Planet Labs PBC quarterly report, Q3 FY2022

Filing summary

Important entity clarification: This is dMY Technology Group, Inc. IV’s Form 10-Q, not Planet Labs PBC’s operating-company 10-Q. dMY IV was a blank-check company pursuing a business combination with Planet Labs Inc.; the filing reports dMY IV’s pre-combination finances, not Planet’s revenue or operating results.

Business context and reporting period

The unaudited report covers the quarter and nine months ended September 30, 2021. dMY IV completed its $345.0 million IPO in March 2021 and had not commenced operations or generated operating revenue. On July 7, 2021, it entered into a merger agreement with Planet Labs Inc., subject to stockholder approvals and other closing conditions. The SPAC’s deadline to complete a business combination was March 9, 2023.

Financial results and liquidity

MetricThree months ended September 30, 2021Nine months ended September 30, 2021
Operating revenueNoneNone
General and administrative expense$3.91 million$7.30 million
Net loss$6.64 million$21.42 million
Net loss per share, Class A and Class B$0.15$0.62

For the nine months, operating cash outflow was $3.46 million; investing cash outflow was $345.0 million, principally the deposit into the trust account; financing cash inflow was $348.54 million. Cash outside the trust account was $75,975 at quarter-end. Trust investments were approximately $345.10 million. The filing provides no operating margins because the SPAC had no operating revenue.

At September 30, 2021, current liabilities were $4.29 million, including $3.90 million of accrued expenses. Total liabilities were $53.19 million, including $34.47 million of derivative warrant liabilities, $12.08 million of deferred underwriting commissions, and $2.36 million of deferred legal fees. The filing reports a working capital deficit of approximately $3.7 million. It reports no borrowings under working capital loans at quarter-end; an officer had advanced $37,000 in August.

Changes, unusual items, outlook, and risks

  • The filing revised its presentation of redeemable Class A shares: all 34.5 million public shares, carried at $345.0 million, were classified as temporary equity. The revision reclassified amounts between permanent equity and temporary equity and affected accumulated deficit, but the company said it did not affect total assets, liabilities, cash flows, net loss, or loss per share.
  • Warrant accounting materially affected reported results: the nine-month period included a $14.06 million loss upon issuance of private placement warrants and a $0.71 million gain from changes in warrant fair value; the quarter included a $2.72 million warrant fair-value loss.
  • Management said the working capital deficit raised substantial doubt about dMY IV’s ability to continue as a going concern and stated it expected insufficient working capital through the earlier of a business combination or one year from filing. The trust account was restricted principally to a business combination or redemption.
  • Management noted that COVID-19 could adversely affect the company’s financial position, operations, or target search, but said the effect was not determinable. The filing reported no legal proceedings and no material changes to previously disclosed risk factors.
  • A material weakness in internal control identified in the second quarter was reported as remediated by September 30, 2021. Management concluded disclosure controls were effective at quarter-end.
  • The MD&A describes the nine-month net loss as “approximately $14 million,” while the financial statements report $21.42 million. The MD&A’s listed expense components appear to include the warrant issuance loss as well as operating expenses; investors should reconcile this apparent inconsistency.

Key facts for investors to verify

  1. Confirm the filing’s registrant is dMY Technology Group, Inc. IV, not Planet Labs PBC, and obtain Planet’s separate financial statements for its operating performance.
  2. Review the merger agreement’s closing conditions, transaction financing, potential redemptions, and dilution from founder shares and warrants.
  3. Reconcile the $14 million MD&A description with the $21.42 million reported nine-month net loss.
  4. Assess the SPAC’s limited cash outside the trust account, working capital deficit, going-concern disclosure, and potential need for additional funding.
  5. Consider the revised temporary-equity presentation and the valuation sensitivity of derivative warrant liabilities.