false 0001816581 0001816581 2023-08-10 2023-08-10 0001816581 oust:CommonStock0.0001ParValuePerShare3Member 2023-08-10 2023-08-10 0001816581 oust:WarrantsToPurchaseCommonStock1Member 2023-08-10 2023-08-10 0001816581 oust:WarrantsToPurchaseCommonStockExpiring20252Member 2023-08-10 2023-08-10





Washington, D.C. 20549









Date of Report (Date of earliest event reported): August 10, 2023



Ouster, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39463   86-2528989

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

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)


(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





Name of each exchange

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 August 10, 2023, Ouster, Inc. (the “Company”) announced financial results for the three and six months ended June 30, 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 (the “Exchange Act”) 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, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits




99.1*    Press Release, dated August 10, 2023.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document



Furnished herewith.


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: August 10, 2023     By:  

/s/ Mark Weinswig

    Name:   Mark Weinswig
    Title:   Chief Financial Officer

Exhibit 99.1

Ouster Achieves Q2 2023 Revenue Guidance;

Increases Cost Savings Target

Over $19 million in revenue and $43 million in bookings in the second quarter 2023

Now targeting annualized cost savings of over $110 million exiting the fourth quarter 2023

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 six months ended June 30, 2023. The second quarter 2022 comparative financial highlights reflect only the results of standalone Ouster. First quarter 2023 comparative financial highlights are composed of Ouster standalone performance through February 10, 2023 and combined performance of both companies following the merger with Velodyne on February 10, 2023 through March 31, 2023.

Second Quarter 2023 Highlights



Over $19 million in revenue, up 13% quarter over quarter, and up 88% year over year.



Booked1 $43 million in business with new and existing customers.



Gross margins of 1%, compared to (2)% in the first quarter 2023 and 27% in the second quarter 2022.



Non-GAAP gross margins2 of 26%, up from 25% in the first quarter of 2023.



Shipped over 3,000 sensors for revenue in the second quarter, up 1% quarter over quarter and 71% year over year.



Net loss of $123 million in the second quarter of 2023, compared to $177 million in the first quarter of 2023 and $28 million in the second quarter of 2022.2



Adjusted EBITDA3 loss improved to $24 million, compared to a loss of $27 million in the first quarter of 2023 and a loss of $23 million in the second quarter of 2022.



Cash, cash equivalents and short-term investments balance of $224 million as of June 30, 2023.

“Ouster exited the second quarter 2023 with record quarterly revenues and strong bookings. These results, coupled with our cost reduction efforts, and continued execution on our cutting-edge product roadmap, position the Company for long-term success,” said Ouster CEO Angus Pacala. “We remain on track to build a strong go-forward enterprise that will create value for all of our stakeholders.”

Ouster’s second quarter GAAP gross margins of 1% include certain expenses outside of our ordinary operations, including excess and obsolete costs, of $3.8 million associated with the consolidation of product lines and manufacturing transition from the REV6 to REV7 OS sensors. The Company improved non-GAAP gross margins to 26% in the second quarter of 2023, through strong demand for the REV7 sensor product line and improved average selling prices. Continued commercial traction for the REV7 sensor and recent cost reduction efforts support management’s expectations that margins will improve in the second half of 2023.




Bookings represent binding contract orders entered during the period.


Net loss includes goodwill impairment non-cash charges of $99 million in first quarter 2023 and $67 million in second quarter 2023.


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, the most directly comparable financial measures calculated in accordance with U.S. GAAP.



2023 Business Objectives and Updates



Drive new business through targeted sales approach to deliver near-term growth



Execute on the digital lidar roadmap for OS and DF series to expand serviceable market



Develop a robust software ecosystem to accelerate lidar adoption



Build a financially strong business to support long-term growth and deliver value to shareholders

Drive New Business: Ouster increased shipments of its REV7 OS sensors in the second quarter with higher average selling prices. REV7 sensors now account for the majority of OS sensor revenue and bookings. The Company also shipped VLS-128 sensors to Motional and May Mobility coinciding with new and expanded customer agreements.

Execute on Digital Product Roadmap: Ouster continued to make progress on its digital lidar roadmap with the release of early B-samples of its solid-state Digital Flash (DF) sensors. At only 40mm tall, and fully solid state, these final form-factor DF sensors can detect 10% reflective objects at up to 200 meters range with camera-like resolution. Early B-samples will be offered to leading automakers starting in the third quarter of 2023, which we expect will be a major catalyst to our automotive platform.

Develop Robust Software Ecosystem: Ouster enabled OS sensor compatibility for BlueCity, its turnkey traffic management solution, as part of its plans to unify the solution with Ouster Gemini, its digital lidar perception platform for smart infrastructure applications.

Build Financially Strong Business:



Cost Savings: Following its June cost reduction announcement, Ouster now expects to realize annualized cost savings of over $110 million exiting the fourth quarter of 2023, baselined against the standalone cost structures of the two companies as of the third quarter 2022. The Company reduced annual run-rate costs by an additional approximately $40 million in the second quarter of 2023. The Company recognized a one-time cash expense of over $3 million in the quarter.



Scaling Manufacturing: As part of its outsourced manufacturing strategy to scale production and reduce costs, Ouster completed the transition of the VLP-32 sensor to Fabrinet in Thailand, and is on track to fully transition the VLS-128 by the end of the year.

Third Quarter 2023 Outlook

For the third quarter of 2023, Ouster expects to achieve $20 million to $22 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, August 10, 2023 to discuss its financial results and business outlook. To access the call, please register at https://conferencingportals.com/event/ERDXYEAl.

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 telephonic replay of the conference call will be available through August 24, 2023. To access the replay, please dial (800) 770-2030 from the U.S. or (647) 362-9199 from outside the U.S. and enter the conference ID number: 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, Asia-Pacific, and the Middle East. 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 historical facts, including statements regarding Ouster’s revenue guidance; anticipated new product launches and developments; its future results of operations, cash reserve and financial position; anticipated cost savings; execution against the Company’s product roadmap; industry and business trends; its business objectives, plans, strategic partnerships, market growth; manufacturing transitions; and its competitive market position 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; the negotiating power and product standards of its customers; fluctuations in its operating results; its ability to successfully integrate its business with Velodyne and achieve the anticipated benefits of the Velodyne merger; supply chain constraints and challenges; cancellation or postponement of contracts or unsuccessful implementations; the ability of its lidar technology roadmap and new software solutions to catalyze growth; the adoption of its products and the growth of the lidar market generally; Ouster’s ability to grow its sales and marketing organization; substantial research and development costs needed to develop and commercialize new products; the competitive environment in which Ouster operates; selection of Ouster’s products for inclusion in target markets; Ouster’s future capital needs and ability to secure additional capital on favorable terms or at all; its ability to use tax attributes; Ouster’s dependence on key third party suppliers, in particular Benchmark Electronics, Inc., Fabrinet, and other suppliers; Ouster’s ability to maintain inventory and the risk of inventory write-downs; inaccurate forecasts of market growth; Ouster’s ability to manage growth and recognize anticipated cost savings; the creditworthiness of Ouster’s customers; risks related to acquisitions; risks related to international operations; risks of product delivery problems or defects; costs associated with product warranties; Ouster’s ability to maintain competitive average selling prices or high sales volumes or reduce product costs; conditions in its customers’ industries; Ouster’s ability to recruit and retain key personnel; Ouster’s ability to adequately protect and enforce its intellectual property rights, including as relates to Hesai Group; Ouster’s ability to effectively respond to evolving regulations and standards; 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, 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, amortization of acquired intangible assets, depreciation expenses, certain restructuring costs excluding stock-based compensation expenses, certain excess and obsolete expenses and losses on firm purchase commitments, certain litigation and litigation related expenses and merger and acquisition related expenses. 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. 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.


For Investors


For Media







(in thousands)


     June 30,
    December 31,



Current assets:


Cash and cash equivalents

   $ 91,237     $ 122,932  

Restricted cash, current

     528       257  

Short-term investments

     133,176       —    

Accounts receivable, net

     15,106       11,233  


     27,812       19,533  

Prepaid expenses and other current assets

     12,565       8,543  







Total current assets

     280,424       162,498  

Property and equipment, net

     12,739       9,695  

Operating lease, right-of-use assets

     21,069       12,997  

Unbilled receivable, long-term portion

     7,433       —    


     —         51,152  

Intangible assets, net

     27,951       18,165  

Restricted cash, non-current

     1,090       1,089  

Other non-current assets

     3,079       541  







Total assets

   $ 353,785     $ 256,137  







Liabilities and stockholders’ equity


Current liabilities:


Accounts payable

   $ 10,296     $ 8,798  

Accrued and other current liabilities

     39,843       17,071  

Contract liabilities

     9,776       402  

Operating lease liability, current portion

     7,317       3,221  







Total current liabilities

     67,232       29,492  

Operating lease liability, long-term portion

     22,455       13,400  


     40,135       39,574  

Contract liabilities, long-term portion

     5,264       342  

Other non-current liabilities

     1,708       1,710  







Total liabilities

     136,794       84,518  







Commitments and contingencies


Stockholders’ equity:


Common stock

     39       19  

Additional paid-in capital

     959,111       613,665  

Accumulated deficit

     (741,929     (441,916

Accumulated other comprehensive loss

     (230     (149







Total stockholders’ equity

     216,991       171,619  







Total liabilities and stockholders’ equity

   $ 353,785     $ 256,137  












(in thousands, except share and per share data)


     Three Months Ended June 30,     Six Months Ended June 30,  
     2023     2022     2023     2022  


   $ 19,396     $ 10,329     $ 36,626     $ 18,887  

Cost of revenue

     19,210       7,547       36,816       13,514  













Gross (loss) profit

     186       2,782       (190     5,373  

Operating expenses:


Research and development

     26,447       15,893       58,906       31,799  

Sales and marketing

     11,666       7,563       25,199       14,653  

General and administrative

     17,842       12,515       49,167       26,298  

Goodwill impairment charges

     67,266       —         166,675       —    













Total operating expenses

     123,221       35,971       299,947       72,750  













Loss from operations

     (123,035     (33,189     (300,137     (67,377

Other (expense) income:


Interest income

     2,245       344       3,964       498  

Interest expense

     (1,728     (444     (3,397     (444

Other income (expense), net

     (165     5,326       (111     7,010  













Total other income, net

     352       5,226       456       7,064  













Loss before income taxes

     (122,683     (27,963     (299,681     (60,313

Provision for income tax expense

     50       37       332       84  













Net loss

   $ (122,733   $ (28,000   $ (300,013   $ (60,397













Other comprehensive loss


Changes in unrealized gain (loss) on available for sale securities

   $ (74   $ —       $ (24   $ —    

Foreign currency translation adjustments

   $ 23     $ (76   $ (57   $ (88













Total comprehensive loss

   $ (122,784   $ (28,076   $ (300,094   $ (60,485













Net loss per common share, basic and diluted

   $ (3.19   $ (1.60   $ (8.84   $ (3.49

Weighted-average shares used to compute basic and diluted net loss per share

     38,448,241       17,505,736       33,937,505       17,296,583  






(in thousands)


     Six Months Ended June 30,  
     2023     2022  



Net loss

   $ (300,013   $ (60,397

Adjustments to reconcile net loss to net cash used in operating activities:


Goodwill impairment charges

     166,675       —    

Depreciation and amortization

     10,605       4,739  

Loss on write-off of construction in progress and right-of-use asset impairment

     1,423       —    

Stock-based compensation

     38,246       16,869  

Reduction of revenue related to stock warrant issued to customer

     61       —    

Change in right-of-use asset

     2,012       1,358  

Interest expense

     889       402  

Amortization of debt issuance costs and debt discount

     125       42  

Accretion or amortization on short-term investments

     (2,097     —    

Change in fair value of warrant liabilities

     (126     (7,134

Inventory write down

     5,065       447  

Provision for doubtful accounts

     541       —    

Loss/(Gain) from disposal of property and equipment

     (248     (100

Changes in operating assets and liabilities, net of acquisition effects:


Accounts receivable

     3,420       1,341  


     (3,644     (10,180

Prepaid expenses and other assets

     (1,126     (1,957

Contract assets

     —         —    

Accounts payable

     (1,741     1,094  

Accrued and other liabilities

     (4,779     (329

Contract liabilities

     759       —    

Operating lease liability

     (2,525     (1,588







Net cash used in operating activities

     (86,478     (55,393









Proceeds from sale of property and equipment

     560       275  

Purchases of property and equipment

     (1,973     (1,277

Purchase of short-term investments

     (48,554     —    

Proceeds from sales of short-term investments

     72,481       —    

Cash and cash equivalents acquired in the Velodyne Merger

     32,137       —    







Net cash provided by (used in) investing activities

     54,651       (1,002









Repurchase of common stock

     —         (43

Proceeds from ESPP purchase

     310       —    

Proceeds from exercise of stock options

     150       252  

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

     —         14,568  

At-the-market offering costs for the issuance of common stock

     —         (196

Taxes paid related to net share settlement of restricted stock units

     —         (59







Net cash provided by financing activities

     460       33,599  







Effect of exchange rates on cash and cash equivalents

     (56     (88







Net decrease in cash, cash equivalents and restricted cash

     (31,423     (22,884

Cash, cash equivalents and restricted cash at beginning of period

     124,278       184,656  







Cash, cash equivalents and restricted cash at end of period

   $ 92,855     $ 161,772  












(in thousands)


     Three Months Ended June 30,     Six Months Ended June 30,  
     2023     2022     2023     2022  

GAAP net loss

   $ (122,733   $ (28,000   $ (300,013   $ (60,397

Interest expense (income), net

     (517     100       (567     (54

Other expense (income), net

     165       (5,326     111       (7,010

Stock-based compensation(1)

     16,466       8,119       38,246       16,869  

Provision for income tax expense

     50       37       332       84  

Goodwill impairment charge

     67,266       —         166,675       —    

Amortization of acquired intangibles(2)

     1,702       1,122       3,213       2,244  

Restructuring costs, excluding stock-based compensation expense

     3,342       —         15,977       —    

Excess and obsolete expenses and loss on firm purchase commitments

     3,750       —         7,380       —    

Depreciation expense(2)

     2,744       1,232       7,392       2,495  

Litigation expenses(3)

     3,364       92       3,901       592  

Merger and acquisition related expenses(4)

     —         —         6,058       —    













Adjusted EBITDA

   $ (24,401   $ (22,624   $ (51,294   $ (45,177















Includes stock-based compensation expense as follows:


     Three Months Ended June 30,      Six Months Ended June 30,  
     2023      2022      2023      2022  

Cost of revenue

   $ 654      $ 146      $ 1,428      $ 365  

Research and development

     8,204        3,806        15,709        7,566  

Sales and marketing

     3,500        1,839        6,381        3,362  

General and administrative

     4,108        2,328        14,728        5,576  













Total stock-based compensation

   $ 16,466      $ 8,119      $ 38,246      $ 16,869  















Includes depreciation and amortization expense as follows:


     Three Months Ended June 30,      Six Months Ended June 30,  
     2023      2022      2023      2022  

Cost of revenue

   $ 1,772      $ 310      $ 3,522      $ 690  

Research and development

     892        823        3,856        1,613  

Sales and marketing

     258        75        440        150  

General and administrative

     1,524        1,146        2,787        2,286  













Total depreciation and amortization expense

   $ 4,446      $ 2,354      $ 10,605      $ 4,739  















Litigation expenses and litigation-related expenses outside of the Company’s ordinary business operations


Merger and acquisition related expenses represent transaction costs for the Velodyne Merger which include legal and accounting professional service fees


     Three Months Ended June 30,     Six Months Ended June 30,  
     2023     2022     2023     2022  

Gross profit (loss) on GAAP basis

   $ 186     $ 2,782     $ (190   $ 5,373  

Stock-based compensation

     654       146       1,428       365  

Amortization of acquired intangible assets

     412       —         661       —    

Excess and obsolete expenses and loss on firm purchase commitments

     3,750       —         7,380       —    













Gross profit on non-GAAP basis

   $ 5,002     $ 2,928     $ 9,279     $ 5,738  













Gross margin on GAAP basis

     1     27     (1 )%      28

Gross margin on non-GAAP basis

     26     28     25     30






Document and Entity Information
Aug. 10, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001816581
Document Type 8-K
Document Period End Date Aug. 10, 2023
Entity Registrant Name Ouster, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39463
Entity Tax Identification Number 86-2528989
Entity Address, Address Line One 350 Treat Avenue
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94110
City Area Code (415)
Local Phone Number 949-0108
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock 0.0001 Par Value Per Share 3 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common stock, $0.0001 par value per share
Trading Symbol OUST
Security Exchange Name NYSE
Warrants To Purchase Common Stock 1 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants to purchase common stock
Trading Symbol OUST WS
Security Exchange Name NYSE
Warrants To Purchase Common Stock Expiring 20252 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants to purchase common stock expiring 2025
Trading Symbol OUST WSA
Security Exchange Name NYSEAMER

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