Samsara Inc

1. Description of Business

Samsara Inc. (“Samsara”) and its subsidiaries (collectively, the “Company”) are the pioneers of the Connected Operations Cloud, which is a system of record that enables businesses that depend on physical operations to harness Internet of Things (“IoT”) data to develop actionable insights and improve their operations. Samsara was incorporated in Delaware in 2015 as Samsara Networks Inc. and changed its name to Samsara Inc. in February 2021. Samsara’s principal executive offices are located at 1 De Haro Street, San Francisco, California 94107.

2. Summary of Significant Accounting Policies

Basis of Presentation and Fiscal Year—The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024, which was filed with the SEC on March 26, 2024.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of August 3, 2024 and the results of operations for the three and six months ended August 3, 2024 and July 29, 2023, and cash flows for the six months ended August 3, 2024 and July 29, 2023. The condensed consolidated balance sheet as of February 3, 2024 was derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. The results of operations for the three and six months ended August 3, 2024 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

The Company’s fiscal year is a 52- or 53-week period ending on the Saturday closest to February 1. Fiscal year 2025 consists of 52 weeks, with the fourth quarter consisting of 13 weeks, and fiscal year 2024 consisted of 53 weeks, with the fourth quarter consisting of 14 weeks. Every sixth fiscal year is a 53-week year. Fiscal year 2030 is the Company’s next 53-week fiscal year, with the fourth quarter consisting of 14 weeks.

Principles of Consolidation—The condensed consolidated financial statements include the accounts of Samsara and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates—The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, the fair value of stock-based awards, internal-use software development costs, sales return reserve, accrued liabilities and contingencies, depreciation and amortization periods, lease modification, impairment, and related charges, and accounting for income taxes. Actual results could materially differ from the estimates and assumptions made.

Significant Accounting Policies—There were no material changes to the Company’s significant accounting policies during the six months ended August 3, 2024.

Recently Adopted Accounting Pronouncements—There were no new accounting pronouncements adopted during the six months ended August 3, 2024.

Recent Accounting Pronouncements Not Yet Adopted—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires disclosure of incremental segment information on an annual and interim basis. This guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending February 1, 2025, and subsequent interim periods. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements, which is expected to result in expanded financial statement disclosures. The Company does not expect the adoption of this new guidance to have a material impact on its business, results, or operations.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires further transparency to income tax disclosures related to the rate reconciliation and income taxes paid information. This guidance is effective for the Company for its fiscal year beginning February 2, 2025 and should be applied on a prospective basis. Early adoption and retrospective application are permitted. The Company is currently evaluating the timing of its adoption of this ASU and the impact on its consolidated financial statements.

The Company has reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

3. Cash, Cash Equivalents, Restricted Cash, and Investments

As of August 3, 2024 and February 3, 2024, cash and cash equivalents consist of cash deposited with banks and money market funds, and all highly liquid investments with an original or remaining maturity of 90 days or less when purchased. As of August 3, 2024 and February 3, 2024, short-term and long-term investments in marketable debt securities consist of U.S. government and agency securities, corporate notes and bonds, and commercial paper.

Restricted cash as of August 3, 2024 and February 3, 2024 consists of letters of credit secured as collateral on the Company’s office space leases.

Total cash, cash equivalents, and restricted cash consist of the following (in thousands):

The following is a summary of the Company’s available-for-sale marketable debt securities recorded within short-term and long-term investments on the condensed consolidated balance sheets (in thousands):

The Company included $4.8 million and $4.9 million of accrued interest receivable, net of the allowance for credit losses, in “Prepaid expenses and other current assets” on the condensed consolidated balance sheets as of August 3, 2024 and February 3, 2024, respectively. The Company did not recognize an allowance for credit losses against accrued interest receivable as of August 3, 2024 and February 3, 2024 because such potential losses were not material.

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell any of the securities and the Company considers it more likely than not that the Company will hold these securities until a recovery of the cost basis, which may not occur until maturity. The Company did not recognize an allowance for credit losses on these securities as of August 3, 2024 and February 3, 2024 because such potential losses were not material.

As of August 3, 2024, the estimated fair values of available-for-sale marketable debt securities, by remaining contractual maturity, are as follows (in thousands):

There were no material realized gains or losses that were reclassified out of accumulated other comprehensive income (loss), either individually or in the aggregate, during the three and six months ended August 3, 2024 and July 29, 2023. There were no material unrealized gains or losses for cash equivalents and available-for-sale marketable debt securities, either individually or in the aggregate, as of August 3, 2024 and February 3, 2024.

Concentrations of Credit Risk—The Company maintains its investments in marketable debt securities with high-quality financial institutions with investment-grade ratings.

4. Fair Value Measurements

The Company reports financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The condensed consolidated financial statements as of August 3, 2024 and February 3, 2024 do not include any non-recurring fair value measurements relating to assets or liabilities.

The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of the periods presented (in thousands):

The Company determines the fair value of its security holdings based on pricing from the Company’s service providers and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3, of the fair value hierarchy during the six months ended August 3, 2024 and July 29, 2023.

5. Costs to Obtain and Fulfill a Contract

Deferred Commissions—Total deferred commissions as of August 3, 2024 and February 3, 2024 were $188.4 million and $177.6 million, respectively.

The following table provides the amounts capitalized and amortized for the Company’s commission costs for the periods presented (in thousands):

Connected Devices—Total connected device costs, which the Company also refers to as IoT device costs, current and non-current, as of August 3, 2024 and February 3, 2024 were $345.7 million and $334.8 million, respectively.

The following table provides the amounts capitalized and amortized for the Company’s connected device costs for the periods presented (in thousands):

6. Balance Sheet Components

Property and Equipment, Net—Property and equipment, net, comprises the following (in thousands):

(1)The Company’s internal-use software development costs included $1.1 million and $2.3 million of stock-based compensation costs for the three and six months ended August 3, 2024, respectively, and $0.7 million and $1.2 million of stock-based compensation costs for the three and six months ended July 29, 2023, respectively.

Depreciation and amortization of property and equipment included on the Company’s condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):

7. Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations

Revenue Recognition—Subscription revenue is generated from subscriptions to access the Company’s Connected Operations Cloud. Subscription agreements contain multiple service elements for one or more of the Company’s cloud-based Applications via mobile app(s) or a website that enable data collection and provide access to the cellular network, generally one or more wireless gateways, cameras, sensors and other devices (collectively, “connected devices” or “IoT devices”), support services delivered over the term of the arrangement and warranty coverage. The Company’s Connected Operations Cloud and the related connected device access points are highly interdependent and interrelated, and represent a combined performance obligation, which is recognized over the related subscription period.

Other revenue is generally recognized at a point in time and is earned through the sale of replacement gateways, sensors and cameras, as well as related shipping and handling fees, credit card processing fees, and professional services.

Revenue consists of the following (in thousands):

Accounts Receivable—An allowance for credit losses balance of $7.6 million and $7.8 million was recorded as of August 3, 2024 and February 3, 2024, respectively. During thethree and six months ended August 3, 2024, the Company recorded a charge of $1.0 million and $3.2 million, respectively, to operations and wrote off $1.7 million and $3.4 million, respectively, against the allowance. During thethree and six months ended July 29, 2023, the Company recorded a charge of$1.2 million and $0.7 million, respectively, to operations and wrote off $1.0 million and $2.0 million, respectively, against the allowance.

Deferred Revenue—The following table provides the deferred revenue balances and revenue recognized from beginning deferred revenue balances for the periods presented (in thousands):

Remaining Performance Obligations (“RPO”)—RPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

As of August 3, 2024, the Company’s RPO was $2,293.1 million, of which the Company expects to recognize revenue of approximately $1,088.2 million over the next 12 months, with the remaining balance to be recognized thereafter.

Concentrations of Significant Customers and Credit Risk—No customer accounted for greater than 10% of the Company’s total revenue for the three and six months ended August 3, 2024 and July 29, 2023.

There were no customers that individually represented greater than 10% of the Company’s accounts receivable as of August 3, 2024 and February 3, 2024.

8. Leases

The Company leases office space under operating lease agreements that are non-cancelable (subject to limited termination rights). These leases have remaining lease terms ranging fromone year to approximately seven years. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company’s facilities.

The components of operating lease expense were as follows (in thousands):

Supplemental information related to operating leases was as follows (in thousands, except for weighted-average data):

During the six months ended August 3, 2024, the Company recordedno additional operating lease liabilities arising from obtaining right-of-use (“ROU”) assets.

Future minimum lease payments included in the measurement of operating lease liabilities as of August 3, 2024 were as follows (in thousands):

(1)The contractual commitment amounts under operating leases in the table above are primarily related to facility leases for the Company’s corporate office facilities in San Francisco, California, as well as other offices for the Company’s local operations. The table above does not reflect obligations under contracts that the Company can cancel without a significant penalty, the Company’s option to exercise early termination rights, or the payment of related early termination fees.

In addition to its operating leases, the Company has entered into non-cancelable finance leases for equipment beginning in 2020. The balances for finance leases were recorded in “Other assets, non-current,” “Accrued expenses and other current liabilities,” and “Other liabilities, non-current” as the amounts were immaterial as of August 3, 2024 and February 3, 2024.

9. Commitments and Contingencies

Operating Leases—See Note 8, “Leases,” for the maturities of operating lease liabilities as of August 3, 2024.

Purchase Commitments—The Company’s purchase commitments consist of contractual arrangements with software-as-a-service subscription providers and non-cancelable purchase orders based on current inventory needs fulfilled by the Company’s suppliers and contract manufacturers. There were no material contractual obligations that were entered into by the Company during the six months ended August 3, 2024 that were outside of the ordinary course of business.

Letters of Credit—As of August 3, 2024 and February 3, 2024, the Company had $17.3 million and $17.7 million, respectively, in letters of credit outstanding primarily in favor of certain landlords for office space. These letters of credit renew annually and expire on various dates through 2031.

Litigation—From time to time, the Company has been and may become involved in various legal proceedings in the ordinary course of its business, including proceedings initiated by us, and has been and may be subject to third-party intellectual property infringement claims. Such proceedings, even if not meritorious, can require significant financial and operational resources, including the diversion of management’s attention from the Company’s business objectives.

The Company continually evaluates uncertainties associated with litigation and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the condensed consolidated financial statements indicates that it is probable that a liability has been incurred at the date of the condensed consolidated financial statements and (ii) the loss or range of loss can be reasonably estimated. If the Company determines that a loss is possible and a range of the loss can be reasonably estimated, the Company will disclose the range of the possible loss. The Company evaluates developments in legal matters that could affect the amount of liability that has been previously accrued, if any, and the matters and related ranges of possible losses disclosed and makes adjustments and changes to the disclosures, as appropriate. Significant judgment is required to determine both likelihood of there being, and the estimated amount of, a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss, and such amounts could be material. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined there is no material exposure on an aggregate basis. The amounts recorded for losses deemed probable as of August 3, 2024 were also not material.

Indemnification—In the normal course of business, the Company has agreed and may continue to agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, claims that the Company’s products infringe the intellectual property rights of other parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.

10. Equity

As of August 3, 2024, there were 224,050,531,332,310,673, andno shares of Class A, Class B, and Class C common stock issued and outstanding, respectively. As of February 3, 2024, there were 200,989,931,344,983,598, andno shares of Class A, Class B, and Class C common stock issued and outstanding, respectively.

The Company had reserved shares of common stock for future issuance as of August 3, 2024 and February 3, 2024, as follows:

Employee Compensation Plans

The Company currently hastwo equity incentive plans, the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2021 Equity Incentive Plan (the “2021 Plan”). The 2015 Plan was terminated in connection with the adoption of the 2021 Plan in December 2021 but continues to govern the terms of outstanding stock options and RSUs that were granted prior to the termination of the 2015 Plan. The Company no longer grants equity awards pursuant to the 2015 Plan.

2021 Equity Incentive Plan—In December 2021, the Board of Directors adopted and stockholders approved the 2021 Plan, which became effective in December 2021 in connection with the Company’s initial public offering (“IPO”). The total number of shares of the Company’s Class A common stock reserved for future grants as of August 3, 2024 includes 27,298,676 shares added on the first day of fiscal year 2025 pursuant to the annual automatic evergreen increase provision of the 2021 Plan.

Options—A summary of the stock options activity under the 2015 Plan during the six months ended August 3, 2024 is presented below (the number of options represents shares of common stock exercisable in respect thereof):

(1)Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s Class A common stock for each period end presented, multiplied by the number of stock options outstanding or exercisable as of each period end presented.

The intrinsic value of stock options exercised was $11.1 million and $7.0 million during the six months ended August 3, 2024 and July 29, 2023, respectively.

As of August 3, 2024, unrecognized stock-based compensation expense related to outstanding unvested stock options for employees that are expected to vest was approximately $0.6 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately 0.1 years.

RSUs—RSUs granted prior to the IPO had both a service condition and a performance condition (defined under the 2015 Plan as the occurrence of a qualifying liquidity event, which was defined as the earlier of a successful IPO or acquisition). Stock-based compensation expense was only recognized for RSUs for which both the service condition and performance condition have been met. The service condition for these awards is generally satisfied over four years. The performance condition was satisfied upon the IPO. Prior to the IPO, the Company did not record expense on RSUs as a liquidity event upon which vesting is contingent was not probable of occurring. Following the closing of the IPO in December 2021, the Company began recording stock-based compensation expense for these RSUs using the accelerated attribution method, based on the grant-date fair value of the RSUs. RSUs granted after the IPO only have a service condition, and the related stock-based compensation expense is recognized on a straight-line basis over the requisite service period. The service condition for these awards is generally satisfied over four years for RSUs granted through fiscal year 2023 and either three orfour years for RSUs granted after fiscal year 2023.

A summary of the RSUs activity under the 2015 Plan and 2021 Plan during the six months ended August 3, 2024 is presented below:

As of August 3, 2024, unrecognized stock-based compensation expense related to outstanding unvested RSUs for employees that are expected to vest was approximately $574.3 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately 1.3 years.

2021 Employee Stock Purchase Plan—In December 2021, the Board of Directors adopted and stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective in December 2021 in connection with the IPO. The total number of shares of the Company’s Class A common stock reserved for future issuance as of August 3, 2024 includes 5,459,735 shares added on the first day of fiscal year 2025 pursuant to the annual automatic evergreen increase provision of the 2021 ESPP.

The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85% of the lower of the fair market value of a share of the Company’s Class A common stock on the enrollment date or on the exercise date. The enrollment date means the first trading day of each offering period, and the exercise date means the last trading day of each purchase period. Offering periods are generally 12 months long, commencing on the first trading day on or after June 11 and December 11 of each year and terminating on the last trading day on or before June 10 and December 10 of each year. Purchase periods are generallysix months long, commencing on the first trading day after one exercise date and ending with the next exercise date.

For the six months ended August 3, 2024 and July 29, 2023,616,193 and 1,152,816 shares of Class A common stock were purchased under the 2021 ESPP, resulting in net cash proceeds of $16.1 million and $13.0 million, respectively.

As of August 3, 2024, unrecognized stock-based compensation expense related to the 2021 ESPP was approximately $7.1 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately 0.6 years.

Employee Stock Purchase Plan Valuation—The Company estimates the fair value of shares to be issued under the 2021 ESPP using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which greatly affect fair value. The weighted-average assumptions used to estimate the fair value of shares to be issued under the 2021 ESPP were as follows:

Expected volatility—The expected volatility for the six months ended August 3, 2024 and July 29, 2023 was based on the historical volatility of the Company.

Expected term (years)—The expected term is approximately 0.5 years for the first purchase period and approximately 1.0 year for the second purchase period.

Risk-free interest rate—The risk-free interest rate assumption is based on observed U.S. Treasury yield curve interest rates in effect at the time of grant appropriate for the expected term of the stock-based award.

Expected dividend yield—Because the Company has never paid and has no current intention to pay cash dividends on its common stock, the expected dividend yield iszero.

Stock-Based Compensation Expense—Stock-based compensation expense, by grant type, was as follows (in thousands):

Stock-based compensation expense included in the following line items of the Company’s condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):

11. Income Taxes

The Company had an effective tax rate of (2.1%) and (0.7%) for the three months ended August 3, 2024 and July 29, 2023, respectively, and (1.4%) and (1.1%) for the six months ended August 3, 2024 and July 29, 2023, respectively. The Company’s provision for income taxes was $1.0 million and $0.4 million for the three months ended August 3, 2024 and July 29, 2023, respectively, and $1.4 million and $1.4 million for the six months ended August 3, 2024 and July 29, 2023, respectively. The Company has incurred U.S. operating losses and has minimal profits in foreign jurisdictions.

The Company computes its tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income from recurring operations and adjusting for discrete tax items arising in that quarter.

As of August 3, 2024 and February 3, 2024, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was not more likely than not that the net deferred tax assets were fully realizable for U.S. federal and state tax purposes. Accordingly, the Company established a full valuation allowance against its deferred tax assets for U.S. federal and state tax purposes. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance for U.S. federal and state tax purposes.

The unrecognized tax benefits as of August 3, 2024, if recognized, wouldnot affect the effective income tax rate due to the valuation allowance that currently offsets the deferred tax assets.

During the six months ended August 3, 2024, there were no material changes to the total amount of unrecognized tax benefits and the Company doesnot expect any significant changes in the next 12 months.

The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The statute of limitations is generally open for all fiscal years after fiscal year 2021, during which the Company is subject to examination by U.S. federal, state, and foreign authorities, where applicable.

12. Net Loss Per Share, Basic and Diluted

For purposes of calculating net loss per share, the Company continues to use the two-class method. As Class A, Class B, and Class C common stock have identical liquidation and dividend rights, the undistributed earnings are allocated on a proportionate basis to each class of common stock. As a result, the basic and diluted net loss per share attributable to common stockholders are the same for all classes of the Company’s common stock, on both an individual and combined basis, and therefore are presented together.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data):

The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been antidilutive:

13. Segment Information

The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company derives its subscription revenue from customers that leverage the Company’s Connected Operations Cloud, which consists of a data platform and set of applications to consolidate data from their physical operations into a single, integrated solution. Amounts derived from subscription and other revenue are summarized in Note 7, “Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations.”

Revenue by Geographic Area

The following table presents the Company’s revenue disaggregated by geography, based on the location of the Company’s customers (in thousands):

(1)No individual country other than the United States exceeded 10% of the Company’s total revenue for any period presented.

Long-Lived Assets, Net, by Geographic Area

The following table presents the Company’s long-lived assets, net, disaggregated by geography, which consist of property and equipment, net, and operating lease ROU assets (in thousands):

(1)No individual country other than the United States exceeded 10% of the Company’s total long-lived assets, net, for any period presented.