Cover
Cover | 12 Months Ended |
Jan. 31, 2022 | |
Cover [Abstract] | |
Document Type | POS AM |
Document Period End Date | Jan. 31, 2022 |
Entity Registrant Name | Planet Labs PBC |
Entity Central Index Key | 0001836833 |
Amendment Flag | true |
Amendment Description | The original registration statement (the “Existing Registration Statement”) of Planet Labs PBC (“Planet”) on Form S-1 (File No. 333-261923) declared effective by the Securities and Exchange Commission (the “SEC”) on January 6, 2022, to which this Registration Statement is a Post-Effective Amendment No. 2 (this “Registration Statement”), covered (i) the resale of 96,786,662 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), by certain of the securityholders named in this prospectus (each a “Registered Holder” and, collectively, the “Registered Holders”), including 21,157,586 shares of Class A common stock issuable upon the transfer or conversion of up to 21,157,586 shares of Class B common stock, par value $0.0001 per share, issued or issuable in connection with the business combination (the “Business Combination”) between Planet Labs Inc. and dMY Technology Group, Inc. IV (“dMY IV”); (ii) the resale by certain Registered Holders of up to 1,363,014 shares of Class A common stock upon the settlement of restricted stock units; (iii) the issuance by us of up to 6,585,895 shares of Class A common stock upon the exercise of outstanding options; (iv) the resale of 14,558,333 shares of Class A common stock initially issued to dMY Sponsor IV, LLC (the “dMY Sponsor”) or issuable upon exercise of warrants held by dMY Sponsor originally issued in a private placement in connection with the initial public offering of dMY IV (the “Private Placement Warrants”); (v) the resale of 25,200,000 shares of Class A common stock issued in the PIPE Investment (as defined below) by certain of the Registered Holders; (vi) the issuance by us of up to 12,833,315 shares of Class A common stock upon the exercise of outstanding warrants to purchase our Class A common stock (the “Warrants”); (vii) the resale by certain Registered Holders of 1,900,739 shares of Class A common stock issued as partial consideration for an acquisition consummated in December 2021; and (viii) the resale by certain Registered Holders of 1,065,593 shares of Class A common stock issuable upon exercise of an outstanding warrant assumed from Planet Labs Inc. This Post-Effective Amendment No. 2 to the Existing Registration Statement contains an updated prospectus relating to the offering and sale of the securities registered by the Existing Registration Statement.All filing fees payable in connection with the registration of the securities covered by this Registration Statement were paid by the Registrant at the time of the initial filing of the Existing Registration Statement. No additional securities are registered hereby. |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 490,762 | $ 71,183 |
Accounts receivable, net | 44,373 | 47,110 |
Prepaid expenses and other current assets | 16,385 | 7,134 |
Total current assets | 551,520 | 125,427 |
Property and equipment, net | 133,280 | 159,855 |
Capitalized internal-use software, net | 10,768 | 11,994 |
Goodwill | 103,219 | 88,393 |
Intangible assets, net | 14,197 | 5,673 |
Restricted cash, non-current | 5,743 | 4,982 |
Other non-current assets | 2,714 | 2,984 |
Total assets | 821,441 | 399,308 |
Current liabilities | ||
Accounts payable | 2,850 | 1,446 |
Accrued and other current liabilities | 48,823 | 30,195 |
Deferred revenue | 64,233 | 57,570 |
Liability from early exercise of stock options | 16,135 | 0 |
Convertible notes, at fair value | 0 | 8,244 |
Preferred stock warrant liability | 0 | 11,359 |
Total current liabilities | 132,041 | 108,814 |
Debt, net of discount | 0 | 62,644 |
Convertible notes, at fair value | 0 | 92,968 |
Deferred revenue | 3,579 | 15,122 |
Deferred hosting costs | 12,149 | 7,971 |
Public and private placement warrant liabilities | 23,224 | 0 |
Deferred rent | 798 | 2,991 |
Other non-current liabilities | 1,405 | 1,287 |
Total liabilities | 173,196 | 291,797 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Convertible preferred stock, $0.0001 par value, 1,500,000 and 160,843,194 shares authorized at January 31, 2022 and 2021, respectively, 0 and 131,252,627 shares issued and outstanding at January 31, 2022 and 2021, respectively, $696,415 aggregate liquidation preference at January 31, 2021 | 0 | 13 |
Common stock, $0.0001 par value, 570,000,000, 30,000,000 and 30,000,000 Class A, Class B and Class C shares authorized at January 31, 2022, 237,435,191 and 22,977,599 Class A and Class B shares authorized at January 31, 2021, 241,017,687 and 22,788,611 Class A shares issued and outstanding at January 31, 2022 and 2021, respectively, 21,157,586 Class B shares issued and outstanding at January 31, 2022 and 2021, 0 Class C shares issued and outstanding at January 31, 2022 and 2021 | 27 | 4 |
Additional paid-in capital | 1,423,151 | 745,630 |
Accumulated other comprehensive income | 2,096 | 1,769 |
Accumulated deficit | (777,029) | (639,905) |
Total stockholders’ equity | 648,245 | 107,511 |
Liabilities and Equity | $ 821,441 | $ 399,308 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,500,000 | 160,843,194 |
Preferred stock, shares issued (in shares) | 0 | 131,252,627 |
Shares Outstanding (in shares) | 0 | 131,252,627 |
Preferred stock, aggregate liquidation preference | $ 696,415 | |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Warrants | $ 23,224 | $ 0 |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 570,000,000 | 237,435,191 |
Common stock, shares issued (in shares) | 241,017,687 | 22,788,611 |
Common stock, shares outstanding (in shares) | 241,017,687 | 22,788,611 |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 30,000,000 | 22,977,599 |
Common stock, shares issued (in shares) | 21,157,586 | 21,157,586 |
Common stock, shares outstanding (in shares) | 21,157,586 | 21,157,586 |
Common Class C | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 30,000,000 | |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 131,209 | $ 113,168 | $ 95,736 |
Cost of revenue | 82,987 | 87,383 | 102,393 |
Gross profit (loss) | 48,222 | 25,785 | (6,657) |
Operating expenses | |||
Research and development | 66,684 | 43,825 | 37,871 |
Sales and marketing | 52,917 | 37,268 | 34,913 |
General and administrative | 56,672 | 32,134 | 27,019 |
Total operating expenses | 176,273 | 113,227 | 99,803 |
Loss from operations | (128,051) | (87,442) | (106,460) |
Debt extinguishment gain (loss) | (1,690) | 673 | (11,529) |
Interest expense | (8,772) | (9,447) | (6,946) |
Change in fair value of convertible notes and warrant liabilities | 5,726 | (30,053) | 207 |
Other income (expense), net | (2,227) | 239 | 1,144 |
Total other expense, net | (6,963) | (38,588) | (17,124) |
Loss before provision for income taxes | (135,014) | (126,030) | (123,584) |
Provision for income taxes | 2,110 | 1,073 | 130 |
Net loss | (137,124) | (127,103) | (123,714) |
Other comprehensive loss | |||
Foreign currency translation adjustment, net of tax | 327 | 276 | 217 |
Comprehensive loss | $ (136,797) | $ (126,827) | $ (123,497) |
Basic and diluted net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.72) | $ (2.87) | $ (2.89) |
Basic and diluted net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.72) | $ (2.87) | $ (2.89) |
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares) | 79,610,970 | 44,214,426 | 42,863,642 |
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares) | 79,610,970 | 44,214,426 | 42,863,642 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Convertible Notes To Class A Common Stock | Convertible Preferred Stock | Common Stock | Common StockConvertible Notes To Class A Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalConvertible Notes To Class A Common Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | Previously Reported | Previously ReportedConvertible Preferred Stock | Previously ReportedCommon Stock | Previously ReportedAdditional Paid-in Capital | Previously ReportedAccumulated Other Comprehensive Income | Previously ReportedAccumulated Deficit | Retroactive application of Exchange Ratio | Retroactive application of Exchange RatioConvertible Preferred Stock | Retroactive application of Exchange RatioCommon Stock | Retroactive application of Exchange RatioAdditional Paid-in Capital |
Beginning balance (in shares) at Jan. 31, 2019 | 128,613,343 | 42,103,992 | 83,960,040 | 27,485,895 | 44,653,303 | 14,618,097 | |||||||||||||
Beginning balance at Jan. 31, 2019 | $ 305,835 | $ 13 | $ 4 | $ 693,630 | $ 1,276 | $ (389,088) | $ 305,835 | $ 2 | $ 1 | $ 693,644 | $ 1,276 | $ (389,088) | $ 0 | $ 11 | $ 3 | $ (14) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of Series D convertible preferred stock (in shares) | 1,065,594 | ||||||||||||||||||
Issuance of Series D convertible preferred stock | 10,000 | 10,000 | |||||||||||||||||
Issuance stock in relation to acquisition (in shares) | 1,573,690 | ||||||||||||||||||
Issuance stock in relation to acquisition | 14,772 | 14,772 | |||||||||||||||||
Issuance of Class A common stock warrants | $ 4,235 | 4,235 | |||||||||||||||||
Issuance of Class A common stock from the exercise of common stock options (in shares) | 171,428 | 171,428 | |||||||||||||||||
Issuance of Class A common stock from the exercise of common stock options | $ 264 | 264 | |||||||||||||||||
Stock-based compensation | 6,028 | 6,028 | |||||||||||||||||
Change in translation | 217 | 217 | |||||||||||||||||
Net loss | (123,714) | (123,714) | |||||||||||||||||
Ending balance (in shares) at Jan. 31, 2020 | 131,252,627 | 42,275,420 | |||||||||||||||||
Ending balance at Jan. 31, 2020 | 217,637 | $ 13 | $ 4 | 728,929 | 1,493 | (512,802) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of Class A common stock warrants | $ 1,624 | 1,624 | |||||||||||||||||
Issuance of Class A common stock from the exercise of common stock options (in shares) | 1,670,778 | 1,670,778 | |||||||||||||||||
Issuance of Class A common stock from the exercise of common stock options | $ 539 | 539 | |||||||||||||||||
Stock-based compensation | 14,538 | 14,538 | |||||||||||||||||
Change in translation | 276 | 276 | |||||||||||||||||
Net loss | (127,103) | (127,103) | |||||||||||||||||
Ending balance (in shares) at Jan. 31, 2021 | 131,252,627 | 43,946,198 | |||||||||||||||||
Ending balance at Jan. 31, 2021 | 107,511 | $ 13 | $ 4 | 745,630 | 1,769 | (639,905) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance stock in relation to acquisition (in shares) | 1,900,739 | ||||||||||||||||||
Issuance stock in relation to acquisition | $ 12,854 | 12,854 | |||||||||||||||||
Issuance of Class A common stock from the exercise of common stock options (in shares) | 6,199,287 | 3,671,551 | |||||||||||||||||
Issuance of Class A common stock from the exercise of common stock options | $ 9,400 | $ 1 | 9,399 | ||||||||||||||||
Issuance of Class A common stock upon vesting of restricted stock units (in shares) | 1,425,209 | ||||||||||||||||||
Vesting of early exercised stock options (in shares) | 183,822 | ||||||||||||||||||
Vesting of early exercised stock options | 1,793 | 1,793 | |||||||||||||||||
Class A common stock withheld to satisfy employee tax withholding obligations (in shares) | (532,676) | ||||||||||||||||||
Class A common stock withheld to satisfy employee tax withholding obligations | (5,598) | (5,598) | |||||||||||||||||
Issuance of recourse note to employee | (391) | (391) | |||||||||||||||||
Stock-based compensation | 43,185 | 43,185 | |||||||||||||||||
Exercise of Class A common stock warrants (in shares) | 2,976,452 | ||||||||||||||||||
Conversion of securities to Class A common stock (in shares) | (131,252,627) | 131,252,627 | 10,578,521 | ||||||||||||||||
Conversion of securities to Class A common stock | 0 | $ 114,354 | $ (13) | $ 13 | $ 1 | $ 114,353 | |||||||||||||
Reclassification of convertible preferred stock warrant liabilities converted to Class A common stock warrants | 23,477 | 23,477 | |||||||||||||||||
Issuance of Class A common stock upon Business Combination and PIPE Investment, net (in shares) | 66,772,830 | ||||||||||||||||||
Issuance of Class A common stock upon Business Combination and PIPE Investment, net | 478,457 | $ 8 | 478,449 | ||||||||||||||||
Change in translation | 327 | 327 | |||||||||||||||||
Net loss | (137,124) | (137,124) | |||||||||||||||||
Ending balance (in shares) at Jan. 31, 2022 | 0 | 262,175,273 | |||||||||||||||||
Ending balance at Jan. 31, 2022 | $ 648,245 | $ 0 | $ 27 | $ 1,423,151 | $ 2,096 | $ (777,029) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Operating activities | |||
Net loss | $ (137,124) | $ (127,103) | $ (123,714) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 45,043 | 62,212 | 77,629 |
Stock-based compensation, net of capitalized cost of $1,229, $526 and $957, respectively | 41,956 | 14,012 | 5,071 |
Provision for doubtful accounts | 45 | 823 | 649 |
Change in fair value of convertible notes and warrant liabilities | (5,726) | 30,053 | (207) |
Debt extinguishment gain (loss) | 1,671 | (673) | 11,529 |
Deferred income taxes | (1,393) | 0 | 0 |
Amortization of debt discount and issuance costs | 2,635 | 2,750 | 1,392 |
Impairment of capitalized internal-use software | 1,143 | 0 | 0 |
Changes in operating assets and liabilities | |||
Accounts receivable | 3,263 | (19,932) | 8,959 |
Prepaid expenses and other assets | (8,680) | 2,617 | 12,942 |
Accounts payable, accrued and other liabilities | 16,072 | 11,033 | 3,071 |
Deferred revenue | (4,898) | 14,433 | (27,286) |
Deferred hosting costs | 5,844 | 7,971 | 0 |
Deferred rent | (2,062) | (2,223) | (3,722) |
Net cash used in operating activities | (42,211) | (4,027) | (33,687) |
Investing activities | |||
Purchases of property and equipment | (10,313) | (26,096) | (16,665) |
Capitalized internal-use software | (4,618) | (4,030) | (7,436) |
Business acquisition, net of cash acquired | (9,620) | 0 | (2,457) |
Other | (598) | (674) | (614) |
Net cash used in investing activities | (25,149) | (30,800) | (27,172) |
Financing activities | |||
Proceeds from the exercise of common stock options | 10,640 | 539 | 264 |
Proceeds from the early exercise of common stock options | 17,928 | 0 | 0 |
Class A common stock withheld to satisfy employee tax withholding obligations | (5,598) | 0 | 0 |
Proceeds from Business Combination and PIPE Investment, net of transaction costs | 533,164 | 0 | 0 |
Proceeds from issuance of convertible preferred stock, net | 0 | 0 | 10,000 |
Principal payment of debt | (66,950) | 0 | (51,176) |
Proceeds from issuance of debt and common stock warrants, net of issuance costs | 0 | 14,862 | 49,640 |
Principal payment of convertible notes | 0 | (2,586) | 0 |
Proceeds from issuance of convertible notes and preferred stock warrant | 0 | 71,125 | 0 |
Net cash provided by financing activities | 489,184 | 83,940 | 8,728 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,550) | (312) | (38) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 420,274 | 48,801 | (52,169) |
Cash, cash equivalents and restricted cash at the beginning of the period | 76,540 | 27,739 | 79,908 |
Cash, cash equivalents and restricted cash at the end of the period | 496,814 | 76,540 | 27,739 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 6,753 | 6,554 | 5,544 |
Cash paid for income tax | 884 | 1,084 | 0 |
Supplemental disclosures of noncash investing and financing activities | |||
Conversion / exchange of convertible notes | 0 | 0 | 10,963 |
Reclassification of convertible preferred stock warrant liabilities converted to Class A common stock warrants | 23,477 | 0 | 0 |
Accrued purchase of property and equipment | 354 | 522 | 637 |
Convertible Notes To Class A Common Stock | |||
Supplemental disclosures of noncash investing and financing activities | |||
Conversion / exchange of convertible notes | 114,354 | ||
Common Class A | |||
Supplemental disclosures of noncash investing and financing activities | |||
Stock issued for acquisition of business | 12,854 | 0 | 0 |
Common Class A | Convertible Notes To Class A Common Stock | |||
Supplemental disclosures of noncash investing and financing activities | |||
Conversion / exchange of convertible notes | 0 | 0 | |
Convertible Preferred Stock | |||
Supplemental disclosures of noncash investing and financing activities | |||
Stock issued for acquisition of business | $ 0 | $ 0 | $ 14,772 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Statement of Cash Flows [Abstract] | |||
Share-based payment arrangement, capitalized costs | $ 1,229 | $ 526 | $ 957 |
Organization
Organization | 12 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Planet Labs PBC (“Planet,” or the “Company”) was founded to design, construct, and launch constellations of satellites with the intent of providing high cadence geospatial data delivered to customers via an online platform. The Company’s mission is to use space to help life on Earth, by imaging the world every day and making global change visible, accessible, and actionable. The Company is headquartered in San Francisco, California, with operations throughout the United States ( “ U.S.”), Canada, Asia and Europe. The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore and the Netherlands. On July 7, 2021, Planet Labs Inc. (“Former Planet”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. IV (“dMY IV”), a special purpose acquisition company (“SPAC”) incorporated in Delaware on December 15, 2020, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), and Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”). Pursuant to the Merger Agreement, upon the favorable vote of dMY IV’s stockholders on December 3, 2021, on December 7, 2021, First Merger Sub merged with and into Former Planet (the “Surviving Corporation”), with Former Planet surviving the merger as a wholly owned subsidiary of dMY IV (the “First Merger”), and pursuant to Former Planet’s election immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation merged with and into dMY IV, with dMY IV surviving the merger (the “Business Combination”). Following the completion of the Business Combination, dMY IV was renamed Planet Labs PBC. See Note 3 for further details of the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The consolidated financial statements include the accounts of Planet Labs PBC and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, whereby dMY IV was treated as the acquired company and Former Planet was treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Former Planet issuing stock for the net assets of dMY IV, accompanied by a recapitalization. The net assets of dMY IV were stated at historical cost, with no goodwill or other intangible assets recorded. Former Planet was determined to be the accounting acquirer based on the following predominant factors: • Former Planet’s existing stockholders have the majority voting interest in the combined entity; • Former Planet had the ability to nominate a majority of the initial members of the board of directors of the combined entity; • Former Planet’s senior management became the senior management of the combined entity; and • Former Planet is the larger entity based on historical operating activity and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Former Planet. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of approximately 1.53184 (the “Exchange Ratio”) established in the Business Combination. Liquidity Since its inception, the Company has incurred net losses and negative cash flows from operations. The Company expects to incur additional operating losses and negative cash flows from operations as it seeks to expand its business. As of January 31, 2022 and 2021, the Company had $490.8 million and $71.2 million of cash and cash equivalents, respectively. In connection with the Business Combination and the PIPE Investment on December 7, 2021 (see Note 3), the Company received $533.2 million in net proceeds. Additionally, in connection with the Business Combination, the outstanding principal, accrued interest and repayment fees of $67.1 million related to the credit agreement with SVB and Hercules was repaid and the Venture Tranche B loans and the 2020 Convertible Notes converted into shares of the Company’s Class A Common Stock. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized internal-use software and intangible assets, allowance for doubtful accounts, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of convertible notes and warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the consolidated financial statements. Due to the COVID-19 Coronavirus pandemic (“COVID-19” or “COVID-19 pandemic”), and current events involving Russia and Ukraine, there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained. Cash and Cash Equivalents and Restricted cash Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase. The Company had restricted cash of $6.1 million and $5.4 million as of January 31, 2022 and 2021, respectively, which consisted of collateral money market accounts for the Company’s headquarters and other domestic office operating leases of $4.2 million and $4.3 million, performance guarantees required for the Company’s foreign sales activities of $1.6 million and $0.9 million, and $0.3 million and $0.2 million in deposits related to the Company’s foreign operations as of January 31, 2022 and 2021, respectively. A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of January 31, 2022 and 2021 is as follows: January 31, (in thousands) 2022 2021 Cash and cash equivalents $ 490,762 $ 71,183 Restricted cash, current 309 375 Restricted cash, non-current 5,743 4,982 Total cash, cash equivalents and restricted cash $ 496,814 $ 76,540 Restricted cash o f $0.3 million and $0.4 million is included in prepaid expenses and other current assets as of January 31, 2022 and 2021, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable include amounts billed and billable to customers for services or products provided as of the end of the applicable period and do not bear interest. Accounts receivable are stated net of an estimated allowance for doubtful accounts. The Company reviews accounts receivable regularly and makes estimates for the allowance for doubtful accounts when it is probable that an amount is uncollectible. If it is deemed certain that an amount is uncollectible, the amount is written-off. In evaluating the Company’s ability to collect outstanding receivables, the Company considers many factors, including the age of the balance, the customer’s payment history, creditworthiness, and current economic trends, including considerations for the impact of COVID-19. The change in the Company’s allowance for doubtful accounts is as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Balance, beginning of year $ 1,215 $ 843 $ 5,300 Charges 45 823 649 Write-offs (147) (619) (4,702) Other (82) 168 (404) Balance, end of year $ 1,031 $ 1,215 $ 843 Fair Value Measurement Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “exit price”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows: Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation. The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, restricted cash, accrued liabilities, warrant liabilities and convertible notes. The fair value of cash, cash equivalents and accrued liabilities approximate the stated carrying value due to the short time to maturity. The Company’s convertible notes and warrant liabilities, where the values are based on valuation techniques that require inputs that are both unobservable and are significant to the overall fair value measurement, are classified as Level 3 under the fair value hierarchy. The fair value of these Level 3 financial liabilities is determined using pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant management judgment or estimation (Note 5). These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company reassesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The carrying amount of the Company’s debt that was outstanding as of January 31, 2021 approximated fair value as the debt bore a floating rate that approximated the market interest rate. The Company measures certain non-financial assets including property and equipment, and other intangible assets at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of January 31, 2022 and 2021, there were no material non-financial assets recorded at fair value. Fair Value Option The Company elected the fair value option to account for its convertible notes. The Company recorded the convertible notes at fair value with changes in fair value recorded on the consolidated statement of operations and comprehensive loss (Note 5). The primary reason for electing the fair value option was for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred. In connection with the Business Combination, the convertible notes converted into shares of Class A common stock. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company’s cash and cash equivalents are deposited in checking and money market accounts with financial institutions in the U.S. and checking accounts with financial institutions in Canada, Germany, the Netherlands and Singapore that management believes are of high credit quality. The Company generally does not require collateral to support the obligations of the counterparties and deposits at banks may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries. The Company has not experienced material losses on its deposits of cash and cash equivalents. The maximum amount of loss at January 31, 2022 that the Company would incur if parties to cash and money market funds failed completely to perform according to the terms of the contracts is $489.9 million. Accounts receivables are typically unsecured and are derived from revenue earned from customers across various countries. As of January 31, 2022, four customers accounted for 23%, 14%, 12%, and 10% of accounts receivable, respectively. As of January 31, 2021, three customers accounted for 32%, 18%, and 12% of accounts receivable, respectively. For the fiscal year ended January 31, 2022, one customer accounted for 11% of revenue. For the fiscal year ended January 31, 2021, three customers accounted for 12%, 10% and 10%, of revenue. For the fiscal year ended January 31, 2020, one customer accounted for 13% of revenue. The Company’s products require continued approval from the Federal Communications Commission (“FCC”) and other international regulatory agencies for the Company to continue its operations. There can be no assurance that the Company’s products will continue to receive the necessary approvals or that its operations will be supported by the U.S. government or other governments. If the Company was denied such approvals, if such approvals were delayed, or if the U.S. government’s or other governments’ policies change, these events may have a material adverse impact on the Company’s financial position and results of operations. The Company contracts with certain third-party service providers to launch satellites. Service providers who provide these services are limited. The inability of launch service providers to contract with the Company could materially impact future operating results. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows: Estimated useful life Computer equipment and purchased software 3 Office furniture, equipment and fixtures 5 Satellites 2.2 to 9 Ground stations and ground station equipment 3 to 10 Leasehold improvements lesser of useful life or term of lease Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design and operation of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers. The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets. At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life. In February 2021, the Company completed an assessment of the useful lives of its satellites and adjusted the estimated useful life of certain satellites from 6 years to 9 years. This change in accounting estimate was effective beginning in fiscal year 2022. In August 2021, additional information specific to a single high resolution satellite became available which indicated the useful life of the satellite will be less than originally estimated. The change in estimate for this satellite was accounted for prospectively beginning in August 2021. The effect of these changes in estimate was a net decrease in depreciation expense of $17.6 million and a decrease in basic and diluted net loss per share attributable to common stockholders of approximately $0.22 for the fiscal year ended January 31, 2022. Capitalized Internal-Use Software Development Costs Costs directly attributable to the development of internal-use software are capitalized when the preliminary design of the software is completed, management has committed funding to proceed with the development and confirmed adequate probability that the project will be completed and the software will function as intended. Capitalization is discontinued when the project is substantially completed and ready for its intended use. The Company capitalizes labor costs that are incurred and necessary for the software to be placed into service and any interest costs apportioned to the project, if material. The Company amortizes capitalized internal-use software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one Impairment of Long-Lived Assets The carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. This evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. If the carrying amount of the asset or asset group is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset or asset group exceeds the fair value of the asset or asset group. During the fiscal year ended January 31, 2022, the Company recognized impairment expense of approximately $1.1 million relating to capitalized costs for certain internal-use software development projects that were discontinued before the projects were completed. The impairment expense is included in research and development expenses within the consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2022. Other than as noted above, no events or changes in circumstances indicated the carrying amounts of the Company’s long-lived assets may not be recoverable during the fiscal years ended January 31, 2022, 2021 and 2020. Business Combinations The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired, including intangible assets and related goodwill. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable but recognizes that the assumptions are inherently uncertain. Acquisition-related costs are accounted for as expenses in the period in which they are incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements as of the acquisition date. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization and is tested for impairment at least annually, during the fourth quarter of each fiscal year or more frequently if events or circumstances indicate that the asset might be impaired. In assessing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded goodwill amounts have been impaired, the Company would perform a quantitative impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when goodwill is assessed for impairment. No goodwill impairment was recorded during the fiscal years ended January 31, 2022, 2021 and 2020. Intangible Assets Intangible assets with finite useful lives are carried at cost, net of accumulated amortization and impairment, where applicable. Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows: Estimated useful life Developed technology 5 to 9 Imagery library 3 Customer relationships 5 to 9 Trade names and other 3 to 7 Revenue Recognition The Company recognizes revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied. The Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services. Imagery licensing agreements vary by contract, however, generally they have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or archive access licenses. The Company’s imagery licensing agreements and service agreements are generally non-cancelable and do not contain refund-type provisions. At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract. Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The access to imagery through the Company’s online platform and the ability to download such imagery represent two separate performance obligations. As such, a portion of the total contract consideration related to access to continuously updated imagery content is recognized ratably on a straight-line basis over the term of the contract. At contract inception, existing or archived imagery is available for download by the customer. The existing or archived imagery has significant standalone functionality and is not updated once licensed to a particular customer. As such, the portion of the contract consideration related to the download license of existing or archive imagery content is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer. The portion of the contractual consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract. To the extent the number of downloads of the specified imagery content is unlimited, the contractual consideration related to downloads is recognized ratably on a straight-line basis over the term of the contract. When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships. The Company also provides other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed. The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. Revenue excludes sales and usage based taxes where it has been determined that the Company is acting as a pass through agent. The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of imagery licensing and other services are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration, including a revenue share arrangement. For these arrangements, the Company estimates the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis. The Company typically bills in advance either quarterly or annually for contracts with terms of one year or longer. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or non-current deferred revenue based on the expected performance date. The Company applied the practical expedient in Topic 606 and did not evaluate contracts of one year or less for the existence of a significant financing component. The financing component of multi-year contracts were not significant. Cost of Revenue Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved, third party imagery expenses, depreciation of satellites and ground stations, and the amortization of capitalized internal-use software related to creating imagery provided to customers. Cost of revenue from professional services consists primarily of employee-related costs associated with providing these services, including costs paid to subcontractors and certain third-party fees. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Research and Development Expenditures Research and development expenditures primarily include personnel- related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Expenses classified as research and development are expensed as incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iteration. The Company continues to iterate its satellites and operations for optimal efficiency and function. Satellite costs associated with the design, manufacture, launch, and commissioning of experimental satellites or other space related research and development activities are expensed as incurred. Sales and Marketing Sales and marketing expenditures primarily include costs incurred to market and distribute the Company’s products. Such costs include advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for the Company’s sales and marketing personnel and sales office expenses. Sales and marketing expenses are expensed as incurred. Advertising expenses for the fiscal years ended January 31, 2022, 2021 and 2020 were not material. General and Administrative General and administrative expenses include personnel-related expenses and facilities-related costs primarily for its executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally comprised of legal, audit, tax, and insurance, as well as executive management expenses. General and administrative costs are expensed as incurred. Leases Leases are reviewed and classified as capital or operating at their inception. For operating leases, the Company records rent expense on a straight-line basis over the noncancelable lease term and records the difference between the rent paid and the recognition of rent expense as a deferred rent asset or liability. Rent escalation, rent abatement, or other concessions, such as rent holidays, and landlord or tenant incentives or allowances, are recorded as deferred rent and amortized over the remaining lease term. Income Taxes The Company is subject to income taxes in the U.S. and various foreign jurisdictions and uses estimates in determining its provisions for income taxes. The Company accounts for income taxes under the asset and liability method |
Business Combination
Business Combination | 12 Months Ended |
Jan. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Business Combination | Business Combination As discussed in Note 1, the Company completed the Business Combination on December 7, 2021, pursuant to the Merger Agreement. Upon the consummation of the Business Combination, the following events contemplated by the Merger Agreement occurred, based on Former Planet’s capitalization as of December 7, 2021: • all Former Planet convertible preferred stock (see note 10) converted into shares of Former Planet Class A common stock and all Former Planet convertible preferred stock warrants became warrants for Former Planet Class A common stock (see note 9); • the Venture Tranche B loans and the 2020 Convertible Notes (see note 9) converted into shares of Former Planet Class A common stock; • each share of Former Planet capital stock (other than Former Planet Class B common stock) was converted into the right to receive shares of Planet’s Class A common stock after giving effect to the Exchange Ratio of approximately 1.53184 as calculated in accordance with the Merger Agreement; • each share of Former Planet Class B common stock was converted into the right to receive shares of Planet’s Class B common stock after giving effect to the Exchange Ratio of approximately 1.53184 as calculated in accordance with the Merger Agreement; • all granted and outstanding unexercised Former Planet stock options were converted into Planet stock options exercisable for shares of Planet’s Class A common stock with the same terms and vesting conditions except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; • all granted and outstanding unvested Former Planet restricted stock units were converted into Planet restricted units for shares of Planet’s Class A common stock with the same terms and vesting conditions except for the number of shares, which was adjusted by the Exchange Ratio; and • Former Planet Class A common stock warrants that remained outstanding subsequent to the closing of the Business Combination (see Note 9) were converted into warrants for Planet’s Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio Pursuant to the Merger Agreement, Former Planet equity holders, including Former Planet equity award holders, will have the right to receive up to an additional 27,000,000 shares in earnout consideration (the “Earn-out Shares”), of which up to 24,600,000 shares may be issued as shares of Class A common stock and up to 2,400,000 may be issued to William Marshall and Robert Schingler, Jr. (the “Planet Founders”) as shares of Class B common stock. The Earn-out Shares may be earned in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Earn-out Shares that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration. Approximately 5,540,990 shares of the Earn-out Shares were allocated to Former Planet equity award holders, which are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation because service must be provided through each market condition vesting requirement described above. The remaining Earn-out Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Business Combination, and recorded in Additional paid-in capital. Additionally, the shares of dMY IV Class B common stock automatically converted to 8,625,000 shares of the Company’s Class A common stock (the “dMY Sponsor Shares”), of which, pursuant to a lock-up agreement entered into with the dMY Sponsor in connection with the Business Combination, 862,500 shares are subject to vesting under conditions consistent with the Earn-out Shares discussed above (the “dMY Sponsor Earn-out Shares”). The dMY Sponsor Earn-out Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Business Combination, and recorded in Additional paid-in capital. On July 7, 2021, in connection with the execution of the Merger Agreement, and on September 13, 2021, following receipt of interest expressed by additional subscribers after the announcement of the Business Combination, dMY IV entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of dMY IV’s Class A common stock (such parties, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and dMY IV agreed to sell to the Subscribers, an aggregate of 25,200,000 shares of dMY IV Class A Common Stock, for a purchase price of $10.00 per share. Immediately prior to the closing of the Business Combination, the Company issued and sold 25,200,000 shares of its Class A common stock to the Subscribers for aggregate gross proceeds to the Company of $252.0 million (the “PIPE Investment”). In connection with the Business Combination transactions, the outstanding principal, accrued interest and repayment fees of $67.1 million of the credit agreement with SVB and Hercules was repaid (see note 9). The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, whereby dMY IV was treated as the acquired company and Former Planet was treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Former Planet issuing stock for the net assets of dMY IV, accompanied by a recapitalization. The net assets of dMY IV were stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the fiscal year ended January 31, 2022: (in thousands) Recapitalization Cash - dMY IV Trust and cash, net of redemptions $ 338,383 Cash - PIPE Investment 252,000 Less: Transaction costs (1) (57,219) Proceeds from Business Combination and PIPE Investment. net $ 533,164 Less: non-cash accrued transaction costs (326) Less: non-cash liability assumed as part of Business Combination (171) Less: non-cash fair value of Public Warrants (24,840) Less: non-cash fair value of Private Placement Warrants (29,370) Business Combination and PIPE Investment, net $ 478,457 __________________ (1) Excludes $2.2 million of transaction costs incurred attributable to the Public Warrants and Private Placement Warrants, which were recorded within other income (expense), net in the consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2022. The number of shares of the Company’s common stock outstanding immediately following the consummation of the Business Combination and related transactions is as follows: Number of Shares Former Planet stockholders - Class A Common Stock (1) 172,161,152 Former Planet stockholders - Class B Common Stock 21,157,586 dMY IV’s public stockholders - Class A Common Stock (2) 33,810,330 Holders of dMY IV’s sponsor shares - Class A Common Stock (3) 7,762,500 PIPE Investment - Class A Common Stock 25,200,000 Total shares of common stock immediately after Business Combination 260,091,568 __________________ (1) Excludes 1,746,296 shares of Class A common stock associated with the early exercise of unvested Former Planet stock options. (2) Upon the closing of the Business Combination, dMY IV’s public stockholders were offered the opportunity to redeem shares of dMY IV Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing) in the trust account. The table above reflects redemptions of 689,670 shares of Class A common stock that occurred. (3) Excludes 862,500 shares of Class A common associated with the dMY Sponsor Earn-out Shares that are subject to vesting requirements. |
Revenue
Revenue | 12 Months Ended |
Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Deferred Revenue During the fiscal years ended January 31, 2022, 2021 and 2020, the Company recognized revenue of $55.2 million, $34.7 million and $35.1 million, respectively, that had been included in deferred revenue as of January 31, 2021, January 31, 2020 and February 1, 2019, respectively. Remaining Performance Obligations The Company often enters into multi-year imagery licensing arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices at the anniversary of each year. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and non-cancelable contracted revenue that will be invoiced and recognized in revenue in future periods. The Company’s remaining performance obligations were $153.4 million as of January 31, 2022, which consists of both deferred revenue of $67.8 million and non-cancelable contracted revenue that will be invoiced in future periods of $85.6 million. The Company expects to recognize approximately 72% of the remaining performance obligation over the next 12 months, approximately 96% of the remaining obligation over the next 24 months, and the remainder thereafter. Disaggregation of Revenue The following table disaggregates revenue by major geographic region: Year Ended January 31, (in thousands) 2022 2021 2020 United States $ 55,993 $ 61,471 $ 54,857 Canada 9,370 15,910 16,678 Rest of world 65,846 35,787 24,201 Total revenue $ 131,209 $ 113,168 $ 95,736 No single country other than the U.S. accounted for more than 10% of revenue for the fiscal year ended January 31, 2022. No single country other than the U.S. and Canada accounted for more than 10% of revenue for the years ended January 31, 2021 and 2020. Costs to Obtain and Fulfill a Contract Commissions paid to the Company’s direct sales force are considered incremental costs of obtaining a contract with a customer. Accordingly, commissions are capitalized when incurred and amortized to sales and marketing expense over the period of benefit from the underlying contracts. The period of benefit from the underlying contract is consistent with the timing of transfer to the performance obligations to which the capitalized costs relate, and is generally consistent with the contract term. During the fiscal years ended January 31, 2022, 2021 and 2020, the Company deferred $1.7 million, $3.0 million and $0.3 million of commission expenditures to be amortized in future periods. The Company’s amortization of commission expenditures was $2.0 million, $1.9 million and $1.3 million for the fiscal years ended January 31, 2022, 2021 and 2020, respectively. As of January 31, 2022 and 2021, deferred commissions consisted of the following: January 31, (in thousands) 2022 2021 Deferred commission, current $ 1,375 $ 1,030 Deferred commission, non-current 1,083 1,697 Total deferred commission $ 2,458 $ 2,727 The current portion of deferred commissions are included in prepaid expenses and other current assets on the consolidated balance sheets. The non-current portion of deferred commissions are included in other non-current assets on the consolidated balance sheets. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Jan. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities Assets and liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their respective fair values. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of January 31, 2022 and 2021 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability. January 31, 2022 (in thousands) Level 1 Level 2 Level 3 Assets Cash equivalents: money market funds $ 470,066 $ — $ — Restricted cash: money market funds 5,875 — — Total assets $ 475,941 $ — $ — Liabilities Public Warrants 10,764 — — Private Placement Warrants — — 12,460 Total liabilities $ 10,764 $ — $ 12,460 January 31, 2021 (in thousands) Level 1 Level 2 Level 3 Assets Cash equivalents: money market funds $ 50,449 $ — $ — Restricted cash: money market funds 5,165 — — Total assets $ 55,614 $ — $ — Liabilities Convertible notes — — 101,212 Preferred stock warrant liability — — 11,359 Total liabilities $ — $ — $ 112,571 Money Market Funds The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. There were no realized or unrealized gains or losses on money market funds for the fiscal years ended January 31, 2022, 2021 and 2020. Public and Private Placement Warrants The Public Warrants were classified within Level 1 as they are publicly traded and had an observable market price in an active market. The Private Placement Warrants (excluding the Private Placement Vesting Warrants) were valued based on a Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies. The expected volatility inputs utilized for the fair value measurements of the Private Placement Warrants upon the closing of the Business Combination and as of January 31, 2022 were 55.0% and 60.0%, respectively. The following is a rollforward of balances for the Private Placement Warrants for the fiscal year ended January 31, 2022: (in thousands) Private Placement Warrants Assumed in Business Combination $ 29,370 Change in fair value (16,910) Fair value as of January 31, 2022 $ 12,460 Convertible notes In connection with the Business Combination, the convertible notes converted into shares of Class A common stock. The Company measured the fair value of the convertible notes upon conversion based on the closing price of the Company’s Class A common stock on the date of the Business Combination and the number of Class A common stock shares into which the notes converted. As of January 31, 2021, the Company measured its convertible notes at fair value based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy. The fair value of the convertible notes as of January 31, 2021 was estimated using a probability- weighted hybrid method combining (i) an option pricing model, and (ii) a discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s convertible notes are the estimated time to liquidation, volatility, discount yield and risk-free interest rates. The following table provides quantitative information associated with the fair value measurement of the convertible notes as of January 31, 2021: Fair Value as of Valuation Technique Unobservable Input Input (in thousands) Convertible Notes $ 101,212 Probability-weighted Estimated time to liquidation 0.2 - 0.5 years Volatility 35.0% Discount Yield 16.0% Risk-free interest rate 0.1% The following is a rollforward of balances for the convertible notes for the fiscal years ended January 31, 2022, 2021 and 2020: (in thousands) Convertible Fair value as of February 1, 2019 $ — Issuance 10,963 Change in fair value (159) Fair value as of January 31, 2020 10,804 Issuance 68,529 Extinguishment (3,260) Change in fair value 25,139 Fair value as of January 31, 2021 101,212 Change in fair value 13,142 Conversion to Class A Common Stock (114,354) Fair value as of January 31, 2022 $ — Preferred stock warrant liability In connection with the Business Combination, all Series B and Series D preferred stock warrants converted into warrants for Class A common stock. A portion of such Class A common stock warrants were exercised upon the closing of the Business Combination. The Company measured the fair value of the exercised warrants upon settlement based on the closing price of the Company’s Class A common stock on the date of the Business Combination and the number of Class A common stock shares that were issued to the warrant holders. For the portion of the Class A common stock warrants that were not exercised and remained outstanding subsequent to the closing of the Business Combination, the Company concluded such warrants met the criteria to be classified in stockholders’ equity. Accordingly, the Class A common stock warrants that remained outstanding were measured at fair value and classified within stockholders’ equity on the date of the Business Combination. As of January 31, 2021, the Company measured its liabilities for the Series B and D preferred stock warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy. The fair value of the preferred stock warrant liabilities as of January 31, 2021 was estimated using an option pricing model. The significant unobservable inputs used in the fair value measurement of the Company’s preferred stock warrant liabilities are volatility, term and discount for lack of marketability. The following table provides quantitative information associated with the fair value measurement of the preferred stock warrant liability as of January 31, 2021: Fair Value as of Valuation Technique Unobservable Input Input (in thousands) Preferred Stock Warrant Liability $ 11,359 Option Pricing Method Term 0.5 - 1.75 years Volatility 60% Discount for lack of 10% - 17% The following is a rollforward of balances for the preferred stock warrant liability for the fiscal years ended January 31, 2022, 2021 and 2020: (in thousands) Preferred Stock Fair value as of February 1, 2019 $ 3,897 Issuance — Change in fair value (48) Fair value as of January 31, 2020 3,849 Issuance 2,596 Change in fair value 4,914 Fair value as of January 31, 2021 11,359 Change in fair value 12,118 Reclassification to stockholders’ equity upon conversion to Class A common stock warrants (23,477) Fair value as of January 31, 2022 $ — |
Acquisition
Acquisition | 12 Months Ended |
Jan. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition VanderSat On December 13, 2021, the Company acquired all of the equity interest of VanderSat B.V. (“VanderSat”), a provider of advanced earth data and analytics that report on key conditions on the Earth’s surface, including soil moisture, land surface temperature and vegetation optical depth. The purpose of the acquisition was to allow the Company to a ccelerate its position in agriculture and continue to mature its offerings in other verticals including insurance, civil government, and finance. The fair value of the consideration transferred was $22.8 million, consisting of $9.6 million in cash, net of cash acquired, $12.9 million in Class A common stock valued at $9.47 per share based on the quoted closing price of the Company’s Class A common stock, and a contingent consideration liability of $0.3 million. In connection with the acquisition, the Company issued 1,900,739 shares of its Class A common stock, of which 1,357,348 shares were accounted for as purchase consideration. The remaining 543,391 shares of Class A common stock were issued to an employee and former owner of VanderSat and are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting (see Note 13). The following table summa rizes the fair value of the assets acquired and liabilities assumed at the date of acquisition: (in thousands) December 13, 2021 Net Assets Acquired Goodwill $ 14,826 Identifiable intangible assets acquired Customer relationships 671 Developed technology 8,487 Other 796 Deferred tax asset 892 Property and equipment 61 Net working capital acquired, net of cash acquired (394) Deferred tax liability (2,568) Total purchase consideration $ 22,771 Identifiable intangible assets were measured at fair value. The developed technology was valued using the royalty method under the income approach, which requires the Company to estimate a royalty rate, identify relevant projected revenue and expenses and select an appropriate discount rate. The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits resulting from the integration of VanderSat into the Company and the combination of VanderSat’s solutions with the Company’s existing products. The goodwill is not deductible for tax purposes. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following: January 31, (in thousands) 2022 2021 Satellites* $ 310,861 $ 302,577 Leasehold improvements 15,448 15,630 Ground stations and ground station equipment 12,685 12,560 Office furniture, equipment and fixtures 5,335 4,995 Computer equipment and purchased software 8,197 7,837 Total property and equipment, gross 352,526 343,599 Less: Accumulated depreciation (219,246) (183,744) Total property and equipment, net $ 133,280 $ 159,855 __________________ * Satellites include $13.7 million and $13.3 million of satellites in process and not placed into service as of January 31, 2022 and 2021, respectively. Interest expense associated with manufactured satellites was not material for the fiscal years ended January 31, 2022, 2021 and 2020. The Company’s long-lived assets by geographic region are as follows: January 31, (in thousands) 2022 2021 United States $ 130,230 $ 156,537 Rest of the world 3,050 3,318 Total property and equipment, net $ 133,280 $ 159,855 The Company concluded that satellites in service continue to be owned by the U.S. entity and accordingly are classified as U.S. assets in the table above. No single country other than the U.S. accounted for more than 10% of total property and equipment, net, as of January 31, 2022 and 2021. Total depreciation expense for the fiscal years ended January 31, 2022, 2021 and 2020 was $37.8 million, $52.7 million and $69.1 million, respectively, of which $33.0 million, $44.2 million and $58.6 million, respectively, was depreciation expense specific to satellites. Capitalized Internal-Use Software Development Costs Capitalized internal-use software costs, net of accumulated amortization consists of the following: January 31, (in thousands) 2022 2021 Capitalized internal-use software $ 36,453 $ 32,425 Less: Accumulated amortization (25,685) (20,431) $ 10,768 $ 11,994 Interest expense associated with capitalized internal-use software costs was not material for the fiscal years ended January 31, 2022, 2021 and 2020. Amortization expense for capitalized internal-use software for the fiscal years ended January 31, 2022, 2021 and 2020 was $5.3 million, $7.1 million and $5.3 million, respectively. Estimated future amortization expense of capitalized internal-use software at January 31, 2022, is as follows: (in thousands) 2023 $ 3,092 2024 2,751 2025 2,590 2026 2,202 2027 133 $ 10,768 Goodwill and Intangible Assets Goodwill and Intangible assets consist of the following: January 31, 2022 January 31, 2021 (in thousands) Gross Accumulated Foreign Net Gross Accumulated Foreign Net Developed technology $ 16,557 $ (7,583) $ (9) $ 8,965 $ 8,070 $ (6,869) $ (9) $ 1,192 Image library 12,028 (10,610) 104 1,522 11,430 (10,203) 104 1,331 Customer relationships 3,951 (2,161) 8 1,798 3,280 (1,615) 9 1,674 Trade names and other 4,551 (2,678) 39 1,912 3,755 (2,318) 39 1,476 Total intangible assets $ 37,087 $ (23,032) $ 142 $ 14,197 $ 26,535 $ (21,005) $ 143 $ 5,673 Goodwill $ 101,413 $ — $ 1,806 $ 103,219 $ 86,587 $ — $ 1,806 $ 88,393 No impairment charges were recognized related to intangible assets (including goodwill) in the fiscal years ended January 31, 2022, 2021 and 2020. Amortization expense for the fiscal years ended January 31, 2022, 2021 and 2020 was $2.0 million, $2.4 million and $3.2 million, respectively. Estimated future amortization expense of intangible assets at January 31, 2022, is as follows: (in thousands) 2023 $ 2,865 2024 2,797 2025 1,874 2026 1,425 2027 1,108 Thereafter 4,128 $ 14,197 The change in the carrying amount of goodwill during the years ended January 31, 2022 and 2021 is as follows: January 31, (in thousands) 2022 2021 Beginning of period $ 88,393 $ 88,393 Acquisition 14,826 — End of period $ 103,219 $ 88,393 Prepaid Expenses and Other Assets Prepaid expenses and other current assets consist of the following: January 31, (in thousands) 2022 2021 Prepaid tax and withholding tax receivables $ 932 $ 1,761 Prepaid satellite launch services 300 — Deferred commissions 1,375 1,030 Deposits 846 667 Restricted cash 309 375 Prepaid directors’ and officers’ liability insurance 4,757 — Other prepayments and receivables 7,866 3,301 Total prepaid expenses and other current assets $ 16,385 $ 7,134 Other non-current assets consist of the following: January 31, (in thousands) 2022 2021 Deferred commissions $ 1,083 $ 1,697 Prepaid satellite launch services 1,373 772 Other non-current assets 258 515 Total other non-current assets $ 2,714 $ 2,984 Accrued and Other Current Liabilities Accrued liabilities and other current liabilities consist of the following: January 31, (in thousands) 2022 2021 Deferred R&D service liability (1) $ 21,878 $ 8,208 Payroll and related expenses 6,007 3,229 Customer payable (2) — 10,000 Deferred hosting costs 3,967 2,301 Deferred rent 2,193 2,215 Accrued interest payable — 616 Withholding taxes and other taxes payable 3,731 841 Other accruals 11,047 2,785 Total accrued and other current liabilities $ 48,823 $ 30,195 __________________ (1) In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “R&D Services Agreement”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and originally provided for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three year period. In November 2021, the R&D Services Agreement was amended to increase the fee to $45.2 million. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC 730-20, Research and Development. As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. During the fiscal year ended January 31, 2022, the Company recognized $4.7 million of fees and incurred $4.8 million research and development expenses in connection with the R&D Services Agreement. The activity for the fiscal year ended January 31, 2021 was immaterial. As of January 31, 2022 and 2021, the Company had received a total of $26.7 million and $8.3 million, respectively, under the R&D Services Agreement. The deferred R&D service liability was $21.9 million and $8.2 million as of January 31, 2022 and 2021, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases office space under various noncancelable operating leases with varying lease expiration dates through 2024. Certain leases contain renewal options for the Company to extend the lease term and escalation clauses. Rent expense for the fiscal years ended January 31, 2022, 2021 and 2020, net of sublease income of $0.3 million, $1.3 million and $1.3 million, respectively, was $3.1 million, $3.0 million and $3.8 million, respectively. Future minimum lease payments under noncancelable office leases as of January 31, 2022 are as follows: (in thousands) 2023 $ 5,359 2024 1,729 2025 — 2026 — 2027 — Thereafter — Total minimum lease payments $ 7,088 Launch and Ground Station Services The Company has purchase commitments for future satellite launch services and ground station services, including leases, to be performed by third- parties subsequent to January 31, 2022. Future purchase commitments under noncancelable launch service and ground station service contracts as of January 31, 2022 are as follows: (in thousands) Launch Ground 2023 $ 1,025 $ 2,406 2024 1,200 985 2025 — 686 2026 — 402 2027 — 76 Thereafter — — Total purchase commitments $ 2,225 $ 4,555 Other The Company has minimum purchase commitments for hosting services from Google through January 31, 2028. Future minimum purchase commitments under the noncancelable hosting service agreement as of January 31, 2022 is as follows: (in thousands) 2023 $ 25,379 2024 28,050 2025 30,120 2026 31,190 2027 32,725 Thereafter 33,427 Total purchase commitments $ 180,891 Contingencies The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims, individually or in the aggregate, that are expected to have a material adverse impact on its consolidated financial statements as of each reporting period. From time to time however, the Company may have certain contingent liabilities that arise in the ordinary course of business activities including those arising from disputes and claims and events arising from revenue contracts entered into by the Company. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. To date, we have not incurred any material costs, and have not accrued any liabilities in the consolidated financial statements as a result of these provisions. |
Debt, Convertible Notes, and Wa
Debt, Convertible Notes, and Warrants | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt, Convertible Notes, and Warrants | Debt, Convertible Notes, and Warrants In November 2014, the Company entered into a secured term loan agreement with Venture Lending & Leasing, Inc. (“ Venture ”), an affiliate of Western Technology Investment, for a $25.0 million loan with an interest rate of 11.0% per annum (the prime rate plus 7.75%, minimum of 11.0%). The Company drew the full amount under the loan agreement, which was fully repaid in March 2019. Loan fees associated with entering into the agreement were not material. In connection with the loan, the Company issued warrants to Venture for the purchase of up to 761,340 shares of Series B convertible preferred stock. The terms and conditions of the warrants are dependent upon future rounds of preferred financing for which the exercise price is either the price per share of the Company’s Series B convertible preferred stock issued (Note 10), or the price for preferred stock in subsequent fundraising rounds, at Venture’s option (the price payable is subject to adjustment for certain events such as the subdivision or combination of common stock, if dividends are declared by the Company, or if there is a change of control of the Company). The warrants may be exercised by Venture at any time until March 1, 2025, unless all other preferred stock issued by the Company has been converted into common stock, in which case the warrants automatically convert into common stock at a price not less than $9.3844 per share. Venture is also able to exercise the warrants on a cashless or “net issuance” basis in return for a reduced preferred stock allocation. The proceeds of the debt issuance were allocated first to the warrants based on their fair value with the residual proceeds being allocated to debt. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $0.6 million which was being amortized as interest expense over the term of the loan using the effective interest method. In connection with the Business Combination (see Note 3), the Series B convertible preferred stock warrants discussed above converted into warrants for Class A common stock and were exercised on a cashless basis resulting in the issuance of 761,340 shares of Class A common stock. In May 2017, the Company entered into two additional secured term loan agreements (the “ 2017 loans ”) with Venture for loan amounts of $25.0 million each. Each loan bore an interest rate of 11.0% per annum. The Company drew down $25.0 million ($12.5 million from each of the two 2017 loans) in May 2017 which matures in November 2021, with the remaining $25.0 million ($12.5 million from each of the two 2017 loans) which matures in August 2022 drawn down in February 2018. Loan fees associated with entering into the agreement were not material. Under the terms of the 2017 loan agreements, the Company was required to make majority interest-only payments until May 2019 (with nominal amounts for principal repayments) for the first $25.0 million that was drawn down in May 2017 and majority interest-only payments until February 2020 (with nominal amounts for principal repayments) for the remaining $25.0 million that was drawn in February 2018. Material repayment of the principal amount outstanding for the first $25.0 million drawn was to begin in June 2019, payable in thirty monthly installments; and repayment of the remaining $25.0 million drawn was to begin in March 2020, also payable in thirty monthly installments. In connection with the 2017 loans, the Company issued warrants to Venture for the purchase of up to 372,957 and 372,957 shares of Series D convertible preferred stock for the loan amounts drawn in 2018 and 2017, respectively. The terms and conditions of the warrants are dependent upon future rounds of preferred equity financing for which the exercise price is either the price per share of the Company’s Series D convertible preferred stock issued (Note 10), or the price for preferred stock in subsequent fundraising rounds, at Venture’s option (the price payable is subject to adjustment for certain events such as the subdivision or combination of common stock, if dividends are declared by the Company, or if there is a change of control of the Company). The warrants may be exercised by Venture at any time until April 1, 2028, unless all other preferred stock issued by the Company has been converted into common stock, in which case the warrants automatically convert into common stock at a price not less than $9.3844 per share. Venture is also able to exercise the warrants on a cashless or “net issuance” basis in return for a reduced preferred stock allocation. The proceeds of debt issuance were allocated first to the warrants based on their fair value with the residual proceeds being allocated to debt. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $0.6 million and $0.6 million for the amounts drawn in 2018 and 2017, respectively (which was being amortized as interest expense over the terms of the 2017 loans using the effective interest method). In connection with the Business Combination (see Note 3), the Series D convertible preferred stock warrants discussed above converted into warrants for Class A common stock and were exercised on a cashless basis, resulting in the issuance of 745,914 shares of Class A common stock. Borrowings under the loans from Venture were collateralized by certain assets of the Company, including its internally developed technology. The Venture loan agreements included customary events of default, including failure to pay amounts due, breaches of covenants and warranties, certain judgments and judicial actions against the Company, material adverse effect events, cross default and insolvency. If an event of default occurs, Venture could require immediate repayment of all amounts due. In June 2019, the Company paid the remaining $49.0 million of outstanding balance of the 2017 loans from Venture in cash. In connection with the repayment, the Company issued subordinated debt to Venture (“ Tranche B ”, see below) representing a prepayment penalty, with a nominal value and a fair value of the debt upon issuance of $8.6 million and $11.0 million, respectively. As a result, the Company recognized $11.5 million of debt extinguishment loss, representing the unamortized debt discount balance of $0.5 million, as well as the fair value of the subordinated debt of $11.0 million and the amount was included in the Company’s consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2020. Venture Loan Amendment On June 21, 2019, the Company amended the 2017 loan agreements with Venture (the “ Amendment ”). Under the Amendment, the 2017 loans were bifurcated into two tranches: Tranche A, in an amount of $49.0 million, representing the remaining principal amount of the 2017 loans; and Tranche B, in an amount of $8.6 million, representing the 2017 loans prepayment penalty. Tranche A was paid in full upon the execution of the Amendment. Tranche B, consisting of two separate subordinated contract liability instruments of $4.3 million each, remained outstanding. The Tranche B loans bore no interest, have no maturity date or prepayment schedule, and are subordinate to SVB & Hercules Loan (defined below) for any enforcement of a security interest or lien. At the option of the lenders, the Tranche B loans can be converted into Series D convertible preferred stock at any time. In addition, the Tranche B loans include conversion features conditioned on future rounds of preferred equity financing, and bridge financing. The Company cannot prepay the Tranche B loans. The Tranche B loans are due and payable in full upon an Acceleration Event (as defined in the Tranche B loans), which includes an event of default, a change in control, an initial public offering and liquidity event. The Tranche B loans also include optional prepayment and conversion features contingent upon additional debt issuance by the Company. The Company elected to apply the fair value option to the outstanding Tranche B loans. The Tranche B loans were classified as a current liability and were measured at a fair value of $10.9 million at issuance. Changes in fair value were subsequently recognized in the consolidated statements of operations and comprehensive loss. During the fiscal year ended January 31, 2021, the Company repaid $2.6 million of the Venture Tranche B and recognized debt extinguishment gain of $0.7 million, which represents a difference between the par amount of the repaid principle of the Venture Tranche B and the respective fair value upon repayment. In July 2021, the Company amended certain terms of its Venture Tranche B loans and certain terms of the warrants issued to Venture to provide for, among other things, (i) an amendment to the definition of an initial public offering to include the acquisition of the Company by a SPAC, (ii) immediately prior to the consummation of an initial public offering, the automatic conversion of the outstanding principal under the notes into bridge financing securities and (iii) immediately prior to the consummation of an initial public offering, the automatic exchange of the warrants for shares of the Company securities. The form of bridge financing securities to be issued are substantially in the same form as the Company’s amended 2020 Convertible Notes and would result in such bridge financing securities being converted into shares of common stock immediately prior to the Business Combination at a conversion price equal to the lesser of (i) the Capped Price immediately prior to the closing of the Business Combination or (ii) 80% of the value of consideration payable for each share of Class A common stock provided for in the Business Combination. The amended terms of the Venture Tranche B loans were not considered substantially different than the original terms of such loans. As such, the Tranche B loans continued to be recognized at fair value pursuant to the fair value option. In connection with the Business Combination (see Note 3), the Venture Tranche B loans converted into 754,378 shares of the Company’s Class A common stock, therefore there were no loan amounts outstanding as of January 31, 2022. SVB & Hercules Loan On June 21, 2019, the Company entered into a Credit Agreement with SVB and Hercules for a $50 million secured loan with an interest rate of 11.0% per annum (the prime rate plus 5.5%, minimum of 11%). The loan matures in June 2022. With the proceeds, the Company paid back $49.0 million of senior secured debt (the 2017 loans above). In connection with the loan, the Company issued warrants to the lenders and their affiliates for the purchase of 1,049,801 shares of the Company’s Class A common stock with an exercise price of $0.00001 per share with an expiration date of June 2029. Under the terms of the agreement, the Company is required to make interest-only payments until the maturity date of June 21, 2022. This maturity date is subject to a springing maturity condition, whereby, if 91 days prior to the June 21, 2022 maturity date of the 2020 Convertible Notes, the outstanding 2020 Convertible Notes have not been converted into equity securities, the SVB & Hercules Loan will become due and payable, including interest and fees. The Company incurred $0.3 million of loan fees associated with its entry into the agreement and accrued $1.5 million of final loan fees payable upon maturity. The proceeds of debt issuance were allocated between debt and the warrants based on their relative fair value. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $4.2 million. The discount amount due to the warrant of $4.2 million along with the total loan fees of $1.8 million was being amortized as interest expense through maturity using the effective interest method. On June 5, 2020, the Company obtained an additional $15 million secured loan from SVB and Hercules. The loan bore an interest rate of 11.0% per annum and matures on June 21, 2022, or 91 days prior to the maturity date of the 2020 Convertible Notes, described below, if the outstanding 2020 Convertible Notes have not been converted into equity securities. With the proceeds, the Company paid back $2.6 million, or 30% of the face value of its Venture Tranche B loans. In connection with the loan, the Company issued warrants to the lenders and their affiliates for the purchase 384,155 shares of Class A common stock of the Company with an expiration date of June 2030. The proceeds of debt issuance were allocated between debt and the warrants based on their relative fair value. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $1.6 million. The discount amount due to the warrant of $1.6 million along with the total loan fees of $0.6 million was being amortized as interest expense through maturity using the effective interest method. In connection with the Business Combination (see Note 3), the outstanding principal, accrued interest and repayment fees of $67.1 million relating to the credit agreement with SVB and Hercules was repaid. Therefore, there were no loan amounts outstanding as of January 31, 2022. As a result of the repayment, the Company recognized a debt extinguishment loss of $1.7 million during the fiscal year ended January 31, 2022. During the fiscal year ended January 31, 2022, the Class A common stock warrants discussed above were exercised on a net-basis resulting in the issuance of 1,433,567 shares of Class A common stock. 2020 Convertible Notes During the fiscal year ended January 31, 2021, the Company entered into a Convertible Note and Warrant Purchase Agreement with certain investors, pursuant to which it issued convertible promissory notes (the “ 2020 Convertible Notes ”). The 2020 Convertible Notes bore interest at a rate of 6.0% per annum, that compounds quarterly and matures on June 22, 2022. The principal amount of 2020 Convertible Notes issued is $71.1 million in aggregate. The Company issued warrants for the purchase of Series D convertible preferred stock, equal to 20% of the original principal amount of the notes, with an exercise price of $9.3844. The warrants expire on the tenth anniversary of the date of issuance. The number of shares of Series D convertible preferred stock issuable under the warrants is 1,515,799 in aggregate. The 2020 Convertible Notes contain automatic conversion features in the event of the closing of the Company’s next sale of preferred stock occurring on or prior to the 2020 Convertible Notes’ maturity date resulting in gross proceeds in excess of at least $75.0 million, (the “ Next Equity Financing ”). Upon closing of a Next Equity Financing, all outstanding principal and accrued interest under the 2020 Convertible Notes will automatically convert at a conversion price equal to the lesser of (i) 80% of the per share price received from investors in the Next Equity Financing and (ii) $2.5 billion divided by the Company’s capitalization (the “ Capped Price ”), immediately prior to the closing of the Next Equity Financing. The 2020 Convertible Notes also contain an optional conversion feature upon an equity financing by the Company which does not constitute a Next Equity Financing (a “ Non-Qualified Financing Conversion ”). In the event of a Non-Qualified Financing Conversion, the 2020 Convertible Notes will be convertible at the option of the holder, into a series of capital stock issued in the Non-Qualified Financing at a conversion price equal to the lesser of (i) 80% of the per share price received from investors in the Non-Qualified Financing and (ii) the Capped Price. In the event of a Change of Control, as defined in the 2020 Convertible Note agreement, prior to repayment in full and prior to the Next Equity Financing, at the option of the holder, either (i) the Company shall pay 200% of the then outstanding principal accrued interest, or (ii) shall convert into common stock of the Company at a conversion price equal to the Capped Price immediately prior to the closing of the Change of Control. The Company elected to apply the fair value option to the outstanding 2020 Convertible Notes. As such, the 2020 Convertible Notes were recognized at fair value with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. In July 2021, the Company amended certain terms of its 2020 Convertible Notes to provide for, among other things, the automatic conversion of the outstanding principal and accrued interest under the notes into shares of common stock immediately prior to the Business Combination. The conversion price in such event is equal to the lesser of (i) the Capped Price immediately prior to the closing of the Business Combination or (ii) 80% of the value of consideration payable for each share of Class A common stock provided for in the Business Combination transaction. The amended terms of the 2020 Convertible Notes were not considered substantially different than the original terms of such notes. As such, the 2020 Convertible Notes continued to be recognized at fair value pursuant to the fair value option. In connection with the Business Combination (see Note 3), the 2020 Convertible Notes converted into 9,824,143 shares of the Company’s Class A Common Stock, therefore there were no 2020 Convertible Notes outstanding as of January 31, 2022. In connection with the Business Combination (see Note 3), 450,205 of the Series D convertible preferred stock warrants discussed above converted into warrants for Class A common stock and were exercised on a cashless basis, resulting in the issuance of 27,713 shares of Class A common stock. The remaining 1,065,594 Series D convertible preferred stock warrants that were not exercised converted into warrants for Class A common stock shares and remained outstanding as of January 31, 2022. The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs, the amortization of debt discounts and loss (gain) on extinguishment of debt: Year Ended January 31, (in thousands) 2022 2021 2020 Contractual interest coupon $ 6,137 $ 6,697 $ 5,554 Amortization of debt issuance costs 768 811 402 Amortization of debt discounts 1,867 1,939 990 Debt extinguishment (gain) loss 1,690 (673) 11,529 Total interest expense and extinguishment (gain) loss $ 10,462 $ 8,774 $ 18,475 A summary of warrants that remain outstanding as of January 31, 2022 in connection with the above transactions is as follows: Number of Number of Weighted Weighted Warrants to purchase Class A Common Stock 1,065,594 1,065,594 $ 9.3844 8.18 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Upon the closing of the Business Combination, the Company’s restated certificate of incorporation (the “ Charter ”) authorizes the issuance of 631,500,000 shares, of which 570,000,000 shares are shares of Class A common stock, par value $0.0001 per share, 30,000,000 shares are shares of Class B common stock, par value $0.0001 per share, 30,000,000 shares are shares of Class C common stock, par value $0.0001 per share and, and 1,500,000 shares are shares of preferred stock, par value $0.0001 per share. Class A Common Stock Voting Rights Holders of Class A common stock are entitled to cast one vote per Class A share. Generally, holders of all classes of common stock vote together as a single class, and an action is approved by Planet stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, while directors are elected by a plurality of the votes cast. Holders of Class A common stock are not entitled to cumulate their votes in the election of directors. Dividend Rights Holders of Class A common stock will share ratably (based on the number of shares of Class A common stock held) if and when any dividend is declared by the Company’s board of directors out of funds legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class A common stock with respect to the payment of dividends. Other Matters Holders of shares of the Company’s Class A common stock do not have subscription, redemption or conversion rights. Class B Common Stock Voting Rights The shares of Class B common stock have the same economic terms as the shares of Class A common stock including with respect to dividends and in the event of the Company’s liquidation, dissolution or winding up, but the shares of Class B common stock have 20 votes per share. Conversion to Class A Common Stock Shares of Class B common stock will convert to the Company’s Class A common stock on a one-for-one basis on the earlier of the date that such shares are not held by a Qualified Stockholder, the Sunset Date, and the date of the death or mental incapacity of such Planet Founder. A “ Qualified Stockholder ” refers to (a) William Marshall and Robert Schingler, Jr. (each, a “ Planet Founder ”); (b) any other registered holder of a share of Class B common stock immediately following the filing of the Charter that would be a transferee of shares of Class B common stock received in certain transfers permitted by the terms of the Charter; (c) a trust, individual retirement account or foundation of a Planet Founder as long as the Planet Founder retains voting and dispositive power over the relevant shares of Class B common stock; or (d) a permitted transferee of Class B common stock (in accordance with the terms of the Charter). The “ Sunset Date ” refers to the earlier of (a) the 10-year anniversary of the closing of the Business Combination or (b) solely with respect to such Planet Founder, the date that is six months after such Planet Founder is no longer providing services to the Company as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role with the Company (or, immediately at such time as such Planet Founder is no longer providing any services to the Company as a director, executive officer, member of the senior leadership team or other full time employee with an on-going substantial role with the Company as a result of a termination for cause). Class C Common Stock The shares of Class C common stock have substantially the same rights as Class A common stock including with respect to dividends and in the event of the Company’s liquidation, dissolution or winding up, except they do not have any voting rights. Preferred Stock The Company’s board of directors is authorized to issue shares of preferred stock from time to time in one or more series, each such series to have such terms as stated or expressed in the resolution or resolutions providing for the creation and issuance of such series. In connection with the closing of the Business Combination on December 7, 2021, all Former Planet convertible preferred stock converted into Former Planet Class A common stock on a one-to-one basis, which shares were then converted into 131,252,627 shares of the Company’s Class A common stock at the exchange ratio of approximately 1.53184, as calculated in accordance with the Merger Agreement. The outstanding Former Planet convertible preferred stock as of January 31, 2021, as adjusted for the Exchange Ratio, consisted of the following (in thousands, except share and per share amounts): Series Shares Shares Per Share Aggregate Proceeds Net A 45,955,198 39,938,981 $ 0.5138 $ 20,522 $ 13,218 B 22,977,599 15,800,171 3.2837 51,883 51,792 C 22,114,155 21,073,377 6.0051 126,549 126,232 C prime 8,522,644 6,164,392 7.2062 44,422 44,422 D 61,273,598 48,275,706 9.3844 453,039 178,384 160,843,194 131,252,627 $ 696,415 $ 414,048 |
Public and Private Placement Wa
Public and Private Placement Warrants | 12 Months Ended |
Jan. 31, 2022 | |
Warrants [Abstract] | |
Public and Private Placement Warrants | Public and Private Placement Warrants As of January 31, 2022, the Company had 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants outstanding. The Public Warrants entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Public Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants expire on December 7, 2026, or earlier upon redemption or liquidation. The Public Warrants are listed on the NYSE” under the symbol “PL WS.” The Public Warrants become exercisable on March 9, 2022; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants, and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). Redemptions of Public Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may call the Public Warrants redemption for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemptions of Public Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Company’s Class A common stock; and • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “ dMY Sponsor ”) at a purchase price of $1.50 per warrant (the “ Private Placement Warrants ”). Each Private Placement Warrant is exercisable for one share of Class A common stock at $11.50 per share. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, including the Class A common stock issuable upon exercise, are not transferable, assignable or salable until 30 days after the closing of the Business Combination (except in limited circumstances) and are not redeemable by the Company so long as they are held by the dMY Sponsor or its permitted transferees. Additionally, the dMY Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the dMY Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of January 31, 2022, Google owned greater than 10% of the Company’s common shares through its total investment of 31,942,641 shares of Class A common stock. In March 2020, Google purchased $10.0 million of 2020 Convertible Notes (Note 9). Upon issuance of such 2020 Convertible Notes to Google, the Company also issued warrants to Google for the purchase of 213,119 shares of Series D preferred stock. In connection with the Business Combination, such 2020 Convertible Notes converted to shares of Class A common stock and such Series D preferred stock warrants converted to and were exercised for shares of Class A common stock. In 2017, the Company and Google entered into a five year content license agreement under which Google licensed content covering Google’s specified areas of interest. The contract automatically renews for one In addition, the Company purchases hosting and other services from Google, of which $16.1 million and $10.3 million is deferred as of January 31, 2022 and 2021, respectively. The Company recorded hosting expense of $19.4 million, $13.1 million and $10.9 million during the fiscal years ended January 31, 2022, 2021 and 2020, respectively. As of January 31, 2022 , the Company’s accounts payable and accrued liabilities balance included $2.0 million related to hosting and other services provided by Google. As of January 31, 2021, no amounts were due for such services. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Jan. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan Prior to the Business Combination, the Company issued equity awards under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (previously named the Cosmogia Inc. 2011 Stock Incentive Plan) (the “ Legacy Incentive Plans ”). The Legacy Incentive Plans provided for the granting of stock options and restricted stock units (“ RSUs” ) to employees, consultants, and advisors of the Company. Options granted under the Legacy Incentive Plans may be either incentive stock options (“ ISOs ”) or nonqualified stock options (“ NSOs ”). ISOs may be granted only to Company employees including officers and directors who are also employees. NSOs may be granted to Company employees, consultants, and advisors. Options under the Legacy Incentive Plans have a contractual life for periods of up to ten years (or five years if granted to a 10% stockholder). Options granted generally vest over four years. Planet Labs PBC 2021 Incentive Award Plan In connection with the Business Combination, the Company adopted the Planet Labs PBC 2021 Incentive Award Plan (the “ Incentive Plan ”). No further awards will be granted under the Legacy Incentive Plans. Directors, employees and consultants are eligible to receive awards under the Incentive Plan; however, ISOs may only be granted to employees. The Incentive Plan allows for the grant of awards in the form of: (i) ISOs; (ii) NSOs; (iii) stock appreciation rights (“ SARs ”); (iv) restricted stock; (v) RSUs; (vi) dividend equivalents; and (vii) other stock and cash-based awards. No awards have been granted under the Incentive Plan as of January 31, 2022. The aggregate number of shares of Class A common stock reserved for issuance under the Incentive Plan is the sum of (i) 32,412,802 shares, (ii) any shares that were subject to awards outstanding under a Legacy Incentive Plan as of the effective date of the Incentive Plan and which, following such effective date, became or become (as applicable) available for issuance under the Incentive Plan and (iii) an annual increase on the first day of each fiscal year commencing with February 1, 2022 and ending on and including February 1, 2031 equal to a number of shares equal to 5% of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding fiscal year (or such lesser number of shares as is determined by the board of directors). The maximum number of shares of Class A common stock that may be granted with respect to ISOs under the Incentive Plan is 56,963,788 shares. Stock-Based Compensation The following table summarizes stock-based compensation expense recognized related to awards granted to employees and nonemployees, as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Cost of revenue $ 2,257 $ 843 $ 788 Research and development 16,629 4,109 2,754 Sales and marketing 7,877 1,687 1,234 General and administrative 16,422 7,899 1,252 Total expense 43,185 14,538 6,028 Capitalized to internal-use software development costs and property and equipment (1,229) (526) (957) Total stock-based compensation expense $ 41,956 $ 14,012 $ 5,071 A summary of stock option activity is as follows: Options Outstanding Number of Weighted Weighted Aggregate Balances at February 1, 2019 24,025,493 $ 2.23 7.07 Exercised (171,428) 1.54 Granted 10,533,973 3.92 Forfeited (3,607,656) 3.07 Balances at January 31, 2020 30,780,382 2.72 7.13 Exercised (1,670,778) 0.32 Granted 12,255,668 4.04 Forfeited (2,118,576) 3.56 Balances at January 31, 2021 39,246,696 3.19 7.21 Exercised (1) (6,199,287) 4.61 Granted 12,189,367 9.09 Forfeited (3,329,225) 3.94 Balances at January 31, 2022 41,907,551 $ 4.63 6.71 $ 92,370 Vested and exercisable at January 31, 2022 25,718,277 $ 3.16 5.38 $ 77,069 __________________ (1) Includes 1,838,207 shares of Class A common stock issued upon the early exercise of unvested stock options that are subject to repurchase as described further below. The intrinsic value of options exercised during the fiscal years ended January 31, 2022, 2021 and 2020 was $23.0 million, $6.1 million and $0.4 million, respectively. A summary of options outstanding and exercisable by price at January 31, 2022 are as follows: Options Outstanding Options Exercisable Exercise Price Number of Weighted Number of Weighted $0.070 440,278 1.61 440,278 1.61 0.559 2,638,214 1.95 2,638,214 1.95 1.807 1,942,032 2.56 1,942,032 2.56 2.026 1,883,699 3.62 1,883,699 3.62 2.325 2,312,701 3.09 2,312,701 3.09 3.417 290,425 4.47 290,425 4.47 3.689 2,948,823 4.72 2,948,823 4.72 3.817 1,709,190 6.31 1,522,935 6.27 3.921 7,089,893 7.04 4,590,629 6.79 4.041 10,538,829 8.17 6,553,005 7.97 5.249 1,663,103 9.04 226,986 8.76 9.753 8,450,364 9.41 368,550 9.41 41,907,551 25,718,277 The weighted-average grant date fair value of options granted during the fiscal years ended January 31, 2022, 2021 and 2020 was $3.79, $1.85 and $1.64 per share, respectively. As of January 31, 2022, total unrecognized compensation cost related to stock options was $49.5 million. These costs are expected to be recognized over a period of approximately 2.83 years. The fair value of the employee stock options granted during the fiscal years ended January 31, 2022, 2021 and 2020 was estimated using the following assumptions: Year Ended January 31, 2022 2021 2020 Weighted-average expected term (years) 2.62 - 7.32 5.02 - 6.76 5.08 - 6.83 Expected volatility 42.45% - 48.39% 42.45% - 44.71% 38.13% - 39.85% Risk-free interest rate 0.37% - 1.23% 0.31% - 0.52% 1.67% - 2.54% Dividend yield 0.00% 0.00% 0.00% The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company uses the simplified method to determine its expected term because it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. No stock options have been granted after the Business Combination. As the Company was privately held before the Business Combination, and there had been no public market for its common stock during that time, the expected volatility was based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group. The risk-free rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Restricted Stock Units A summary of RSU activity is as follows: Number of Weighted Balances at February 1, 2019 1,230,726 $ 3.91 Vested — — Granted 899,956 3.99 Forfeited (689,328) 3.94 Balances at January 31, 2020 1,441,354 $ 3.94 Vested — — Granted 306,368 4.22 Forfeited (84,723) 3.91 Balances at January 31, 2021 1,662,999 $ 3.98 Vested (1,425,209) 4.75 Granted 5,519,278 9.66 Forfeited (317,332) 5.89 Balances at January 31, 2022 5,439,736 $ 9.42 The RSUs are subject to both time-based service and liquidity event vesting requirements. The liquidity event requirement was met upon the closing of the Business Combination on December 7, 2021. As such, the Company commenced recognition of stock-based compensation expense for the RSUs on such date. Total stock-based compensation expense recognized for RSUs during the fiscal year ended January 31, 2022 was $21.2 million, including $16.4 million of expense that was recognized for service completed from the date of grant to the closing of the Business Combination. As of January 31, 2022, total unrecognized compensation cost related to RSUs was $37.1 million. These costs are expected to be recognized over a period of approximately 1.71 years. Early Exercises of Stock Options The Legacy Incentive Plans provided for the early exercise of stock options for certain individuals as determined by the Company’s board of directors. Shares of common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest. Stock options that are early exercised are subject to a repurchase option that allows the Company to repurchase within ninety days of an individual’s termination for any reason, any unvested shares of such individual for a repurchase price equal to the lesser of the then-current fair market value of a share and the amount previously paid by the individual for such unvested shares. During the fiscal year ended January 31, 2022, the Company issued 1,838,207 shares of Class A common stock upon the early exercise of unvested stock options. As of January 31, 2022, the Company had a $16.1 million liability recorded for the early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 1,654,385. Earn-out Shares Pursuant to the Merger Agreement, Former Planet equity award holders, will have the right to receive up to 5,540,990 shares that are contingently issuable in shares of Class A common stock. The Earn-out Shares may be earned in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Earn-out Shares that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration. The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation because service must be provided through each contingent vesting condition described above. The fair value of the Earn-out Shares allocated to Former Planet equity award holders of $45.3 million was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. Compensation expense for awards with market conditions is recognized over the requisite service period and is not reversed if the market condition is not met. The requite service period for each of the four vesting tranches for the Earn-out Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate. During the fiscal year ended January 31, 2022, there were 782,751 Earn-out Shares that were forfeited and there were no Earn-out Shares that vested. As of January 31, 2022, there were 4,758,239 Earn-out Shares outstanding relating to Former Planet equity award holders. During the fiscal year ended January 31, 2022, the Company recognized $4.5 million of stock-based compensation expense related to the Earn-out Shares. As of January 31, 2022, total unrecognized compensation cost related to Earn-out Shares was $34.4 million. These costs are expected to be recognized over a period of approximately 1.75 years. Other Stock-based Compensation In connection with the acquisition of VanderSat (s ee Note 6), t he Company issued 543,391 shares of Class A common stock to an employee and former owner of VanderSat which are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting. The shares vest in quarterly increments over two years commencing on December 13, 2021. The fair value was determined to be $9.47 per share based on the quoted closing price of the Company’s Class A common stock on the date of the VanderSat acquisition. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the loss before income taxes are as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Domestic $ (131,478) $ (127,599) $ (123,760) Foreign (3,536) 1,569 176 Total loss before income taxes $ (135,014) $ (126,030) $ (123,584) The provision for (benefit from) income taxes consists of the following (in thousands): Year Ended January 31, (in thousands) 2022 2021 2020 Current Federal $ — $ — $ — State 15 23 29 Foreign 3,488 1,095 500 Total current tax provision 3,503 1,118 529 Deferred Federal 30 60 — State (2) 30 — Foreign (1,421) (135) (399) Total deferred tax benefit (1,393) (45) (399) Income tax provision $ 2,110 $ 1,073 $ 130 A reconciliation between the U.S. federal statutory income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows: Year Ended January 31, 2022 2021 2020 Provision computed at federal statutory rate 21.0 % 21.0 % 21.0 % States taxes, net of federal benefit 3.7 % 2.4 % 2.4 % Foreign rate differential (2.2) % (0.8) % (1.0) % Revaluation gain/loss 0.9 % (5.0) % 0.1 % Tax credits 2.5 % 2.3 % 2.0 % Change in valuation allowance (27.3) % (21.3) % (23.9) % Other (0.2) % 0.5 % (0.7) % Effective tax rate (1.6) % (0.9) % (0.1) % The components of the Company’s deferred tax assets and liabilities are as follows: January 31, (in thousands) 2022 2021 Deferred tax assets Net operating loss carryforwards $ 114,654 $ 92,570 Tax Credit carryforwards 21,245 17,679 Stock-based compensation 8,252 4,013 Deferred revenue 3,909 5,239 Excess interest expense 8,656 6,799 Other 12,208 4,826 Total deferred tax assets 168,924 131,126 Valuation allowance (166,081) (126,270) Total deferred tax assets 2,843 4,856 Deferred tax liabilities Property and equipment — — Intangible assets (2,701) (4,432) Total deferred tax liabilities (2,701) (4,432) Net deferred tax assets $ 142 $ 424 The Company had deferred tax assets of $168.9 million and $131.1 million before valuation allowances as of January 31, 2022 and 2021, respectively. The Company assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company evaluates all available positive and negative evidence such as past operating results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Management believes that it is more likely than not that the majority of U.S. and foreign deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets in these jurisdictions. The net change in the total valuation allowance is as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Valuation allowance, beginning of year $ 126,270 $ 102,758 $ 73,155 Change in valuation allowance 39,811 23,512 29,603 Valuation allowance, end of year $ 166,081 $ 126,270 $ 102,758 The Company considers the undistributed earnings of its foreign subsidiaries permanently reinvested in foreign operations and has not provided for U.S. income taxes on such earnings. As of January 31, 2022, the Company’s unremitted earnings from its foreign subsidiaries were $23.1 million and the corresponding unrecognized deferred U.S. income tax liability is not material. As of January 31, 2022, the Company had approximately $472.9 million of federal, $226.6 million of state and $0.8 million of foreign net operating loss (“ NOL ”) carryforwards available to offset future taxable income, which will expire in varying amounts beginning in 2023. An insignificant amount of NOL and credits carryforwards may be subject to annual limitations under Internal Revenue Code Section 382. As of January 31, 2022, the Company had approximately $16.6 million of federal and $11.8 million of California research and development credit carryforwards available to reduce future taxable liability. The federal credit carryforwards will expire beginning in 2032 and California credits can be carried forward indefinitely. The Company’s unrecognized tax benefits are as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Beginning of year $ 4,714 $ 3,918 $ 3,234 Additions based on tax positions related to the current year 906 796 684 Additions for tax positions of prior years 68 — — End of year $ 5,688 $ 4,714 $ 3,918 As of January 31, 2022, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes. The Company determined that no accrual for interest and penalties was required as of January 31, 2022 and 2021 and no such expenses were incurred in the years presented. The Company does not anticipate the total amounts of unrecognized tax benefits to significantly increase or decrease in the next twelve months. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Net loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class method required for participating securities. Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts): Year Ended January 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (137,124) $ (127,103) $ (123,714) Denominator: Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders 79,610,970 44,214,426 42,863,642 Basic and diluted net loss per share attributable to common stockholders $ (1.72) $ (2.87) $ (2.89) Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive. The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended January 31, 2022 2021 2020 Convertible Preferred Stock — 131,252,627 131,252,627 Convertible notes — 7,265,238 918,412 Warrants to purchase Series B Convertible Preferred Stock — 761,340 761,340 Warrants to purchase Series D Convertible Preferred Stock — 2,261,713 745,914 Warrants to purchase Class A common stock 1,065,594 — — Common stock options 41,907,551 39,246,696 30,780,382 Restricted Stock Units 5,439,736 1,662,999 1,441,354 Earn-out Shares 26,217,249 — — dMY Sponsor Earn-out Shares 862,500 — — Public Warrants 6,899,982 — — Private Placement Warrants 5,933,333 — — Early exercised common stock options, subject to future vesting 1,654,385 — — Shares issued in connection with acquisition, subject to future vesting 543,391 — — 90,523,721 182,450,612 165,900,028 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Jan. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, covering substantially all full-time U.S. employees. Participating employees may contribute a percentage of their qualifying annual compensation up to the annual Internal Revenue Service contribution limit. The 401(k) plan was adopted in 2013. Since the inception of the plan, the Company has not matched employee contributions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The consolidated financial statements include the accounts of Planet Labs PBC and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, whereby dMY IV was treated as the acquired company and Former Planet was treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Former Planet issuing stock for the net assets of dMY IV, accompanied by a recapitalization. The net assets of dMY IV were stated at historical cost, with no goodwill or other intangible assets recorded. Former Planet was determined to be the accounting acquirer based on the following predominant factors: • Former Planet’s existing stockholders have the majority voting interest in the combined entity; • Former Planet had the ability to nominate a majority of the initial members of the board of directors of the combined entity; • Former Planet’s senior management became the senior management of the combined entity; and • Former Planet is the larger entity based on historical operating activity and has the larger employee base. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized internal-use software and intangible assets, allowance for doubtful accounts, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of convertible notes and warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the consolidated financial statements. Due to the COVID-19 Coronavirus pandemic (“COVID-19” or “COVID-19 pandemic”), and current events involving Russia and Ukraine, there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained. | |
Cash and Cash Equivalents and Restricted cash | Cash and Cash Equivalents and Restricted cash Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable include amounts billed and billable to customers for services or products provided as of the end of the applicable period and do not bear interest. Accounts receivable are stated net of an estimated allowance for doubtful accounts. The Company reviews accounts receivable regularly and makes estimates for the allowance for doubtful accounts when it is probable that an amount is uncollectible. If it is deemed certain that an amount is uncollectible, the amount is written-off. In evaluating the Company’s ability to collect outstanding receivables, the Company considers many factors, including the age of the balance, the customer’s payment history, creditworthiness, and current economic trends, including considerations for the impact of COVID-19. | |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “exit price”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows: Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation. The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, restricted cash, accrued liabilities, warrant liabilities and convertible notes. The fair value of cash, cash equivalents and accrued liabilities approximate the stated carrying value due to the short time to maturity. The Company’s convertible notes and warrant liabilities, where the values are based on valuation techniques that require inputs that are both unobservable and are significant to the overall fair value measurement, are classified as Level 3 under the fair value hierarchy. The fair value of these Level 3 financial liabilities is determined using pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant management judgment or estimation (Note 5). These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company reassesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The carrying amount of the Company’s debt that was outstanding as of January 31, 2021 approximated fair value as the debt bore a floating rate that approximated the market interest rate. The Company measures certain non-financial assets including property and equipment, and other intangible assets at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of January 31, 2022 and 2021, there were no material non-financial assets recorded at fair value. Fair Value Option The Company elected the fair value option to account for its convertible notes. The Company recorded the convertible notes at fair value with changes in fair value recorded on the consolidated statement of operations and comprehensive loss (Note 5). The primary reason for electing the fair value option was for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred. In connection with the Business Combination, the convertible notes converted into shares of Class A common stock. | |
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 a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company’s cash and cash equivalents are deposited in checking and money market accounts with financial institutions in the U.S. and checking accounts with financial institutions in Canada, Germany, the Netherlands and Singapore that management believes are of high credit quality. The Company generally does not require collateral to support the obligations of the counterparties and deposits at banks may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries. The Company has not experienced material losses on its deposits of cash and cash equivalents. The maximum amount of loss at January 31, 2022 that the Company would incur if parties to cash and money market funds failed completely to perform according to the terms of the contracts is $489.9 million. Accounts receivables are typically unsecured and are derived from revenue earned from customers across various countries. As of January 31, 2022, four customers accounted for 23%, 14%, 12%, and 10% of accounts receivable, respectively. As of January 31, 2021, three customers accounted for 32%, 18%, and 12% of accounts receivable, respectively. For the fiscal year ended January 31, 2022, one customer accounted for 11% of revenue. For the fiscal year ended January 31, 2021, three customers accounted for 12%, 10% and 10%, of revenue. For the fiscal year ended January 31, 2020, one customer accounted for 13% of revenue. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows: Estimated useful life Computer equipment and purchased software 3 Office furniture, equipment and fixtures 5 Satellites 2.2 to 9 Ground stations and ground station equipment 3 to 10 Leasehold improvements lesser of useful life or term of lease Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design and operation of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers. The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets. At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life. In February 2021, the Company completed an assessment of the useful lives of its satellites and adjusted the estimated useful life of certain satellites from 6 years to 9 years. This change in accounting estimate was effective beginning in fiscal year 2022. In August 2021, additional information specific to a single high resolution satellite became available which indicated the useful life of the satellite will be less than originally estimated. The change in estimate for this satellite was accounted for prospectively beginning in August 2021. | |
Capitalized Internal-Use Software Development Costs | Capitalized Internal-Use Software Development Costs Costs directly attributable to the development of internal-use software are capitalized when the preliminary design of the software is completed, management has committed funding to proceed with the development and confirmed adequate probability that the project will be completed and the software will function as intended. Capitalization is discontinued when the project is substantially completed and ready for its intended use. The Company capitalizes labor costs that are incurred and necessary for the software to be placed into service and any interest costs apportioned to the project, if material. The Company amortizes capitalized internal-use software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one | |
Impairment or Long-Lived Assets | Impairment of Long-Lived Assets The carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. This evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. If the carrying amount of the asset or asset group is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset or asset group exceeds the fair value of the asset or asset group. During the fiscal year ended January 31, 2022, the Company recognized impairment expense of approximately $1.1 million relating to capitalized costs for certain internal-use software development projects that were discontinued before the projects were completed. The impairment expense is included in research and development expenses within the consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2022. Other than as noted above, no events or changes in circumstances indicated the carrying amounts of the Company’s long-lived assets may not be recoverable during the fiscal years ended January 31, 2022, 2021 and 2020. | |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired, including intangible assets and related goodwill. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable but recognizes that the assumptions are inherently uncertain. | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization and is tested for impairment at least annually, during the fourth quarter of each fiscal year or more frequently if events or circumstances indicate that the asset might be impaired. In assessing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is | |
Intangible Assets | Intangible Assets Intangible assets with finite useful lives are carried at cost, net of accumulated amortization and impairment, where applicable. Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows: Estimated useful life Developed technology 5 to 9 Imagery library 3 Customer relationships 5 to 9 Trade names and other 3 to 7 | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied. The Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services. Imagery licensing agreements vary by contract, however, generally they have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or archive access licenses. The Company’s imagery licensing agreements and service agreements are generally non-cancelable and do not contain refund-type provisions. At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract. Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The access to imagery through the Company’s online platform and the ability to download such imagery represent two separate performance obligations. As such, a portion of the total contract consideration related to access to continuously updated imagery content is recognized ratably on a straight-line basis over the term of the contract. At contract inception, existing or archived imagery is available for download by the customer. The existing or archived imagery has significant standalone functionality and is not updated once licensed to a particular customer. As such, the portion of the contract consideration related to the download license of existing or archive imagery content is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer. The portion of the contractual consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract. To the extent the number of downloads of the specified imagery content is unlimited, the contractual consideration related to downloads is recognized ratably on a straight-line basis over the term of the contract. When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships. The Company also provides other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed. The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. Revenue excludes sales and usage based taxes where it has been determined that the Company is acting as a pass through agent. The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of imagery licensing and other services are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration, including a revenue share arrangement. For these arrangements, the Company estimates the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis. The Company typically bills in advance either quarterly or annually for contracts with terms of one year or longer. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or non-current deferred revenue based on the expected performance date. The Company applied the practical expedient in Topic 606 and did not evaluate contracts of one year or less for the existence of a significant financing component. The financing component of multi-year contracts were not significant. Cost of Revenue | |
Research and Development Expenditures | Research and Development Expenditures Research and development expenditures primarily include personnel- related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Expenses classified as research and development are expensed as incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iteration. | |
Sales and Marketing and General and Administrative | Sales and Marketing Sales and marketing expenditures primarily include costs incurred to market and distribute the Company’s products. Such costs include advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for the Company’s sales and marketing personnel and sales office expenses. Sales and marketing expenses are expensed as incurred. Advertising expenses for the fiscal years ended January 31, 2022, 2021 and 2020 were not material. General and Administrative | |
Leases | Leases Leases are reviewed and classified as capital or operating at their inception. For operating leases, the Company records rent expense on a straight-line basis over the noncancelable lease term and records the difference between the rent paid and the recognition of rent expense as a deferred rent asset or liability. Rent escalation, rent abatement, or other concessions, such as rent holidays, and landlord or tenant incentives or allowances, are recorded as deferred rent and amortized over the remaining lease term. | |
Income Taxes | Income Taxes The Company is subject to income taxes in the U.S. and various foreign jurisdictions and uses estimates in determining its provisions for income taxes. The Company accounts for income taxes under the asset and liability method. Deferred assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. The Company recognizes and measures uncertain tax positions in accordance with ASC 740, Income Taxes, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. | |
Common Stock Valuations | Common Stock Valuations The Company has historically granted stock options at an exercise price equal to the fair value as determined by the Company’s board of directors on the date of grant. Given the absence of a public market for the Company’s common stock prior to the Business Combination, the board of directors of the Company estimated the fair value of its common stock at the time of each grant of an equity-based award. The board of directors of the Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , to estimate the fair value of its common stock. These estimates and assumptions include numerous objective and subjective factors to determine the fair value of the Company’s common stock at each grant date, including the following factors: • relevant precedent transactions including the Company’s capital transactions; • the liquidation preferences, rights, preferences, and privileges of the Company’s convertible preferred stock relative to the common stock; • the Company’s actual operating and financial performance; • the Company’s current business conditions and projections; • the Company’s stage of development; • the likelihood and timing of achieving a liquidity event for the common stock underlying the stock options, such as an initial public offering, given prevailing market conditions; • any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options; • the market performance of comparable publicly traded companies; and • U.S. and global capital market conditions. If different assumptions had been made, equity-based compensation expense, net loss, and net loss per common share could have been significantly different. Following the consummation of the Business Combination, the fair value of the Company’s common stock at the time of grant of each equity-based award is determined based on its quoted market price on the NYSE. | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which require compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified, using appropriate valuation techniques. The Company recognizes forfeitures as they occur. The Company has granted certain awards, primarily options, that vest based upon a service condition. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company records stock-based compensation expense for stock options on a straight-line basis over the requisite service period, which is generally four years. The fair value of the Restricted Stock Units (“RSUs”) is the fair value of the underlying stock at the measurement date. For awards that are subject to both time-based service and performance conditions (including liquidity events), no expense is recognized until it is probable that the vesting criteria would be met. Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model. Pursuant to the Merger Agreement for the Business Combination, Former Planet equity holders, including Former Planet equity award holders, have the right to receive earn-out consideration (the “Earn-out Shares”). The Earn-out Shares may be earned in four equal tranches based on market condition vesting requirements. The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation, because service must be provided through each market condition vesting requirement. The fair value of the Earn-out Shares allocated to Former Planet equity award holders was determined upon the close of the Business Combination which will be recognized as stock-based compensation expense over the requisite service period. Compensation expense for awards with market conditions is not reversed if the market condition is not met. The fair value of the Earn-out Shares was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. This valuation model requires inputs such as the fair value of the Company’s Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of the Company’s Class A common stock is the closing stock price on the NYSE as of the measurement date. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected term of the Earn-out Shares, which is 5 years from the closing of the Business Combination. The Company’s volatility was derived from several publicly traded peer companies. The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The requisite service period for each of the four vesting tranches for the Earnout Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate. | |
Warrants | Public and Private Placement Warrant Liabilities In connection with dMY IV’s initial public offering, which occurred on March 9, 2021, dMY IV issued 34,500,000 units, consisting of one share of Class A common stock of dMY IV and one-fifth of one redeemable warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (the “Public Warrants”). Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “dMY Sponsor”) at a purchase price of $1.50 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable for one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination and as of January 31, 2022, there were 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, including the Class A common stock issuable upon exercise, are not transferable, assignable or salable until 30 days after the closing of the Business Combination (except in limited circumstances) and are not redeemable by the Company so long as they are held by the dMY Sponsor or its permitted transferees. Additionally, the dMY Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the dMY Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Additionally, pursuant to a lock-up agreement entered into with the dMY Sponsor in connection with the Business Combination, 2,966,667 of the Private Placement Warrants are subject to vesting conditions (the “Private Placement Vesting Warrants”). The Private Placement Vesting Warrants vest in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Private Placement Vesting Warrants that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration. The Company evaluated the Public and Private Placement common stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Placement common stock warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders. As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public and Private Placement common stock warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. The Public Warrants are traded on the NYSE and are recorded at fair value using the closing price as of the measurement date. The fair value of the Private Placement Warrants (excluding the Private Placement Vesting Warrants) was estimated using the Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. These valuation models require inputs such as the fair value of the Company’s class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of the Company’s class A common stock is the closing stock price on the NYSE as of the measurement date. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected term of the Private Placement Warrants, which is 5 years from the closing of the Business Combination. The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Changes in these assumptions can materially affect the estimate of the fair value of these instruments and ultimately change in fair value of Private Placement Warrants. Preferred Stock Warrants Prior to the Business Combination, the Company had preferred stock warrants which were exercisable for Series B and Series D convertible preferred stock. The Company’s convertible preferred stock was classified as permanent equity, as redemption was solely within control of the Company. Prior the Business Combination, the Company evaluated the Series B and Series D Preferred Stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded the Series B and Series D preferred stock warrants did not meet the criteria to be classified in stockholders’ equity. Specifically, the settlement provisions of the Series B and certain Series D preferred stock warrants met the criteria for liability classification as the number of shares to be issued was not fixed at the time of issuance. Certain other Series D preferred stock warrants met the criteria for liability classification as certain terms of the warrants precluded them from being indexed to the Company’s stock. As such, the Series B preferred stock warrants and Series D preferred stock warrants were recognized as liabilities and recorded at fair value. The change in fair value of these warrants was recognized at each reporting date in the consolidated statement of operations and comprehensive loss. See Note 5 for a discussion of the fair value methodology and assumptions and Note 9 for details of the terms of the Series B and Series D preferred stock warrants. Upon the closing of the Business Combination, all Series B preferred stock warrants converted into warrants for Class A common stock warrants and were exercised. Upon the closing of the Business Combination, all Series D preferred stock warrants converted into warrants for Class A common stock, and a portion of such Class A common stock warrants were not exercised and remained outstanding (see Note 9). The Company evaluated such Class A common stock warrants that remained outstanding under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity and concluded they met the criteria to be classified in stockholders’ equity. Specifically, given that the underlying shares of such warrants are now Class A common stock, the terms of such warrants no longer preclude them from being indexed to the Company’s stock. Accordingly, the Class A common stock warrants that remained outstanding were measured at fair value and classified within stockholders’ equity on the date of the Business Combination. | |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiaries has been determined to be either the U.S. dollar, Euro or Canadian dollar as the case may be. Revenue and expenses of the Company’s foreign subsidiaries, with a functional currency of either Euro or Canadian dollar, are translated into U.S. dollars using the monthly average exchange rates prevailing during the period. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders’ equity. | |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considered all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders was not allocated to the convertible preferred stock as the holders of the convertible preferred stock did not have a contractual obligation to share in any losses. Basic net loss per share attributable to common stockholders is the same for Class A and Class B shares of common stock because they are entitled to the same liquidation and dividend rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted- | |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13— Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement . Under the new guidance, the amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this guidance as of February 1, 2020. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) , which clarifies the accounting for implementation costs in cloud computing arrangements. The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue standard, ASU 2014-09 (codified in ASC 606). The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases . This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Entities may elect to apply either approach. There are also a number of optional practical expedients that entities may elect to apply. The Company expects to adopt the standard using the alternative transition method, is currently assessing the impact of this standard on its consolidated financial statements, and expects to report increased right-of-use assets and lease liabilities in connection with adopting this standard as of February 1, 2022. In June 2016, the FASB issued ASU 2016-13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was codified with its subsequent amendments as ASC 326 . ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company expects to adopt this updated guidance as of February 1, 2022. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, a new accounting standard update to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The standard is expected to be effective for the Company on February 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature. As a result, entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce non-cash interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Additionally, ASU 2020-06 requires the application of the if- converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments. The standard is expected to be effective for the Company on February 1, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of January 31, 2022 and 2021 is as follows: January 31, (in thousands) 2022 2021 Cash and cash equivalents $ 490,762 $ 71,183 Restricted cash, current 309 375 Restricted cash, non-current 5,743 4,982 Total cash, cash equivalents and restricted cash $ 496,814 $ 76,540 |
Accounts Receivable, Allowance for Credit Loss | The change in the Company’s allowance for doubtful accounts is as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Balance, beginning of year $ 1,215 $ 843 $ 5,300 Charges 45 823 649 Write-offs (147) (619) (4,702) Other (82) 168 (404) Balance, end of year $ 1,031 $ 1,215 $ 843 |
Schedule of Property and Equipment | Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows: Estimated useful life Computer equipment and purchased software 3 Office furniture, equipment and fixtures 5 Satellites 2.2 to 9 Ground stations and ground station equipment 3 to 10 Leasehold improvements lesser of useful life or term of lease Property and equipment, net consists of the following: January 31, (in thousands) 2022 2021 Satellites* $ 310,861 $ 302,577 Leasehold improvements 15,448 15,630 Ground stations and ground station equipment 12,685 12,560 Office furniture, equipment and fixtures 5,335 4,995 Computer equipment and purchased software 8,197 7,837 Total property and equipment, gross 352,526 343,599 Less: Accumulated depreciation (219,246) (183,744) Total property and equipment, net $ 133,280 $ 159,855 __________________ |
Schedule of Finite-Lived Intangible Assets | Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows: Estimated useful life Developed technology 5 to 9 Imagery library 3 Customer relationships 5 to 9 Trade names and other 3 to 7 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Business Combination transactions | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the fiscal year ended January 31, 2022: (in thousands) Recapitalization Cash - dMY IV Trust and cash, net of redemptions $ 338,383 Cash - PIPE Investment 252,000 Less: Transaction costs (1) (57,219) Proceeds from Business Combination and PIPE Investment. net $ 533,164 Less: non-cash accrued transaction costs (326) Less: non-cash liability assumed as part of Business Combination (171) Less: non-cash fair value of Public Warrants (24,840) Less: non-cash fair value of Private Placement Warrants (29,370) Business Combination and PIPE Investment, net $ 478,457 __________________ (1) Excludes $2.2 million of transaction costs incurred attributable to the Public Warrants and Private Placement Warrants, which were recorded within other income (expense), net in the consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2022. The number of shares of the Company’s common stock outstanding immediately following the consummation of the Business Combination and related transactions is as follows: Number of Shares Former Planet stockholders - Class A Common Stock (1) 172,161,152 Former Planet stockholders - Class B Common Stock 21,157,586 dMY IV’s public stockholders - Class A Common Stock (2) 33,810,330 Holders of dMY IV’s sponsor shares - Class A Common Stock (3) 7,762,500 PIPE Investment - Class A Common Stock 25,200,000 Total shares of common stock immediately after Business Combination 260,091,568 __________________ (1) Excludes 1,746,296 shares of Class A common stock associated with the early exercise of unvested Former Planet stock options. (2) Upon the closing of the Business Combination, dMY IV’s public stockholders were offered the opportunity to redeem shares of dMY IV Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing) in the trust account. The table above reflects redemptions of 689,670 shares of Class A common stock that occurred. (3) Excludes 862,500 shares of Class A common associated with the dMY Sponsor Earn-out Shares that are subject to vesting requirements. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule Of Disaggregation of Revenue | The following table disaggregates revenue by major geographic region: Year Ended January 31, (in thousands) 2022 2021 2020 United States $ 55,993 $ 61,471 $ 54,857 Canada 9,370 15,910 16,678 Rest of world 65,846 35,787 24,201 Total revenue $ 131,209 $ 113,168 $ 95,736 |
Schedule of Deferred Commissions | As of January 31, 2022 and 2021, deferred commissions consisted of the following: January 31, (in thousands) 2022 2021 Deferred commission, current $ 1,375 $ 1,030 Deferred commission, non-current 1,083 1,697 Total deferred commission $ 2,458 $ 2,727 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability. January 31, 2022 (in thousands) Level 1 Level 2 Level 3 Assets Cash equivalents: money market funds $ 470,066 $ — $ — Restricted cash: money market funds 5,875 — — Total assets $ 475,941 $ — $ — Liabilities Public Warrants 10,764 — — Private Placement Warrants — — 12,460 Total liabilities $ 10,764 $ — $ 12,460 January 31, 2021 (in thousands) Level 1 Level 2 Level 3 Assets Cash equivalents: money market funds $ 50,449 $ — $ — Restricted cash: money market funds 5,165 — — Total assets $ 55,614 $ — $ — Liabilities Convertible notes — — 101,212 Preferred stock warrant liability — — 11,359 Total liabilities $ — $ — $ 112,571 |
Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a rollforward of balances for the Private Placement Warrants for the fiscal year ended January 31, 2022: (in thousands) Private Placement Warrants Assumed in Business Combination $ 29,370 Change in fair value (16,910) Fair value as of January 31, 2022 $ 12,460 The following is a rollforward of balances for the convertible notes for the fiscal years ended January 31, 2022, 2021 and 2020: (in thousands) Convertible Fair value as of February 1, 2019 $ — Issuance 10,963 Change in fair value (159) Fair value as of January 31, 2020 10,804 Issuance 68,529 Extinguishment (3,260) Change in fair value 25,139 Fair value as of January 31, 2021 101,212 Change in fair value 13,142 Conversion to Class A Common Stock (114,354) Fair value as of January 31, 2022 $ — The following is a rollforward of balances for the preferred stock warrant liability for the fiscal years ended January 31, 2022, 2021 and 2020: (in thousands) Preferred Stock Fair value as of February 1, 2019 $ 3,897 Issuance — Change in fair value (48) Fair value as of January 31, 2020 3,849 Issuance 2,596 Change in fair value 4,914 Fair value as of January 31, 2021 11,359 Change in fair value 12,118 Reclassification to stockholders’ equity upon conversion to Class A common stock warrants (23,477) Fair value as of January 31, 2022 $ — |
Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information associated with the fair value measurement of the convertible notes as of January 31, 2021: Fair Value as of Valuation Technique Unobservable Input Input (in thousands) Convertible Notes $ 101,212 Probability-weighted Estimated time to liquidation 0.2 - 0.5 years Volatility 35.0% Discount Yield 16.0% Risk-free interest rate 0.1% The following table provides quantitative information associated with the fair value measurement of the preferred stock warrant liability as of January 31, 2021: Fair Value as of Valuation Technique Unobservable Input Input (in thousands) Preferred Stock Warrant Liability $ 11,359 Option Pricing Method Term 0.5 - 1.75 years Volatility 60% Discount for lack of 10% - 17% |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summa rizes the fair value of the assets acquired and liabilities assumed at the date of acquisition: (in thousands) December 13, 2021 Net Assets Acquired Goodwill $ 14,826 Identifiable intangible assets acquired Customer relationships 671 Developed technology 8,487 Other 796 Deferred tax asset 892 Property and equipment 61 Net working capital acquired, net of cash acquired (394) Deferred tax liability (2,568) Total purchase consideration $ 22,771 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows: Estimated useful life Computer equipment and purchased software 3 Office furniture, equipment and fixtures 5 Satellites 2.2 to 9 Ground stations and ground station equipment 3 to 10 Leasehold improvements lesser of useful life or term of lease Property and equipment, net consists of the following: January 31, (in thousands) 2022 2021 Satellites* $ 310,861 $ 302,577 Leasehold improvements 15,448 15,630 Ground stations and ground station equipment 12,685 12,560 Office furniture, equipment and fixtures 5,335 4,995 Computer equipment and purchased software 8,197 7,837 Total property and equipment, gross 352,526 343,599 Less: Accumulated depreciation (219,246) (183,744) Total property and equipment, net $ 133,280 $ 159,855 __________________ |
Schedule of Long-lived Assets by Geographic Areas | The Company’s long-lived assets by geographic region are as follows: January 31, (in thousands) 2022 2021 United States $ 130,230 $ 156,537 Rest of the world 3,050 3,318 Total property and equipment, net $ 133,280 $ 159,855 |
Schedule of Capitalized Computer Software | Capitalized internal-use software costs, net of accumulated amortization consists of the following: January 31, (in thousands) 2022 2021 Capitalized internal-use software $ 36,453 $ 32,425 Less: Accumulated amortization (25,685) (20,431) $ 10,768 $ 11,994 |
Schedule of Capitalized Software, Future Amortization Expense | Estimated future amortization expense of capitalized internal-use software at January 31, 2022, is as follows: (in thousands) 2023 $ 3,092 2024 2,751 2025 2,590 2026 2,202 2027 133 $ 10,768 |
Schedule of Intangible Assets And Goodwill | Goodwill and Intangible assets consist of the following: January 31, 2022 January 31, 2021 (in thousands) Gross Accumulated Foreign Net Gross Accumulated Foreign Net Developed technology $ 16,557 $ (7,583) $ (9) $ 8,965 $ 8,070 $ (6,869) $ (9) $ 1,192 Image library 12,028 (10,610) 104 1,522 11,430 (10,203) 104 1,331 Customer relationships 3,951 (2,161) 8 1,798 3,280 (1,615) 9 1,674 Trade names and other 4,551 (2,678) 39 1,912 3,755 (2,318) 39 1,476 Total intangible assets $ 37,087 $ (23,032) $ 142 $ 14,197 $ 26,535 $ (21,005) $ 143 $ 5,673 Goodwill $ 101,413 $ — $ 1,806 $ 103,219 $ 86,587 $ — $ 1,806 $ 88,393 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense of intangible assets at January 31, 2022, is as follows: (in thousands) 2023 $ 2,865 2024 2,797 2025 1,874 2026 1,425 2027 1,108 Thereafter 4,128 $ 14,197 |
Schedule of Goodwill | The change in the carrying amount of goodwill during the years ended January 31, 2022 and 2021 is as follows: January 31, (in thousands) 2022 2021 Beginning of period $ 88,393 $ 88,393 Acquisition 14,826 — End of period $ 103,219 $ 88,393 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: January 31, (in thousands) 2022 2021 Prepaid tax and withholding tax receivables $ 932 $ 1,761 Prepaid satellite launch services 300 — Deferred commissions 1,375 1,030 Deposits 846 667 Restricted cash 309 375 Prepaid directors’ and officers’ liability insurance 4,757 — Other prepayments and receivables 7,866 3,301 Total prepaid expenses and other current assets $ 16,385 $ 7,134 |
Schedule of Other Non-current Assets | Other non-current assets consist of the following: January 31, (in thousands) 2022 2021 Deferred commissions $ 1,083 $ 1,697 Prepaid satellite launch services 1,373 772 Other non-current assets 258 515 Total other non-current assets $ 2,714 $ 2,984 |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued liabilities and other current liabilities consist of the following: January 31, (in thousands) 2022 2021 Deferred R&D service liability (1) $ 21,878 $ 8,208 Payroll and related expenses 6,007 3,229 Customer payable (2) — 10,000 Deferred hosting costs 3,967 2,301 Deferred rent 2,193 2,215 Accrued interest payable — 616 Withholding taxes and other taxes payable 3,731 841 Other accruals 11,047 2,785 Total accrued and other current liabilities $ 48,823 $ 30,195 __________________ (1) In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “R&D Services Agreement”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and originally provided for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three year period. In November 2021, the R&D Services Agreement was amended to increase the fee to $45.2 million. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC 730-20, Research and Development. As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. During the fiscal year ended January 31, 2022, the Company recognized $4.7 million of fees and incurred $4.8 million research and development expenses in connection with the R&D Services Agreement. The activity for the fiscal year ended January 31, 2021 was immaterial. As of January 31, 2022 and 2021, the Company had received a total of $26.7 million and $8.3 million, respectively, under the R&D Services Agreement. The deferred R&D service liability was $21.9 million and $8.2 million as of January 31, 2022 and 2021, respectively. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under noncancelable office leases as of January 31, 2022 are as follows: (in thousands) 2023 $ 5,359 2024 1,729 2025 — 2026 — 2027 — Thereafter — Total minimum lease payments $ 7,088 |
Schedule of Purchase Commitments | Future purchase commitments under noncancelable launch service and ground station service contracts as of January 31, 2022 are as follows: (in thousands) Launch Ground 2023 $ 1,025 $ 2,406 2024 1,200 985 2025 — 686 2026 — 402 2027 — 76 Thereafter — — Total purchase commitments $ 2,225 $ 4,555 |
Schedule of Other Commitments | Future minimum purchase commitments under the noncancelable hosting service agreement as of January 31, 2022 is as follows: (in thousands) 2023 $ 25,379 2024 28,050 2025 30,120 2026 31,190 2027 32,725 Thereafter 33,427 Total purchase commitments $ 180,891 |
Debt, Convertible Notes, and _2
Debt, Convertible Notes, and Warrants (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Expense | The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs, the amortization of debt discounts and loss (gain) on extinguishment of debt: Year Ended January 31, (in thousands) 2022 2021 2020 Contractual interest coupon $ 6,137 $ 6,697 $ 5,554 Amortization of debt issuance costs 768 811 402 Amortization of debt discounts 1,867 1,939 990 Debt extinguishment (gain) loss 1,690 (673) 11,529 Total interest expense and extinguishment (gain) loss $ 10,462 $ 8,774 $ 18,475 |
Schedule of Warrants Outstanding | A summary of warrants that remain outstanding as of January 31, 2022 in connection with the above transactions is as follows: Number of Number of Weighted Weighted Warrants to purchase Class A Common Stock 1,065,594 1,065,594 $ 9.3844 8.18 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | The outstanding Former Planet convertible preferred stock as of January 31, 2021, as adjusted for the Exchange Ratio, consisted of the following (in thousands, except share and per share amounts): Series Shares Shares Per Share Aggregate Proceeds Net A 45,955,198 39,938,981 $ 0.5138 $ 20,522 $ 13,218 B 22,977,599 15,800,171 3.2837 51,883 51,792 C 22,114,155 21,073,377 6.0051 126,549 126,232 C prime 8,522,644 6,164,392 7.2062 44,422 44,422 D 61,273,598 48,275,706 9.3844 453,039 178,384 160,843,194 131,252,627 $ 696,415 $ 414,048 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table summarizes stock-based compensation expense recognized related to awards granted to employees and nonemployees, as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Cost of revenue $ 2,257 $ 843 $ 788 Research and development 16,629 4,109 2,754 Sales and marketing 7,877 1,687 1,234 General and administrative 16,422 7,899 1,252 Total expense 43,185 14,538 6,028 Capitalized to internal-use software development costs and property and equipment (1,229) (526) (957) Total stock-based compensation expense $ 41,956 $ 14,012 $ 5,071 |
Summary of Stock Option Activity | A summary of stock option activity is as follows: Options Outstanding Number of Weighted Weighted Aggregate Balances at February 1, 2019 24,025,493 $ 2.23 7.07 Exercised (171,428) 1.54 Granted 10,533,973 3.92 Forfeited (3,607,656) 3.07 Balances at January 31, 2020 30,780,382 2.72 7.13 Exercised (1,670,778) 0.32 Granted 12,255,668 4.04 Forfeited (2,118,576) 3.56 Balances at January 31, 2021 39,246,696 3.19 7.21 Exercised (1) (6,199,287) 4.61 Granted 12,189,367 9.09 Forfeited (3,329,225) 3.94 Balances at January 31, 2022 41,907,551 $ 4.63 6.71 $ 92,370 Vested and exercisable at January 31, 2022 25,718,277 $ 3.16 5.38 $ 77,069 __________________ |
Summary of Stock Options Outstanding and Exercisable by Price | A summary of options outstanding and exercisable by price at January 31, 2022 are as follows: Options Outstanding Options Exercisable Exercise Price Number of Weighted Number of Weighted $0.070 440,278 1.61 440,278 1.61 0.559 2,638,214 1.95 2,638,214 1.95 1.807 1,942,032 2.56 1,942,032 2.56 2.026 1,883,699 3.62 1,883,699 3.62 2.325 2,312,701 3.09 2,312,701 3.09 3.417 290,425 4.47 290,425 4.47 3.689 2,948,823 4.72 2,948,823 4.72 3.817 1,709,190 6.31 1,522,935 6.27 3.921 7,089,893 7.04 4,590,629 6.79 4.041 10,538,829 8.17 6,553,005 7.97 5.249 1,663,103 9.04 226,986 8.76 9.753 8,450,364 9.41 368,550 9.41 41,907,551 25,718,277 |
Schedule of Stock Options, Valuation Assumptions | The fair value of the employee stock options granted during the fiscal years ended January 31, 2022, 2021 and 2020 was estimated using the following assumptions: Year Ended January 31, 2022 2021 2020 Weighted-average expected term (years) 2.62 - 7.32 5.02 - 6.76 5.08 - 6.83 Expected volatility 42.45% - 48.39% 42.45% - 44.71% 38.13% - 39.85% Risk-free interest rate 0.37% - 1.23% 0.31% - 0.52% 1.67% - 2.54% Dividend yield 0.00% 0.00% 0.00% |
Summary of Restricted Stock Unit ("RSU") Activity | A summary of RSU activity is as follows: Number of Weighted Balances at February 1, 2019 1,230,726 $ 3.91 Vested — — Granted 899,956 3.99 Forfeited (689,328) 3.94 Balances at January 31, 2020 1,441,354 $ 3.94 Vested — — Granted 306,368 4.22 Forfeited (84,723) 3.91 Balances at January 31, 2021 1,662,999 $ 3.98 Vested (1,425,209) 4.75 Granted 5,519,278 9.66 Forfeited (317,332) 5.89 Balances at January 31, 2022 5,439,736 $ 9.42 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of the loss before income taxes are as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Domestic $ (131,478) $ (127,599) $ (123,760) Foreign (3,536) 1,569 176 Total loss before income taxes $ (135,014) $ (126,030) $ (123,584) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for (benefit from) income taxes consists of the following (in thousands): Year Ended January 31, (in thousands) 2022 2021 2020 Current Federal $ — $ — $ — State 15 23 29 Foreign 3,488 1,095 500 Total current tax provision 3,503 1,118 529 Deferred Federal 30 60 — State (2) 30 — Foreign (1,421) (135) (399) Total deferred tax benefit (1,393) (45) (399) Income tax provision $ 2,110 $ 1,073 $ 130 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the U.S. federal statutory income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows: Year Ended January 31, 2022 2021 2020 Provision computed at federal statutory rate 21.0 % 21.0 % 21.0 % States taxes, net of federal benefit 3.7 % 2.4 % 2.4 % Foreign rate differential (2.2) % (0.8) % (1.0) % Revaluation gain/loss 0.9 % (5.0) % 0.1 % Tax credits 2.5 % 2.3 % 2.0 % Change in valuation allowance (27.3) % (21.3) % (23.9) % Other (0.2) % 0.5 % (0.7) % Effective tax rate (1.6) % (0.9) % (0.1) % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows: January 31, (in thousands) 2022 2021 Deferred tax assets Net operating loss carryforwards $ 114,654 $ 92,570 Tax Credit carryforwards 21,245 17,679 Stock-based compensation 8,252 4,013 Deferred revenue 3,909 5,239 Excess interest expense 8,656 6,799 Other 12,208 4,826 Total deferred tax assets 168,924 131,126 Valuation allowance (166,081) (126,270) Total deferred tax assets 2,843 4,856 Deferred tax liabilities Property and equipment — — Intangible assets (2,701) (4,432) Total deferred tax liabilities (2,701) (4,432) Net deferred tax assets $ 142 $ 424 |
Summary of Valuation Allowance | The net change in the total valuation allowance is as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Valuation allowance, beginning of year $ 126,270 $ 102,758 $ 73,155 Change in valuation allowance 39,811 23,512 29,603 Valuation allowance, end of year $ 166,081 $ 126,270 $ 102,758 |
Schedule of Unrecognized Tax Benefits Roll Forward | The Company’s unrecognized tax benefits are as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Beginning of year $ 4,714 $ 3,918 $ 3,234 Additions based on tax positions related to the current year 906 796 684 Additions for tax positions of prior years 68 — — End of year $ 5,688 $ 4,714 $ 3,918 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts): Year Ended January 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (137,124) $ (127,103) $ (123,714) Denominator: Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders 79,610,970 44,214,426 42,863,642 Basic and diluted net loss per share attributable to common stockholders $ (1.72) $ (2.87) $ (2.89) |
Schedule of Antidilutive Securities | The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended January 31, 2022 2021 2020 Convertible Preferred Stock — 131,252,627 131,252,627 Convertible notes — 7,265,238 918,412 Warrants to purchase Series B Convertible Preferred Stock — 761,340 761,340 Warrants to purchase Series D Convertible Preferred Stock — 2,261,713 745,914 Warrants to purchase Class A common stock 1,065,594 — — Common stock options 41,907,551 39,246,696 30,780,382 Restricted Stock Units 5,439,736 1,662,999 1,441,354 Earn-out Shares 26,217,249 — — dMY Sponsor Earn-out Shares 862,500 — — Public Warrants 6,899,982 — — Private Placement Warrants 5,933,333 — — Early exercised common stock options, subject to future vesting 1,654,385 — — Shares issued in connection with acquisition, subject to future vesting 543,391 — — 90,523,721 182,450,612 165,900,028 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation and Liquidity (Details) $ in Thousands | Dec. 07, 2021USD ($) | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) |
Accounting Policies [Abstract] | ||||
Recapitalization exchange ratio | 1.53184 | |||
Cash and cash equivalents | $ 490,762 | $ 71,183 | ||
Proceeds from Business Combination and PIPE Investment, net of transaction costs | $ 533,200 | $ 533,164 | $ 0 | $ 0 |
Credit Agreement with SVB and Hercules | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Principal payment of debt | $ 67,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Restricted cash (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 6,100 | $ 5,400 | ||
Cash and cash equivalents | 490,762 | 71,183 | ||
Restricted cash, current | 309 | 375 | ||
Restricted cash, non-current | 5,743 | 4,982 | ||
Total cash, cash equivalents and restricted cash | 496,814 | 76,540 | $ 27,739 | $ 79,908 |
Collateralized Money Market Accounts | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 4,200 | 4,300 | ||
Performance Guarantees | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 1,600 | 900 | ||
Deposits of Foreign Operations | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 300 | $ 200 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of year | $ 1,215 | $ 843 | $ 5,300 |
Charges | 45 | 823 | 649 |
Write-offs | (147) | (619) | (4,702) |
Other | (82) | 168 | (404) |
Balance, end of year | $ 1,031 | $ 1,215 | $ 843 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details) - USD ($) $ in Millions | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Concentration Risk [Line Items] | ||||
Concentration risk, credit risk, maximum exposure | $ 489.9 | |||
Customer Concentration Risk | Accounts Receivable | Customer 1 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 23.00% | 32.00% | ||
Customer Concentration Risk | Accounts Receivable | Customer 2 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 14.00% | 18.00% | ||
Customer Concentration Risk | Accounts Receivable | Customer 3 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 12.00% | 12.00% | ||
Customer Concentration Risk | Accounts Receivable | Customer 4 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 10.00% | |||
Customer Concentration Risk | Revenue Benchmark | Customer 1 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 11.00% | 12.00% | 13.00% | |
Customer Concentration Risk | Revenue Benchmark | Customer 2 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 10.00% | |||
Customer Concentration Risk | Revenue Benchmark | Customer 3 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 10.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Basic and diluted net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.72) | $ (2.87) | $ (2.89) | |
Basic and diluted net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.72) | $ (2.87) | $ (2.89) | |
Depreciation | $ 37.8 | $ 52.7 | $ 69.1 | |
Change in accounting estimate, property and equipment useful life | ||||
Property, Plant and Equipment [Line Items] | ||||
Basic and diluted net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.22) | |||
Basic and diluted net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.22) | |||
Depreciation | $ (17.6) | |||
Computer equipment and purchased software | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 3 years | |||
Office furniture, equipment and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 5 years | |||
Satellites | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 9 years | 6 years | ||
Depreciation | $ 33 | $ 44.2 | $ 58.6 | |
Satellites | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 2 years 2 months 12 days | |||
Satellites | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 9 years | |||
Ground stations and ground station equipment | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 3 years | |||
Ground stations and ground station equipment | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 10 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Capitalized Software, Impairment, and Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Accounting Policies [Abstract] | |||
Impairment of capitalized internal-use software | $ 1,143,000 | $ 0 | $ 0 |
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Image library | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | ||
Minimum | Capitalized Internal-Use Software Development Costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 1 year | ||
Minimum | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
Minimum | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
Minimum | Trade names and other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum | Capitalized Internal-Use Software Development Costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 9 years | ||
Maximum | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 9 years | ||
Maximum | Trade names and other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 7 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Warrants (Details) | Dec. 07, 2021tradingDay$ / sharesshares | Mar. 09, 2021$ / sharesshares | Jan. 31, 2022$ / sharesshares | Jul. 07, 2021$ / shares | Jun. 21, 2019$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ 9.3844 | ||||
Warrant outstanding (in shares) | shares | 1,065,594 | ||||
Threshold trading days | tradingDay | 20 | ||||
Threshold trading days range | tradingDay | 30 | ||||
Warrants, expiration period | 8 years 2 months 4 days | ||||
Period 1 | |||||
Class of Warrant or Right [Line Items] | |||||
Share price triggering share issuance (in dollars per share) | $ 15 | ||||
Period 2 | |||||
Class of Warrant or Right [Line Items] | |||||
Share price triggering share issuance (in dollars per share) | 17 | ||||
Period 3 | |||||
Class of Warrant or Right [Line Items] | |||||
Share price triggering share issuance (in dollars per share) | 19 | ||||
Period 4 | |||||
Class of Warrant or Right [Line Items] | |||||
Share price triggering share issuance (in dollars per share) | $ 21 | ||||
Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ 0.00001 | ||||
Warrant outstanding (in shares) | shares | 1,049,801 | ||||
Sale of stock, price per share (in dollars per share) | $ 10 | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding (in shares) | shares | 6,899,982 | ||||
Public Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ 11.50 | ||||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding (in shares) | shares | 2,966,667 | 5,933,333 | |||
Warrants, expiration period | 5 years | ||||
dMY IV, LLC | |||||
Class of Warrant or Right [Line Items] | |||||
Equity units issued (in shares) | shares | 34,500,000 | ||||
dMY IV, LLC | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Equity units issued, shares called per unit (in shares) | shares | 1 | ||||
dMY IV, LLC | Redeemable Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Equity units issued, shares called per unit (in shares) | shares | 0.2 | ||||
Warrant exercise price (in dollars per share) | $ 10 | ||||
dMY IV, LLC | Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ 11.50 | ||||
Warrant outstanding (in shares) | shares | 5,933,333 | ||||
Sale of stock, price per share (in dollars per share) | $ 1.50 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Foreign Currency Transactions and Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Accounting Policies [Abstract] | |||
Foreign currency gain (loss) | $ (0.5) | $ 0.3 | $ (0.3) |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Segments (Details) | 12 Months Ended |
Jan. 31, 2022segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | Dec. 07, 2021USD ($)$ / sharesshares | Jul. 07, 2021USD ($)$ / sharesshares |
Reverse Recapitalization [Line Items] | ||
Recapitalization exchange ratio | 1.53184 | |
Contingent consideration liability (in shares) | 27,000,000 | |
Credit Agreement with SVB and Hercules | Secured Debt | ||
Reverse Recapitalization [Line Items] | ||
Principal payment of debt | $ | $ 67.1 | |
Common Class A | ||
Reverse Recapitalization [Line Items] | ||
Contingent consideration liability (in shares) | 24,600,000 | |
Sponsor earnout shares subject to vesting requirements (in shares) | 862,500 | |
Stock converted in transaction (in shares) | 8,625,000 | |
Number of shares issued in transaction (in shares) | 25,200,000 | |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |
Sale of stock, consideration received | $ | $ 252 | |
Common Class B | ||
Reverse Recapitalization [Line Items] | ||
Contingent consideration liability (in shares) | 2,400,000 | |
Period 1 | ||
Reverse Recapitalization [Line Items] | ||
Share price triggering share issuance (in dollars per share) | $ / shares | $ 15 | |
Period 2 | ||
Reverse Recapitalization [Line Items] | ||
Share price triggering share issuance (in dollars per share) | $ / shares | 17 | |
Period 3 | ||
Reverse Recapitalization [Line Items] | ||
Share price triggering share issuance (in dollars per share) | $ / shares | 19 | |
Period 4 | ||
Reverse Recapitalization [Line Items] | ||
Share price triggering share issuance (in dollars per share) | $ / shares | $ 21 |
Business Combination - Schedule
Business Combination - Schedule of Cash Flow (Details) - USD ($) $ in Thousands | Dec. 07, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Reverse Recapitalization [Abstract] | ||||
Cash - dMY IV Trust and cash, net of redemptions | $ 338,383 | |||
Cash - PIPE Investment | 252,000 | |||
Less: Transaction costs | (57,219) | |||
Proceeds from Business Combination and PIPE Investment. net | $ 533,200 | 533,164 | $ 0 | $ 0 |
Less: non-cash accrued transaction costs | (326) | |||
Less: non-cash liability assumed as part of Business Combination | (171) | |||
Less: non-cash fair value of Public Warrants | (24,840) | |||
Less: non-cash fair value of Private Placement Warrants | (29,370) | |||
Business Combination and PIPE Investment, net | 478,457 | |||
Accrued warrant issuance costs | $ 2,200 |
Business Combination - Schedu_2
Business Combination - Schedule of Common Stock (Details) - shares | Dec. 07, 2021 | Jan. 31, 2022 | Dec. 06, 2021 | Jan. 31, 2021 |
Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 260,091,568 | |||
Shares issued upon early exercise of unvested stock options (in shares) | 1,838,207 | |||
Common Class A | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 22,788,611 | |||
Holders of dMY IV’s sponsor shares - Class A Common Stock | 7,762,500 | |||
PIPE Investment - Class A Common Stock | 25,200,000 | |||
Common stock, shares outstanding (in shares) | 241,017,687 | |||
Shares issued upon early exercise of unvested stock options (in shares) | 1,746,296 | |||
Shares redeemed during the period (in shares) | 689,670 | |||
Sponsor earnout shares subject to vesting requirements (in shares) | 862,500 | |||
Common Class B | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 21,157,586 | |||
Common stock, shares outstanding (in shares) | 21,157,586 | |||
Former Plan Stockholders | Common Class A | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 172,161,152 | |||
Former Plan Stockholders | Common Class B | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 21,157,586 | |||
dMY IV Public Stockholders | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 33,810,330 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue, revenue recognized | $ 55,200 | $ 34,700 | $ 35,100 |
Remaining performance obligation, amount | 153,400 | ||
Deferred revenue | 67,800 | ||
Non-cancelable contract revenue | 85,600 | ||
Deferred commission expense | 1,700 | 3,000 | 300 |
Amortization of deferred commission | $ 2,000 | $ 1,900 | $ 1,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01 | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, percentage | 72.00% | ||
Remaining performance obligation, expected timing of satisfaction | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01 | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, percentage | 96.00% | ||
Remaining performance obligation, expected timing of satisfaction | 24 months |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 131,209 | $ 113,168 | $ 95,736 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 55,993 | 61,471 | 54,857 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 9,370 | 15,910 | 16,678 |
Rest of world | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 65,846 | $ 35,787 | $ 24,201 |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Commissions (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred commission, current | $ 1,375 | $ 1,030 |
Deferred commission, non-current | 1,083 | 1,697 |
Total deferred commission | $ 2,458 | $ 2,727 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Additional Information (Details) | Jan. 31, 2022 | Dec. 07, 2021 |
Private Placement Warrants | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.00600 | 0.550 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Schedule of Fair Value by Balance Sheet Location (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Assets | ||
Restricted cash: money market funds | $ 6,100 | $ 5,400 |
Liabilities | ||
Warrants | 23,224 | 0 |
Preferred Stock Warrant | Level 3 | ||
Liabilities | ||
Warrants | 11,359 | |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Cash equivalents: money market funds | 470,066 | 50,449 |
Restricted cash: money market funds | 5,875 | 5,165 |
Total assets | 475,941 | 55,614 |
Liabilities | ||
Convertible notes | 0 | |
Total liabilities | 10,764 | 0 |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Cash equivalents: money market funds | 0 | 0 |
Restricted cash: money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Convertible notes | 0 | |
Total liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets | ||
Cash equivalents: money market funds | 0 | 0 |
Restricted cash: money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Convertible notes | 101,212 | |
Total liabilities | 12,460 | 112,571 |
Fair Value, Recurring | Public Warrants | Level 1 | ||
Liabilities | ||
Warrants | 10,764 | |
Fair Value, Recurring | Public Warrants | Level 2 | ||
Liabilities | ||
Warrants | 0 | |
Fair Value, Recurring | Public Warrants | Level 3 | ||
Liabilities | ||
Warrants | 0 | |
Fair Value, Recurring | Private Placement Warrants | Level 1 | ||
Liabilities | ||
Warrants | 0 | |
Fair Value, Recurring | Private Placement Warrants | Level 2 | ||
Liabilities | ||
Warrants | 0 | |
Fair Value, Recurring | Private Placement Warrants | Level 3 | ||
Liabilities | ||
Warrants | $ 12,460 | |
Fair Value, Recurring | Preferred Stock Warrant | Level 1 | ||
Liabilities | ||
Warrants | 0 | |
Fair Value, Recurring | Preferred Stock Warrant | Level 2 | ||
Liabilities | ||
Warrants | 0 | |
Fair Value, Recurring | Preferred Stock Warrant | Level 3 | ||
Liabilities | ||
Warrants | $ 11,359 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Schedule of Liabilities with Unobservable Inputs (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Convertible Notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 101,212 | $ 10,804 | $ 0 | |
Issuance | 68,529 | 10,963 | ||
Change in fair value | 13,142 | 25,139 | (159) | |
Extinguishment and Conversion | (114,354) | (3,260) | ||
Ending balance | $ 0 | 0 | 101,212 | 10,804 |
Private Placement Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 29,370 | |||
Change in fair value | (16,910) | |||
Ending balance | 12,460 | 12,460 | ||
Preferred Stock Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 11,359 | 3,849 | 3,897 | |
Issuance | 2,596 | 0 | ||
Change in fair value | 12,118 | 4,914 | (48) | |
Extinguishment and Conversion | (23,477) | |||
Ending balance | $ 0 | $ 0 | $ 11,359 | $ 3,849 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Measurement Inputs (Details) $ in Thousands | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($)yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | $ | $ 23,224 | $ 0 |
Preferred Stock Warrant | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | $ | $ 11,359 | |
Preferred Stock Warrant | Level 3 | Term | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.5 | |
Preferred Stock Warrant | Level 3 | Term | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.75 | |
Preferred Stock Warrant | Level 3 | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.60 | |
Preferred Stock Warrant | Level 3 | Discount for lack of marketability | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.10 | |
Preferred Stock Warrant | Level 3 | Discount for lack of marketability | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.17 | |
Convertible Notes | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes | $ | $ 101,212 | |
Convertible Notes | Level 3 | Term | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt, measurement input | 0.2 | |
Convertible Notes | Level 3 | Term | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt, measurement input | 0.5 | |
Convertible Notes | Level 3 | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt, measurement input | 0.350 | |
Convertible Notes | Level 3 | Discount Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt, measurement input | 0.160 | |
Convertible Notes | Level 3 | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt, measurement input | 0.001 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 13, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Acquisition [Line Items] | ||||
Business acquisition, net of cash acquired | $ 9,620 | $ 0 | $ 2,457 | |
VanderSat | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 22,800 | |||
Business acquisition, net of cash acquired | 9,600 | |||
Business combination, equity interests issued and issuable | $ 12,900 | |||
Business combination, share price (in dollars per share) | $ 9.47 | |||
Business combination, consideration transferred, liabilities incurred | $ 300 | |||
VanderSat | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Business combination, equity interests issued and issuable (in shares) | 1,900,739 | |||
VanderSat | Common Class A | Share-based Payment Arrangement | ||||
Business Acquisition [Line Items] | ||||
Business combination, equity interests issued and issuable (in shares) | 543,391 | |||
VanderSat | Common Class A | Purchase Consideration | ||||
Business Acquisition [Line Items] | ||||
Business combination, equity interests issued and issuable (in shares) | 1,357,348 |
Acquisition - VanderSat Schedul
Acquisition - VanderSat Schedule of Purchase Consideration (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Dec. 13, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 103,219 | $ 88,393 | $ 88,393 | |
VanderSat | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 14,826 | |||
Deferred tax asset | 892 | |||
Property and equipment | 61 | |||
Net working capital acquired, net of cash acquired | (394) | |||
Deferred tax liability | (2,568) | |||
Total purchase consideration | 22,771 | |||
VanderSat | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | 671 | |||
VanderSat | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | 8,487 | |||
VanderSat | Other | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 796 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 352,526 | $ 343,599 |
Less: Accumulated depreciation | (219,246) | (183,744) |
Property and equipment, net | 133,280 | 159,855 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 130,230 | 156,537 |
Rest of the world | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 3,050 | 3,318 |
Satellites | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 310,861 | 302,577 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 15,448 | 15,630 |
Ground stations and ground station equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 12,685 | 12,560 |
Office furniture, equipment and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 5,335 | 4,995 |
Computer equipment and purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 8,197 | 7,837 |
Satellites, in process and not placed into service | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 13,700 | $ 13,300 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 37,800,000 | $ 52,700,000 | $ 69,100,000 |
Capitalized computer software, amortization | 5,300,000 | 7,100,000 | 5,300,000 |
Goodwill and intangible assets, impairment | 0 | 0 | 0 |
Amortization of intangible assets | 2,000,000 | 2,400,000 | 3,200,000 |
Satellites | |||
Property, Plant and Equipment [Line Items] | |||
Interest expense | 0 | 0 | 0 |
Depreciation | $ 33,000,000 | $ 44,200,000 | $ 58,600,000 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Capitalized Software Development (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Capitalized internal-use software | $ 36,453 | $ 32,425 |
Less: Accumulated amortization | (25,685) | (20,431) |
Capitalized internal-use software, net | $ 10,768 | $ 11,994 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Capitalized Software Development, Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 | $ 3,092 | |
2024 | 2,751 | |
2025 | 2,590 | |
2026 | 2,202 | |
2027 | 133 | |
Capitalized internal-use software, net | $ 10,768 | $ 11,994 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Goodwill and Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | $ 37,087 | $ 26,535 | |
Intangible assets, accumulated amortization | (23,032) | (21,005) | |
Intangible assets, foreign currency translation | 142 | 143 | |
Intangible assets, net carrying amount | 14,197 | 5,673 | |
Goodwill, gross carrying amount | 101,413 | 86,587 | |
Goodwill, foreign currency translation | 1,806 | 1,806 | |
Goodwill, net carrying amount | 103,219 | 88,393 | $ 88,393 |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | 16,557 | 8,070 | |
Intangible assets, accumulated amortization | (7,583) | (6,869) | |
Intangible assets, foreign currency translation | (9) | (9) | |
Intangible assets, net carrying amount | 8,965 | 1,192 | |
Image library | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | 12,028 | 11,430 | |
Intangible assets, accumulated amortization | (10,610) | (10,203) | |
Intangible assets, foreign currency translation | 104 | 104 | |
Intangible assets, net carrying amount | 1,522 | 1,331 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | 3,951 | 3,280 | |
Intangible assets, accumulated amortization | (2,161) | (1,615) | |
Intangible assets, foreign currency translation | 8 | 9 | |
Intangible assets, net carrying amount | 1,798 | 1,674 | |
Trade names and other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | 4,551 | 3,755 | |
Intangible assets, accumulated amortization | (2,678) | (2,318) | |
Intangible assets, foreign currency translation | 39 | 39 | |
Intangible assets, net carrying amount | $ 1,912 | $ 1,476 |
Balance Sheet Components - Sc_5
Balance Sheet Components - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 | $ 2,865 | |
2024 | 2,797 | |
2025 | 1,874 | |
2026 | 1,425 | |
2027 | 1,108 | |
Thereafter | 4,128 | |
Intangible assets, net carrying amount | $ 14,197 | $ 5,673 |
Balance Sheet Components - Sc_6
Balance Sheet Components - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning of period | $ 88,393 | $ 88,393 |
Acquisition | 14,826 | 0 |
End of period | $ 103,219 | $ 88,393 |
Balance Sheet Components - Sc_7
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid tax and withholding tax receivables | $ 932 | $ 1,761 |
Prepaid satellite launch services | 300 | 0 |
Deferred commissions | 1,375 | 1,030 |
Deposits | 846 | 667 |
Restricted cash | 309 | 375 |
Prepaid directors’ and officers’ liability insurance | 4,757 | 0 |
Other prepayments and receivables | 7,866 | 3,301 |
Total prepaid expenses and other current assets | $ 16,385 | $ 7,134 |
Balance Sheet Components - Sc_8
Balance Sheet Components - Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred commissions | $ 1,083 | $ 1,697 |
Prepaid satellite launch services | 1,373 | 772 |
Other non-current assets | 258 | 515 |
Total other non-current assets | $ 2,714 | $ 2,984 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Current Liabilities (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2020USD ($)yr | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | Nov. 30, 2021USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Deferred R&D service liability | $ 21,878 | $ 8,208 | |||
Payroll and related expenses | 6,007 | 3,229 | |||
Customer payable | 0 | 10,000 | |||
Deferred hosting costs | 3,967 | 2,301 | |||
Deferred rent | 2,193 | 2,215 | |||
Accrued interest payable | 0 | 616 | |||
Withholding taxes and other taxes payable | 3,731 | 841 | |||
Other accruals | 11,047 | 2,785 | |||
Total accrued and other current liabilities | 48,823 | 30,195 | |||
Research and development expense incurred | 66,684 | 43,825 | $ 37,871 | ||
R&D Services Agreement | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Deferred R&D service liability | 8,200 | 21,900 | |||
Research and development arrangement, fee provided | $ 40,200 | $ 45,200 | |||
Research and development arrangement, milestone period | yr | 3 | ||||
Research and development fee recognized | 4,700 | ||||
Research and development expense incurred | 4,800 | ||||
Proceeds from feeds received | $ 8,300 | $ 26,700 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 0.3 | $ 1.3 | $ 1.3 |
Sublease income | $ 3.1 | $ 3 | $ 3.8 |
Commitment and Contingencies _2
Commitment and Contingencies - Future of Minimum Rental Payments For Operating Leases (Details) $ in Thousands | Jan. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 5,359 |
2024 | 1,729 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total minimum lease payments | $ 7,088 |
Commitment and Contingencies- P
Commitment and Contingencies- Purchase Commitments (Details) $ in Thousands | Jan. 31, 2022USD ($) |
Launch | |
Long-term Purchase Commitment [Line Items] | |
2023 | $ 1,025 |
2024 | 1,200 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total purchase commitments | 2,225 |
Ground Station | |
Long-term Purchase Commitment [Line Items] | |
2023 | 2,406 |
2024 | 985 |
2025 | 686 |
2026 | 402 |
2027 | 76 |
Thereafter | 0 |
Total purchase commitments | $ 4,555 |
Commitment and Contingencies _3
Commitment and Contingencies - Other Commitments (Details) $ in Thousands | Jan. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 25,379 |
2024 | 28,050 |
2025 | 30,120 |
2026 | 31,190 |
2027 | 32,725 |
Thereafter | 33,427 |
Total purchase commitments | $ 180,891 |
Debt, Convertible Notes, and _3
Debt, Convertible Notes, and Warrants - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 07, 2021USD ($)shares | Jun. 05, 2020USD ($)shares | Jun. 21, 2019USD ($)agreement$ / sharesshares | Jun. 30, 2019USD ($) | Feb. 28, 2018USD ($) | May 31, 2017USD ($)agreement$ / shares | Nov. 30, 2014USD ($)$ / sharesshares | Jan. 31, 2022USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2020USD ($) | Jul. 31, 2021 | Jan. 31, 2019shares | Jan. 31, 2018USD ($)shares | Jan. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.3844 | |||||||||||||
Debt extinguishment gain (loss) | $ (1,690) | $ 673 | $ (11,529) | |||||||||||
Amortization of debt discounts | $ 1,867 | 1,939 | $ 990 | |||||||||||
Warrant outstanding (in shares) | shares | 1,065,594 | |||||||||||||
Common Class A | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.00001 | |||||||||||||
Shares converted (in shares) | shares | 131,252,627 | |||||||||||||
Number of shares issued in warrant exercise (in shares) | shares | 1,433,567 | |||||||||||||
Warrant outstanding (in shares) | shares | 1,049,801 | |||||||||||||
Common Class A | 2014 Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Shares converted (in shares) | shares | 761,340 | |||||||||||||
Common Class A | 2017 Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares issued in warrant exercise (in shares) | shares | 745,914 | |||||||||||||
Common Class A | 2020 Convertible Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares issued in warrant exercise (in shares) | shares | 27,713 | |||||||||||||
Series D Convertible Preferred Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrant outstanding (in shares) | shares | 450,205 | 1,065,594 | ||||||||||||
Secured Debt | 2014 Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 25,000 | |||||||||||||
Debt stated rate | 11.00% | |||||||||||||
Debt, unamortized discount | $ 600 | |||||||||||||
Secured Debt | 2017 Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt stated rate | 11.00% | |||||||||||||
Debt, unamortized discount | $ 600 | $ 600 | ||||||||||||
Proceeds from debt borrowings | $ 25,000 | $ 25,000 | ||||||||||||
Number of instruments issued in debt agreement | agreement | 2 | |||||||||||||
Principal payment of debt | $ 49,000 | $ 49,000 | ||||||||||||
Debt extinguishment gain (loss) | (11,500) | |||||||||||||
Amortization of debt discounts | 500 | |||||||||||||
Secured Debt | 2017 Loans | Nominal Value | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, net of discount | 8,600 | |||||||||||||
Secured Debt | 2017 Loans | Fair Value | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, net of discount | $ 11,000 | |||||||||||||
Secured Debt | Secured Term Loan A | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 25,000 | |||||||||||||
Proceeds from debt borrowings | $ 12,500 | 12,500 | ||||||||||||
Debt, net of discount | 49,000 | |||||||||||||
Secured Debt | Secured Term Loan B | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | 25,000 | |||||||||||||
Proceeds from debt borrowings | $ 12,500 | |||||||||||||
Principal payment of debt | $ 2,600 | 2,600 | ||||||||||||
Debt extinguishment gain (loss) | $ 700 | |||||||||||||
Debt, net of discount | $ 8,600 | |||||||||||||
Subordinated contracts outstanding | agreement | 2 | |||||||||||||
Subordinated contract liability | $ 4,300 | |||||||||||||
Percent of consideration issuable in stock | 80.00% | 80.00% | ||||||||||||
Shares issued in debt conversion (in shares) | shares | 754,378 | |||||||||||||
Warrant outstanding (in shares) | shares | 384,155 | |||||||||||||
Percent of principal repaid | 30.00% | |||||||||||||
Secured Debt | Secured Term Loan B | Fair Value | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, net of discount | 10,900 | |||||||||||||
Secured Debt | Credit Agreement with SVB and Hercules | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 15,000 | $ 50,000 | ||||||||||||
Debt stated rate | 11.00% | 11.00% | ||||||||||||
Debt, variable rate floor | 11.00% | |||||||||||||
Debt, unamortized discount | $ 1,600 | $ 4,200 | ||||||||||||
Principal payment of debt | $ 67,100 | |||||||||||||
Debt extinguishment gain (loss) | $ (1,700) | |||||||||||||
Loan fees associated with debt issuance | 300 | |||||||||||||
Accrued loan fees payable | $ 600 | 1,500 | ||||||||||||
Secured Debt | Credit Agreement with SVB and Hercules | Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, unamortized discount | 4,200 | |||||||||||||
Accrued loan fees payable | $ 1,800 | |||||||||||||
Secured Debt | Series B Convertible Preferred Stock | 2014 Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Shares called by warrants (in shares) | shares | 761,340 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.3844 | |||||||||||||
Secured Debt | Series D Convertible Preferred Stock | 2017 Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Shares called by warrants (in shares) | shares | 372,957 | 372,957 | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.3844 | |||||||||||||
Secured Debt | Prime Rate | 2014 Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, variable rate spread | 7.75% | |||||||||||||
Debt, variable rate floor | 11.00% | |||||||||||||
Secured Debt | Prime Rate | Credit Agreement with SVB and Hercules | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, variable rate spread | 5.50% | |||||||||||||
Convertible notes | 2020 Convertible Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 71,100 | |||||||||||||
Debt stated rate | 6.00% | |||||||||||||
Change of control, repayment required | 200.00% | |||||||||||||
Convertible debt, if converted, in excess of principal | $ 75,000 | |||||||||||||
Conversion price, numerator for capitalization "capped price" | $ 2,500,000 | |||||||||||||
Convertible notes | Common Class A | 2020 Convertible Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Shares issued in debt conversion (in shares) | shares | 9,824,143 | |||||||||||||
Convertible notes | Series D Convertible Preferred Stock | 2020 Convertible Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Shares called by warrants (in shares) | shares | 1,515,799 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.3844 | |||||||||||||
Warrants issued, percent of borrowings principal | 20.00% |
Debt, Convertible Notes, and _4
Debt, Convertible Notes, and Warrants - Schedule of Interest Expense and Gain (Loss) on Extinguishment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Contractual interest coupon | $ 6,137 | $ 6,697 | $ 5,554 |
Amortization of debt issuance costs | 768 | 811 | 402 |
Amortization of debt discounts | 1,867 | 1,939 | 990 |
Debt extinguishment (gain) loss | 1,690 | (673) | 11,529 |
Total interest expense and extinguishment (gain) loss | $ 10,462 | $ 8,774 | $ 18,475 |
Debt, Convertible Notes, and _5
Debt, Convertible Notes, and Warrants - Warrants Outstanding (Details) | Jan. 31, 2022$ / sharesshares |
Debt Disclosure [Abstract] | |
Warrant outstanding (in shares) | 1,065,594 |
Warrant exercisable (in shares) | 1,065,594 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 9.3844 |
Weighted Average Remaining Term | 8 years 2 months 4 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Dec. 07, 2021shares | Jan. 31, 2022vote$ / sharesshares | Jan. 31, 2021$ / sharesshares |
Class of Stock [Line Items] | |||
Number of shares authorized (in shares) | 631,500,000 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,500,000 | 160,843,194 | |
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Recapitalization exchange ratio | 1.53184 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 570,000,000 | 237,435,191 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||
Common stock, voting rights, votes per share | vote | 1 | ||
Convertible preferred stock, conversion ratio | 1 | ||
Shares converted (in shares) | 131,252,627 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 30,000,000 | 22,977,599 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||
Common stock, voting rights, votes per share | vote | 20 | ||
Common Class C | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 30,000,000 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 1,500,000 | 160,843,194 | |
Shares Issued (in shares) | 0 | 131,252,627 | |
Shares Outstanding (in shares) | 0 | 131,252,627 | |
Aggregate Liquidation Preference | $ 696,415 | ||
Proceeds Net of Issuance Costs | $ 0 | $ 0 | $ 10,000 |
Former Planet | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 160,843,194 | ||
Shares Issued (in shares) | 131,252,627 | ||
Shares Outstanding (in shares) | 131,252,627 | ||
Aggregate Liquidation Preference | $ 696,415 | ||
Proceeds Net of Issuance Costs | $ 414,048 | ||
A | Former Planet | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 45,955,198 | ||
Shares Issued (in shares) | 39,938,981 | ||
Shares Outstanding (in shares) | 39,938,981 | ||
Per Share Liquidation Preference (in dollars per share) | $ 0.5138 | ||
Aggregate Liquidation Preference | $ 20,522 | ||
Proceeds Net of Issuance Costs | $ 13,218 | ||
B | Former Planet | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 22,977,599 | ||
Shares Issued (in shares) | 15,800,171 | ||
Shares Outstanding (in shares) | 15,800,171 | ||
Per Share Liquidation Preference (in dollars per share) | $ 3.2837 | ||
Aggregate Liquidation Preference | $ 51,883 | ||
Proceeds Net of Issuance Costs | $ 51,792 | ||
C | Former Planet | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 22,114,155 | ||
Shares Issued (in shares) | 21,073,377 | ||
Shares Outstanding (in shares) | 21,073,377 | ||
Per Share Liquidation Preference (in dollars per share) | $ 6.0051 | ||
Aggregate Liquidation Preference | $ 126,549 | ||
Proceeds Net of Issuance Costs | $ 126,232 | ||
C prime | Former Planet | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 8,522,644 | ||
Shares Issued (in shares) | 6,164,392 | ||
Shares Outstanding (in shares) | 6,164,392 | ||
Per Share Liquidation Preference (in dollars per share) | $ 7.2062 | ||
Aggregate Liquidation Preference | $ 44,422 | ||
Proceeds Net of Issuance Costs | $ 44,422 | ||
D | Former Planet | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 61,273,598 | ||
Shares Issued (in shares) | 48,275,706 | ||
Shares Outstanding (in shares) | 48,275,706 | ||
Per Share Liquidation Preference (in dollars per share) | $ 9.3844 | ||
Aggregate Liquidation Preference | $ 453,039 | ||
Proceeds Net of Issuance Costs | $ 178,384 |
Public and Private Placement _2
Public and Private Placement Warrants (Details) | 12 Months Ended | ||||
Jan. 31, 2022d$ / sharesshares | Dec. 07, 2021$ / sharesshares | Jul. 07, 2021$ / shares | Mar. 09, 2021$ / shares | Jun. 21, 2019$ / sharesshares | |
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding (in shares) | shares | 1,065,594 | ||||
Warrant exercise price (in dollars per share) | $ 9.3844 | ||||
Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding (in shares) | shares | 1,049,801 | ||||
Warrant exercise price (in dollars per share) | $ 0.00001 | ||||
Sale of stock, price per share (in dollars per share) | $ 10 | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding (in shares) | shares | 6,899,982 | ||||
Public Warrants | Redemption Scenario, One | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant redemption price (in dollars per share) | $ 0.01 | ||||
Redemption, threshold of days prior to notice | d | 30 | ||||
Redemption, threshold of trading days | d | 20 | ||||
Consecutive trading days | d | 30 | ||||
Public Warrants | Redemption Scenario, Two | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant redemption price (in dollars per share) | $ 0.10 | ||||
Redemption, threshold of days prior to notice | d | 30 | ||||
Redemption, threshold of trading days | d | 20 | ||||
Consecutive trading days | d | 30 | ||||
Redemption, threshold of trading days after notice | d | 10 | ||||
Public Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by each warrant (in shares) | shares | 1 | ||||
Warrant exercise price (in dollars per share) | $ 11.50 | ||||
Public Warrants | Common Class A | Redemption Scenario, One | |||||
Class of Warrant or Right [Line Items] | |||||
Threshold common stock price trigger (in dollars per share) | $ 18 | ||||
Public Warrants | Common Class A | Redemption Scenario, Two | |||||
Class of Warrant or Right [Line Items] | |||||
Threshold common stock price trigger (in dollars per share) | $ 10 | ||||
Maximum warrant conversion feature | 0.361 | ||||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding (in shares) | shares | 5,933,333 | 2,966,667 | |||
Private Placement Warrants | dMY IV, LLC | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding (in shares) | shares | 5,933,333 | ||||
Warrant exercise price (in dollars per share) | $ 11.50 | ||||
Sale of stock, price per share (in dollars per share) | $ 1.50 | ||||
Private Placement Warrants | Common Class A | dMY IV, LLC | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by each warrant (in shares) | shares | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Dec. 31, 2017 | Dec. 07, 2021 | Jun. 28, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 260,091,568 | ||||||
Related party transaction, agreement term | 5 years | ||||||
Deferred revenue | $ 67,800,000 | ||||||
Deferred revenue, revenue recognized | 55,200,000 | $ 34,700,000 | $ 35,100,000 | ||||
Deferred hosting costs | 3,967,000 | 2,301,000 | |||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, renewal term | 1 year | ||||||
Deferred hosting costs | 16,100,000 | 10,300,000 | |||||
Purchase commitment | $ 193,000,000 | ||||||
Google | Content Licensing | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred revenue | 12,200,000 | 20,800,000 | |||||
Deferred revenue, revenue recognized | 8,600,000 | 11,500,000 | 8,100,000 | ||||
Google | Hosting and Other Services | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs and expenses | 19,400,000 | 13,100,000 | $ 10,900,000 | ||||
Accounts payable and accrued liabilities | $ 2,000,000 | 0 | |||||
Convertible notes | 2020 Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 71,100,000 | ||||||
Convertible notes | Google | 2020 Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 10,000,000 | ||||||
Common Class A | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 241,017,687 | 22,788,611 | |||||
Series D Convertible Preferred Stock | Google | |||||||
Related Party Transaction [Line Items] | |||||||
Shares called by warrants (in shares) | 213,119 | ||||||
Series D Convertible Preferred Stock | Convertible notes | 2020 Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Shares called by warrants (in shares) | 1,515,799 | ||||||
Google | PlanetLabs | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage (greater than) | 10.00% | ||||||
Google | PlanetLabs | Common Class A | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 31,942,641 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 13, 2021shares | Dec. 07, 2021USD ($)tradingDay$ / sharesshares | Dec. 06, 2021USD ($)shares | Jan. 31, 2022USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2020USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Intrinsic value of options exercised during the period | $ | $ 23,000 | $ 6,100 | $ 400 | ||||
Weighted average grant date fair value, grants during period (in dollars per share) | $ / shares | $ 3.79 | $ 1.85 | $ 1.64 | ||||
Costs not yet recognized, options | $ | $ 49,500 | ||||||
Share-based compensation expense | $ | 41,956 | $ 14,012 | $ 5,071 | ||||
Shares issued upon early exercise of unvested stock options (in shares) | 1,838,207 | ||||||
Liability from early exercise of stock options | $ | $ 16,135 | $ 0 | |||||
Unvested shares subject to repurchase (in shares) | 1,654,385 | ||||||
Contingent consideration (in shares) | 5,540,990 | ||||||
Threshold trading days | tradingDay | 20 | ||||||
Threshold trading days range | tradingDay | 30 | ||||||
Period 1 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share price triggering share issuance (in dollars per share) | $ / shares | $ 15 | ||||||
Period 2 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share price triggering share issuance (in dollars per share) | $ / shares | 17 | ||||||
Period 3 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share price triggering share issuance (in dollars per share) | $ / shares | 19 | ||||||
Period 4 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share price triggering share issuance (in dollars per share) | $ / shares | $ 21 | ||||||
VanderSat | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 2 years | ||||||
Costs not yet recognized, period for recognition | 1 year 11 months 1 day | ||||||
Share-based compensation expense | $ | $ 300 | ||||||
Costs not yet recognized, award other than options | $ | $ 4,800 | ||||||
Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock reserved for future issuance (in shares) | 32,412,802 | ||||||
Maximum number of shares that may be granted under award (in shares) | 56,963,788 | ||||||
Shares issued upon early exercise of unvested stock options (in shares) | 1,746,296 | ||||||
Common Class A | VanderSat | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Business combination, equity interests issued and issuable (in shares) | 1,900,739 | ||||||
Common Class A and B | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate number of shares outstanding that may be issued in share-based compensation plan | 5.00% | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award expiration period | 10 years | ||||||
Award vesting period | 4 years | ||||||
Costs not yet recognized, period for recognition | 2 years 9 months 29 days | ||||||
Stock Options | 10% stockholder | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award expiration period | 5 years | ||||||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Costs not yet recognized, period for recognition | 1 year 8 months 15 days | ||||||
Share-based compensation expense | $ | $ 16,400 | $ 21,200 | |||||
Costs not yet recognized, award other than options | $ | $ 37,100 | ||||||
Awards forfeited (in shares) | 317,332 | 84,723 | 689,328 | ||||
Awards vested (in shares) | 1,425,209 | 0 | 0 | ||||
Earn-out Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Costs not yet recognized, period for recognition | 1 year 9 months | ||||||
Share-based compensation expense | $ | $ 4,500 | ||||||
Costs not yet recognized, award other than options | $ | $ 34,400 | ||||||
Fair value of awards | $ | $ 45,300 | ||||||
Awards forfeited (in shares) | 782,751 | ||||||
Awards vested (in shares) | 0 | ||||||
Awards outstanding (in shares) | 4,758,239 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expense | $ 43,185 | $ 14,538 | $ 6,028 |
Capitalized to internal-use software development costs and property and equipment | (1,229) | (526) | (957) |
Total stock-based compensation expense | 41,956 | 14,012 | 5,071 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expense | 2,257 | 843 | 788 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expense | 16,629 | 4,109 | 2,754 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expense | 7,877 | 1,687 | 1,234 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expense | $ 16,422 | $ 7,899 | $ 1,252 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Number of Options | ||||
Outstanding, beginning balance (in shares) | 39,246,696 | 30,780,382 | 24,025,493 | |
Exercised (in shares) | (6,199,287) | (1,670,778) | (171,428) | |
Granted (in shares) | 12,189,367 | 12,255,668 | 10,533,973 | |
Forfeited (in shares) | (3,329,225) | (2,118,576) | (3,607,656) | |
Outstanding, ending balance (in shares) | 41,907,551 | 39,246,696 | 30,780,382 | 24,025,493 |
Vested and exercisable (in shares) | 25,718,277 | |||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 3.19 | $ 2.72 | $ 2.23 | |
Exercised (in dollars per share) | 4.61 | 0.32 | 1.54 | |
Granted (in dollars per share) | 9.09 | 4.04 | 3.92 | |
Forfeited (in dollars per share) | 3.94 | 3.56 | 3.07 | |
Outstanding, beginning balance (in dollars per share) | 4.63 | $ 3.19 | $ 2.72 | $ 2.23 |
Vested and exercisable (in dollars per share) | $ 3.16 | |||
Outstanding, Weighted Average Remaining Term | 6 years 8 months 15 days | 7 years 2 months 15 days | 7 years 1 month 17 days | 7 years 25 days |
Vested and exercisable, Weighted Average Remaining Term | 5 years 4 months 17 days | |||
Outstanding, aggregate intrinsic value | $ 92,370 | |||
Vested and exercisable, aggregate intrinsic value | $ 77,069 | |||
Shares issued upon early exercise of unvested stock options (in shares) | 1,838,207 |
Stock-based Compensation - Opti
Stock-based Compensation - Options by Exercise Price (Details) | 12 Months Ended |
Jan. 31, 2022$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | 41,907,551 |
Options exercisable (in shares) | 25,718,277 |
0.07 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 0.070 |
Options outstanding (in shares) | 440,278 |
Options outstanding, weighted average remaining contractual term | 1 year 7 months 9 days |
Options exercisable (in shares) | 440,278 |
Options exercisable, weighted average remaining contractual term | 1 year 7 months 9 days |
0.559 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 0.559 |
Options outstanding (in shares) | 2,638,214 |
Options outstanding, weighted average remaining contractual term | 1 year 11 months 12 days |
Options exercisable (in shares) | 2,638,214 |
Options exercisable, weighted average remaining contractual term | 1 year 11 months 12 days |
1.807 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 1.807 |
Options outstanding (in shares) | 1,942,032 |
Options outstanding, weighted average remaining contractual term | 2 years 6 months 21 days |
Options exercisable (in shares) | 1,942,032 |
Options exercisable, weighted average remaining contractual term | 2 years 6 months 21 days |
2.026 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 2.026 |
Options outstanding (in shares) | 1,883,699 |
Options outstanding, weighted average remaining contractual term | 3 years 7 months 13 days |
Options exercisable (in shares) | 1,883,699 |
Options exercisable, weighted average remaining contractual term | 3 years 7 months 13 days |
2.325 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 2.325 |
Options outstanding (in shares) | 2,312,701 |
Options outstanding, weighted average remaining contractual term | 3 years 1 month 2 days |
Options exercisable (in shares) | 2,312,701 |
Options exercisable, weighted average remaining contractual term | 3 years 1 month 2 days |
3.417 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 3.417 |
Options outstanding (in shares) | 290,425 |
Options outstanding, weighted average remaining contractual term | 4 years 5 months 19 days |
Options exercisable (in shares) | 290,425 |
Options exercisable, weighted average remaining contractual term | 4 years 5 months 19 days |
3.689 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 3.689 |
Options outstanding (in shares) | 2,948,823 |
Options outstanding, weighted average remaining contractual term | 4 years 8 months 19 days |
Options exercisable (in shares) | 2,948,823 |
Options exercisable, weighted average remaining contractual term | 4 years 8 months 19 days |
3.817 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 3.817 |
Options outstanding (in shares) | 1,709,190 |
Options outstanding, weighted average remaining contractual term | 6 years 3 months 21 days |
Options exercisable (in shares) | 1,522,935 |
Options exercisable, weighted average remaining contractual term | 6 years 3 months 7 days |
3.921 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 3.921 |
Options outstanding (in shares) | 7,089,893 |
Options outstanding, weighted average remaining contractual term | 7 years 14 days |
Options exercisable (in shares) | 4,590,629 |
Options exercisable, weighted average remaining contractual term | 6 years 9 months 14 days |
4.041 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 4.041 |
Options outstanding (in shares) | 10,538,829 |
Options outstanding, weighted average remaining contractual term | 8 years 2 months 1 day |
Options exercisable (in shares) | 6,553,005 |
Options exercisable, weighted average remaining contractual term | 7 years 11 months 19 days |
5.249 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 5.249 |
Options outstanding (in shares) | 1,663,103 |
Options outstanding, weighted average remaining contractual term | 9 years 14 days |
Options exercisable (in shares) | 226,986 |
Options exercisable, weighted average remaining contractual term | 8 years 9 months 3 days |
9.753 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 9.753 |
Options outstanding (in shares) | 8,450,364 |
Options outstanding, weighted average remaining contractual term | 9 years 4 months 28 days |
Options exercisable (in shares) | 368,550 |
Options exercisable, weighted average remaining contractual term | 9 years 4 months 28 days |
Stock-based Compensation - Valu
Stock-based Compensation - Valuation Assumptions on Stock Options (Details) - Stock Options | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 42.45% | 42.45% | 38.13% |
Expected volatility, maximum | 48.39% | 44.71% | 39.85% |
Risk-free interest rate, minimum | 0.37% | 0.31% | 1.67% |
Risk-free interest rate, maximum | 1.23% | 0.52% | 2.54% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average expected term (years) | 2 years 7 months 13 days | 5 years 7 days | 5 years 29 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average expected term (years) | 7 years 3 months 25 days | 6 years 9 months 3 days | 6 years 9 months 29 days |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Number of RSUs | |||
Outstanding, beginning balance (in shares) | 1,662,999 | 1,441,354 | 1,230,726 |
Vested (in shares) | (1,425,209) | 0 | 0 |
Granted (in shares) | 5,519,278 | 306,368 | 899,956 |
Forfeited (in shares) | (317,332) | (84,723) | (689,328) |
Outstanding, ending balance (in shares) | 5,439,736 | 1,662,999 | 1,441,354 |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 3.98 | $ 3.94 | $ 3.91 |
Vested (in dollars per share) | 4.75 | 0 | 0 |
Granted (in dollars per share) | 9.66 | 4.22 | 3.99 |
Forfeited (in dollars per share) | 5.89 | 3.91 | 3.94 |
Outstanding, ending balance (in dollars per share) | $ 9.42 | $ 3.98 | $ 3.94 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (131,478) | $ (127,599) | $ (123,760) |
Foreign | (3,536) | 1,569 | 176 |
Total loss before income taxes | $ (135,014) | $ (126,030) | $ (123,584) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 15 | 23 | 29 |
Foreign | 3,488 | 1,095 | 500 |
Total current tax provision | 3,503 | 1,118 | 529 |
Deferred | |||
Federal | 30 | 60 | 0 |
State | (2) | 30 | 0 |
Foreign | (1,421) | (135) | (399) |
Total deferred tax benefit | (1,393) | (45) | (399) |
Income tax provision | $ 2,110 | $ 1,073 | $ 130 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Provision computed at federal statutory rate | 21.00% | 21.00% | 21.00% |
States taxes, net of federal benefit | 3.70% | 2.40% | 2.40% |
Foreign rate differential | (2.20%) | (0.80%) | (1.00%) |
Revaluation gain/loss | 0.90% | (5.00%) | 0.10% |
Tax credits | 2.50% | 2.30% | 2.00% |
Change in valuation allowance | (27.30%) | (21.30%) | (23.90%) |
Other | (0.20%) | 0.50% | (0.70%) |
Effective tax rate | (1.60%) | (0.90%) | (0.10%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Deferred tax assets | ||||
Net operating loss carryforwards | $ 114,654 | $ 92,570 | ||
Tax Credit carryforwards | 21,245 | 17,679 | ||
Stock-based compensation | 8,252 | 4,013 | ||
Deferred revenue | 3,909 | 5,239 | ||
Excess interest expense | 8,656 | 6,799 | ||
Other | 12,208 | 4,826 | ||
Total deferred tax assets | 168,924 | 131,126 | ||
Valuation allowance | (166,081) | (126,270) | $ (102,758) | $ (73,155) |
Total deferred tax assets | 2,843 | 4,856 | ||
Deferred tax liabilities | ||||
Property and equipment | 0 | 0 | ||
Intangible assets | (2,701) | (4,432) | ||
Total deferred tax liabilities | (2,701) | (4,432) | ||
Net deferred tax assets | $ 142 | $ 424 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Total deferred tax assets | $ 168,924,000 | $ 131,126,000 |
Unremitted earnings from foreign subsidiaries | 23,100,000 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | |
Income tax examination, penalties and interest accrued | 0 | 0 |
Income tax examination, penalties and interest expense | 0 | $ 0 |
Domestic | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 472,900,000 | |
Domestic | Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | 16,600,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 226,600,000 | |
State | Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | 11,800,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 800,000 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Valuation allowance, beginning of year | $ 126,270 | $ 102,758 | $ 73,155 |
Change in valuation allowance | 39,811 | 23,512 | 29,603 |
Valuation allowance, end of year | $ 166,081 | $ 126,270 | $ 102,758 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Beginning of year | $ 4,714 | $ 3,918 | $ 3,234 |
Additions based on tax positions related to the current year | 906 | 796 | 684 |
Additions for tax positions of prior years | 68 | 0 | 0 |
End of year | $ 5,688 | $ 4,714 | $ 3,918 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (137,124) | $ (127,103) | $ (123,714) |
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares) | 79,610,970 | 44,214,426 | 42,863,642 |
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares) | 79,610,970 | 44,214,426 | 42,863,642 |
Basic and diluted net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.72) | $ (2.87) | $ (2.89) |
Basic and diluted net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.72) | $ (2.87) | $ (2.89) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 90,523,721 | 182,450,612 | 165,900,028 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 131,252,627 | 131,252,627 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 7,265,238 | 918,412 |
Warrants to purchase Series B Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 761,340 | 761,340 |
Warrants to purchase Series D Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 2,261,713 | 745,914 |
Warrants to purchase Class A common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 1,065,594 | 0 | 0 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 41,907,551 | 39,246,696 | 30,780,382 |
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,439,736 | 1,662,999 | 1,441,354 |
Earn-out Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 26,217,249 | 0 | 0 |
dMY Sponsor Earn-out Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 862,500 | 0 | 0 |
Public Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 6,899,982 | 0 | 0 |
Private Placement Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,933,333 | 0 | 0 |
Early exercised common stock options, subject to future vesting | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 1,654,385 | 0 | 0 |
Shares issued in connection with acquisition, subject to future vesting | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 543,391 | 0 | 0 |