) 2022 (remaining nine months) $ 3,835 2023 5,118 2024 4,331 2025 4,154 2026 3,838 Thereafter 13,871 Total undiscounted operating lease payments 35,147 Less: imputed interest (9,787 ) Total operating lease liabilities 25,360 Less: current portion of operating lease liabilities (2,494 ) Operating lease liabilities, noncurrent $ 22,866 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary Of Common Stock Capital Shares Reserved For Future Issuance | Shares of Common Stock as-if converted April 30, Common stock reserved for Earnout 9,000,000 Stock options issued and outstanding 29,795,964 Common stock warrants outstanding 43,895,087 Shares available for grant under 2021 Equity Incentive Plan 41,429,526 Shares available for grant under 2021 ESPP 8,177,683 Total shares of common stock reserved 132,298,260 |
Stock Warrants and Earnouts (Ta
Stock Warrants and Earnouts (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Stock Warrants And Earnouts [Abstract] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows: February 26, 2021 January 31, Expected volatility 84.3 % 80.5 % Risk-free interest rate 0.0 % 0.1 % Dividend rate 0.0 % 0.0 % Expected term (years) 0.0 1.4 |
Summary of Fair Value Private Placement Warrants Basis Valuation Techniques | The Private Placement W April 30, February 26, Market price of public stock 25.3 30.8 Exercise price 11.5 11.5 Expected term (years) 4.8 5.0 Volatility 73.2 % 73.5 % Risk-free interest rate 0.8 % 0.8 % Dividend rate 0.0 % 0.0 % |
Summary of Assumed Public Warrants | Activity of warrants is set forth below: Legacy Common (1) Private Public Total (1) Outstanding as of January 31, 2021 38,761,031 — — 38,761,031 Common Stock Warrants as Part of the Merger — 6,521,568 10,470,562 16,992,130 Warrants Exercised (1,097,305 ) (4,347,712 ) (6,413,057 ) (11,858,074 ) Outstanding as of April 30, 2021 37,663,726 2,173,856 4,057,505 43,895,087 (1) The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3. |
Summary of Fair Value Earnout Liability Basis Valuation Techniques | Assumptions used in the valuation are described below. March 12, February 26, Current stock price 27.84 30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity Plans Activity | Activity under the Company’s equity plans is set forth below: Number of Weighted Weighted Aggregate Outstanding as of January 31, 2021 30,166,792 $ 0.71 7.3 $ 1,064,539 Forfeited (353,478 ) $ 0.74 Expired (17,350 ) $ 58.74 Outstanding as of April 30, 2021 29,795,964 $ 0.67 6.9 $ 734,460 Options vested and expected to vest as of April 30, 2021 29,795,964 $ 0.67 6.9 $ 734,460 Exercisable as of April 30, 2021 18,248,059 $ 0.64 6.0 $ 450,546 |
Schedule of Stock Based compensation Expense | The following sets forth the total stock-based compensation expense for the Company’s stock options (including CEO awards) and restricted common stock included in the Company’s condensed consolidated statements of operations: Three Months Ended April 30, 2021 2020 (in thousands) Cost of revenue $ 24 $ 23 Research and development 675 302 Sales and marketing 598 299 General and administrative 6,280 286 Total stock-based compensation expense $ 7,577 $ 910 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
Summary of revenue transactions | The following revenue transactions took place between the Company and Daimler during the three months ended April 30, 2021 and 2020: Three Months Ended April 30, 2021 2020 (in thousands) Daimler $ 1,335 $ 726 Revenue from related parties $ 1,335 $ 726 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of computation of 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 months ended April 30, 2021 and 2020: Three Months Ended April 30, 2021 2020 (in thousands, except share and per Numerator: Net income (loss) $ 82,289 $ (30,098 ) Adjust: (4,292 ) — Adjust: (51,855 ) — Adjust: (110,635 ) — Net loss attributable to common stockholders - Basi c (84,493 ) (30,098 ) Less: (53,820 ) — Less: (49,471 ) — Net loss attributable to common stockholders - Dilute d $ (187,784 ) $ (30,098 ) Denominator: Weighted average common shares outstanding 218,932,121 12,432,519 Less: (316,258 ) (179,427 ) Weighted average shares outstanding - Basi c 218,615,863 12,253,092 Add: 2,956,122 0 Add: 3,961,404 0 Weighted average shares outstanding - Dilute d 225,533,389 12,253,092 Net loss per share - Basic $ (0.39 ) $ (2.46 ) Net loss per share - Diluted $ (0.83 ) $ (2.46 ) |
Summary of computation of diluted net loss per share | The potential shares of C S April 30, 2021 Options to purchase common stock 29,795,964 Unvested early exercised common stock options 263,982 Common stock warrants 43,895,087 Total potentially dilutive common share equivalents 73,955,033 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Accumulated deficit | $ (597,125) | $ (679,414) |
Cash equivalents and restricted cash | $ 610,200 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2021USD ($)Segment$ / sharesshares | Apr. 30, 2020USD ($) | Jan. 31, 2021USD ($)$ / shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Number of securities called by each warrant or right | 1 | ||
Revenue expected to be recognised from remaining performance obligations | $ | $ 110.1 | ||
Percentage of revenue expected to be recognised from remaining performance obligations Over next twelve months | 42.00% | ||
Total deferred revenue | $ | $ 97.6 | $ 89.8 | |
Deferred revenue revenue recognised | $ | $ 15.2 | $ 16.4 | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Customer One [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk percentage | 11.00% | 16.00% | |
Customer Two [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Public Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class of warrant or right exercised during period shares | 6,413,057 | ||
Private Placement Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class of warrant or right issued during period shares | 1,000,000 | ||
Class of warrant or right exercised during period shares | 4,347,712 | ||
Initial public offering [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||
Initial public offering [Member] | Public Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class of warrant or right issued during period shares | 10,470,562 | ||
Initial public offering [Member] | Private Placement Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class of warrant or right issued during period shares | 6,521,568 | ||
Class A common stock | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of securities called by each warrant or right, per share (in Dollars per share) | $ / shares | $ 11.50 | ||
Percentage of stockholders involves for exercise of a assumed common stock warrants | 50.00% |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination (Details) - shares | 3 Months Ended | ||
Apr. 30, 2021 | Jan. 31, 2021 | ||
Business Acquisition [Line Items] | |||
Common stock of Switchback, outstanding prior to Merger | 38,246,989 | ||
Merger and PIPE financing shares | [1] | 60,746,989 | |
Legacy ChargePoint shares | [2] | 217,021,368 | |
Total shares of common stock immediately after Merger | 277,768,357 | ||
Switchback [Member] | |||
Business Acquisition [Line Items] | |||
Common stock of Switchback, outstanding prior to Merger | 39,264,704 | ||
Less redemption of Switchback shares | (33,009) | ||
Less surrender of Switchback Founder Shares | (984,706) | ||
PIPE Financing [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued in PIPE | 22,500,000 | ||
[1] | This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event. | ||
[2] | The number of Legacy ChargePoint shares was determined from the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 0.9966. All fractional shares were rounded. |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) | Feb. 26, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($)shares | Jan. 31, 2021shares | |
Common stock, shares issued | 305,073,200 | 22,961,032 | ||
Common stock, shares outstanding | 305,073,200 | 22,961,032 | ||
Common stock remain reserved for oustanding | 132,298,260 | |||
Stockholders equity exchange ratio | 0.9966 | |||
Temporary Equity, shares outstanding | 0 | 182,934,257 | ||
Merger and PIPE financing shares | [1] | 60,746,989 | ||
Merger and PIPE financing | $ | $ 511,646,000 | |||
Transaction costs | $ | 36,500,000 | |||
Adjustments to additional paid in capital, decrease for cost recognition | $ | 29,500,000 | |||
Offering costs expensed | $ | 7,000,000 | |||
SponsorMember | Private Placement Warrants [Member] | ||||
Debt instrument convertible into warrants | $ | $ 1,000,000 | |||
Conversion price per warrants | $ / shares | $ 1.50 | |||
Due to related party | $ | $ 1,500,000 | |||
Switchback Public Stockholders [Member] | ||||
Stocks redeemed value | $ | 300,000 | |||
PIPE Financing [Member] | ||||
Proceeds from business Combination | $ | $ 225,000,000 | |||
Switchback [Member] | ||||
Stock surrended During Period, Shares | (984,706) | |||
Cash held in trust account | $ | $ 286,600,000 | |||
Switchback [Member] | Founder Earn Back Triggering Event [Member] | ||||
Share transfer, trigger price price per share. | $ / shares | $ 12 | |||
Number of consecutive trading days for determining share price | 10 days | |||
Number of trading days for determining share price. | 20 days | |||
Threshold number of trading days for determining share price from date of business combination | 5 years | |||
Switchback [Member] | Subscription Agreement [Member] | PIPE Financing [Member] | ||||
Initial public offering shares (in Shares) | 22,500,000 | |||
Public share price (in Dollars per share) | $ / shares | $ 10 | |||
Initial public offering gross proceeds | $ | $ 225,000,000 | |||
Legacy Charge Point [Member] | Series H-1 [Member] | ||||
Temporary Equity, shares outstanding | 22,427,306 | |||
Preferred stock, conversion basis | one-to-one basis | |||
Convertible preferred stock, shares issued upon conversion | 1,026,084 | |||
Preferred stock, amount of preferred dividends in arrears | $ | $ 21.1 | |||
Legacy Charge Point [Member] | Series H [Member] | ||||
Temporary Equity, shares outstanding | 160,925,957 | |||
Preferred stock, conversion basis | one-to-one basis | |||
Legacy Charge Point [Member] | Series G [Member] | ||||
Temporary Equity, shares outstanding | 160,925,957 | |||
Preferred stock, conversion basis | one-to-one basis | |||
Legacy Charge Point [Member] | Series F [Member] | ||||
Temporary Equity, shares outstanding | 160,925,957 | |||
Preferred stock, conversion basis | one-to-one basis | |||
Legacy Charge Point [Member] | Series E [Member] | ||||
Temporary Equity, shares outstanding | 160,925,957 | |||
Preferred stock, conversion basis | one-to-one basis | |||
Legacy Charge Point [Member] | Series D [Member] | ||||
Temporary Equity, shares outstanding | 160,925,957 | |||
Preferred stock, conversion basis | one-to-one basis | |||
Legacy Charge Point [Member] | Series C [Member] | ||||
Temporary Equity, shares outstanding | 45,376 | |||
Preferred stock, conversion basis | 1:73.4403 | |||
Legacy Charge Point [Member] | Series B [Member] | ||||
Temporary Equity, shares outstanding | 130,590 | |||
Preferred stock, conversion basis | 1:42.9220 | |||
Legacy Charge Point [Member] | Series A [Member] | ||||
Temporary Equity, shares outstanding | 29,126 | |||
Preferred stock, conversion basis | 1:48.2529 | |||
Charge Point Common Stock [Member] | Switchback [Member] | ||||
Business acquisition, share price (in Dollars per share) | $ / shares | $ 10 | |||
Common stock, shares issued | 217,021,368 | |||
Common stock, shares outstanding | 217,021,368 | |||
Number of share options exercised during the current period. | 68,896,516 | |||
Common stock remain reserved for oustanding | 68,896,516 | |||
Founder Shares [Member] | Switchback [Member] | ||||
Stock surrended During Period, Shares | 984,706 | |||
Founder Earn Back Shares [Member] | Switchback [Member] | ||||
Number of founder shares forfeited | 900,000 | |||
Legacy Charge Point Shares [Member] | ||||
Common stock, shares outstanding | 217,761,738 | |||
[1] | This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Assets and Liabilities that were Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Fair Value, Recurring [Member] | ||
Assets | ||
Financial Assets | $ 454,710 | $ 109,703 |
Liabilities | ||
Financial Liabilities | 86,209 | 75,843 |
Fair Value, Recurring [Member] | Redeemable Convertible Preferred Stock Warrant Liability [Member] | ||
Liabilities | ||
Financial Liabilities | 75,843 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | Common Stock Warrant Liabilities [Member] | ||
Liabilities | ||
Financial Liabilities | 55,710 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Common Stock Warrant Liabilities [Member] | ||
Liabilities | ||
Financial Liabilities | 30,499 | |
Money Market Funds [Member] | ||
Assets | ||
Financial Assets | 454,710 | 109,703 |
Level 1 | Fair Value, Recurring [Member] | ||
Assets | ||
Financial Assets | 454,710 | 109,703 |
Liabilities | ||
Financial Liabilities | 55,710 | |
Level 1 | Public Warrants [Member] | Fair Value, Recurring [Member] | Common Stock Warrant Liabilities [Member] | ||
Liabilities | ||
Financial Liabilities | 55,710 | |
Level 1 | Money Market Funds [Member] | ||
Assets | ||
Financial Assets | 454,710 | 109,703 |
Level 3 | Fair Value, Recurring [Member] | ||
Liabilities | ||
Financial Liabilities | 30,499 | 75,843 |
Level 3 | Fair Value, Recurring [Member] | Redeemable Convertible Preferred Stock Warrant Liability [Member] | ||
Liabilities | ||
Financial Liabilities | $ 75,843 | |
Level 3 | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Common Stock Warrant Liabilities [Member] | ||
Liabilities | ||
Financial Liabilities | $ 30,499 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in the Fair Value of Level 3 Financial Statements (Details) - Significant Other Unobservable Inputs (Level 3) [Member] $ in Thousands | 3 Months Ended |
Apr. 30, 2021USD ($) | |
Redeemable Convertible Preferred Stock Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ (75,843) |
Change in fair value included in other income (expense), net | 9,237 |
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization | 66,606 |
Earnout Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) |
Change in fair value included in other income (expense), net | 84,420 |
Issuance of earnout shares upon triggering events | 501,120 |
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Private placement warrant liability acquired as part of the merger | (127,888) |
Change in fair value included in other income (expense), net | 45,434 |
Reclassification of option warrants to stockholders' equity (deficit) due to exercise | 51,955 |
Ending balance | $ (30,499) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Jan. 31, 2021 | |
Money Market Funds [Member] | ||
Unrealized gains or losses | $ 0 | $ 0 |
Composition of Certain Financ_3
Composition of Certain Financial Statement Items - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Composition Of Certain Financial Statement Items [Abstract] | ||
Depreciation expenses | $ 2.7 | $ 2.3 |
Composition of Certain Financ_4
Composition of Certain Financial Statement Items - Summary of Inventories (Detail) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,135 | $ 13,029 |
Work-in-progress | 1 | 68 |
Finished goods | 19,732 | 20,495 |
Total Inventories | $ 28,868 | $ 33,592 |
Composition of Certain Financ_5
Composition of Certain Financial Statement Items - Summary of Property Plant and Equipment Net (Detail) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 57,813 | $ 54,851 |
Less: Accumulated depreciation | (26,602) | (24,863) |
Total Property and Equipment, Net | 31,211 | 29,988 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 901 | 1,594 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,394 | 5,384 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,583 | 10,605 |
Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,991 | 7,705 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9,582 | 9,398 |
Owned and operated systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 19,733 | 17,703 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,629 | $ 2,462 |
Composition of Certain Financ_6
Composition of Certain Financial Statement Items - Summary of Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 14,592 | $ 18,404 |
Refundable customer deposits | 6,950 | 6,482 |
Taxes payable | 5,977 | 5,213 |
Payroll and related expenses | 5,545 | 7,547 |
Warranty accruals | 3,000 | 3,000 |
Operating lease liabilities, current | 2,494 | 2,494 |
Other liabilities | 4,372 | 4,123 |
Total Accrued and Other Current Liabilities | $ 42,930 | $ 47,162 |
Composition of Certain Financ_7
Composition of Certain Financial Statement Items - Summary Of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 40,510 | $ 32,776 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 35,110 | 30,291 |
Rest of World [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 5,400 | $ 2,485 |
Debt - Additional Information (
Debt - Additional Information (Detail) - 2018 Loan - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2021 | Jun. 30, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2021 | Jul. 31, 2018 | |
Line of Credit Facility [Line Items] | ||||||
Term loan facility maximum borrowing capacity | $ 45 | |||||
Term loan facility unused borrowing capacity | $ 10 | |||||
Term loan facility borrowings during the period | 35 | |||||
Payment of issuance costs | 1.1 | |||||
Proceeds from term loan facility | $ 33.9 | |||||
Term loan facility term | 5 years | |||||
Term loan facility interest rate description | LIBOR plus 6.55% | |||||
Term loan facility interest rate | 6.55% | |||||
Term loan facility interest expense incurred | $ 1.5 | $ 0.8 | ||||
Term loan facility accrued interest | $ 0 | $ 0 | ||||
Repayments of term loan facility | $ 35 | |||||
Payments of accrued interest and prepayment fees | $ 1.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Apr. 30, 2021USD ($) |
Purchase Commitment [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Purchase commitments for goods and services | $ 100.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Payments Under the Non-Cancellable Operating Lease (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 (remaining nine months) | $ 3,835 | |
2023 | 5,118 | |
2024 | 4,331 | |
2025 | 4,154 | |
2026 | 3,838 | |
Thereafter | 13,871 | |
Total undiscounted operating lease payments | 35,147 | |
Less: imputed interest | (9,787) | |
Total operating lease liabilities | 25,360 | |
Less: current portion of operating lease liabilities | $ (2,494) | (2,494) |
Operating lease liabilities, noncurrent | $ 22,866 | $ 22,459 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 26, 2021 | Apr. 30, 2021 | Jan. 31, 2021 |
Redeemable Convertible Preferred Stock [Line Items] | |||
Common stock outstanding | 305,073,200 | 22,961,032 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Shares par value | $ 0.0001 | ||
Shares authorized to issue prior to merger | 484,951,532 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Redeemable Convertible Preferred Stock [Line Items] | |||
Shares authorized to issue prior to merger | 185,180,248 | ||
Common Stock [Member] | |||
Redeemable Convertible Preferred Stock [Line Items] | |||
Shares authorized to issue prior to merger | 299,771,284 | ||
Common Stock [Member] | Switchback [Member] | |||
Redeemable Convertible Preferred Stock [Line Items] | |||
Business combination, stock issued | 60,746,989 | ||
Business combination, stock issued value | $ 200.5 | ||
Business combination, issuance costs | $ 29.4 | ||
Common stock outstanding | 277,768,357 | ||
Common stock par value | $ 0.0001 | ||
Voting rights | one |
Common Stock - Summary Of Commo
Common Stock - Summary Of Common Stock Capital Shares Reserved For Future Issuance (Detail) | Apr. 30, 2021shares |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |
Total shares of common stock reserved | 132,298,260 |
Common stock reserved for Earnout [Member] | |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |
Total shares of common stock reserved | 9,000,000 |
Stock options issued and outstanding [Member] | |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |
Total shares of common stock reserved | 29,795,964 |
Common stock warrants outstanding [Member] | |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |
Total shares of common stock reserved | 43,895,087 |
Shares available for grant under 2021 Equity Incentive Plan [Member] | |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |
Total shares of common stock reserved | 41,429,526 |
Shares available for grant under 2021 ESPP [Member] | |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |
Total shares of common stock reserved | 8,177,683 |
Stock Warrants and Earnouts - A
Stock Warrants and Earnouts - Additional Information (Detail) - USD ($) | Mar. 13, 2021 | Mar. 12, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | Feb. 26, 2021 | |
Adjustments in warrants | $ (9,237,000) | $ (535,000) | ||||
Number of days determining Earnout Triggering Event | 10 days | |||||
Number of consecutive days determining Earnout Triggering Event | 20 days | |||||
Class of warrants outstanding | [1] | 38,761,031 | ||||
Tranche Three [Member] | ||||||
Earnout Shares | 9,000,000 | |||||
Common Stock [Member] | ||||||
Stock that may be issued | 27,000,000 | |||||
Common Stock [Member] | Legacy Chargepoint [Member] | ||||||
Class of warrants outstanding | 36,402,503 | |||||
Earnout Shares [Member] | ||||||
Earnout liability | $ 743,700,000 | |||||
Earnout liability fair value | $ 828,200,000 | |||||
Issuance Of Earnout Shares | 18,000,000 | |||||
Stock issued during period, shares, acquisitions | 17,539,657 | |||||
Estimated fair value of earn out liability | $ 242.6 | |||||
Business combination, stock issued | 9,000,000 | |||||
Redeemable Convertible Preferred Stock Warrants [Member] | Series B D E Preferred Stock [Member] | ||||||
Class of warrants outstanding | 2,358,528 | |||||
Preferred Stock [Member] | Legacy Chargepoint [Member] | ||||||
Class of warrants outstanding | 2,358,528 | |||||
Gain [Member] | Earnout Shares [Member] | ||||||
Adjustments in warrants | $ 84,400,000 | |||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 15 USD [Member] | ||||||
Share price triggering Earnout | $ 15 | |||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 20 USD [Member] | ||||||
Share price triggering Earnout | $ 20 | |||||
Triggering Share price | $ 20 | |||||
Earnout Triggering Event [Member] | Common Stock [Member] | ||||||
Threshold triggering Share price | $ 30 | |||||
Earnout Triggering Event [Member] | Common Stock [Member] | Share Price Greater Or Equal 15 USD [Member] | ||||||
Earnout triggering share price | 15 | |||||
Earnout Triggering Event [Member] | Common Stock [Member] | Share Price Greater Or Equal 30 USD [Member] | ||||||
Triggering Share price | $ 30 | |||||
Earnout Triggering Event [Member] | Earnout Shares [Member] | ||||||
Stock issuable value | $ 501,100,000 | |||||
Private Placement Warrants [Member] | ||||||
Days from which Warrants are exercisable | 30 years | |||||
Proceeds from warrants exercised | $ 73,300,000 | |||||
Initial measurements of fair value of warrant liability | 127,900,000 | |||||
Fair value adjustment of warrants | 45,400,000 | |||||
Public Warrants [Member] | ||||||
Initial measurements of fair value of warrant liability | 153,700,000 | |||||
Fair value adjustment of warrants | $ 1,600,000 | |||||
[1] | The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3. |
Stock Warrants and Earnouts - S
Stock Warrants and Earnouts - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] - Redeemable Convertible Preferred Stock Warrants [Member] | Feb. 26, 2021yr | Jan. 31, 2021yr |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.843 | 0.805 |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0.001 |
Dividend rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Expected term (years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 1.4 |
Stock Warrants and Earnouts -_2
Stock Warrants and Earnouts - Summary of Assumed Public Warrants (Detail) | Apr. 30, 2021shares | |
Assumed Common Stock Warrants Or Right [Line Items] | ||
Outstanding as of January 31, 2021 | 38,761,031 | [1] |
Common Stock Warrants as Part of the Merger | 16,992,130 | [1] |
Warrants Exercised | (11,858,074) | [1] |
Exercisable as of Outstanding as of April 30, 2021 | 43,895,087 | [1] |
Legacy Common and Preferred Stock Warrants [Member] | ||
Assumed Common Stock Warrants Or Right [Line Items] | ||
Outstanding as of January 31, 2021 | 38,761,031 | [1] |
Warrants Exercised | (1,097,305) | [1] |
Exercisable as of Outstanding as of April 30, 2021 | 37,663,726 | [1] |
Private Placement Warrants [Member] | ||
Assumed Common Stock Warrants Or Right [Line Items] | ||
Common Stock Warrants as Part of the Merger | 6,521,568 | |
Warrants Exercised | (4,347,712) | |
Exercisable as of Outstanding as of April 30, 2021 | 2,173,856 | |
Public Warrants [Member] | ||
Assumed Common Stock Warrants Or Right [Line Items] | ||
Common Stock Warrants as Part of the Merger | 10,470,562 | |
Warrants Exercised | (6,413,057) | |
Exercisable as of Outstanding as of April 30, 2021 | 4,057,505 | |
[1] | The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3. |
Stock Warrants and Earnouts -_3
Stock Warrants and Earnouts - Summary of Assumed Public Warrants (Parenthetical) (Detail) | Feb. 26, 2021 |
Assumed Common Stock Warrants Or Right [Line Items] | |
Stockholders equity exchange ratio | 0.9966 |
Legacy ChargePoint Shares [Member] | |
Assumed Common Stock Warrants Or Right [Line Items] | |
Stockholders equity exchange ratio | 0.9966 |
Stock Warrants and Earnouts -_4
Stock Warrants and Earnouts - Summary of Fair Value Private Placement Warrants Basis Valuation Techniques (Detail) - Private Placement Warrants [Member] | Apr. 30, 2021yr | Feb. 26, 2021yr |
Market price of public stock [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 25.3 | 30.8 |
Exercise price [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 11.5 | 11.5 |
Expected term (years) [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 4.8 | 5 |
Expected volatility [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.732 | 0.735 |
Risk-free interest rate [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.008 | 0.008 |
Dividend rate [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Stock Warrants and Earnouts -_5
Stock Warrants and Earnouts - Summary of Fair Value Earnout Liability Basis Valuation Techniques (Detail) - Earnout Shares [Member] | Mar. 12, 2021yr | Feb. 26, 2021yr |
Current stock price [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 27.84 | 30.83 |
Expected volatility [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 0.7200 | 0.7160 |
Risk-free interest rate [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 85 | 75 |
Dividend rate [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 0 | 0 |
Expected term (years) [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 4.96 | 5 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 29,795,964 | 30,166,792 | |
Stock based compensation expense | $ 7,577,000 | $ 910,000 | |
Total unrecognized stock based compensation cost related to stock awards | $ 45,000,000 | ||
Weighted average period | 2 years 1 month 6 days | ||
Common stock capital shares reserved for future issuance | 132,298,260 | ||
CEO Awards Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation expense | $ 0 | ||
Total compensation cost related to unvested awards not yet recognised | $ 38,800,000 | ||
Equity Incentive Plan Two Thousand Twenty One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement, shares available for grant | 41,429,526 | ||
Share based compensation, terms of plan | On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number of shares equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number determined by our Board of Directors. | ||
Equity Stock Purchase Plan Two Thousand Twenty One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement, shares available for grant | 8,177,683 | ||
Share based compensation, terms of plan | on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of stock determined by the Board. | ||
Share based compensation arrangement, description of plan | Under the 2021 ESPP, the Company can grant stock options to purchase shares of Common Stock at a purchase price which shall not be less either than 85% of the fair market value of such share on the first trading day of an offering period or 85% of the fair market value of such share on the purchase date. | ||
Equity Incentive Plan Two Thousand Seventeen [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock capital shares reserved for future issuance | 24,259,238 | ||
Equity Incentive Plan Two Thousand Seven [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock capital shares reserved for future issuance | 5,143,849 | ||
Chief Executive Officer [Member] | CEO Awards Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 1,500,000 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Summary of Equity Plans Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of stock option awards outstanding beginning balance | 30,166,792 | |
Number of stock option awards forfeited | (353,478) | |
Number of stock option awards expired | (17,350) | |
Number of stock option awards outstanding ending balance | 29,795,964 | 30,166,792 |
Number of stock option awards options vested and expected to vest | 29,795,964 | |
Number of stock option awards exercisable | 18,248,059 | |
Weighted average exercise price outstanding beginning balance | $ 0.71 | |
Weighted average exercise price forfeited | 0.74 | |
Weighted average exercise price expired | 58.74 | |
Weighted average exercise price outstanding ending balance | 0.67 | $ 0.71 |
Weighted average exercise price options vested and expected to vest | 0.67 | |
Weighted average exercise price exercisable | $ 0.64 | |
Weighted average remaining contractual term | 6 years 10 months 24 days | 7 years 3 months 18 days |
Weighted average remaining contractual term options vested and expected to vest | 6 years 10 months 24 days | |
Weighted average remaining contractual term exercisable | 6 years | |
Aggregate intrinsic value outstanding | $ 734,460 | $ 1,064,539 |
Aggregate intrinsic value options vested and expected to vest | 734,460 | |
Aggregate intrinsic value exercisable | $ 450,546 |
Equity Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Summary of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 7,577 | $ 910 |
Cost of revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 24 | 23 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 675 | 302 |
Sales and marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 598 | 299 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 6,280 | $ 286 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.00% | 0.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | Apr. 30, 2021 | Jan. 31, 2021 |
Daimler [Member] | ||
Related Party Transaction [Line Items] | ||
Related party accounts receivable | $ 1.7 | $ 1.2 |
Related Party Transactions - Su
Related Party Transactions - Summary of Revenue Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 1,335 | $ 726 |
Daimler [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 1,335 | $ 726 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Additional Information (Detail) | 3 Months Ended |
Apr. 30, 2021shares | |
Exchange ratio used to determine the number of shares of common stock into which they converted | 0.9966 |
Shares excluded from diluted net loss per share | 73,955,033 |
Earn Out Shares [Member] | |
Shares excluded from diluted net loss per share | 9,000,000 |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Numerator: | ||
Net income (loss) | $ 82,289 | $ (30,098) |
Adjust: Cumulative dividends on redeemable convertible preferred stock | (4,292) | |
Adjust: Deemed dividends attributable to vested option holders | (51,855) | |
Adjust: Deemed dividends attributable to common stock warrant holders | (110,635) | |
Net loss attributable to common stockholders - Basic | (84,493) | (30,098) |
Less: Gain attributable to earnout shares issued | (53,820) | |
Change in fair value of warrant liabilities | (49,471) | |
Net loss attributable to common stockholders - Diluted | $ (187,784) | $ (30,098) |
Denominator: | ||
Weighted average common shares outstanding | 218,932,121 | 12,432,519 |
Less: Weighted-average unvested restricted shares and shares subject to repurchase | (316,258) | (179,427) |
Weighted average shares outstanding - Basic | 218,615,863 | 12,253,092 |
Add: Earnout Shares under the treasury stock method | 2,956,122 | 0 |
Add: Public and Private Placement Warrants under the treasury stock method | 3,961,404 | 0 |
Weighted average shares outstanding - Diluted | 225,533,389 | 12,253,092 |
Net loss per share - Basic | $ (0.39) | $ (2.46) |
Net loss per share - Diluted | $ (0.83) | $ (2.46) |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share - Summary of Computation of Diluted Net Loss Per Share (Detail) | 3 Months Ended |
Apr. 30, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total potentially dilutive common share equivalents | 73,955,033 |
Options to purchase common stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total potentially dilutive common share equivalents | 29,795,964 |
Unvested early exercised common stock options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total potentially dilutive common share equivalents | 263,982 |
Common stock warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total potentially dilutive common share equivalents | 43,895,087 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jul. 06, 2021$ / shares |
Subsequent Event [Member] | Public Warrants [Member] | |
Subsequent Event [Line Items] | |
Class of warrants redemption price per share | $ 0.01 |