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Balance Sheet Components | 9 Months Ended | 12 Months Ended
--- | --- | ---
Oct. 31, 2020 | Jan. 31, 2021
Planet Labs Inc [Member] |  |
Balance Sheet Components [Line Items] |  |
Balance Sheet Components |
5. | Balance Sheet Components
Property and Equipment, Net Property and equipment, net consists of the following:
|  | October 31, |  |  | January 31, |
(in thousands) |  | 2021 |  |  | 2021 |
Satellites* |  | $ | 306,989 |  |  | $ | 302,577 |
Leasehold improvements |  |  | 15,448 |  |  |  | 15,630 |
Ground stations and ground station equipment |  |  | 12,648 |  |  |  | 12,560 |
Office furniture, equipment and fixtures |  |  | 5,077 |  |  |  | 4,995 |
Computer equipment and purchased software |  |  | 8,094 |  |  |  | 7,837 |
Total property and equipment, gross |  |  | 348,256 |  |  |  | 343,599 |
Less: Accumulated depreciation |  |  | (210,245 | ) |  |  | (183,744 | )
Total property and equipment, net |  | $ | 138,011 |  |  | $ | 159,855 |
* | Satellites include $9.1 million and $13.3 million of satellites in process and not in service as of October 31, 2021 and January 31, 2021, respectively.
Interest expense associated with manufactured satellites was not material for the nine months ended October 31, 2021 and 2020. Total depreciation expense for the nine months ended October 31, 2021 and 2020 was $28.1 million and $38.9 million, respectively, of which $24.5 million and $34.0 million, respectively, was depreciation expense specific to satellites. Capitalized Internal-Use Software Development Costs Capitalized internal-use software costs, net of accumulated amortization consists of the following:
|  | October 31, |  |  | January 31, |
(in thousands) |  | 2021 |  |  | 2021 |
Capitalized internal-use software |  | $ | 35,370 |  |  | $ | 32,425 |
Less: Accumulated amortization |  |  | (24,897 | ) |  |  | (20,431 | )
|  | $ | 10,473 |  |  | $ | 11,994 |
Interest expense associated with capitalized internal-use software costs was not material for the nine months ended October 31, 2021 and 2020. Amortization expense for capitalized internal-use software for the nine months ended October 31, 2021 and 2020 was $4.5 million and $5.5 million, respectively. Goodwill and Intangible Assets Goodwill and Intangible assets consist of the following:
|  | October 31, 2021 |  |  | January 31, 2021 |
(in thousands) |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Foreign Currency Translation |  |  | Net Carrying Amount |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Foreign Currency Translation |  |  | Net Carrying Amount |
Developed technology |  | $ | 8,070 |  |  | $ | (7,311 | ) |  | $ | (9 | ) |  | $ | 750 |  |  | $ | 8,070 |  |  | $ | (6,869 | ) |  | $ | (9 | ) |  | $ | 1,192 |
Image library |  |  | 11,983 |  |  |  | (10,449 | ) |  |  | 44 |  |  |  | 1,578 |  |  |  | 11,430 |  |  |  | (10,203 | ) |  |  | 104 |  |  |  | 1,331 |
Customer relationships |  |  | 3,280 |  |  |  | (2,017 | ) |  |  | 9 |  |  |  | 1,272 |  |  |  | 3,280 |  |  |  | (1,615 | ) |  |  | 9 |  |  |  | 1,674 |
Trade names and other |  |  | 3,755 |  |  |  | (2,562 | ) |  |  | 39 |  |  |  | 1,232 |  |  |  | 3,755 |  |  |  | (2,318 | ) |  |  | 39 |  |  |  | 1,476 |
Total intangible assets |  |  | 27,088 |  |  |  | (22,339 | ) |  |  | 83 |  |  |  | 4,832 |  |  |  | 26,535 |  |  |  | (21,005 | ) |  |  | 143 |  |  |  | 5,673 |
Goodwill |  | $ | 86,587 |  |  | $ | — |  |  | $ | 1,806 |  |  | $ | 88,393 |  |  |  | 86,587 |  |  | $ | — |  |  | $ | 1,806 |  |  | $ | 88,393 |
Amortization expense for the nine months ended October 31, 2021 and 2020 was $1.3 million and $1.9 million, respectively. There have been no material changes to the Company’s future amortization of intangible assets as of October 31, 2021. Prepaid Expenses and Other Assets Prepaid expenses and other current assets consist of the following:
|  | October 31, |  |  | January 31, |
(in thousands) |  | 2021 |  |  | 2021 |
R&D funding receivables (1) |  | $ | 7,705 |  |  | $ | — |
Prepaid tax and withholding tax receivables |  |  | 1,030 |  |  |  | 1,761 |
Prepaid satellite launch services |  |  | 2,480 |  |  |  | — |
Deferred commissions |  |  | 1,206 |  |  |  | 1,030 |
Deposits |  |  | 727 |  |  |  | 667 |
Restricted cash |  |  | 309 |  |  |  | 375 |
Other prepayments and receivables |  |  | 5,611 |  |  |  | 3,301 |
Total prepaid expenses and other current assets |  | $ | 19,068 |  |  | $ | 7,134 |
Other non-current assets consist of the following:
|  | October 31, |  |  | January 31, |
(in thousands) |  | 2021 |  |  | 2021 |
Deferred offering costs |  | $ | 6,260 |  |  | $ | — |
Deferred commissions |  |  | 1,102 |  |  |  | 1,697 |
Prepaid satellite launch services |  |  | 1,473 |  |  |  | 772 |
Other non-current assets |  |  | 142 |  |  |  | 515 |
Total other non-current assets |  | $ | 8,977 |  |  | $ | 2,984 |
Accrued and Other Current Liabilities Accrued liabilities and other current liabilities consist of the following:
|  | October 31, |  |  | January 31, |
(in thousands) |  | 2021 |  |  | 2021 |
Deferred R&D service liability (1) |  | $ | 13,179 |  |  | $ | 8,208 |
Payroll and related expenses |  |  | 3,873 |  |  |  | 3,229 |
Customer payable (2) |  |  | — |  |  |  | 10,000 |
Deferred hosting costs |  |  | 3,890 |  |  |  | 2,301 |
Deferred rent |  |  | 2,160 |  |  |  | 2,215 |
Deferred offering costs |  |  | 1,129 |  |  |  | — |
Accrued interest payable |  |  | 616 |  |  |  | 616 |
Withholding taxes and other taxes payable |  |  | 967 |  |  |  | 841 |
Other accruals |  |  | 2,828 |  |  |  | 2,785 |
Total accrued and other current liabilities |  | $ | 28,642 |  |  | $ | 30,195 |
(1) | In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “R&D Services Agreement”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and provides for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three-year period. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC 730-20, Research and Development . As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. Through October 31, 2021, the Company has received $8.3 million under the R&D Services Agreement. As of October 31, 2021, the Company has the contractual right to receive an additional $7.7 million under the R&D Services Agreement, which is included in Prepaid expenses and other current assets. The deferred R&D service liability was $13.2 million and $8.2 million as of October 31, 2021 and January 31, 2021, respectively, which is included in accrued and other current liabilities.
(2) | Customer payable reflects consideration due to a customer as a result of a legal settlement agreement related to a revenue share arrangement. The customer payable was estimated at the inception of the contract and accounted for as a reduction in the customer’s transaction price.
6. | Balance Sheet Components
Property and Equipment, Net Property and equipment, net consists of the following:
|  | January 31, |
(in thousands) |  | 2021 |  |  | 2020 |
Satellites* |  | $ | 302,577 |  |  | $ | 314,097 |
Leasehold improvements |  |  | 15,630 |  |  |  | 15,537 |
Ground stations and ground station equipment |  |  | 12,560 |  |  |  | 12,196 |
Office furniture, equipment and fixtures |  |  | 4,995 |  |  |  | 4,909 |
Computer equipment and purchased software |  |  | 7,837 |  |  |  | 7,588 |
Total property and equipment, gross |  |  | 343,599 |  |  |  | 354,327 |
Less: Accumulated depreciation |  |  | (183,744 | ) |  |  | (167,732 | )
Total property and equipment, net |  | $ | 159,855 |  |  | $ | 186,595 |
* | Satellites include $13.3 million and $48.8 million of satellites in process and not in service as of January 31, 2021 and 2020, respectively.
Interest expense associated with manufactured satellites was not material for the years ended January 31, 2021 and 2020. The Company’s long-lived assets by geographic region are a s follows:
|  | January 31, |
(in thousands) |  | 2021 |  |  | 2020 |
United States |  | $ | 156,537 |  |  | $ | 184,973 |
Rest of the world |  |  | 3,318 |  |  |  | 1,622 |
Total property and equipment, net |  | $ | 159,855 |  |  | $ | 186,595 |
The Company concluded that satellites in s e rvice conti n ue to be owned by the U.S. entity and accordingly are classified as U.S. assets in the table above. No single country other than the U.S. accounted for more than 10% of total property and equipment, net, as of January 31, 2021 and 2020. Total depreciation expense for the year ended January 31, 2021 and 2020 was $52.7 million and $69.1 million, respectively, of which $44.2 million and $58.6 million, respectively, was depreciation expense specific to satellites. Capitalized Internal-Use Software Development Costs Capitalized internal-use software costs, net of accumulated amortization consists of the following:
|  | January 31, |
(in thousands) |  | 2021 |  |  | 2020 |
Capitalized internal-use software |  | $ | 32,425 |  |  | $ | 28,045 |
Less: Accumulated amortization |  |  | (20,431 | ) |  |  | (13,553 | )
|  | $ | 11,994 |  |  | $ | 14,492 |
Interest expense associated with capitalized internal-use software costs was not material for the years ended January 31, 2021 and 2020. Amortization expense for capitalized internal-use software for the years ended January 31, 2021 and 2020 was $7.1 million and $5.3 million, respectively. Estimated future amortization expense of capitalized internal-use software at January 31, 2021, is as follows:
(in thousands) |  |  |
2022 |  | $ | 5,193 |
2023 |  |  | 2,361 |
2024 |  |  | 2,102 |
2025 |  |  | 1,629 |
2026 |  |  | 709 |
|  | $ | 11,994 |
Goodwill and Intangible Assets Goodwill and Intangible assets consist of the following:
|  | January 31, 2021 |  |  | January 31, 2020 |
(in thousands) |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Foreign Currency Translation |  |  | Net Carrying Amount |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Foreign Currency Translation |  |  | Net Carrying Amount |
Developed technology |  | $ | 8,070 |  |  | $ | (6,869 | ) |  | $ | (9 | ) |  | $ | 1,192 |  |  | $ | 8,070 |  |  | $ | (6,283 | ) |  | $ | (9 | ) |  | $ | 1,778 |
Image library |  |  | 11,430 |  |  |  | (10,203 | ) |  |  | 104 |  |  |  | 1,331 |  |  |  | 10,756 |  |  |  | (9,400 | ) |  |  | 167 |  |  |  | 1,523 |
Customer relationships |  |  | 3,280 |  |  |  | (1,615 | ) |  |  | 9 |  |  |  | 1,674 |  |  |  | 3,280 |  |  |  | (1,003 | ) |  |  | 8 |  |  |  | 2,285 |
Trade names and other |  |  | 3,755 |  |  |  | (2,318 | ) |  |  | 39 |  |  |  | 1,476 |  |  |  | 3,695 |  |  |  | (1,820 | ) |  |  | 39 |  |  |  | 1,914 |
Total intangible assets |  | $ | 26,535 |  |  | $ | (21,005 | ) |  | $ | 143 |  |  | $ | 5,673 |  |  | $ | 25,801 |  |  | $ | (18,506 | ) |  | $ | 205 |  |  | $ | 7,500 |
Goodwill |  | $ | 86,587 |  |  | $ | — |  |  | $ | 1,806 |  |  | $ | 88,393 |  |  | $ | 86,587 |  |  | $ | — |  |  | $ | 1,806 |  |  | $ | 88,393 |
No impairment charges were recognized related to intangible assets (including goodwill) in the years ended January 31, 2021 and 2020. Amortization expense for the years ended January 31, 2021 and 2020 was $2.4 million and $3.2 million, respectively. Estimated future amortization expense of intangible assets at January 31, 2021, is as follows:
(in thousands) |  |  |
2022 |  | $ | 1,848 |
2023 |  |  | 1,579 |
2024 |  |  | 1,509 |
2025 |  |  | 367 |
2026 |  |  | 90 |
Thereafter |  |  | 280 |
|  | $ | 5,673 |
The change in the carrying amount of goodwill during the years ended January 31, 2021 and 2020 is as follows:
|  | January 31, |
(in thousands) |  | 2021 |  |  | 2020 |
Beginning of period |  | $ | 88,393 |  |  | $ | 75,097 |
Acquisition |  |  | — |  |  |  | 13,296 |
End of period |  | $ | 88,393 |  |  | $ | 88,393 |
Prepaid Expenses and Other Assets Prepaid expenses and other current assets consist of the following:
|  | January 31, |
(in thousands) |  | 2021 |  |  | 2020 |
Prepaid tax and withholding tax receivables |  | $ | 1,761 |  |  | $ | 2,641 |
Prepaid satellite launch services |  |  | — |  |  |  | 1,818 |
Deferred commissions |  |  | 1,030 |  |  |  | 1,534 |
Deposits |  |  | 667 |  |  |  | 757 |
Restricted cash |  |  | 375 |  |  |  | 1,576 |
Other prepayments and receivables |  |  | 3,301 |  |  |  | 2,592 |
Total prepaid expenses and other current assets |  | $ | 7,134 |  |  | $ | 10,918 |
Other non-current assets consist of the following:
|  | January 31, |
(in thousands) |  | 2021 |  |  | 2020 |
Deferred commissions |  | $ | 1,697 |  |  | $ | 102 |
Prepaid satellite launch services |  |  | 772 |  |  |  | 722 |
Other non-current assets |  |  | 515 |  |  |  | 379 |
Total other non-current assets |  | $ | 2,984 |  |  | $ | 1,203 |
Accrued and Other Current Liabilities Accrued liabilities and other current liabilities consist of the following:
|  | January 31, |
(in thousands) |  | 2021 |  |  | 2020 |
Deferred R&D service liability (1) |  | $ | 8,208 |  |  | $ | — |
Payroll and related expenses |  |  | 3,229 |  |  |  | 2,248 |
Customer payable (2) |  |  | 10,000 |  |  |  | 7,254 |
Deferred hosting costs |  |  | 2,301 |  |  |  | — |
Deferred rent |  |  | 2,215 |  |  |  | 2,183 |
Accrued interest payable |  |  | 616 |  |  |  | 474 |
Withholding taxes and other taxes payable |  |  | 841 |  |  |  | 1,664 |
Other accruals |  |  | 2,785 |  |  |  | 4,933 |
Total accrued and other current liabilities |  | $ | 30,195 |  |  | $ | 18,756 |
(1) | In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “ R&D Services Agreement ”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and provides for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three-year period. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC 730-20, Research and Development . As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. During the year ended January 31, 2021, the Company received $8.3 million under the R&D Services Agreement, of which $8.2 million is included in accrued and other current liabilities as of January 31, 2021 as the Company has not yet incurred such costs.
(2) | Customer payable reflects consideration due to a customer as a result of a legal settlement agreement related to a revenue share arrangement. The customer payable was estimated at the inception of the contract and accounted for as a reduction in the customer’s transaction price.

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- Definition The entire disclosure for supplemental balance sheet disclosures, including descriptions and amounts for assets, liabilities, and equity. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -URI http://asc.fasb.org/topic&trid=2122208 + Details
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