Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Jan. 31, 2023 | Mar. 28, 2023 | Jul. 29, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2023 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39004 | ||
Entity Registrant Name | ChargePoint Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1747686 | ||
Entity Address, Address Line One | 240 East Hacienda Avenue | ||
Entity Address, City or Town | Campbell | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95008 | ||
City Area Code | 408 | ||
Local Phone Number | 841-4500 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Trading Symbol | CHPT | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.1 | ||
Entity Common Stock, Shares Outstanding | 350,493,445 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to its 2023 annual meeting of shareholders (the “2023 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2023 Proxy Statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001777393 |
Audit Information
Audit Information | 12 Months Ended |
Jan. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Firm ID | 238 |
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 264,162 | $ 315,235 |
Restricted cash | 30,400 | 400 |
Short-term investments | 104,966 | 0 |
Accounts receivable, net of allowance of $10,000 as of January 31, 2023 and $5,584 as of January 31, 2022 | 164,892 | 75,939 |
Inventories | 68,730 | 35,879 |
Prepaid expenses and other current assets | 71,020 | 36,603 |
Total current assets | 704,170 | 464,056 |
Property and equipment, net | 40,046 | 34,593 |
Intangible assets, net | 92,673 | 107,209 |
Operating Lease, Right-of-Use Asset | 22,242 | 25,535 |
Goodwill | 213,716 | 218,484 |
Other assets | 7,110 | 6,020 |
Total assets | 1,079,957 | 855,897 |
Current liabilities: | ||
Accounts payable | 62,076 | 27,576 |
Accrued and other current liabilities | 133,483 | 84,328 |
Deferred revenue | 88,777 | 77,142 |
Total current liabilities | 284,336 | 189,046 |
Deferred revenue, noncurrent | 109,833 | 69,666 |
Debt, noncurrent | 294,936 | 0 |
Operating lease liabilities | 21,841 | 25,370 |
Deferred tax liabilities | 12,987 | 17,697 |
Other long-term liabilities | 1,032 | 7,104 |
Total liabilities | 724,965 | 308,883 |
Commitments and contingencies | ||
Temporary Equity [Abstract] | ||
Redeemable convertible preferred stock: $0.0001 par value; zero and — shares authorized as of January 31, 2023 and 2022, respectively; zero and — shares issued and outstanding as of January 31, 2023 and 2022, respectively (liquidation value: nil and $— as of January 31, 2023 and 2022, respectively) | 0 | 0 |
Stockholders' equity: | ||
Common stock: $0.0001 par value; 1,000,000,000 shares authorized as of each of January 31, 2023 and 2022; 348,330,481 and 334,760,615 shares issued and outstanding as of January 31, 2023 and 2022, respectively | 35 | 33 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of each of January 31, 2023 and 2022; zero shares issued and outstanding as of each of January 31, 2023 and 2022 | 0 | 0 |
Additional paid-in capital | 1,528,104 | 1,366,855 |
Accumulated other comprehensive income (loss) | (16,384) | (8,219) |
Accumulated deficit | (1,156,763) | (811,655) |
Total stockholders' equity | 354,992 | 547,014 |
Total liabilities and stockholders' equity | $ 1,079,957 | $ 855,897 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Current assets: | ||
Allowance for credit loss | $ 10,000 | $ 5,584 |
Temporary Equity [Abstract] | ||
Shares outstanding (in shares) | 0 | 0 |
Stockholders' equity: | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued (in shares) | 348,330,481 | 334,760,615 |
Common stock, shares outstanding (in shares) | 348,330,481 | 334,760,615 |
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Restricted cash | $ 30,400 | $ 400 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Revenue | |||
Total revenue | $ 468,094,000 | $ 241,006,000 | $ 146,490,000 |
Cost of revenue | |||
Total cost of revenue | 382,161,000 | 187,473,000 | 113,541,000 |
Gross profit | 85,933,000 | 53,533,000 | 32,949,000 |
Operating expenses | |||
Research and development | 194,957,000 | 145,043,000 | 75,017,000 |
Sales and marketing | 142,392,000 | 92,550,000 | 53,002,000 |
General and administrative | 90,366,000 | 81,380,000 | 25,922,000 |
Total operating expenses | 427,715,000 | 318,973,000 | 153,941,000 |
Loss from operations | (341,782,000) | (265,440,000) | (120,992,000) |
Interest income | 5,534,000 | 98,000 | 315,000 |
Interest expense and amortization of debt discount and issuance cost | (9,434,000) | (1,502,000) | (3,253,000) |
Change in fair value of contingent earnout liability | 0 | 84,420,000 | 0 |
Transaction costs expensed | 0 | (7,031,000) | 0 |
Other income (expense), net | (1,569,000) | (2,775,000) | 229,000 |
Net loss before income taxes | (347,275,000) | (135,171,000) | (196,826,000) |
Provision (benefit) for income taxes | (2,167,000) | (2,930,000) | 198,000 |
Net loss | (345,108,000) | (132,241,000) | (197,024,000) |
Accretion of beneficial conversion feature of redeemable convertible preferred stock | 0 | 0 | (60,377,000) |
Cumulative undeclared dividends on redeemable convertible preferred stock | 0 | (4,292,000) | (16,799,000) |
Deemed dividends attributable to vested option holders | 0 | (51,855,000) | 0 |
Deemed dividends attributable to common stock warrant holders | 0 | (110,635,000) | 0 |
Net loss attributable to common stockholders - Basic | (345,108,000) | (299,023,000) | (274,200,000) |
Gain attributable to earnout shares issued | 0 | (84,420,000) | 0 |
Change in fair value of dilutive warrants | 0 | (68,223,000) | 0 |
Net loss attributable to common stockholders - Diluted | $ (345,108,000) | $ (451,666,000) | $ (274,200,000) |
Weighted average shares outstanding - Basic (in shares) | 338,488,667 | 297,421,969 | 15,116,763 |
Weighted average shares outstanding - Diluted (in shares) | 338,488,667 | 302,490,266 | 15,116,763 |
Net loss per share - Basic (USD per share) | $ (1.02) | $ (1.01) | $ (18.14) |
Net loss per share - Diluted (USD per share) | $ (1.02) | $ (1.49) | $ (18.14) |
Redeemable convertible preferred stock warrant | |||
Operating expenses | |||
Change in fair value of warrant liabilities | $ 0 | $ 9,237,000 | $ (73,125,000) |
Common stock warrant | |||
Operating expenses | |||
Change in fair value of warrant liabilities | (24,000) | 47,822,000 | 0 |
Networked charging systems | |||
Revenue | |||
Total revenue | 363,622,000 | 173,850,000 | 91,893,000 |
Cost of revenue | |||
Total cost of revenue | 318,628,000 | 147,313,000 | 87,083,000 |
Subscriptions | |||
Revenue | |||
Total revenue | 85,296,000 | 53,512,000 | 40,563,000 |
Cost of revenue | |||
Total cost of revenue | 51,416,000 | 31,190,000 | 20,385,000 |
Other | |||
Revenue | |||
Total revenue | 19,176,000 | 13,644,000 | 14,034,000 |
Cost of revenue | |||
Total cost of revenue | $ 12,117,000 | $ 8,970,000 | $ 6,073,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (345,108) | $ (132,241) | $ (197,024) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of tax | (7,716) | (8,374) | 141 |
Available-for-sale short-term investments: | |||
Unrealized loss on short-term investments, net of tax | (449) | 0 | 0 |
Reclassification to net income, net of tax | 0 | 0 | (23) |
Other comprehensive income (loss) | (8,165) | (8,374) | 118 |
Comprehensive loss | $ (353,273) | $ (140,615) | $ (196,906) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Temporary equity, beginning balance (in shares) at Jan. 31, 2020 | 160,583,203 | ||||
Temporary equity, beginning balance at Jan. 31, 2020 | $ 520,241 | ||||
Temporary equity, ending balance (in shares) at Jan. 31, 2021 | 182,934,257 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend | $ 95,456 | ||||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization | (60,377) | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 60,377 | ||||
Temporary equity, ending balance at Jan. 31, 2021 | $ 615,697 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of temporary equity (in shares) | 22,351,054 | ||||
Beginning balance (in shares) at Jan. 31, 2020 | 11,918,418 | ||||
Beginning balance at Jan. 31, 2020 | $ (462,021) | $ 1 | $ 20,331 | $ 37 | $ (482,390) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustments to Additional Paid in Capital, Warrant Issued | 31,547 | 31,547 | |||
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock | 60,377 | 60,377 | |||
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock | (60,377) | (60,377) | |||
Issuance of common stock upon exercise of vested stock options (in shares) | 10,363,603 | ||||
Issuance of common stock upon exercise of warrants | 5,644 | $ 1 | 5,643 | ||
Issuance of common stock related to early exercise of stock options (in shares) | 679,011 | ||||
Vesting of early exercised stock options | 268 | 268 | |||
Stock-based compensation | 4,947 | 4,947 | |||
Net loss | (197,024) | (197,024) | |||
Other comprehensive income (loss) | 118 | 118 | |||
Ending balance (in shares) at Jan. 31, 2021 | 22,961,032 | ||||
Ending balance at Jan. 31, 2021 | $ (616,521) | $ 2 | 62,736 | 155 | (679,414) |
Temporary equity, ending balance (in shares) at Jan. 31, 2022 | 0 | ||||
Temporary equity, ending balance at Jan. 31, 2022 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 66,606 | 66,606 | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (in shares) | (182,934,257) | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend | $ (615,697) | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (in shares) | 194,060,336 | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend | 615,697 | $ 20 | 615,677 | ||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 8,620,607 | ||||
Issuance of common stock under stock plans, net of tax withholdings | 4,516 | 4,516 | |||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 60,746,989 | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 200,466 | $ 6 | 200,460 | ||
Issuance of common stock upon exercise of warrants (in shares) | 16,364,810 | ||||
Issuance of common stock upon exercise of warrants | 352,613 | $ 1 | 352,612 | ||
Common stock of switchback (in shares) | 5,695,176 | ||||
Issuance of common stock pursuant to business combinations | 102,058 | $ 1 | 102,057 | ||
Issuance of earnout shares upon triggering events, net of tax withholding (in shares) | 26,313,253 | ||||
Issuance of earnout shares upon triggering events, net of tax withholding | 480,225 | $ 3 | 480,222 | ||
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) | (828,180) | |||
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 | 242,640 | |||
Vesting of early exercised stock options | $ 178 | 178 | |||
Repurchase of early exercised common stock (in shares) | (1,588) | ||||
Stock-based compensation | $ 67,331 | 67,331 | |||
Net loss | (132,241) | (132,241) | |||
Other comprehensive income (loss) | (8,374) | (8,374) | |||
Ending balance (in shares) at Jan. 31, 2022 | 334,760,615 | ||||
Ending balance at Jan. 31, 2022 | $ 547,014 | $ 33 | 1,366,855 | (8,219) | (811,655) |
Temporary equity, ending balance (in shares) at Jan. 31, 2023 | 0 | ||||
Temporary equity, ending balance at Jan. 31, 2023 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of vested stock options (in shares) | 4,201,592 | ||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 7,267,807 | ||||
Issuance of common stock under stock plans, net of tax withholdings | $ 2,502 | $ 1 | 2,501 | ||
Issuance of common stock upon exercise of warrants (in shares) | 1,041,533 | ||||
Issuance of common stock upon exercise of warrants | 6,932 | 6,932 | |||
Issuance of common stock upon ESPP purchase (in shares) | 607,384 | ||||
Issuance of common stock upon ESPP purchase | 8,947 | 8,947 | |||
Issuance of common stock in connection with ATM offerings, net of issuance costs | 4,657,806 | ||||
Issuance of common stock in connection with ATM offerings, net of issuance costs | 49,450 | $ 1 | 49,449 | ||
Vesting of early exercised stock options | $ 69 | 69 | |||
Repurchase of early exercised common stock (in shares) | (4,664) | ||||
Stock-based compensation | $ 93,351 | 93,351 | |||
Net loss | (345,108) | (345,108) | |||
Other comprehensive income (loss) | (8,165) | (8,165) | |||
Ending balance (in shares) at Jan. 31, 2023 | 348,330,481 | ||||
Ending balance at Jan. 31, 2023 | $ 354,992 | $ 35 | $ 1,528,104 | $ (16,384) | $ (1,156,763) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (345,108) | $ (132,241) | $ (197,024) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 25,050 | 16,457 | 10,083 |
Non-cash operating lease cost | 4,739 | 4,244 | 3,762 |
Stock-based compensation | 93,350 | 67,331 | 4,947 |
Amortization of deferred contract acquisition costs | 2,361 | 1,786 | 1,206 |
Transaction costs expensed | 0 | 7,031 | 0 |
Change in fair value of contingent earnout liability | 0 | (84,420) | 0 |
Other | 16,832 | 374 | 1,858 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable, net | (94,600) | (38,388) | 3,292 |
Inventories | (39,358) | (1,991) | (9,585) |
Prepaid expenses and other assets | (37,969) | (23,941) | (8,914) |
Operating lease liabilities | (5,043) | (3,460) | (2,815) |
Accounts payable | 31,476 | 7,933 | (493) |
Accrued and other liabilities | 29,394 | 21,619 | 11,556 |
Deferred revenue | 51,803 | 55,281 | 17,156 |
Net cash used in operating activities | (267,049) | (157,178) | (91,846) |
Cash flows from investing activities | |||
Purchases of property and equipment | (18,563) | (16,410) | (11,484) |
Purchases of investments | (284,835) | 0 | 0 |
Maturities of investments | 180,000 | 0 | 47,014 |
Cash paid for acquisition, net of cash acquired | (2,756) | (205,330) | 0 |
Net cash provided by (used in) investing activities | (126,154) | (221,740) | 35,530 |
Cash flows from financing activities | |||
Proceeds from issuance of redeemable convertible preferred stock | 0 | 0 | 95,456 |
Proceeds from the exercise of public warrants | 6,884 | 118,864 | 0 |
Merger and PIPE financing | 0 | 511,646 | 0 |
Payment of tax withholding obligations on settlement of earnout shares | 0 | (20,895) | 0 |
Repayment of borrowings | 0 | (36,051) | 0 |
Proceeds from issuance of common stock warrants, net of issuance costs | 0 | 0 | 31,547 |
Proceeds from issuance of debt, net of issuance costs | 293,972 | 0 | 0 |
Payments of transaction costs related to Merger | 0 | (32,468) | 0 |
Change in driver funds and amounts due to customers | 11,107 | 3,675 | 0 |
Payment of deferred transaction costs | 0 | 0 | (4,003) |
Proceeds from issuance of stock in connection with stock plans, net of withholding taxes | 11,446 | 4,916 | 5,913 |
Proceeds from issuance of common stock in connection with ATM offerings | 49,450 | 0 | 0 |
Net cash provided by financing activities | 372,859 | 549,687 | 128,913 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (729) | (1,025) | 141 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (21,073) | 169,744 | 72,738 |
Cash, cash equivalents, and restricted cash at beginning of period | 315,635 | 145,891 | 73,153 |
Cash, cash equivalents, and restricted cash at end of period | 294,562 | 315,635 | 145,891 |
Supplementary cash flow information | |||
Cash paid for interest | 4,929 | 346 | 2,801 |
Cash paid for taxes | 598 | 268 | 172 |
Supplementary cash flow information on non-cash investing and financing activities | |||
Accretion of beneficial conversion feature of redeemable convertible preferred stock | 0 | 0 | 60,377 |
Deferred transaction costs not yet paid | 0 | 0 | 1,685 |
Right-of-use assets obtained in exchange for lease liabilities | 0 | 7,991 | 2,118 |
Right-of-use asset remeasurement subsequent to lease extension | 0 | 0 | 12,867 |
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities | 1,954 | 660 | 647 |
Vesting of early exercised stock options | 69 | 178 | 268 |
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 0 | 615,697 | 0 |
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization | 0 | 66,606 | 0 |
Contingent earnout liability recognized upon the closing of the reverse recapitalization | 0 | 828,180 | 0 |
Reclassification of remaining contingent earnout liability upon triggering event | 0 | 242,640 | 0 |
Issuance of common stock in connection with acquisitions | 0 | 102,057 | 0 |
ViriCiti | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of contingent earnout liability | 0 | 2,266 | 0 |
Common stock warrant | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrant liabilities | 24 | (47,822) | 0 |
Redeemable convertible preferred stock warrant | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrant liabilities | $ 0 | $ (9,237) | $ 73,125 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”, “it”, “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”), connected through cloud-based services (“Cloud” or “Cloud Services”) which (i) enable charging system owners, or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and authenticate Networked Charging Systems, and to transact EV charging sessions on those systems. ChargePoint’s Networked Charging Systems, subscriptions and other offerings provide an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems. This network provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities. In addition, the Company offers a range of extended warranties (“Assure”), as well as its ChargePoint as a Service (“CPaaS”) program which bundles use of ChargePoint owned and operated systems with Cloud Services, Assure and other benefits into one subscription. On September 23, 2020, ChargePoint, Inc. entered into a merger agreement (the “Merger Agreement”) with Switchback Energy Acquisition Corporation (“Switchback”). On February 26, 2021 (the “Closing Date”), Switchback consummated the previously announced transactions contemplated by the Merger Agreement pursuant to which Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback incorporated in the State of Delaware (“Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), Switchback changed its name to ChargePoint Holdings, Inc. As part of the Merger, certain investors purchased an aggregate of 22,500,000 shares of common stock (“PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $225.0 million. The Company’s fiscal year ends on January 31. References to fiscal years 2023, 2022, and 2021 relate to the fiscal years ended January 31, 2023, January 31, 2022, and January 31, 2021, respectively. Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of January 31, 2023, the Company had an accumulated deficit of $1,156.8 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, 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, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts across large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. 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 January 31, 2023, one customer individually accounted for 10% or more of accounts receivable, net. As of January 31, 2022, there was no customer that accounted for 10% or more of accounts receivable, net. For the year ended January 31, 2023, there was one customer that represented 10% or more of total revenue. For the years ended January 31, 2022, and 2021 there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, 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. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. Restricted cash relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2023 2022 2021 (in thousands) Cash and cash equivalents $ 264,162 $ 315,235 $ 145,491 Restricted cash 30,400 400 400 Total cash, cash equivalents, and restricted cash $ 294,562 $ 315,635 $ 145,891 Short-Term Investments The Company's portfolio of marketable debt securities is comprised solely of U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in other income (expense), net in the consolidated statements of operations. Accrued interest receivable is excluded from the estimate of credit losses. Accounts Receivable, net Accounts receivable for products, services and in certain scenarios charging sessions are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2023, 2022, and 2021 was as follows: Beginning Additions Write-offs Ending (in thousands) Year ended January 31, 2023 Allowance for expected credit losses $ 5,584 $ 6,353 $ (1,937) $ 10,000 Year ended January 31, 2022 Allowance for expected credit losses $ 2,000 $ 3,835 $ (251) $ 5,584 Year ended January 31, 2021 Allowance for expected credit losses $ 2,000 $ 121 $ (121) $ 2,000 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life Owned and operated systems 5 to 7 years Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations. ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets. Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for Networked Charging Systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of January 31, 2023 and 2022 capitalized costs have not been material. Leases Lessee The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Lessor The Company leases Networked Charging Systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Impairment of Long-Lived Assets The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the years ended January 31, 2023, 2022, and 2021. Business Combinations The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2023 and 2022, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. The carrying value of goodwill was $213.7 million as of January 31, 2023 and $218.5 million as of January 31, 2022, and no goodwill impairment has been recognized to date. Intangible Assets Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from six Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. Redeemable Convertible Preferred Stock Warrants As discussed in Note 12, Stock Warrants and Earnout , upon the effectiveness of the Merger, substantially all of the outstanding redeemable convertible preferred stock warrants were converted into shares of Common Stock. As such, the associated warrant liability was reclassified to additional paid-in-capital upon the Merger and was no longer an outstanding Level 3 financial instrument as of January 31, 2023 and 2022. Prior to the Merger, the Company evaluated whether its warrants to purchase shares of redeemable convertible preferred stock were freestanding financial instruments that obligated the Company to redeem the underlying preferred stock at some point in the future and determined that each of its outstanding warrants for preferred stock were liability classified. Redeemable convertible preferred stock warrants were recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability were recorded in the consolidated statements of operations. Common Stock Warrant Liabilities The Company assumed 10,470,562 publicly-traded warrants (“Public Warrants”) and 6,521,568 private placement warrants issued to NGP Switchback, LLC, the sponsor of Switchback (“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 1,000,000 Private Placement Warrants which 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 $11.50 per share. During the fiscal year ended January 31, 2023, the remaining 10,435 Private Placement Warrants were exercised. As of January 31, 2023, no Common Stock Warrants remain outstanding. 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 option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 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 sheets at fair value, with subsequent changes in their respective fair values recognized in the 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, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in Note 12, Stock Warrants and Earnout ). In accordance with ASC 815-40, the Earnout Shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. 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 12, Stock Warrants and Earnout ) prioritizing the most reliable information available. The assumptions utilized in the calculation were 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. Prior to its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. Revenue Recognition ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customer s (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as Networked Charging Systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its Networked Charging Systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract. The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee. When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days. Networked Charging Systems revenue Networked Charging Systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of Networked Charging Systems upon shipment to the customer, which is when the performance obligation has been satisfied. Subscriptions revenue Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer. Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions are considered for accounting purposes to contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and h |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of January 31, 2023 Level 1 Level 2 Level 3 Total ( in thousands) Assets Money market funds $ 133,979 $ — $ — $ 133,979 U.S. Treasury securities — 104,966 — 104,966 Total financial assets $ 133,979 $ 104,966 $ — $ 238,945 Fair Value Measured as of January 31, 2022 Level 1 Level 2 Level 3 Total ( in thousands) Assets Money market funds $ 254,716 $ — $ — $ 254,716 Total financial assets $ 254,716 $ — $ — $ 254,716 Liabilities Common stock warrant liabilities (Private Placement) $ — $ — $ 25 $ 25 Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,993 5,993 Total financial liabilities $ — $ — $ 6,018 $ 6,018 The money market funds were classified as cash and cash equivalents on the consolidated balance sheets and were within Level 1 of the fair value hierarchy. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of January 31, 2023 and 2022. Realized gains and losses, net of tax, were not material for any of the periods presented. Short-term investments, consisting of U.S. Treasury securities, were classified as available-for-sale on the purchase date and recorded at fair value on the consolidated balance sheets (see Note 4, Short-Term Investments , for more details). As of January 31, 2023 and 2022, the Company had no investments with a contractual maturity of greater than one year. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable convertible preferred stock warrant liability Private placement warrant liability Earnout liability ViriCiti Earnout liability (in thousands) Fair value as of January 31, 2020 $ (2,718) $ — $ — $ — Change in fair value included in other income (expense), net (73,125) — — — 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) — Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”) — — — (3,856) Change in fair value 9,237 63,746 84,420 (2,137) Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 64,117 — — 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 January 31, 2022 $ — $ (25) $ — $ (5,993) Change in fair value included in other income (expense), net — (23) — — Effect of foreign currency translation — — — 191 Reclassification of warrants to stockholder’s equity (deficit) due to exercise — 48 — — Contingent earnout liability increase upon satisfaction of earnings goal of ViriCiti (ViriCiti Earnout) — — — (1,283) Transfer out of Level 3 upon achievement of earnings target for the earnout period — — — 7,085 Fair Value as of January 31, 2023 $ — $ — $ — $ — Redeemable Convertible Preferred Stock Warrant Liability, Private Placement Warrant Liability, and Earnout Liability The fair values 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. The significant unobservable inputs used in the fair value measurements of the private placement warrant liability, the redeemable convertible preferred stock warrant liability and the earnout liability include the expected volatility and dividend yield. In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company's redemption option at the earliest possible date. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield. 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. ViriCiti Earnout Liability On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V. (“ViriCiti”). The purchase price consideration included an earnout consideration contingent on meeting certain revenue targets through January 21, 2023. The fair value of the ViriCiti Earnout liability was previously based on significant unobservable inputs, which represented Level 3 measurements within the fair value hierarchy. See Note 5, Reverse Capitalization and Business Combination s, for information on the valuation of the ViriCiti Earnout liability. On January 31, 2023, the ViriCiti Earnout liability of $7.1 million, for the earnout period is based on the actual achievement of the revenue target and was subsequently paid in full on March 6, 2023 (see Note 18, Subsequent Events ). Thus, the liability is no longer subject to fair value measurement and was accordingly transferred out of Level 3 fair value hierarchy, and is included in the “Accrued and other current liabilities” on the Company’s consolidated balance sheets. Non-Recurring Fair Value Measurements The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used. Disclosure of Fair Values The Company has financial instruments that are not re-measured at fair value including accounts receivable, accounts payable, and accrued and other current liabilities. The carrying values of these financial instruments approximate their fair values. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Jan. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Short-Term Investments Short-term investments consisted of the following: January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) U.S. Treasury Securities $ 105,415 $ — $ (449) $ 104,966 The amortized cost and fair value amounts include accrued interest receivable of $0.5 million as of January 31, 2023. There were no short-term investments The U.S. treasury securities are marketable debt securities stated on the consolidated balance sheets at fair value based upon inputs other than quoted prices in active markets (Level 2 inputs). The Company recorded $0.4 million unrealized losses as a component of other comprehensive loss for the year ended January 31, 2023. The Company did not recognize any gains or losses for the year ended January 31, 2023. As of January 31, 2023, all of the available-for-sale debt securities were in a continuous unrealized loss position for less than twelve months. During the year ended January 31, 2023, the Company did not recognize credit-related impairment losses and had no ending allowance for credit losses. The decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not the Company will hold the debt securities until maturity or a recovery of the cost basis. As of January 31, 2023, all of the marketable debt securities have contractual maturities of less than one year. |
Reverse Capitalization and Busi
Reverse Capitalization and Business Combinations | 12 Months Ended |
Jan. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Reverse Capitalization and Business Combinations | Reverse Capitalization and Business Combinations Reverse Recapitalization On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of 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 were 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 were 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 were 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 were 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 were 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 had the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the Earnout Shares. In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to the Switchback Public Offering on May 16, 2019 (“Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally, 900,000 Founder Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of the Company’s Common Stock achieved $12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event” and such Founder Shares the “Founder Earn Back Shares”), met the Founder Earn Back Triggering Event on March 12, 2021. At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans. The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009) Less surrender of Switchback Founder Shares (984,706) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 _______________ (1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 (2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down. 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 of Directors, 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 $225.0 million of cash in connection with the PIPE financing. The Company incurred $36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $7.0 million was expensed in the consolidated statements of operations. Acquisition of ViriCiti On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti for $79.4 million in cash, as well as $7.1 million of additional earnout consideration contingent on meeting certain revenue targets as of January 31, 2023 (“ViriCiti Earnout”), which was paid in full on March 6, 2023 (see Note 18, Subsequent Events ). ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations. The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill. The total purchase price was allocated to $62.8 million of goodwill, $17.7 million of customer relationship intangible assets, and $6.6 million of developed technology intangible assets acquired, and deferred tax liabilities of $3.5 million and net liabilities of $0.2 million were assumed. Goodwill is not deductible for tax purposes. The Company incurred acquisition-related expenses of $2.3 million, which were recorded as general and administrative expenses in the consolidated statement of operations. There were no measurement period adjustments for the year ended January 31, 2023. Acquisition of has•to•be gmbh On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $235.0 million, consisting of $132.9 million in cash and $102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $17.92 per share on the acquisition date. Of the cash component, $2.8 million was paid on February 3, 2022 as part of a working capital adjustment and 885,692 shares, valued at $15.9 million, are held in escrow to cover indemnity claims the Company may make within eighteen months from the closing date. HTB is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand the Company’s market share in Europe. The acquisition of HTB was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date, and the excess was recorded as goodwill. The total purchase price was allocated to $159.0 million of goodwill, $78.7 million of customer relationship intangible assets, $12.7 million of developed technology intangible assets, and net assets of $2.9 million acquired, and deferred tax liabilities of $18.3 million were assumed. Goodwill is not deductible for tax purposes. The Company incurred acquisition-related expenses of $2.7 million, which were recorded as general and administrative expenses in the consolidated statement of operations. There were no measurement period adjustments for the year ended January 31, 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table summarizes the changes in carrying amounts of goodwill: (in thousands) Balance as of January 31, 2021 $ 1,215 Goodwill acquired with ViriCiti acquisition 62,839 Goodwill acquired with HTB acquisition 158,997 Foreign exchange fluctuations (4,567) Balance as of January 31, 2022 $ 218,484 Foreign exchange fluctuations (4,768) Balance as of January 31, 2023 $ 213,716 There was no impairment recognized for the years ended January 31, 2023, 2022, and 2021. Intangible Assets The following table presents the details of intangible assets: January 31, 2023 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,738 $ (12,223) $ 78,515 10 Developed technology 18,355 (4,197) 14,158 6 $ 109,093 $ (16,420) $ 92,673 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2022 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 93,065 $ (3,223) $ 89,842 10 Developed technology 18,731 (1,364) 17,367 6 $ 111,796 $ (4,587) $ 107,209 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statements of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st. Based on the annual impairment analysis completed during the years ended January 31, 2023 and 2022, the Company determined that there was no impairment of intangible assets. Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. The following table presents the amortization expense related to intangible assets: Year ended January 31, 2023 2022 2021 (in thousands) Amortization Expense $ 11,646 $ 4,617 $ — The following table presents the estimated aggregate amortization expense related to intangible assets: Years Ending January 31, (in thousands) 2024 $ 12,133 2025 12,133 2026 12,133 2027 12,133 2028 10,995 Thereafter 33,146 Total amortization expense $ 92,673 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories Inventories consisted of the following: January 31, 2023 2022 (in thousands) Raw materials $ 11,509 $ 9,712 Finished goods 57,221 26,167 Total Inventories $ 68,730 $ 35,879 Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following: January 31, 2023 2022 (in thousands) Prepaid expense $ 48,464 $ 16,951 Other current assets 22,556 19,652 Total Prepaid Expense and Other Current Assets $ 71,020 $ 36,603 Property and Equipment, net Property and equipment, net consisted of the following: January 31, 2023 2022 (in thousands) Furniture and fixtures $ 1,244 $ 903 Computers and software 7,164 6,147 Machinery and equipment 25,144 16,193 Tooling 13,782 10,572 Leasehold improvements 9,357 10,549 Owned and operated systems 24,119 22,546 Construction in progress 2,790 2,720 83,600 69,630 Less: Accumulated depreciation (43,554) (35,037) Total Property and Equipment, Net $ 40,046 $ 34,593 The following table presents the depreciation expense related to fixed assets: Year ended January 31, 2023 2022 2021 (in thousands) Depreciation Expense $ 13,404 $ 11,840 $ 10,083 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: January 31, 2023 2022 (in thousands) Accrued expenses $ 46,105 $ 31,865 Refundable customer deposits 14,551 9,409 Payroll and related expenses 21,495 16,131 Taxes payable 14,232 8,955 Other current liabilities (1) 37,100 17,968 Total Accrued and Other Current Liabilities $ 133,483 $ 84,328 _______________ (1) Beginning July 31, 2022, ViriCiti Earnout liability was reclassified from long-term liabilities to current liabilities as the Company expected the liability to be payable within twelve months of July 31, 2022. The ViriCiti Earnout liability was subsequently paid in full on March 6, 2023 (see Note 18, Subsequent Events ). |
Leases
Leases | 12 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases its office facilities under non-cancellable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. As of January 31, 2023, non-cancellable leases expire on various dates between fiscal years 2024 and 2030. Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one As of January 31, 2023 and 2022, lease balances were as follows: January 31, 2023 2022 (in thousands) Operating leases Operating lease right-of-use assets $ 22,242 $ 25,535 Operating lease liabilities, current 3,753 3,876 Operating lease liabilities, noncurrent 21,841 25,370 Total operating lease liabilities $ 25,594 $ 29,246 The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2023, 2022, and 2021 was $6.6 million, $6.1 million, and $5.1 million, respectively. Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2023, 2022 and 2021. Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2023 were as follows: (in thousands) Years Ending January 31, 2024 $ 6,657 2025 6,186 2026 4,983 2027 4,682 2028 4,087 Thereafter 6,233 Total undiscounted operating lease payments $ 32,828 Less: imputed interest (7,234) Total operating lease liabilities $ 25,594 Other supplemental information as of January 31, 2023 and 2022 was as follows: January 31, 2023 2022 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 5.7 6.5 Weighted-average operating lease discount rate 7.3 % 7.3 % Other supplemental cash flow information for the years ended January 31, 2023, 2022 and 2021 was as follows: Year ended January 31, 2023 2022 2021 (in thousands) Supplemental Cash Flow Information Cash paid for amounts in the measurement of operating lease liabilities $ 6,927 $ 5,164 $ 4,226 |
Debt
Debt | 12 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2018 Loan In July 2018, the Company entered into a term loan facility with certain lenders (the “2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under previous loans. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan was secured by substantially all of the Company’s assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan had a five In March 2021, the Company repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million. There was no interest expense incurred during the year ended January 31, 2023. Total interest expense incurred was $1.5 million and $3.3 million for the years ended January 31, 2022 and 2021, respectively. 2027 Convertible Notes The following table presents the Company’s convertible debt outstanding: January 31, 2023 Gross Debt Discount and Issuance Costs Carrying Estimated Fair Value (in thousands) 2027 Convertible Notes $ 300,000 $ (5,064) $ 294,936 $ 233,000 The following table presents the Company’s interest expense related to convertible debt: Year ended January 31, 2023 (in thousands) Contractual interest expense $ 8,429 Amortization of debt discount and issuance costs 965 Total interest expense $ 9,394 In April 2022, the Company completed a private placement of $300 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (the “2027 Convertible Notes”), which will mature on April 1, 2027. The 2027 Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act . The net proceeds from the sale of the 2027 Convertible Notes were approximately $294.0 million after deducting initial purchaser discounts and commissions and the Company’s offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the 2027 Convertible Notes. The Company expects to use the net proceeds for general corporate purposes. The 2027 Convertible Notes bear interest at 3.50% per annum, to the extent paid in cash (“Cash Interest”) or 5.00% per annum, to the extent paid in kind through the issuance of additional 2027 Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on April 1st and October 1st of each year, beginning on October 1, 2022. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. The 2027 Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s Common Stock or a combination thereof, at the Company’s election. The initial conversion rate was 41.6119 shares per $1,000 principal amount of the 2027 Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $24.03 per share. Prior to the close of business on the business day immediately preceding January 1, 2027, the 2027 Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after January 1, 2027, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2027 Convertible Notes. Holders of the 2027 Convertible Notes may convert all or a portion of their 2027 Convertible Notes prior to the close of business on January 1, 2027, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ended on September 30, 2022, if the Company’s closing Common Stock price for at least 20 trading days out of the most recent 30 consecutive trading days of the preceding calendar quarter is greater than or equal to 130% of the current conversion price of the 2027 Convertible Notes on each applicable trading day; • during the five business day period after any ten consecutive trading days in which the trading price per $1,000 principal amount of 2027 Convertible Notes for each trading day of such ten consecutive trading day period is less than 98% of the product of the Company’s closing Common Stock price and the conversion rate of the 2027 Convertible Notes on each such trading day; • if the Company calls the 2027 Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or • upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or a transaction resulting in the Company’s Common Stock converting into other securities or property or assets. The 2027 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after April 21, 2025, and before the 41st scheduled trading day immediately before the maturity date. The redemption price will be equal to the aggregate principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its 2027 Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if 2027 Convertible Notes are converted after they are called for redemption. Additionally, if the Company undergoes a fundamental change or a change in control transaction (each such term as defined in the indenture governing the 2027 Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their 2027 Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the 2027 Convertible Notes, while the change in control repurchase price will be 125% of the capitalized principal amount of the 2027 Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the 2027 Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $750.0 million. In addition, the indenture governing the 2027 Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25% of the aggregate principal amount of the outstanding 2027 Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the 2027 Convertible Notes to be due and payable immediately. As of January 31, 2023, the effective interest rate on the 2027 Convertible Notes was 3.93%. Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the 2027 Convertible Notes, which approximates the effective interest method. The estimated fair value of the 2027 Convertible Notes, as of January 31, 2023 using Level 2 fair value inputs, was $233.0 million. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts. They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2023 and 2022 as the Company had not yet received the related goods or services. Legal Proceedings The Company may be involved from time to time 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 consolidated financial statements indicates it is probable a loss has been incurred as of the date of the 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 January 31, 2023, the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the 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 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 consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets. Guarantees and Indemnifications The Company has service level commitments to certain of 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 consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letters of Credit The Company had $30.4 million and $0.4 million of secured letters of credit outstanding as of January 31, 2023 and 2022, respectively. These primarily relate to support of contract manufacturer and customer agreements, and are fully collateralized by cash deposits which the Company recorded in restricted cash on its consolidated balance sheets based on the term of the remaining restriction. |
Common Stock
Common Stock | 12 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock As of each of January 31, 2023 and 2022, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. There were 348,330,481 and 334,760,615 shares issued and outstanding as of January 31, 2023 and 2022, respectively. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of Common Stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. At-the-Market Offering On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”). During the fiscal year ended January 31, 2023, the Company sold a total of 4,657,806 shares of its Common Stock pursuant to the ATM Facility at the prevailing market prices for total proceeds of $49.5 million, net of $0.5 million of issuance costs. |
Stock Warrants and Earnout
Stock Warrants and Earnout | 12 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Stock Warrants and Earnout | Stock Warrants and Earnout Redeemable Convertible Preferred Stock Warrants Warrants to purchase shares of redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio (see Note 5, Reverse Capitalization and Business Combinations , for more details). At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to 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 3, Fair Value Measurements , 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, 2021 January 31, 2020 Expected volatility 84.3 % 80.5 % 58.4 % Risk-free interest rate 0.0 % 0.1 % 1.6 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (years) 0 1.4 2.0 Common Stock Warrants Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity. During the fiscal year ended January 31, 2023 and 2022, 1,039,153 and 3,222,442 Legacy Warrants were exercised resulting in the issuance of 1,037,808 and 2,906,689 shares of Common Stock. During the fiscal year ended January 31, 2023 and 2022, proceeds received from the exercise of Legacy Warrants were $6.9 million and $1.2 million, respectively. As of January 31, 2023, there were 34,499,436 Legacy Warrants outstanding which are classified as equity. January 31, 2023 Outstanding Warrants Expiration Date Number of Warrants Exercise Price Common Stock 20,922,215 $ 6.03 7/31/2030 – 8/4/2030 Common Stock 13,577,221 $ 9.04 11/16/2028 – 2/13/2029 Total outstanding common stock warrants 34,499,436 January 31, 2022 Outstanding Warrants Expiration Date Number of Warrants Exercise Price Common Stock 21,727,177 $1.25 - $6.03 3/4/2022 - 8/6/2030 Common Stock 13,811,412 $ 9.04 11/16/2028 – 2/14/2029 Total outstanding common stock warrants 35,538,589 Private Placement Warrants The Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates. The Company recorded an immaterial loss and a gain of $63.7 million for the fiscal years ended January 31, 2023 and 2022, respectively, classified within change in fair value of warrant liabilities The Private Placement Warrants were valued using the assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant. As of January 31, 2023, there were zero Private Placement Warrants outstanding. January 31, February 26, 2021 (Merger Date) Market price of public stock $ 13.85 $ 30.83 Exercise price $ 11.50 $ 11.50 Expected term (years) 4.1 5.0 Volatility 70.5 % 73.5 % Risk-free interest rate 1.0 % 0.8 % Dividend rate 0.0 % 0.0 % Public Warrants The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $153.7 million and the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised. On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders. At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $0.01 per warrant. As of January 31, 2023, no Public Warrants remained outstanding. The Company recognized no gain or loss for the fiscal year ended January 31, 2023, and a loss of $15.9 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations. During the fiscal years ended January 31, 2023 and 2022, proceeds received from the exercise of Public Warrants were zero and $117.6 million, respectively. Warrant Activity Activity of warrants is set forth below: Legacy Warrants Private Placement Warrants Total Common Stock Warrants Outstanding as of January 31, 2022 35,538,589 10,435 35,549,024 Warrants Exercised (1,039,153) (10,435) (1,049,588) Outstanding as of January 31, 2023 34,499,436 — 34,499,436 Contingent Earnout Liability During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint were eligible to receive up to 27,000,000 additional shares of Common Stock (“Earnout Shares”) in three equal tranches if the Earnout Triggering Events (as described in the Merger Agreement) were fully satisfied. The three Earnout Triggering Events were the dates on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of the Company’s Common Stock are then listed) is greater or equal to $15.00, $20.00 and $30.00, respectively, for any ten Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the Common Stock of ChargePoint. The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are described below. March 12, February 26, Current stock price $ 27.84 $ 30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover employee withholding tax obligations, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability change in fair value The third and final Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover employee withholding tax obligations, 8,773,596 Earnout Shares were issued on July 1, 2021. No further Earnout Shares remained contingently issuable as of January 31, 2023 and 2022. |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 12 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Plans and Stock-Based Compensation | Equity Plans and Stock-Based Compensation The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations: Year Ended January 31, 2023 2022 2021 (in thousands) Cost of revenue $ 4,351 $ 3,782 $ 115 Research and development 37,967 25,461 1,807 Sales and marketing 17,393 9,154 1,501 General and administrative 33,639 28,934 1,524 Total stock-based compensation expense $ 93,350 $ 67,331 $ 4,947 As of January 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $191.6 million, which is expected to be recognized over a weighted-average period of 2.8 years. 2021 Employee Stock Purchase Plan On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023. Thereafter, offering periods will begin on March 10 and September 10. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2023, 10,919,906 shares of Common Stock were available under the 2021 ESPP. During the year ended January 31, 2023, the Company's employees purchased 607,384 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $14.73 per share, with proceeds of $8.9 million. 2021 Equity Incentive Plan On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2023, 39,406,473 shares of Common Stock were available under the 2021 EIP. There were no options granted for the year ended January 31, 2023. Restricted Stock Units The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2023 and changes during the periods then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2022 4,033,418 $ 26.27 RSU granted 13,044,848 $ 12.72 RSU vested (3,066,215) $ 19.06 RSU forfeited (1,076,638) $ 17.69 Outstanding as of January 31, 2023 12,935,413 $ 15.02 The total grant date fair value of RSUs vested during the year ended January 31, 2023 was $58.4 million. Performance Restricted Stock Units On June 1, 2022, pursuant to the 2021 EIP, the Company granted PRSUs to certain officers, including the Company’s Chief Executive Officer. Subsequently, on September 1, 2022, the Company granted additional PRSUs to one of its newly-hired officers. Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions. The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal to the applicable stock price appreciation target for at least 20 consecutive trading days at any time during the period beginning the date of the grant and ending on the expiration date. There are three stock appreciation targets applicable to each PRSU award, the achievement of which will cause the market-based condition to be satisfied with respect to the following percentage of each award (each of which is called a tranche): $17 per share/25% of the total PRSUs, $22 per share/35% of the total PRSUs and $30 per share/40% of the total PRSUs. For officers other than the Company’s Chief Executive Officer, the service-based conditions applicable to 1/20th of the PRSUs subject to each tranche will be satisfied if such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2022 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The PRSUs vesting dates are each March 20th, June 20th, September 20th, and December 20th. For the Company’s Chief Executive Officer, the service-based conditions applicable to 1/12th of the PRSUs subject to each tranche will be satisfied if he remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2024 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. A summary of activity of PRSUs under the 2021 EIP at January 31, 2023 and changes during the periods then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2022 — $ — PRSU granted 2,266,754 $ 10.81 PRSU forfeited (119,388) $ 10.47 Outstanding as of January 31, 2023 2,147,366 $ 10.83 2017 Plan and 2007 Plan In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2023, 15,746,369 shares and 1,854,155 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan. Stock Options Activity A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table: Number of Weighted Weighted Aggregate Outstanding as of January 31, 2022 22,200,869 $ 0.68 6.6 $ 292,362 Granted — $ — Exercised (4,201,592) $ 0.60 Cancelled (398,753) $ 0.76 Outstanding as of January 31, 2023 17,600,524 $ 0.70 5.6 $ 201,352 Options vested and expected to vest as of January 31, 2023 17,578,098 $ 0.70 5.6 $ 201,097 Exercisable as of January 31, 2023 14,356,582 $ 0.69 5.2 $ 164,436 The options outstanding as of January 31, 2023, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1,500,000 shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions. No stock-based compensation expense had been recorded prior to the Merger as the CEO Awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based. As of January 31, 2023 and 2022, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $14.1 million and $28.4 million, respectively, which is expected to be recognized over a period of 1.0 years. The Company did not grant any options during the years ended January 31, 2023 and 2022. The weighted-average grant date fair value of options granted during the year ended January 31, 2021 was $0.94 per share. The total fair value of options vested during the years ended January 31, 2023, 2022, and 2021 was $2.0 million, $3.4 million, and $5.4 million, respectively. Determination of Fair Value The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards. The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date. The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition. The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2023 were as follows: Year Ended January 31, 2023 2022 Expected volatility 64.9% - 72.2% 61.8% - 73.5% Risk-free interest rate 0.8% - 3.6% 0.1% - 0.3% Dividend rate 0.0 % 0.0 % Expected term (in years) 0.5 - 2.0 0.4 - 1.9 • Expected volatility: The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards. • Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. • Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock. • Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding. The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2023 were as follows: Year Ended January 31, 2023 Expected volatility 72.1% - 74.0% Risk-free interest rate 2.8% - 3.3% Dividend rate 0.0 % Expected term (in years) 0.3 - 4.8 • Expected volatility: The expected volatility was determined using a blended volatility approach of historical volatility and implied volatility. • Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options. • Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its Common Stock. • Expected term: The expected term input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of net loss before income taxes were as follows: Year Ended January 31, 2023 2022 2021 (in thousands) Domestic $ (342,999) $ (131,916) $ (197,908) Foreign (4,276) (3,255) 1,082 Net loss before income taxes $ (347,275) $ (135,171) $ (196,826) The components of the provision for (benefit from) income taxes were as follows: Year Ended January 31, 2023 2022 2021 (in thousands) Current Federal $ — $ — $ — State 44 17 47 Foreign 1,345 359 151 Total current $ 1,389 $ 376 $ 198 Deferred Federal $ 1 $ (1,242) $ — State — (423) — Foreign (3,557) (1,641) — Total deferred (3,556) (3,306) — Total provision for income taxes $ (2,167) $ (2,930) $ 198 A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows: Year Ended January 31, 2023 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State tax rate, net — % — % — % Warrant and earnout revaluation — % 20.9 % (7.8 %) Stock-based compensation — % 8.0 % (0.2 %) Intangible assets amortization — % 1.3 % — % Change in valuation allowance (18.9 %) (45.5 %) (13.6 %) Transaction cost — % (1.2 %) — % Research and development tax credits 0.8 % 2.8 % 1.1 % Section 162(m) executive compensation limitation (1.2) % (5.3) % — % Other (1.1) % 0.2 % (0.6) % Effective tax rate 0.6 % 2.2 % (0.1) % The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2023 and 2022 were as follows: Year Ended January 31, 2023 2022 (in thousands) Deferred tax assets: Net operating losses $ 216,642 $ 199,299 Research & development credits 34,406 25,725 Deferred revenue 18,124 10,691 Accruals and reserves 16,742 10,882 Stock-based compensation 11,706 2,445 Operating lease liabilities 6,589 7,490 Capitalized research & development expense 39,761 — Total deferred tax assets 343,970 256,532 Less: valuation allowance (328,786) (240,584) Deferred tax liabilities: Depreciation and amortization (390) (177) Operating lease right-of-use assets (5,723) (6,550) Acquired intangible assets (22,058) (26,918) Total deferred tax liabilities (28,171) (33,645) Net deferred tax assets (liabilities) $ (12,987) $ (17,697) Beginning January 1, 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenses increased by $39.8 million. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s historical operating losses in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized; accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2023 and 2022. The valuation allowance increased by $88.2 million, $89.6 million, and $16.7 million during the years ended January 31, 2023, 2022, and 2021, respectively, primarily driven by losses, capitalized research and development expenses, and tax credits generated in the United States. As of January 31, 2023, the Company had federal and California state net operating loss (“NOL”) carryforwards of $793.1 million and $371.1 million, respectively, of which $604.3 million of the federal NOL carryforwards can be carried forward indefinitely. The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively. In addition, the Company had NOLs for other states of $313.8 million, which expire beginning in the year 2023. As of January 31, 2023, the Company had federal and California state research credit carryforwards of $33.1 million and $30.7 million, respectively. The federal credit carryforwards will begin to expire in 2038. The California research credit carryforwards can be carried forward indefinitely. Under Internal Revenue Code Section 382 (“Section 382”), the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2021. As a result of the ownership changes, approximately $17.1 million of Federal NOLs, $17.9 million of California NOLs, and $4.7 million of federal tax credits are expected to expire unutilized for income tax purposes. Subsequent ownership changes may affect the limitation in future years. The following table summarizes the activity related to unrecognized tax benefits as follows: Year Ended January 31, 2023 2022 2021 (in thousands) Unrecognized tax benefits - beginning $ 19,238 $ 9,402 $ 10,153 Gross changes - prior period tax position 109 2,039 (3,620) Gross changes - current period tax position 6,415 7,797 2,869 Unrecognized tax benefits — ending $ 25,762 $ 19,238 $ 9,402 As of January 31, 2023, the Company had unrecognized tax benefits of $25.8 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance. The unrecognized tax benefits are related to activities which the Company believes qualify for research and development tax credits. The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months. The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits. The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions. The fiscal years from 2008 to 2023 remain open to examination due to the carryover of unused net operating losses or tax credits. The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations. Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2023. The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2023. |
Geographic Information
Geographic Information | 12 Months Ended |
Jan. 31, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Revenue by geographic area based on the shipping address of the customers was as follows: Year Ended January 31, 2023 2022 2021 (in thousands) United States $ 373,736 $ 205,186 $ 131,571 Rest of World 94,358 35,820 14,919 Total revenue $ 468,094 $ 241,006 $ 146,490 Long-lived assets by geographic area were as follows: January 31, 2023 2022 (in thousands) United States $ 71,032 $ 72,026 Netherlands 76,747 87,731 Rest of World 7,182 7,580 Total long-lived assets $ 154,961 $ 167,337 |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 12 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2023, 2022, and 2021: Year Ended January 31, 2023 2022 2021 (in thousands, except share and per share data) Numerator: Net income (loss) $ (345,108) $ (132,241) $ (197,024) Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock — — (60,377) Adjust: Cumulative dividends on redeemable convertible preferred stock — (4,292) (16,799) 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 $ (345,108) $ (299,023) $ (274,200) Less: Gain attributable to earnout shares issued — (84,420) — Less: Change in fair value of dilutive warrants — (68,223) — Net loss attributable to common stockholders - Diluted $ (345,108) $ (451,666) $ (274,200) Denominator: Weighted average common shares outstanding (1) 338,576,326 297,642,999 15,116,763 Less: Weighted-average unvested restricted shares and shares subject to repurchase (87,659) (221,030) — Weighted average shares outstanding - Basic 338,488,667 297,421,969 15,116,763 Add: Earnout Shares under the treasury stock method — 3,701,427 — Add: Public and Private Placement Warrants under the treasury stock method — 1,366,870 — Weighted average shares outstanding - Diluted 338,488,667 302,490,266 15,116,763 Net loss per share - Basic $ (1.02) $ (1.01) $ (18.14) Net loss per share - Diluted $ (1.02) $ (1.49) $ (18.14) _______________ (1) For the fiscal year ended January 31, 2022, as a result of the Merger, the Company retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the year ended January 31, 2022, because including them would have had an antidilutive effect. The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: Year Ended January 31, 2023 2022 2021 Redeemable convertible preferred stock (on an as-converted basis) — — 193,037,715 2027 Convertible Notes (on an as-converted basis) 12,483,569 — — Options to purchase common stock 17,600,524 22,200,869 30,167,178 Restricted stock units 12,935,413 4,033,418 — Unvested early exercised common stock options 40,555 132,180 371,193 Redeemable convertible preferred stock warrants (on an as-converted basis) — — 2,358,546 Common stock warrants 34,499,436 35,549,024 36,402,515 Employee stock purchase plan 1,835,659 894,348 — Total potentially dilutive common share equivalents 79,395,156 62,809,839 262,337,147 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jan. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansThe Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by ChargePoint. The Company has not made any matching contributions to date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn March 6, 2023, the Company paid $7.1 million to settle the ViriCiti Earnout liability pursuant to the acquisition of ViriCiti on August 11, 2021. In accordance with the acquisition agreement, the Company was required to pay additional earnout consideration on meeting certain revenue targets through January 31, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, 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, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts across large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. |
Segment Reporting | Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, 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. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. |
Cash, Cash Equivalents, and Restricted Cash | The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. |
Short-term Investments | The Company's portfolio of marketable debt securities is comprised solely of U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in other income (expense), net in the consolidated statements of operations. Accrued interest receivable is excluded from the estimate of credit losses. |
Accounts Receivable, net | Accounts receivable for products, services and in certain scenarios charging sessions are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. |
Inventories | Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Property and Equipment, net | Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations. ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets. |
Internal-Use Software Development Costs | The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for Networked Charging Systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. |
Leases, Lessee | Lessee The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. |
Leases, Lessor | The Company leases Networked Charging Systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. |
Impairment of Long-Lived Assets | The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. |
Business Combinations | The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. |
Goodwill | Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2023 and 2022, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. |
Intangible Assets | Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from six |
Fair Value of Financial Instruments | Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. |
Redeemable Convertible Preferred Stock Warrants | As discussed in Note 12, Stock Warrants and Earnout , upon the effectiveness of the Merger, substantially all of the outstanding redeemable convertible preferred stock warrants were converted into shares of Common Stock. As such, the associated warrant liability was reclassified to additional paid-in-capital upon the Merger and was no longer an outstanding Level 3 financial instrument as of January 31, 2023 and 2022. Prior to the Merger, the Company evaluated whether its warrants to purchase shares of redeemable convertible preferred stock were freestanding financial instruments that obligated the Company to redeem the underlying preferred stock at some point in the future and determined that each of its outstanding warrants for preferred stock were liability classified. Redeemable convertible preferred stock warrants were recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability were recorded in the consolidated statements of operations. |
Common Stock Warrant Liabilities | 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 option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 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 sheets at fair value, with subsequent changes in their respective fair values recognized in the 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, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in Note 12, Stock Warrants and Earnout ). In accordance with ASC 815-40, the Earnout Shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. 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 12, Stock Warrants and Earnout ) prioritizing the most reliable information available. The assumptions utilized in the calculation were 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. Prior to its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. |
Revenue Recognition, Remaining Performance Obligations and Deferred Revenue | ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customer s (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as Networked Charging Systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its Networked Charging Systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract. The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee. When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days. Networked Charging Systems revenue Networked Charging Systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of Networked Charging Systems upon shipment to the customer, which is when the performance obligation has been satisfied. Subscriptions revenue Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer. Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions are considered for accounting purposes to contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and historically has not been material. Other revenue Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered. |
Cost of Revenue | Cost of Networked Charging Systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred. Cost of subscriptions revenue includes hosting, network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, allocated overhead costs, and support costs to manage the systems and helpdesk services for site hosts. Cost of other revenue includes depreciation and other costs for ChargePoint’s owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, as well as costs of environmental and professional services. Costs to Obtain a Customer Contract Incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of Networked Charging Systems are expensed as incurred. The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs--Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio. |
Research and Development | Research and development expenses consist primarily of salary and related personnel expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, and allocated overhead. Research and development costs are expensed as incurred. |
Stock-based Compensation | The Company measures stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant and recognizes stock-based compensation expense over the requisite service period. The Company estimates the fair value of stock options and rights granted under the employee stock purchase plan (“ESPP”) using the Black-Scholes option pricing model, and the Monte Carlo simulation model to estimate the fair value of performance restricted stock units (“PRSUs”). The fair value of restricted stock units (“RSUs”) equals the fair market value of the Company’s Common Stock on grant date. The Company amortizes the fair value of each stock award, except for market-based PRSU, on a straight-line basis over the requisite service period of the awards. For market-based PRSU, the Company amortizes using a graded-vesting attribution approach. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Advertising | The Company expenses the costs of advertising, including promotional expenses, as incurred. |
Warranty | The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to Networked Charging Systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. |
Warranty | In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one |
Foreign Currency | The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period. |
Income Taxes | The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. |
Net Loss per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2023, 2022, and 2021 were not allocated to these participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options. Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented. |
Accounting Pronouncements | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance became effective for fiscal years beginning after December 15, 2021. The Company adopted the amendments effective February 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, “ Government Assistance |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2023 2022 2021 (in thousands) Cash and cash equivalents $ 264,162 $ 315,235 $ 145,491 Restricted cash 30,400 400 400 Total cash, cash equivalents, and restricted cash $ 294,562 $ 315,635 $ 145,891 |
Restrictions on Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2023 2022 2021 (in thousands) Cash and cash equivalents $ 264,162 $ 315,235 $ 145,491 Restricted cash 30,400 400 400 Total cash, cash equivalents, and restricted cash $ 294,562 $ 315,635 $ 145,891 |
Accounts Receivable, Allowance for Credit Loss | The change in the allowance for expected credit losses for the years ended January 31, 2023, 2022, and 2021 was as follows: Beginning Additions Write-offs Ending (in thousands) Year ended January 31, 2023 Allowance for expected credit losses $ 5,584 $ 6,353 $ (1,937) $ 10,000 Year ended January 31, 2022 Allowance for expected credit losses $ 2,000 $ 3,835 $ (251) $ 5,584 Year ended January 31, 2021 Allowance for expected credit losses $ 2,000 $ 121 $ (121) $ 2,000 |
Schedule of Property and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life Owned and operated systems 5 to 7 years Property and equipment, net consisted of the following: January 31, 2023 2022 (in thousands) Furniture and fixtures $ 1,244 $ 903 Computers and software 7,164 6,147 Machinery and equipment 25,144 16,193 Tooling 13,782 10,572 Leasehold improvements 9,357 10,549 Owned and operated systems 24,119 22,546 Construction in progress 2,790 2,720 83,600 69,630 Less: Accumulated depreciation (43,554) (35,037) Total Property and Equipment, Net $ 40,046 $ 34,593 The following table presents the depreciation expense related to fixed assets: Year ended January 31, 2023 2022 2021 (in thousands) Depreciation Expense $ 13,404 $ 11,840 $ 10,083 |
Deferred Policy Acquisition Costs | Changes in the deferred contract acquisition costs during the years ended January 31, 2023 and 2022 were as follows: (in thousands) Balance as of January 31, 2021 $ 5,534 Capitalization of deferred contract acquisition costs 3,381 Amortization of deferred contract acquisition costs (1,786) Balance as of January 31, 2022 $ 7,129 Capitalization of deferred contract acquisition costs 3,374 Amortization of deferred contract acquisition costs (2,361) Balance as of January 31, 2023 $ 8,142 Deferred acquisition costs capitalized on the consolidated balance sheets were as follows: January 31 2023 2022 (in thousands) Deferred contract acquisition costs, current $ 2,598 $ 2,104 Deferred contract acquisition costs, noncurrent 5,544 5,025 Total deferred contract acquisition costs $ 8,142 $ 7,129 |
Deferred Revenue, by Arrangement, Disclosure | The following table shows the total deferred revenue for each period presented. January 31, 2023 January 31, 2022 (in thousands) Total deferred revenue $ 198,610 $ 146,808 The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period. Year Ended January 31, 2023 2022 2021 (in thousands) Total deferred revenue recognized $ 77,142 $ 40,934 $ 39,400 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of January 31, 2023 Level 1 Level 2 Level 3 Total ( in thousands) Assets Money market funds $ 133,979 $ — $ — $ 133,979 U.S. Treasury securities — 104,966 — 104,966 Total financial assets $ 133,979 $ 104,966 $ — $ 238,945 Fair Value Measured as of January 31, 2022 Level 1 Level 2 Level 3 Total ( in thousands) Assets Money market funds $ 254,716 $ — $ — $ 254,716 Total financial assets $ 254,716 $ — $ — $ 254,716 Liabilities Common stock warrant liabilities (Private Placement) $ — $ — $ 25 $ 25 Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,993 5,993 Total financial liabilities $ — $ — $ 6,018 $ 6,018 |
Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable convertible preferred stock warrant liability Private placement warrant liability Earnout liability ViriCiti Earnout liability (in thousands) Fair value as of January 31, 2020 $ (2,718) $ — $ — $ — Change in fair value included in other income (expense), net (73,125) — — — 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) — Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”) — — — (3,856) Change in fair value 9,237 63,746 84,420 (2,137) Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 64,117 — — 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 January 31, 2022 $ — $ (25) $ — $ (5,993) Change in fair value included in other income (expense), net — (23) — — Effect of foreign currency translation — — — 191 Reclassification of warrants to stockholder’s equity (deficit) due to exercise — 48 — — Contingent earnout liability increase upon satisfaction of earnings goal of ViriCiti (ViriCiti Earnout) — — — (1,283) Transfer out of Level 3 upon achievement of earnings target for the earnout period — — — 7,085 Fair Value as of January 31, 2023 $ — $ — $ — $ — |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | Short-term investments consisted of the following: January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) U.S. Treasury Securities $ 105,415 $ — $ (449) $ 104,966 |
Reverse Capitalization and Bu_2
Reverse Capitalization and Business Combinations (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009) Less surrender of Switchback Founder Shares (984,706) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 _______________ (1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 (2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down. |
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, 2021 January 31, 2020 Expected volatility 84.3 % 80.5 % 58.4 % Risk-free interest rate 0.0 % 0.1 % 1.6 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (years) 0 1.4 2.0 |
Schedule of Goodwill | The following table summarizes the changes in carrying amounts of goodwill: (in thousands) Balance as of January 31, 2021 $ 1,215 Goodwill acquired with ViriCiti acquisition 62,839 Goodwill acquired with HTB acquisition 158,997 Foreign exchange fluctuations (4,567) Balance as of January 31, 2022 $ 218,484 Foreign exchange fluctuations (4,768) Balance as of January 31, 2023 $ 213,716 There was no impairment recognized for the years ended January 31, 2023, 2022, and 2021. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of intangible assets: January 31, 2023 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,738 $ (12,223) $ 78,515 10 Developed technology 18,355 (4,197) 14,158 6 $ 109,093 $ (16,420) $ 92,673 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2022 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 93,065 $ (3,223) $ 89,842 10 Developed technology 18,731 (1,364) 17,367 6 $ 111,796 $ (4,587) $ 107,209 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in carrying amounts of goodwill: (in thousands) Balance as of January 31, 2021 $ 1,215 Goodwill acquired with ViriCiti acquisition 62,839 Goodwill acquired with HTB acquisition 158,997 Foreign exchange fluctuations (4,567) Balance as of January 31, 2022 $ 218,484 Foreign exchange fluctuations (4,768) Balance as of January 31, 2023 $ 213,716 There was no impairment recognized for the years ended January 31, 2023, 2022, and 2021. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of intangible assets: January 31, 2023 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,738 $ (12,223) $ 78,515 10 Developed technology 18,355 (4,197) 14,158 6 $ 109,093 $ (16,420) $ 92,673 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2022 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 93,065 $ (3,223) $ 89,842 10 Developed technology 18,731 (1,364) 17,367 6 $ 111,796 $ (4,587) $ 107,209 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. |
Schedule of Finite-Lived Intangible Assets Amortization Expense | The following table presents the amortization expense related to intangible assets: Year ended January 31, 2023 2022 2021 (in thousands) Amortization Expense $ 11,646 $ 4,617 $ — |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the estimated aggregate amortization expense related to intangible assets: Years Ending January 31, (in thousands) 2024 $ 12,133 2025 12,133 2026 12,133 2027 12,133 2028 10,995 Thereafter 33,146 Total amortization expense $ 92,673 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: January 31, 2023 2022 (in thousands) Raw materials $ 11,509 $ 9,712 Finished goods 57,221 26,167 Total Inventories $ 68,730 $ 35,879 |
Schedule of Other Current Assets | Prepaid expense and other current assets consisted of the following: January 31, 2023 2022 (in thousands) Prepaid expense $ 48,464 $ 16,951 Other current assets 22,556 19,652 Total Prepaid Expense and Other Current Assets $ 71,020 $ 36,603 |
Schedule of Property and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life Owned and operated systems 5 to 7 years Property and equipment, net consisted of the following: January 31, 2023 2022 (in thousands) Furniture and fixtures $ 1,244 $ 903 Computers and software 7,164 6,147 Machinery and equipment 25,144 16,193 Tooling 13,782 10,572 Leasehold improvements 9,357 10,549 Owned and operated systems 24,119 22,546 Construction in progress 2,790 2,720 83,600 69,630 Less: Accumulated depreciation (43,554) (35,037) Total Property and Equipment, Net $ 40,046 $ 34,593 The following table presents the depreciation expense related to fixed assets: Year ended January 31, 2023 2022 2021 (in thousands) Depreciation Expense $ 13,404 $ 11,840 $ 10,083 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: January 31, 2023 2022 (in thousands) Accrued expenses $ 46,105 $ 31,865 Refundable customer deposits 14,551 9,409 Payroll and related expenses 21,495 16,131 Taxes payable 14,232 8,955 Other current liabilities (1) 37,100 17,968 Total Accrued and Other Current Liabilities $ 133,483 $ 84,328 _______________ (1) Beginning July 31, 2022, ViriCiti Earnout liability was reclassified from long-term liabilities to current liabilities as the Company expected the liability to be payable within twelve months of July 31, 2022. The ViriCiti Earnout liability was subsequently paid in full on March 6, 2023 (see Note 18, Subsequent Events ). |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | As of January 31, 2023 and 2022, lease balances were as follows: January 31, 2023 2022 (in thousands) Operating leases Operating lease right-of-use assets $ 22,242 $ 25,535 Operating lease liabilities, current 3,753 3,876 Operating lease liabilities, noncurrent 21,841 25,370 Total operating lease liabilities $ 25,594 $ 29,246 |
Lessee, Operating Lease, Liability, Maturity | Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2023 were as follows: (in thousands) Years Ending January 31, 2024 $ 6,657 2025 6,186 2026 4,983 2027 4,682 2028 4,087 Thereafter 6,233 Total undiscounted operating lease payments $ 32,828 Less: imputed interest (7,234) Total operating lease liabilities $ 25,594 |
Lease, Cost | Other supplemental information as of January 31, 2023 and 2022 was as follows: January 31, 2023 2022 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 5.7 6.5 Weighted-average operating lease discount rate 7.3 % 7.3 % Other supplemental cash flow information for the years ended January 31, 2023, 2022 and 2021 was as follows: Year ended January 31, 2023 2022 2021 (in thousands) Supplemental Cash Flow Information Cash paid for amounts in the measurement of operating lease liabilities $ 6,927 $ 5,164 $ 4,226 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt | The following table presents the Company’s convertible debt outstanding: January 31, 2023 Gross Debt Discount and Issuance Costs Carrying Estimated Fair Value (in thousands) 2027 Convertible Notes $ 300,000 $ (5,064) $ 294,936 $ 233,000 |
Schedule of Interest Expense, Debt | The following table presents the Company’s interest expense related to convertible debt: Year ended January 31, 2023 (in thousands) Contractual interest expense $ 8,429 Amortization of debt discount and issuance costs 965 Total interest expense $ 9,394 |
Stock Warrants and Earnout (Tab
Stock Warrants and Earnout (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
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, 2021 January 31, 2020 Expected volatility 84.3 % 80.5 % 58.4 % Risk-free interest rate 0.0 % 0.1 % 1.6 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (years) 0 1.4 2.0 |
Schedule of Warrants | January 31, 2023 Outstanding Warrants Expiration Date Number of Warrants Exercise Price Common Stock 20,922,215 $ 6.03 7/31/2030 – 8/4/2030 Common Stock 13,577,221 $ 9.04 11/16/2028 – 2/13/2029 Total outstanding common stock warrants 34,499,436 January 31, 2022 Outstanding Warrants Expiration Date Number of Warrants Exercise Price Common Stock 21,727,177 $1.25 - $6.03 3/4/2022 - 8/6/2030 Common Stock 13,811,412 $ 9.04 11/16/2028 – 2/14/2029 Total outstanding common stock warrants 35,538,589 The Private Placement Warrants were valued using the assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant. As of January 31, 2023, there were zero Private Placement Warrants outstanding. January 31, February 26, 2021 (Merger Date) Market price of public stock $ 13.85 $ 30.83 Exercise price $ 11.50 $ 11.50 Expected term (years) 4.1 5.0 Volatility 70.5 % 73.5 % Risk-free interest rate 1.0 % 0.8 % Dividend rate 0.0 % 0.0 % |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations: Year Ended January 31, 2023 2022 2021 (in thousands) Cost of revenue $ 4,351 $ 3,782 $ 115 Research and development 37,967 25,461 1,807 Sales and marketing 17,393 9,154 1,501 General and administrative 33,639 28,934 1,524 Total stock-based compensation expense $ 93,350 $ 67,331 $ 4,947 |
Share-based Payment Arrangement, Option, Activity | A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table: Number of Weighted Weighted Aggregate Outstanding as of January 31, 2022 22,200,869 $ 0.68 6.6 $ 292,362 Granted — $ — Exercised (4,201,592) $ 0.60 Cancelled (398,753) $ 0.76 Outstanding as of January 31, 2023 17,600,524 $ 0.70 5.6 $ 201,352 Options vested and expected to vest as of January 31, 2023 17,578,098 $ 0.70 5.6 $ 201,097 Exercisable as of January 31, 2023 14,356,582 $ 0.69 5.2 $ 164,436 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2023 were as follows: Year Ended January 31, 2023 Expected volatility 72.1% - 74.0% Risk-free interest rate 2.8% - 3.3% Dividend rate 0.0 % Expected term (in years) 0.3 - 4.8 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2023 were as follows: Year Ended January 31, 2023 2022 Expected volatility 64.9% - 72.2% 61.8% - 73.5% Risk-free interest rate 0.8% - 3.6% 0.1% - 0.3% Dividend rate 0.0 % 0.0 % Expected term (in years) 0.5 - 2.0 0.4 - 1.9 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of net loss before income taxes were as follows: Year Ended January 31, 2023 2022 2021 (in thousands) Domestic $ (342,999) $ (131,916) $ (197,908) Foreign (4,276) (3,255) 1,082 Net loss before income taxes $ (347,275) $ (135,171) $ (196,826) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for (benefit from) income taxes were as follows: Year Ended January 31, 2023 2022 2021 (in thousands) Current Federal $ — $ — $ — State 44 17 47 Foreign 1,345 359 151 Total current $ 1,389 $ 376 $ 198 Deferred Federal $ 1 $ (1,242) $ — State — (423) — Foreign (3,557) (1,641) — Total deferred (3,556) (3,306) — Total provision for income taxes $ (2,167) $ (2,930) $ 198 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows: Year Ended January 31, 2023 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State tax rate, net — % — % — % Warrant and earnout revaluation — % 20.9 % (7.8 %) Stock-based compensation — % 8.0 % (0.2 %) Intangible assets amortization — % 1.3 % — % Change in valuation allowance (18.9 %) (45.5 %) (13.6 %) Transaction cost — % (1.2 %) — % Research and development tax credits 0.8 % 2.8 % 1.1 % Section 162(m) executive compensation limitation (1.2) % (5.3) % — % Other (1.1) % 0.2 % (0.6) % Effective tax rate 0.6 % 2.2 % (0.1) % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2023 and 2022 were as follows: Year Ended January 31, 2023 2022 (in thousands) Deferred tax assets: Net operating losses $ 216,642 $ 199,299 Research & development credits 34,406 25,725 Deferred revenue 18,124 10,691 Accruals and reserves 16,742 10,882 Stock-based compensation 11,706 2,445 Operating lease liabilities 6,589 7,490 Capitalized research & development expense 39,761 — Total deferred tax assets 343,970 256,532 Less: valuation allowance (328,786) (240,584) Deferred tax liabilities: Depreciation and amortization (390) (177) Operating lease right-of-use assets (5,723) (6,550) Acquired intangible assets (22,058) (26,918) Total deferred tax liabilities (28,171) (33,645) Net deferred tax assets (liabilities) $ (12,987) $ (17,697) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to unrecognized tax benefits as follows: Year Ended January 31, 2023 2022 2021 (in thousands) Unrecognized tax benefits - beginning $ 19,238 $ 9,402 $ 10,153 Gross changes - prior period tax position 109 2,039 (3,620) Gross changes - current period tax position 6,415 7,797 2,869 Unrecognized tax benefits — ending $ 25,762 $ 19,238 $ 9,402 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | Revenue by geographic area based on the shipping address of the customers was as follows: Year Ended January 31, 2023 2022 2021 (in thousands) United States $ 373,736 $ 205,186 $ 131,571 Rest of World 94,358 35,820 14,919 Total revenue $ 468,094 $ 241,006 $ 146,490 |
Long-lived Assets by Geographic Areas | Long-lived assets by geographic area were as follows: January 31, 2023 2022 (in thousands) United States $ 71,032 $ 72,026 Netherlands 76,747 87,731 Rest of World 7,182 7,580 Total long-lived assets $ 154,961 $ 167,337 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share Attributable to Common Stockholders, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2023, 2022, and 2021: Year Ended January 31, 2023 2022 2021 (in thousands, except share and per share data) Numerator: Net income (loss) $ (345,108) $ (132,241) $ (197,024) Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock — — (60,377) Adjust: Cumulative dividends on redeemable convertible preferred stock — (4,292) (16,799) 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 $ (345,108) $ (299,023) $ (274,200) Less: Gain attributable to earnout shares issued — (84,420) — Less: Change in fair value of dilutive warrants — (68,223) — Net loss attributable to common stockholders - Diluted $ (345,108) $ (451,666) $ (274,200) Denominator: Weighted average common shares outstanding (1) 338,576,326 297,642,999 15,116,763 Less: Weighted-average unvested restricted shares and shares subject to repurchase (87,659) (221,030) — Weighted average shares outstanding - Basic 338,488,667 297,421,969 15,116,763 Add: Earnout Shares under the treasury stock method — 3,701,427 — Add: Public and Private Placement Warrants under the treasury stock method — 1,366,870 — Weighted average shares outstanding - Diluted 338,488,667 302,490,266 15,116,763 Net loss per share - Basic $ (1.02) $ (1.01) $ (18.14) Net loss per share - Diluted $ (1.02) $ (1.49) $ (18.14) _______________ |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: Year Ended January 31, 2023 2022 2021 Redeemable convertible preferred stock (on an as-converted basis) — — 193,037,715 2027 Convertible Notes (on an as-converted basis) 12,483,569 — — Options to purchase common stock 17,600,524 22,200,869 30,167,178 Restricted stock units 12,935,413 4,033,418 — Unvested early exercised common stock options 40,555 132,180 371,193 Redeemable convertible preferred stock warrants (on an as-converted basis) — — 2,358,546 Common stock warrants 34,499,436 35,549,024 36,402,515 Employee stock purchase plan 1,835,659 894,348 — Total potentially dilutive common share equivalents 79,395,156 62,809,839 262,337,147 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) | 1 Months Ended | |||
Feb. 26, 2021 | Feb. 28, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Accumulated deficit | $ (1,156,763,000) | $ (811,655,000) | ||
Proceeds from merger | $ 484,100,000 | |||
Cash, cash equivalents, and restricted cash and short-term investments | $ 399,500,000 | |||
Private Placement | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares sold (in shares) | 22,500,000 | |||
Consideration received on sold shares | $ 225,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk - Largest Customer | 12 Months Ended |
Jan. 31, 2023 | |
Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 10% |
Revenue | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Jan. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 264,162 | $ 315,235 | $ 145,491 | |
Restricted cash | 30,400 | 400 | 400 | |
Total cash, cash equivalents, and restricted cash | $ 294,562 | $ 315,635 | $ 145,891 | $ 73,153 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ 5,584 | $ 2,000 | $ 2,000 |
Additions Charged To Expense | 6,353 | 3,835 | 121 |
Write-offs | (1,937) | (251) | (121) |
Ending Balance | $ 10,000 | $ 5,584 | $ 2,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Tooling | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Tooling | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Owned and operated systems | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Owned and operated systems | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Leases (Details) | Jan. 31, 2023 | Jan. 31, 2022 |
Accounting Policies [Abstract] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | Accrued and other current liabilities |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired intangible assets, useful life (in years) | 6 years |
Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired intangible assets, useful life (in years) | 10 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Accounting Policies [Abstract] | |||
Goodwill | $ 213,716,000 | $ 218,484,000 | $ 1,215,000 |
Goodwill impairment | $ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Common Stock Warrant Liability (Details) - $ / shares | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Feb. 26, 2021 | Feb. 25, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 34,499,436 | 35,549,024 | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | ||
Warrants exercised (in shares) | (1,049,588) | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 10,470,562 | |||
Public Warrants | Common Class A | Switchback | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock, par value (USD per share) | $ 0.0001 | |||
Stock price of warrants (in dollars per share) | $ 11.50 | |||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 1,000,000 | 6,521,568 | ||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 0 | 10,435 | ||
Warrants exercised (in shares) | (10,435) |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Revenue (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Subscription term | 1 year |
Contract terms | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Subscription term | 5 years |
Contract terms | 90 days |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions | 12 Months Ended |
Jan. 31, 2023 USD ($) | |
Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Subscription term | 1 year |
Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Subscription term | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue expected to be recognized from remaining performance obligations | $ 222.4 |
Revenue expected to be recognized from remaining performance obligations (as percent) | 43% |
Revenue expected to be recognized from remaining performance obligations (in months) | 12 months |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | |||
Contract with customer liability | $ 198,610 | $ 146,808 | |
Contract with customer liability, revenue recognized | $ 77,142 | $ 40,934 | $ 39,400 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details) | Jan. 31, 2023 |
Accounting Policies [Abstract] | |
Capitalized contract cost, amortization period (in years) | 5 years |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Capitalized Contract Cost [Roll Forward] | |||
Beginning balance | $ 7,129 | $ 5,534 | |
Capitalization of deferred contract acquisition costs | 3,374 | 3,381 | |
Amortization of deferred contract acquisition costs | (2,361) | (1,786) | $ (1,206) |
Ending balance | $ 8,142 | $ 7,129 | $ 5,534 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Accounting Policies [Abstract] | |||
Deferred contract acquisition costs, current | $ 2,598 | $ 2,104 | |
Deferred contract acquisition costs, noncurrent | 5,544 | 5,025 | |
Total deferred contract acquisition costs | $ 8,142 | $ 7,129 | $ 5,534 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | |||
Advertising Expense | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Warranty (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | |||
Warranty expense | $ 5.4 | $ 3.8 | $ 3.4 |
Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Subscription terms (in years) | 1 year | ||
Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Subscription terms (in years) | 5 years |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Assets | ||
Total financial assets | $ 238,945 | $ 254,716 |
Liabilities | ||
Total financial liabilities | 6,018 | |
Private Placement Warrants | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 25 | |
Redeemable convertible preferred stock warrant | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 5,993 | |
Money market funds | ||
Assets | ||
Money market funds | 133,979 | 254,716 |
U.S. Treasury securities | ||
Assets | ||
Money market funds | 104,966 | |
Level 1 | ||
Assets | ||
Total financial assets | 133,979 | 254,716 |
Liabilities | ||
Total financial liabilities | 0 | |
Level 1 | Private Placement Warrants | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 0 | |
Level 1 | Redeemable convertible preferred stock warrant | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 0 | |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 133,979 | 254,716 |
Level 1 | U.S. Treasury securities | ||
Assets | ||
Money market funds | 0 | |
Level 2 | ||
Assets | ||
Total financial assets | 104,966 | 0 |
Liabilities | ||
Total financial liabilities | 0 | |
Level 2 | Private Placement Warrants | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 0 | |
Level 2 | Redeemable convertible preferred stock warrant | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 0 | |
Level 2 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 2 | U.S. Treasury securities | ||
Assets | ||
Money market funds | 104,966 | |
Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Total financial liabilities | 6,018 | |
Level 3 | Private Placement Warrants | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 25 | |
Level 3 | Redeemable convertible preferred stock warrant | ||
Liabilities | ||
Redeemable convertible preferred stock warrant liability | 5,993 | |
Level 3 | Money market funds | ||
Assets | ||
Money market funds | 0 | $ 0 |
Level 3 | U.S. Treasury securities | ||
Assets | ||
Money market funds | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Common stock and preferred stock warrants | Redeemable convertible preferred stock warrant | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 0 | $ (75,843) | $ (2,718) |
Change in fair value | 9,237 | 73,125 | |
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization | 66,606 | ||
Ending balance | 0 | 0 | (75,843) |
Common stock and preferred stock warrants | Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | (25) | 0 | 0 |
Private placement warrant liability acquired as part of the Merger | (127,888) | ||
Change in fair value | 23 | 63,746 | |
Reclassification of warrants to stockholders’ equity (deficit) due to exercise | 48 | 64,117 | |
Ending balance | 0 | (25) | 0 |
Contingent Consideration Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) | ||
Change in fair value | 84,420 | ||
Issuance of earnout shares upon triggering events | 501,120 | ||
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 | ||
Ending balance | 0 | 0 | 0 |
Contingent Consideration Liability | ViriCiti Earnout liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | (5,993) | 0 | 0 |
Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”) | (1,283) | (3,856) | |
Transfer out of Level 3 upon achievement of earnings target for the earnout period | 7,085 | ||
Change in fair value | (2,137) | ||
Ending balance | 0 | $ (5,993) | $ 0 |
Contingent Consideration Liability | Private Placement Warrants | ViriCiti Earnout liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Effect of foreign currency translation | $ 191 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of contingent earnout liability | $ 0 | $ (84,420) | $ 0 |
Short-Term Investments - Schedu
Short-Term Investments - Schedule of Short-Term Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Summary of Investment Holdings [Line Items] | |||
Fair Value | $ 104,966 | $ 0 | $ 0 |
U.S. Treasury securities | |||
Summary of Investment Holdings [Line Items] | |||
Amortized Cost | 105,415 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (449) | ||
Fair Value | $ 104,966 |
Short-Term Investments - Narrat
Short-Term Investments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Accrued interest receivable | $ 500,000 | ||
Short-term investments | 104,966,000 | $ 0 | $ 0 |
Summary of Investment Holdings [Line Items] | |||
Ending allowance for credit losses | $ 0 | ||
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Short-term investments | Short-term investments | |
U.S. Treasury securities | |||
Investments, Debt and Equity Securities [Abstract] | |||
Short-term investments | $ 104,966,000 | ||
Summary of Investment Holdings [Line Items] | |||
Gross Unrealized Losses | 449,000 | ||
Gains or losses | $ 0 |
Reverse Capitalization and Bu_3
Reverse Capitalization and Business Combinations - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 03, 2022 USD ($) | Oct. 06, 2021 USD ($) $ / shares shares | Aug. 11, 2021 USD ($) | Jun. 29, 2021 shares | Mar. 12, 2021 shares | Feb. 26, 2021 USD ($) day $ / shares shares | Feb. 28, 2021 USD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Recapitalization exchange ratio | 0.9966 | |||||||||
Founder shares surrendered (in shares) | shares | 9,000,000 | 9,000,000 | ||||||||
Earnout period (in years) | 5 years | |||||||||
Merger and PIPE financing | $ 484,100,000 | |||||||||
Transaction costs expensed | $ 0 | $ (7,031,000) | $ 0 | |||||||
Impairment of acquired intangible assets and goodwill | 0 | 0 | ||||||||
Accumulated amortization | 16,420,000 | 4,587,000 | ||||||||
Deferred tax liabilities | 12,987,000 | 17,697,000 | ||||||||
Goodwill | 213,716,000 | 218,484,000 | $ 1,215,000 | |||||||
Customer relationships | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Accumulated amortization | 12,223,000 | 3,223,000 | ||||||||
Developed technology | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Accumulated amortization | $ 4,197,000 | $ 1,364,000 | ||||||||
ViriCiti | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Cash consideration | $ 79,400,000 | |||||||||
Acquisition-related expenses | 2,300,000 | |||||||||
Goodwill | 62,800,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 3,500,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 200,000 | |||||||||
ViriCiti | Customer relationships | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Intangible assets | 17,700,000 | |||||||||
ViriCiti | Developed technology | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Intangible assets | $ 6,600,000 | |||||||||
HTB | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Cash consideration | $ 132,900,000 | |||||||||
Indemnity claim period | 18 months | |||||||||
Acquisition-related expenses | $ 2,700,000 | |||||||||
Total purchase consideration | 235,000,000 | |||||||||
Common Stock consideration | $ 102,100,000 | |||||||||
Equity transferred (in shares) | shares | 5,695,176 | |||||||||
Equity transferred (in USD per share) | $ / shares | $ 17.92 | |||||||||
Shares held in escrow (in shares) | shares | 885,692 | |||||||||
Value of shares in escrow | $ 15,900,000 | |||||||||
Goodwill | 159,000,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 2,900,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 18,300,000 | |||||||||
HTB | Customer relationships | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Intangible assets | 78,700,000 | |||||||||
HTB | Developed technology | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Intangible assets | $ 12,700,000 | |||||||||
has•to•be | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Payments for working capital adjustment | $ 2,800,000 | |||||||||
Private Placement | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Number of shares sold (in shares) | shares | 22,500,000 | |||||||||
Consideration received on sold shares | $ 225,000,000 | |||||||||
Switchback | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Recapitalization exchange ratio | 0.9966 | |||||||||
Recapitalization common stock value (in USD per share) | $ / shares | $ 10 | |||||||||
Legacy Chargepoint shares (in shares) | shares | 217,021,368 | |||||||||
Shares reserved for potential future issuance upon exercise of stock options and warrants (in shares) | shares | 68,896,516 | |||||||||
Shares reserved for potential future issuance of earnout shares (in shares) | shares | 27,000,000 | |||||||||
Founder shares surrendered (in shares) | shares | 984,706 | |||||||||
Additional earn back shares (in shares) | shares | 900,000 | |||||||||
Earn Back price trigger (USD per share) | $ / shares | $ 12 | |||||||||
Number of trading days | day | 10 | |||||||||
Number of consecutive trading days | day | 20 | |||||||||
Earnout period (in years) | 5 years | |||||||||
Merger and PIPE financing shares (in shares) | shares | 60,746,989 | |||||||||
Net cash contributions from merger | $ 511,600,000 | |||||||||
Cash - Switchback's trust and cash | 286,600,000 | |||||||||
Repurchase of common stock | 300,000 | |||||||||
Merger and PIPE financing | 225,000,000 | |||||||||
Transaction costs expensed | 36,500,000 | |||||||||
Transaction costs expensed | $ 7,000,000 | |||||||||
Switchback | Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Shares converted (in shares) | shares | 160,925,957 | |||||||||
Recapitalization exchange ratio | 1 | |||||||||
Switchback | Additional Paid-In Capital | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Reduction to APIC | $ 29,500,000 | |||||||||
Switchback | Private Placement Warrants | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Debt converted into warrants (in shares) | shares | 1,000,000 | |||||||||
Stock price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||||||
Converted instrument, principal amount | $ 1,500,000 | |||||||||
Switchback | Private Placement | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Number of shares sold (in shares) | shares | 22,500,000 | |||||||||
Purchase price per share (USD per share) | $ / shares | $ 10 | |||||||||
Consideration received on sold shares | $ 225,000,000 |
Reverse Capitalization and Bu_4
Reverse Capitalization and Business Combinations - Common Stock (Details) | 12 Months Ended | ||||
Jun. 29, 2021 shares | Mar. 12, 2021 shares | Feb. 26, 2021 shares | Jan. 31, 2023 shares | Jan. 31, 2022 shares | |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding, beginning balance (in shares) | 334,760,615 | ||||
Less redemption of Switchback shares | (4,664) | (1,588) | |||
Less surrender of Switchback Founder Shares | (9,000,000) | (9,000,000) | |||
Common stock, shares outstanding, ending balance (in shares) | 348,330,481 | 334,760,615 | |||
Common stock, shares outstanding (in shares) | 348,330,481 | 334,760,615 | |||
Recapitalization exchange ratio | 0.9966 | ||||
Switchback | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding, beginning balance (in shares) | 217,761,738 | ||||
Less surrender of Switchback Founder Shares | (984,706) | ||||
Common stock of switchback (in shares) | 38,246,989 | ||||
Shares issued in PIPE (in shares) | 22,500,000 | ||||
Merger and PIPE financing shares (in shares) | 60,746,989 | ||||
Legacy Chargepoint shares (in shares) | 217,021,368 | ||||
Common stock, shares outstanding, ending balance (in shares) | 277,768,357 | ||||
Additional earn back shares (in shares) | 900,000 | ||||
Common stock, shares outstanding (in shares) | 277,768,357 | ||||
Recapitalization exchange ratio | 0.9966 | ||||
Switchback | Switchback | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding, beginning balance (in shares) | 39,264,704 | ||||
Less redemption of Switchback shares | (33,009) | ||||
Common stock, shares outstanding (in shares) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 218,484 | $ 1,215 |
Foreign exchange fluctuations | (4,768) | (4,567) |
Ending balance | $ 213,716 | 218,484 |
ViriCiti | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 62,839 | |
HTB | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | $ 158,997 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | ||
Cost | $ 109,093 | $ 111,796 |
Accumulated amortization | (16,420) | (4,587) |
Total amortization expense | 92,673 | 107,209 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Cost | 90,738 | 93,065 |
Accumulated amortization | (12,223) | (3,223) |
Total amortization expense | $ 78,515 | $ 89,842 |
Useful life (in years) | 10 years | 10 years |
Developed technology | ||
Business Acquisition [Line Items] | ||
Cost | $ 18,355 | $ 18,731 |
Accumulated amortization | (4,197) | (1,364) |
Total amortization expense | $ 14,158 | $ 17,367 |
Useful life (in years) | 6 years | 6 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of acquired intangible assets and goodwill | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization Expense | $ 11,646 | $ 4,617 | $ 0 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Maturity of Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 12,133 | |
2025 | 12,133 | |
2026 | 12,133 | |
2027 | 12,133 | |
2028 | 10,995 | |
Thereafter | 33,146 | |
Total amortization expense | $ 92,673 | $ 107,209 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 11,509 | $ 9,712 |
Finished goods | 57,221 | 26,167 |
Total Inventories | $ 68,730 | $ 35,879 |
Balance Sheet Components Prepai
Balance Sheet Components Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expense | $ 48,464 | $ 16,951 |
Other Assets, Current | 22,556 | 19,652 |
Prepaid expenses and other current assets | $ 71,020 | $ 36,603 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 83,600 | $ 69,630 | |
Less: Accumulated depreciation | (43,554) | (35,037) | |
Total Property and Equipment, Net | 40,046 | 34,593 | |
Depreciation expense | 13,404 | 11,840 | $ 10,083 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,244 | 903 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 7,164 | 6,147 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 25,144 | 16,193 | |
Tooling | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 13,782 | 10,572 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 9,357 | 10,549 | |
Owned and operated systems | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 24,119 | 22,546 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 2,790 | $ 2,720 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 46,105 | $ 31,865 |
Refundable customer deposits | 14,551 | 9,409 |
Payroll and related expenses | 21,495 | 16,131 |
Taxes payable | 14,232 | 8,955 |
Other current liabilities(1) | 37,100 | 17,968 |
Total Accrued and Other Current Liabilities | $ 133,483 | $ 84,328 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total Accrued and Other Current Liabilities | Total Accrued and Other Current Liabilities |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Lease cost | $ 6.6 | $ 6.1 | $ 5.1 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term (in years) | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term (in years) | 5 years |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Leases [Abstract] | ||
Operating leases | $ 22,242 | $ 25,535 |
Operating lease liabilities, current | 3,753 | 3,876 |
Operating lease liabilities | 21,841 | 25,370 |
Total operating lease liabilities | $ 25,594 | $ 29,246 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 6,657 | |
2025 | 6,186 | |
2026 | 4,983 | |
2027 | 4,682 | |
2028 | 4,087 | |
Thereafter | 6,233 | |
Total undiscounted operating lease payments | 32,828 | |
Less: imputed interest | (7,234) | |
Total operating lease liabilities | $ 25,594 | $ 29,246 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) | Jan. 31, 2023 | Jan. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining operating lease term (years) | 5 years 8 months 12 days | 6 years 6 months |
Weighted-average operating lease discount rate | 7.30% | 7.30% |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Leases [Abstract] | |||
Cash paid for amounts in the measurement of operating lease liabilities | $ 6,927 | $ 5,164 | $ 4,226 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2022 USD ($) day $ / shares | Mar. 31, 2021 USD ($) | Jul. 31, 2018 USD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) | |
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt | $ 35,000,000 | |||||
Interest and prepayment fees | $ 1,200,000 | |||||
Line of Credit | Medium-term Notes | 2018 Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 45,000,000 | |||||
Gross Amount | $ 35,000,000 | |||||
Issuance costs | 1,100,000 | |||||
Net proceeds from line of credit | $ 33,900,000 | |||||
Debt maturity (in years) | 5 years | |||||
Interest expense | 0 | $ 1,500,000 | $ 3,300,000 | |||
Line of Credit | Medium-term Notes | 2018 Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 6.55% | |||||
2027 Convertible Notes (on an as-converted basis) | 2027 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Gross Amount | 300,000,000 | |||||
Carrying amount | $ 294,000,000 | $ 294,936,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 24.03 | |||||
Ratio of repurchase price to principal amount | 100% | |||||
Ratio of control price to principal amount | 125% | |||||
Interest rate, effective percentage | 3.93% | |||||
Estimated Fair Value | $ 233,000,000 | |||||
Debt Instrument, Face Amount | $ 300,000,000 | |||||
2027 Convertible Notes (on an as-converted basis) | 2027 Convertible Notes | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Threshold trading days | day | 20 | |||||
Threshold consecutive trading days | day | 30 | |||||
Threshold percentage of stock price trigger (as a percent) | 130% | |||||
2027 Convertible Notes (on an as-converted basis) | 2027 Convertible Notes | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Threshold trading days | day | 5 | |||||
Threshold consecutive trading days | day | 10 | |||||
Threshold percentage of stock price trigger (as a percent) | 98% | |||||
2027 Convertible Notes (on an as-converted basis) | 2027 Convertible Notes | Cash Interest | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 3.50% | |||||
2027 Convertible Notes (on an as-converted basis) | 2027 Convertible Notes | Paid In Kind Interest | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 5% | |||||
Secured Debt | 2027 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Maximum covenant threshold | $ 750,000,000 | |||||
Trustee percentage (as a percent) | 25% | |||||
Declare percentage | 100% |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Debt (Details) - 2027 Convertible Notes - 2027 Convertible Notes (on an as-converted basis) - USD ($) $ in Thousands | Jan. 31, 2023 | Apr. 30, 2022 |
Debt Instrument [Line Items] | ||
Gross Amount | $ 300,000 | |
Debt Discount and Issuance Costs | (5,064) | |
Carrying Amount | 294,936 | $ 294,000 |
Estimated Fair Value | $ 233,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Contractual interest expense | $ 8,429 |
Amortization of debt discount and issuance costs | 965 |
Total interest expense | $ 9,394 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 30.4 | $ 0.4 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2022 USD ($) | Jan. 31, 2023 USD ($) vote $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Jan. 31, 2021 USD ($) shares | Jul. 01, 2022 shares | Jan. 31, 2020 shares | |
Class of Stock [Line Items] | ||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $ | $ 200,466 | |||||
Common stock, shares outstanding (in shares) | shares | 348,330,481 | 334,760,615 | ||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | ||||
Common Stock, shares issued (in shares) | shares | 348,330,481 | 334,760,615 | ||||
Number of votes | vote | 1 | |||||
Issuance costs | $ | $ 0 | $ 0 | $ 4,003 | |||
At-The-Market Offering | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | |||||
Number of shares sold (in shares) | shares | 4,657,806 | |||||
Maximum consideration receivable | $ | $ 500,000 | |||||
Consideration received on sold shares | $ | $ 49,500 | |||||
Issuance costs | $ | $ 500 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Merger and PIPE financing shares (in shares) | shares | 60,746,989 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $ | $ 6 | |||||
Shares outstanding (in shares) | shares | 348,330,481 | 334,760,615 | 22,961,032 | 11,918,418 | ||
Additional Paid-In Capital | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $ | $ 200,460 |
Common Stock - Reserved for Fut
Common Stock - Reserved for Future Issuance (Details) | Jan. 31, 2023 shares |
2021 Stock Option Plan | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 39,406,473 |
Employee stock purchase plan | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 10,919,906 |
Stock Warrants and Earnout - Na
Stock Warrants and Earnout - Narrative (Details) | 12 Months Ended | |||||||||||
Jul. 06, 2021 shares | Jun. 29, 2021 $ / shares shares | Mar. 12, 2021 USD ($) shares | Feb. 26, 2021 USD ($) day $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) shares | Jan. 31, 2021 USD ($) | Feb. 21, 2022 $ / shares | Jul. 01, 2021 shares | Jun. 04, 2021 shares | Mar. 19, 2021 USD ($) shares | Feb. 25, 2021 shares | |
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 34,499,436 | 35,549,024 | ||||||||||
Warrants exercised (in shares) | (1,049,588) | |||||||||||
Earnout period (in years) | 5 years | |||||||||||
Proceeds from the exercise of public warrants | $ | $ 6,884,000 | $ 118,864,000 | $ 0 | |||||||||
Number of days determining Earnout Triggering Event | 10 years | |||||||||||
Number of consecutive days determining Earnout Triggering Event | 20 days | |||||||||||
Earnout shares (in shares) | 18,000,000 | |||||||||||
Earnout shares, net (in shares) | 8,773,596 | 17,539,657 | ||||||||||
Derivative liability | $ | $ 743,700,000 | |||||||||||
Founder shares surrendered (in shares) | 9,000,000 | 9,000,000 | ||||||||||
Gain from change in fair value | $ | $ 84,400,000 | |||||||||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | ||||||||||
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liabilities | Change in fair value of warrant liabilities | Change in fair value of warrant liabilities | |||||||||
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liabilities | Change in fair value of warrant liabilities | Change in fair value of warrant liabilities | |||||||||
Recapitalization exchange ratio | 0.9966 | |||||||||||
Private Placement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares sold (in shares) | 22,500,000 | |||||||||||
Consideration received on sold shares | $ | $ 225,000,000 | |||||||||||
Switchback | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Earnout period (in years) | 5 years | |||||||||||
Earn Back price trigger (USD per share) | $ / shares | $ 12 | |||||||||||
Founder shares surrendered (in shares) | 984,706 | |||||||||||
Recapitalization exchange ratio | 0.9966 | |||||||||||
Recapitalization common stock value (in USD per share) | $ / shares | $ 10 | |||||||||||
Legacy Chargepoint shares (in shares) | 217,021,368 | |||||||||||
Shares reserved for potential future issuance upon exercise of stock options and warrants (in shares) | 68,896,516 | |||||||||||
Shares reserved for potential future issuance of earnout shares (in shares) | 27,000,000 | |||||||||||
Additional earn back shares (in shares) | 900,000 | |||||||||||
Number of trading days | day | 10 | |||||||||||
Number of consecutive trading days | day | 20 | |||||||||||
Switchback | Private Placement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares sold (in shares) | 22,500,000 | |||||||||||
Purchase price per share (USD per share) | $ / shares | $ 10 | |||||||||||
Consideration received on sold shares | $ | $ 225,000,000 | |||||||||||
Triggering Event, $15 And $20 VWAP Per Share Thresholds | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Derivative liability | $ | $ 501,100,000 | |||||||||||
Triggering Event, $15 And $20 VWAP Per Share Thresholds | Minimum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Earn Back price trigger (USD per share) | $ / shares | $ 15 | |||||||||||
Triggering Event, $15 And $20 VWAP Per Share Thresholds | Maximum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Earn Back price trigger (USD per share) | $ / shares | 20 | |||||||||||
Triggering Event, $30 VWAP Per Share Threshold | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Derivative liability | $ | $ 242,600,000 | |||||||||||
Earn Back price trigger (USD per share) | $ / shares | $ 30 | $ 30 | ||||||||||
Earnout Triggering Event | Share Price Greater Or Equal 20 USD | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Triggering Share price | $ / shares | $ 20 | |||||||||||
Common Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 34,499,436 | |||||||||||
Earnout shares (in shares) | 27,000,000 | |||||||||||
Common Stock | Earnout Triggering Event | Share Price Greater Or Equal 30 USD | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Threshold triggering Share price | $ / shares | $ 30 | |||||||||||
Common Stock | Earnout Triggering Event | Share Price Greater Or Equal 15 USD | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Share price triggering Earnout | $ / shares | $ 15 | |||||||||||
Common Stock | Legacy Chargepoint | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Issuance of common stock upon exercise of warrants | 1,037,808 | 2,906,689 | ||||||||||
Earnout Shares | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Earnout liability fair value | $ | $ 828,200,000 | |||||||||||
Series H-1 Redeemable Convertible Preferred Stock | Switchback | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares converted (in shares) | 22,427,306 | |||||||||||
Recapitalization exchange ratio | 1 | |||||||||||
Common stock dividends (in shares) | 1,026,084 | |||||||||||
Temporary equity, accrued dividends | $ | $ 21,100,000 | |||||||||||
Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock | Switchback | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares converted (in shares) | 160,925,957 | |||||||||||
Recapitalization exchange ratio | 1 | |||||||||||
Series C Redeemable Convertible Preferred Stock | Switchback | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares converted (in shares) | 45,376 | |||||||||||
Recapitalization exchange ratio | 73.4403 | |||||||||||
Series B Convertible Redeemable Preferred Stock | Switchback | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares converted (in shares) | 130,590 | |||||||||||
Recapitalization exchange ratio | 42.9220 | |||||||||||
Series A Redeemable Convertible Preferred Stock | Switchback | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares converted (in shares) | 29,126 | |||||||||||
Recapitalization exchange ratio | 48.2529 | |||||||||||
Legacy Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 34,499,436 | 35,538,589 | ||||||||||
Warrants exercised (in shares) | (1,039,153) | |||||||||||
Legacy Warrants | Common Stock | Legacy Chargepoint | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants exercised (in shares) | (1,039,153) | (3,222,442) | ||||||||||
Private Placement Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 0 | 10,435 | ||||||||||
Warrants exercised (in shares) | (10,435) | |||||||||||
Initial measurements of fair value of warrant liability | $ | $ 127,900,000 | |||||||||||
Fair value adjustment of warrants | $ | $ 63,700,000 | |||||||||||
Proceeds from the exercise of public warrants | $ | 0 | 117,600,000 | ||||||||||
Value per common share | $ / shares | $ 0.355 | |||||||||||
Private Placement Warrants | Switchback | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Debt converted into warrants (in shares) | 1,000,000 | |||||||||||
Stock price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||||||||
Converted instrument, principal amount | $ | $ 1,500,000 | |||||||||||
Public Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 10,470,562 | |||||||||||
Initial measurements of fair value of warrant liability | $ | 153,700,000 | |||||||||||
Fair value adjustment of warrants | $ | $ 15,900,000 | |||||||||||
Number of warrants called for redemption | 244,481 | |||||||||||
Class of warrants redeemed Or called during period | 244,481 | |||||||||||
Class of warrants reedemption price per warrant | 0.01 | |||||||||||
Common stock warrant | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 35,538,589 | 34,499,436 | ||||||||||
Change in fair value of warrant liabilities | $ | $ (24,000) | 47,822,000 | $ 0 | |||||||||
Legacy Common Stock Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Proceeds from the exercise of public warrants | $ | $ 6,900,000 | $ 1,200,000 | ||||||||||
Legacy Common And Preferred Stock Warrants Classified As Equity | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 38,761,031 |
Stock Warrants and Earnout - Sc
Stock Warrants and Earnout - Schedule of Warrants Outstanding (Details) | Jan. 31, 2023 $ / shares shares | Jan. 31, 2022 $ / shares shares | Feb. 26, 2021 $ / shares shares |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | shares | 34,499,436 | 35,549,024 | |
Recapitalization exchange ratio | 0.9966 | ||
Common stock warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | shares | 34,499,436 | 35,538,589 | |
Common Stock Warrant, Expires in 2030 | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | shares | 20,922,215 | 21,727,177 | |
Stock price of warrants (in dollars per share) | $ / shares | $ 6.03 | ||
Common Stock Warrant, Expires in 2030 | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Stock price of warrants (in dollars per share) | $ / shares | $ 1.25 | ||
Common Stock Warrant, Expires in 2030 | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Stock price of warrants (in dollars per share) | $ / shares | $ 6.03 | ||
Common Stock Warrant, Expires in 2028 Through 2030 | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | shares | 13,577,221 | 13,811,412 | |
Stock price of warrants (in dollars per share) | $ / shares | $ 9.04 | $ 9.04 |
Stock Warrants and Earnout - Fa
Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details) | Jan. 31, 2023 | Jan. 31, 2022 | Mar. 12, 2021 | Feb. 26, 2021 | Jan. 31, 2021 |
Current stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Contingent earnout liability, measurement input | 27.84 | 30.83 | |||
Expected volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Contingent earnout liability, measurement input | 0.7200 | 0.7160 | |||
Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Contingent earnout liability, measurement input | 0.0085 | 0.0075 | |||
Dividend rate | |||||
Class of Warrant or Right [Line Items] | |||||
Contingent earnout liability, measurement input | 0 | 0 | |||
Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Contingent earnout liability, measurement input | 4.96 | 5 | |||
Redeemable convertible preferred stock warrant | Expected volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 0.805 | 0.843 | 0.584 | ||
Redeemable convertible preferred stock warrant | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 0.001 | 0 | 0.016 | ||
Redeemable convertible preferred stock warrant | Dividend rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 0 | 0 | 0 | ||
Redeemable convertible preferred stock warrant | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 1.4 | 0 | 2 | ||
Private Placement Warrants | Current stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 13.85 | 30.83 | |||
Private Placement Warrants | Exercise price | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 11.50 | 11.50 | |||
Private Placement Warrants | Expected volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 0.705 | 0.735 | |||
Private Placement Warrants | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 0.010 | 0.008 | |||
Private Placement Warrants | Dividend rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 0 | 0 | |||
Private Placement Warrants | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, measurement input | 4.1 | 5 |
Stock Warrants and Earnouts - W
Stock Warrants and Earnouts - Warrant Activity (Details) | 12 Months Ended | |
Jan. 31, 2023 shares | Jan. 31, 2022 shares | |
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 35,549,024 | |
Warrants exercised (in shares) | (1,049,588) | |
Outstanding at end of period (in shares) | 34,499,436 | 35,549,024 |
Recapitalization exchange ratio | 0.9966 | |
Common Stock | ||
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 34,499,436 | |
Outstanding at end of period (in shares) | 34,499,436 | |
Legacy Warrants | ||
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 35,538,589 | |
Warrants exercised (in shares) | (1,039,153) | |
Outstanding at end of period (in shares) | 34,499,436 | 35,538,589 |
Legacy Warrants | Legacy Chargepoint | Common Stock | ||
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Warrants exercised (in shares) | (1,039,153) | (3,222,442) |
Private Placement Warrants | ||
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 10,435 | |
Warrants exercised (in shares) | (10,435) | |
Outstanding at end of period (in shares) | 0 | 10,435 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 93,350 | $ 67,331 | $ 4,947 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 4,351 | 3,782 | 115 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 37,967 | 25,461 | 1,807 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 17,393 | 9,154 | 1,501 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 33,639 | $ 28,934 | $ 1,524 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 01, 2022 | Feb. 25, 2021 | Jun. 30, 2020 | Jan. 31, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Unrecognized stock-based compensation cost not yet recognized | $ 191,600 | $ 191,600 | |||||
Period for recognition (in years) | 2 years 9 months 18 days | ||||||
Number of stock options granted (in shares) | 0 | ||||||
2021 Equity Incentive Plan | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Possible increase in percent of outstanding shares (as a percent) | 1% | ||||||
Number of additional shares allowable under the plan (in shares) | 5,400,000 | ||||||
Percent of outstanding shares (as a percent) | 5% | ||||||
2021 Stock Option Plan | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Total shares of common stock reserved (in shares) | 39,406,473 | 39,406,473 | |||||
Number of stock options granted (in shares) | 0 | ||||||
2017 Stock Plan | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Total shares of common stock reserved (in shares) | 15,746,369 | ||||||
2017 Stock Plan | Chief Executive Officer | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Number of stock options granted (in shares) | 1,500,000 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 14,100 | $ 14,100 | $ 28,400 | ||||
2007 Stock Plan | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Total shares of common stock reserved (in shares) | 1,854,155 | ||||||
Employee stock purchase plan | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Eligible compensation per employee (as a percent) | 15% | 15% | |||||
Offering period (in months) | 24 months | ||||||
Purchase period (in months) | 6 months | ||||||
Purchase price of common stock, percent of fair value | 85% | ||||||
Maximum number of shares to be purchased per employee (in shares) | 10,000 | ||||||
Total shares of common stock reserved (in shares) | 10,919,906 | 10,919,906 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Purchased for Award | 607,384 | ||||||
Price per share (USD per share) | $ 14.73 | $ 14.73 | |||||
Proceeds from shares purchased | $ 8,900 | ||||||
Restricted stock units | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Granted (in dollars per share) | $ 12.72 | ||||||
Fair value of awards vested | $ 58,400 | ||||||
Options to purchase common stock | 2017 Stock Plan | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Weighted average grant date fair value (USD per share) | $ 0.94 | ||||||
Grant date fair value | $ 2,000 | $ 3,400 | $ 5,400 | ||||
Options to purchase common stock | 2017 Stock Plan | Chief Executive Officer | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Period for recognition (in years) | 1 year | ||||||
Performance Restricted Stock Units | Share-based Payment Arrangement, Tranche One | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Award Vesting Rights, Consecutive Trading Days | 20 days | ||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Target Price Per Common Share | $ 17 | ||||||
Vesting percentage (as a percent) | 25% | ||||||
Performance Restricted Stock Units | Share-Based Payment Arrangement, Tranche Two | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Target Price Per Common Share | $ 22 | ||||||
Vesting percentage (as a percent) | 35% | ||||||
Performance Restricted Stock Units | Share-Based Payment Arrangement, Tranche Three | |||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Target Price Per Common Share | $ 30 | ||||||
Vesting percentage (as a percent) | 40% |
Equity Plans and Stock-Based _5
Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 72.10% | |
Expected volatility, maximum | 74% | |
Risk-free interest rate, minimum | 2.80% | |
Risk-free interest rate, maximum | 3.30% | |
Dividend Rate | 0% | |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 64.90% | 61.80% |
Expected volatility, maximum | 72.20% | 73.50% |
Risk-free interest rate, minimum | 0.80% | 0.10% |
Risk-free interest rate, maximum | 3.60% | 0.30% |
Dividend Rate | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Term (in years) | 3 months 18 days | |
Minimum | Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Term (in years) | 6 months | 4 months 24 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Term (in years) | 4 years 9 months 18 days | |
Maximum | Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Term (in years) | 2 years | 1 year 10 months 24 days |
Equity Plans and Stock-Based _6
Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details) | 12 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Restricted stock units | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 4,033,418 |
Granted (in shares) | shares | 13,044,848 |
Vested (in shares) | shares | (3,066,215) |
Forfeited (in shares) | shares | (1,076,638) |
Outstanding, ending balance (in shares) | shares | 12,935,413 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 26.27 |
Granted (in dollars per share) | $ / shares | 12.72 |
Vested (in dollars per share) | $ / shares | 19.06 |
Forfeited (in dollars per share) | $ / shares | 17.69 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 15.02 |
Performance Restricted Stock Units | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 2,266,754 |
Forfeited (in shares) | shares | (119,388) |
Outstanding, ending balance (in shares) | shares | 2,147,366 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 10.81 |
Forfeited (in dollars per share) | $ / shares | 10.47 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 10.83 |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Number of Stock Option Awards | ||
Outstanding as of beginning of period (in shares) | 22,200,869 | |
Granted (in shares) | 0 | |
Options exercised (in shares) | (4,201,592) | |
Cancelled (in shares) | (398,753) | |
Outstanding as end of period (in shares) | 17,600,524 | 22,200,869 |
Options vested and expected to vest at end of period (in shares) | 17,578,098 | |
Exercisable at end of period (in shares) | 14,356,582 | |
Weighted Average Exercise Price | ||
Outstanding as of beginning of period (USD per share) | $ 0.68 | |
Granted (USD per share) | 0 | |
Options exercised (USD per share) | 0.60 | |
Cancelled (USD per share) | 0.76 | |
Outstanding as of end of period (USD per share) | 0.70 | $ 0.68 |
Options vested and expected to vest as of end of period (USD per share) | 0.70 | |
Exercisable as of end of period (USD per share) | $ 0.69 | |
Weighted Average Remaining Contractual term (in years) | ||
Outstanding (in years) | 5 years 7 months 6 days | 6 years 7 months 6 days |
Options vested and expected to ves (in years) | 5 years 7 months 6 days | |
Exercisable (in years) | 5 years 2 months 12 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 201,352,000 | $ 292,362,000 |
Options vested and expected to vest | 201,097,000 | |
Exercisable | $ 164,436,000 |
Equity Plans and Stock-Based _8
Equity Plans and Stock-Based Compensation - Valuation Assumptions (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility, minimum | 72.10% |
Expected volatility, maximum | 74% |
Risk-free interest rate, maximum | 3.30% |
Risk-free interest rate, minimum | 2.80% |
Dividend Rate | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Term (in years) | 3 months 18 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Term (in years) | 4 years 9 months 18 days |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Loss before income taxes | |||
Domestic | $ (342,999) | $ (131,916) | $ (197,908) |
Foreign | (4,276) | (3,255) | 1,082 |
Net loss before income taxes | $ (347,275) | $ (135,171) | $ (196,826) |
Income Taxes - Components of th
Income Taxes - Components of the Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 44 | 17 | 47 |
Foreign | 1,345 | 359 | 151 |
Total current | 1,389 | 376 | 198 |
Deferred | |||
Federal | 1 | (1,242) | 0 |
State | 0 | (423) | 0 |
Foreign | (3,557) | (1,641) | 0 |
Total deferred | (3,556) | (3,306) | 0 |
Total provision for income taxes | $ (2,167) | $ (2,930) | $ 198 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | 21% | 21% | 21% |
State tax rate, net | 0% | 0% | 0% |
Warrant and earnout revaluation | 0% | 20.90% | (7.80%) |
Stock-based compensation | 0% | 8% | (0.20%) |
Intangible assets amortization | 0% | 1.30% | 0% |
Change in valuation allowance | (18.90%) | (45.50%) | (13.60%) |
Transaction cost | 0% | (1.20%) | 0% |
Research and development tax credits | 0.80% | 2.80% | 1.10% |
Section 162(m) executive compensation limitation | (1.20%) | (5.30%) | 0% |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (1.10%) | ||
Other | 0.20% | (0.60%) | |
Effective tax rate | 0.60% | 2.20% | (0.10%) |
Income Taxes - Components of _2
Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 216,642 | $ 199,299 |
Research & development credits | 34,406 | 25,725 |
Deferred revenue | 18,124 | 10,691 |
Accruals and reserves | 16,742 | 10,882 |
Stock-based compensation | 11,706 | 2,445 |
Operating lease liabilities | 6,589 | 7,490 |
Capitalized research & development expense | 39,761 | 0 |
Total deferred tax assets | 343,970 | 256,532 |
Less: valuation allowance | (328,786) | (240,584) |
Deferred tax liabilities: | ||
Depreciation and amortization | (390) | (177) |
Operating lease right-of-use assets | (5,723) | (6,550) |
Acquired intangible assets | (22,058) | (26,918) |
Total deferred tax liabilities | (28,171) | (33,645) |
Net deferred tax liabilities | $ (12,987) | $ (17,697) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 01, 2022 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Increase in valuation allowance | $ 88,200 | $ 89,600 | $ 16,700 | ||
Operating Loss Carryforwards [Line Items] | |||||
Indefinite domestic operating loss carryforward | 604,300 | ||||
Unrecognized tax benefits | 25,762 | 19,238 | $ 9,402 | $ 10,153 | |
Tax Cuts And Jobs Act | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred Tax Liabilities, Deferred Expense, Capitalized Research and Development Costs | $ 39,800 | ||||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 793,100 | 371,100 | |||
Research tax credit carryforward | 33,100 | $ 30,700 | |||
Operating loss carryforward subject to expiration | 17,100 | ||||
California | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforward subject to expiration | 17,900 | ||||
Other States | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 313,800 | ||||
Operating loss carryforward subject to expiration | $ 4,700 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits - beginning | $ 19,238 | $ 9,402 | $ 10,153 |
Gross changes - prior period tax position | 109 | 2,039 | |
Gross changes - prior period tax position | (3,620) | ||
Gross changes - current period tax position | 6,415 | 7,797 | 2,869 |
Unrecognized tax benefits — ending | $ 25,762 | $ 19,238 | $ 9,402 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 468,094 | $ 241,006 | $ 146,490 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 373,736 | 205,186 | 131,571 |
Rest of World | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 94,358 | $ 35,820 | $ 14,919 |
Geographic Information - Long-L
Geographic Information - Long-Lived Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Long Lived Assets Held-for-sale [Line Items] | ||
Total long-lived assets | $ 154,961 | $ 167,337 |
United States | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total long-lived assets | 71,032 | 72,026 |
Netherlands | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total long-lived assets | 76,747 | 87,731 |
Rest of World | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total long-lived assets | $ 7,182 | $ 7,580 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Numerator: | |||
Net income (loss) | $ (345,108,000) | $ (132,241,000) | $ (197,024,000) |
Accretion of beneficial conversion feature of redeemable convertible preferred stock | 0 | 0 | (60,377,000) |
Cumulative undeclared dividends on redeemable convertible preferred stock | 0 | (4,292,000) | (16,799,000) |
Deemed dividends attributable to vested option holders | 0 | (51,855,000) | 0 |
Deemed dividends attributable to common stock warrant holders | 0 | (110,635,000) | 0 |
Net loss attributable to common stockholders - Basic | (345,108,000) | (299,023,000) | (274,200,000) |
Gain attributable to earnout shares issued | 0 | (84,420,000) | 0 |
Change in fair value of dilutive warrants | 0 | (68,223,000) | 0 |
Net loss attributable to common stockholders - Diluted | $ (345,108,000) | $ (451,666,000) | $ (274,200,000) |
Denominator: | |||
Weighted average common shares outstanding (in shares) | 338,576,326 | 297,642,999 | 15,116,763 |
Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares) | (87,659) | (221,030) | 0 |
Weighted average shares outstanding - Basic (in shares) | 338,488,667 | 297,421,969 | 15,116,763 |
Add: Earnout Shares under the treasury stock method (in shares) | 0 | 3,701,427 | 0 |
Add: Public and Private Placement Warrants under the treasury stock method (in shares) | 0 | 1,366,870 | 0 |
Weighted average shares outstanding - Diluted (in shares) | 338,488,667 | 302,490,266 | 15,116,763 |
Net loss per share - Basic (USD per share) | $ (1.02) | $ (1.01) | $ (18.14) |
Net loss per share - Diluted (USD per share) | $ (1.02) | $ (1.49) | $ (18.14) |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 79,395,156 | 62,809,839 | 262,337,147 |
Redeemable convertible preferred stock (on an as-converted basis) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 0 | 0 | 193,037,715 |
2027 Convertible Notes (on an as-converted basis) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 12,483,569 | 0 | 0 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 17,600,524 | 22,200,869 | 30,167,178 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 12,935,413 | 4,033,418 | 0 |
Unvested early exercised common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 40,555 | 132,180 | 371,193 |
Redeemable convertible preferred stock warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 0 | 0 | 2,358,546 |
Common stock warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 34,499,436 | 35,549,024 | 36,402,515 |
Employee stock purchase plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 1,835,659 | 894,348 | 0 |
Basic and Diluted Net Loss pe_5
Basic and Diluted Net Loss per Share - Narrative (Details) | Jan. 31, 2022 |
Earnings Per Share [Abstract] | |
Recapitalization exchange ratio | 0.9966 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 12 Months Ended |
Jan. 31, 2023 USD ($) | |
Retirement Benefits [Abstract] | |
401(K) contributions by employer | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2023 USD ($) | |
ViriCiti Earnout liability | Level 3 | Contingent Consideration Liability | |
Subsequent Event [Line Items] | |
Transfer out of Level 3 upon achievement of earnings target for the earnout period | $ 7,085 |