Planet Labs PBC(PL) - 2024 Q1 - Quarterly Report

Part I - Financial Information Item 1. Financial Statements (unaudited) This section presents Planet Labs PBC's unaudited condensed consolidated financial statements, covering balance sheets, operations, comprehensive loss, equity, cash flows, and detailed notes on accounting policies and disclosures for Q1 2023 Condensed Consolidated Balance Sheets The balance sheets show a decrease in total assets and stockholders' equity from January 31, 2023, to April 30, 2023, primarily driven by a reduction in cash and cash equivalents, while total liabilities also decreased | Metric | April 30, 2023 (in thousands) | January 31, 2023 (in thousands) | Change (in thousands) | % Change | | :----------------------------- | :------------------------------ | :------------------------------ | :-------------------- | :------- | | Total Assets | $723,457 | $752,723 | $(29,266) | -3.9% | | Cash and cash equivalents | $140,763 | $181,892 | $(41,129) | -22.6% | | Total Liabilities | $164,108 | $176,619 | $(12,511) | -7.1% | | Total Stockholders' Equity | $559,349 | $576,104 | $(16,755) | -2.9% | Condensed Consolidated Statements of Operations For the three months ended April 30, 2023, Planet Labs PBC reported a significant increase in revenue and gross profit, leading to a reduced net loss compared to the same period in 2022 | Metric | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | Change (in thousands) | % Change | | :------------------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | :-------------------- | :------- | | Revenue | $52,703 | $40,127 | $12,576 | 31.3% | | Cost of revenue | $24,556 | $23,628 | $928 | 3.9% | | Gross profit | $28,147 | $16,499 | $11,648 | 70.6% | | Loss from operations | $(44,692) | $(47,714) | $3,022 | -6.3% | | Net loss | $(34,444) | $(44,360) | $9,916 | -22.4% | | Basic and diluted net loss per share | $(0.13) | $(0.17) | $0.04 | -23.5% | Condensed Consolidated Statements of Comprehensive Loss The comprehensive loss for the three months ended April 30, 2023, was lower than the prior year, primarily reflecting a reduced net loss, despite a negative impact from foreign currency translation and changes in fair value of available-for-sale securities | Metric | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Net loss | $(34,444) | $(44,360) | | Other comprehensive income (loss), net of tax: | | | | Foreign currency translation adjustment | $(45) | $175 | | Change in fair value of available-for-sale securities | $(544) | — | | Other comprehensive income (loss), net of tax | $(589) | $175 | | Comprehensive loss | $(35,033) | $(44,185) | Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity decreased from January 31, 2023, to April 30, 2023, primarily due to the net loss incurred and net unrealized losses on available-for-sale securities, partially offset by stock-based compensation and stock option exercises | Metric | January 31, 2023 (in thousands) | April 30, 2023 (in thousands) | | :------------------------------------ | :------------------------------ | :------------------------------ | | Total Stockholders' Equity | $576,104 | $559,349 | | Key Changes (Q1 2023): | | | | Issuance of Class A common stock from option exercise | | $3,295 | | Stock-based compensation | | $15,983 | | Net unrealized loss on available-for-sale securities | | $(544) | | Net loss | | $(34,444) | Condensed Consolidated Statements of Cash Flows Cash flows for the three months ended April 30, 2023, show a significant increase in cash used in operating and investing activities compared to the prior year, resulting in a larger net decrease in cash and cash equivalents | Activity | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Net cash used in operating activities | $(30,601) | $(6,534) | | Net cash used in investing activities | $(12,581) | $(3,652) | | Net cash provided by financing activities | $1,399 | $4,552 | | Net decrease in cash and cash equivalents | $(41,606) | $(6,283) | Notes to Unaudited Condensed Consolidated Financial Statements These notes provide essential context and detail for the condensed consolidated financial statements, covering the company's organization, accounting policies, revenue recognition, fair value measurements, balance sheet components, lease obligations, R&D arrangements, commitments, warrants, related party transactions, stock-based compensation, income taxes, and net loss per share (1) Organization Planet Labs PBC's mission is to use space to provide high-cadence geospatial data, making global change visible and actionable, formed through a business combination with dMY Technology Group, Inc. IV in December 2021 - Planet Labs PBC's mission is to use space to help life on Earth by imaging the world daily and making global change visible, accessible, and actionable[25] - The company was renamed Planet Labs PBC following a business combination with dMY Technology Group, Inc. IV on December 7, 2021[26] (2) Basis of Presentation and Summary of Significant Accounting Policies The financial statements are unaudited and prepared under U.S. GAAP, consolidating all wholly-owned subsidiaries, with the company historically incurring net losses and negative cash flows, operating as a single segment, and facing credit risk concentration - The company has incurred net losses and negative cash flows from operations since its inception and expects to continue to do so as it expands its business[31] | Metric | April 30, 2023 (in millions) | January 31, 2023 (in millions) | | :-------------------------- | :--------------------------- | :--------------------------- | | Cash and cash equivalents | $140.8 | $181.9 | | Short-term investments | $235.4 | $226.9 | | Total Liquid Assets | $376.2 | $408.8 | - The company operates in one operating segment and one reportable segment[36] - As of April 30, 2023, one customer accounted for 17% of accounts receivable and 21% of revenue for the three months ended April 30, 2023[39] (3) Revenue Revenue recognized from deferred revenue increased year-over-year, and remaining performance obligations stood at $138.0 million as of April 30, 2023, with most expected to be recognized within 24 months, and revenue from the Rest of World exceeded that from the United States | Metric | Three Months Ended April 30, 2023 (in millions) | Three Months Ended April 30, 2022 (in millions) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Revenue recognized from deferred revenue | $25.1 | $22.6 | - Remaining performance obligations were $138.0 million as of April 30, 2023, with approximately 80% expected over the next 12 months and 99% over the next 24 months[44] | Geographic Region | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | | :---------------- | :----------------------------------------------- | :----------------------------------------------- | | United States | $23,127 | $18,752 | | Rest of World | $29,576 | $21,375 | | Total revenue | $52,703 | $40,127 | (4) Fair Value of Financial Assets and Liabilities The company categorizes its financial instruments by fair value hierarchy levels, with Public Warrants as Level 1, and Private Placement Warrants and contingent consideration as Level 3, requiring significant unobservable inputs | (in thousands) | Level 1 | Level 2 | Level 3 | | :------------------------------------ | :------ | :------ | :------ | | Assets (April 30, 2023): | | | | | Cash equivalents | $96,512 | — | — | | Short-term investments | $73,355 | $162,060 | — | | Total Assets | $169,967 | $162,060 | — | | Liabilities (April 30, 2023): | | | | | Public Warrants | $4,347 | — | — | | Private Placement Warrants | — | — | $6,378 | | Contingent consideration for acquisition of business | — | — | $7,607 | | Total Liabilities | $4,347 | — | $13,985 | - Private Placement Warrants are classified as Level 3, valued using Black-Scholes or Monte Carlo simulation, incorporating unobservable inputs like expected stock volatility (70.0% as of April 30, 2023)[55] - Contingent consideration liabilities (Level 3) are valued based on the present value of probability-weighted payments for technical milestones and Monte Carlo simulation for customer contract earnouts, relying on management's estimates[57][58] (5) Balance Sheet Components This section details the composition and changes in key balance sheet items, including decreases in cash and restricted cash, increases in short-term investments and property and equipment (due to satellites in process), stable goodwill, and a slight decrease in intangible assets | Metric | April 30, 2023 (in thousands) | January 31, 2023 (in thousands) | | :------------------------------------------------ | :------------------------------ | :------------------------------ | | Cash and cash equivalents, and restricted cash and cash equivalents | $146,470 | $188,076 | | Short-term investments (Fair Value) | $235,415 | $226,868 | | Property and equipment, net | $118,193 | $108,091 | | Satellites in process (included in Property and equipment) | $22,900 | $13,800 | | Goodwill | $112,748 | $112,748 | | Total intangible assets, net | $13,999 | $14,831 | - Total depreciation expense for Q1 2023 was $8.7 million, with $8.2 million specific to satellites[67] - A change in the estimated useful lives of two high-resolution satellites in April 2023 resulted in a $0.4 million increase in Q1 2023 depreciation expense and is expected to increase FY2024 depreciation by $5.0 million[68] (6) Leases The company's leasing activities primarily involve operating leases for real estate and ground stations, with operating lease costs increasing in Q1 2023 and total operating lease liabilities at $26.2 million with a weighted average remaining term of 3.8 years as of April 30, 2023 | Metric | Three Months Ended April 30, 2023 (in millions) | Three Months Ended April 30, 2022 (in millions) | | :-------------------- | :----------------------------------------------- | :----------------------------------------------- | | Operating lease costs | $2.0 | $1.5 | - Right of use assets obtained in exchange for operating lease liabilities were $4.8 million for the three months ended April 30, 2023[74] - Total operating lease liabilities as of April 30, 2023, were $26.2 million, with a weighted average remaining lease term of 3.8 years and a weighted average discount rate of 7.9%[74] (7) Research and Development Arrangements Planet Labs PBC has two significant R&D funding arrangements: a $45.8 million R&D Services Agreement for prototype satellite development and a $40.5 million NASA Communication Services Project agreement, with funding from both recognized as a reduction of R&D expenses - The R&D Services Agreement provides $45.8 million in funding over three years for prototype satellite design and development, with $4.0 million recognized in Q1 2023 and $36.9 million received in total as of April 30, 2023[75][77] - The NASA Communication Services Project (CSP) agreements provide aggregate funding of $40.5 million for developing near-Earth space communication services, with $3.1 million recognized in Q1 2023 and $6.5 million received in total as of April 30, 2023[78][79] (8) Commitments and Contingencies The company has purchase commitments for future satellite launch services ($0.5 million for FY2024) and significant hosting services from Google ($147.3 million through FY2028), and is not currently involved in any material legal proceedings - Future purchase commitments for noncancelable satellite launch services totaled $475 thousand for the remainder of Fiscal Year 2024 as of April 30, 2023[80] - Minimum purchase commitments for hosting services from Google, LLC totaled $147.3 million through January 31, 2028, as of April 30, 2023[81] - The company is not a party to any material legal proceedings and is not aware of any pending or threatened claims expected to have a material adverse impact[82] (9) Warrants Planet Labs PBC has Public Warrants and Private Placement Warrants outstanding, with the latter including vesting conditions tied to Class A common stock price targets or a change of control, and other warrants to purchase Class A common stock are also outstanding - As of April 30, 2023, there were 6,899,982 Public Warrants outstanding, exercisable at $11.50 per share[88] - There were 5,933,333 Private Placement Warrants outstanding, including 2,966,667 Private Placement Vesting Warrants, which vest based on Class A common stock price targets ($15.00, $17.00, $19.00, $21.00) or a change of control prior to December 7, 2026[87][88] - Additionally, 1,065,594 warrants to purchase Class A common stock were outstanding and exercisable, with a weighted average exercise price of $9.384 and a remaining term of 6.9 years[89] (10) Related Party Transactions Google, a significant shareholder, is a related party, with a content license agreement expiring in April 2023, resulting in reduced revenue, while the company continues to purchase substantial hosting and other services from Google under an amended agreement extending through January 2028 - Google, LLC owned greater than 10% of the company's common shares as of April 30, 2023[90] - A content license agreement with Google expired in April 2023, with revenue recognized decreasing from $3.0 million in Q1 2022 to $0.3 million in Q1 2023[91] - The company purchases hosting and other services from Google, with hosting expense of $6.4 million in Q1 2023 (up from $5.5 million in Q1 2022), and an amended hosting agreement extends through January 31, 2028, with aggregate purchase commitments of $193.0 million[92][93] (11) Stock-based Compensation Total stock-based compensation expense decreased in Q1 2023, with a significant number of Restricted Stock Units (RSUs) and Performance Vesting Restricted Stock Units (PSUs) granted, and substantial unrecognized compensation costs remaining for various equity awards | Metric | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Total stock-based compensation expense | $15,356 | $19,822 | - As of April 30, 2023, total unrecognized compensation cost for stock options was $26.3 million (expected over 2.0 years), for RSUs was $127.0 million (over 3.3 years), and for PSUs was $1.0 million (over 0.9 years)[96][98][100] - During Q1 2023, 15,709,449 RSUs were granted, generally vesting over four years, and 265,825 PSUs were granted to senior management, vesting based on revenue and adjusted EBITDA targets[97][99] (12) Income Taxes Income tax expense remained consistent year-over-year, primarily driven by current tax on foreign earnings, with the effective tax rate differing from the federal statutory rate due to a valuation allowance against most U.S. and foreign deferred tax assets - Income tax expense was $0.3 million for both the three months ended April 30, 2023, and 2022, primarily due to current tax on foreign earnings[106] - The effective tax rates differed from the federal statutory tax rate primarily due to a valuation allowance on the majority of the company's U.S. and foreign deferred tax assets[106] - Gross unrecognized tax benefits were $7.2 million as of April 30, 2023, which, if recognized, would not affect the effective tax rate due to the valuation allowance[107] (13) Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share were the same for both periods presented, as the inclusion of all potential common stock outstanding would have been anti-dilutive, indicating a significant number of outstanding anti-dilutive securities | Metric | Three Months Ended April 30, 2023 | Three Months Ended April 30, 2022 | | :------------------------------------------------------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Basic and diluted net loss per share attributable to common stockholders | $(0.13) | $(0.17) | | Basic and diluted weighted-average common shares outstanding | 272,347,977 | 264,088,997 | - Over 104 million potential common shares were excluded from the computation of diluted net loss per share as of April 30, 2023, because their inclusion would have been anti-dilutive[110] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Planet Labs PBC's financial condition and operational results for the three months ended April 30, 2023, covering business overview, model, key factors, performance metrics, detailed financial results, non-GAAP measures, liquidity, and critical accounting policies Business and Overview Planet Labs PBC's mission is to leverage its extensive satellite fleet to provide daily Earth imagery and insights, enabling timely decisions for over 900 customers across diverse sectors, with a focus on environmental and social change - Planet'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[112] - The company operates the largest Earth observation fleet of satellites, providing a daily stream of proprietary data and machine learning analytics to over 900 customers[114][116] - As of April 30, 2023, the EoP Customer Count was 903, representing a 9% year-over-year growth, with over 90% of customers on annual or multiyear contracts[117] Our Business Model Planet Labs PBC generates revenue primarily through cloud-based data and analytics licensing via fixed-price subscription and usage-based contracts, employing a 'land-and-expand' strategy to scale within existing verticals and expand into new markets through investments in sales, marketing, and software solutions - Revenue is primarily generated by selling licenses to data and analytics through fixed-price subscription and usage-based contracts on an entirely cloud-based platform[118] - The company employs a 'land-and-expand' go-to-market strategy to increase value and revenue from existing customers[119] - Growth strategies include scaling in existing verticals (Civil Government, Agriculture, Defense & Intelligence, Mapping) and expanding into new verticals (Energy & Infrastructure, Finance & Insurance, Forestry, ESG) through investments in sales, marketing, and software engineering[120][121][122] Factors Affecting the Results of Operations Key factors influencing financial results include the ability to acquire and retain customers, expand revenue from existing clients, develop new sensors and data sets, make effective investment decisions, and manage business seasonality, all of which may lead to increased R&D, operating expenses, and capital expenditures, potentially delaying profitability - Attracting new customers is crucial, driven by improving data, offering easier-to-consume software/analytic solutions, new data sets, and expanding global sales/marketing, which will increase research and development expenditures[124] - Increasing customer retention and expanding revenue from existing customers requires investments in customer success, data improvements, and software tools, leading to anticipated increases in cost of revenue, operating expenses, and capital expenditures, and likely near-term losses[125] - The business experiences seasonality due to customer behavior, buying patterns, and usage-based contracts, which can impact operating results and financial metrics[128] Key Operational and Business Metrics The company uses several key metrics to evaluate performance, including Net Dollar Retention Rate (which decreased to 98% in Q1 2023), EoP Customer Count (increased 9% YoY to 903), Percent of Recurring ACV (increased to 93%), and Capital Expenditures as a Percentage of Revenue (increased to 13% due to satellite build costs) | Metric | Three Months Ended April 30, 2023 | Three Months Ended April 30, 2022 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net Dollar Retention Rate | 98 % | 105 % | | Net Dollar Retention Rate including Winbacks | 99 % | 105 % | | EoP Customer Count | 903 | 826 | | Percent of Recurring ACV | 93 % | 92 % | | Capital Expenditures as Percentage of Revenue | 13 % | 9 % | - The decrease in Net Dollar Retention Rate (both with and without winbacks) was primarily due to the timing of renewing certain government contracts in Q1 2023, compared to several government expansion contracts signed in Q1 2022[132][133] - The increase in Capital Expenditures as a Percentage of Revenue was primarily attributable to an increase in capitalized labor and material related to the build of high resolution and medium resolution satellites[136] Components of Results of Operations This section outlines the composition and expected trends for each line item in the statements of operations, with revenue primarily from data licensing, cost of revenue and operating expenses expected to increase with business growth and investments, interest income rising, and warrant liability fair value changes impacting other income/expense - Revenue is principally derived from licensing rights to imagery delivered digitally via an online platform, with immaterial amounts from professional services[137][138] - Cost of revenue is expected to increase with investments in delivery and product sets, but further economies of scale are anticipated as subscription revenue grows[139][140] - Research and development, sales and marketing, and general and administrative expenses are all expected to increase in future periods due to continued investment in technology, market expansion, and public company operations, respectively[143][145][147] - Interest income primarily consists of interest earned on cash, cash equivalents, and short-term investments, while changes in fair value of warrant liabilities are expected to incur incremental income or expense[148][149] Results of Operations (Three months ended April 30, 2023 compared to three months ended April 30, 2022) Planet Labs PBC experienced strong revenue growth of 31% in Q1 2023, driven by both existing customer expansion and new customer acquisition, and while operating expenses increased across the board due to headcount and strategic investments, the net loss decreased by 22% year-over-year, significantly aided by a substantial increase in interest income | Metric | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | :-------------------- | :------- | | Revenue | $52,703 | $40,127 | $12,576 | 31% | | Cost of revenue | $24,556 | $23,628 | $928 | 4% | | Research and development | $28,186 | $24,750 | $3,436 | 14% | | Sales and marketing | $23,125 | $18,855 | $4,270 | 23% | | General and administrative | $21,528 | $20,608 | $920 | 4% | | Interest income | $4,506 | $112 | $4,394 | 3,923% | | Net loss | $(34,444) | $(44,360) | $9,916 | -22% | - Revenue increased by $12.6 million (31%) primarily due to net expansion of existing customer contracts ($7.4 million) and an increase in new customers worldwide ($5.2 million), with EoP Customer Count growing 9%[154] - Operating expenses (R&D, Sales & Marketing, G&A) increased primarily due to higher employee-related costs from increased headcount and increased sales and marketing events, partially offset by a decline in stock-based compensation expense related to earn-out shares[158][159][160] Non-GAAP Information The company presents Non-GAAP Gross Profit and Adjusted EBITDA to supplement U.S. GAAP results, providing insights into core operating performance, with Non-GAAP Gross Profit increasing significantly and Adjusted EBITDA showing a larger loss in Q1 2023 compared to Q1 2022 | Metric | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Non-GAAP Gross Profit | $29,503 | $18,249 | | Non-GAAP Gross Margin percentage | 56 % | 45 % | | Adjusted EBITDA | $(19,088) | $(16,267) | - Non-GAAP Gross Profit excludes stock-based compensation and amortization of acquired intangible assets classified as cost of revenue[169] - Adjusted EBITDA excludes non-cash expenses (depreciation, amortization, stock-based compensation, change in fair value of warrant liabilities) and non-operating items (interest income/expense, taxes, foreign currency gains/losses)[169] Liquidity and Capital Resources Planet Labs PBC has historically relied on equity sales and borrowings for funding, and while it holds substantial cash and short-term investments, it anticipates increasing capital expenditures and working capital needs, which may necessitate additional financing in the future - The company has historically incurred net losses and negative cash flows from operations, funded primarily by equity securities sales and credit facilities[173] | Metric | April 30, 2023 (in millions) | January 31, 2023 (in millions) | | :-------------------------- | :--------------------------- | :--------------------------- | | Cash and cash equivalents | $140.8 | $181.9 | | Short-term investments | $235.4 | $226.9 | | Total Liquid Assets | $376.2 | $408.8 | - Capital expenditures and working capital requirements are expected to increase, potentially requiring additional equity or debt financing, which may not be available on favorable terms[176] Statement of Cash Flows Net cash used in operating activities significantly increased in Q1 2023 due to the net loss and changes in operating assets/liabilities, investing activities also used more cash primarily for purchases of property and equipment and available-for-sale securities, while financing activities provided less cash compared to the prior year | Activity | Three Months Ended April 30, 2023 (in thousands) | Three Months Ended April 30, 2022 (in thousands) | | :------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Net cash used in operating activities | $(30,601) | $(6,534) | | Net cash used in investing activities | $(12,581) | $(3,652) | | Net cash provided by financing activities | $1,399 | $4,552 | - Net cash used in operating activities for Q1 2023 was primarily driven by the net loss of $34.4 million, adjusted for non-cash items and changes in operating assets and liabilities, including a $7.8 million decrease in deferred revenue and a $10.7 million decrease in accounts payable[181] - Net cash used in investing activities for Q1 2023 primarily consisted of $6.3 million in property and equipment purchases and $35.2 million in available-for-sale securities purchases, partially offset by $30.0 million from maturities of available-for-sale securities[183] Critical Accounting Policies and Estimates This section refers to the company's 2023 Form 10-K for a detailed discussion of critical accounting policies and estimates, which include revenue recognition, stock-based compensation, warrant liabilities, property and equipment, business combinations, goodwill, and income taxes - Critical accounting policies and estimates include revenue recognition, stock-based compensation, public and private placement warrant liabilities, property and equipment and long-lived assets, business combinations, goodwill, and income taxes[186] - A detailed discussion of these policies is available in Part II, Item 7 of the company's 2023 Form 10-K[186] Recent Accounting Pronouncements Information regarding recently issued accounting pronouncements is provided in Note 2 of the unaudited condensed consolidated financial statements - Refer to Note 2 in the unaudited condensed consolidated financial statements for information regarding recently issued accounting pronouncements[187] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's exposure to market risks, including foreign currency exchange, interest rate, and inflation risks, has not materially changed since January 31, 2023, with further details available in the 2023 Form 10-K - The company's exposure to market risks (foreign currency exchange, interest rate, and inflation risk) has not materially changed since January 31, 2023[188] - For detailed quantitative and qualitative disclosures about these market risks, refer to Item 7A of the 2023 Form 10-K[188] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of April 30, 2023, at a reasonable assurance level, with no material changes in internal control over financial reporting identified during the quarter, though inherent limitations in any control system are acknowledged - Management, including the principal executive and financial officers, concluded that disclosure controls and procedures were effective as of April 30, 2023, at the reasonable assurance level[189] - No material changes in internal control over financial reporting were identified during the three months ended April 30, 2023[190] - Management acknowledges that control systems provide only reasonable, not absolute, assurance and can be subject to errors, fraud, or management override[191] Part II - Other Information Item 1. Legal Proceedings Planet Labs PBC is not currently a party to any material legal proceedings and is unaware of any pending or threatened claims that would have a material adverse impact on its financial statements - The company is not currently a party to any material legal proceedings[193] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the company's 2023 Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's 2023 Form 10-K[194] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds occurred, other than shares repurchased for employee tax withholding obligations related to restricted stock awards - No unregistered sales of equity securities or use of proceeds, other than shares repurchased for net settlement by employees to satisfy income tax withholding obligations from restricted stock awards vesting[195] Item 3. Defaults Upon Senior Securities This item is not applicable to Planet Labs PBC for the reporting period - Not applicable[196] Item 4. Mine Safety Disclosures This item is not applicable to Planet Labs PBC for the reporting period - Not applicable[197] Item 5. Other Information There is no other information to report under this item - None[198] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including the form of Performance-Vesting Restricted Stock Unit Agreement, certifications by the CEO and CFO, and various Inline XBRL taxonomy documents - Exhibits include the Form of Performance-Vesting Restricted Stock Unit Agreement, certifications by the Chief Executive Officer and Chief Financial Officer, and various Inline XBRL documents[199] Signatures The Quarterly Report on Form 10-Q was duly signed on June 9, 2023, by Ashley Johnson, Chief Financial and Operating Officer of Planet Labs PBC - The report was signed on June 9, 2023, by Ashley Johnson, Chief Financial and Operating Officer of Planet Labs PBC[202]