Ouster, Inc 8-K/A, filed Jul 12, 2021
Ouster, Inc. (OUST)
About this 8-K/A
Ouster, Inc filed this 8-K/A on July 12, 2021, reporting on events of March 10, 2021.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 12, 2021 (March 10, 2021)
Ouster, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39463 | 86-2528989 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
350 Treat Avenue
San Francisco, California 94110
(Address of principal executive offices) (Zip Code)
(415) 949-0108
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange | ||
| Common stock, $0.0001 par value per share | OUST | New York Stock Exchange | ||
| Warrants to purchase common stock | OUST WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INTRODUCTORY NOTE
Ouster, Inc., a Delaware corporation (the “Company”) (f/k/a Colonnade Acquisition Corp. (“CLA”)), filed a Current Report on Form 8-K on March 15, 2021, as amended by Amendment No. 1 on Form 8-K/A filed on March 15, 2021 (together, the “Original 8-K”), to report, among other events, the closing of the transactions contemplated by the Merger Agreement between CLA, Ouster Technologies, Inc. (“OTI”) and Beam Merger Sub, Inc. (“Merger Sub”), pursuant to which CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the “Merger”), and related matters under Items 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.06, 8.01, and 9.01 of Form 8-K. The Company is filing this Amendment No. 2 on Form 8-K/A (this “Amendment”) in order to provide restated unaudited pro forma condensed combined financial information of CLA and OTI for the year ended December 31, 2020, as further described below.
As previously reported in the Form 8-K filed by the Company on May 14, 2021, on April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement discussed certain features of warrants commonly issued in SPAC transactions and stated that warrants with such features should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings, as opposed to equity.
On May 13, 2021, the Company’s Audit Committee of the Board of Directors, after discussion with management of the Company and based on management’s consultation with Marcum LLP, CLA’s independent registered public accounting firm prior to the Merger, and its legal advisors, concluded that CLA’s previously issued consolidated financial statements as of December 31, 2020 and for the period from June 4, 2020 to December 31, 2020 included in CLA’s Annual Report on Form 10-K for the year ended December 31, 2020 should be restated to reflect the impact of the SEC Statement and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications describing CLA’s financial results for the year ended December 31, 2020 should no longer be relied upon.
On June 30, 2021, the Company filed an amendment to CLA’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 9, 2021 (the “Form 10-K/A”) reflecting this restatement. The adjustments to the financial statement items for the affected periods are set forth through expanded disclosure in the financial statements included in the Form 10-K/A, including further describing the restatement and its impact on previously reported amounts.
After consideration of the guidance in the SEC Statement, while the terms of the private placement warrants (“Private Warrants”) and public warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) recorded in the Company’s financial statements have not changed, the Company concluded the Private Warrants should have been classified as a liability under Accounting Standards Codification 815 in the unaudited pro forma condensed combined financial information of CLA and OTI included in the Original 8-K and it must amend the accounting treatment of the Private Warrants recorded in unaudited pro forma condensed combined financial information of CLA and OTI included in the Original 8-K. The warrant agreement providing the terms of the Warrants is attached as Exhibit 4.1 to this Amendment.
The Original 8-K is amended by this Amendment solely to file the amended unaudited pro forma condensed combined financial information of CLA and OTI as of and for the year ended December 31, 2020 as Exhibit 99.2, to file amended audited financial statements of Ouster, Inc. (Old Ouster) as of and for the years ended December 31, 2020 and 2019 (amended to give effect to the reverse recapitalization, as further described in Note 1 to the consolidated financial statements) and to file the Company’s Amended and Restated 2015 Stock Plan and the Form of Subscription Agreement, dated December 21, 2020, by and between the Company and the subscriber party thereto as Exhibit 10.9 and Exhibit 10.10, respectively. Accordingly, the Original 8-K is hereby amended solely to amend and restate Item 9.01 and does not amend any other item of the Original 8-K or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original 8-K. The information previously reported in or filed with the Original 8-K is hereby incorporated by reference to this Amendment. Capitalized terms used but not defined herein have the meanings given to such terms in the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Old Ouster as of and for the years ended December 31, 2020 and 2019 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of CLA and Old Ouster as of and for the year ended December 31, 2020 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
(d) Exhibits.
| † | The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. |
| + | Indicates a management contract or compensatory plan. |
| # | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10). |
| * | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ouster, Inc. | ||||||
| Date: July 12, 2021 | By: | /s/ Anna Brunelle | ||||
| Name: | Anna Brunelle | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Ouster, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ouster, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, of changes in redeemable convertible preferred stock and stockholders’ deficit and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 12, 2021, except for the effects of the reverse recapitalization discussed in Note 1 to the consolidated financial statements, as to which the date is July 12, 2021
We have served as the Company’s auditor since 2019.
1
OUSTER, INC.
(in thousands, except share and per share data)
| December 31, | ||||||||
| 2019 | 2020 | |||||||
| Assets |
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| Current assets: |
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| Cash and cash equivalents |
$ | 16,848 | $ | 11,362 | ||||
| Restricted cash, current |
276 | 276 | ||||||
| Accounts receivable, net |
937 | 2,327 | ||||||
| Inventory, net |
2,468 | 4,817 | ||||||
| Prepaid expenses and other current assets |
967 | 2,441 | ||||||
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| Total current assets |
21,496 | 21,223 | ||||||
| Property and equipment, net |
10,533 | 9,731 | ||||||
| Operating lease, right-of-use assets |
6,549 | 11,071 | ||||||
| Restricted cash, non-current |
1,281 | 1,004 | ||||||
| Other non-current assets |
— | 3,385 | ||||||
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| Total assets |
$ | 39,859 | $ | 46,414 | ||||
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| Liabilities, redeemable convertible preferred stock and stockholders’ deficit |
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| Current liabilities: |
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| Accounts payable |
$ | 3,298 | $ | 6,894 | ||||
| Accrued and other current liabilities |
5,723 | 4,121 | ||||||
| Short-term debt |
— | 7,130 | ||||||
| Operating lease liability, current portion |
1,924 | 2,772 | ||||||
| Convertible notes, current portion (at December 31, 2019 related party $8,000) |
29,420 | — | ||||||
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| Total current liabilities |
40,365 | 20,917 | ||||||
| Long-term debt |
9,729 | — | ||||||
| Convertible notes, non-current (at December 31, 2019 related party $3,750) |
42,696 | — | ||||||
| Operating lease liability, long-term portion |
7,318 | 11,908 | ||||||
| Redeemable convertible preferred stock warrant liability |
— | 49,293 | ||||||
| Other non-current liabilities |
54 | 978 | ||||||
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| Total liabilities |
100,162 | 83,096 | ||||||
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| Commitments and contingencies (Note 9) |
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| Redeemable convertible preferred stock, $0.00001 par value per share; 4,421,633 and 131,411,372 shares authorized at December 31, 2019 and 2020; 4,384,348 and 88,434,754 shares issued and outstanding at December 31, 2019 and 2020, respectively (aggregate liquidation preference of $40,272 and $41,791 at December 31, 2019 and 2020, respectively) |
40,016 | 39,225 | ||||||
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| Stockholders’ deficit: |
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| Common stock, $0.00001 par value; 14,063,768 and 210,956,516 shares authorized at December 31, 2019 and December 31, 2020, respectively; 7,902,406 and 33,327,294 issued and outstanding at December 31, 2019 and December 31, 2020, respectively |
— | — | ||||||
| Additional paid-in capital |
2,320 | 133,468 | ||||||
| Notes receivable from stockholders |
(44 | ) | — | |||||
| Accumulated deficit |
(102,595 | ) | (209,375 | ) | ||||
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| Total stockholders’ deficit |
(100,319 | ) | (75,907 | ) | ||||
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| Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit |
$ | 39,859 | $ | 46,414 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
2
OUSTER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share data)
| Year Ended December 31, | ||||||||
| 2019 | 2020 | |||||||
| Revenue |
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| Product revenue |
$ | 9,804 | $ | 16,886 | ||||
| Service revenue |
1,609 | 2,018 | ||||||
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| Total revenue |
11,413 | 18,904 | ||||||
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| Cost of revenue |
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| Cost of product |
17,120 | 17,365 | ||||||
| Cost of services |
308 | 26 | ||||||
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| Total cost of revenue |
17,428 | 17,391 | ||||||
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| Gross (loss) profit |
(6,015 | ) | 1,513 | |||||
| Operating expenses: |
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| Research and development |
23,297 | 23,317 | ||||||
| Sales and marketing |
4,505 | 8,998 | ||||||
| General and administrative |
14,546 | 20,960 | ||||||
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| Total operating expenses |
42,348 | 53,275 | ||||||
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| Loss from operations |
(48,363 | ) | (51,762 | ) | ||||
| Other (expense) income: |
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| Interest income |
278 | 24 | ||||||
| Interest expense |
(3,582 | ) | (2,517 | ) | ||||
| Other income (expense), net |
7 | (52,150 | ) | |||||
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| Total other expense, net |
(3,297 | ) | (54,643 | ) | ||||
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| Loss before income taxes |
(51,660 | ) | (106,405 | ) | ||||
| Provision for income tax expense |
1 | 375 | ||||||
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| Net loss and comprehensive loss |
$ | (51,661 | ) | $ | (106,780 | ) | ||
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| Net loss per common share, basic and diluted |
$ | (6.99 | ) | $ | (5.98 | ) | ||
| Weighted-average shares used to compute basic and diluted net loss per share |
7,390,456 | 17,858,976 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
3
OUSTER, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(in thousands, except share data)
| Redeemable Convertible Preferred Stock |
Common Stock | Additional Paid-in- |
Notes receivable from |
Accumulated | Total Stockholders’ |
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| Shares | Amount | Shares | Amount | Capital | stockholders | Deficit | Deficit | |||||||||||||||||||||||||
| Balance — January 1, 2019 |
4,384,348 | $ | 40,016 | 7,890,521 | $ | — | $ | 897 | $ | — | $ | (51,133 | ) | $ | (50,236 | ) | ||||||||||||||||
| Cumulative-effect adjustment from adoption of ASC 842 (Note 2) |
— | — | — | — | — | — | 199 | 199 | ||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock |
— | — | 8,545 | — | 51 | — | — | 51 | ||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock awards |
— | — | 3,340 | — | 28 | — | — | 28 | ||||||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | — | 1,293 | — | — | 1,293 | ||||||||||||||||||||||||
| Issuance of notes to stockholders |
— | — | — | — | — | (44 | ) | — | (44 | ) | ||||||||||||||||||||||
| Vesting of early exercised stock options |
— | — | — | — | 51 | — | — | 51 | ||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | — | (51,661 | ) | (51,661 | ) | ||||||||||||||||||||||
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| Balance — December 31, 2019 |
4,384,348 | $ | 40,016 | 7,902,407 | $ | — | $ | 2,320 | $ | (44 | ) | $ | (102,595 | ) | $ | (100,319 | ) | |||||||||||||||
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| Issuance of common stock upon exercise of stock options |
— | — | 12,221,363 | — | 379 | — | — | 379 | ||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock awards |
— | — | 1,617,264 | — | 6 | — | — | 6 | ||||||||||||||||||||||||
| Issuance of redeemable convertible preferred stock, net of discount and issuance cost |
88,434,754 | 39,225 | — | — | — | — | — | — | ||||||||||||||||||||||||
| Conversion of redeemable convertible preferred stock to common stock |
(4,384,348 | ) | (40,016 | ) | 4,384,348 | — | 40,016 | — | — | 40,016 | ||||||||||||||||||||||
| Conversion of convertible notes to common stock |
— | — | 7,201,912 | — | 78,311 | — | — | 78,311 | ||||||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | — | 12,057 | — | — | 12,057 | ||||||||||||||||||||||||
| Reclassification of a note receivable from a stockholder |
— | — | — | — | — | 44 | — | 44 | ||||||||||||||||||||||||
| Vesting of early exercised stock options |
— | — | — | — | 379 | — | — | 379 | ||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | — | (106,780 | ) | (106,780 | ) | ||||||||||||||||||||||
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| Balance — December 31, 2020 |
88,434,754 | $ | 39,225 | 33,327,294 | $ | — | $ | 133,468 | $ | — | $ | (209,375 | ) | $ | (75,907 | ) | ||||||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements
4
OUSTER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For The Years Ended December 31, |
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| 2019 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss |
$ | (51,661 | ) | $ | (106,780 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Depreciation and amortization |
2,032 | 3,718 | ||||||
| Stock-based compensation |
1,235 | 12,057 | ||||||
| Services exchanged for common stock |
28 | — | ||||||
| Change in right-of-use asset |
1,291 | 1,887 | ||||||
| Interest expense on convertible debt |
2,446 | 1,030 | ||||||
| Amortization of debt issuance costs and debt discount |
344 | 258 | ||||||
| Change in fair value of warrant liability |
6 | 48,440 | ||||||
| Change in fair value of derivative liability |
— | 5,308 | ||||||
| Gain on extinguishment of tranche right liability |
— | (1,610 | ) | |||||
| Inventory obsolescence impairment |
4,764 | 797 | ||||||
| Write-off of property and equipment |
555 | — | ||||||
| Changes in operating assets and liabilities: |
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| Accounts receivable |
(425 | ) | (1,390 | ) | ||||
| Inventory |
(5,380 | ) | (3,146 | ) | ||||
| Prepaid expenses and other assets |
(538 | ) | (1,442 | ) | ||||
| Accounts payable |
2,109 | 144 | ||||||
| Accrued and other liabilities |
2,632 | (417 | ) | |||||
| Operating lease liability |
375 | (971 | ) | |||||
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| Net cash used in operating activities |
(40,187 | ) | (42,117 | ) | ||||
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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| Purchases of property and equipment |
(7,494 | ) | (3,509 | ) | ||||
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| Net cash used in investing activities |
(7,494 | ) | (3,509 | ) | ||||
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Proceeds from issuance of convertible notes |
40,498 | — | ||||||
| Proceeds from issuance of debt |
10,000 | — | ||||||
| Repayment of debt |
— | (3,000 | ) | |||||
| Proceeds from exercise of stock options |
7 | 1,337 | ||||||
| Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost of $265 |
— | 41,526 | ||||||
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| Net cash provided by financing activities |
50,505 | 39,863 | ||||||
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| Net increase (decrease) in cash, cash equivalents and restricted cash |
2,824 | (5,763 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period |
15,581 | 18,405 | ||||||
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| Cash, cash equivalents and restricted cash at end of period |
$ | 18,405 | $ | 12,642 | ||||
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| SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES: |
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| Cash paid for interest |
$ | 792 | $ | 1,228 | ||||
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| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: |
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| Property and equipment purchases included in accounts payable and accrued liabilities |
$ | 825 | $ | 232 | ||||
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| Right-of-use assets obtained in exchange for operating lease liability |
$ | 3,939 | $ | 6,409 | ||||
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| Issuance of common stock pursuant to the conversion of convertible notes and accrued interest |
$ | — | $ | 78,311 | ||||
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| Conversion of redeemable convertible preferred stock to common stock |
$ | — | $ | 40,016 | ||||
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| Deferred transaction costs not yet paid |
$ | — | $ | 3,373 | ||||
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| Issuance of warrants per loan agreement amendment |
$ | 53 | $ | — | ||||
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| Issuance of common stock on exercise of stock options with notes receivable from stockholders |
$ | 44 | $ | — | ||||
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| Reclassification of common stock on exercise of stock options with notes receivable from stockholders |
$ | — | $ | 44 | ||||
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Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets as of December 31,
| 2019 | 2020 | |||||||
| Cash and cash equivalents |
$ | 16,848 | $ | 11,362 | ||||
| Restricted cash, current |
276 | 276 | ||||||
| Restricted cash, non-current |
1,281 | 1,004 | ||||||
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| Total cash, cash equivalents and restricted cash |
$ | 18,405 | $ | 12,642 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
5
OUSTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of Business and Basis of Presentation
Description of Business
Ouster, Inc (the “Company”) was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of December 31, 2020, the Company had an accumulated deficit of approximately $209.4 million. The Company has historically financed its operations primarily through the sale of convertible notes, equity securities, proceeds from debt and, to a lesser extent, cash received from sales. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company may need to raise additional capital in the future. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending should additional capital not become available could have a material adverse effect on the Company’s ability to achieve its business objectives. The Company has concluded that its cash and cash equivalents as of December 31, 2020 together with the $260 million proceeds from the Merger and related transactions (discussed below) are sufficient for the Company to continue as a going concern for at least one year from the date these financial statements are available for issuance.
Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc.
On December 21, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Colonnade Acquisition Corp., a Cayman Islands exempted company (“CLA”), and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. The Company’s board of directors unanimously approved the Company’s entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” (CLA after such domestication and the other transactions contemplated by the Merger Agreement being referred to as “Ouster PubCo”) and (ii) Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger and renamed “Ouster Technologies, Inc.”
As a result of and upon the closing of the transactions contemplated by the Merger Agreement, all outstanding shares of the Company’s capital stock (after giving effect to the exercise in full or termination of all outstanding warrants to purchase the Company’s capital stock in accordance with their terms immediately prior to the effective time of the Merger) as of immediately prior to the effective time of the Merger, and, together with shares of the Company’s common stock reserved in respect of all outstanding options to purchase shares of the
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Company’s common stock and all restricted shares of the Company’s common stock outstanding immediately prior to the Merger (collectively, the “Company Awards”), were cancelled in exchange for the right to receive, or the reservation of, shares of Ouster PubCo common stock (at a deemed value of $10.00 per share) or, as applicable, shares underlying awards based on Ouster PubCo common stock, representing a fully-diluted pre-transaction equity value of the Company of $1.5 billion per the Merger Agreement.
The Merger was accounted for as a reverse recapitalization under generally accepted accounting principles (“GAAP”). Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Ouster Technologies, Inc. (“OTI”) stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement.
Note 2 – Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, allowances for inventory valuation, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.
Due to the novel coronavirus (“COVID-19”) pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstances that would require an update to estimates, judgments or assumptions or a revision to the carrying value of the Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained.
Impact of the COVID-19 Pandemic
The Company has been actively monitoring the COVID-19 situation and its impact on the business. In response to the pandemic, numerous state and local jurisdictions have imposed “shelter-in-place” orders, quarantines and other restrictions. In the United States, governmental authorities have recommended, and in certain cases required, that elective, specialty and other procedures and appointments, be suspended or canceled. Similarly, in March and December 2020, the governor of California, where the Company’s headquarters are located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at the Company’s headquarters (including its manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations. These orders and restrictions have significantly decreased the number of procedures performed using the Company’s products and otherwise negatively impacted sales and operations.
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The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets.
Foreign Currencies
The functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, non-U.S. dollar denominated monetary assets and liabilities are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are recorded at historical rates, and revenue and expenses are recorded at average exchange rates in effect during each reporting period. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.
Net loss per common share
The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.
Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.
The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2019 and 2020.
Comprehensive Loss
Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive loss. Therefore, net loss equals comprehensive loss for all periods presented and, accordingly, the Consolidated Statements of Comprehensive Loss is not presented in a separate statement.
Segment Information
The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. 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.
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Revenue Recognition
Effective January 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers and the related amendments (collectively, ASC 606) using the modified retrospective method. ASC 606 was applied to all uncompleted contracts as of the date of adoption. Revenue recognition under the new standard did not have a material impact on the consolidated balance sheet, consolidated statement of operations and comprehensive loss, or consolidated statement of cash flows. There was no cumulative impact of the adoption of ASC 606 for all contracts not completed as of the date of initial application.
In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of this standard, the Company performs the following five steps:
1) Identify the contract with a customer
The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts under ASC 606. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services.
3) Determine the transaction price
The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price.
4) Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In 2020 and 2019 the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations.
5) Recognize revenue when or as the Company satisfies a performance obligation
Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in
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exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition.
Nature of Products and Services and Revenue Recognition
The majority of the Company’s revenue comes from product sales of lidar sensor kits to customers. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically three months or less. Revenue from sale of lidar sensor kits, which are recognized at a point in time, was approximately $9.8 million and $16.9 million in 2019 and 2020, respectively.
The Company’s services revenue consists primarily of various lidar product development and validation services. These development arrangements include various combinations of products and services. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For these service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred to the customer as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. Revenue from services in development arrangements that were recognized over time was approximately $1.6 million and $2.0 million in 2019 and 2020, respectively.
Arrangements with Multiple Performance Obligations
When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers.
The Company provides standard product warranties for a term of typically one year to ensure that its lidar sensors comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations.
Costs to obtain a contract
The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The expense for the year ended December 31, 2020 was $0.3 million. No commission plan was in place and no expense was recognized for 2019.
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Right of return
The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances up to six months after purchase. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2019 and 2020. Actual returns in subsequent periods have been consistent with estimated amounts.
Remaining performance obligations
Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The deferred revenue balance represents the remaining performance obligations for contracts with an original duration of greater than one year. For the years ended December 31, 2019 and 2020 the Company recognized less than $0.1 million and $0.5 million of revenue that was deferred as of December 31, 2018 and 2019, respectively. All of the deferred revenue balance at December 31, 2020 is expected to be recognized over the next year.
Significant financing component
In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers.
Contract modifications
The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the additional products or services as part of the existing contract primarily on a prospective basis.
Judgments and estimates
Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to- cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.
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Deferred revenue
Deferred revenue primarily represents contract liabilities for the Company’s obligation to transfer products or services to customers for which the Company has received consideration but has not fulfilled its performance obligations as of the balance sheet date. The Company included deferred revenue within accrued and other current liabilities on the consolidated balance sheets. Deferred revenue was $0.5 million and less than $0.1 million as of December 31, 2019 and 2020, respectively, relating primarily to the development and validation services.
The Company had no contract assets as of December 31, 2019 or 2020.
Disaggregation of Revenues
The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):
| Year ended December 31, |
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| 2019 | 2020 | |||||||
| United States |
$ | 7,035 | $ | 8,328 | ||||
| Americas, excluding United States |
361 | 436 | ||||||
| Europe, Middle East and Africa |
2,368 | 5,870 | ||||||
| Asia and Pacific |
1,649 | 4,270 | ||||||
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| Total |
$ | 11,413 | $ | 18,904 | ||||
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Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash deposited with banks and a money market account.
Restricted Cash
Restricted cash consists of certificates of deposit held by a bank as security for outstanding letters of credit. The Company had a restricted cash balance of $1.6 million and $1.3 million as of December 31, 2019 and 2020, respectively, which has been excluded from the Company’s cash and cash equivalents balances. The Company presented $0.3 million of the total amount of restricted cash within current assets on the consolidated balance sheets as of December 31, 2019 and 2020. The remaining restricted cash balance of $1.3 million and $1.0 million is included in non-current assets on the consolidated balance sheets as of December 31, 2019 and 2020, respectively. In connection with the Silicon Valley Bank loan and security agreement, the Company is required to maintain a cash collateral bank account as a lockbox for depositing customer payments to the extent there are any outstanding borrowings. At December 31, 2020, the cash collateral bank account had $0 balance and there were no outstanding borrowings (refer to Note 6).
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, the Company considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
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Changes in the Company’s allowance for doubtful accounts were as follows (in thousands):
| Year Ended December 31, 2019 |
Year Ended December 31, 2020 |
|||||||
| Beginning balance |
$ | — | $ | 117 | ||||
| Provisions |
169 | 67 | ||||||
| Uncollectible accounts written off, net of recoveries |
(52 | ) | (56 | ) | ||||
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|
|
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| Ending balance |
$ | 117 | $ | 128 | ||||
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Inventory
Inventory consists principally of raw materials, work-in-process, and finished goods and is stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on purchase commitments, production needed to fulfil the warranty obligations, consideration of product marketability and product development plans, historical revenue and assumptions about future demand and market conditions. Changes in the Company’s allowance for excess and obsolete inventory were as follows (in thousands):
| Year Ended December 31, 2019 |
Year Ended December 31, 2020 |
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| Beginning balance |
$ | 1,676 | $ | 6,440 | ||||
| Charged to cost of revenue |
8,875 | 797 | ||||||
| Direct write off |
(4,111 | ) | (4,538 | ) | ||||
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| Ending balance |
$ | 6,440 | $ | 2,699 | ||||
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Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 4).
Impairment of Long-Lived Assets
The Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no triggering events identified because of COVID-19. The Company has not identified any such impairment losses to date.
Redeemable Convertible Preferred Stock
The Company records redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because while it is not mandatorily redeemable, in the event of certain events considered not solely within
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the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock will become redeemable at the option of the holders of such shares. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to the liquidation preferences of such shares because it is not probable that a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock.
Series A Redeemable Convertible Preferred Stock Warrant Liability
The Company’s redeemable convertible preferred stock warrants are accounted for as a liability as the underlying redeemable convertible preferred stock is contingently redeemable and may obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event. The warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise or expiration of the redeemable convertible preferred stock warrants, occurrence of a deemed liquidation event or conversion of redeemable convertible preferred stock into common stock.
If all outstanding shares of the series of redeemable convertible preferred stock for which the redeemable convertible preferred stock warrants are exercisable are converted to shares of common stock or any other security in connection with a qualified initial public offering (a “Qualified IPO”) or otherwise, then thereafter (a) the redeemable convertible preferred stock warrants shall become exercisable for such number of shares of common stock or such other security as is equal to the number of shares of common stock or such other security that each share of redeemable convertible preferred stock was converted into, multiplied by the number of shares subject to the redeemable convertible preferred stock warrants immediately prior to such conversion, and (b) the exercise price of the redeemable convertible preferred stock warrants shall automatically be adjusted to equal to the number obtained by dividing (1) the aggregate exercise price for which the redeemable convertible preferred stock warrants were exercisable immediately prior to such conversion by (2) the number of shares of common stock or such other security for which the redeemable convertible preferred stock warrants are exercisable immediately after such conversion. A Qualified IPO is defined as the Company’s first sale of common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, at a per share public offering price (prior to underwriter commissions and expenses) of at least $33.9474 (as adjusted for stock splits, combinations, dividends and the like) and that results in aggregate gross cash proceeds to the Company of an amount equal to or greater than $75.0 million (net of underwriting discounts, commissions and expenses). The company will re-evaluate the classification of the warrants upon modification into common stock warrants.
Concentrations of credit risk
Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the United States and at times cash balances may be in excess of federal insurance limits. The Company generally does not require collateral or other security deposits for accounts receivable.
To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.
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Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:
| December 31, 2019 |
December 31, 2020 |
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| Customer A |
10 | % | * | |||||
| Customer B |
21 | % | * | |||||
| Customer C |
* | 13 | % | |||||
| Customer D |
* | 23 | % | |||||
* Customer accounted for less than 10% of total accounts receivable in the period.
Revenue from customer E accounted for approximately 22% and 11% of total revenue during the years ended December 31, 2019 and 2020, respectively.
Concentrations of supplier risk
One supplier accounted for approximately 12% of total purchases during the year ended December 31, 2019 and there were no suppliers that accounted for more than 10% of total accounts payable balance as of December 31, 2019. One supplier accounted for approximately 15% of total purchases during the year ended December 31, 2020 and accounted for 23% of total accounts payable balance as of December 31, 2020.
Research and development
Expenditures incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred. Research and development costs include, but are not limited to payroll and personnel expenses, laboratory supplies, prototype materials consumed during product development and the inventory materials consumed during pilot manufacturing runs, and consulting costs.
Deferred transaction costs
The Company capitalizes certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the merger with Colonnade Acquisition Corp, until such financings are consummated. After consummation of the equity financing, these costs will be recorded as a reduction of the proceeds received as a result of the equity financing. In the event that a planned equity financing does not occur or is significantly delayed, all related deferred offering costs are expensed immediately within the Company’s consolidated statements of operations and comprehensive loss. The Company capitalized $3.4 million of costs related to the merger with Colonnade Acquisition Corp. at December 31, 2020 and $0 at December 31, 2019 (included in other non-current assets in the consolidated balance sheets).
Stock-based compensation
The Company measures and recognizes stock-based compensation expense for stock-based awards granted to employees, directors, and consultants over the requisite service periods based on the estimated grant date fair value, which for options is using the Black-Scholes-Merton option pricing model using the following variables:
| • | Common Stock Valuation – The fair value of the shares of common stock underlying the Company’s stock-based awards has historically been determined by management and approved by the Board of Directors. Because there has been no public market for the Company’s common stock, the Board of Directors has determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors, including contemporaneous valuations performed by an unrelated third-party specialist, valuations of comparable public companies, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific |
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| economic outlook. Valuations performed by the third-party valuation specialist used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA” Accounting and Valuation Guide). In relation to options, the Board intends all options granted to be exercisable at a price per share not less than the per share fair value of the common stock underlying those options on the date of grant. |
| • | Expected Term – The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the options. |
| • | Expected Volatility – Since the Company’s shares are not publicly traded, expected volatility is based on the historical volatility for the period commensurate with the expected term of the awards for a peer group of comparable companies with publicly traded shares. |
| • | Expected Dividends – The Company does not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is 0%. |
| • | Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. |
The fair values of the restricted stock awards were determined based on the fair value of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense over the requisite service period. Forfeitures are accounted for as they occur. The Company’s policy for issuing stock upon stock option exercise is to issue new common stock.
Employee loan notes for purchase of common stock
Certain executives and employees of the Company exercised stock options early or purchased stock in exchange for promissory notes. These notes were secured by the underlying shares purchased (the notes are 50% recourse and 50% non-recourse) and the Company has the right to repurchase such unvested shares upon employee termination at the original issuance price. The Company has accounted for the notes as non-recourse in their entirety and has not recorded the notes in the consolidated financial statements as the Company did not consider the recourse rights to be substantive.
Income taxes
Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (NOL) and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as each of December 31, 2019 and 2020.
The Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of the related appeals or litigation processes, if any. The Company classifies any liabilities for unrecognized tax benefits as current to the extent that the Company anticipates payment of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASC 842, Leases, a new standard requiring lessees to recognize operating and finance lease liabilities on the balance sheet, as well as corresponding right-of-use (“ROU”) assets. This standard
16
also made some changes to lessor accounting and aligns key aspects of the lessor accounting model with the revenue recognition standard. In addition, disclosures are required to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASC 842 requires adoption using the modified retrospective approach, with the option of applying the requirements of the standard either i) retrospectively to each prior comparative reporting period presented, or ii) retrospectively at the beginning of the period of adoption. The new standard also eliminates the previous build-to-suit lease accounting guidance, which results in the derecognition of build-to-suit assets and liabilities that remained on the balance sheet as of the ASC 842 adoption date. The Company adopted ASC 842 on January 1, 2019 on a modified retrospective basis, reflecting an immaterial cumulative effect as an adjustment to retained earnings. The Company elected the permitted practical expedients not to reassess the following related to leases that commenced before the effective date of ASC 842: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected the practical expedient to use hindsight in determining lease term and assessment of impairment of right of use assets.
The new standard also provides certain accounting elections for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means that, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. The Company also elected to not separate lease and nonlease components for its building leases. The nonlease components are generally variable in nature and are expected to represent most of the Company’s variable lease costs. Variable costs are expensed as incurred. The Company determines whether an arrangement is a lease, or contains a lease, at inception.
For the purpose of the adoption of ASC 842, the Company also performed an evaluation of its other contracts with customers and suppliers in accordance with ASC 842 and determined that, except for the leases described in Note 9, “Commitments and Contingencies”, none of the Company’s contracts contain a lease.
In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to align the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. This guidance is effective for the Company for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. The Company adopted this guidance on January 1, 2020, using the modified retrospective approach, with an immaterial impact upon adoption.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 has eliminated, amended, and added disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted this new guidance as of January 1, 2020, which did not have a material impact on its consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements not yet adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL.
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The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The ASU will be effective for fiscal years beginning after December 15, 2022. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for the Company for fiscal years beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the effect of the guidance on its consolidated financial statements and disclosures.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. The new standard is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the guidance on its consolidated financial statements and disclosures.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Subsequently, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which presents amendments to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance in both ASUs is effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company will elect to apply the ASUs as its contracts referenced in London Interbank Offered Rate (“LIBOR”) are impacted by reference rate reform. The Company is currently evaluating the effect of the guidance on its consolidated financial statements and disclosures.
In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2023. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements.
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Note 3. Fair Value of Financial Instruments
The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:
| • | Level I - Quoted prices for identical instruments in active markets. |
| • | Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
| • | Level III - Instruments whose significant value drivers are unobservable. |
The Company’s Level 3 liabilities consist of the redeemable convertible preferred stock warrant liability. The determination of the fair values of warrant liability is discussed in Note 7.
The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):
| December 31, 2019 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets |
||||||||||||||||
| Money market funds |
$ | 15,411 | $ | — | $ | — | $ | 15,411 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total financial assets |
$ | 15,411 | $ | — | $ | — | $ | 15,411 | ||||||||
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|
|
|
|
|
|
|
|||||||||
| Liabilities |
||||||||||||||||
| Redeemable convertible preferred stock warrant liability |
$ | — | $ | — | $ | 162 | $ | 162 | ||||||||
| Derivative liability |
$ | — | $ | — | $ | — | $ | — | ||||||||
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|
|
|
|
|
|
|||||||||
| Total financial liabilities |
$ | — | $ | — | $ | 162 | $ | 162 | ||||||||
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| December 31, 2020 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets |
||||||||||||||||
| Money market funds |
$ | 10,493 | $ | — | $ | — | $ | 10,493 | ||||||||
|
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|
|
|
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|
|
|
|||||||||
| Total financial assets |
$ | 10,493 | $ | — | $ | — | $ | 10,493 | ||||||||
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|
|
|
|
|
|
|
|||||||||
| Liabilities |
||||||||||||||||
| Redeemable convertible preferred stock warrant liability |
$ | — | $ | — | $ | 49,293 | $ | 49,293 | ||||||||
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|
|
|
|
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|
|||||||||
| Total financial liabilities |
$ | — | $ | — | $ | 49,293 | $ | 49,293 | ||||||||
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Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
The fair value of the redeemable convertible preferred stock warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the
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redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 7).
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):
| Redeemable Convertible Preferred Stock Warrant Liability |
Redeemable Convertible Preferred Stock Tranche Liability |
Derivative liability |
||||||||||
| Fair value as of January 1, 2019 |
$ | (115 | ) | $ | — | $ | — | |||||
| Recognition of preferred stock warrant liability upon subsequent issuance of warrants |
(53 | ) | — | — | ||||||||
| Change in the fair value included in other income (expense), net |
6 | — | — | |||||||||
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|
|
|
|
|
|||||||
| Fair value as of December 31, 2019 |
(162 | ) | — | — | ||||||||
| Recognition of preferred stock warrant and tranche liability upon issuance |
(691 | ) | (1,610 | ) | — | |||||||
| Change in the fair value included in other income (expense), net |
(48,440 | ) | — | (5,308 | ) | |||||||
| Extinguishment of derivative liability upon conversion of convertible notes |
5,308 | |||||||||||
| Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net |
— | 1,610 | — | |||||||||
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|
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| Fair value as of December 31, 2020 |
$ | (49,293 | ) | $ | — | $ | — | |||||
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Disclosure of Fair Values
Our financial instruments that are not re-measured at fair value include accounts receivable, accounts payable, accrued and other current liabilities, convertible notes and debt. The carrying values of these financial instruments approximate their fair values.
Note 4. Balance Sheet Components
Cash and Cash Equivalents
The Company’s cash and cash equivalents consist of the following (in thousands):
| December 31, | ||||||||
| 2019 | 2020 | |||||||
| Cash |
$ | 1,361 | $ | 869 | ||||
| Cash equivalents: |
||||||||
| Money market funds |
15,411 | 10,493 | ||||||
| Deposits |
76 | — | ||||||
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| Total cash and cash equivalents |
$ | 16,848 | $ | 11,362 | ||||
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Inventory
Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands):
| December 31, | ||||||||
| 2019 | 2020 | |||||||
| Raw materials |
$ | 637 | $ | 1,376 | ||||
| Work in process |
1,372 | 1,249 | ||||||
| Finished goods |
459 | 2,192 | ||||||
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| Total inventory |
$ | 2,468 | $ | 4,817 | ||||
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Total inventory balance as of December 31, 2019 and 2020 includes a write down of $6.4 million and $2.7 million, respectively, for obsolete, scrap, or returned inventory. During the years ended December 31, 2019 and 2020, $4.7 million and $0.8 million of inventory write offs were charged to cost of revenue and included in the write down balance as of December 31, 2019 and 2020.
Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following (in thousands):
| December 31, | ||||||||
| 2019 | 2020 | |||||||
| Prepaid expenses |
$ | 967 | $ | 900 | ||||
| Security deposit |
— | 20 | ||||||
| Receivable from contract manufacturer |
— | 1,521 | ||||||
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| Total prepaid and other current assets |
$ | 967 | $ | 2,441 | ||||
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Property and Equipment, net
Property and equipment consists of the following (in thousands):
| December 31, | ||||||||||||
| Estimated Useful Life (in years) |
2019 | 2020 | ||||||||||
| Machinery and equipment |
3 | $ | 2,683 | $ | 5,084 | |||||||
| Computer equipment |
3 | 410 | 456 | |||||||||
| Automotive and vehicle hardware |
5 | 93 | 93 | |||||||||
| Software |
3 | 104 | 104 | |||||||||
| Furniture and fixtures |
7 | 721 | 721 | |||||||||
| Leasehold improvements |
Shorter of useful life or lease term | 8,863 | 9,265 | |||||||||
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| 12,874 | 15,723 | |||||||||||
| Less: Accumulated depreciation |
(2,341 | ) | (5,992 | ) | ||||||||
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| Property and equipment, net |
$ | 10,533 | $ | 9,731 | ||||||||
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Depreciation expense associated with property and equipment was $2.0 million and $3.7 million in the years ended December 31, 2019 and 2020, respectively. As of December 31, 2020 the Company had tangible assets of $1.3 million held in Thailand and the remainder were in the U.S. Tangible assets outside the U.S.as of December 31, 2019 were not material.
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Accrued and Other Current Liabilities
Accrued and other current liabilities consist of the following (in thousands):
| December 31, | ||||||||
| 2019 | 2020 | |||||||
| Customer deposits |
1,555 | 71 | ||||||
| Accrued compensation |
1,152 | 1,618 | ||||||
| Uninvoiced receipts |
2,254 | 1,947 | ||||||
| Other |
762 | 485 | ||||||
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|
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| Total accrued and other current liabilities |
$ | 5,723 | $ | 4,121 | ||||
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Note 5. Convertible Notes Payable
2018 Convertible Notes
During the period from August 2018 through April 2019, the Company issued convertible promissory notes to certain Investors (“2018 Investors”), with an aggregate principal amount of $40.3 million (“2018 Convertible Notes”). The Company received consideration of $40.0 million, net of debt issuance costs of $0.3 million. The 2018 Convertible Notes shall be payable anytime on or after two years from the respective issuance dates upon demand of the 2018 Investors holding at least 60% of the outstanding principal of the 2018 Convertible Notes or at the Company’s option with 10 days’ notice to the 2018 Investors, and carry interest at 5% per annum which in addition to the notes is payment in kind. The notes and all accrued but unpaid interest are automatically convertible into shares of the Company’s common stock in the event of qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of at least $5 million) and convertible in the event of non-qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $5 million) or change of control at the option of the majority of 2018 Investors at a conversion price equal to the lesser of (i) $400 million divided by the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control).
All of the 2018 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. The 2018 Convertible Notes consisted of the following (in thousands):
| Year Ended December 31, |
||||||||
| 2019 | 2020 | |||||||
| 2018 Convertible notes, principal |
$ | 40,250 | $ | — | ||||
| Accrued interest |
2,319 | — | ||||||
| Less: unamortized debt issuance cost |
(118 | ) | — | |||||
|
|
|
|
|
|||||
| 2018 Convertible notes, net |
$ | 42,451 | $ | — | ||||
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For the years ended December 31, 2019 and 2020, the Company recognized interest expense of $2.1 million and $0.6 million and amortization of debt discount issuance costs, included in interest expense, of less than $0.1 million and $0.1 million, respectively, related to the 2018 Convertible Notes.
On April 3, 2020, $40.2 million of principal and $2.8 million of accrued interest of the 2018 Notes were converted to 3,005,762 shares of common stock at a conversion price of $14.33 per share. The Notes were converted to common stock outside of the original contract terms. The holders of 2018 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a
22
newly negotiated issuance price to affect the conversion in order to raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria:
| • | The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. |
| • | The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. |
The convertible notes exchange resulted in a gain of approximately $42.5 million, which resulted in a credit to additional paid-in capital as this transaction was with related parties.
2019 Convertible Notes
During the period from September through November 2019, the Company issued convertible promissory notes to certain Investors (“2019 Investors”), with an aggregate principal amount of $29.3 million (“2019 Convertible Notes”).
The Company received consideration of $29.2 million, net of debt issuance costs of $0.1 million. The 2019 Convertible Notes were to be payable anytime on or after September 18, 2021 upon demand by consent of the 2019 Investors holding at least 60% of the outstanding principal of the 2019 Convertible Notes or at the Company’s option with 10 days’ notice to the 2019 Investors, and carry interest at 5% per annum which in addition to the notes is payable at maturity. The 2019 Convertible Notes and all accrued but unpaid interest were automatically convertible into shares of the Company’s common stock in the event of qualified financing and convertible in the event of non-qualified financing (defined with respect to the 2019 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $20 million) or change of control at the option of the majority of 2019 investors at a conversion price determined as the lesser of (i) a ratio of $300 million and the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) 85% of the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control).
2019 Convertible Notes contain embedded features that provide the lenders with multiple settlement alternatives. Certain of these settlement features provide the lenders a right to a fixed number of the Company’s shares upon conversion of the notes (the “conversion option”). Other settlement features provide the lenders the right or the obligation to receive cash or a variable number of shares upon the completion of a capital raising transaction, change of control or default of the Company (the “redemption features”).
The conversion options of the convertible notes do not meet the requirements to be separately accounted for as a derivative liability. However, certain redemption features of the 2019 Convertible Notes meet the requirements for separate accounting and are accounted for as a single, compound derivative instrument. The derivative instrument is recorded at fair value at inception and is subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the statements of operations and comprehensive loss (see Note 3).
On April 3, 2020, $29.3 million of principal and $0.7 million of accrued interest of the 2019 Convertible Notes were converted to 4,196,178 shares of common stock at a conversion price of $7.17 per share. All of the 2019 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. The Notes were converted to common stock outside of the original contract terms. The holders of 2019 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a newly negotiated issuance price to affect the conversion in order to
23
raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria:
| • | The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. |
| • | The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. |
The convertible notes exchange resulted in a gain of approximately $29.3 million, which resulted in a credit to additional paid-in capital as this transaction was with related parties. The outstanding derivative liability in the amount of $5.3 million as of the conversion date of 2019 Notes was extinguished and accounted for as a capital contribution to equity.
The 2019 Convertible Notes consisted of the following (in thousands):
| December 31, 2019 |
December 31, 2020 |
|||||||
| 2019 Convertible notes, principal |
$ | 29,332 | $ | — | ||||
| Accrued interest |
388 | — | ||||||
| Less: unamortized debt discount |
(55 | ) | — | |||||
|
|
|
|
|
|||||
| 2019 Convertible notes, net |
$ | 29,665 | $ | — | ||||
|
|
|
|
|
|||||
For the years ended December 31, 2019 and 2020, the Company recognized interest expense of $0.4 million and $0.4 million, respectively, and amortization of debt discount issuance costs, included in interest expense, of less than $0.1million and $0.1 million, respectively, in relation with the 2019 Convertible Notes.
Note 6. Long-term Debt
Runway Growth Loan Agreement
On November 27, 2018, the Company entered into a Loan and Security Agreement with Runway Growth Credit Fund Inc (“Runway Loan and Security Agreement”). The Runway Loan and Security Agreement provided for loans in an aggregate principal amount up to $10.0 million subject to the Company meeting certain delivery conditions on or before March 31, 2019. Pursuant to the terms of the Runway Loan and Security Agreement, the Company borrowed $10.0 million on March 28, 2019. The loan was intended to mature on May 15, 2021, however, pursuant to the terms of the Runway Loan and Security Agreement allowing for the extension of the maturity date, as the Company received net cash proceeds exceeding $25 million from the issuance of convertible notes, the loan maturity date was extended to November 15, 2021. The loan carries an interest rate equal to LIBOR plus 8.50%, unless LIBOR becomes no longer attainable or ceases to fairly reflect the costs of the lender, in which cash the applicable interest rate shall be Prime Rate plus 6.00%. In an event of default annual interest is increased by 5.0% above the otherwise applicable rate. The loan’s annual effective interest rate was approximately 16.4% for each of the years ended December 31, 2019 and 2020.
At the Company’s election, it may prepay all or a portion of the outstanding loan, provided that the Company will be required to pay a prepayment fee and that loan is prepaid in minimum increments of $1.0 million for each prepayment. In addition, the Company is obligated to pay a final payment equal to 3.5% of the principal amount repaid upon maturity or prepayment.
On March 28, 2019, the Runway Loan and Security Agreement was amended and a condition was added to the loan which required the Company to provide evidence of the receipt of at least $5 million in cash from the issuance of subordinated debt after March 19, 2019, which the Company did through issuance of 2018 Convertible Notes in March 2019.
24
On August 5, 2019, the Runway Loan and Security Agreement was further amended so as to require from the Company evidence of receipt of gross cash proceeds from the equity financings and/or issuance of subordinated debt in the amount of $20 million from August 5, 2019 to September 30, 2019, which the Company did through issuance of 2019 Convertible Notes in September 2019. Furthermore, pursuant to the amendment the Company is required to provide evidence of receipt of additional $30 million in gross cash proceeds from the equity financings and/or issuance of subordinated debt by March 31, 2020. The Company satisfied this requirement through issuance of Series B redeemable convertible preferred stock.
On April 3, 2020, the Runway Loan and Security Agreement was further amended so as to require from the Company evidence of receipt of gross cash proceeds from the equity financings and/or issuance of subordinated debt in the amount of $15 million from April 3, 2020 to April 7, 2020 and another approximately $6.4 million by July 31, 2020. Further, until the Company receives the gross cash proceeds required by the amended Runway Loan and Security Agreement, the Company is required to keep a collateral account in the amount of $4 million in favor of Runway Growth, and Runway Growth is entitled to an observer seat on the Company’s Board of Directors. In addition, the final payment was increased from 3.5% to 5.0% of the principal amount repaid upon maturity or prepayment.
All of the amendments made to the original Runway Loan and Security Agreement were accounted for as debt modifications.
In August 2020, the Company made a partial repayment of the Runway Loan and Security Agreement in the total amount of $3.0 million ahead of the loan repayment schedule.
In conjunction with the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of the Company (4% of original principal amount of $10.0 million, divided by the exercise price), with an exercise price of $11.3518 per share. The fair value of this warrant was estimated to be $0.1 million and accounted for as a debt discount. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of the Company. The aggregate value of the warrants increased by $0.1 million after the warrant modification.
For the years ended December 31, 2019 and 2020, the warrant liability was remeasured to fair value with the reduction recognized as a gain of less than $0.1 million and the increase recognized as a loss of $13.8 million, respectively within other income (expense), net in the consolidated statements of operations and comprehensive loss.
As of December 31, 2019 and 2020, the outstanding principal balance of the loan was $10.0 million and $7.0 million, respectively.
Under the terms of the Runway Loan and Security Agreement, the Company is required to comply with various affirmative and negative debt covenants. The affirmative covenants include meeting reporting requirements, such as monthly financial statements and compliance certificates, annual operating budget and financial projections, annual audited financial statements, annual tax return, and other requirements. The negative covenants contain requirements that restrict the Company and its subsidiaries’ ability to create, incur, assume, or be liable for any indebtedness other than “Permitted Indebtedness”, to engage in mergers or acquisitions, or to effect a change in business, management, ownership, or business locations, and other restrictive requirements. In addition, the financial covenant requires the Company to meet certain equity milestones on specific dates.
As of December 31, 2019 and 2020, the Company was in compliance with all financial covenants per the Runway Loan and Security Agreement. Per the Runway Loan and Security Agreement, the Company was required to provide audited financial statements for the year ended December 31, 2019 to Runway Growth no
25
later than June 28, 2020. On May 31, 2020, the Company received an extension from Runway Growth to extend the deadline by 45 days to August 12, 2020.
As of December 31, 2019 and 2020, the aggregate future payments under the Runway Loan and Security Agreement (including interest payments) are as follows (in thousands):
| December 31, 2019 |
December 31, 2020 |
|||||||
| 2021 |
$ | 10,000 | $ | 7,000 | ||||
| Thereafter |
— | — | ||||||
|
|
|
|
|
|||||
| Total |
10,000 | 7,000 | ||||||
| Less: unamortized debt discount and issuance costs |
(418 | ) | (195 | ) | ||||
| Accrued interest |
147 | 325 | ||||||
|
|
|
|
|
|||||
| Total debt |
9,729 | 7,130 | ||||||
| Classified as current |
— | (7,130 | ) | |||||
|
|
|
|
|
|||||
| Long-term debt |
$ | 9,729 | $ | — | ||||
|
|
|
|
|
|||||
Silicon Valley Bank Loan and Security Agreement
On November 27, 2018, the Company entered into a Loan and Security Agreement (“LSA”) with Silicon Valley Bank (“SVB”). The LSA provides the Company with a $10 million Revolving Line for which it can draw (i) Account Advances against Eligible Accounts, defined as accounts owing to the Company which arise in the ordinary course of its business, and (ii) in SVB’s discretion, Purchase Order Advances against Eligible Purchase Orders, defined as purchase orders received by the Company from its customers in the ordinary course of its business. Account Advances and Purchase Order Advances are collectively referred to as “Advances.” The interest rate is Wall Street Journal prime rate plus 0.5%, floating. There was no outstanding balance under the revolving line of credit as of December 31, 2019 and December 31, 2020.
The original maturity date for the Revolving Line was November 26, 2019. On March 3, 2020, the Company and SVB executed the First Amendment to Loan and Security Agreement (the “Amended LSA”), effective November 26, 2019 (the original LSA Maturity Date). The Amended LSA extended the maturity date to March 3, 2021.
Under the terms of the LSA, the Company is required to comply with various affirmative and negative debt covenants. The affirmative covenants include meeting reporting requirements, such as monthly financial statements and compliance certificates, monthly accounts receivable and accounts payable aging reports, monthly open purchase order reports, annual operating budget and financial projections, annual audited financial statements, and other requirements. Without SVB’s prior written consent, the negative covenants restrict the Company’s ability to create, incur, assume, or be liable for any indebtedness other than the “Permitted Indebtedness”, merger or acquisition, change in business, management, ownership, or business locations, and other restrictive requirements.
As of December 31, 2020, the Company has terminated the LSA.
Note 7. Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities
Series A and B Redeemable Convertible Preferred Stock Warrants
On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, the Company issued a warrant to purchase 24,856 shares of Series A Preferred Stock of the Company at an exercise price of $16.14 per share. On August 5, 2019, in connection with the second amendment to the Runway Loan
26
and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 37,285 shares of Series A Preferred Stock of the Company at an exercise price of $16.14 per share.
The warrants will terminate at the earlier of the ten years anniversary from the issuance date and liquidation of the Company. These warrants have a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The warrants contain provisions for adjustment of the exercise price and number of shares issuable upon the exercise of warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.
The fair value of the warrants issued was recorded as of the date of initial issuance in the amount of $0.1 million. The subsequent issuance of warrants pursuant to the August 5, 2019 amendment to the Runway Loan and Security Agreement was recorded in the amount of $0.1 million.
On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, the Company issued a warrant to purchase 3,174,187 shares of Series B redeemable convertible preferred stock of the Company at an exercise price of $0.47 per share. The Series B Preferred Stock Warrants may be exercised prior to the earliest to occur of (i) the 10 year anniversary of the date of issuance, (ii) the consummation of a Liquidation Transaction, or (iii) the consummation of an initial public offering. These warrants have a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The warrants contain provisions for adjustment of the exercise price and number of shares issuable upon the exercise of warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.
The warrants were initially recognized as a liability at a fair value of $0.7 million. The warrant liability was remeasured to fair value as of December 31, 2020, resulting in a loss of $34.6 million for the year ended December 31, 2020, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss.
Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In September 2020, the Company began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for the Company, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of December 31, 2020.
The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:
| Initial Issuance Date |
Subsequent Issuance Date |
December 31, 2019 |
December 31, 2020 |
|||||||||||||
| Stock price |
$ | 5.80 | $ | 5.80 | $ | 5.96 | $ | 7.11 | ||||||||
| Expected term (years) |
10.00 | 9.31 | 8.91 | 2.00 | ||||||||||||
| Expected volatility |
57.81 | % | 57.35 | % | 57.35 | % | 76.00 | % | ||||||||
| Risk-free interest rate |
3.06 | % | 1.75 | % | 1.92 | % | 0.13 | % | ||||||||
| Dividend yield |
0 | % | 0 | % | 0 | % | 0 | % | ||||||||
27
Series B Redeemable Convertible Preferred Stock Tranche
In April 2020 and May 2020, the Company issued 43,952,862 shares of Series B redeemable convertible preferred stock at $0.47 per share. For each share purchased, the purchaser had an option to purchase an additional share of Series B redeemable convertible preferred stock at $0.47 per share, exercisable at any time prior to August 13, 2020 (the “Tranche Right”). The Company determined that the Tranche Right represented a freestanding obligation of the Company to issue additional shares of contingently redeemable shares if exercised by the holder. The freestanding redeemable convertible preferred stock tranche liability was initially recorded at fair value, with fair value changes recorded within other income (expense), net in the consolidated statements of operations and comprehensive loss.
In July 2020, the Company issued 26,700,658 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs.
In August 2020, upon the expiration of the Tranche Right, 17,781,234 shares of Series B redeemable convertible preferred stock were issued in accordance with the Tranche Right. The remaining Tranche Right expired, unexercised, resulting in a $1.6 million gain recorded in other income.
Note 8. Leases
350 Treat Building Lease
In September 2017, the Company entered into a lease agreement (the “350 Treat Building Lease”) to lease approximately 26,125 square feet of office and warehouse space located in San Francisco, California for its corporate headquarters. Subsequently, in June 2018, the Company took possession of the 350 Treat Building Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on January 31, 2023. The Company’s obligation to pay rent commenced in February 2018. The Company is obligated to make lease payments totaling approximately $7.4 million over the lease term, offset by $2.4 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs, including taxes and operating expenses.
The 350 Treat Building Lease is considered to be an operating lease under ASC 842 as it does not meet the criteria of a finance lease. As of December 31, 2020, the operating lease right-of-use asset and operating lease liability was $2.1 million (2019: $3.0 million) and $3.1 million (2019: $4.3 million), respectively. The discount rate used to determine the lease liability was 5.25%.
2741 16th Street Lease
In September 2017, the Company entered into a lease agreement (the “2741 16th Street Lease”) to lease approximately 20,032 square feet of office space and 25,000 of parking space located in San Francisco, California. Subsequently, in June 2019, the Company took possession of the 2741 16th Street Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on August 31, 2023. The Company’s obligation to pay rent commenced in September 2018. The Company is obligated to make lease payments totaling approximately $8.2 million over the lease term, offset by $4.6 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs related to 2741 16th Street, including taxes and operating expenses.
In May 2020, the Company entered into an amendment to the 2741 16th Street Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years, restructure the monthly rent payable under the lease and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of four years equals $8.5 million and the increase in total base lease payments for the lease term provided for by the original agreement is $0.7 million. The Company recorded an adjustment of $6.2 million to the right-of-use asset and right-of-use operating lease liability associated with the 2741 16th Street Lease agreement upon the amendment.
28
The 2741 16th Street Lease is considered to be an operating lease under ASC 842 as it does not meet the criteria of a finance lease. As of December 31, 2020, the operating lease right-of-use asset and lease liability was $8.7 million (2019: $3.5 million) and $11.5 million (2019: $4.9 million), respectively. The discount rate used to determine the operating lease liability was 5.25%.
Hong Kong Lease
In December 2020, the Company entered into a lease agreement (the “Hong Kong Lease”) to lease office space located in Wanchai, Hong Kong for its Asia and Pacific headquarters. This lease includes a free rent period and fixed rent payments and has a lease term of 3 years that expires on December 13, 2023. The Company’s obligation to pay rent commenced in January 2020. The Company is obligated to make lease payments totaling approximately $0.2 million over the lease term. The lease further provides that the Company is obligated to pay to the landlord certain costs related to the Hong Kong lease, including taxes and operating expenses.
The Hong Kong Lease is considered to be an operating lease under ASC 842 as it does not meet the criteria of a finance lease. As of December 31, 2020, the operating lease right-of-use asset and operating lease liability was $0.2 million and $0.2 million, respectively. The discount rate used to determine the lease liability was 5.25%.
Total operating lease cost for the years ended December 31, 2019 and 2020 was $1.9 million and $2.9 million, which consisted of $1.7 million and $2.6 million of fixed lease expense and $0.2 million and $0.3 million of variable lease expense, respectively. Cash paid for amounts included in the measurement of lease liabilities was $3.3 million and $3.5 million for the years ended December 31, 2019 and 2020, respectively.
The following table presents the weighted average remaining lease term and discount rate for leases:
| December 31, 2019 |
December 31, 2020 |
|||||||
| Weighted-average remaining lease term |
3.37 | 5.58 | ||||||
| Weighted-average discount rate |
5.25 | % | 5.25 | % | ||||
The maturities of the operating lease liabilities as of December 31, 2020 were as follows (in thousands):
| Year ending December 31, |
||||
| 2021 |
$ | 3,528 | ||
| 2022 |
3,631 | |||
| 2023 |
2,231 | |||
| 2024 |
2,085 | |||
| 2025 and thereafter |
5,863 | |||
|
|
|
|||
| Total undiscounted lease payments |
17,338 | |||
| Less: imputed interest |
(2,658 | ) | ||
|
|
|
|||
| Total operating lease liabilities |
$ | 14,680 | ||
|
|
|
Note 9. Commitments and Contingencies
Letter of credits
In connection with the 350 Treat Building Lease and 2741 16th Street Lease, the Company obtained two letters of credit from a bank as required by the lease agreements. If the Company defaults under the terms of the lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the consolidated balance sheets as of December 31, 2019 and 2020. The outstanding amount of the letters of credit are $1.6 million and $1.3 million as of December 31, 2019 and 2020, respectively.
29
Non-cancelable purchase commitments
As of December 31, 2019 and 2020, the Company had non-cancelable purchase commitments for excess raw materials held by a third-party contract manufacturer for approximately $0.4 million and $0 million, respectively.
Litigation
From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position or results of operations. As of December 31, 2019, and December 31, 2020 there are no material litigation matters.
Indemnification
From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions.
The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at December 31, 2019 and 2020.
Note 10. Redeemable Convertible Preferred and Common Stock
The Company’s certificate of incorporation, as amended, authorizes it to issue 342,367,887 shares of $0.00001 par value, with 210,956,516 shares designated as common stock and 131,411,372 shares of redeemable convertible preferred stock. The holder of each share of common stock is entitled to one vote. The holders of outstanding common stock are entitled to elect four directors.
Series Seed Financing and conversion
In April 2016, the Company issued 1,327,094 shares of Series Seed redeemable convertible preferred stock at $1.45 per share for net proceeds of $1.8 million, net of $0.1 million stock issuance costs. In April 2016, the Company issued 31,120 shares to an investor upon conversion of a note having a balance of principal and interest of $45,000. In May 2016, the Company issued 396,405 shares of Series Seed redeemable convertible preferred stock at $1.45 per share for net proceeds of $0.6 million. In July 2016, the Company issued 313,581 shares of Series Seed redeemable convertible preferred stock at $1.45 per share for net proceeds of $0.5 million.
In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all the outstanding Series Seed redeemable convertible preferred stock shares were converted to 2,068,201 shares of the Company’s common stock.
Series A Financing and conversion
In October 2017, the Company issued 931,381 shares of Series A Preferred Stock at $16.09 per share for net proceeds of $14.8 million, net of $0.2 million of stock issuance costs. In October 2017, the Company issued
30
881,486 shares of Series A Preferred Stock upon conversion of multiple notes having a principal and interest balance of $4.6 million. In December 2017, the Company issued 503,280 shares of Series A Preferred Stock at $16.09 per share for net proceeds of $8.1 million.
In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all of the outstanding Series A redeemable convertible preferred stock shares were converted to 2,316,147 shares of the Company’s common stock.
Series B Financing
In April 2020, the Company issued 31,773,617 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $15.1 million, less $0.1 million of stock issuance costs. In May 2020, the Company issued 12,179,245 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $5.8 million, less $0.1 million of stock issuance costs. In July 2020, the Company issued 26,700,658 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs. In August 2020, the Company issued 17,781,234 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $8.4 million, less $0.1 million of stock issuance costs.Redeemable convertible preferred stock as of December 31, 2019, consisted of the following (in thousands, except share and per share data):
| December 31, 2019 | ||||||||||||||||||||
| Series |
Issue Price per share |
Shares Authorized |
Shares Issued and Outstanding |
Liquidation Amount |
Carrying Amount |
|||||||||||||||
| Series seed |
$ | 1.45 | 2,068,201 | 2,068,201 | $ | 3,000 | $ | 2,911 | ||||||||||||
| Series A |
$ | 16.09 | 2,353,432 | 2,316,147 | 37,272 | 37,105 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| 4,421,633 | 4,384,348 | $ | 40,272 | $ | 40,016 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
Redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data):
| December 31, 2020 | ||||||||||||||||||||
| Series |
Issue Price per share |
Shares Authorized |
Shares Issued and Outstanding |
Liquidation Amount |
Carrying Amount |
|||||||||||||||
| Series B |
$ | 0.47 | 131,411,372 | 88,434,754 | $ | 41,791 | $ | 39,225 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
The significant features of the Company’s redeemable convertible preferred stock are as follows:
Dividend provisions
The Series Seed, Series A and Series B preferred stockholders are entitled to receive dividends prior and in preference to any dividends on the common stock, at a rate of $0.0870, $0.9655 and $0.0284 per share, respectively, per annum on a non-cumulative basis, when and if declared by the board of directors, subject to the prior rights of the preferred stockholders. After payment of such dividend, any additional dividends shall be distributed among the holders of the preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all shares of preferred stock into common stock).
Liquidation preference
In the event of liquidation, dissolution or winding up of the Company, merger or a reduction of capital through the sale or lease of all or substantial part of the business of the Company, before any distribution or payment
31
shall be made to the holders of common stock, the holders of Series Seed, Series A and Series B redeemable convertible preferred stock shall receive $1.45, $16.14 and $0.47 per share (subject to adjustment in the event of any share dividend, share split, combination, or other recapitalization), respectively, plus any declared but unpaid dividends on such shares. If the assets and funds are insufficient for such distribution, they shall receive a pro rata distribution, based on the relative preferred stock ownership and in proportion to the preferential amount each such holder is otherwise entitled. If the assets and funds are in excess of amounts distributed to the preferred stockholders, the remaining assets and funds shall be distributed pro rata to the holders of the common stock. If the holders of the redeemable convertible preferred stock would receive a greater distribution if they converted to common stock, then such conversion will be assumed prior to distribution.
Conversion rights
The holders of Series Seed, Series A and Series B redeemable convertible preferred stock have a right to convert their stock into nonassessable shares of common stock at a conversion rate equal to their respective liquidation preferences divided by a conversion price of $1.45, $16.14 and $0.47, respectively, which is adjusted for any stock splits, stock dividends, combination, subdivisions, recapitalizations or similar transactions.
Shares of Series B redeemable convertible preferred stock shall automatically be converted into shares of common stock upon the earlier of (a) the closing of the sale of shares of common stock to the public at a minimum price of $1.41 per share, subject to appropriate adjustment in the event of any stock splits, stock dividends, combinations, subdivisions, recapitalizations or similar transactions with respect to common stock, in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75.0 million of gross cash proceeds to the Company or (b)(i) upon vote or written consent of a majority of the then outstanding shares of the Series Seed redeemable convertible preferred stock, voting as a separate series on an as-converted basis or (ii) upon vote or written consent of the majority of the then outstanding shares of the Series B redeemable convertible preferred stock, voting as a separate series on an as-converted basis, respectively.
Redemption rights
The redeemable convertible preferred stock is recorded in mezzanine equity because while it is not currently redeemable, it may become redeemable at the option of the preferred stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s control for an amount equal to the shares respective liquidation preference plus declared and unpaid dividends.
Voting rights
Each holder of redeemable convertible preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which such redeemable convertible preferred stock could then be converted and, with respect to such vote, holders of redeemable convertible preferred stock are entitled to vote together with the holders of common stock as a single class on all matters.
Election of Directors
As long as at least 7,500,000 shares of the Series B redeemable convertible preferred stock originally issued remain outstanding, then the holders of the Series Seed redeemable convertible preferred stock are entitled to elect two directors.
Note 11. Stock-based compensation
In 2015, the Company established its 2015 Stock Plan (the “Plan”). The purpose of the 2015 Stock Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional
32
incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422, Incentive Stock Options (“ISO”), of the Internal Revenue Code and the regulations promulgated thereunder. Restricted Stock Awards (“RSA”) may also be granted under the Plan. Restricted stock awards typically vest monthly over 1, 2, or 4 years. As of December 31, 2020, the Company has reserved 42,027,616 shares of common stock for issuance under the Plan.
Options under the Plan may be granted for periods of up to ten years. All options issued to date have had a 10-year life. The exercise price of an ISO shall not be no less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. To date, options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. The Company accounts for forfeitures as they occur.
The exercise price of stock options granted in 2019 and 2020 were determined based on the fair value of stock at the date of grant obtained by the Company on a contemporaneous basis from an independent valuation firm. The valuation firm used a PWERM to estimate the aggregate enterprise value of the Company at each valuation date. The PWERM involves applying appropriate risk adjusted discount rates to future values for the enterprise assuming various possible scenarios. The projections used in connection with these valuations were based on the Company’s expected operating performance over the forecast period. Share value is based on the probability-weighted present value of expected future returns to the equity investor considering each of the likely future scenarios available to the enterprise, and the rights and preferences of each share class.
Certain employees have the right to early exercise unvested stock options, subject to rights held by the Company to repurchase unvested shares in the event of voluntary or involuntary termination. The Company accounts for cash received in consideration for the early exercise of unvested stock options as a non-current liability, included as a component of other liabilities in the Company’s consolidated balance sheets.
On October 12, 2020 the Company issued $1.1 million partial recourse promissory notes to certain executives and employees. The promissory notes carry 0.38% annual cash interest and are due on earliest of 9th anniversary of the date of issuance of the notes, or termination of employment of the executive/employee, or filing by the Company of a registration statement under the Securities Act of 1933, or promissory notes being prohibited under Section 13(k) of the Securities Exchange Act of 1934 or closing of change a in control of the Company. At issuance the promissory notes were used to settle certain executives’ and employees’ obligations for 2,027,675 vested and 3,237,362 unvested ISOs that were exercised and no cash was exchanged.
For those shares issued in connection with early exercises, there were 120,984 and 6,212,254 unvested shares outstanding as of December 31, 2019 and 2020, respectively, and approximately $0.1 million and $0.6 million related liabilities at respective dates. The number of options early exercised for the years ended December 31, 2019 and 2020 were nil and 9,507,478, respectively.
33
The Company recognized stock-based compensation for all stock options in the statements of operations and comprehensive loss as follows (in thousands):
| Year Ended December 31, |
||||||||
| 2019 | 2020 | |||||||
| Cost of revenue |
$ | 58 | $ | 657 | ||||
| Research and development |
621 | 6,059 | ||||||
| Sales and marketing |
140 | 640 | ||||||
| General and administrative |
474 | 4,701 | ||||||
|
|
|
|
|
|||||
| Total stock-based compensation |
$ | 1,293 | $ | 12,057 | ||||
|
|
|
|
|
|||||
Stock option activity for the years ended December 31, 2019 and 2020 is as follows:
| Number of Shares Available for Grant |
Number of Shares Underlying Outstanding Options |
Weighted- Average Exercise Price per Share |
Weighted- Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value |
||||||||||||||||
| Outstanding—January 1, 2019 |
184,808 | 977,513 | $ | 5.24 | 9.5 | $ | 2,943 | |||||||||||||
| Additional shares authorized |
480,283 | — | ||||||||||||||||||
| Options granted |
(913,090 | ) | 913,090 | 8.25 | 7.5 | 206 | ||||||||||||||
| RSA’s granted |
(703 | ) | — | |||||||||||||||||
| Options exercised |
— | (8,545 | ) | 5.96 | 0.5 | 21 | ||||||||||||||
| Options cancelled |
282,413 | (282,413 | ) | 7.31 | 330 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Outstanding—December 31, 2019 |
33,712 | 1,599,645 | $ | 6.58 | 8.8 | $ | 3,020 | |||||||||||||
| Additional shares authorized |
39,526,375 | — | ||||||||||||||||||
| Options granted |
(37,663,242 | ) | 37,663,242 | 0.45 | 9.4 | 363,941 | ||||||||||||||
| RSA’s granted |
(1,617,264 | ) | — | |||||||||||||||||
| Options exercised |
— | (12,221,364 | ) | 0.20 | 9.5 | 121,106 | ||||||||||||||
| Options cancelled |
1,309,020 | (1,309,020 | ) | 1.58 | — | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Outstanding—December 31, 2020 |
1,588,600 | 25,732,503 | $ | 0.56 | 9.6 | $ | 245,746 | |||||||||||||
|
|
|
|||||||||||||||||||
| Vested and expected to vest—December 31, 2020 |
25,732,503 | $ | 0.56 | 9.6 | $ | 245,746 | ||||||||||||||
|
|
|
|||||||||||||||||||
| Exercisable—December 31, 2020 |
5,135,847 | $ | 0.28 | 9.4 | $ | 50,493 | ||||||||||||||
|
|
|
|||||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at December 31, 2020.
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||
| Exercise Price |
Options Outstanding |
Weighted Average Remaining Contractual Life (Years) |
Weighted Average Exercise Price |
Options Exercisable |
Weighted Average Remaining Contractual Life (Years) |
Weighted Average Exercise Price |
||||||||||||||||||||
| $ | 0.18 | 7,240,650 | 9.40 | $ | 0.18 | 3,462,757 | 9.40 | $ | 0.18 | |||||||||||||||||
| $ | 0.21 | 10,923,153 | 9.74 | $ | 0.21 | 1,315,002 | 9.74 | $ | 0.21 | |||||||||||||||||
| $ | 0.37 | 35,159 | 0.45 | $ | 0.37 | 35,159 | 0.45 | $ | 0.37 | |||||||||||||||||
| $ | 1.42 | 7,524,116 | 9.75 | $ | 1.42 | 313,505 | 9.75 | $ | 1.42 | |||||||||||||||||
| $ | 5.57 | 7,976 | 0.45 | $ | 5.57 | 7,976 | 0.45 | $ | 5.57 | |||||||||||||||||
| $ | 8.42 | 1,449 | 0.45 | $ | 8.42 | 1,449 | 0.45 | $ | 8.42 | |||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||
| 25,732,503 | 5,135,847 | |||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||
34
The weighted average grant date fair value of options granted during the years ended December 31, 2019 and 2020 was $4.39 and $1.11, respectively.
As of December 31, 2020, there was approximately $34.6 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.78 years.
Cash received from option exercises and purchases of shares was $0.1 million and $0.4 million for years ended December 31, 2019 and 2020, respectively.
The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing model, based on the following assumptions:
| Year Ended December 31, | ||||
| 2019 | 2020 | |||
| Expected term (in years) |
6.0 | 5.0 - 6.1 | ||
| Risk-free interest rate |
1.5 to 2.4% | 0.3 to 1.5% | ||
| Expected volatility |
55.3%—58.0% | 57.4%—63.3% | ||
| Expected dividend rate |
0% | 0% | ||
Restricted Stock Awards (“RSA”)
A summary of RSAs activity under the Plan is as follows:
| Number of Shares |
Weighted Average Grant Date Fair Value (per share) |
|||||||
| Unvested – January 1, 2020 |
34,865 | $ | 0.82 | |||||
| Granted during the year |
1,617,264 | 0.65 | ||||||
| Canceled during the year |
(105,921 | ) | 0.50 | |||||
| Vested during the year |
(1,505,454 | ) | 0.74 | |||||
|
|
|
|
|
|||||
| Unvested – December 31, 2020 |
40,754 | $ | 0.95 | |||||
|
|
|
|
|
|||||
The weighted-average estimated fair value of RSAs granted in the years ended December 31, 2019 and 2020 was $8.36 and $0.65 per share, respectively. The total fair value of RSAs vested during the years ended December 31, 2020, and 2019 was $1.1 million, and $0.1 million, respectively.
Note 12. Employee benefit plan
In 2018, the Company adopted a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company at its discretion offers matching contributions of up to 4% of each employee’s annual compensation. The Company provided matching contributions of $0.5 million and $0.7 million to the plan during the years ended December 31, 2019 and 2020, respectively.
35
Note 13. Net Loss Per Common Share
The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data):
| Year Ended December 31, | ||||||||
| 2019 | 2020 | |||||||
| Numerator: |
||||||||
| Net loss |
$ | (51,661 | ) | $ | (106,780 | ) | ||
|
|
|
|
|
|||||
| Denominator: |
||||||||
| Weighted average shares used to compute basic and diluted net loss per share |
7,390,456 | 17,858,976 | ||||||
|
|
|
|
|
|||||
| Net loss per common share—basic and diluted |
$ | (6.99 | ) | $ | (5.98 | ) | ||
|
|
|
|
|
|||||
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:
| Year Ended December 31, | ||||||||
| 2019 | 2020 | |||||||
| Redeemable convertible preferred stock |
4,384,348 | 88,434,754 | ||||||
| Options to purchase common stock |
1,599,645 | 25,732,503 | ||||||
| Unvested RSA |
34,865 | 146,675 | ||||||
| Unvested early exercised common stock options |
120,984 | 6,212,254 | ||||||
| Vested and early exercised options subject to nonrecourse notes |
— | 2,151,100 | ||||||
| Preferred stock warrants |
37,285 | 4,443,862 | ||||||
|
|
|
|
|
|||||
| Total |
6,177,127 | 127,121,148 | ||||||
|
|
|
|
|
|||||
Note 14. Income taxes
Income (loss) before income taxes for the years ended December 31, 2020 and 2019 are as follows (in thousands)
| Year Ended December 31, | ||||||||
| 2019 | 2020 | |||||||
| Domestic |
$ | (51,600 | ) | $ | (106,508 | ) | ||
| Foreign |
(61 | ) | 103 | |||||
|
|
|
|
|
|||||
| Total |
$ | (51,661 | ) | $ | (106,405 | ) | ||
|
|
|
|
|
|||||
36
The components of income tax expense are as follows (in thousands):
| Year Ended December 31, | ||||||||
| 2019 | 2020 | |||||||
| Current: |
||||||||
| Federal |
$ | — | $ | — | ||||
| State |
1 | 1 | ||||||
| Foreign |
— | 23 | ||||||
|
|
|
|
|
|||||
| Total current expense |
1 | 24 | ||||||
|
|
|
|
|
|||||
| Deferred: |
||||||||
| Federal |
— | — | ||||||
| State |
— | 351 | ||||||
| Valuation allowance |
— | — | ||||||
|
|
|
|
|
|||||
| Total deferred expense |
— | 351 | ||||||
|
|
|
|
|
|||||
| Total income tax expense |
$ | 1 | $ | 375 | ||||
|
|
|
|
|
|||||
A reconciliation between the statutory rate U.S. federal rate and the Company’s effective tax rate is as follows:
| Year Ended December 31, | ||||||||
| 2019 | 2020 | |||||||
| Federal statutory rate |
$ | (10,849 | ) | $ | (22,344 | ) | ||
| State income taxes, net of federal benefit |
(3,810 | ) | 1,330 | |||||
| Stock compensation |
185 | 2,786 | ||||||
| Foreign rate differential |
13 | — | ||||||
| Tax credits |
(787 | ) | (539 | ) | ||||
| Fair value changes - warrants |
— | 11,192 | ||||||
| Convertible debt cancellation of indebtedness income |
— | 15,079 | ||||||
| Valuation allowance |
14,559 | (6,812 | ) | |||||
| Other |
690 | (317 | ) | |||||
|
|
|
|
|
|||||
| Total tax provision |
$ | 1 | $ | 375 | ||||
|
|
|
|
|
|||||
37
Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows (in thousands):
| Year Ended December 31, | ||||||||
| 2019 | 2020 | |||||||
| Deferred tax assets: |
||||||||
| Net operating loss carryforwards |
$ | 19,491 | $ | 15,285 | ||||
| Credits |
1,761 | 1,580 | ||||||
| Stock based compensation |
— | 383 | ||||||
| Accruals and reserves |
4,363 | 1,335 | ||||||
| Operating lease liability |
2,586 | 4,059 | ||||||
|
|
|
|
|
|||||
| Gross deferred tax assets |
28,201 | 22,642 | ||||||
| Valuation allowance |
(26,174 | ) | (19,362 | ) | ||||
|
|
|
|
|
|||||
| Net deferred tax assets |
2,027 | 3,280 | ||||||
|
|
|
|
|
|||||
| Deferred tax liabilities: |
||||||||
| Property and equipment |
(323 | ) | (230 | ) | ||||
| Operating lease, right of use assets |
(1,704 | ) | (3,050 | ) | ||||
|
|
|
|
|
|||||
| Gross deferred tax liabilities |
(2,027 | ) | (3,280 | ) | ||||
|
|
|
|
|
|||||
| Net deferred tax assets |
$ | — | $ | — | ||||
|
|
|
|
|
|||||
The Company has established a full valuation allowance of $26.2 million and $19.4 million for the years ended December 31, 2019 and 2020, respectively, against its net deferred tax assets. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets can be realized as of December 31, 2020, accordingly, the Company has recorded a full valuation allowance on its deferred tax assets.
The valuation allowance on the Company’s net deferred taxes increased by $14.6 million and decreased by $6.8 million during the years ended December 31, 2019, and 2020, respectively. The decrease in valuation allowance is primarily attributed to the utilization of net operating losses and credits in 2020.
As of December 31, 2019, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $69.5 million and $70.0 million, respectively. As of December 31, 2019, the federal net operating loss carryforward begins expiring in 2035 through 2040, and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2019, the amount of federal net operating loss that does not expire is $61.8 million.
As of December 31, 2020, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $49.5 million and $70.0 million, respectively. As of December 31, 2020, the federal net operating loss carryforwards do not expire as federal net operating loss carryforwards generated after December 31, 2017 will be carried forward indefinitely and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2020, the amount of federal net operating loss that does not expire is $49.5 million.
As of December 31, 2019, the Company had federal and state research and development credit carryforwards of approximately $1.4 million and $1.2 million, respectively. As of December 31, 2020, the Company had federal and state research and development credit carryforwards of approximately $2.1 million and $0.01 million, respectively. As of December 31, 2019 and 2020 the federal credits will expire starting in 2035 and 2038, respectively, if not utilized and state credits carryforward indefinitely.
38
Utilization of the net operating loss carry forward may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization.
ASC 740 requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. As of December 31, 2019 and 2020 the Company has reviewed the positive and negative evidence relating to the realizability of the deferred tax assets and has concluded that the deferred tax assets are more likely than not to not be realized.
The CARES Act includes provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. This new legislation did not impact the current year provision. The Company will continue to monitor the possible impacts in the future periods.
On June 29, 2020, Governor Gavin Newsom signed California Assembly Bill 85 (AB 85) into law. The legislation suspends the California net operating loss deductions for 2020, 2021, and 2022 for certain taxpayers and imposes a limitation of certain California Tax Credits for 2020, 2021, and 2022. The legislation disallows the use of California net operating loss deductions if the taxpayer recognizes business income and its adjusted gross income is greater than $1.0 million. The carryover periods for net operating loss deductions disallowed by this provision will be extended. Additionally, any business credit will only offset a maximum of $5.0 million of California tax. As a result of the legislation, the available California net operating losses were unable to be utilized to offset taxable income in 2020. The Company utilized California R&D credits to reduce its taxable income to minimum tax. The Company will continue to monitor the possible California net operating loss and credit limitations in future periods.
The balance of gross unrecognized tax benefits as of December 31, 2019 and 2020 was $0.7 million and $1.0 million, respectively. Out of the total unrecognized tax benefits, $0.4 million at December 31, 2020, if recognized, would reduce our effective tax rate in the period of recognition. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2019 and 2020, the Company has not accrued interest and penalties related to uncertain tax positions. The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2019 and 2020:
| Year Ended December 31, |
||||||||
| 2019 | 2020 | |||||||
| Balance at the beginning of the year |
$ | 180 | $ | 651 | ||||
| Decreases: |
||||||||
| For current year’s tax positions |
— | — | ||||||
| For prior years’ tax positions |
— | — | ||||||
| Increases: |
||||||||
| For current year’s tax positions |
471 | 320 | ||||||
| For prior years’ tax positions |
— | — | ||||||
|
|
|
|
|
|||||
| Balance at the end of the year |
$ | 651 | $ | 971 | ||||
|
|
|
|
|
|||||
The Company files income tax returns in the U.S. federal jurisdiction, California state jurisdiction, and Hong Kong. In the normal course of business, the Company is subject to examination by taxing authorities. The
39
Company has not been audited by the Internal Revenue Service or any state income or franchise tax agency. As of December 31, 2020, its federal returns for the years ended December 31, 2016 through the current period and the state returns for the years ended December 31, 2016 through the current period are still open to examination. In addition, all of the net operating losses and research and development credit carry-forwards that may be used in future years are still subject to inquiry given that the statute of limitation for these items would begin in the year of the utilization.
Note 15. Related Party Transactions
From August 1, 2018 through December 31, 2019, the founder of the Company participated in convertible notes financings in the amount of $11.8 million. Interest on the convertible notes accrued at the rate of 5% per annum. Accrued interest related to the convertible notes purchased by the founder for the years ended December 31, 2019 and 2020 totaled $0.6 million and $0.2 million, respectively. As of December 31, 2019 and 2020, the balance of the convertible notes owned by the founder was $11.8 million and $0 million, respectively. The founder participated on the same terms and conditions as all other investors.
Cox Enterprises is the parent company of Cox Automotive, a customer of the Company, and Cox Investment Holdings, Inc., a major investor of the Company. For the years ended December 31, 2019 and 2020, revenue from Cox Automotive totaled $0.1 million and less than $0.1 million, respectively. There were no accounts receivable outstanding as of December 31, 2019 and 2020.
See Note 11 Stock-based compensation for details of partial recourse promissory notes issued by the Company to certain executives and employees.
Note 16. Subsequent Events
The Company has evaluated subsequent events through March 12, 2021, the date these consolidated financial statements were available to be issued and has determined that the following subsequent events require disclosure in the consolidated financial statements.
Promissory Note
The Company issued a $5 million promissory note in January 2021 to certain current investors of the Company (or an affiliate thereof) to help continue to fund the Company’s ongoing operations through the consummation of the Merger with CLA. The note accrues interest at a rate equal to LIBOR plus 8.5% per annum and is repayable upon earliest of the consummation of the Merger and July 2021. The note was repaid in accordance with its terms in connection with the consummation of the Merger.
Merger Agreement
As contemplated by the Merger Agreement, on March 10, 2021, the Company changed its name to “Ouster Technologies, Inc.” and CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.”. On March 11, 2021, the Merger was consummated, and the Company merged with and into Merger Sub, with the Company surviving the merger. As a result of and upon the closing of the transactions contemplated by the Merger Agreement, all outstanding shares of the Company’s capital stock (after giving effect to the exercise in full or termination of all outstanding warrants to purchase the Company’s capital stock in accordance with their terms immediately prior to the effective time of the Merger) as of immediately prior to the effective time of the Merger, and, together with shares of the Company’s common stock reserved in respect of all outstanding options to purchase shares of the Company’s common stock and all restricted shares of the Company’s common stock outstanding immediately prior to the Merger (collectively, the “Company Awards”), were cancelled in exchange for the right to receive, or the reservation of, shares of Ouster PubCo common stock (at a deemed value of $10.00 per share) or, as applicable, shares underlying awards based on Ouster PubCo common stock, representing a fully-diluted pre-transaction equity value of the Company of $1.5 billion per the Merger Agreement.
40
Acceleration of vesting of options
In February 2021, the terms of certain options granted to management were modified to accelerate the vesting of those awards upon consummation of the Merger. On March 11, 2021, an additional stock-based compensation expense of $2.0 million was recognized as a result of this modification.
Events Subsequent to Original Issuance of Financial Statements (Unaudited)
In connection with the reissuance of the financial statements, the Company has evaluated subsequent events.
41
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms used but not defined in this Exhibit 99.2 shall have the meanings ascribed to them in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2021, as amended by Amendment No. 1 on Form 8-K/A filed on March 15, 2021 (the “Original 8-K”), and, if not defined in the Original 8-K, the final prospectus and definitive proxy statement dated February 12, 2021 filed by Colonnade Acquisition Corp. (“CLA” who, after the Domestication became Ouster, Inc.) prior to the consummation of the Transaction (the “Proxy Statement”).
CLA is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Transaction (as defined below) and other events contemplated by the Merger Agreement.
The following unaudited pro forma condensed combined financial information presents the combination of the historical financial information of CLA and Ouster adjusted to give effect to the Transaction and other events contemplated by the Merger Agreement, as well as Ouster becoming a wholly-owned subsidiary of Ouster PubCo as a result of Merger Sub, a direct wholly owned subsidiary of CLA, merging with and into Ouster, with Ouster surviving as a wholly owned subsidiary of Ouster PubCo (the “Transaction”).
The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the unaudited pro forma condensed balance sheet for CLA as of December 31, 2020 and the unaudited pro forma condensed balance sheet of Ouster as of December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the historical statement of operations of CLA for the period from June 4, 2020 (inception) through December 31, 2020 and the historical consolidated statement of operations and comprehensive loss of Ouster for the year ended December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on January 1, 2020.
The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:
| • | the historical audited consolidated financial statements of CLA (as restated) as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020 included in CLA’s Annual Report on Form 10-K filed with the SEC on March 9, 2021, as amended by Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC on June 30, 2021, and incorporated by reference; and |
| • | the historical audited consolidated financial statements of Ouster as of and for the year ended December 31, 2020 included as Exhibit 99.1 to this Amendment No. 2 on Form 8-K/A. |
The pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786, which is referred to herein as Article 11. The pro forma adjustments are described in the accompanying footnotes.
The unaudited pro forma condensed combined financial information should also be read together with “Ouster’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included as Exhibit 99.3 to the Original 8-K.
Description of the Transaction
Pursuant to the Merger Agreement, Merger Sub merged with and into Ouster, with Ouster surviving the Merger. Ouster became a wholly owned subsidiary of CLA and CLA was renamed “Ouster, Inc.” Upon the consummation of the Transaction, Ouster’s equityholders received (or have the right to receive) shares of Ouster PubCo common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio of approximately 0.703 based on the terms of the Merger Agreement. Accordingly, 126,501,548 shares of Ouster PubCo common stock were issued and outstanding and 24,926,438 shares were reserved for the potential future issuance of Ouster PubCo common stock upon the exercise of Ouster PubCo stock options:
| • | the conversion of all outstanding shares of Ouster’s redeemable convertible preferred stock into shares of Ouster common stock at the then-effective conversion rate as calculated pursuant to Ouster’s certificate of incorporation; |
1
| • | the cancellation of each issued and outstanding share of Ouster common stock (including shares of Ouster common stock resulting from the conversion of Ouster’s redeemable convertible preferred stock, but excluding shares of Ouster restricted stock) and the conversion into the right to receive a number of shares of Ouster PubCo common stock shares equal to the Exchange Ratio; |
| • | the assumed net share settlement of all outstanding Ouster warrants in accordance with their respective terms and immediate conversion of each share of Ouster redeemable convertible preferred stock issued upon such settlement into the right to receive a number of shares of Ouster PubCo common stock equal to the Exchange Ratio; |
| • | the conversion of all outstanding Ouster options into options exercisable for shares of Ouster PubCo common stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using the Exchange Ratio; and |
| • | the conversion of 5,332,765 outstanding unvested restricted shares of Ouster common stock and early exercised stock options subject to repurchase and 3,089,126 vested and unvested shares issued in exchange for nonrecourse notes into shares of Ouster PubCo common stock at the Exchange Ratio, which shares will continue to be governed by the same terms and conditions (including vesting and repurchase terms) effective immediately prior to the effective time of the Merger. |
Accounting for the Transaction
The Transaction is accounted for as a reverse recapitalization under GAAP. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Ouster stockholders comprising a relative majority of the voting power of Ouster PubCo and having the ability to nominate the members of the board of directors of Ouster PubCo, Ouster’s operations prior to the acquisition comprising the only ongoing operations of Ouster PubCo, and Ouster’s senior management comprising a majority of the senior management of Ouster PubCo. Accordingly, for accounting purposes, the financial statements of Ouster PubCo represents a continuation of the financial statements of Ouster with the Transaction being treated as the equivalent of Ouster issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Transaction will be presented as those of Ouster in future reports of Ouster PubCo.
Other Events in Connection with the Transaction
In connection with the Transaction, Ouster PubCo issued and sold 10,000,000 shares of its common stock at a purchase price of $10.00 per share pursuant to the PIPE Investment.
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and reflects the adoption of Release No. 33-10786. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Ouster PubCo upon consummation of the Transaction. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Transaction occurred on the dates indicated, and do not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. The proceeds remaining after the payment of CLA underwriter fees and payment of transaction costs related to the Transaction are expected to be used to advance the development and manufacturing of Ouster’s high-performance digital lidar sensors and accelerate digital lidar’s adoption and rapid scale across key end markets. Further, the unaudited
2
pro forma condensed combined financial information does not purport to project the future operating results or financial position of Ouster PubCo following the completion of the Transaction. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. CLA and Ouster have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The unaudited pro forma condensed combined financial information reflects CLA shareholders’ approval of the Transaction on March 9, 2021, and that CLA public shareholders holding 52,343 shares elected to redeem their shares prior to the Closing.
The following summarizes the Ouster PubCo common stock issued and outstanding immediately after the Transaction:
| Stockholder |
Shares | % | ||||||
| Former CLA Class A shareholders |
19,947,657 | 12.4 | ||||||
| Sponsor and related parties (1) |
6,175,000 | 3.8 | ||||||
| Former Ouster stockholders and Former Ouster warrant holders (2) |
126,501,548 | 78.3 | ||||||
| Third Party Investors in PIPE Investment (3) |
8,825,000 | 5.5 | ||||||
|
|
|
|
|
|||||
| Total shares of Ouster PubCo common stock outstanding at closing of the Transaction |
161,449,205 | 100.0 | ||||||
|
|
|
|||||||
| (1) | Amount includes 5,000,000 shares of Ouster PubCo common stock the Sponsor received upon conversion of its Class B ordinary shares and 1,175,000 shares subscribed for by the Sponsor Related PIPE Investors. |
| (2) | Amount includes 3,749,938 shares of Ouster PubCo common stock related to the conversion of all outstanding shares of Ouster unvested restricted shares and early exercised stock options subject to repurchase and 2,172,238 vested and unvested shares of Ouster PubCo common stock related to vested and unvested Ouster common stock issued in exchange for non-recourse notes. |
| (3) | Amount includes 1,250,000 shares of Ouster PubCo common stock subscribed for by current stockholders of Ouster. |
The unaudited pro forma condensed combined balance sheet and statement of operations are based on the assumption that there are no adjustments for the outstanding CLA Warrants issued in connection with its IPO as such securities are not exercisable until August 2021.
The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are based on the historical financial statements of CLA and Ouster. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.
3
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2020
(in thousands, except share and per share data)
| December 31, 2020 | December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||
| Colonnade (Historical, as Restated) |
Colonnade Pro Forma Adjustments |
Colonnade Pro Forma |
Ouster, Inc. (Historical) |
Ouster Pro Forma Adjustments |
Ouster Pro Forma |
Merger Related Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||||||||||||||||||||||
| Current assets: |
||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 698 | $ | 199,537 | B | 289,319 | 11,362 | — | 11,362 | $ | (3,452 | ) | K | $ | 277,884 | |||||||||||||||||||||||||||||
| (7,000 | ) | C | (19,345 | ) | L | |||||||||||||||||||||||||||||||||||||||
| 96,084 | F | |||||||||||||||||||||||||||||||||||||||||||
| Restricted cash, current |
— | — | — | 276 | — | 276 | — | 276 | ||||||||||||||||||||||||||||||||||||
| Accounts receivable, net |
— | — | — | 2,327 | — | 2,327 | — | 2,327 | ||||||||||||||||||||||||||||||||||||
| Inventory, net |
— | — | — | 4,817 | — | 4,817 | — | 4,817 | ||||||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets |
314 | — | 314 | 2,441 | — | 2,441 | 2,755 | |||||||||||||||||||||||||||||||||||||
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| Total current assets |
1,012 | 288,621 | 289,633 | 21,223 | — | 21,223 | (22,797 | ) | 288,059 | |||||||||||||||||||||||||||||||||||
| Marketable securities held in trust account |
200,061 | (524 | ) | A | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| (199,537 | ) | B | ||||||||||||||||||||||||||||||||||||||||||
| Property and equipment, net |
— | — | — | 9,731 | — | 9,731 | — | 9,731 | ||||||||||||||||||||||||||||||||||||
| Operating lease, right-of-use assets |
— | — | — | 11,071 | — | 11,071 | — | 11,071 | ||||||||||||||||||||||||||||||||||||
| Restricted cash, non-current |
— | — | — | 1,004 | — | 1,004 | — | 1,004 | ||||||||||||||||||||||||||||||||||||
| Other assets |
— | — | — | 3,385 | (3,373 | ) | G | 12 | — | 12 | ||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||
| Total assets |
$ | 201,073 | $ | 88,560 | 289,633 | 46,414 | (3,373 | ) | 43,041 | $ | (22,797 | ) | $ | 309,877 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||
| LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||||||||||||||||||||||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable |
— | — | — | 6,894 | 16,057 | G | 22,951 | (19,345 | ) | L | 3,606 | |||||||||||||||||||||||||||||||||
| Accrued and other current liabilities |
2,348 | — | 2,348 | 4,121 | (85 | ) | G | 4,036 | (1,766 | ) | K | 4,618 | ||||||||||||||||||||||||||||||||
| Accrued offering costs |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Operating lease liability, current portion |
— | — | — | 2,772 | — | 2,772 | — | 2,772 | ||||||||||||||||||||||||||||||||||||
| Short-term debt |
— | — | — | 7,130 | — | 7,130 | 7,130 | |||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||
| Total current liabilities |
2,348 | — | 2,348 | 20,917 | 15,972 | 36,889 | (21,111 | ) | 18,126 | |||||||||||||||||||||||||||||||||||
| Long term debt |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Operating lease liability, long-term portion |
— | — | — | 11,908 | — | 11,908 | — | 11,908 | ||||||||||||||||||||||||||||||||||||
| Deferred underwriting fee payable |
7,000 | (7,000 | ) | C | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Public warrants derivative liability |
35,800 | (35,800 | ) | O | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Private warrants derivative liability |
22,834 | — | 22,834 | — | — | — | — | 22,834 | ||||||||||||||||||||||||||||||||||||
| Redeemable convertible preferred stock warrant liability |
— | — | — | 49,293 | (49,293 | ) | H | — | — | — | ||||||||||||||||||||||||||||||||||
| Other non-current liabilities |
— | — | — | 978 | — | 978 | — | 978 | ||||||||||||||||||||||||||||||||||||
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|
|||||||||||||||||||||||||||||
| Total liabilities |
67,982 | (42,800 | ) | 25,182 | 83,096 | (33,321 | ) | 49,775 | (21,111 | ) | 53,846 | |||||||||||||||||||||||||||||||||
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|
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| Commitments and contingencies |
||||||||||||||||||||||||||||||||||||||||||||
| Redeemable convertible preferred stock |
— | — | — | 39,225 | (39,225 | ) | I | — | — | — | ||||||||||||||||||||||||||||||||||
| Class A ordinary shares subject to possible redemption |
128,091 | (524 | ) | A | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| (127,567 | ) | D | ||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ equity (deficit): |
— | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock |
— | 1 | F | 3 | — | — | — | 13 | M | 16 | ||||||||||||||||||||||||||||||||||
| 2 | E | |||||||||||||||||||||||||||||||||||||||||||
| Class A ordinary shares |
1 | 2 | D | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| (3 | ) | E | ||||||||||||||||||||||||||||||||||||||||||
| Class B ordinary shares |
1 | (1 | ) | E | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Ouster Common Stock |
— | — | — | — | — | H | 1 | (1 | ) | M | — | |||||||||||||||||||||||||||||||||
| 1 | I | |||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital |
56,511 | 127,565 | D | 315,961 | 133,468 | (19,345 | ) | G | 204,592 | (1,686 | ) | K | 467,342 | |||||||||||||||||||||||||||||||
| 2 | E | 49,293 | H | (12 | ) | M | ||||||||||||||||||||||||||||||||||||||
| 96,083 | F | 39,224 | I | (51,513 | ) | N | ||||||||||||||||||||||||||||||||||||||
| 35,800 | O | 1,952 | J | |||||||||||||||||||||||||||||||||||||||||
| Retained earnings (Accumulated deficit) |
(51,513 | ) | — | (51,513 | ) | (209,375 | ) | (1,952 | ) | J | (211,327 | ) | 51,513 | N | (211,327 | ) | ||||||||||||||||||||||||||||
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|
|||||||||||||||||||||||||||||
| Total stockholders’ equity (deficit) |
5,000 | 259,451 | 264,451 | (75,907 | ) | 69,173 | (6,734 | ) | (1,686 | ) | 256,031 | |||||||||||||||||||||||||||||||||
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| Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
$ | 201,073 | $ | 88,560 | 289,633 | 46,414 | (3,373 | ) | 43,041 | $ | (22,797 | ) | $ | 309,877 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||
4
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2020
(in thousands, except share and per share data)
| For the period from June 4, 2020 (inception) through December 31, 2020 |
For the year ended December 31, 2020 |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
| CLA (Historical, as Restated) |
Old Ouster, Inc. (Historical) |
|||||||||||||||||||
| Revenue |
||||||||||||||||||||
| Product revenue |
$ | — | $ | 16,886 | $ | — | $ | 16,886 | ||||||||||||
| Service revenue |
— | 2,018 | — | 2,018 | ||||||||||||||||
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|
|
|
|
|
|
|
|
|||||||||||||
| Total revenue |
— | 18,904 | — | 18,904 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cost of revenue |
||||||||||||||||||||
| Cost of product |
— | 17,365 | — | 17,365 | ||||||||||||||||
| Cost of services |
— | 26 | — | 26 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total cost of revenue |
— | 17,391 | — | 17,391 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross profit |
— | 1,513 | — | 1,513 | ||||||||||||||||
| Operating expenses: |
||||||||||||||||||||
| Research and development |
— | 23,317 | — | 23,317 | ||||||||||||||||
| Sales and marketing |
— | 8,998 | — | 8,998 | ||||||||||||||||
| General and administrative |
— | 20,960 | 2,764 | AA | 34,676 | |||||||||||||||
| 9,000 | BB | |||||||||||||||||||
| 1,952 | CC | |||||||||||||||||||
| Formation and operational costs |
2,764 | — | (2,764 | ) | AA | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total operating expenses |
2,764 | 53,275 | 10,952 | 66,991 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Loss from operations |
(2,764 | ) | (51,762 | ) | (10,952 | ) | (65,478 | ) | ||||||||||||
| Other (expense) income |
||||||||||||||||||||
| Interest income |
— | 24 | — | 24 | ||||||||||||||||
| Change in fair value of warrants liabilities |
(48,439 | ) | — | 29,575 | GG | (18,864 | ) | |||||||||||||
| Interest earned on marketable securities held in trust account |
58 | (58 | ) | EE | — | |||||||||||||||
| Interest expense |
— | (2,517 | ) | — | (2,517 | ) | ||||||||||||||
| Unrealized loss on marketable securities held in trust account |
3 | (3 | ) | EE | — | |||||||||||||||
| Allocated expense for warrant issuance costs |
(371 | ) | — | 371 | DD | — | ||||||||||||||
| Other income (expense), net |
— | (52,150 | ) | 48,440 | FF | (3,710 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total other income (expense), net |
(48,749 | ) | (54,643 | ) | 78,325 | (25,067 | ) | |||||||||||||
| Loss before income taxes |
(51,513 | ) | (106,405 | ) | 67,373 | (90,545 | ) | |||||||||||||
| Provision for income tax expense |
— | 375 | — | 375 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net loss |
$ | (51,513 | ) | $ | (106,780 | ) | $ | 67,373 | $ | (90,920 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares |
13,913,043 | — | |
— |
| |||||||||||||||
| Basic and diluted net income (loss) per share, Class A Ordinary shares |
$ | 0.00 | $ | — | $ | — | ||||||||||||||
| Basic and diluted weighted average shares outstanding, Class B ordinary shares |
5,000,000 | — | — | |||||||||||||||||
| Basic and diluted net loss per share, Class B ordinary shares |
$ | (13.52 | ) | $ | — | $ | — | |||||||||||||
| Weighted average common shares outstanding, basic and diluted |
17,858,976 | 155,527,030 | ||||||||||||||||||
| Net loss per common share, basic and diluted |
$ | (5.98 | ) | $ | (0.58 | ) | ||||||||||||||
| (1) | Net loss per ordinary share – basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $0.06 million for the period from June 4, 2020 (inception) through December 31, 2020 |
5
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Presentation
The Transaction is accounted for as a reverse recapitalization under GAAP. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Ouster stockholders comprising a relative majority of the voting power of Ouster PubCo and having the ability to nominate the members of Ouster PubCo’s board of directors, Ouster’s operations prior to the acquisition comprising the only ongoing operations of Ouster PubCo, and Ouster’s senior management comprising a majority of the senior management of Ouster PubCo. Accordingly, for accounting purposes, the financial statements of Ouster PubCo will represent a continuation of the financial statements of Ouster with the Transaction treated as the equivalent of Ouster issuing stock for the net assets of CLA, accompanied by a recapitalization. The net assets of CLA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transaction will be presented as those of Ouster in future reports of Ouster PubCo.
The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the unaudited pro forma condensed balance sheet for CLA as of December 31, 2020 and the unaudited pro forma condensed balance sheet of Ouster as of December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the historical statement of operations of CLA for the period from June 4, 2020 (inception) through December 31, 2020 (Restated) and the historical consolidated statement of operations and comprehensive loss of Ouster for the year ended December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on January 1, 2020.
The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:
| • | the historical audited consolidated financial statements of CLA (as restated) as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020 included in CLA’s Annual Report on Form 10-K filed with SEC on March 9, 2021, as amended by Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC on June 30, 2021; and |
| • | the historical audited consolidated financial statements of Ouster as of and for the year ended December 31, 2020 included as Exhibit 99.1 to this Amendment No. 2 on Form 8-K/A. |
Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of filing this Form 8-K. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances.
One-time direct and incremental transaction costs anticipated to be incurred prior to, or concurrent with, the Closing are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to Ouster PubCo’s additional paid-in capital and are assumed to be cash settled.
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transaction and related transactions and has been prepared for informational purposes only. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and reflects the adoption of Release No. 33-10786. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Ouster PubCo upon consummation of the Transaction and other events contemplated by the Merger Agreement. CLA and Ouster have not had any historical relationship prior to the Transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
6
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2020 are as follows:
| (A) | Represents the redemption of 52,343 of CLA Class A ordinary shares for $0.5 million. |
| (B) | Reflects the liquidation and reclassification of $199.5 million of investments held in the trust account to cash and cash equivalents that becomes available to fund the Transaction at the Closing. |
| (C) | Reflects the payment of $7.0 million of deferred underwriters’ fees incurred during CLA’s initial public offering due upon completion of the Transaction. |
| (D) | Reflects the reclassification of CLA Class A ordinary shares subject to possible redemption to permanent equity. |
| (E) | Reflects the conversion of 19,947,657 CLA Class A ordinary shares and 5,000,000 CLA Class B ordinary shares into shares of common stock considering redemption of 52,343 CLA Class A ordinary shares and following the change of jurisdiction of incorporation from Cayman Islands to the State of Delaware. |
| (F) | Reflects the proceeds of $100.0 million from the issuance and sale of 10.0 million shares of CLA common stock at $10.00 per share pursuant to the PIPE Investment entered into with PIPE Investors net of issuance costs of $3.9 million. |
| (G) | Represents the accrual of direct and incremental transaction costs incurred subsequent to December 31, 2020 by Ouster related to the Transaction for advisory, banking, printing, legal and accounting, and reclassification of the direct and incremental transaction costs incurred on or prior to December 31, 2020 from other assets to additional paid-in capital. |
| (H) | Reflects net share settlement of Ouster redeemable convertible preferred stock warrants and elimination of the warrant liability upon closing of the Transaction. |
| (I) | Reflects the conversion of Ouster redeemable convertible preferred stock into Ouster common stock pursuant to the conversion rate effective immediately prior to the Transaction. |
| (J) | Represents incremental compensation expense related to partial acceleration of Ouster options in connection with the Transaction. |
| (K) | Represents payment of estimated direct and incremental transaction costs incurred by CLA of approximately $3.5 million in advisory, banking, printing, legal, and accounting fees in connection with the Transaction. |
| (L) | Represents payment of estimated direct and incremental transaction costs incurred by Ouster related to the Transaction of approximately $19.3 million. |
| (M) | Represents the recapitalization of Ouster equity and issuance of 126,501,548 of the Ouster PubCo common stock at the Exchange Ratio of approximately 0.703. |
| (N) | Reflects the elimination of CLA’s historical retained earnings. |
| (O) | Represents the reclassification of liability relating to Public Warrants to equity upon the consummation of the Transaction. |
Ouster issued a $5 million promissory note in January 2021 to certain current investors of Ouster (or an affiliate thereof) to help continue to fund Ouster’s ongoing operations through the consummation of the Transaction. The note will accrue interest at a rate equal to LIBOR plus 8.5% per annum. The promissory note issued would increase cash and cash equivalents and short term debt of Ouster Pro Forma Adjustments and decrease cash and cash equivalents and short term debt of Merger Related Pro Forma Adjustments by the same amount. Such promissory note has been repaid by its terms in connection with the consummation of the Transaction. There would be no impact on Pro Forma Combined amounts presented due to this event.
7
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are as follows:
| (AA) | Reflects the reclassification of costs incurred relating to the formation of CLA to general and administrative expenses. |
| (BB) | Represents impact of the equity awards granted upon consummation of the Transaction to the Chair of the Board of Directors of Ouster PubCo. The equity awards include restricted stock units (“RSUs”), options and performance-based units (“PSU”). The options and PSUs include market conditions which impacts vesting and exercisability of these awards based on the achievement of specific price thresholds over the 5-year term commencing on the date of consummation of the Transaction. The compensation expense for RSUs is recognized under the straight-line attribution approach. The compensation expense for the options and PSUs is recognized under the graded vesting approach with each tranche treated as a separate equity award. The fair value of these equity awards was determined based on the closing price of CLA Class A ordinary shares on March 11, 2021. |
| (CC) | Represents incremental compensation expense related to partial acceleration of Ouster options in connection with the Transaction. |
| (DD) | Represents the elimination of investment income and unrealized loss on marketable securities related to the investment held in the trust account. |
| (EE) | Represents the elimination of a non-cash loss of approximately $48.4 million associated with the fair value of the Series B redeemable convertible preferred stock warrant liability. |
| (FF) | Represents the elimination of loss on adjustment to the fair value of Public Warrants liability which is reclassified into equity upon consummation of the Transaction. |
3. Net Loss per Share
Represents the net loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Transaction and other related events, assuming such additional shares were outstanding since January 1, 2020. As the Transaction is being reflected as if it had occurred as of January 1, 2020, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes the shares issued in connection with the Transaction have been outstanding for the entire periods presented.
The unaudited pro forma condensed combined financial information has been prepared based on the following information (in thousands, except per share data):
| For the Year Ended December 31, 2020 |
||||
| Pro forma net loss - Basic |
$ | (90,920 | ) | |
| Fair value gain related to liability classified private warrants |
n/a | |||
|
|
|
|||
| Pro forma net loss - Diluted |
$ | (90,920 | ) | |
| Basic weighted average shares outstanding |
155,527,030 | |||
| Incremental shares related to dilutive liability classified private warrants under the treasury stock method |
n/a | |||
|
|
|
|||
| Diluted weighted average shares outstanding |
155,527,030 | |||
| Pro forma net loss per share—Basic |
$ | (0.58 | ) | |
| Pro forma net loss per share—Diluted (1) |
$ | (0.58 | ) | |
| Weighted average shares outstanding—basic |
||||
| CLA Class A shareholders |
19,947,657 | |||
| Sponsor and related parties |
6,175,000 | |||
| Former Ouster stockholders and warrant holders (2) |
120,579,373 | |||
| Third Party Investors in PIPE Investment |
8,825,000 | |||
|
|
|
|||
| 155,527,030 | ||||
8
| (1) | Outstanding options and warrants are anti-dilutive and are not included in the calculation of diluted net loss per share. |
| (2) | Amount excludes (i) 3,749,938 shares of Ouster PubCo common stock related to the conversion of all outstanding shares of Ouster unvested restricted shares and early exercised stock options subject to repurchase and (ii) 2,172,238 vested and unvested shares of Ouster PubCo common stock related to vested and unvested shares of Ouster common stock issued in exchange for non-recourse notes, which will be repaid or forgiven at the time of closing of the Transaction. |
9