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. The calculation of Adjusted EBITDA for this reporting period does not include litigation expenses. 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, depreciation and amortization, litigation and litigation related expenses 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.
Additional Information
In connection with the proposed transaction, [Ouster and Velodyne] plan to file with the SEC and mail or otherwise provide to their respective stockholders a joint proxy statement/prospectus regarding the proposed transaction. INVESTORS AND OUSTER’S AND VELODYNE’s RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF [Ouster AND Velodyne] WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain a free copy of the Joint Proxy Statement/Prospectus and other documents containing important information about Ouster and Velodyne, once such documents are filed with the SEC, from the SEC’s website at www.sec.gov. Ouster and Velodyne make available free of charge at www.ouster.com and www.velodynelidar.com, respectively (in the “Investors” section), copies of materials they file with, or furnish to, the SEC.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation
Ouster, Velodyne and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the stockholders of [Ouster and Velodyne] in connection with the proposed transaction. Securityholders may obtain information regarding the names, affiliations and interests of Ouster’s directors and executive officers in Ouster’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 28, 2022, and its definitive proxy statement for the 2022 annual meeting of stockholders, which was filed with the SEC on April 27, 2022. Securityholders may obtain information regarding the names, affiliations and interests of Velodyne’s directors and executive officers in Velodyne’s definitive proxy statement for the 2022 annual meeting of stockholders, which was filed with the SEC on April 29, 2022. Additional information regarding the interests of such individuals in the proposed transaction will be included in the Joint Proxy statement/Prospectus relating to the proposed transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Ouster’s website at https://investors.ouster.com/ and Velodyne’s website at https://investors.velodynelidar.com/.
OUSTER, INC. | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(unaudited) | |||||||
(in thousands, except share and per share data) | |||||||
September 30,
2022 |
December 31,
2021 |
||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ |
133,189 |
|
$ |
182,644 |
|
|
Restricted cash, current |
|
250 |
|
|
977 |
|
|
Accounts receivable, net |
|
10,783 |
|
|
10,723 |
|
|
Inventory |
|
20,804 |
|
|
7,448 |
|
|
Prepaid expenses and other current assets |
|
6,923 |
|
|
5,566 |
|
|
Total current assets |
|
171,949 |
|
|
207,358 |
|
|
Property and equipment, net |
|
8,594 |
|
|
10,054 |
|
|
Operating lease, right-of-use assets |
|
13,652 |
|
|
15,156 |
|
|
Goodwill |
|
51,151 |
|
|
51,076 |
|
|
Intangible assets, net |
|
19,286 |
|
|
22,652 |
|
|
Restricted cash, non-current |
|
1,088 |
|
|
1,035 |
|
|
Other non-current assets |
|
554 |
|
|
371 |
|
|
Total assets | $ |
266,274 |
|
$ |
307,702 |
|
|
Liabilities, redeemable convertible preferred stock and stockholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ |
8,154 |
|
$ |
4,863 |
|
|
Accrued and other current liabilities |
|
14,395 |
|
|
14,173 |
|
|
Operating lease liability, current portion |
|
3,127 |
|
|
3,067 |
|
|
Total current liabilities |
|
25,676 |
|
|
22,103 |
|
|
Operating lease liability, long-term portion |
|
14,288 |
|
|
16,208 |
|
|
Warrant Liabilities |
|
276 |
|
|
7,626 |
|
|
Debt |
|
19,181 |
|
|
— |
|
|
Other non-current liabilities |
|
1,561 |
|
|
1,065 |
|
|
Total liabilities |
|
60,982 |
|
|
47,002 |
|
|
Commitments and contingencies | |||||||
Redeemable convertible preferred stock |
|
— |
|
|
— |
|
|
Stockholders’ equity (deficit): | |||||||
Common stock |
|
18 |
|
|
17 |
|
|
Additional paid-in capital |
|
605,195 |
|
|
564,045 |
|
|
Accumulated deficit |
|
(399,740 |
) |
|
(303,356 |
) |
|
Accumulated other comprehensive loss |
|
(181 |
) |
|
(6 |
) |
|
Total stockholders’ equity |
|
205,292 |
|
|
260,700 |
|
|
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity | $ |
266,274 |
|
$ |
307,702 |
|
|
OUSTER, INC. | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||||||||||||
(unaudited) | ||||||||||||||||
(in thousands, except share and per share data) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Product revenue | $ |
11,204 |
|
$ |
7,755 |
|
$ |
30,091 |
|
$ |
21,726 |
|
||||
Cost of product |
|
7,488 |
|
|
5,879 |
|
|
21,002 |
|
|
16,212 |
|
||||
Gross (loss) profit |
|
3,716 |
|
|
1,876 |
|
|
9,089 |
|
|
5,514 |
|
||||
Operating expenses: | ||||||||||||||||
Research and development |
|
17,212 |
|
|
8,390 |
|
|
49,011 |
|
|
19,576 |
|
||||
Sales and marketing |
|
8,541 |
|
|
6,737 |
|
|
23,194 |
|
|
14,777 |
|
||||
General and administrative |
|
14,008 |
|
|
14,073 |
|
|
40,306 |
|
|
36,177 |
|
||||
Total operating expenses |
|
39,761 |
|
|
29,200 |
|
|
112,511 |
|
|
70,530 |
|
||||
Loss from operations |
|
(36,045 |
) |
|
(27,324 |
) |
|
(103,422 |
) |
|
(65,016 |
) |
||||
Other (expense) income: | ||||||||||||||||
Interest income |
|
733 |
|
|
165 |
|
|
1,231 |
|
|
305 |
|
||||
Interest expense |
|
(699 |
) |
|
— |
|
|
(1,143 |
) |
|
(504 |
) |
||||
Other income (expense), net |
|
61 |
|
|
14,490 |
|
|
7,071 |
|
|
(422 |
) |
||||
Total other expense, net |
|
95 |
|
|
14,655 |
|
|
7,159 |
|
|
(621 |
) |
||||
Loss before income taxes |
|
(35,950 |
) |
|
(12,669 |
) |
|
(96,263 |
) |
|
(65,637 |
) |
||||
Provision for income tax expense |
|
37 |
|
|
— |
|
|
121 |
|
|
— |
|
||||
Net loss | $ |
(35,987 |
) |
$ |
(12,669 |
) |
$ |
(96,384 |
) |
$ |
(65,637 |
) |
||||
Other comprehensive loss | ||||||||||||||||
Foreign currency translation adjustments | $ |
(87 |
) |
$ |
— |
|
$ |
(175 |
) |
$ |
— |
|
||||
Total comprehensive loss | $ |
(36,074 |
) |
$ |
(12,669 |
) |
$ |
(96,559 |
) |
$ |
(65,637 |
) |
||||
Net loss per common share, basic and diluted | $ |
(0.20 |
) |
$ |
(0.08 |
) |
$ |
(0.55 |
) |
$ |
(0.53 |
) |
||||
Weighted-average shares used to compute basic and diluted net loss per share |
|
181,361,354 |
|
|
156,647,259 |
|
|
175,795,093 |
|
|
123,175,390 |
|
||||
OUSTER, INC. | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(unaudited) | |||||||
(in thousands) | |||||||
Nine months ended September 30, | |||||||
2022 |
2021 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net loss | $ |
(96,384 |
) |
$ |
(65,637 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization |
|
7,070 |
|
|
3,428 |
|
|
Stock-based compensation |
|
25,324 |
|
|
18,557 |
|
|
Change in right-of-use asset |
|
2,075 |
|
|
1,292 |
|
|
Interest expense |
|
290 |
|
|
36 |
|
|
Amortization of debt issuance costs and debt discount |
|
104 |
|
|
250 |
|
|
Change in fair value of warrant liabilities |
|
(7,350 |
) |
|
406 |
|
|
Inventory write down |
|
894 |
|
|
866 |
|
|
Provision for doubtful accounts |
|
9 |
|
|
— |
|
|
Gain from disposal of property and equipment |
|
(100 |
) |
|
— |
|
|
Changes in operating assets and liabilities: | |||||||
Accounts receivable |
|
(69 |
) |
|
(4,378 |
) |
|
Inventory |
|
(14,249 |
) |
|
(2,551 |
) |
|
Prepaid expenses and other assets |
|
(1,540 |
) |
|
42 |
|
|
Accounts payable |
|
3,225 |
|
|
(2,707 |
) |
|
Accrued and other liabilities |
|
(158 |
) |
|
7,060 |
|
|
Operating lease liability |
|
(2,431 |
) |
|
(1,770 |
) |
|
Net cash used in operating activities |
|
(83,290 |
) |
|
(45,106 |
) |
|
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Proceeds from sale of property & equipment |
|
275 |
|
|
— |
|
|
Purchases of property and equipment |
|
(2,353 |
) |
|
(1,774 |
) |
|
Net cash used in investing activities |
|
(2,078 |
) |
|
(1,774 |
) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from the merger and private offering |
|
— |
|
|
291,454 |
|
|
Payment of offering costs |
|
— |
|
|
(27,124 |
) |
|
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 |
|
(46 |
) |
|
(43 |
) |
|
Proceeds from exercise of stock options |
|
398 |
|
|
539 |
|
|
Proceeds from borrowings, net of debt discount and issuance costs |
|
19,077 |
|
|
— |
|
|
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees |
|
16,322 |
|
|
— |
|
|
At-the-market offering costs for the issuance of common stock |
|
(278 |
) |
|
— |
|
|
Taxes paid related to net share settlement of restricted stock awards |
|
(59 |
) |
|
— |
|
|
Net cash provided by financing activities |
|
35,414 |
|
|
257,826 |
|
|
Effect of exchange rates on cash and cash equivalents |
|
(175 |
) |
|
— |
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
(50,129 |
) |
|
210,946 |
|
|
Cash, cash equivalents and restricted cash at beginning of period |
|
184,656 |
|
|
12,642 |
|
|
Cash, cash equivalents and restricted cash at end of period | $ |
134,527 |
|
$ |
223,588 |
|
|
OUSTER, INC. | ||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||||||||||
(unaudited) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
GAAP net loss | $ |
(35,987 |
) |
$ |
(12,669 |
) |
$ |
(96,384 |
) |
$ |
(65,637 |
) |
||||
Interest expense (income), net |
|
(34 |
) |
|
(165 |
) |
|
(88 |
) |
|
199 |
|
||||
Other expense (income), net |
|
(61 |
) |
|
(14,490 |
) |
|
(7,071 |
) |
|
422 |
|
||||
Stock-based compensation (1) |
|
8,455 |
|
|
7,147 |
|
|
25,324 |
|
|
18,557 |
|
||||
Provision for income tax expense |
|
37 |
|
|
— |
|
|
121 |
|
|
— |
|
||||
Non-GAAP operating loss |
|
(27,590 |
) |
|
(20,177 |
) |
|
(78,098 |
) |
|
(46,459 |
) |
||||
Depreciation and amortization expense (2) |
|
2,331 |
|
|
1,174 |
|
|
7,070 |
|
|
3,428 |
|
||||
Litigation expenses (3) |
|
1,123 |
|
|
500 |
|
|
1,715 |
|
|
500 |
|
||||
Adjusted EBITDA | $ |
(24,136 |
) |
$ |
(18,503 |
) |
$ |
(69,313 |
) |
$ |
(42,531 |
) |
(1) Includes stock-based compensation expense as follows: |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Cost of product revenue | $ |
207 |
$ |
206 |
$ |
570 |
$ |
457 |
||||||||
Research and development |
|
3,681 |
|
|
2,063 |
|
|
11,248 |
|
|
4,305 |
|
||||
Sales and marketing |
|
1,913 |
|
|
1,717 |
|
|
5,276 |
|
|
2,702 |
|
||||
General and administrative |
|
2,654 |
|
|
3,161 |
|
|
8,230 |
|
|
11,093 |
|
||||
Total stock-based compensation | $ |
8,455 |
|
$ |
7,147 |
|
$ |
25,324 |
|
$ |
18,557 |
|
(2) Includes depreciation and amortization expense as follows: |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2022 |
|
2021 |
2022 |
2021 |
||||||||||||
Cost of revenue | $ |
227 |
$ |
275 |
$ |
820 |
$ |
678 |
||||||||
Research and development |
|
889 |
|
|
231 |
|
|
2,600 |
|
|
350 |
|
||||
Sales and marketing |
|
75 |
|
|
— |
|
|
225 |
|
|
— |
|
||||
General and administrative |
|
1,140 |
|
|
654 |
|
|
3,426 |
|
|
1,226 |
|
||||
Total depreciation and amortization expense | $ |
2,331 |
|
$ |
1,160 |
|
$ |
7,070 |
|
$ |
2,254 |
|
(3) Litigation expenses and litigation-related expenses outside of the Company’s ordinary business operations |