A reconciliation between historical GAAP and non-GAAP information is provided in the tables below.

Business Outlook and 2021 Guidance

As of the end of the second quarter, Velodyne estimates that it could have the opportunity for over $1.0 billion of revenue from signed and awarded projects through 2025. The company has recently signed new ADAS multiyear agreements, which are expected to begin to ramp starting in 2026. The company estimates a pipeline of projects that are not yet signed and awarded of $4.5 billion through 2025. In addition, Velodyne continues to invest in scalable lidar architectures, advanced manufacturing technology and software solutions. This underpins the company’s long-term expectations of non-GAAP gross margin percentage ranging in the mid to high 50s and Adjusted EBITDA margin of more than 20%.

Having already met its prior target of 34 multiyear agreements for the full year 2021, the company has raised its goal and now anticipates signing four more multiyear agreements to bring its total to 38 multiyear agreements by December 31, 2021.

For the full year of 2021,

• Revenue is expected to range between $77 and $94 million. Velodyne’s revenue comes from a global customer base, to whom the company is actively shipping product. In addition, the company is working towards securing a few large projects with significant non-recurring engineering (NRE) fees in the second half of 2021.
• Non-GAAP Gross margins are expected to range between 13% and 24%. This reflects fewer units sold to cover remaining fixed overhead costs of the company’s factory in San Jose offset by the benefit of higher NRE revenues. On a GAAP basis, gross margins will include approximately $2 million of stock-based compensation expense.
• On a non-GAAP basis, operating expenses are expected to range between $125 and $129 million. Based upon the visibility provided by the company’s multi-year agreement pipeline, Velodyne is increasing its spend in new product development by approximately 40% in 2021. General and administrative expenses are expected to increase by approximately 35% in 2021 due to increased public company and legal expenses. On a GAAP basis, operating expense will include approximately $87 million of stock-based compensation expense with $42 million in sales and marketing related to Velodyne’s 2020 merger with Graf Industrial and $8 million related to the recent departure of the company’s CEO.
• On a GAAP basis, income tax expense is anticipated to be approximately $800,000.
• Weighted average shares outstanding for the year are estimated to be 193.5 million.

Conference Call Information

Velodyne will host a conference call and live webcast for analysts and investors at 4:30 p.m. Eastern Time on August 5, 2021. Parties in the United States and Canada can access the call by 877-270-2148, using conference code 10158243. The webcast will be accessible on Velodyne’s investor relations website at https://investors.velodynelidar.com/. A telephonic replay of the conference call will be available through August 12, 2021. To access the replay, parties in the United States and Canada should call 877-344-7529 and enter conference code 10158243.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and market positioning. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate", "estimate", "expect", "project", "plan", "intend", "believe", "may", "will", "should", "can have", "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: the impact on our operations and financial condition from the effects of the current COVID-19 pandemic both on Velodyne’s business and those of its customers and suppliers; Velodyne’s ability to execute its business plan; the timing of revenue from existing customers, including uncertainties related to the ability of Velodyne’s customers to commercialize their products and the ultimate market acceptance of these products; uncertainties related to Velodyne Lidar’s estimates of the size of the markets for its products and future revenue opportunities, including projects that are not yet signed or awarded; the rate and degree of market acceptance of Velodyne Lidar’s products; the success of other competing lidar and sensor-related products and services that exist or may become available; rising costs adversely affecting Velodyne’s profitability; uncertainties related to Velodyne Lidar’s current litigation and potential litigation involving Velodyne Lidar or the validity or enforceability of Velodyne Lidar’s intellectual property; Velodyne Lidar’s ability to partner with and rely on third party manufacturers; general economic and market conditions impacting demand for Velodyne Lidar’s products and services; and changes in applicable laws or regulations.

Given these factors, as well as other variables that may affect Velodyne Lidar’s operating results, you should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, or use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release relate only to events as of the date hereof. Velodyne Lidar undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Non-GAAP Financial Measures

In addition to our results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), we believe the non‑GAAP measures of non-GAAP gross profit (loss), non-GAAP gross margin, non-GAAP operating expenses, non‑GAAP operating loss, non-GAAP net loss, non‑GAAP net loss per share, and Adjusted EBITDA are useful in evaluating our operating performance. Certain of these non-GAAP measures exclude stock-based compensation and related employer payroll taxes, litigation settlements, amortization of acquisition-related intangibles assets, restructuring, and discrete tax items. We believe that non‑GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non‑GAAP information to supplement their GAAP results. 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 used in this press release. The impact of these items in future periods is uncertain and depends on various factors. Accordingly, a reconciliation for forward-looking non-GAAP operating income is not available without unreasonable effort.

About Velodyne Lidar, Inc.

Velodyne Lidar (Nasdaq: VLDR, VLDRW) ushered in a new era of autonomous technology with the invention of real-time surround view lidar sensors. Velodyne, the global leader in lidar, is known for its broad portfolio of breakthrough lidar technologies. Velodyne’s revolutionary sensor and software solutions provide flexibility, quality and performance to meet the needs of a wide range of industries, including autonomous vehicles, advanced driver assistance systems (ADAS), robotics, unmanned aerial vehicles (UAV), smart cities and security. Through continuous innovation, Velodyne strives to transform lives and communities by advancing safer mobility for all. For more information, visit www.velodynelidar.com.

VELODYNE LIDAR, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
	June 30,					December 31,
	2021					2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	76,084				$	204,648
Short-term investments	277,546					145,636
Accounts receivable, net	9,473					13,979
Inventories, net	16,675					18,132
Prepaid and other current assets	10,231					22,319
Total current assets	390,009					404,714
Property, plant and equipment, net	14,652					16,805
Goodwill	1,189					1,189
Intangible assets, net	434					627
Contract assets	10,378					8,440
Other assets	19,935					937
Total assets	$	436,597				$	432,712
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,940				$	7,721
Accrued expense and other current liabilities	26,730					50,349
Contract liabilities	8,736					7,323
Total current liabilities	41,406					65,393
Long-term tax liabilities	570					569
Other long-term liabilities	30,378					25,927
Total liabilities	72,354					91,889
Commitments and contingencies
Stockholders’ equity:
Preferred stock	—					—
Common stock	20					18
Additional paid-in capital	800,040					656,717
Accumulated other comprehensive loss	(216		)			(230		)
Accumulated deficit	(435,601		)			(315,682		)
Total stockholders’ equity	364,243					340,823
Total liabilities and stockholders’ equity	$	436,597				$	432,712

VELODYNE LIDAR, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited)
	Three Months Ended															Six Months Ended
	June 30, 2021					March 31, 2021					June 30, 2020					June 30, 2021					June 30, 2020
Revenue:
Product	$	11,970				$	10,593				$	11,427				$	22,563				$	27,849
License and services	1,626					7,133					16,959					8,759					17,568
Total revenue	13,596					17,726					28,386					31,322					45,417
Cost of revenue:
Product	19,210					15,629					14,419					34,839					29,545
License and services	170					179					81					349					384
Total cost of revenue	19,380					15,808					14,500					35,188					29,929
Gross profit (loss)	(5,784		)			1,918					13,886					(3,866		)			15,488
Operating expenses:
Research and development	17,009					18,378					14,591					35,387					29,118
Sales and marketing	47,176					7,075					3,373					54,251					8,672
General and administrative	20,583					17,036					5,630					37,619					16,363
Restructuring	—					—					(3		)			—					1,043
Total operating expenses	84,768					42,489					23,591					127,257					55,196
Operating loss	(90,552		)			(40,571		)			(9,705		)			(131,123		)			(39,708		)
Interest income	109					103					5					212					117
Interest expense	(41		)			(36		)			(32		)			(77		)			(38		)
Other income (expense), net	10,136					(17		)			22					10,119					(143		)
Loss before income taxes	(80,348		)			(40,521		)			(9,710		)			(120,869		)			(39,772		)
Provision for (benefit from) income taxes	339					296					17					635					(6,660		)
Net loss	$	(80,687	)			$	(40,817	)			$	(9,727	)			$	(121,504	)			$	(33,112	)
Net loss per share:
Basic and diluted	$	(0.42	)			$	(0.22	)			$	(0.07	)			$	(0.64	)			$	(0.24	)
Weighted-average shares used in computing net loss per share:
Basic and diluted	193,002,807					189,222,807					139,863,194					191,123,251					138,887,585

VELODYNE LIDAR, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	Three Months Ended										Six Months Ended
	June 30, 2021					June 30, 2020					June 30, 2021					June 30, 2020
Cash flows from operating activities:
Net loss	$	(80,687	)			$	(9,727	)			$	(121,504	)			$	(33,112	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	2,061					2,080					4,114					4,251
Reduction in carrying amount of ROU assets	746					—					1,533					—
Stock-based compensation	53,195					135					64,725					156
Provision for doubtful accounts	743					195					2,425					509
Gain from forgiveness of notes payable	(10,124		)			—					(10,124		)			—
Other	389					70					550					70
Changes in operating assets and liabilities:
Accounts receivable, net	3,254					(24,105		)			2,082					(23,914		)
Inventories, net	4,219					2,349					1,457					2,195
Prepaid and other current assets	1,810					7,615					3,512					2,939
Contract assets	—					(8,439		)			(2,438		)			(8,439		)
Other assets	8					166					6					264
Accounts payable	2,176					(3,946		)			(1,680		)			645
Accrued expenses and other liabilities	(3,844		)			(3,279		)			(7,711		)			(9,506		)
Contract liabilities	(1,628		)			17,629					264					11,397
Net cash used in operating activities	(27,682		)			(19,257		)			(62,789		)			(52,545		)
Cash flows from investing activities:
Purchase of property, plant and equipment	(1,178		)			(894		)			(1,779		)			(1,723		)
Proceeds from sales of short-term investments	—					—					2,000					—
Proceeds from maturities of short-term investments	48,943					—					55,943					2,200
Purchase of short-term investments	(98,444		)			—					(190,376		)			—
Investment in notes receivable	(750		)			—					(750		)			—
Net cash provided by (used in) investing activities	(51,429		)			(894		)			(134,962		)			477
Cash flows from financing activities:
Proceeds from issuance of preferred stock, net of issuance costs	—					19,919					—					19,919
Payment of transaction costs related to Business Combination	1					—					(20,005		)			—
Proceeds from warrant exercises	22					—					89,244					—
Tax withholding payment for vested equity awards	—					—					(37		)			—
Cash paid for IPO costs	—					(537		)			—					(1,196		)
Proceeds from notes payable	—					10,000					—					10,000
Net cash provided by financing activities	23					29,382					69,202					28,723
Effect of exchange rate fluctuations on cash and cash equivalents	(33		)			(7		)			(15		)			(30		)
Net decrease in cash and cash equivalents	(79,121		)			9,224					(128,564		)			(23,375		)
Beginning cash and cash equivalents	155,205					27,405					204,648					60,004
Ending cash and cash equivalents	$	76,084				$	36,629				$	76,084				$	36,629

VELODYNE LIDAR, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except share and per share data) (Unaudited)
	Three Months Ended															Six Months Ended
	June 30, 2021					March 31, 2021					June 30, 2020					June 30, 2021					June 30, 2020
Gross profit (loss) on GAAP basis	$	(5,784	)			$	1,918				$	13,886				$	(3,866	)			$	15,488
Gross margin on GAAP basis	(43		)	%		(30		)	%		82			%		(30		)	%		34			%
Stock-based compensation and related employer payroll taxes	451					811					—					1,262					—
Gross profit (loss) on non-GAAP basis	$	(5,333	)			$	2,729				$	13,886				$	(2,604	)			$	15,488
Gross margin on non-GAAP basis	(39		)	%		15			%		82			%		(8		)	%		34			%
Operating expenses on GAAP basis	$	84,768				$	42,489				$	31,605				$	127,257				$	55,196
Stock-based compensation and related employer payroll taxes	(53,624		)			(13,345		)			(135		)			(66,969		)			(156		)
Legal settlements	(2,245		)			(450		)			(18		)			(2,695		)			(2,480		)
Amortization of acquisition-related intangible assets	(97		)			(96		)			(96		)			(193		)			(192		)
Restructuring charges	—					—					3					—					(1,043		)
Operating expenses on non-GAAP basis	$	28,802				$	28,598				$	31,359				$	57,400				$	51,325
Operating loss on GAAP basis	$	(90,552	)			$	(40,571	)			$	(9,705	)			$	(131,123	)			$	(39,708	)
Stock-based compensation and related employer payroll taxes	54,075					14,156					135					68,231					156
Legal settlements	2,245					450					18					2,695					2,480
Amortization of acquisition-related intangible assets	97					96					96					193					192
Restructuring charges	—					—					(3		)			—					1,043
Operating loss on non-GAAP basis	$	(34,135	)			$	(25,869	)			$	(9,459	)			$	(60,004	)			$	(35,837	)
Other income (expense), net	$	10,136				$	(17	)			$	(165	)			$	10,119				$	(143	)
Gain from forgiveness of notes payable	(10,124		)			—					—					(10,124		)			—
Other income (expense), net on non-GAAP basis	$	12				$	(17	)			$	(165	)			$	(5	)			$	(143	)
Provision for (benefit from) income taxes on GAAP basis	$	339				$	296				$	17				$	635				$	(6,660	)
Non-GAAP tax reconciling adjustments	—					—					(7		)			—					6,679
Provision for (benefit from) income taxes on non-GAAP basis	$	339				$	296				$	10				$	635				$	19
Net loss on GAAP basis	$	(80,687	)			$	(40,817	)			$	(9,727	)			$	(121,504	)			$	(33,112	)
Stock-based compensation	54,075					14,156					135					68,231					156
Legal settlements	2,245					450					18					2,695					2,480
Amortization of acquisition-related intangible assets	97					96					96					193					192
Restructuring charges	—					—					(3		)			—					1,043
Gain from forgiveness of notes payable	(10,124		)			—					—					(10,124		)			—
Non-GAAP tax reconciling adjustments	—					—					7					—					(6,679		)
Net loss on non-GAAP basis	$	(34,394	)			$	(26,115	)			$	(9,474	)			$	(60,509	)			$	(35,920	)
Net loss per share on GAAP basis
Basic and diluted	$	(0.42	)			$	(0.22	)			$	(0.07	)			$	(0.64	)			$	(0.24	)
Weighted-average shares on GAAP basis
Basic and diluted	193,002,807					189,222,807					139,863,194					191,123,251					138,887,585
Net loss per share on non-GAAP basis
Basic and diluted	$	(0.18	)			$	(0.14	)			$	(0.07	)			$	(0.32	)			$	(0.26	)
Weighted-average shares on non-GAAP basis
Basic and diluted	193,002,807					189,222,807					139,863,194					191,123,251					138,887,585

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