Reverse Recapitalization & Business Combinations (Tables)

9 Months Ended

Oct. 31, 2021

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:

	Shares
Common stock of Switchback, outstanding prior to Merger	39,264,704
Less redemption of Switchback shares	(33,009)
Less surrender of Switchback Founder Shares	(984,706)
Common stock of Switchback	38,246,989
Shares issued in PIPE	22,500,000
Merger and PIPE financing shares (1)	60,746,989
Legacy ChargePoint shares (2)	217,021,368
Total shares of common stock immediately after Merger	277,768,357

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(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021

(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down.

Schedule of Business Acquisitions, by Acquisition

The following table summarized the preliminary purchase consideration (in thousands):

	Amount
Cash consideration	$	79,415
ViriCiti Earnout consideration (1)	3,908
Total purchase consideration	$	83,323

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(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.

The following table summarized the preliminary purchase consideration (in thousands):

	Amount
Cash consideration	$	130,134
Common Stock consideration	102,057
Total purchase consideration	$	232,191

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

	Amount
Cash and cash equivalents	$	623
Accounts receivable, net	1,248
Other assets	3,215
Customer relationships	17,683
Developed technology	6,558
Goodwill	62,703
Deferred tax liabilities, net	(3,378)
Other liabilities	(5,329)
Total acquired assets and assumed liabilities	$	83,323

The preliminary assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

	Amount
Cash and cash equivalents	$	3,663
Accounts receivable, net	3,764
Other assets	4,259
Customer relationships	103,072
Technology	16,621
Goodwill	136,638
Other liabilities	(10,509)
Deferred tax liability, net	(25,317)
Total acquired assets and assumed liabilities	$	232,191

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2021		2020		2021		2020
Revenue	$	66,571	$	38,176	$	168,736	$	109,251
Net Loss	$	(70,559)	$	(44,807)	$	(80,708)	$	(119,334)

The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2021		2020		2021		2020
An increase in amortization expense	$	(2,402)	$	(3,407)	$	(9,889)	$	(9,694)
An (increase) decrease in expenses related to transaction	2,556		—		2,556		(2,556)
An (increase) decrease in tax provision	(38)		852		1,833		3,062
Overall (increase) decrease in net loss	116		(2,555)		(5,500)		(9,188)
ChargePoint net loss	(69,442)		(40,890)		(72,092)		(106,275)
HTB net loss	(1,233)		(1,362)		(3,116)		(3,871)
Pro forma net loss	$	(70,559)	$	(44,807)	$	(80,708)	$	(119,334)

Schedule of Goodwill

The following table summarizes the changes in carrying amounts of goodwill (in thousands):

Balance as of January 31, 2021	$	1,215
Goodwill acquired with ViriCiti acquisition	62,703
Goodwill acquired with HTB acquisition	136,638
Foreign exchange fluctuations	125
Balance as of October 31, 2021	$	200,681

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table presents the details of intangible assets (amounts in thousands, useful lives in years):

	October 31, 2021
	Cost (1)		Accumulated Amortization (1)		Net (1)		Useful Life
ViriCiti
Customer relationships	$	17,683	$	(390)	$	17,293	10
Developed technology	6,558		(241)		6,317		6
HTB
Customer relationships	103,179		(703)		102,476		10
Developed technology	16,638		(185)		16,453		6
	$	144,058	$	(1,519)	$	142,539

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(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.