The financials herein are unaudited and subject to the finalization of year-end audit procedures. 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 measure of Adjusted EBITDA is useful in evaluating its operating performance. Ouster calculates Adjusted EBITDA as net loss excluding interest expense (income), net, other expense (income), net, stock-based compensation expense, depreciation and amortization and other non-recurring expenses. Ouster believes that 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. 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.
1 “Strategic Customer Agreements” or “SCAs” establish a multi-year purchase and supply framework for Ouster and the customer, and include details about customer programs and applications where the customer intends to use Ouster products. SCAs also include multi-year non-binding customer forecasts (typically of three to five years in length) giving Ouster visibility to the customer's long-term purchasing requirements, mutually agreed upon pricing over the duration of the agreement, and in certain cases include multi-year binding purchase commitments. “Contracted revenue opportunity” represents the sum of both binding purchase commitments and non-binding forecasts. No assurances can be given that non-binding forecasts will mature into binding purchase commitments, or that any contracted revenue opportunity will result in revenue. No additional revenue opportunity beyond the customer’s actual forecast has been imputed.
2 “Customer” is defined as having purchased a sensor within the past twelve months ended March 31, 2022.
| OUSTER, INC. | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (unaudited) | ||||||||
| (in thousands, except share and per share data) | ||||||||
March 31, |
|
December 31 |
||||||
2022 |
|
2021 |
||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ |
160,783 |
|
$ |
182,644 |
|
||
| Restricted cash, current |
|
977 |
|
|
977 |
|
||
| Accounts receivable, net |
|
9,881 |
|
|
10,723 |
|
||
| Inventory |
|
11,619 |
|
|
7,448 |
|
||
| Prepaid expenses and other current assets |
|
3,006 |
|
|
5,566 |
|
||
| Total current assets |
|
186,266 |
|
|
207,358 |
|
||
| Property and equipment, net |
|
8,968 |
|
|
10,054 |
|
||
| Operating lease, right-of-use assets |
|
14,582 |
|
|
15,156 |
|
||
| Goodwill |
|
51,076 |
|
|
51,076 |
|
||
| Intangible assets, net |
|
21,530 |
|
|
22,652 |
|
||
| Restricted cash, non-current |
|
1,035 |
|
|
1,035 |
|
||
| Other non-current assets |
|
452 |
|
|
371 |
|
||
| Total assets | $ |
283,909 |
|
$ |
307,702 |
|
||
| Liabilities, redeemable convertible preferred stock and stockholders' equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ |
9,469 |
|
$ |
4,863 |
|
||
| Accrued and other current liabilities |
|
11,789 |
|
|
14,173 |
|
||
| Operating lease liability, current portion |
|
2,888 |
|
|
3,067 |
|
||
| Total current liabilities |
|
24,146 |
|
|
22,103 |
|
||
| Operating lease liability, long-term portion |
|
15,685 |
|
|
16,208 |
|
||
| Warrant liabilities |
|
5,881 |
|
|
7,626 |
|
||
| Other non-current liabilities |
|
1,018 |
|
|
1,065 |
|
||
| Total liabilities |
|
46,730 |
|
|
47,002 |
|
||
| Commitments and contingencies | ||||||||
| Redeemable convertible preferred stock, $0.0001 par value per share; 100,000,000 shares authorized at March 31, 2022 and December 31, 2021; Nil shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (aggregate liquidation preference of Nil at March 31, 2022 and December 31, 2021, respectively) |
|
— |
|
|
— |
|
||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2022 and December 31, 2021; 173,602,503 and 172,200,417 issued and outstanding at March 31, 2022 and December 31, 2021, respectively |
|
17 |
|
|
17 |
|
||
| Additional paid-in capital |
|
572,933 |
|
|
564,045 |
|
||
| Accumulated deficit |
|
(335,753 |
) |
|
(303,356 |
) |
||
| Accumulated other comprehensive loss |
|
(18 |
) |
|
(6 |
) |
||
| Total stockholders’ equity |
|
237,179 |
|
|
260,700 |
|
||
| Total liabilities, redeemable convertible preferred stock, and stockholders’ equity | $ |
283,909 |
|
$ |
307,702 |
|
||
| OUSTER, INC. | |||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
|||||||
| (unaudited) |
|||||||
| (in thousands, except share and per share data) |
|||||||
| Three Months Ended March 31, |
|||||||
| 2022 |
|
2021 |
|||||
| Product revenue | $ |
8,558 |
|
$ |
6,611 |
|
|
| Cost of product revenue |
|
5,967 |
|
|
4,868 |
|
|
| Gross profit |
|
2,591 |
|
|
1,743 |
|
|
| Operating expenses: | |||||||
| Research and development |
|
15,906 |
|
|
4,712 |
|
|
| Sales and marketing |
|
7,090 |
|
|
3,426 |
|
|
| General and administrative |
|
13,783 |
|
|
9,907 |
|
|
| Total operating expenses |
|
36,779 |
|
|
18,045 |
|
|
| Loss from operations |
|
(34,188 |
) |
|
(16,302 |
) |
|
| Other income (expense): | |||||||
| Interest income |
|
154 |
|
|
1 |
|
|
| Interest expense |
|
— |
|
|
(504 |
) |
|
| Other income (expense), net |
|
1,684 |
|
|
(4,152 |
) |
|
| Total other income (expense), net |
|
1,838 |
|
|
(4,655 |
) |
|
| Loss before income taxes |
|
(32,350 |
) |
|
(20,957 |
) |
|
| Provision for income taxe expense |
|
47 |
|
|
— |
|
|
| Net loss |
|
(32,397 |
) |
|
(20,957 |
) |
|
| Other comprehensive loss | |||||||
| Foreign currency translation adjustments |
|
(12 |
) |
|
— |
|
|
| Total comprehensive loss |
|
(32,409 |
) |
|
(20,957 |
) |
|
| Net loss per common share, basic and diluted | $ |
(0.19 |
) |
$ |
(0.38 |
) |
|
| Weighted-average shares used to compute basic and diluted net loss per share |
|
170,906,196 |
|
|
55,688,281 |
|
|
| OUSTER, INC. |
|||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
| (unaudited) | |||||||
| (in thousands) | |||||||
| Three Months Ended March 31, |
|||||||
| 2022 |
|
2021 |
|||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net loss | $ |
(32,397 |
) |
$ |
(20,957 |
) |
|
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Depreciation and amortization |
|
2,385 |
|
|
1,095 |
|
|
| Stock-based compensation |
|
8,750 |
|
|
5,256 |
|
|
| Change in right-of-use asset |
|
644 |
|
|
520 |
|
|
| Interest expense on notes and convertible debt |
|
- |
|
|
36 |
|
|
| Amortization of debt issuance costs and debt discount |
|
- |
|
|
250 |
|
|
| Change in fair value of warrant liabilities |
|
(1,745 |
) |
|
4,152 |
|
|
| Inventory write down |
|
203 |
|
|
- |
|
|
| Gain from disposal of property and equipment |
|
(100 |
) |
|
- |
|
|
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable |
|
842 |
|
|
(140 |
) |
|
| Inventory |
|
(4,373 |
) |
|
(476 |
) |
|
| Prepaid expenses and other assets |
|
2,480 |
|
|
(1,202 |
) |
|
| Accounts payable |
|
4,807 |
|
|
(1 |
) |
|
| Accrued and other liabilities |
|
(2,551 |
) |
|
(254 |
) |
|
| Operating lease liability |
|
(772 |
) |
|
(678 |
) |
|
| Net cash used in operating activities |
|
(21,827 |
) |
|
(12,399 |
) |
|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Proceeds from sale of property & equipment |
|
275 |
|
|
- |
|
|
| Purchases of property and equipment |
|
(416 |
) |
|
(597 |
) |
|
| Net cash used in investing activities |
|
(141 |
) |
|
(597 |
) |
|
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Proceeds from the merger and private offering |
|
- |
|
|
291,454 |
|
|
| Payment of offering costs |
|
- |
|
|
(26,116 |
) |
|
| Repayment of debt |
|
- |
|
|
(7,000 |
) |
|
| Proceeds from issuance of promissory notes to related parties |
|
- |
|
|
5,000 |
|
|
| Repayment of promissory notes to related parties |
|
- |
|
|
(5,000 |
) |
|
| Repurchase of common stock |
|
(31 |
) |
|
(43 |
) |
|
| Proceeds from exercise of stock options |
|
209 |
|
|
504 |
|
|
| Taxes paid related to net share settlement of restricted stock awards |
|
(59 |
) |
|
- |
|
|
| Net cash provided by financing activities |
|
119 |
|
|
258,799 |
|
|
| Effect of exchange rates on cash and cash equivalents |
|
(12 |
) |
|
- |
|
|
| Net increase (decrease) in cash, cash equivalents and restricted cash |
|
(21,862 |
) |
|
245,803 |
|
|
| Cash, cash equivalents and restricted cash at beginning of year |
|
184,657 |
|
|
12,642 |
|
|
| Cash, cash equivalents and restricted cash at end of year | $ |
162,795 |
|
$ |
258,445 |
|
|
| SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES: | |||||||
| Cash paid for interest | $ |
- |
|
$ |
635 |
|
|
| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | |||||||
| Property and equipment purchases included in accounts payable and accrued liabilities | $ |
377 |
|
$ |
100 |
|
|
| Private placement warrants acquired as part of the merger | $ |
- |
|
$ |
19,377 |
|
|
| Issuance of redeemable convertible preferred stock upon exercise of warrants | $ |
- |
|
$ |
58,097 |
|
|
| Conversion of redeemable convertible preferred stock to common stock | $ |
- |
|
$ |
97,322 |
|
|
| Deferred transaction costs not yet paid | $ |
- |
|
$ |
504 |
|
|
| OUSTER, INC. | |||||||
| RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | |||||||
| (unaudited) | |||||||
| (in thousands) | |||||||
| Three Months Ended March 31, |
|||||||
| 2022 |
|
2021 |
|||||
| GAAP net loss | $ |
(32,397 |
) |
$ |
(20,957 |
) |
|
| Interest expense (income), net |
|
(154 |
) |
|
503 |
|
|
| Other expense (income), net |
|
(1,684 |
) |
|
4,152 |
|
|
| Stock-based compensation (1) |
|
8,750 |
|
|
5,256 |
|
|
| Income taxes |
|
47 |
|
|
- |
|
|
| Non-GAAP operating loss |
|
(25,438 |
) |
|
(11,046 |
) |
|
| Depreciation and amortization expense (2) |
|
2,385 |
|
|
1,095 |
|
|
| Adjusted EBITDA | $ |
(23,053 |
) |
$ |
(9,951 |
) |
|
| (1) Includes stock-based compensation expense as follows: | |||||||
| Three Months Ended March 31, |
|||||||
| 2022 |
|
2021 |
|||||
| Cost of revenue | $ |
383 |
|
$ |
118 |
|
|
| Research and development |
|
3,595 |
|
|
921 |
|
|
| Sales and marketing |
|
1,524 |
|
|
265 |
|
|
| General and administrative |
|
3,248 |
|
|
3,952 |
|
|
| Total stock-based compensation | $ |
8,750 |
|
$ |
5,256 |
|
|
| (2) Includes depreciation and amortization expense as follows: | |||||||
| Three Months Ended March 31, |
|||||||
| 2022 |
|
2021 |
|||||
| Cost of revenue | $ |
577 |
|
$ |
350 |
|
|
| Research and development |
|
577 |
|
|
192 |
|
|
| Sales and marketing |
|
75 |
|
|
— |
|
|
| General and administrative |
|
1,156 |
|
|
553 |
|
|
| Total depreciation and amortization expense | $ |
2,385 |
|
$ |
1,095 |
|
|
