Cover
Cover - shares | 3 Months Ended | |
Apr. 30, 2024 | May 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39004 | |
Entity Registrant Name | ChargePoint Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1747686 | |
Entity Address, Address Line One | 240 East Hacienda Avenue | |
Entity Address, City or Town | Campbell | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95008 | |
City Area Code | 408 | |
Local Phone Number | 841-4500 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | CHPT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 425,303,705 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2025 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --01-31 | |
Entity Central Index Key | 0001777393 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Current assets: | ||
Cash and cash equivalents | $ 261,859 | $ 327,410 |
Restricted cash | 30,400 | 30,400 |
Accounts receivable, net of allowance of $14,036 as of April 30, 2024 and $14,000 as of January 31, 2024 | 117,798 | 124,049 |
Inventories | 223,557 | 198,580 |
Prepaid expenses and other current assets | 64,673 | 62,244 |
Total current assets | 698,287 | 742,683 |
Property and equipment, net | 41,014 | 42,446 |
Intangible assets, net | 76,964 | 80,555 |
Operating lease right-of-use assets | 14,597 | 15,362 |
Goodwill | 212,385 | 213,750 |
Other assets | 7,985 | 8,567 |
Total assets | 1,051,232 | 1,103,363 |
Current liabilities: | ||
Accounts payable | 84,062 | 71,081 |
Accrued and other current liabilities | 141,108 | 159,104 |
Deferred revenue | 102,615 | 99,968 |
Total current liabilities | 327,785 | 330,153 |
Deferred revenue, noncurrent | 132,080 | 131,471 |
Debt, noncurrent | 284,689 | 283,704 |
Operating lease liabilities | 16,312 | 17,350 |
Deferred tax liabilities | 10,872 | 11,252 |
Other long-term liabilities | 1,570 | 1,757 |
Total liabilities | 773,308 | 775,687 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Common stock: $0.0001 par value; 1,000,000,000 shares authorized as of April 30, 2024 and January 31, 2024; 425,133,634 and 421,116,720 shares issued and outstanding as of April 30, 2024 and January 31, 2024, respectively | 43 | 42 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of April 30, 2024 and January 31, 2024; 0 issued and outstanding as of April 30, 2024 and January 31, 2024 | 0 | 0 |
Additional paid-in capital | 1,982,052 | 1,957,932 |
Accumulated other comprehensive loss | (18,000) | (15,926) |
Accumulated deficit | (1,686,171) | (1,614,372) |
Total stockholders’ equity | 277,924 | 327,676 |
Total liabilities and stockholders’ equity | $ 1,051,232 | $ 1,103,363 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Current assets: | ||
Allowance for credit loss | $ 14,036 | $ 14,000 |
Stockholders’ equity: | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 425,133,634 | 421,116,720 |
Common stock, shares outstanding (in shares) | 425,133,634 | 421,116,720 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Revenue | ||
Total revenue | $ 107,042 | $ 130,030 |
Cost of revenue | ||
Total cost of revenue | 83,432 | 99,495 |
Gross profit | 23,610 | 30,535 |
Operating expenses | ||
Research and development | 36,052 | 49,396 |
Sales and marketing | 35,000 | 37,041 |
General and administrative | 19,697 | 24,020 |
Total operating expenses | 90,749 | 110,457 |
Loss from operations | (67,139) | (79,922) |
Interest income | 3,209 | 2,460 |
Interest expense | (6,611) | (2,926) |
Other income (expense), net | (850) | 573 |
Net loss before income taxes | (71,391) | (79,815) |
Provision for (benefit from) income taxes | 408 | (427) |
Net loss | $ (71,799) | $ (79,388) |
Weighted average shares outstanding - basic (in shares) | 423,290,222 | 350,043,454 |
Weighted average shares outstanding - diluted (in shares) | 423,290,222 | 350,043,454 |
Net loss per share - basic (in USD per share) | $ (0.17) | $ (0.23) |
Net loss per share - diluted (in USD per share) | $ (0.17) | $ (0.23) |
Networked charging systems | ||
Revenue | ||
Total revenue | $ 65,374 | $ 98,320 |
Cost of revenue | ||
Total cost of revenue | 61,066 | 80,922 |
Subscriptions | ||
Revenue | ||
Total revenue | 33,444 | 26,365 |
Cost of revenue | ||
Total cost of revenue | 17,742 | 14,804 |
Other | ||
Revenue | ||
Total revenue | 8,224 | 5,345 |
Cost of revenue | ||
Total cost of revenue | $ 4,624 | $ 3,769 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (71,799) | $ (79,388) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (2,074) | 4,142 |
Reclassification adjustment for net realized gains on short-term investments included in net income, net of tax | 0 | 449 |
Other comprehensive income (loss) | (2,074) | 4,591 |
Comprehensive loss | $ (73,873) | $ (74,797) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Common stock, shares outstanding, beginning balance (in shares) at Jan. 31, 2023 | 348,330,481 | ||||
Beginning balance at Jan. 31, 2023 | $ 354,992 | $ 35 | $ 1,528,104 | $ (16,384) | $ (1,156,763) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 2,278,764 | ||||
Issuance of common stock under stock plans, net of tax withholding | 915 | 915 | |||
Issuance of common stock upon ESPP purchase (in shares) | 562,829 | ||||
Issuance of common stock upon ESPP purchase | 4,875 | 4,875 | |||
Issuance of common stock in connection with ATM offerings, net of issuance costs (in shares) | 1,909,028 | ||||
Issuance of common stock in connection with ATM offerings, net of issuance costs | 17,516 | 17,516 | |||
Vesting of early exercised stock options | 14 | 14 | |||
Stock-based compensation | 23,964 | 23,964 | |||
Net loss | (79,388) | (79,388) | |||
Other comprehensive income (loss) | 4,591 | 4,591 | |||
Common stock, shares outstanding, ending balance (in shares) at Apr. 30, 2023 | 353,081,102 | ||||
Ending balance at Apr. 30, 2023 | $ 327,479 | $ 35 | 1,575,388 | (11,793) | (1,236,151) |
Common stock, shares outstanding, beginning balance (in shares) at Jan. 31, 2024 | 421,116,720 | 421,116,720 | |||
Beginning balance at Jan. 31, 2024 | $ 327,676 | $ 42 | 1,957,932 | (15,926) | (1,614,372) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plans, net of tax withholding (in shares) | 2,163,379 | ||||
Issuance of common stock under stock plans, net of tax withholding | 498 | 497 | |||
Issuance of common stock upon ESPP purchase (in shares) | 1,853,535 | ||||
Issuance of common stock upon ESPP purchase | 3,025 | 3,025 | |||
Stock-based compensation | 20,598 | 20,598 | |||
Net loss | (71,799) | (71,799) | |||
Other comprehensive income (loss) | $ (2,074) | (2,074) | |||
Common stock, shares outstanding, ending balance (in shares) at Apr. 30, 2024 | 425,133,634 | 425,133,634 | |||
Ending balance at Apr. 30, 2024 | $ 277,924 | $ 43 | $ 1,982,052 | $ (18,000) | $ (1,686,171) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (71,799) | $ (79,388) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,445 | 7,053 |
Non-cash operating lease cost | 941 | 1,090 |
Stock-based compensation | 21,599 | 23,964 |
Amortization of deferred contract acquisition costs | 785 | 675 |
Reserves and other | 8,842 | 3,880 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 4,783 | (1,991) |
Inventories | (24,977) | (53,136) |
Prepaid expenses and other assets | (2,879) | (17,880) |
Accounts payable, operating lease liabilities, and accrued and other liabilities | (10,792) | 4,934 |
Deferred revenue | 3,510 | 6,554 |
Net cash used in operating activities | (62,542) | (104,245) |
Cash flows from investing activities | ||
Purchases of property and equipment | (3,468) | (5,840) |
Maturities of investments | 0 | 105,000 |
Net cash provided by (used in) investing activities | (3,468) | 99,160 |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock under employee equity plans, net of tax withholding | 3,525 | 5,790 |
Proceeds from issuance of common stock in connection with ATM offerings, net of issuance costs | 0 | 17,516 |
Change in driver funds and amounts due to customers | (2,483) | 3,990 |
Settlement of contingent earnout liability | 0 | (3,537) |
Net cash provided by financing activities | 1,042 | 23,759 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (583) | 511 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (65,551) | 19,185 |
Cash, cash equivalents, and restricted cash at beginning of period | 357,810 | 294,562 |
Cash, cash equivalents, and restricted cash at end of period | 292,259 | 313,747 |
Supplementary cash flow information | ||
Cash paid for interest | 10,214 | 5,250 |
Cash paid for taxes | 907 | 325 |
Supplementary cash flow information on noncash investing and financing activities | ||
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities | 1,659 | 1,824 |
Vesting of early exercised stock options | $ 0 | $ 14 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation ChargePoint Holdings, Inc. (“ChargePoint” or the “Company,” “it,” “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”), connected through cloud-based services (“Cloud” or “Cloud Services”) which (i) enable charging system owners, or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and authenticate Networked Charging Systems, and to transact EV charging sessions on those systems. ChargePoint’s Networked Charging Systems, subscriptions and other offerings provide an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems. This network also provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities. In addition, the Company offers a range of extended warranties (“Assure”), as well as its ChargePoint as a Service (“CPaaS”) program which bundles use of ChargePoint owned and operated systems with Cloud Services, Assure and other benefits into one subscription. The Company’s fiscal year ends on January 31. References to fiscal year 2024 relate to the fiscal year ended January 31, 2024 and to fiscal year 2025 refer to the fiscal year ending January 31, 2025. Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended January 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of January 31, 2024, included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of April 30, 2024, the results of operations for the three months ended April 30, 2024 and 2023, and cash flows for the three months ended April 30, 2024 and 2023. The results of operations for the three months ended April 30, 2024, are not necessarily indicative of the results that may be expected for the year ending January 31, 2025. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of April 30, 2024, the Company had an accumulated deficit of $1,686.2 million. The Company has funded its operations primarily with proceeds from customer payments, the issuance of redeemable convertible preferred stock, convertible notes, exercise proceeds from options and warrants, borrowings under loan facilities, proceeds from sale of Common Stock under the ATM Facility (as defined in Note 8, Common Stock ), and proceeds from the Reverse Recapitalization (as defined below). The Company had cash, cash equivalents and restricted cash of $292.3 million as of April 30, 2024. Cash outflow from operations was $62.5 million and $104.2 million for the three months ended April 30, 2024 and 2023, respectively. As of June 6, 2024, the date on which these condensed consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months. The Company’s assessment of the period of time its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its acquisitions, infrastructure and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its Networked Charging Systems and Cloud Services platform, and the overall market acceptance of EVs. The Company has and may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. If additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, the Company may need to reorganize its operations including through further reductions in its workforce and its business, operating results and financial condition would be materially adversely affected. Reverse Recapitalization On February 26, 2021, Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback Energy Acquisition Corporation (“Switchback”), merged with ChargePoint, Inc. (“Legacy ChargePoint”), with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback (the “Merger”). The Merger was accounted for as a reverse capitalization in accordance with U.S. GAAP (“Reverse Recapitalization”). As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger (the “Closing”), Legacy ChargePoint’s outstanding series of redeemable convertible preferred stock were converted to Legacy ChargePoint common stock, which then converted to the Company’s common stock (“Common Stock”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of January 31, 2024 and 2023 and for the years ended January 31, 2024, 2023 and 2022 included in ChargePoint’s Annual Report on Form 10-K filed with the SEC on April 1, 2024. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, loss on purchase commitment, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts across large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash deposit balances may be in excess of federal insurance limits. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of April 30, 2024, no customer individually accounted for 10% or more of accounts receivable, net. As of January 31, 2024, one customer individually accounted for 10% or more of accounts receivable, net. For the three months ended April 30, 2024, no customer individually represented 10% or more of total revenue. For the three months ended April 30, 2023, one customer individually represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s business, operating results and financial condition. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief decision maker (“CODM”). The Company operates as one operating segment because its Chief Executive Officer, as the Company’s CODM, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. Restricted cash relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the condensed consolidated statements of cash flows was as follows: April 30, January 31, (in thousands) Cash and cash equivalents $ 261,859 $ 327,410 Restricted cash 30,400 30,400 Total cash, cash equivalents, and restricted cash $ 292,259 $ 357,810 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. Accounting Pronouncements Recent Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” (“ASU 2023-07”) which amends and enhances the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company plans to adopt ASU 2023-07 and conform with applicable disclosures retrospectively when it becomes mandatorily effective for the Annual Report on Form 10-K for the year ending January 31, 2025. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as further disaggregation on income taxes paid disclosure by federal, state, and foreign taxes. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the condensed consolidated financial statements and related disclosures. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Apr. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the changes in carrying amounts of goodwill (in thousands): Balance as of January 31, 2024 $ 213,750 Foreign exchange fluctuations (1,365) Balance as of April 30, 2024 $ 212,385 There was no impairment recognized for the three months ended April 30, 2024 and 2023. The following table presents the details of intangible assets: April 30, 2024 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,089 $ (23,399) $ 66,690 10 Developed technology 18,250 (7,976) 10,274 6 $ 108,339 $ (31,375) $ 76,964 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2024 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,755 $ (21,301) $ 69,454 10 Developed technology 18,358 (7,257) 11,101 6 $ 109,113 $ (28,558) $ 80,555 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the condensed consolidated statements of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st. Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. The following table presents the amortization expense related to intangible assets: Three Months Ended April 30, 2024 2023 (in thousands) Amortization expense $ 3,024 $ 3,037 |
Composition of Certain Financia
Composition of Certain Financial Statement Items | 3 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Financial Statement Items | Composition of Certain Financial Statement Items Inventories Inventories consisted of the following: April 30, January 31, (in thousands) Raw materials $ 3,208 $ 5,322 Finished goods and components 220,349 193,258 Total Inventories $ 223,557 $ 198,580 Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following: April 30, January 31, (in thousands) Prepaid expense $ 45,979 $ 43,389 Other current assets 18,694 18,855 Total Prepaid Expense and Other Current Assets $ 64,673 $ 62,244 Property and Equipment, net Property and equipment, net consisted of the following: April 30, January 31, (in thousands) Furniture and fixtures $ 1,710 $ 1,718 Computers and software 9,352 8,520 Machinery and equipment 37,673 35,954 Tooling 16,006 15,852 Leasehold improvements 9,347 9,828 Owned and operated systems 28,607 27,723 Construction in progress 1,545 2,310 104,240 101,905 Less: Accumulated depreciation (63,226) (59,459) Total Property and Equipment, Net $ 41,014 $ 42,446 The following table presents the depreciation expense: Three Months Ended 2024 2023 (in thousands) Depreciation expense 4,421 4,016 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: April 30, January 31, (in thousands) Accrued expenses $ 40,063 $ 51,399 Accrued losses on purchase commitments 29,437 30,054 Refundable customer deposits 16,711 16,588 Payroll and related expenses 14,146 16,018 Other current liabilities 40,751 45,045 Total Accrued and Other Current Liabilities $ 141,108 $ 159,104 Revenue Revenue consisted of the following: Three Months Ended 2024 2023 (in thousands) United States $ 78,814 $ 97,132 Rest of World 28,228 32,898 Total revenue $ 107,042 $ 130,030 Deferred Revenue The following table shows the total deferred revenue for each period presented. April 30, January 31, (in thousands) Deferred revenue 234,695 231,439 The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period. Three Months Ended 2024 2023 (in thousands) Deferred revenue recognized $ 31,803 $ 26,014 Remaining Performance Obligations Remaining performance obligations represent the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods. Revenue expected to be recognized from remaining performance obligations was $258.0 million as of April 30, 2024, of which 43% is expected to be recognized over the next twelve months. |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Apr. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges January 2024 Reorganization In January 2024, the Company implemented a reorganization plan to reduce its operating expenses and further increase efficiencies (the “January 2024 Reorganization”). The January 2024 Reorganization entailed a reduction in force of approximately 223 employees, or 12% of the Company’s global workforce at the time and other actions to reduce expenses. As a result, in the fourth quarter of fiscal year 2024, the Company incurred $9.9 million of employee severance, termination and employment-related exit costs and $2.7 million of facility exit costs, including impairment charges and accelerated depreciation of right-of-use assets. During the three months ended April 30, 2024, no further restructuring charges related to the January 2024 Reorganization were incurred. The following table summarizes the charges by line item within the Company’s consolidated statements of operations where they were recorded in the fiscal year ended January 31, 2024: Severance and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 632 $ — $ 632 Research and development 7,540 — 7,540 Sales and marketing 500 — 500 General and administrative 1,274 2,708 3,982 Total $ 9,946 $ 2,708 $ 12,654 During the three months ended April 30, 2024, changes to the restructuring-related liabilities were primarily due to cash disbursements of severance and employment-related exit costs. As of April 30, 2024, there were $3.0 million of restructuring-related liabilities, including $2.6 million in severance and employment-related exit costs and $0.4 million in facility exit cost. As of January 31, 2024, restructuring-related liabilities were $10.6 million, including $10.2 million in severance and employment-related exit costs and $0.4 million in facility exit costs. September 2023 Reorganization In September 2023, the Company implemented a reorganization plan to reduce its operating expenses and increase efficiencies (the “September 2023 Reorganization”). The September 2023 Reorganization entailed a reduction in force of approximately 168 employees, or 10% of the Company’s global workforce at the time and other actions to reduce expense. As a result, in the third quarter of fiscal year 2024, the Company incurred $15.6 million of employee severance and employment-related termination costs, and facility and other contract termination charges. During the three months ended April 30, 2024, no further restructuring charges related to the September 2023 Reorganization were incurred. The following table summarizes the charges by line item within the Company’s consolidated statements of operations where they were recorded in the fiscal year ended January 31, 2024: Severance and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 996 $ — $ 996 Research and development 4,183 — 4,183 Sales and marketing 1,343 — 1,343 General and administrative 890 8,189 9,079 Total $ 7,412 $ 8,189 $ 15,601 During the three months ended April 30, 2024, changes to the restructuring-related liabilities were primarily due to cash disbursements of severance and employment-related exit costs. As of April 30, 2024, there were $0.4 million in restructuring-related liabilities. As of January 31, 2024, there were $0.5 million restructuring-related liabilities. |
Debt
Debt | 3 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the Company’s convertible debt outstanding: April 30, January 31, 2024 (in thousands) Gross amount $ 300,000 $ 300,000 Debt discount and issuance costs (15,311) (16,296) Carrying amount $ 284,689 $ 283,704 Estimated fair value (Level 2 Inputs) $ 197,000 $ 211,000 The following table presents the Company’s interest expense: Three Months Ended 2024 2023 (in thousands) 2028 Convertible Notes Contractual interest expense $ 5,265 $ 2,625 Amortization of debt discount and issuance costs 985 301 2027 Revolving Credit Facility Amortization of debt issuance costs 211 — Commitment fees 150 — Total interest expense $ 6,611 $ 2,926 2028 Convertible Notes In April 2022, the Company completed a private placement of $300.0 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (the “Original Convertible Notes”), the terms of which were amended in October 2023, as described below (the “Notes Amendment”). Prior to the Notes Amendment, the maturity date of the Original Convertible Notes was April 1, 2027. The Original Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act . The net proceeds from the sale of the Original Convertible Notes were approximately $294.0 million after deducting initial purchaser discounts and commissions and the Company’s offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the Original Convertible Notes. The Company expects to use the net proceeds for general corporate purposes. Prior to the Notes Amendment, the Original Convertible Notes bore interest at 3.50% per annum, to the extent paid in cash (“Cash Interest”), or 5.00% per annum, to the extent paid in kind through the issuance of additional Original 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 Original Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s Common Stock or a combination thereof, at the Company’s election. The initial conversion rate was 41.6119 shares per $1,000 principal amount of the Original Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $24.03 per share. Under the terms of the Original Convertible Notes, prior to January 1, 2027, the Original Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after January 1, 2027, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Original Convertible Notes. Holders of the Original Convertible Notes may convert all or a portion of their Original Convertible Notes prior to the close of business on January 1, 2027, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter 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 Original Convertible Notes on each applicable trading day; • during the five business day period after any ten consecutive trading days in which, if the trading price per $1,000 principal amount of Original Convertible Notes for each trading day of such ten consecutive trading day period is less than 98% of the product of the Company’s closing Common Stock price and the conversion rate of the Original Convertible Notes on each such trading day; • if the Company calls the Original Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; 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 Original Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after April 21, 2025, and before the 41st scheduled trading day immediately before the maturity date. The redemption price will be equal to the aggregate principal amount of the Original Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its Original Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if the Original Convertible Notes are converted after they are called for redemption. Additionally, if the Company undergoes a fundamental change or a change in control transaction (each such term as defined in the indenture governing the Original Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Original Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the Original Convertible Notes, while the change in control repurchase price will be 125% of the capitalized principal amount of the Original Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Original Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $750.0 million. In addition, the indenture governing the Original Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Original Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Original Convertible Notes to be due and payable immediately. On October 24, 2023, the Original Convertible Notes were amended to (1) extend the maturity date from April 1, 2027 to April 1, 2028, (2) increase the Cash Interest rate to 7.0% from 3.5% and PIK Interest rate to 8.5% from 5.0%, (3) increase the initial conversion rate to 83.333 shares per $1,000 principal amount of the convertible notes from 41.6119 shares per $1,000 principal amount of the convertible notes, which represented a revised initial conversion price of approximately $12.00 per share, and (4) revise the make-whole table to reflect the revised terms of the convertible notes (herein, “2028 Convertible Notes”). Other than those previously stated, the terms of the 2028 Convertible Notes are not substantially different from the terms of Original Convertible Notes. The Company assessed the Notes Amendment for a debt extinguishment or modification in accordance with ASC 470-50, Debt Modifications and Extinguishments . As both the change in net present value of future cash flows of the 2028 Convertible Notes to that of the Original Convertible Notes and the change in fair value of the embedded conversion option of the 2028 Convertible Notes to that of the carrying value of the Original Convertible Notes immediately before modification resulted in a less than 10% change, the amendment is regarded as a modification. The resulting increase in fair value of the embedded conversion option is recorded as an increase in debt discount, a contra-liability account, as well as the corresponding entry to additional paid-in-capital, in the condensed consolidated balance sheets. Legal fees and other costs incurred with third parties that were directly related to the debt modification were expensed as incurred. As of April 30, 2024, the effective interest rate on the 2028 Convertible Notes was approximately 8.59%. Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the 2028 Convertible Notes, which approximates the effective interest method. The estimated fair value of the 2028 Convertible Notes, valued using Level 2 fair value inputs, as of April 30, 2024 and January 31, 2024 was $197.0 million and $211.0 million, respectively. 2027 Revolving Credit Facility On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company, ChargePoint, Inc. (the “Borrower”), certain subsidiaries of the Borrower as guarantors (the “Subsidiary Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”). Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $150.0 million, subject to obtaining the consent of the lenders participating in any such increase. Up to $100.0 million of the 2027 Revolving Credit Facility may be used for the issuance of letters of credit. The obligations of the Borrower under the Credit Agreement are guaranteed by the Company and the Subsidiary Guarantors and secured by a first priority pledge of the equity securities of the Borrower and certain of its subsidiaries and first priority security interests in substantially all tangible and intangible personal property, including intellectual property, of the Company, the Borrower and each Subsidiary Guarantor, subject to customary exceptions and limitations. The Credit Agreement contains negative covenants that, among other things, restrict the ability of the Company, the Borrower and its subsidiaries, as applicable, to incur additional indebtedness, incur additional liens, make investments or acquisitions, make dividends, distributions, or other restricted payments, dispose of property, and enter into transactions with affiliates, in each case subject to certain dollar baskets and customary carveouts, as well as customary events of default. In addition, the Credit Agreement requires the Borrower to comply with a minimum total liquidity covenant to be not less than 150% of the aggregate amount of the lender’s commitment under the Credit Agreement (“Total Liquidity”) which requires the Borrower to maintain, at all times, Total Liquidity equal to the sum of cash and cash equivalents held by the Borrower and the other loan parties at controlled accounts with the initial lenders under the Credit Agreement plus the aggregate unused amount of the commitments then available to be drawn under the 2027 Revolving Credit Facility. Borrowings under the 2027 Revolving Credit Facility may be denominated in U.S. dollars, Euros, or Pound Sterling. At the Company’s option, borrowings may bear interest at a rate per annum equal to either (a) an alternate base rate (for borrowings in U.S. dollars) plus a rate per annum of 1.75%, (b) an adjusted SOFR term rate (for borrowings in U.S. dollars) plus a rate per annum of 2.75%, (c) an adjusted EURIBOR rate (for borrowings in Euros) plus a rate per annum of 2.75%, or (d) a daily simple “risk-free” rate (for borrowings in Pounds Sterling) plus a rate per annum of 2.75%. The Company will pay commitment fees on the average daily unused amount of the 2027 Revolving Credit Facility at a rate per annum of 0.40%. In addition, the Company will also pay participation fees on the average daily undrawn amount of outstanding letters of credit at a rate per annum of 2.25%. In October 2023, the Company entered into an amendment to the Credit Agreement to, among other things, permit the Company to complete the Notes Amendment (as described above). As of April 30, 2024, the Borrower had no borrowings outstanding under the 2027 Revolving Credit Facility. The Borrower also had no letters of credit outstanding under the Credit Agreement as of April 30, 2024, and as a result, had a borrowing capacity of up to $150.0 million. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities and professional services under non-cancellable contracts. No open purchase commitments were recorded as liabilities on the condensed consolidated balance sheets as of April 30, 2024 as the Company had not yet received the related goods or services. Legal Proceedings The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Class Action Litigation A class action lawsuit (the “November 2023 Class Action”) alleging violations of federal securities laws was filed on November 29, 2023 in the U.S. District Court for the Northern District of California against the Company and certain of its former officers (the “Class Defendants”). The complaint purports to be brought on behalf of purchasers of the Company’s common stock between June 1, 2023 and November 16, 2023 and alleges that the Class Defendants made materially false and misleading statements regarding component costs and supply overruns for DC charging products which resulted in impairment charges and an adverse impact on profitability. A second class action lawsuit (together with the November 2023 Class Action, the “Class Actions”) asserting the same claims and premised on the same underlying allegations, which purports to be on behalf of purchasers of the Company’s stock between December 7, 2021 and November 16, 2023, was filed against the Class Defendants on January 22, 2024. The complaints seek unspecified monetary damages and other relief. On May 16, 2024, the Court consolidated the Class Actions into one action captioned Khan v. ChargePoint Holdings, Inc., et al., Case No. 23-cv-06172-PCP, appointed two lead plaintiffs, and appointed lead counsel. The parties have stipulated that the lead plaintiffs shall file an amended complaint by July 19, 2024 and that the Class Defendants shall respond to or file a motion to dismiss the amended complaint by September 17, 2024 with additional briefing to follow. Derivative Actions On January 5, 2024, a ChargePoint stockholder purporting to act on behalf of the Company filed an action in the U.S. District Court for the District of Delaware against ChargePoint’s Board of Directors and certain of its former officers (“Derivative Defendants”), alleging that the Derivative Defendants breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the Class Actions described above. This action has been stayed. Four additional substantively duplicative actions were filed in the U.S. District Court for the Northern District of California on January 8, 2024, March 1, 2024, May 2, 2024, and May 24, 2024. The complaints seek unspecified monetary damages and other relief. The parties are in the process of seeking Court approval to relate and consolidate these cases. The Company intends to defend these lawsuits vigorously. At this time, the Company is unable to predict the outcome or estimate the amount of loss or range of losses that could potentially result from these lawsuits. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Company’s results of operations, cash flows and financial condition could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed consolidated balance sheets. Guarantees and Indemnifications The Company has service level commitments to certain of its customers warranting levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letters of Credit The Company had $30.4 million of secured letters of credit outstanding as of both April 30, 2024 and January 31, 2024. These primarily relate to support of contract manufacturer and customer agreements, and are fully collateralized by cash deposits which the Company recorded in restricted cash on its condensed consolidated balance sheets based on the term of the remaining restriction. In May 16, 2024 the letter of credit agreement with one of the Company’s contract manufacturers expired and the lender released $30.0 million of restricted cash to the Company. Leases The Company leases its office facilities under non-cancelable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. The following table presents future payments of lease liabilities under the Company's non-cancelable operating leases as of April 30, 2024 (in thousands): (in thousands) 2025 (remaining nine months) $ 4,759 2026 5,166 2027 4,679 2028 4,091 2029 3,918 Thereafter 2,300 Total undiscounted operating lease payments 24,913 Less: imputed interest (4,149) Total operating lease liabilities 20,764 Less: current portion of operating lease liabilities (4,452) Operating lease liabilities, noncurrent $ 16,312 |
Common Stock
Common Stock | 3 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Common Stock | Common Stock As of April 30, 2024 and January 31, 2024, 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 425,133,634 and 421,116,720 shares issued and outstanding as of April 30, 2024 and January 31, 2024, respectively. At-the-Market Offering On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”). During the three months ended April 30, 2024, there was no sale of the Company’s Common Stock pursuant to the ATM Facility. During the three months ended April 30, 2023, the Company sold a total of 1,909,028 shares of its Common Stock pursuant to the ATM Facility for total proceeds of $17.5 million, net of $0.2 million of issuance costs. As of April 30, 2024, $161.6 million of shares of Common Stock remained available for sale pursuant to the ATM Facility. Common Stock Warrants Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. As of April 30, 2024, there were 34,499,436 Legacy Warrants outstanding, which are classified as equity. There was no Legacy Warrants activity during the three months ended April 30, 2024 and 2023. Activity of Legacy Warrants is set forth below: Legacy Warrants Outstanding as of January 31, 2024 34,499,436 Warrants exercised — Outstanding as of April 30, 2024 34,499,436 |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Common Stock Warrants | Common Stock As of April 30, 2024 and January 31, 2024, 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 425,133,634 and 421,116,720 shares issued and outstanding as of April 30, 2024 and January 31, 2024, respectively. At-the-Market Offering On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”). During the three months ended April 30, 2024, there was no sale of the Company’s Common Stock pursuant to the ATM Facility. During the three months ended April 30, 2023, the Company sold a total of 1,909,028 shares of its Common Stock pursuant to the ATM Facility for total proceeds of $17.5 million, net of $0.2 million of issuance costs. As of April 30, 2024, $161.6 million of shares of Common Stock remained available for sale pursuant to the ATM Facility. Common Stock Warrants Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. As of April 30, 2024, there were 34,499,436 Legacy Warrants outstanding, which are classified as equity. There was no Legacy Warrants activity during the three months ended April 30, 2024 and 2023. Activity of Legacy Warrants is set forth below: Legacy Warrants Outstanding as of January 31, 2024 34,499,436 Warrants exercised — Outstanding as of April 30, 2024 34,499,436 |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 3 Months Ended |
Apr. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Plans and Stock-based Compensation | Equity Plans and Stock-based Compensation The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s condensed consolidated statements of operations: Three Months Ended 2024 2023 (in thousands) Cost of revenue $ 1,084 $ 996 Research and development 8,303 9,506 Sales and marketing 5,441 4,169 General and administrative 6,771 9,293 Total stock-based compensation expense $ 21,599 $ 23,964 As of April 30, 2024, the Company had unrecognized stock-based compensation expense related to stock options, RSUs and PRSUs (as defined below), and 2021 ESPP (as defined below) of $142.9 million, which is expected to be recognized over a weighted-average period of 2.4 years. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (“2021 ESPP”) permits participants to purchase shares of the Company’s Common Stock at a discounted price through payroll deductions. As of April 30, 2024, 15,498,912 shares of Common Stock were available under the 2021 ESPP. 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (“2021 EIP”) allows the Company to grant stock options, stock appreciation rights, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards. As of April 30, 2024, 56,785,985 shares of Common Stock were available under the 2021 EIP. There were no options granted for the three months ended April 30, 2024. Restricted Stock Units A summary of RSUs outstanding under the 2021 EIP as of April 30, 2024 and changes during the fiscal year-to-date period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2024 28,416,127 $ 7.35 RSU granted 1,454,225 $ 2.08 RSU vested (1,429,392) $ 11.56 RSU forfeited (2,715,466) $ 10.15 Outstanding as of April 30, 2024 25,725,494 $ 6.52 Performance Restricted Stock Units A summary of PRSUs outstanding under the 2021 EIP as of April 30, 2024 and changes during the fiscal year-to-date period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2024 3,147,782 $ 6.79 PRSU forfeited (95,510) $ 10.47 Outstanding as of April 30, 2024 3,052,272 $ 6.67 2017 Plan and 2007 Plan In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). A summary of options outstanding under the 2017 Plan and 2007 Plan as of April 30, 2024 and changes during the fiscal year-to-date period then ended is presented in the following table: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2024 11,396,756 $ 0.74 4.8 $ 13,276 Options exercised (733,987) $ 0.68 Options cancelled (34,292) $ 0.75 Outstanding as of April 30, 2024 10,628,477 $ 0.74 4.1 $ 6,283 Options vested and expected to vest as of April 30, 2024 10,628,477 $ 0.74 4.1 $ 6,283 Exercisable as of April 30, 2024 10,627,504 $ 0.74 4.1 $ 6,283 |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. The effective income tax rate was (0.6)% and 0.5% for the three months ended April 30, 2024 and 2023, respectively. The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 3 Months Ended |
Apr. 30, 2024 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three months ended April 30, 2024 and 2023: Three Months Ended 2024 2023 (in thousands, except share and per share data) Numerator: Net loss $ (71,799) $ (79,388) Denominator: Weighted average common shares outstanding 423,290,222 350,073,545 Less: Weighted average unvested restricted shares and shares subject to repurchase — (30,091) Weighted average shares outstanding - Basic and Diluted 423,290,222 350,043,454 Net loss per share - Basic and Diluted $ (0.17) $ (0.23) The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows: April 30, April 30, 2028 Convertible Notes (on an as-converted basis) 24,999,990 12,483,569 Options to purchase common stock 10,628,477 16,218,804 Restricted stock units 25,725,494 11,948,903 Unvested early exercised common stock options — 22,636 Common stock warrants 34,499,436 34,499,436 Employee stock purchase plan 9,114,128 2,975,905 Total potentially dilutive common share equivalents 104,967,525 78,149,253 PRSUs granted were excluded from the above table because the respective stock price targets have not been met as of April 30, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (71,799) | $ (79,388) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Apr. 30, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 7, 2024, Ekta Singh-Bushell, a member of the Company’s Board of Directors, terminated a pre-arranged stock trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was adopted on June 14, 2023 (the “Singh-Bushell Trading Plan”) and provided for the potential sale of up to 8,848 shares of the Company’s common stock on specified dates until the earlier of April 18, 2025, or when all the shares under the Singh-Bushell Trading Plan were sold. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Arrangement Duration | 674 days |
Ekta Singh-Bushell [Member] | |
Trading Arrangements, by Individual | |
Name | Ekta Singh-Bushell |
Title | member of the Company’s Board of Directors |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | March 7, 2024 |
Aggregate Available | 8,848 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Reverse Recapitalization | Reverse Recapitalization On February 26, 2021, Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback Energy Acquisition Corporation (“Switchback”), merged with ChargePoint, Inc. (“Legacy ChargePoint”), with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback (the “Merger”). The Merger was accounted for as a reverse capitalization in accordance with U.S. GAAP (“Reverse Recapitalization”). As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger (the “Closing”), Legacy ChargePoint’s outstanding series of redeemable convertible preferred stock were converted to Legacy ChargePoint common stock, which then converted to the Company’s common stock (“Common Stock”). |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, loss on purchase commitment, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts across large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash deposit balances may be in excess of federal insurance limits. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief decision maker (“CODM”). The Company operates as one operating segment because its Chief Executive Officer, as the Company’s CODM, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. Restricted cash relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. |
Accounting Pronouncements | Accounting Pronouncements Recent Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” (“ASU 2023-07”) which amends and enhances the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company plans to adopt ASU 2023-07 and conform with applicable disclosures retrospectively when it becomes mandatorily effective for the Annual Report on Form 10-K for the year ending January 31, 2025. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as further disaggregation on income taxes paid disclosure by federal, state, and foreign taxes. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the condensed consolidated statements of cash flows was as follows: April 30, January 31, (in thousands) Cash and cash equivalents $ 261,859 $ 327,410 Restricted cash 30,400 30,400 Total cash, cash equivalents, and restricted cash $ 292,259 $ 357,810 |
Restrictions on Cash and Cash Equivalents | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the condensed consolidated statements of cash flows was as follows: April 30, January 31, (in thousands) Cash and cash equivalents $ 261,859 $ 327,410 Restricted cash 30,400 30,400 Total cash, cash equivalents, and restricted cash $ 292,259 $ 357,810 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
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, 2024 $ 213,750 Foreign exchange fluctuations (1,365) Balance as of April 30, 2024 $ 212,385 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of intangible assets: April 30, 2024 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,089 $ (23,399) $ 66,690 10 Developed technology 18,250 (7,976) 10,274 6 $ 108,339 $ (31,375) $ 76,964 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2024 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,755 $ (21,301) $ 69,454 10 Developed technology 18,358 (7,257) 11,101 6 $ 109,113 $ (28,558) $ 80,555 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. |
Schedule of Finite-Lived Intangible Assets Amortization Expense | The following table presents the amortization expense related to intangible assets: Three Months Ended April 30, 2024 2023 (in thousands) Amortization expense $ 3,024 $ 3,037 |
Composition of Certain Financ_2
Composition of Certain Financial Statement Items (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: April 30, January 31, (in thousands) Raw materials $ 3,208 $ 5,322 Finished goods and components 220,349 193,258 Total Inventories $ 223,557 $ 198,580 |
Schedule of Other Current Assets | Prepaid expense and other current assets consisted of the following: April 30, January 31, (in thousands) Prepaid expense $ 45,979 $ 43,389 Other current assets 18,694 18,855 Total Prepaid Expense and Other Current Assets $ 64,673 $ 62,244 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: April 30, January 31, (in thousands) Furniture and fixtures $ 1,710 $ 1,718 Computers and software 9,352 8,520 Machinery and equipment 37,673 35,954 Tooling 16,006 15,852 Leasehold improvements 9,347 9,828 Owned and operated systems 28,607 27,723 Construction in progress 1,545 2,310 104,240 101,905 Less: Accumulated depreciation (63,226) (59,459) Total Property and Equipment, Net $ 41,014 $ 42,446 The following table presents the depreciation expense: Three Months Ended 2024 2023 (in thousands) Depreciation expense 4,421 4,016 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: April 30, January 31, (in thousands) Accrued expenses $ 40,063 $ 51,399 Accrued losses on purchase commitments 29,437 30,054 Refundable customer deposits 16,711 16,588 Payroll and related expenses 14,146 16,018 Other current liabilities 40,751 45,045 Total Accrued and Other Current Liabilities $ 141,108 $ 159,104 |
Schedule of Revenue | Revenue consisted of the following: Three Months Ended 2024 2023 (in thousands) United States $ 78,814 $ 97,132 Rest of World 28,228 32,898 Total revenue $ 107,042 $ 130,030 |
Disaggregation of Revenue | The following table shows the total deferred revenue for each period presented. April 30, January 31, (in thousands) Deferred revenue 234,695 231,439 The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period. Three Months Ended 2024 2023 (in thousands) Deferred revenue recognized $ 31,803 $ 26,014 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Reorganization Charges | The following table summarizes the charges by line item within the Company’s consolidated statements of operations where they were recorded in the fiscal year ended January 31, 2024: Severance and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 632 $ — $ 632 Research and development 7,540 — 7,540 Sales and marketing 500 — 500 General and administrative 1,274 2,708 3,982 Total $ 9,946 $ 2,708 $ 12,654 During the three months ended April 30, 2024, no further restructuring charges related to the September 2023 Reorganization were incurred. The following table summarizes the charges by line item within the Company’s consolidated statements of operations where they were recorded in the fiscal year ended January 31, 2024: Severance and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 996 $ — $ 996 Research and development 4,183 — 4,183 Sales and marketing 1,343 — 1,343 General and administrative 890 8,189 9,079 Total $ 7,412 $ 8,189 $ 15,601 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table presents the Company’s convertible debt outstanding: April 30, January 31, 2024 (in thousands) Gross amount $ 300,000 $ 300,000 Debt discount and issuance costs (15,311) (16,296) Carrying amount $ 284,689 $ 283,704 Estimated fair value (Level 2 Inputs) $ 197,000 $ 211,000 |
Schedule of Interest Expense | The following table presents the Company’s interest expense: Three Months Ended 2024 2023 (in thousands) 2028 Convertible Notes Contractual interest expense $ 5,265 $ 2,625 Amortization of debt discount and issuance costs 985 301 2027 Revolving Credit Facility Amortization of debt issuance costs 211 — Commitment fees 150 — Total interest expense $ 6,611 $ 2,926 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under All Non-cancellable Operating Leases | The following table presents future payments of lease liabilities under the Company's non-cancelable operating leases as of April 30, 2024 (in thousands): (in thousands) 2025 (remaining nine months) $ 4,759 2026 5,166 2027 4,679 2028 4,091 2029 3,918 Thereafter 2,300 Total undiscounted operating lease payments 24,913 Less: imputed interest (4,149) Total operating lease liabilities 20,764 Less: current portion of operating lease liabilities (4,452) Operating lease liabilities, noncurrent $ 16,312 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants | Activity of Legacy Warrants is set forth below: Legacy Warrants Outstanding as of January 31, 2024 34,499,436 Warrants exercised — Outstanding as of April 30, 2024 34,499,436 |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s condensed consolidated statements of operations: Three Months Ended 2024 2023 (in thousands) Cost of revenue $ 1,084 $ 996 Research and development 8,303 9,506 Sales and marketing 5,441 4,169 General and administrative 6,771 9,293 Total stock-based compensation expense $ 21,599 $ 23,964 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of RSUs outstanding under the 2021 EIP as of April 30, 2024 and changes during the fiscal year-to-date period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2024 28,416,127 $ 7.35 RSU granted 1,454,225 $ 2.08 RSU vested (1,429,392) $ 11.56 RSU forfeited (2,715,466) $ 10.15 Outstanding as of April 30, 2024 25,725,494 $ 6.52 A summary of PRSUs outstanding under the 2021 EIP as of April 30, 2024 and changes during the fiscal year-to-date period then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2024 3,147,782 $ 6.79 PRSU forfeited (95,510) $ 10.47 Outstanding as of April 30, 2024 3,052,272 $ 6.67 |
Share-based Payment Arrangement, Option, Activity | A summary of options outstanding under the 2017 Plan and 2007 Plan as of April 30, 2024 and changes during the fiscal year-to-date period then ended is presented in the following table: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2024 11,396,756 $ 0.74 4.8 $ 13,276 Options exercised (733,987) $ 0.68 Options cancelled (34,292) $ 0.75 Outstanding as of April 30, 2024 10,628,477 $ 0.74 4.1 $ 6,283 Options vested and expected to vest as of April 30, 2024 10,628,477 $ 0.74 4.1 $ 6,283 Exercisable as of April 30, 2024 10,627,504 $ 0.74 4.1 $ 6,283 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share Attributable to Common Stockholders, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three months ended April 30, 2024 and 2023: Three Months Ended 2024 2023 (in thousands, except share and per share data) Numerator: Net loss $ (71,799) $ (79,388) Denominator: Weighted average common shares outstanding 423,290,222 350,073,545 Less: Weighted average unvested restricted shares and shares subject to repurchase — (30,091) Weighted average shares outstanding - Basic and Diluted 423,290,222 350,043,454 Net loss per share - Basic and Diluted $ (0.17) $ (0.23) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows: April 30, April 30, 2028 Convertible Notes (on an as-converted basis) 24,999,990 12,483,569 Options to purchase common stock 10,628,477 16,218,804 Restricted stock units 25,725,494 11,948,903 Unvested early exercised common stock options — 22,636 Common stock warrants 34,499,436 34,499,436 Employee stock purchase plan 9,114,128 2,975,905 Total potentially dilutive common share equivalents 104,967,525 78,149,253 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 1,686,171 | $ 1,614,372 | |
Cash, cash equivalents and restricted cash | 292,300 | ||
Net cash used in operations | $ 62,542 | $ 104,245 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Jan. 31, 2024 | |
Accounts Receivable | Customer Concentration Risk | Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10% | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Reporting (Details) | 3 Months Ended |
Apr. 30, 2024 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 | Apr. 30, 2023 | Jan. 31, 2023 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 261,859 | $ 327,410 | ||
Restricted cash | 30,400 | 30,400 | ||
Total cash, cash equivalents, and restricted cash | $ 292,259 | $ 357,810 | $ 313,747 | $ 294,562 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 213,750 |
Foreign exchange fluctuations | (1,365) |
Ending balance | $ 212,385 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment loss | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Business Acquisition [Line Items] | ||
Cost | $ 108,339 | $ 109,113 |
Accumulated amortization | (31,375) | (28,558) |
Intangible assets, net | 76,964 | 80,555 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Cost | 90,089 | 90,755 |
Accumulated amortization | (23,399) | (21,301) |
Intangible assets, net | $ 66,690 | $ 69,454 |
Useful life (in years) | 10 years | 10 years |
Developed technology | ||
Business Acquisition [Line Items] | ||
Cost | $ 18,250 | $ 18,358 |
Accumulated amortization | (7,976) | (7,257) |
Intangible assets, net | $ 10,274 | $ 11,101 |
Useful life (in years) | 6 years | 6 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule Of Finite-Lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,024 | $ 3,037 |
Composition of Certain Financ_3
Composition of Certain Financial Statement Items - Schedule of Inventories (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,208 | $ 5,322 |
Finished goods and components | 220,349 | 193,258 |
Total Inventories | $ 223,557 | $ 198,580 |
Composition of Certain Financ_4
Composition of Certain Financial Statement Items - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expense | $ 45,979 | $ 43,389 |
Other current assets | 18,694 | 18,855 |
Total Prepaid Expense and Other Current Assets | $ 64,673 | $ 62,244 |
Composition of Certain Financ_5
Composition of Certain Financial Statement Items - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 104,240 | $ 101,905 |
Less: Accumulated depreciation | (63,226) | (59,459) |
Total Property and Equipment, Net | 41,014 | 42,446 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,710 | 1,718 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,352 | 8,520 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 37,673 | 35,954 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,006 | 15,852 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,347 | 9,828 |
Owned and operated systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 28,607 | 27,723 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,545 | $ 2,310 |
Composition of Certain Financ_6
Composition of Certain Financial Statement Items - Schedule of Depreciation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 4,421 | $ 4,016 |
Composition of Certain Financ_7
Composition of Certain Financial Statement Items - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 40,063 | $ 51,399 |
Accrued losses on purchase commitments | 29,437 | 30,054 |
Refundable customer deposits | 16,711 | 16,588 |
Payroll and related expenses | 14,146 | 16,018 |
Other current liabilities | 40,751 | 45,045 |
Total Accrued and Other Current Liabilities | $ 141,108 | $ 159,104 |
Composition of Certain Financ_8
Composition of Certain Financial Statement Items - Schedule of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 107,042 | $ 130,030 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 78,814 | 97,132 |
Rest of World | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 28,228 | $ 32,898 |
Composition of Certain Financ_9
Composition of Certain Financial Statement Items - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred revenue | $ 234,695 | $ 231,439 | |
Deferred revenue recognized | $ 31,803 | $ 26,014 |
Composition of Certain Finan_10
Composition of Certain Financial Statement Items - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-05-01 $ in Millions | Apr. 30, 2024 USD ($) |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue expected to be recognized from remaining performance obligations | $ 258 |
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 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 employee | Apr. 30, 2024 USD ($) employee | Oct. 31, 2023 USD ($) | Jan. 31, 2024 USD ($) | |
January 2024 Reorganization | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected number of positions eliminated | employee | 223 | |||
Reduction in workforce | 12% | |||
Severance and employment-related termination costs | $ 9,900 | |||
Facility and other contract terminations | 2,700 | |||
Restructuring charges | 12,654 | |||
Restructuring liabilities | 3,000 | $ 10,600 | ||
January 2024 Reorganization | Severance and employment-related termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 9,946 | |||
Restructuring liabilities | 2,600 | 10,200 | ||
January 2024 Reorganization | Facility and other contract terminations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2,708 | |||
Restructuring liabilities | 400 | 400 | ||
September 2023 Reorganization | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected number of positions eliminated | employee | 168 | |||
Reduction in workforce | 10% | |||
Restructuring charges | $ 15,600 | 15,601 | ||
Restructuring liabilities | $ 500 | 400 | ||
September 2023 Reorganization | Severance and employment-related termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 7,412 | |||
September 2023 Reorganization | Facility and other contract terminations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 8,189 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Reorganization Charges within Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2024 | Oct. 31, 2023 | Jan. 31, 2024 | |
January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 12,654 | ||
September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 15,600 | $ 15,601 | |
Cost of revenue | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 632 | ||
Cost of revenue | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 996 | ||
Research and development | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 7,540 | ||
Research and development | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 4,183 | ||
Sales and marketing | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 500 | ||
Sales and marketing | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,343 | ||
General and administrative | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 3,982 | ||
General and administrative | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 9,079 | ||
Severance and employment-related termination costs | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 9,946 | ||
Severance and employment-related termination costs | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 7,412 | ||
Severance and employment-related termination costs | Cost of revenue | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 632 | ||
Severance and employment-related termination costs | Cost of revenue | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 996 | ||
Severance and employment-related termination costs | Research and development | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 7,540 | ||
Severance and employment-related termination costs | Research and development | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 4,183 | ||
Severance and employment-related termination costs | Sales and marketing | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 500 | ||
Severance and employment-related termination costs | Sales and marketing | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,343 | ||
Severance and employment-related termination costs | General and administrative | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,274 | ||
Severance and employment-related termination costs | General and administrative | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 890 | ||
Facility and other contract terminations | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 2,708 | ||
Facility and other contract terminations | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 8,189 | ||
Facility and other contract terminations | Cost of revenue | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | ||
Facility and other contract terminations | Cost of revenue | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | ||
Facility and other contract terminations | Research and development | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | ||
Facility and other contract terminations | Research and development | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | ||
Facility and other contract terminations | Sales and marketing | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | ||
Facility and other contract terminations | Sales and marketing | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | ||
Facility and other contract terminations | General and administrative | January 2024 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 2,708 | ||
Facility and other contract terminations | General and administrative | September 2023 Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 8,189 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Debt (Details) - Convertible Senior Notes - Convertible Notes - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 | Apr. 30, 2022 |
Debt Instrument [Line Items] | |||
Gross amount | $ 300,000 | $ 300,000 | |
Debt discount and issuance costs | (15,311) | (16,296) | |
Carrying amount | 284,689 | 283,704 | $ 294,000 |
Estimated fair value (Level 2 Inputs) | $ 197,000 | $ 211,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 6,611 | $ 2,926 |
Convertible Senior Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 5,265 | 2,625 |
Amortization of debt discount and issuance costs | 985 | 301 |
2027 Revolving Credit Facility | Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Amortization of debt discount and issuance costs | 211 | 0 |
Commitment fees | $ 150 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | ||||
Oct. 24, 2023 $ / shares | Jul. 27, 2023 USD ($) | Apr. 30, 2022 USD ($) day $ / shares | Apr. 30, 2024 USD ($) | Jan. 31, 2024 USD ($) | |
Convertible Senior Notes | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 300,000,000 | ||||
Debt | $ 294,000,000 | $ 284,689,000 | $ 283,704,000 | ||
Conversion ratio | 0.083333 | 0.0416119 | |||
Conversion price (usd per share) | $ / shares | $ 12 | $ 24.03 | |||
Ratio of repurchase price to principal amount | 100% | ||||
Ratio of control price to principal amount | 125% | ||||
Interest rate, effective percentage | 8.59% | ||||
Long-term debt, fair value | $ 197,000,000 | $ 211,000,000 | |||
Convertible Senior Notes | Convertible Notes | Period One | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days | day | 20 | ||||
Threshold consecutive trading days | day | 30 | ||||
Threshold percentage of stock price trigger | 130% | ||||
Convertible Senior Notes | Convertible Notes | Period Two | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days | day | 5 | ||||
Threshold consecutive trading days | day | 10 | ||||
Threshold percentage of stock price trigger | 98% | ||||
Convertible Senior Notes | Convertible Notes | Cash Interest | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 7% | 3.50% | |||
Convertible Senior Notes | Convertible Notes | Paid In Kind Interest | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 8.50% | 5% | |||
Convertible Senior Notes | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum covenant threshold | $ 750,000,000 | ||||
Trustee percentage (as a percent) | 25% | ||||
Declare percentage | 100% | ||||
Amendment valuation change (less than) | 10% | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 1.75% | ||||
Maximum borrowing capacity | $ 150,000,000 | ||||
Commitment fee | 0.40% | ||||
Borrowing capacity | 150,000,000 | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
Participation fee | 2.25% | ||||
Borrowing outstanding | 0 | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Euro Interbank Offered Rate (EURIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
2027 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Daily Simple Risk-Free Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
2027 Revolving Credit Facility | Line of Credit | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Minimum total liquidity | 150% | ||||
2027 Revolving Credit Facility | Line of Credit | Letter of Credit | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Borrowing outstanding | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | May 16, 2024 | Apr. 30, 2024 | Jan. 31, 2024 |
Other Commitments [Line Items] | |||
Letters of credit outstanding | $ 30.4 | $ 30.4 | |
Subsequent Event | |||
Other Commitments [Line Items] | |||
Restricted cash, released | $ 30 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Future Minimum Lease Payments Under All Non-cancellable Operating Leases (Details) - USD ($) $ in Thousands | Apr. 30, 2024 | Jan. 31, 2024 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2025 (remaining nine months) | $ 4,759 | |
2026 | 5,166 | |
2027 | 4,679 | |
2028 | 4,091 | |
2029 | 3,918 | |
Thereafter | 2,300 | |
Total undiscounted operating lease payments | 24,913 | |
Less: imputed interest | (4,149) | |
Total operating lease liabilities | 20,764 | |
Less: current portion of operating lease liabilities | (4,452) | |
Operating lease liabilities, noncurrent | $ 16,312 | $ 17,350 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Jul. 31, 2022 | Apr. 30, 2023 | Apr. 30, 2024 | Jan. 31, 2024 | Jul. 01, 2022 | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 425,133,634 | 421,116,720 | |||
Common stock, shares issued (in shares) | 425,133,634 | 421,116,720 | |||
At-The-Market Offering | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 1,000,000,000 | ||||
Maximum consideration receivable | $ 500 | ||||
Number of shares sold (in shares) | 1,909,028 | ||||
Consideration received on sold shares | $ 17.5 | ||||
Issuance costs | $ 0.2 | ||||
Shares available for future issuance | $ 161.6 |
Common Stock Warrants - Narrati
Common Stock Warrants - Narrative (Details) - Legacy Warrants - shares | 3 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Jan. 31, 2024 | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 34,499,436 | 34,499,436 | |
Warrants exercised (in shares) | 0 | ||
Legacy Chargepoint | Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercised (in shares) | 0 | 0 |
Common Stock Warrants - Warrant
Common Stock Warrants - Warrant Activity (Details) - Legacy Warrants | 3 Months Ended |
Apr. 30, 2024 shares | |
Warrants Or Rights Outstanding Roll Forward [Roll Forward] | |
Outstanding at beginning of period (in shares) | 34,499,436 |
Warrants exercised (in shares) | 0 |
Outstanding at end of period (in shares) | 34,499,436 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 21,599 | $ 23,964 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,084 | 996 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 8,303 | 9,506 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 5,441 | 4,169 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 6,771 | $ 9,293 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Narrative (Details) $ in Millions | 3 Months Ended |
Apr. 30, 2024 USD ($) shares | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
Unrecognized stock-based compensation cost | $ | $ 142.9 |
Period for recognition (in years) | 2 years 4 months 24 days |
2021 Equity Incentive Plan | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
Common stock reserved (in shares) | 56,785,985 |
Number of stock options granted (in shares) | 0 |
Employee stock purchase plan | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
Common stock reserved (in shares) | 15,498,912 |
Equity Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Restricted Stock Units Activity (Details) - Restricted stock units | 3 Months Ended |
Apr. 30, 2024 $ / shares shares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 28,416,127 |
Granted (in shares) | shares | 1,454,225 |
Vested (in shares) | shares | (1,429,392) |
Forfeited (in shares) | shares | (2,715,466) |
Outstanding, ending balance (in shares) | shares | 25,725,494 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 7.35 |
Granted (in dollars per share) | $ / shares | 2.08 |
Vested (in dollars per share) | $ / shares | 11.56 |
Forfeited (in dollars per share) | $ / shares | 10.15 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 6.52 |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - Performance Restricted Stock Units Activity (Details) - Performance Shares | 3 Months Ended |
Apr. 30, 2024 $ / shares shares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 3,147,782 |
Forfeited (in shares) | shares | (95,510) |
Outstanding, ending balance (in shares) | shares | 3,052,272 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 6.79 |
Forfeited (in dollars per share) | $ / shares | 10.47 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 6.67 |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2024 | Oct. 31, 2023 | Jan. 31, 2024 | |
Number of Stock Option Awards | |||
Outstanding as of beginning of period (in shares) | 11,396,756 | ||
Options exercised (in shares) | (733,987) | ||
Forfeited (in shares) | (34,292) | ||
Outstanding as end of period (in shares) | 10,628,477 | ||
Options vested and expected to vest at end of period (in shares) | 10,628,477 | ||
Exercisable at end of period (in shares) | 10,627,504 | ||
Weighted Average Exercise Price | |||
Outstanding as of beginning of period (USD per share) | $ 0.74 | ||
Options exercised (USD per share) | 0.68 | ||
Forfeited (USD per share) | 0.75 | ||
Outstanding as of end of period (USD per share) | 0.74 | ||
Options vested and expected to vest as of end of period (USD per share) | 0.74 | ||
Exercisable as of end of period (USD per share) | $ 0.74 | ||
Weighted Average Remaining Contractual term (in years) | |||
Outstanding (in years) | 4 years 1 month 6 days | 4 years 9 months 18 days | |
Options vested and expected to ves (in years) | 4 years 1 month 6 days | ||
Exercisable (in years) | 4 years 1 month 6 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 6,283 | $ 13,276 | |
Options vested and expected to vest | 6,283 | ||
Exercisable | $ 6,283 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (0.60%) | 0.50% |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Numerator: | ||
Net loss | $ (71,799) | $ (79,388) |
Denominator: | ||
Weighted average common shares outstanding (in shares) | 423,290,222 | 350,073,545 |
Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares) | 0 | (30,091) |
Weighted average shares outstanding - basic (in shares) | 423,290,222 | 350,043,454 |
Weighted average shares outstanding - diluted (in shares) | 423,290,222 | 350,043,454 |
Net loss per share - basic (in USD per share) | $ (0.17) | $ (0.23) |
Net loss per share - diluted (in USD per share) | $ (0.17) | $ (0.23) |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 104,967,525 | 78,149,253 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 24,999,990 | 12,483,569 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 10,628,477 | 16,218,804 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 25,725,494 | 11,948,903 |
Unvested early exercised common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 0 | 22,636 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 34,499,436 | 34,499,436 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common share equivalents | 9,114,128 | 2,975,905 |