What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-03-29 compared with 2023-03-30 · 213 added, 185 removed, 355 unchanged (53% of the section changed)

7 unchanged sentences

This MD&A generally discusses fiscal year ended January 31, 2024 and fiscal year ended January 31, 2023 items and year-to-year comparisons between fiscal year ended January 31, 2024 and fiscal year ended January 31, 2023.

Discussions of fiscal year ended January 31, 2021 items and year-to-year comparisons between the fiscal year ended January 31,2022 and the fiscal year ended January 31, 2021 that are not included in this Form 10-K can be found in “Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the SEC on April 14, 2022.

Discussions of fiscal year ended January 31, 2022 items and year-to-year comparisons between the fiscal year ended January 31,2023 and the fiscal year ended January 31, 2022 that are not included in this Form 10-K can be found in “Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed with the SEC on March 30, 2023.

Business and Overview

10 unchanged sentences

As this data set continues to grow, we believe its value to our customers will further increase.

We currently serve over 880 customers across large commercial and government verticals, including agriculture, mapping, forestry, finance and insurance, as well as federal, state, and local government bodies.

Our products serve a variety of diverse customer needs.

For example, our products help farmers make decisions that result in significant increases in their harvests, while using fewer resources, by timely alerting them to changes happening within their

Governments use our data to help deliver public services more effectively in disaster response.

Mapping companies use our data to keep online maps up to date.

Also, journalists and human rights organizations use our data to uncover and report the truth about events in hard-to-reach places.

We currently serve customers across large commercial and government verticals, including agriculture, mapping, energy, forestry, finance and insurance, as well as federal, civil, state, and local governments.

Our customers in government and commercial markets, leverage our product capabilities to monitor and manage global change over broad areas to take action.

Our proprietary data set and analytics are delivered pursuant to subscription and usage-based data licensing agreements and are accessed by our customers through our online platform and subscription APIs.

We believe our efficient cost structure, one-to-many business model and differentiated data set have enabled us to grow our customer base across multiple vertical markets.

As of January 31, 2023, our EoP Customer Count was 882 customers, which represented a 15% year-over-year growth when compared to January 31, 2022.

Our EoP Customer Count has grown quarter-over-quarter for every quarter in the prior three years.

For a definition of EoP Customer Count see the section titled “Key Operational and Business Metrics.” Over 95% of our customers sign annual or multiyear contracts, with an average contract length of approximately two years, weighted on an annual contract value basis.

As of January 31, 2024, our End of Period (“EoP”) Customer Count was 1,018 customers, which represented a 15% year-over-year growth when compared to January 31, 2023.

For a definition of EoP Customer Count, see the section titled “Key Operational and Business Metrics.” Over 90% of our ACV Book of Business (as defined below) consists of annual or multi-year contracts.

Our average contract length continues to be approximately two years, weighted on an annual contract value basis.

The Business Combination

6 unchanged sentences

Our results of operations and statements of financial position may not be comparable between periods as a result of the Business Combination.

Impact of COVID-19

The COVID-19 pandemic has generally disrupted the operations of our vendors, customers, and prospective customers, and may continue to disrupt their operations, including as a result of travel restrictions and/or business shutdowns, uncertainty in the financial markets, or other harm to their business and financial results.

This disruption could result in a reduction to information technology budgets, delayed purchasing decisions, longer sales cycles, extended payment terms, the timing of payments, and postponed or canceled projects, all of which could negatively impact our business and operating results, including sales and cash flows.

The ultimate impact of COVID-19, or other national or global health concerns, on our financial and operating results is unknown and will depend on the length of time that the disruptions to our vendors, customers and prospective customers exist.

The full extent of the impact of COVID-19 is unknown but we do not expect the COVID-19 pandemic to have a material impact on our business going forward.

Our Business Model

2 unchanged sentences

Payment terms of our customer agreements are most commonly in advance on an either quarterly or annual basis, although a small number of large contracts have required payment terms that are monthly or quarterly in arrears.

We also generate an immaterial amount of revenue from sales of third-party imagery, professional services, and customer support.

Additionally, we also generate a small amount of revenue from sales of third-party imagery, professional services, and customer support.

We employ a “land-and-expand” go-to-market strategy with the goal to deliver increasing value to our customers and generate more revenue with each customer over time by expanding the scope of the services we offer.

We work closely with our customers and partners to enable their early success, both from an account management and

technical management perspective.

We work closely with our customers and partners to enable their early success, both from an account management and technical management perspective.

Deeper adoption from our customers comes in many forms, including more users, more area coverage, and more advanced software analytics capabilities.

Two key elements of our growth strategy include scaling in existing verticals and expanding into new verticals.

Key elements of our growth strategy include:

Scaling in Existing Verticals :

We plan to invest in sales, marketing and software solutions to drive our expansion within our existing customer base and further penetrate verticals that are early adopters of geospatial data, such as Civil Government, Agriculture, Defense & Intelligence, and Mapping.

In addition, we plan to invest in expanding the analytic tools we make available to these customers with the goal of increasing the services we provide to these customers and more deeply embed our data and analytics into their business intelligence systems.

Expansion into New Verticals :

We plan to invest in our software engineering teams to develop solutions to address use cases in emerging markets in our industry such as Energy & Infrastructure, Finance & Insurance, Forestry and ESG-related Industrial / Consumer Packaged Goods.

In addition, to expand our reach within vertical markets, we intend to leverage our open data platform with specific vertical partners to deliver vertical market-specific solutions.

We believe our increased investment in developing software analytics solutions has the potential to accelerate the usage of our data and analytics across broader audiences.

We plan to invest in sales, marketing, and software solutions to expand within our existing customer base and further penetrate vertical markets in which end users are early adopters of geospatial data, such as civil government, agriculture, and defense and intelligence.

Expansion into New Verticals and Applications :

We plan to invest in our offerings to make our data more actionable and accessible to a larger group of customers and users, including non-geospatial experts such as data and business analysts in government and commercial organizations.

We believe this will help us address use cases in key emerging markets such as energy, infrastructure, finance, insurance, and consumer packaged goods.

We also intend to partner with companies building vertical market solutions, such as independent software vendors, as well as business intelligence and analytics providers.

While we have customers and partners today in many of these verticals, we believe enhancing our data to meet their needs has the potential to accelerate the proliferation of our data and analytics usage across more end users.

Additionally, we currently have multiple partners with solutions that rapidly generate insights for customers using our proprietary data and AI technology.

Their capabilities include training models on our proprietary data to find any object of interest to a user over broad areas of land or sea.

We believe recent and ongoing advancements in AI will support making our datasets more accessible to customers and users across new and existing verticals by speeding customer time to value through these capabilities.

Continued Investment in Data Products:

We plan to scale and expand our existing products, as well as add new solutions, by building on our machine learning and computer vision capabilities with remote sensing techniques to fuse multiple data sources.

products allow our customers to consume simple, actionable time-series data within their existing workflows.

We intend to create many of these key data sets internally, as well as in collaboration with our partners who have deep vertical expertise.

Establish Platform Ecosystem:

We plan to further develop our ecosystem of users and partners to build solutions leveraging our data and platform and to build software tools and APIs that make it even easier to do so.

By developing a robust applications ecosystem, we believe we can create a network effect, potentially accelerating our growth and deepening our market penetration.

Factors Affecting the Results of Operations

We believe that our financial condition and result of operations have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Form 10-K titled “ Risk Factors .”

Recent Developments

Sinergise Acquisition

On March 26, 2023, the Company entered into an asset purchase agreement with Holding Sinergise d.o.o., a company existing under the laws of Slovenia (“Sinergise”), and its subsidiaries and certain shareholders of Sinergise, to acquire the cloud-based geo-spatial analysis products, platforms and solutions business from Sinergise.

On August 4, 2023, we completed the acquisition.

The acquisition date fair value of the consideration transferred was approximately $40.0 million, consisting of $7.5 million in cash, $21.6 million in the issuance of our Class A common stock and $10.8 million relating to liabilities for cash consideration placed into escrow.

The acquisition has been accounted for as a business combination and is expected to expand our data analysis platform and allow customers to extract insights from earth observation data more easily.

Refer to Note 6 “Acquisitions” for further information regarding this transaction.

Headcount Reduction

In August 2023, we announced a plan to reduce our global headcount by approximately 10% of our total number of employees prior to the reduction (the “headcount reduction”).

This action was taken to increase our focus on high priority growth opportunities and operational efficiency.

As a result of the headcount reduction, in the fiscal year ending 2024, we recognized $7.4 million of costs for one-time employee termination benefits consisting of severance and other employee costs.

We also recognized a $1.5 million stock-based compensation benefit primarily related to the reversal of previously recognized stock-based compensation expenses for unvested stock awards.

Refer to Note 8 “Restructuring” for further information regarding headcount reduction.

Continuing to Acquire New Customers

1 unchanged sentence

We believe our ability to attract customers will be driven by our ability to continue to improve our data and offer software and analytic solutions that make our data easier to consume and integrate into our customers’ workflows, our success in offering new data sets and products to solve customer problems, increases in our global sales presence and increases in our marketing investments.

We plan to invest in making our data more digestible and accessible to non-technical business users and build solutions to address more use cases and expand our addressable market.

As part of this strategy, we have recently made Planet’s data available for purchase directly through our Sentinel Hub self-service platform, which facilitates rapid user adoption, particularly by empowering users to access our solutions without formal sales interaction.

We believe this serves as a natural entry point for some of our smaller accounts, enabling them to realize the value of Planet’s offerings, leading to broader awareness of our solutions throughout their networks and organizations.

In addition, we plan to continue investing in making our data more digestible and accessible to non-technical business users and to build solutions to address more use cases and expand our addressable market.

As a result of this strategy, we anticipate our research and development expenditures will increase in the near term.

In addition, to expand our reach with customers, we intend to partner with independent software vendors and solution providers who are building vertical market-specific solutions.

While we have customers and partners today in many markets, we believe that our increased investment in developing software analytics solutions has the potential to accelerate the usage of our data and analytics across broader audiences.

We will also aim to expand our reach with customers by partnering with independent software vendors and solution providers who are building vertical market-specific solutions.

While we have customers and partners today in many markets, we believe that our increased investment in developing software analytics solutions has the potential to accelerate

the usage of our data and analytics across broader audiences.

Additionally, the timing of securing new customer contracts, including when it occurs during the year and the length of the sales cycle, as well as the size of the contracts, can impact our operating performance.

Retention and Expansion of Existing Customers

We are focused on increasing customer retention and expanding revenue with existing customers because this will affect our financial results, including revenues, gross profit, operating loss, and operating cash flows.

To increase customer retention and expansion of revenue from existing customers, we are making a number of investments in our operations.

Areas of investment that affect customer retention and expansion include our customer success function, continuous improvements to our existing data, and the software tools and analytic tools that make our data easier to consume.

Additionally, customer retention and expansion is driven by the speed with which our customers realize the value of our data once they become customers, our ability to cross-sell our different products to our existing customers and our ability to offer new products to our customers.

As a result of the foregoing, we anticipate our cost of revenue, operating expenses, and capital expenditures will continue to increase and consequently, we are likely to experience losses in the near term, delaying our ability to achieve profitability and adversely affecting cash flows.

Customer retention and expansion is driven by the speed with which our customers realize the value of our data once they become customers, our ability to cross-sell our different products to our existing customers and our ability to offer new products to our customers.

Therefore, to increase customer retention and sales to existing customers, we have invested in our customer success function, continuous improvements to our existing data, and the software tools and analytic tools that make our data easier to consume.

As a result of such investments, we anticipate our cost of revenue, operating expenses, and capital expenditures will increase as we continue to prioritize customer retention and expansion and consequently, we are likely to experience losses in the near term, delaying our ability to achieve profitability and adversely affecting cash flows.

Developing New Sensors and Data Sets

We expect that our ability to provide new data sets through new sensors and new proprietary data will be an important factor for our long-term growth and future market penetration.

We believe offering new data sets and fusing new data sets with our existing data sets will enable us to deliver greater value to our existing customers and

help us attract new customers.

This may require significant investment in technology and personnel and result in increased research and development costs as well as costs of revenue.

We plan to make strategic investments in building new sensors to capture additional data sets from space.

As we grow our customer base and the use cases we can address, we believe we can better understand what additional data sets our customers are eager to access and therefore which sensors might enable us to capture additional data that is valuable to such customers.

By leveraging our agile aerospace approach to space systems, we believe we are well-positioned to introduce new Earth observation sensors into orbit to capture new types of data with greater capital efficiency and speed than other satellite data providers.

Having these capabilities can deepen our value proposition to customers and help us both acquire new customers and expand our offering to existing customers.

Investment Decisions

10 unchanged sentences

ACV and EoP ACV Book of Business

In connection with the calculation of several of the key operational and business metrics we utilize, we calculate Annual Contract Value (“ACV”) for contracts of one year or greater as the total amount of value that a customer has contracted to pay for the most recent 12 month period for the contract.

For short-term contracts (contracts less than 12 months), ACV is equal to total contract value.

We also calculate EoP ACV Book of Business in connection with the calculation of several of the key operational and business metrics we utilize.

We define EoP ACV Book of Business as the sum of the ACV of all contracts that are active on the last day of the period pursuant to the effective dates and end dates of such contracts.

We define EoP ACV Book of Business as the sum of the ACV of all contracts that are active on the last day of the period pursuant to the effective dates and end dates of such contracts, excluding customers that are exclusively Sentinel Hub self-service paying users.

Active contracts exclude any contract that has been canceled, expired prior to the last day of the period without renewing, or for any other reason is not expected to generate revenue in the subsequent period.

10 unchanged sentences

Management applies judgment in determining the value of active contracts in a given period, as set forth in the definition of ACV above.

Net Dollar Retention Rate increased to 131% for the fiscal year ended January 31, 2023 as compared to 108% for the fiscal year ended January 31, 2022, primarily due to improved renewal and expansion value of large government contracts and the overall retention rate improvement across our customer base due to tiered customer success programs and targeted use case selling approach in the fiscal year ended January 31, 2023.

Net Dollar Retention Rate decreased to 101% for the fiscal year ended January 31, 2024 as compared to 131% for the fiscal year ended January 31, 2023, primarily due to large government contract expansions in the prior fiscal year ended January 31, 2023 and the impact from delays in renewals and expansions of some government contracts and contractions of certain contracts with customers in the commercial vertical in the fiscal year ended January 31, 2024.

Net Dollar Retention Rate including Winbacks

1 unchanged sentence

Net Dollar Retention Rate including Winbacks

We report on two metrics for net dollar retention—net retention excluding winbacks and including winbacks.

A winback is a previously existing customer who was inactive at the start of the current fiscal year, but has reactivated during the current fiscal year.

We assess two metrics for net dollar retention—Net Dollar Retention Rate, as described above, and Net Dollar Retention Rate including winbacks.

A winback is a previously existing customer that was inactive at the start of the measurement period but has reactivated during the measurement period.

The reactivation period must be within 24 months from the last active contract with the customer;

3 unchanged sentences

Management uses this metric to understand the adoption of our products and long-term customer retention, as well as the success of marketing campaigns and sales initiatives in re-engaging inactive customers.

Beyond the judgments underlying managements’ calculation of Net Dollar Retention set forth above, there are no additional assumptions or estimates made in connection with Net Dollar Retention Rate including winbacks.

Net Dollar Retention Rate including winbacks increased to 134% for the fiscal year ended January 31, 2023 as compared to 116% for the fiscal year ended January 31, 2022, primarily due to improved renewal and expansion value of large government contracts and the overall retention rate improvement across our customer base due to tiered customer success programs and targeted use case selling approach in the fiscal year ended January 31, 2023.

Beyond the judgments underlying managements’ calculation of Net Dollar Retention Rate set forth above, there are no additional assumptions or estimates made in connection with Net Dollar Retention Rate including winbacks.

Net Dollar Retention Rate including winbacks decreased to 103% for the fiscal year ended January 31, 2024 as compared to 134% for the fiscal year ended January 31, 2023, primarily due to large government contract expansions in the fiscal year ended January 31, 2023

and the impact from delays in renewals and expansions of some government contracts and contractions of certain commercial contracts with customers in the commercial vertical in the fiscal year ended January 31, 2024.

EoP Customer Count

1 unchanged sentence

EoP Customer Count 1,018 882

We define EoP Customer Count as the total count of all existing customers at the end of the period.

We define existing customers as customers with an active contract with us at the end of the reported period.

We define EoP Customer Count as the total count of all existing customers at the end of the period excluding customers that are exclusively Sentinel Hub self-service paying users.

For EoP Customer Count, we define existing customers as customers with an active contract with us at the end of the reported period.

For the purpose of this metric, we define a customer as a distinct entity that uses our data or services.

1 unchanged sentence

If a partner does not provide the end customer’s name, then the partner is reported as the customer.

Each customer, regardless of the number of active opportunities with us, is

counted only once.

Each customer, regardless of the number of active opportunities with us, is counted only once.

For example, if a customer utilizes multiple products of Planet, we only count that customer once for purposes of EoP Customer Count.

A customer with multiple divisions, segments, or subsidiaries are also counted as a single unique customer based on the parent organization or parent account.

For EoP Customer Count, we do not include users that only utilize our self-service Sentinel Hub web based ordering system, which we acquired in August 2023, and which offers standard starter packages on a monthly or annual basis.

We believe excluding these users from EoP Customer Count creates a more useful metric, as we view the Sentinel Hub starter packages as entry points for smaller accounts, leading to broader awareness of our solutions throughout their networks and organizations.

We believe EoP Customer Count is a useful metric for investors and management to track as it is an important indicator of the broader adoption of our platform and is a measure of our success in growing our market presence and penetration.

4 unchanged sentences

Year Ended January 31,

% Recurring 94 % 92 %

Percent of Recurring ACV

Percent of Recurring ACV is the portion of the total EoP ACV Book of Business that is recurring in nature.

We define Percent of Recurring ACV as the dollar value of all data subscription contracts and the committed portion of usage-based contracts divided by the total dollar value of all contracts in our ACV Book of Business at a specific point in time.

We define ACV Book of Business as the sum of the ACV of all contracts that are active on the last day of the period pursuant to the effective dates and end dates of such contracts, excluding customers that are exclusively Sentinel Hub self-service paying users.

We define Percent of Recurring ACV as the dollar value of all data subscription contracts and the committed portion of usage-based contracts (excluding customers that are exclusively Sentinel Hub self-service paying users) divided by the total dollar value of all contracts in our ACV Book of Business at a specific point in time.

We believe Percent of Recurring ACV is useful to investors to better understand how much of our revenue is from customers that have the potential to renew their contracts over multiple years rather than being one-time in nature.

1 unchanged sentence

There are no significant estimates underlying management’s calculation of Percent of Recurring ACV, but management applies judgment as to which customers have an active contract at a period end for the purpose of determining ACV Book of Business, which is used as part of the calculation of Percent of Recurring ACV.

Percent of Recurring ACV increased to 94% for the fiscal year ended January 31, 2023, as compared to 92% for the fiscal year ended January 31, 2022.

The increase in Percent of Recurring ACV is largely attributable to large, multi-year contracts signed in fiscal year ended January 31, 2023.

Percent of Recurring ACV decreased to 93% for the fiscal year ended January 31, 2024, as compared to 94% for the fiscal year ended January 31, 2023.

Capital Expenditures as a Percentage of Revenue

8 unchanged sentences

We believe Capital Expenditures as a Percentage of Revenue is a useful metric for investors because it provides visibility to the level of capital expenditures required to operate our business and our relative capital efficiency.

Capital Expenditures as a Percentage of Revenue decreased to 7% for the fiscal year ended January 31, 2023, as compared to 11% for the fiscal year ended January 31, 2022.

The decrease in Capital Expenditures as a Percentage of Revenue was primarily attributable to the increase in revenue during the fiscal year ended January 31, 2023.

Capital Expenditures as a Percentage of Revenue increased to 19% for the fiscal year ended January 31, 2024, as compared to 7% for the fiscal year ended January 31, 2023.

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 our next generation high resolution Pelican satellites and medium resolution satellites.

Components of Results of Operations

1 unchanged sentence

Imagery licensing agreements vary by contract, but generally 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 our imagery or derived imagery data that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content licenses.

We also provide an immaterial amount of 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 our imagery, data and technology.

The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to our imagery or derived imagery data, delivered by Planet or through partners, which may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content licenses.

We also provide a small amount of 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 our imagery, data and technology.

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 and analytics contracts.

1 unchanged sentence

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, amortization of acquired intangibles and the amortization of capitalized internal-use software related to creating imagery provided to customers.

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, amortization of acquired intangibles and amortization of capitalized internal-use software related to creating imagery provided to customers.

Employee-related costs include salaries, benefits, bonuses and stock-based compensation.

To a lesser extent, cost of revenue includes costs from professional services, including costs paid to subcontractors and certain third-party fees.

We expect cost of revenue to continue to increase as we invest in our delivery organization and future product sets that will likely require higher compute capacity.

As we continue to grow our subscription revenue contracts and increase the revenue associated with our analytic capabilities, we anticipate further economies of scale on our satellites and other infrastructure costs as we incur lower marginal cost with each new customer we add to our platform.

To a lesser extent, cost of revenue includes costs from professional services, including costs paid to subcontractors, solution partners and certain third-party fees.

We expect cost of revenue to continue to increase as we invest in our delivery organization, incorporate third-party products into our solutions and introduce future product sets that may require higher compute capacity.

As we continue to grow our subscription revenue contracts and increase the revenue associated with our analytic

capabilities, we anticipate further economies of scale on our satellites and other infrastructure costs as we incur lower marginal cost with each new customer we add to our platform.

Research and Development

Research and development expenditures primarily include personnel related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses.

Research and development expenses 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 iterations.

Fees for our performance of research and development services under certain arrangements are recognized as a reduction of research and development expenses based on a cost incurred method.

Funding for our performance of research and development services under certain arrangements are recognized as a reduction of research and development expenses based on a cost incurred method.

We continue to iterate on the design of our satellites and the capabilities of our automated operations to optimize for efficiency and technical capability of each satellite.

3 unchanged sentences

Sales and Marketing

Sales and marketing expenditures primarily include costs incurred to market and distribute our products.

Sales and marketing expenses primarily include costs incurred to market and distribute our products.

Such costs include expenses related to advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for our sales and marketing personnel and sales office expenses.

Sales and marketing expenses also include fees for professional and consulting services principally consisting of public relations and independent contractor expenses.

Sales and marketing costs are expensed as incurred.

We intend to continue to invest in our selling and marketing capabilities in the future and expect this expense to increase in future periods as we look to upsell new product features and expand into new market verticals.

and marketing expenses as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of our investments.

We intend to continue to invest in our selling and marketing capabilities in the future and may increase this expense in future periods as we look to upsell new product features and expand into new market verticals.

Selling and marketing expenses as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of our investments.

General and Administrative

1 unchanged sentence

General and administrative expenses also include fees for professional services principally consisting of legal, audit, tax, and insurance, as well as executive management expenses.

General and administrative expenses are expensed as incurred.

General and administrative costs are expensed as incurred.

We expect to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance and reporting obligations of public companies, and increased costs for insurance, investor relations, and professional services.

As a result, we expect that our general and administrative expenses will increase in future periods and vary from period to period as a percentage of revenue, but we expect to realize operating scale with respect to these expenses over time as we grow our revenue.

Debt Extinguishment gain (loss)

Debt extinguishment gain (loss) reflects the gains or losses associated with the extinguishment of debt or incurred in connection with our early repayment of debt.

As the company grows, we expect that our general and administrative expenses will increase in future periods and vary from period to period as a percentage of revenue, but we expect to realize operating scale with respect to these expenses over time as we grow our revenue.

Interest Income

3 unchanged sentences

government agency debt securities.

Interest Expense

Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt issuance costs for our loans.

Prior to the Business Combination, our debt included loans with Venture Lending & Leasing, Inc.

(“Venture”), an affiliate of Western Technology Investment and our Credit Agreement with Silicon Valley Bank (“SVB”) and Hercules Capital, Inc.

(“Hercules”).

We repaid our debt with SVB and Hercules of $67.1 million, including the outstanding principal, accrued interest and repayment fees, upon completion of the Business Combination and we had no debt outstanding as of January 31, 2023 or 2022.

Change in fair value of convertible notes and warrant liabilities

Change in fair value of liabilities includes the change in fair value of warrant liabilities and the change in fair value of our convertible notes, which converted into Class A common stock in connection with the Business Combination.

Change in Fair Value of Warrant Liabilities

The change in fair value of warrant liabilities consists of the change in fair value of the public and private placement warrant liabilities.

We expect to incur other incremental income or expense for fair value adjustments resulting from warrant liabilities that remain outstanding.

1 unchanged sentence

Other income (expenses), net, primarily consists of net gains or losses on foreign currency.

Other income (expenses), net for the fiscal year ended January 31, 2022 includes transaction costs associated with the public and private placement warrants assumed in connection with the Business Combination.

Provision for Income Taxes

17 unchanged sentences

Loss from operations (169,748) (175,675) 5,927 (3) %

Debt extinguishment gain (loss) — (1,690) 1,690 (100) %

Interest income 15,414 7,672 7,742 101 %

Interest expense — (8,772) 8,772 (100) %

Change in fair value of convertible notes and warrant liabilities 6,554 5,726 828 14 %

Change in fair value of warrant liabilities 13,709 6,554 7,155 109 %

Other income (expense), net 931 330 601 182 %

4 unchanged sentences

Revenue increased $29.4 million, or 15%, to $220.7 million for the fiscal year ended January 31, 2024, from $191.3 million for the fiscal year ended January 31, 2023.

The increase was primarily due to net expansion of existing customer contracts of $47.2 million and an increase from new customers worldwide of $12.8 million.

The increase was primarily due to a $17.6 million increase from total customer growth worldwide, including new customers acquired from the Sinergise acquisition, and net expansion of existing customer contracts of $11.8 million.

EoP Customer Count increased approximately 15% to 1,018 as of January 31, 2024, from 882 as of January 31, 2023.

The increase in total customers and the associated revenue from those customers was largely due to increased demand for our products.

The increase in revenue was also attributable to increased usage from our existing customers in the current period.

The increase in revenue was primarily driven by growth in the Civil Government and Defense and Intelligence customers.

Cost of Revenue

Cost of revenue increased $10.5 million, or 11%, to $107.7 million for the fiscal year ended January 31, 2024, from $97.2 million for the fiscal year ended January 31, 2023.

The increase was primarily due to a $8.6 million increase in employee related costs, due to increased headcount and a $2.9 million increase in stock-based compensation.

The increase in stock-based compensation was primarily due to earn-out shares for which the recognition of expense commenced upon the closing of the Business Combination on December 7, 2021 and increased headcount.

The increase was also partially due to a $4.5 million increase in hosting costs associated with an increase in archive data and growth in our customer base and a $0.7 million increase in travel expense.

The increase was primarily due to a $5.0 million increase in hosting costs associated with an increase in archive data and growth in our customer base and a $2.1 million increase in employee-related costs.

The increase in employee-related costs was primarily due to increased headcount and partially due to a $0.6 million severance and termination benefits charge associated with the headcount

The increase was also partially due to a $2.4 million increase in depreciation expense.

The increase in depreciation expense was primarily due to a $7.0 million increase resulting from changes in estimated useful lives of certain high resolution satellites during the fiscal year ended January 31, 2024 (as further discussed below), which was partially offset by a $4.1 million decrease resulting from a high resolution satellite that became fully depreciated during the fiscal year ended January 31, 2023 and a $0.5 million decrease resulting from a high resolution satellite that moved to experimental status during the fiscal year ended January 31, 2023, which resulted in depreciation expense for the satellite to be classified prospectively as research and development expense.

The increase was also partially due to a $1.0 million increase in subcontractor costs and a $0.5 million increase in software and maintenance costs.

These increases were partially offset by a $1.4 million decrease in stock based compensation expense, which was primarily due to a decline in expense related to earn-out shares.

During the fiscal year ended January 31, 2024, additional information specific to certain high resolution satellites became available indicating that the useful lives of these satellites will be less than originally estimated.

The changes in estimated useful lives for these satellites were accounted for prospectively, resulting in an increase of depreciation expense of $7.0 million and an increase in basic and diluted net loss per share attributable to common stockholders of approximately $0.02 for the fiscal year ended January 31, 2024.

Research and Development

Research and development expenses increased $5.4 million, or 5%, to $116.3 million for the fiscal year ended January 31, 2024, from $110.9 million for the fiscal year ended January 31, 2023.

The increase was primarily due to a $39.3 million increase in employee related costs, due to increased headcount and a $16.6 million increase in stock-based compensation.

The increase in stock-based compensation was primarily due to earn-out shares for which the recognition of expense commenced upon the closing of the Business Combination on December 7, 2021 and

increased headcount.

The increase was also partially due to a $1.4 million increase in software and maintenance expenses and a $1.6 million increase in travel expenses.

The increase was primarily due to an increase of $20.5 million in employee-related costs, which was primarily due to increased headcount and partially due to a $3.3 million severance and termination benefits charge associated with the headcount reduction.

The increase was also partially due to a $1.9 million non-recurring expense related to transaction bonuses paid to Sinergise employees, which was allocated from the purchase consideration we paid in connection with the Sinergise acquisition.

The increase was also partially due to a $1.9 million increase in depreciation expense associated with satellites classified as experimental, an increase in contractor costs of $0.7 million to support various research and development initiatives, and a $0.6 million increase in software and maintenance costs.

These increases were partially offset by a $9.5 million increase in funding recognized for our research and development arrangements, a $8.3 million decrease in stock based compensation expense, which was primarily due to a decline in expense related to earn-out shares, and a $4.6 million decrease in spacecraft hardware costs for research and development activities.

In July 2023, projected costs related to certain of our research and development arrangements were revised down as a result of operational decisions.

This change in estimate resulted in a $2.2 million cumulative increase of funding recognized for certain of our research and development arrangements for the fiscal year ended January 31, 2024.

Sales and Marketing

Sales and marketing expenses increased $8.3 million, or 11%, to $86.3 million, for the fiscal year ended January 31, 2024, from $78.0 million for the fiscal year ended January 31, 2023.

The increase was primarily due to a $18.5 million increase in employee related costs, due to increased headcount, a $1.3 million increase in commission expense and a $5.9 million increase in stock-based compensation.

The increase was also partially due to an increase of $3.7 million for travel and entertainment expenses, an increase of $0.7 million for professional and consulting services, and an increase of $0.7 million for software and maintenance expenses.

The increase was primarily due to an increase of $7.7 million in employee-related costs, which was primarily due to increased headcount and partially due to a $1.9 million severance and termination benefits charge associated with the headcount reduction.

The increase was also partially due to a $3.7 million increase in marketing expenses driven by increased events and a $2.5 million increase in sales commissions expense.

These increases were partially offset by a $3.5 million decrease in stock based compensation expense, which was primarily due to a decline in expense related to earnout shares, and a $2.5 million decrease in professional and consulting expenses.

General and Administrative

General and administrative expenses increased $24.1 million, or 42%, to $80.7 million for the fiscal year ended January 31, 2023, from $56.7 million for the fiscal year ended January 31, 2022.

The increase was primarily due to a $16.4 million increase in employee related costs, due to increased headcount and a $8.3 million increase in stock-based compensation.

The increase was also partially due to an increase of $3.2 million in directors’ and officers’ and other corporate insurance, an increase of finance and accounting costs of $2.5 million, primarily due to accounting and consultant fees, and an increase of $1.8 million in rent and occupancy costs.

Debt Extinguishment Gain (Loss)

Debt extinguishment loss for the fiscal year ended January 31, 2022 reflects the loss realized upon the repayment of all amounts owed under the credit agreement with SVB and Hercules in connection with the Business Combination.

General and administrative expenses decreased $0.7 million, or 1%, to $80.1 million for the fiscal year ended January 31, 2024, from $80.7 million for the fiscal year ended January 31, 2023.

The decrease was primarily due to a $5.2 million decrease in stock based compensation expense, which was primarily due to a decline in expense related to earn-out shares.

The decrease was also partially due to a $2.0 million decrease in directors’ and officers’ insurance costs and a $1.0 million decrease in depreciation and amortization, primarily related to our office facilities.

These decreases were partially offset by a $5.0 million increase in employee-related costs, primarily as a result of increased headcount and partially due to a $1.6 million severance and termination benefits charge associated with the headcount reduction.

The decreases were also partially offset due to a $1.1 million increase in software costs and a $1.0 million increase in rent costs related to new facility leases.

Interest Income

Interest income was $7.7 million for the fiscal year ended January 31, 2023 as compared to an immaterial amount for the fiscal year ended January 31, 2022.

Interest income increased $7.7 million, to $15.4 million for the fiscal year ended January 31, 2024, from $7.7 million for the fiscal year ended January 31, 2023.

The increase was primarily due to our short-term investment balances and an increase in interest rates.

Interest Expense

No interest expense was recognized for the fiscal year ended January 31, 2023 because we had no debt outstanding during the period.

Interest expense for the fiscal year ended January 31, 2022, was related to our credit agreement with SVB and Hercules which we repaid upon completion of the Business Combination.

Change in fair value of convertible notes and warrant liabilities

The change in fair value of convertible notes and warrant liab ilities increased $0.8 million to a gain of $6.6 million for the fiscal year ended January 31, 2023, from a gain of $5.7 million for th e fiscal year ended January 31, 2022.

The change in fair value of convertible notes and warrant liabilities during the fiscal year ended January 31, 2023 reflects a gain of $6.6 million due to the revaluation of the liability classified public and private placement warrants that were assumed in connection with the Business Combination.

The change in fair value of convertible notes and warrant liabilities during the fiscal year ended January 31, 2022 includes a loss of $13.1 million due to the revaluation of the 2020 convertible promissory notes and our Venture Tranche B convertible note upon conversion to Class A common stock in connection with the Business Combination transactions, a loss of $12.1 million due to revaluations of liability classified Series B and Series D preferred stock warrants that converted to Class A common stock warrants in connection with the Business Combination, offset by a gain of $31.0 million due to the revaluation of the public and private placement warrants assumed in connection with the Business Combination.

Change in Fair Value of Warrant Liabilities

The change in fair value of warrant liab ilities for the fiscal years ended January 31, 2024 and January 31, 2023 represents the change in fair value of the public and private placement warrants, which primarily fluctuates based on the change in trading price of our Class A common stock.

Other Income (Expense), net

Other income of $0.3 million for the fiscal year ended January 31, 2023 primarily reflects realized and unrealized foreign currency exchange gains and losses.

Other expense of $2.2 million for the fiscal year ended January 31, 2022 primarily reflects $2.2 million of transaction costs associated with the public and private placement warrants assumed in connection with the Business Combination.

Other income (expense), net of $0.9 million for the fiscal year ended January 31, 2024 primarily reflects the recognition of an insurance claim recovery of $0.8 million associated with a high resolution satellite.

Other income (expense), net of $0.3 million for the fiscal year ended January 31, 2023 primarily reflects realized and unrealized foreign currency exchange gains and losses.

Provision for Income Taxes

Provision for income taxes decreased $1.3 million or (60)% to $0.8 million for the fiscal year ended January 31, 2023, from $2.1 million for the fiscal year ended January 31, 2022.

For the fiscal year ended January 31, 2023, the income tax expense was primarily driven by the current tax on foreign earnings and foreign withholding taxes, partially offset by the recognition of an acquisition related deferred tax benefit.

For the fiscal year ended January 31, 2022, the income tax expense was primarily driven by the current tax on foreign earnings.

The effective tax rate for the fiscal years ended January 31, 2023 and January 31, 2022 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of our U.S.

Provision for income taxes was $0.8 million for both of the fiscal years ended January 31, 2024 and 2023.

For the fiscal years ended January 31, 2024 and 2023, the income tax expense was primarily driven by the current tax on foreign earnings.

The effective tax rate for the fiscal years ended January 31, 2024 and 2023 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of our U.S.

and foreign deferred tax assets and foreign rate differences.

Non-GAAP Information

This Form 10-K includes Non-GAAP Gross Profit and Adjusted EBITDA, which are non-GAAP performance measures that we use to supplement our results presented in accordance with U.S.

We believe Non-GAAP Gross Profit and Adjusted EBITDA are useful in evaluating our operating performance, as they are similar to measures reported by our public competitors and are regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects.

As mentioned above, Non-GAAP Gross Profit and Adjusted EBITDA are non-GAAP measures, and are additions, and not substitutes for or superior to, measures of financial performance prepared in accordance with U.S.

GAAP and should not be considered as an alternative to gross profit, net income, operating income or any other performance measures derived in accordance with U.S.

GAAP or as an alternative to cash flows from operating activities as a measure of liquidity.

Further, Non-GAAP Gross Profit and Adjusted EBITDA are not based on any standardized methodology prescribed by U.S.

GAAP and are not necessarily comparable to similarly-titled measures presented by other companies.

We present Adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and facilitates comparisons on a consistent basis across reporting periods.

Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.

This Form 10-K includes Non-GAAP Gross Profit, Non-GAAP Gross Margin, Adjusted EBITDA and Backlog, which are non-GAAP measures that we use to supplement our results presented in accordance with U.S.

We include these non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments.

Non-GAAP Gross Profit excludes stock-based compensation expenses that are classified as cost of revenue from gross profit, which is required in accordance with U.S.

Non-GAAP Gross Profit also excludes amortization of acquired intangible assets related to business combinations, which is a non-cash expense required in accordance with U.S.

Adjusted EBITDA excludes certain expenses from net income (loss) that are required in accordance with U.S.

We exclude in this calculation certain non-cash expenses, such as depreciation and amortization, stock-based compensation and change in fair value of convertible notes and warrant liabilities, and expenses that are considered unrelated to our underlying business performance, such as interest income, interest expense, and taxes.

Non-GAAP Gross Profit

We define and calculate Non-GAAP Gross Profit as gross profit adjusted for stock-based compensation and amortization of acquired intangible assets classified as cost of revenue, and Non-GAAP Gross Margin percentage as the percentage of Non-GAAP Gross Profit to revenue as outlined in the reconciliation below.

The table below reconciles our Gross Profit (the most directly comparable U.S.

GAAP measure) to Non-GAAP Gross Profit, for the periods indicated:

We define and calculate Non-GAAP Gross Profit as gross profit adjusted for stock-based compensation, amortization of acquired intangible assets classified as cost of revenue, restructuring costs, and employee transaction bonuses in connection with the Sinergise business combination.

We define Non-GAAP Gross Margin as Non-GAAP Gross Profit divided by revenue.

We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax expense and depreciation and amortization, and further adjusted for the following items:

stock-based compensation, change in fair value of warrant liabilities, non-operating income and expenses such as foreign currency exchange gain or loss, restructuring costs, and employee transaction bonuses in connection with the Sinergise business combination.

We present Non-GAAP Gross Profit, Non-GAAP Gross Margin and Adjusted EBITDA because we believe these measures are frequently used by analysts, investors and other interested parties to evaluate companies in our industry and facilitates comparisons on a consistent basis across reporting periods.

Further, we believe these measures are helpful in highlighting trends in our operating results because they exclude items that are not indicative of our core operating performance.

We define and calculate Backlog as remaining performance obligations plus the cancellable portion of the contract value for contracts that provide the customer with a right to terminate for convenience without incurring a substantive termination penalty and written orders where funding has not been appropriated.

Backlog does not include unexercised contract options.

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.

Remaining performance obligations do not include contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty, written orders where funding has not been appropriated and unexercised contract options.

An increasing and meaningful portion of our revenue is generated from contracts with the U.S.

government and other government customers.

Cancellation provisions, such as termination for convenience clauses, are common in contracts with the U.S.

government and certain other government customers.

We present Backlog because the portion of our customer contracts with such cancellation provisions represents a meaningful amount of our expected future revenues.

Management uses backlog to more effectively forecast our future business and results, which supports decisions around capital allocation.

It also helps us identify future growth or operating trends that may not otherwise be apparent.

We also believe Backlog is useful for investors in forecasting our future results and understanding the growth of our business.

Customer cancellation provisions relating to termination for convenience clauses and funding appropriation requirements are outside of our control, and as a result, we may fail to realize the full value of such contracts.

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S.

The non-GAAP financial measures presented are not based on any standardized methodology prescribed by U.S.

GAAP and are not necessarily comparable to similarly-titled measures presented by other companies, which may have different definitions from ours.

Further, certain of the non-GAAP financial measures presented exclude stock-based compensation expenses, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

The table below reconciles Non-GAAP Gross Profit and Non-GAAP Gross Margin to Gross Profit and Gross Margin (the most directly comparable U.S.

GAAP measure), for the periods indicated:

Year Ended January 31,

3 unchanged sentences

Amortization of acquired intangible assets 2,460 1,553

Restructuring costs (1)

Employee transaction bonuses in connection with the

Sinergise business combination (2)

Non-GAAP Gross Profit $ 119,877 $ 100,680

Gross Margin percentage 49 % 37 %

Non-GAAP Gross Margin percentage 53 % 38 %

Gross Margin 51 % 49 %

Non-GAAP Gross Margin 54 % 53 %

(1) As part of the headcount reduction plan announced in August 2023, we recognized $0.6 million of severance and other employee costs within cost of revenue for the fiscal year ended January 31, 2024.

For the fiscal year ended January 31, 2024, the restructuring related stock-based compensation benefit recognized within cost of revenue of $0.1 million is included on its respective line item.

Refer to Note 8 to our consolidated financial statements in Part 8 of this Form 10-K.

(2) Certain employees of Sinergise, who became employees of Planet, were paid cash transaction bonuses in connection with the closing of the Sinergise acquisition.

The cost of the transaction bonuses was allocated from the purchase consideration we paid for the acquisition.

Refer to Note 6 to our consolidated financial statements in Part 8 of this Form 10-K.

Adjusted EBITDA

stock-based compensation, change in fair value of convertible notes and warrant liabilities, gain or loss on the extinguishment of debt and non-operating income and expenses such as foreign currency exchange gain or loss, as outlined in the reconciliation below.

The table below reconciles our net loss (the most directly comparable U.S.

GAAP measure) to Adjusted EBITDA for the periods indicated:

The table below reconciles Adjusted EBITDA to net loss (the most directly comparable U.S.

GAAP measure), for the periods indicated:

Year Ended January 31,

1 unchanged sentence

Net loss $ (140,509) $ (161,966)

Interest expense — 8,772

Interest income (15,414) (7,672)

1 unchanged sentence

Depreciation and amortization 47,639 43,330

Debt extinguishment (gain) loss — 1,690

Change in fair value of convertible notes and warrant liabilities (6,554) (5,726)

Change in fair value of warrant liabilities

(13,709) (6,554)

Stock-based compensation 57,132 75,544

Restructuring costs (1)

Employee transaction bonuses in connection with the

Sinergise business combination (2)

Other (income) expense (931) (330)

Adjusted EBITDA $ (55,284) $ (56,801)

(1) As part of the headcount reduction plan announced in August 2023, we recognized $7.4 million of severance and other employee-related costs for the fiscal year ended January 31, 2024.

For the fiscal year ended January 31, 2024, the restructuring related stock-based compensation benefit of $1.5 million is included on its respective line item.

Refer to Note 8 to our consolidated financial statements in Part 8 of this Form 10-K.

(2) Certain employees of Sinergise, who became employees of Planet, were paid cash transaction bonuses in connection with the closing of the Sinergise acquisition.

The cost of the transaction bonuses was allocated from the purchase consideration we paid for the acquisition.

Refer to Note 6 to our consolidated financial statements in Part 8 of this Form 10-K.

There are a number of limitations related to the use of Adjusted EBITDA, including:

1 unchanged sentence

• Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized will have to be replaced in the future;

• Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us;

• Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on debt, which reduces cash available to us;

• Adjusted EBITDA does not include severance payments made in conjunction with a reduction in headcount announced in August 2023, which reduces cash available to us;

• Adjusted EBITDA does not reflect income tax expense that reduces cash available to us;

• the expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from similar measures when they report their operating results.

The table below reconciles Backlog to remaining performance obligations for the periods indicated:

Year Ended January 31,

(in thousands)

Remaining performance obligations

$ 132,571 $ 151,976

Cancellable amount of contract value

109,821 127,667

$ 242,392 $ 279,643

For remaining performance obligations as of January 31, 2024, the Company expects to recognize approximately 86% over the next 12 months, approximately 98% over the next 24 months, and the remainder thereafter.

For Backlog as of January 31, 2024, the Company expects to recognize approximately 67% over the next 12 months, approximately 85% over the next 24 months, and the remainder thereafter.

Liquidity and Capital Resources

6 unchanged sentences

As of January 31, 2024, and 2023, we had $83.9 million and $181.9 million, respectively, in cash and cash equivalents.

Additionally, as of January 31, 2023, we had short-term investments of $226.9 million which are highly liquid in nature and available for current operations.

There were no short-term investments as of January 31, 2022.

Additionally, as of January 31, 2024, and 2023, we had short-term investments of $215.0 million and $226.9 million, respectively, which are highly liquid in nature and available for current operations.

We believe our anticipated operating cash flows together with our cash on hand provide us with the ability to meet our obligations as they become due during the next 12 months.

1 unchanged sentence

We could also need additional cash resources due to significant acquisitions, an accelerated manufacturing timeline for new satellites, competitive pressures or regulatory requirements.

To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing.

The sale of additional equity would result in additional dilution to our stockholders.

The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financial covenants that would restrict our operations.

We cannot assure you that any such equity or debt financing will be available on favorable terms, or at all.

If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in software and market expansion efforts or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.

We may need to seek additional equity, equity-linked or debt financing.

The issuance of additional shares may create additional dilution to our stockholders.

The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating or financial covenants that would restrict our operations.

We cannot assure you that any such financing will be available on favorable terms, or at all.

If needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in software and market expansion efforts or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.

As of January 31, 2024, our principal contractual obligations and commitments include lease obligations for real estate and ground stations, purchase commitments for future satellite launch services, and minimum purchase commitments for hosting services from Google, LLC.

3 unchanged sentences

The following tables present a summary of cash flows from operating, investing and financing activities for the following comparative periods.

For additional detail, refer to the consolidated statements of cash flows as presented within the consolidated financial statements.

For additional detail, please see the consolidated statements of cash flows as presented within the consolidated financial statements.

Year Ended January 31,

6 unchanged sentences

Net cash used in operating activities for the fiscal year ended January 31, 2024, primarily consisted of the net loss of $140.5 million, adjusted for non-cash items and changes in operating assets and liabilities.

Non-cash items primarily included depreciation and amortization expense of $43.3 million and stock-based compensation expense of $75.5 million, which were partially offset by a change in fair value of warrant liabilities and convertible notes of $6.6 million.

The net change in operating assets and liabilities primarily consisted of a $14.4 million decrease in deferred

revenue, a $3.0 million decrease in accounts payable, accrued and other liabilities and a $10.1 million increase in prepaid expenses and other assets, which was partially offset by a $6.3 million decrease in accounts receivable.

Net cash used in operating activities for the fiscal year ended January 31, 2022, primarily consisted of the net loss of $137.1 million, adjusted for non-cash it ems and changes in operating assets and liabilities.

Non-cash items primarily included depreciation and amortization expense of $47.6 million and stock-based compensation expense of $57.1 million, which were partially offset by a change in fair value of warrant liabilities of $13.7 million.

The net change in operating assets and liabilities primarily consisted of a $25.0 million decrease in accounts payable, accrued and other liabilities and a $2.7 million increase in accounts receivable, which were partially offset by a $22.2 million increase in deferred revenue and a $10.5 million decrease in prepaid expenses and other assets.

Net cash used in operating activities for the fiscal year ended January 31, 2023, primarily consisted of the net loss of $162.0 million, adjusted for non-cash items and changes in operating assets and liabilities.

The net change in operating assets and liabilities primarily consisted of a $16.1 million increase in accounts payable and accrued expenses, a $5.8 million increase in deferred hosting costs and a $3.3 million decrease in accounts receivable, which were partially offset by a $8.7 million increase in prepaid expenses and other assets, a $4.9 million decrease in deferred revenue and a $2.1 million decrease in deferred rent .

The net change in operating assets and liabilities primarily consisted of a $14.4 million decrease in deferred revenue, a $10.1 million increase in prepaid expenses and other assets, and a $3.0 million decrease in accounts payable, accrued and other liabilities, which was partially offset by a $6.3 million decrease in accounts receivable.

Net cash used in investing activities

Net cash used in investing activities for the fiscal year ended January 31, 2023, consisted of purchases of property and equipment of $10.4 million, capitalized internal-use software costs of $2.3 million and purchases of available-for-sale securities of $280.3 million, partially offset by maturities of available-for-sale securities of $55.2 million.

Net cash used in investing activities for the fiscal year ended January 31, 2024, consisted of purchases of available-for-sale securities of $189.1 million, purchases of property and equipment of $38.0 million, and capitalized internal-use software costs of $4.4 million, partially offset by maturities of available-for-sale securities of $161.3 million and sales of available-for-sale securities of $45.6 million.

Cash used in investing activities also included $7.5 million for the acquisition of Sinergise in August 2023.

Net cash used in investing activities for the fiscal year ended January 31, 2023, consisted of purchases of available-for-sale securities of $280.3 million, purchases of property and equipment of $10.4 million, and capitalized internal-use software costs of $2.3 million, partially offset by maturities of available-for-sale securities of $55.2 million.

Cash used in investing activities also included $3.8 million, net of cash acquired, for the acquisition of Salo Sciences in January 2023.

Net cash used in investing activities for the fiscal year ended January 31, 2022, consisted of purchases of property and equipment of $10.3 million and capitalized internal-use software costs of $4.6 million.

Cash used in investing activities also included $9.6 million, net of cash acquired, for the acquisition of VanderSat in December 2021.

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net cash used in financing activities for the fiscal year ended January 31, 2024, primarily consisted of payment of tax withholding obligations for vesting of restricted stock units of $9.0 million, which was partially offset by proceeds from the exercise of common stock options of $7.4 million.

Net cash provided by financing activities for the fiscal year ended January 31, 2023, primarily consisted of proceeds from the exercise of common stock options of $14.7 million, which was partially offset by payment of tax withholding obligations for vesting of restricted stock units of $6.3 million.

Net cash provided by financing activities for the fiscal year ended January 31, 2022, primarily consisted of $533.2 million of proceeds from the Business Combination and PIPE Investment net of transaction costs paid, $28.6 million proceeds from the exercise of common stock options, inclusive of an early exercise of $17.9 million in July 2021, which was offset by a $67.0 million principal repayment of the credit agreement with SVB and Hercules and $5.6 million for payment of tax withholding obligations for vesting of restricted stock units

Critical Accounting Policies and Estimates

1 unchanged sentence

The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures.

We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting policies.

The accounting policies described below have been identified as critical to our business operations and to understanding the results of our operations.

Accordingly, we evaluate our estimates and assumptions on an ongoing basis.

8 unchanged sentences

The licenses are generally purchased on a subscription basis, whereby a customer pays for access to our imagery that may be downloaded over a specific period of time, or, on a transactional basis, whereby the customer pays for individual content licenses at the time of download.

imagery licensing agreements and service agreements are generally non-cancelable and do not contain refund-type provisions

Our imagery licensing agreements and service agreements are often non-cancelable and do not contain refund-type provisions

The recognition and measurement of revenue requires the use of judgments and estimates.

49 unchanged sentences

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 is recognized as stock-based compensation expense over the requisite service period.

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 is 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.

11 unchanged sentences

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”).

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”).

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”).

As of January 31, 2024, the Company had 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants, including 2,966,667 Private Placement Vesting Warrants, outstanding.

5 unchanged sentences

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.

Treasury rates of the same period as the expected term of the Private Placement Warrants, which is five years from the closing of the Business Combination.

We had historically been a private company and lacked sufficient company-specific historical and implied volatility information.

12 unchanged sentences

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, we completed an assessment of the useful lives of our 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 for 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 for the fiscal year ended January 31, 2022.

The changes in estimated useful lives for these satellites were accounted for prospectively, resulting in an increase of depreciation expense of $7.0 million for the fiscal year ended January 31, 2024.

Additionally, the carrying amount of long-lived 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.

1 unchanged sentence

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.

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, we 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 our long-lived assets may not be recoverable during the fiscal years ended January 31, 2023, 2022 and 2021.

No events or changes in circumstances indicated the carrying amounts of our long-lived assets may not be recoverable during the fiscal years ended January 31, 2024 and 2023.

Business Combinations

16 unchanged sentences

No goodwill impairment was recorded during the fiscal years ended January 31, 2024, 2023 and 2022.

We are subject to income taxes in the United States and various foreign jurisdictions.

We account for income taxes using the asset and liability method whereby deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities.

The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.

As of January 31, 2023 and 2022, we had deferred tax assets of $222.1 million and $168.9 million, respectively, before valuation allowances.

We regularly assess whether we can realize our deferred tax assets and establish a valuation allowance if it is more likely than not that some or all of our deferred tax assets will not be realized.

We evaluate 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.

In evaluating our ability to recover our deferred tax assets, we evaluate 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.

Based on management’s assessment that the realization of any future benefit from our deferred tax assets cannot be sufficiently assured, we recorded a valuation allowance against these deferred tax assets.

2 unchanged sentences

We may recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial

statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

As of January 31, 2023, our estimated gross unrecognized tax benefits were $6.9 million , none of which, if recognized, would affect the effective tax rate.

We are subject to income tax in the United States and various foreign jurisdictions.

As of January 31, 2023, we had a net deferred tax liability of $0.2 million.

Our federal net operating loss (“NOL”) carryforward totaled $504.7 million, of which $259.2 million will expire at various dates through 2038 and $245.5 million has an indefinite carryforward.

Additionally, we have state and foreign NOL carryforwards of $276.9 million and $0.9 million, respectively.

The NOL carryforwards may be available to offset future income tax liabilities.

The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

Recent Accounting Pronouncements

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis