8-K
Ouster, Inc. (OUST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 26, 2024
Ouster, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39463 | 86-2528989 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | OUST | New York Stock Exchange |
| Warrants to purchase common stock | OUST WS | New York Stock Exchange |
| Warrants to purchase common stock expiring 2025 | OUST WSA | NYSE American |
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On March 26, 2024, Ouster, Inc. (the “Company”) announced financial results for the three months and year ended December 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br> <br>No. | Description |
|---|---|
| 99.1* | Press Release, dated March 26, 2024. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| * | Furnished 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: March 26, 2024 | By: | /s/ Mark Weinswig |
| Name: | Mark Weinswig | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Ouster Announces Record Revenue for Fourth Quarter and Full Year 2023
Record revenue of $83 million for the full year 2023
Expects $25 to $26 million of revenue for the first quarter of 2024
SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, announced today financial results for the three and twelve months ended December 31, 2023^1^.
Fourth Quarter 2023 Highlights
| • | Over $24 million in revenue, up 10% sequentially and a quarterly record. |
|---|---|
| • | Shipped over 4,100 sensors for revenue, up over 20% sequentially and a quarterly record. |
| --- | --- |
| • | GAAP gross margins of 22%, compared to 14% in the third quarter of 2023. |
| --- | --- |
| • | Non-GAAP gross<br>margins^2^ of 35%, compared to 33% in the third quarter of 2023. |
| --- | --- |
| • | Net loss of $39 million, compared to $35 million in the third quarter of 2023. |
| --- | --- |
| • | Adjusted EBITDA^2^ loss of $14 million, compared to a<br>loss of $18 million in the third quarter of 2023. |
| --- | --- |
Full Year 2023 Highlights
| • | Over $83 million in revenue, up 103% year over year and an annual record. |
|---|---|
| • | Booked $142 million in business with new and existing customers, representing a book-to-bill ratio of 1.7x.^3^ |
| --- | --- |
| • | Closed merger with Velodyne and established a combined company with a robust range of products, stronger<br>financial position, diversified business, extensive intellectual property portfolio, and a significantly reduced cost structure. |
| --- | --- |
| • | Ended 2023 with cash, cash equivalents, restricted cash, and short-term investments balance of $192 million.<br> |
| --- | --- |
| • | Exceeded initial post-merger annualized cost savings target by over 40%^4^. |
| --- | --- |
| • | Scaled production and shipments of REV7, Ouster’s most performant sensor to date. |
| --- | --- |
| • | Awarded production wins by May Mobility and Motional to supply lidar for their autonomous vehicles.<br> |
| --- | --- |
| • | Transitioned manufacturing of Velodyne products to Thailand. |
| --- | --- |
| • | Launched Ouster Gemini, a digital lidar perception platform for crowd analytics, security, and intelligent<br>transportation systems. |
| --- | --- |
| • | Unified Blue City and Ouster Gemini, adding new performance-improving deep learning AI perception models.<br> |
| --- | --- |
| ^1^ | The comparative financial results for the three and twelve months ended December 31, 2022 reflect only the<br>results of standalone Ouster. The financial results for the twelve months ended December 31, 2023 are composed of Ouster standalone performance through February 10, 2023 and combined performance of Ouster and Velodyne for the remainder of<br>the period. The results for the three months ended December 31, 2023 and September 30, 2023 reflect the combined performance of Ouster and Velodyne. |
| --- | --- |
| ^2^ | Adjusted EBITDA loss and non-GAAP gross margin are non-GAAP financial measures. See Non-GAAP Financial Measures for additional information and reconciliations of these measures to their respective most directly comparable<br>financial measures calculated in accordance with U.S. GAAP. |
| --- | --- |
| ^3^ | Bookings represent binding contract orders entered during the period. |
| --- | --- |
| ^4^ | Annualized cost savings baselined against initial post-merger target of $75 million.<br> |
| --- | --- |
“Ouster had a transformative year, reporting record revenue of $83 million and bookings of $142 million in 2023. We successfully completed the merger with Velodyne, which solidified our balance sheet, expanded our patent portfolio, and streamlined our cost structure. We achieved important milestones across our operations, notably scaling production and shipments of REV7. Additionally, we added new revenue streams with the launch of Ouster Gemini and Blue City and demoed our first DF sensors with customers, marking a significant stride forward in our product development journey. This was accomplished while delivering record financial performance, significantly reducing our cash burn, and exceeding our initial post-merger annualized cost savings target by over 40%”, said Ouster CEO Angus Pacala. “I’m excited to continue this momentum in 2024 as we execute our plan towards profitability.”
Ouster delivered record quarterly revenue of over $24 million with shipments exceeding 4,100 sensors. GAAP and non-GAAP gross margins were sequentially higher, in line with expectations. Margin expansion was driven by higher revenues and lower manufacturing costs attributable to operational improvements. GAAP gross margins of 22% in the fourth quarter of 2023 include the impact of certain expenses outside of ordinary operations associated with the consolidation of product lines and outsourced manufacturing of Velodyne products. Non-GAAP gross margins improved to 35% in the fourth quarter of 2023. GAAP operating expenses were higher sequentially, driven by a litigation settlement and higher stock-based compensation expenses.
2024 Business Objectives
| 1. | Expand software solutions and grow the installed base |
|---|---|
| 2. | Advance the development of digital lidar hardware |
| --- | --- |
| 3. | Progress on the long-term financial framework |
| --- | --- |
Expand software solutions and grow the installed base: Ouster’s smart infrastructure solutions, powered by Ouster Gemini and Blue City, are enabling customers to improve operating efficiency and safety. The Company plans to release additional subscription-based software solutions later this year that improve the ease of installation and provide additional statistics and analytics to customers. These tools are expected to support expanded adoption by existing customers as well as new opportunities at global logistics companies, security integrators, and transportation authorities. With a multibillion-dollar lidar opportunity in smart infrastructure, the Company expects software coupled sales to be a key contributor to future growth.
Advance the development of digital lidar hardware: Ouster continues to progress on its digital lidar roadmap, developing technologies that will enhance operating performance and provide further differentiation versus peers. Ouster’s next generation L4 custom silicon chip is taped out and is expected to bring significant improvements in range, field of view, and manufacturability, along with safety certifications to the OS sensor family. The Company plans to integrate the Chronos chip into its solid-state digital flash (“DF”) sensors later this year.
Progress on the long-term financial framework: Last quarter, Ouster set a financial framework focused on achieving 30-50% annual revenue growth, expanding gross margins to 35-40%, and maintaining operating expenses at or below third quarter 2023 levels. The Company expects 2024 results to make meaningful progress against this framework, putting Ouster on a path towards profitability.
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First Quarter 2024 Outlook
For the first quarter of 2024, Ouster expects to achieve $25 million to $26 million in revenue.
Conference Call Information
Ouster will host a conference call and live webcast for analysts and investors at 5:00 p.m. ET today, March 26, 2024 to discuss its financial results and business outlook. To access the call, please register at https://registrations.events/direct/Q4I934283.
Upon registering, each participant will be provided with call details and a registrant ID. The webcast and related presentation materials will be accessible for at least 30 days on Ouster’s investor relations website at https://investors.ouster.com. A telephone replay of the call will be available 2 hours after the call ends, and can be accessed via phone through April 4, 2024 by dialing (800) 770-2030 from the U.S. or +1 (609) 800-9909 from outside the U.S. The conference I.D. number is 93428.
About Ouster
Ouster (NYSE: OUST) is a leading global provider of high-resolution scanning and solid-state digital lidar sensors, Velodyne Lidar sensors, and software solutions for the automotive, industrial, robotics, and smart infrastructure industries. Ouster is on a mission to build a safer and more sustainable future by offering affordable, high-performance sensors that drive mass adoption across a wide variety of applications. Ouster is headquartered in San Francisco, CA with offices in the Americas, Europe, and Asia Pacific. For more information, visit www.ouster.com, or connect with us on Twitter or LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current plans, estimates and expectations of management that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “may,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. All statements, other than statements of historical fact, including statements regarding Ouster’s revenue guidance for the first quarter of 2024; anticipated new product launches and developments; Ouster’s future results of operations, cash reserve and financial position; anticipated cost savings; execution against the Company’s product roadmap and demand for products; the Company’s path to profitability and long-term financial framework; industry and business trends; Ouster’s business objectives, plans, strategic partnerships, and market growth; the benefits of the Company’s merger with Velodyne; and Ouster’s competitive market position, all constitute forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including, but not limited to, risks related to Ouster’s limited operating history and history of losses; fluctuations in its operating results; the substantial research and development costs needed to develop and commercialize new products; its ability to maintain competitive average selling prices, high sales volumes and reduce product costs; competition in Ouster’s industry; the negotiating power and product standards of its customers; the
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adoption of its products and the growth of the lidar market generally; product quality and liability risks; Ouster’s future capital needs and ability to secure additional capital on favorable terms or at all; risks related to Ouster’s indebtedness; its ability to manage growth, including growing the sales and marketing organization; risks related to international operations, including international manufacturing; cancellation or postponement of contracts or unsuccessful implementations; the Company’s ability to manage its inventory; credit risk of customers; Ouster’s ability to use tax attributes; Ouster’s dependence on key third party suppliers, in particular Benchmark Electronics, Inc., Fabrinet, and other suppliers; supply chain constraints and challenges; conditions in the industries the Company targets or the global economy; the ability of its lidar technology roadmap and new software solutions to catalyze growth; Ouster’s ability to recruit and retain key personnel; its ability to successfully integrate its business with Velodyne and achieve the anticipated benefits of the Velodyne merger; Ouster’s ability to adequately protect and enforce its intellectual property rights, including as it relates to Hesai Group; legal and regulatory risks; risks related to operating as a public company; and other important factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as will be updated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that are further updated from time to time in the Company’s other filings with the SEC. Readers are urged to consider these factors carefully and in the totality of the circumstances when evaluating these forward-looking statements, and not to place undue reliance on any of them. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this press release. While Ouster may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, other than as may be required by law, even if subsequent events cause its views to change.
In addition, see information below concerning non-GAAP financial measures.
Non-GAAP Financial Measures
In addition to its results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), Ouster believes the non-GAAP measures of Non-GAAP Gross Profit, Non-GAAP Gross Margin and Adjusted EBITDA are useful in evaluating its operating performance. Ouster calculates Non-GAAP Gross Profit as gross profit (loss) excluding amortization of acquired intangibles, certain excess and obsolete expenses and losses on firm purchase commitments, and stock-based compensation expenses. Non-GAAP Gross Margin is calculated as Non-GAAP Gross Profit divided by revenues. Ouster calculates Adjusted EBITDA as net loss excluding interest expense (income), net, other expense (income), net, stock-based compensation expense, provision for income tax expense, goodwill impairment charges, restructuring costs excluding stock-based compensation expenses, certain excess and obsolete expenses and losses on firm purchase commitments, amortization of acquired intangible assets, depreciation expenses, certain litigation and litigation related expenses, merger and acquisition related expenses, gain on lease termination and other items. Ouster believes that Non-GAAP Gross Profit, Non-GAAP Gross Margin, and Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance and may be helpful in comparison with other companies, some of which use similar non-GAAP information to supplement their GAAP results. Adjusted EBITDA is also used by the Board and management as a performance metric for compensation purposes. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures are included at the end of this press release.
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Contacts
For Investors
investors@ouster.io
For Media
press@ouster.io
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OUSTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(inthousands, except share and per share data)
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 50,991 | $ | 122,932 | ||
| Restricted cash, current | 552 | 257 | ||||
| Short-term investments | 139,158 | — | ||||
| Accounts receivable, net | 14,577 | 11,233 | ||||
| Inventory | 23,232 | 19,533 | ||||
| Prepaid expenses and other current assets | 34,647 | 8,543 | ||||
| Total current assets | 263,157 | 162,498 | ||||
| Property and equipment, net | 10,228 | 9,695 | ||||
| Operating lease,<br>right-of-use assets | 18,561 | 12,997 | ||||
| Unbilled receivable, long-term portion | 10,567 | — | ||||
| Goodwill | — | 51,152 | ||||
| Intangible assets, net | 24,436 | 18,165 | ||||
| Restricted cash, non-current | 1,091 | 1,089 | ||||
| Other non-current assets | 2,703 | 541 | ||||
| Total assets | $ | 330,743 | $ | 256,137 | ||
| Liabilities and stockholders’ equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 3,545 | $ | 8,798 | ||
| Accrued and other current liabilities | 58,166 | 17,071 | ||||
| Contract liabilities | 12,885 | 402 | ||||
| Operating lease liability, current portion | 7,096 | 3,221 | ||||
| Total current liabilities | 81,692 | 29,492 | ||||
| Operating lease liability, long-term portion | 18,827 | 13,400 | ||||
| Debt | 43,975 | 39,574 | ||||
| Contract liability, long-term portion | 4,967 | 342 | ||||
| Other non-current liabilities | 1,610 | 1,710 | ||||
| Total liabilities | 151,071 | 84,518 | ||||
| Stockholders’ equity: | ||||||
| Common stock | 42 | 19 | ||||
| Additional paid-in capital | 995,464 | 613,665 | ||||
| Accumulated deficit | (816,026 | ) | (441,916 | ) | ||
| Accumulated other comprehensive income (loss) | 192 | (149 | ) | |||
| Total stockholders’ equity | 179,672 | 171,619 | ||||
| Total liabilities and stockholders’ equity | $ | 330,743 | $ | 256,137 |
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OUSTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
(inthousands, except share and per share data)
| Three Months Ended<br>December 31, | Three Months Ended<br>September 30, | Three Months Ended<br>December 31, | Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| Revenue | $ | 24,444 | $ | 22,209 | $ | 10,938 | $ | 83,279 | $ | 41,029 | |||||
| Cost of revenue | 19,033 | 19,116 | 9,097 | 74,965 | 30,099 | ||||||||||
| Gross profit | 5,411 | 3,093 | 1,841 | 8,314 | 10,930 | ||||||||||
| Operating expenses: | |||||||||||||||
| Research and development | 15,626 | 16,678 | 15,306 | 91,210 | 64,317 | ||||||||||
| Sales and marketing | 8,553 | 7,887 | 7,639 | 41,639 | 30,833 | ||||||||||
| General and administrative | 18,545 | 14,270 | 20,897 | 81,982 | 61,203 | ||||||||||
| Goodwill impairment charges | — | — | — | 166,675 | — | ||||||||||
| Total operating expenses | 42,724 | 38,835 | 43,842 | 381,506 | 156,353 | ||||||||||
| Loss from operations | (37,313 | ) | (35,742 | ) | (42,001 | ) | (373,192 | ) | (145,423 | ) | |||||
| Other (expense) income: | |||||||||||||||
| Interest income | 2,579 | 2,495 | 977 | 9,038 | 2,208 | ||||||||||
| Interest expense | (4,081 | ) | (1,825 | ) | (1,551 | ) | (9,303 | ) | (2,694 | ) | |||||
| Other income (expense), net | (6 | ) | (13 | ) | 583 | (130 | ) | 7,654 | |||||||
| Total other (expense) income, net | (1,508 | ) | 657 | 9 | (395 | ) | 7,168 | ||||||||
| Loss before income taxes | (38,821 | ) | (35,085 | ) | (41,992 | ) | (373,587 | ) | (138,255 | ) | |||||
| Provision for income tax expense | 174 | 17 | 184 | 523 | 305 | ||||||||||
| Net loss | $ | (38,995 | ) | $ | (35,102 | ) | $ | (42,176 | ) | $ | (374,110 | ) | $ | (138,560 | ) |
| Other comprehensive loss | |||||||||||||||
| Changes in unrealized gain (loss) on available for sale securities | 314 | 63 | — | 354 | — | ||||||||||
| Foreign currency translation adjustments | 258 | (213 | ) | 32 | (13 | ) | (143 | ) | |||||||
| Total comprehensive loss | $ | (38,423 | ) | $ | (35,252 | ) | $ | (42,144 | ) | $ | (373,769 | ) | $ | (138,703 | ) |
| Net loss per common share, basic and diluted | $ | (0.95 | ) | $ | (0.89 | ) | $ | (2.54 | ) | $ | (10.10 | ) | $ | (7.79 | ) |
| Weighted-average shares used to compute basic and diluted net loss per share | 41,135,659 | 39,228,118 | 16,585,392 | 37,042,081 | 17,792,316 |
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OUSTER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(inthousands)
| For the Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (374,110 | ) | $ | (138,560 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Goodwill impairment charges | 166,675 | — | ||||
| Depreciation and amortization | 17,148 | 9,456 | ||||
| Loss on write-off of construction in progress and right-of-use asset impairment | 1,732 | — | ||||
| Gain on lease termination | (807 | ) | — | |||
| Stock-based compensation | 57,725 | 33,321 | ||||
| Reduction of revenue related to stock warrant issued to customer | 528 | — | ||||
| Amortization of<br>right-of-use asset | 4,519 | 2,730 | ||||
| Interest expense and loss on debt extinguishment | 4,001 | 799 | ||||
| Amortization of debt issuance costs and debt discount | 190 | 160 | ||||
| Non-cash interest income | (732 | ) | — | |||
| Accretion or amortization on short-term investments | (4,685 | ) | — | |||
| Change in fair value of warrant liabilities | 49 | (7,446 | ) | |||
| Inventory write down | 10,047 | 1,600 | ||||
| Provision for doubtful accounts | 1,346 | 346 | ||||
| (Gain)/loss from disposal of property and equipment | (59 | ) | 430 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 3,574 | (856 | ) | |||
| Inventory | (4,047 | ) | (13,684 | ) | ||
| Prepaid expenses and other assets | (21,575 | ) | (3,148 | ) | ||
| Accounts payable | (8,520 | ) | 4,191 | |||
| Accrued and other liabilities | 8,081 | 3,196 | ||||
| Contract liabilities | 6,597 | — | ||||
| Operating lease liability | (5,567 | ) | (3,225 | ) | ||
| Net cash used in operating activities | (137,890 | ) | (110,690 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Proceeds from sale of property & equipment | 560 | 275 | ||||
| Purchases of property and equipment | (3,006 | ) | (5,422 | ) | ||
| Purchase of short-term investments | (137,104 | ) | — | |||
| Proceeds from sales of short-term investments | 158,014 | — | ||||
| Cash and cash equivalents acquired in the Velodyne Merger | 32,137 | — | ||||
| Net cash used in investing activities | 50,601 | (5,147 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Repurchase of common stock | — | (45 | ) | |||
| Proceeds from exercise of stock options | 271 | 470 | ||||
| Proceeds from ESPP purchase | 1,174 | 378 | ||||
| Proceeds from borrowings, net of debt discount and issuance costs | 43,975 | 39,077 | ||||
| Repayments of borrowings | (43,975 | ) | — | |||
| Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees | 14,575 | 16,322 | ||||
| At-the-market<br>offering costs for the issuance of common stock | (363 | ) | (541 | ) | ||
| Taxes paid related to net share settlement of restricted stock units | — | (59 | ) | |||
| Net cash provided by financing activities | 15,657 | 55,602 | ||||
| Effect of exchange rates on cash and cash equivalents | (12 | ) | (143 | ) | ||
| Net increase decrease in cash, cash equivalents and restricted cash | (71,644 | ) | (60,378 | ) | ||
| Cash, cash equivalents and restricted cash at beginning of year | 124,278 | 184,656 | ||||
| Cash, cash equivalents and restricted cash at end of year | $ | 52,634 | $ | 124,278 |
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OUSTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
(inthousands)
| Three Months Ended December 31, | Three Months Ended September 30, | Year Ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| GAAP net loss | $ | (38,995 | ) | $ | (42,176 | ) | $ | (35,102 | ) | $ | (35,987 | ) | $ | (374,110 | ) | $ | (138,560 | ) |
| Interest income, net | 1,502 | 574 | (670 | ) | (34 | ) | 265 | 486 | ||||||||||
| Other expense (income), net | 6 | (583 | ) | 13 | (61 | ) | 130 | (7,654 | ) | |||||||||
| Stock-based compensation^(1)^ | 11,107 | 7,997 | 8,372 | 8,455 | 57,725 | 33,321 | ||||||||||||
| Provision for income tax expense | 174 | 184 | 17 | 37 | 523 | 305 | ||||||||||||
| Goodwill impairment charge | — | — | — | — | 166,675 | — | ||||||||||||
| Restructuring costs, excluding stock-based compensation expense | — | — | — | — | 15,976 | — | ||||||||||||
| Excess and obsolete expenses and loss on firm purchase commitments | 1,732 | — | 3,187 | — | 12,299 | — | ||||||||||||
| Amortization of acquired<br>intangibles^(2)^ | 1,757 | — | 1,759 | 1,122 | 6,729 | 4,487 | ||||||||||||
| Depreciation expenses^(2)^ | 1,239 | 2,386 | 1,739 | 1,210 | 10,371 | 4,969 | ||||||||||||
| Litigation expenses^(3)^ | 7,383 | 1,484 | 3,536 | 1,123 | 14,820 | 3,200 | ||||||||||||
| Merger and acquisition related<br>expenses^(4)^ | — | 6,950 | — | — | 6,058 | 6,950 | ||||||||||||
| Gain on lease termination and other items | — | — | (1,256 | ) | — | (1,256 | ) | — | ||||||||||
| Adjusted EBITDA | $ | (14,095 | ) | $ | (23,184 | ) | $ | (18,405 | ) | $ | (24,135 | ) | $ | (83,795 | ) | $ | (92,496 | ) |
| ^(1)^ | Includes stock-based compensation expense as follows: | |||||||||||||||||
| --- | --- | |||||||||||||||||
| Three Months Ended December 31, | Three Months Ended September 30, | Year Ended December 31, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Cost of revenue | $ | 856 | $ | 213 | $ | 570 | $ | 207 | $ | 2,854 | $ | 783 | ||||||
| Research and development | 4,786 | 3,363 | 4,056 | 3,681 | 24,551 | 14,611 | ||||||||||||
| Sales and marketing | 2,240 | 1,789 | 1,345 | 1,913 | 9,966 | 7,065 | ||||||||||||
| General and administrative | 3,225 | 2,632 | 2,401 | 2,654 | 20,354 | 10,862 | ||||||||||||
| Total stock-based compensation | $ | 11,107 | $ | 7,997 | $ | 8,372 | $ | 8,455 | $ | 57,725 | $ | 33,321 | ||||||
| ^(2)^ | Includes depreciation and amortization expense as follows: | |||||||||||||||||
| --- | --- | |||||||||||||||||
| Three Months Ended December 31, | Three Months Ended September 30, | Year Ended December 31, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Cost of revenue | $ | 1,180 | $ | 322 | $ | 1,155 | $ | 227 | $ | 5,858 | $ | 1,142 | ||||||
| Research and development | 747 | 867 | 741 | 889 | $ | 5,343 | 3,466 | |||||||||||
| Sales and marketing | 250 | 78 | 250 | 75 | $ | 940 | 303 | |||||||||||
| General and administrative | 819 | 1,119 | 1,352 | 1,140 | $ | 4,958 | 4,545 | |||||||||||
| Total depreciation and amortization expense | $ | 2,996 | $ | 2,386 | $ | 3,498 | $ | 2,331 | $ | 17,099 | $ | 9,456 | ||||||
| ^(3)^ | Litigation expenses and litigation-related expenses outside of the Company’s ordinary business operations<br> | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^(4)^ | Non-recurring acquisition expense represents transaction costs for the<br>Velodyne Lidar, Inc. and Sense Photonics, Inc. mergers which include legal and accounting professional service fees. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| Three Months Ended December 31, | Three Months Ended September 30, | Year Ended December 31, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Gross profit (loss) on GAAP basis | $ | 5,411 | $ | 1,841 | $ | 3,093 | $ | 3,716 | $ | 8,314 | $ | 10,930 | ||||||
| Stock-based compensation | 856 | 213 | 570 | 207 | 2,854 | 783 | ||||||||||||
| Amortization of acquired intangible assets | 517 | — | 467 | — | 1,644 | — | ||||||||||||
| Excess and obsolete expenses and loss on firm purchase commitments | 1,732 | — | 3,187 | — | 12,299 | — | ||||||||||||
| Gross profit on non-GAAP basis | $ | 8,516 | $ | 2,054 | $ | 7,316 | $ | 3,923 | $ | 25,111 | $ | 11,713 | ||||||
| Gross margin on GAAP basis | 22 | % | 17 | % | 14 | % | 33 | % | 10 | % | 27 | % | ||||||
| Gross margin on non-GAAP basis | 35 | % | 19 | % | 33 | % | 35 | % | 30 | % | 29 | % |
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