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 and depreciation and amortization. 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 comparing 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 Adjusted EBITDA loss is a non-GAAP financial measure. See Non-GAAP Financial Measures for additional information and a reconciliation to Net loss, the most directly comparable financial measure calculated in accordance with U.S. GAAP.
3 Sense Photonics acquisition closed on October 22, 2021.
4 “Customer” is defined as having purchased a sensor within the past twelve months ended September 30, 2021.
| OUSTER, INC. | |||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
| (unaudited) | |||||||
| (in thousands) | |||||||
| September 30,
2021 |
December 31,
2020 |
||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ |
221,576 |
|
$ |
11,362 |
|
|
| Restricted cash, current |
|
1,008 |
|
|
276 |
|
|
| Accounts receivable, net |
|
6,705 |
|
|
2,327 |
|
|
| Inventory, net |
|
6,502 |
|
|
4,817 |
|
|
| Prepaid expenses and other current assets |
|
6,288 |
|
|
2,441 |
|
|
| Total current assets |
|
242,079 |
|
|
21,223 |
|
|
| Property and equipment, net |
|
8,411 |
|
|
9,731 |
|
|
| Operating lease, right-of-use assets |
|
9,779 |
|
|
11,071 |
|
|
| Restricted cash, non-current |
|
1,004 |
|
|
1,004 |
|
|
| Other non-current assets |
|
- |
|
|
3,385 |
|
|
| Total assets | $ |
261,273 |
|
$ |
46,414 |
|
|
| Liabilities, redeemable convertible preferred stock and stockholders’ deficit | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ |
4,461 |
|
$ |
6,894 |
|
|
| Accrued and other current liabilities |
|
11,438 |
|
|
4,121 |
|
|
| Short-term debt |
|
- |
|
|
7,130 |
|
|
| Operating lease liability, current portion |
|
3,057 |
|
|
2,772 |
|
|
| Total current liabilities |
|
18,956 |
|
|
20,917 |
|
|
| Operating lease liability, long-term portion |
|
9,853 |
|
|
11,908 |
|
|
| Warrant liabilities |
|
10,979 |
|
|
49,293 |
|
|
| Other non-current liabilities |
|
905 |
|
|
978 |
|
|
| Total liabilities |
|
40,693 |
|
|
83,096 |
|
|
| Commitments and contingencies | |||||||
| Redeemable convertible preferred stock |
|
- |
|
|
39,225 |
|
|
| Stockholders’ deficit: | |||||||
| Common stock |
|
16 |
|
|
- |
|
|
| Preferred stock |
|
- |
|
|
- |
|
|
| Additional paid-in capital |
|
495,576 |
|
|
133,468 |
|
|
| Accumulated deficit |
|
(275,012 |
) |
|
(209,375 |
) |
|
| Total stockholders’ deficit |
|
220,580 |
|
|
(75,907 |
) |
|
| Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | $ |
261,273 |
|
$ |
46,414 |
|
|
| 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, | ||||||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
| Revenue | |||||||||||||||
| Product revenue | $ |
7,755 |
|
$ |
5,934 |
|
$ |
21,726 |
|
$ |
10,524 |
|
|||
| Service revenue |
|
- |
|
|
13 |
|
|
- |
|
|
2,004 |
|
|||
| Total revenue |
|
7,755 |
|
|
5,947 |
|
|
21,726 |
|
|
12,528 |
|
|||
| Cost of revenue | |||||||||||||||
| Cost of product |
|
5,879 |
|
|
4,884 |
|
|
16,212 |
|
|
12,962 |
|
|||
| Cost of services |
|
- |
|
|
- |
|
|
- |
|
|
26 |
|
|||
| Total cost of revenue |
|
5,879 |
|
|
4,884 |
|
|
16,212 |
|
|
12,988 |
|
|||
| Gross (loss) profit |
|
1,876 |
|
|
1,063 |
|
|
5,514 |
|
|
(460 |
) |
|||
| Operating expenses: | |||||||||||||||
| Research and development |
|
8,390 |
|
|
8,876 |
|
|
19,576 |
|
|
19,028 |
|
|||
| Sales and marketing |
|
6,737 |
|
|
2,394 |
|
|
14,777 |
|
|
6,305 |
|
|||
| General and administrative |
|
14,073 |
|
|
4,512 |
|
|
36,177 |
|
|
11,856 |
|
|||
| Total operating expenses |
|
29,200 |
|
|
15,782 |
|
|
70,530 |
|
|
37,189 |
|
|||
| Loss from operations |
|
(27,324 |
) |
|
(14,719 |
) |
|
(65,016 |
) |
|
(37,649 |
) |
|||
| Other (expense) income: | |||||||||||||||
| Interest income |
|
165 |
|
|
1 |
|
|
305 |
|
|
24 |
|
|||
| Interest expense |
|
- |
|
|
(521 |
) |
|
(504 |
) |
|
(2,196 |
) |
|||
| Other income (expense), net |
|
14,490 |
|
|
(4,376 |
) |
|
(422 |
) |
|
(9,799 |
) |
|||
| Total other expense, net |
|
14,655 |
|
|
(4,896 |
) |
|
(621 |
) |
|
(11,971 |
) |
|||
| Loss before income taxes |
|
(12,669 |
) |
|
(19,615 |
) |
|
(65,637 |
) |
|
(49,620 |
) |
|||
| Provision for income tax expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|||
| Net loss and comprehensive loss | $ |
(12,669 |
) |
$ |
(19,615 |
) |
$ |
(65,637 |
) |
$ |
(49,620 |
) |
|||
| Net loss per common share, basic and diluted | $ |
(0.08 |
) |
$ |
(0.97 |
) |
$ |
(0.53 |
) |
$ |
(3.15 |
) |
|||
| Weighted-average shares used to compute basic and diluted net loss per share |
|
156,647,259 |
|
|
20,303,631 |
|
|
123,175,390 |
|
|
15,753,057 |
|
|||
| OUSTER, INC. | |||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
| (unaudited) | |||||||
| (in thousands) | |||||||
| Nine Months Ended September 30, | |||||||
|
|
2021 |
|
|
2020 |
|
||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net loss | $ |
(65,637 |
) |
$ |
(49,620 |
) |
|
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Depreciation and amortization |
|
3,428 |
|
|
2,705 |
|
|
| Stock-based compensation |
|
18,557 |
|
|
7,891 |
|
|
| Change in right-of-use asset |
|
1,292 |
|
|
1,388 |
|
|
| Interest expense on notes and convertible debt |
|
36 |
|
|
840 |
|
|
| Amortization of debt issuance costs and debt discount |
|
250 |
|
|
335 |
|
|
| Change in fair value of warrant liabilities |
|
406 |
|
|
6,097 |
|
|
| Change in fair value of derivative liability |
|
- |
|
|
5,308 |
|
|
| Gain on extinguishment of tranche right liability |
|
- |
|
|
(1,610 |
) |
|
| Inventory write down |
|
866 |
|
|
1,156 |
|
|
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable |
|
(4,378 |
) |
|
(2,023 |
) |
|
| Inventory |
|
(2,551 |
) |
|
(4,064 |
) |
|
| Prepaid expenses and other assets |
|
42 |
|
|
21 |
|
|
| Accounts payable |
|
(2,707 |
) |
|
(625 |
) |
|
| Accrued and other liabilities |
|
7,060 |
|
|
(2,001 |
) |
|
| Operating lease liability |
|
(1,770 |
) |
|
(429 |
) |
|
| Net cash used in operating activities |
|
(45,106 |
) |
|
(34,631 |
) |
|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Purchases of property and equipment |
|
(1,774 |
) |
|
(2,394 |
) |
|
| Net cash used in investing activities |
|
(1,774 |
) |
|
(2,394 |
) |
|
| 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 |
) |
|
(3,000 |
) |
|
| Proceeds from issuance of promissory notes to related parties |
|
5,000 |
|
|
- |
|
|
| Repayment of promissory notes to related parties |
|
(5,000 |
) |
|
- |
|
|
| Repurchase of common stock |
|
(43 |
) |
|
- |
|
|
| Proceeds from exercise of stock options |
|
539 |
|
|
9 |
|
|
| Issuance of common stock upon exercise of restricted stock awards |
|
- |
|
|
8 |
|
|
| Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance cost of $265 |
|
- |
|
|
41,526 |
|
|
| Net cash provided by financing activities |
|
257,826 |
|
|
38,543 |
|
|
| Net increase (decrease) in cash, cash equivalents and restricted cash |
|
210,946 |
|
|
1,518 |
|
|
| Cash, cash equivalents and restricted cash at beginning of period |
|
12,642 |
|
|
18,405 |
|
|
| Cash, cash equivalents and restricted cash at end of period | $ |
223,588 |
|
$ |
19,923 |
|
|
| OUSTER, INC. |
||||||||||||||||
| RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES |
||||||||||||||||
| (unaudited) |
||||||||||||||||
| (in thousands) |
||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
||
| GAAP net loss | $ |
(12,669 |
) |
$ |
(19,615 |
) |
$ |
(65,637 |
) |
$ |
(49,620 |
) |
||||
| Interest expense (income), net |
|
(165 |
) |
|
520 |
|
|
199 |
|
|
2,172 |
|
||||
| Other expense (income), net |
|
(14,490 |
) |
|
4,376 |
|
|
422 |
|
|
9,799 |
|
||||
| Stock-based compensation (1) |
|
7,147 |
|
|
7,256 |
|
|
18,557 |
|
|
7,891 |
|
||||
| Non-GAAP operating loss |
|
(20,177 |
) |
|
(7,463 |
) |
|
(46,459 |
) |
|
(29,758 |
) |
||||
| Depreciation and amortization expense |
|
1,174 |
|
|
980 |
|
|
3,428 |
|
|
2,705 |
|
||||
| Adjusted EBITDA (2) | $ |
(19,003 |
) |
$ |
(6,483 |
) |
$ |
(43,031 |
) |
$ |
(27,053 |
) |
||||
| (1) Stock-based compensation for the nine months ended September 30, 2021, in cost of revenue, research and development, sales and marketing and general administrative expenses were $0.5 million, $4.3 million, $2.7 million and $11.1 million, respectively, and $0.6 million, $5.2 million, $0.4 million and $1.7 million, respectively, for the same period in the prior year. | ||||||||
| (2) Includes $1.2 million of expenses related to Sense Photonics acquisition |
