AI Earnings Predictions for Ouster Inc. (OUST)

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Exhibit 99.1

Ouster Announces Results for First Quarter 2026

Record product revenue, achieving 13th straight quarter of growth

Lidar and camera shipments of more than 12,600 units

New Rev8 OS digital lidar with native color sensing, 2x range and resolution, and functional safety

SAN FRANCISCO, CA – [May 5, 2026 at 4:05 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leader in sensing and perception for Physical AI, announced today financial results for the three months ended March 31, 2026.

“Our first quarter demonstrated strong execution across our portfolio, delivering record product revenue and validating the growing demand for our solutions across key markets. We won new million-dollar contracts for Ouster BlueCity and secured several million-dollar deals to power industrial automation. Stereolabs has already proven to be a perfect complement, and the rapid integration and commercial success of our expanded camera vision portfolio was a tailwind during the quarter, with strong demand from companies building foundational AI models and advanced robotics platforms,” said Ouster CEO Angus Pacala.

“We are continuing the momentum of our unified sensing and perception platform with the introduction of our revolutionary Rev8 OS family, powered by our next-generation L4 Ouster Silicon. This launch represents a paradigm shift in AI perception as Rev8 sets a new standard for sensing, featuring the world’s first native-color lidar sensors with industry-leading resolution, range, and reliability designed for functional safety, affordability, and scale. By combining native color and perception across our entire product portfolio, we have solidified Ouster’s role as the foundational sensing and perception platform for Physical AI as we provide unified products and solutions that accelerate customer innovation and unlock new applications that sense, think, act, and learn in the physical world.”

First Quarter 2026 Highlights:

•

$49 million in revenue, up 49% year over year and down 22% sequentially. Total revenue of $62 million in the fourth quarter of 2025 included royalties of approximately $21 million, primarily one-time and related to long-term IP license contracts.

•

Product revenue was $48 million, up 55% year over year and 18% sequentially.

•

Shipped more than 12,600 lidar and camera sensors for revenue, of which lidar was approximately 65% of the total.

•

GAAP gross margin of 43%, up 200 bps year over year and down 1,700 bps sequentially.

•

GAAP net loss of $17 million, an improvement of $5 million year over year and down $21 million sequentially.

•

Non-GAAP gross

margin1 of 46%, flat year over year and down 1,600 bps sequentially.

•

Adjusted EBITDA1 loss of $7 million, up $1 million year over year and down $20 million sequentially.

•

Cash, cash equivalents, restricted cash, and short-term investments of $175 million as of March 31, 2026.

1

Adjusted EBITDA and non-GAAP gross margin are non-GAAP financial measures. See Non-GAAP Financial Measures for additional information and reconciliations of these measures to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

Revenue

Ouster delivered first quarter revenue of $49 million, an increase of 49% year over year and a decrease of 22% sequentially. Product revenue was $48 million, up 55% year over year and 18% sequentially primarily driven by customers in the smart infrastructure and industrial verticals, for use cases in warehouse automation, yard logistics, and intelligent transportation. The Company shipped over 12,600 sensors, of which lidar was approximately 65% of the total.

Gross Margin

GAAP gross margin was 43%, compared with 41% in the first quarter of 2025 and 60% in the fourth quarter of 2025. Volume growth and operating efficiencies lifted profitability year over year. Non-GAAP gross margin was 46%, compared with 46% in the first quarter of 2025 and 62% in the fourth quarter of 2025. Non-GAAP gross margin excludes the impact of stock-based compensation expenses, and certain other items outside of ordinary operations.

Second Quarter 2026 Outlook:

For the second quarter of 2026, Ouster expects to achieve $49.5 million to $52.5 million in total revenue. This includes a full quarter of Stereolabs operations.

Upcoming Investor Events

Ouster management will participate in the following upcoming investor events:

•

Craig-Hallum Annual Institutional Investor Conference – May 28, 2026 in Minneapolis

•

Rosenblatt Securities 6th Annual Age of AI Scaling Summit – June 9, 2026 (virtual)

•

TD Cowen Inaugural Disruptive Technology Summit – June 17, 2026 in New York City

Conference Call Information

Ouster will host a conference call and live webcast for analysts and investors at 5:00 p.m. ET today, May 5, 2026 to discuss its financial results and business outlook. Interested parties may listen to a live webcast of th

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EX-99.1

Exhibit 99.1

Ouster Announces Results for Third Quarter 2025

Strong performance on record shipments of over 7,200 sensors

Achieves eleventh straight quarter of revenue growth

SAN FRANCISCO, CA – [November 4, 2025 at 4:10 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a global leader in high-performance lidar sensors and intelligent software solutions that bring Physical AI to life across the automotive, industrial, robotics, and smart infrastructure sectors, announced today financial results for the three months ended September 30, 2025.

Third Quarter 2025 Highlights:

•

$39.5 million in revenue, up 41% year over year and 13% sequentially;

•

GAAP gross margin of 42%, up 400bps year over year and down 300bps sequentially;

•

Net loss of $22 million, an improvement of $4 million year over year and down $1 million sequentially;

•

Non-GAAP gross

margin1 of 47%, up 300bps year over year and down 400bps sequentially;

•

Adjusted EBITDA1 loss of $10 million, flat year over year and a decline of $4 million sequentially;

•

Cash, cash equivalents, restricted cash, and short-term investments of $247 million as of September 30, 2025.

“Our outstanding third quarter results were driven by shipments of a record 7,200 sensors, including significant deployments in smart infrastructure. We delivered Physical AI solutions powered by digital lidar to support our customers’ efforts to increase operating efficiency and improve safety,” said Ouster CEO Angus Pacala. “We remain focused on developing our next generation of products, driving more software-attached sales, and progressing on our path to profitability.”

Revenue

Ouster delivered quarterly revenue of $39.5 million, an increase of 41% year over year and 13% sequentially. Demand was primarily driven by customers in the smart infrastructure, robotics, and industrial verticals, for use cases in yard logistics, retail analytics, warehouse automation, last mile delivery, and mapping. The Company shipped over 7,200 sensors for revenue, a new quarterly record.

Gross Margin

GAAP gross margin was 42%, compared with 38% in the third quarter of 2024 and 45% in the second quarter of 2025. Continued positive improvements and efficiencies in operations lifted profitability year over year. Non-GAAP gross margin increased to 47%, compared with 45% in the third quarter of 2024 and 52% in the second quarter of 2025. Non-GAAP gross margin excludes the impact of stock-based compensation expenses and certain other items outside of ordinary operations.

Fourth Quarter 2025 Outlook

For the fourth quarter of 2025, Ouster expects to achieve $39.5 million to $42.5 million in revenue.

1

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 to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

Upcoming Investor Events

Ouster management will participate in the following upcoming investor events:

•

Northland Growth Conference – December 16, 2025 (Virtual)

Conference Call Information

Ouster will host a conference call and live webcast for analysts and investors at 5:00 p.m. ET today, November 4, 2025 to discuss its financial results and business outlook.

Interested parties may listen to a live webcast of the conference call. Registration for the webcast can be completed by visiting the following website: https://edge.media-server.com/mmc/p/dbktre6z. The webcast will be available for replay for at least 30 days after the conference call on Ouster’s investor website at https://investors.ouster.com/.

About Ouster

Ouster (Nasdaq: OUST) is a global leader in high-performance lidar sensors and intelligent software solutions that bring Physical AI to life across the automotive, industrial, robotics, and smart infrastructure sectors. Ouster’s technology delivers performance, reliability, and affordability to accelerate the adoption of autonomous systems at scale and drive meaningful improvements in safety, efficiency, and sustainability. Ouster is headquartered in San Francisco, CA, with offices in the Americas, Europe, and Asia-Pacific. For more information about our products, visit www.ouster.com, contact our sales team, or connect with us on X 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 di

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EX-99.1

Exhibit 99.1

Ouster Announces Record Revenue for Fourth Quarter and Fiscal Year 2024

Record revenue of $30 million and GAAP gross margin of 44%

SAN FRANCISCO, CA – March 20, 2025 at 4:10 PM ET – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries, announced today financial results for the three and twelve months ended December 31, 2024.

Fourth Quarter 2024 Financial Highlights

•

Revenue of $30 million, up 23% year over year and 7% sequentially.

•

Shipped more than 4,800 sensors for revenue.

•

GAAP gross margin of 44%, compared with 22% in the fourth quarter of 2023 and 38% in the third quarter of 2024.

•

Non-GAAP gross

margin1 of 44%, compared with 35% in the fourth quarter of 2023 and 45% in the third quarter of 2024.

•

Net loss of $24 million, compared with $39 million in the fourth quarter of 2023 and $26 million in the third quarter of 2024.

•

Adjusted EBITDA1 loss of $10 million, compared with $14 million in the fourth quarter of 2023 and $10 million in the third quarter of 2024.

Full Year 2024 Highlights

•

Revenue of $111 million, an increase of 33% compared with fiscal year 2023.

•

Shipped more than 17,300 sensors for revenue.

•

GAAP gross margin of 36%, compared with 10% in fiscal year 2023.

•

Non-GAAP gross

margin1 of 41%, compared with 30% in fiscal year 2023.

•

Net loss of $97 million, compared with a loss of $374 million in fiscal year 2023.

•

Adjusted EBITDA1 loss of $42 million, compared with a loss of $84 million in fiscal year 2023.

•

Ended 2024 with cash, cash equivalents, restricted cash, and short-term investments balance of $175 million.

•

Fully repaid all outstanding balances under revolving credit line utilizing cash on hand.

•

Increased software-attached bookings by over 60% as compared with fiscal year 2023.

•

Expanded bookings for Ouster Gemini and BlueCity deployments to more than 700 sites.

“The fourth quarter capped off a year of consistent execution, record financial results, and delivering increased value for our customers. In 2024, we grew OS sensor volumes by over 50%, increased our software-attached bookings by over 60%, and deployed sensors at iconic events like the Paris Olympics. We also reached major milestones in the development of our next-generation custom silicon chips and new tools to accelerate lidar adoption. Earlier this week, we announced 3D Zone Monitoring, marking the first time Ouster has embedded perception logic directly into its sensor lineup,” said Ouster CEO Angus Pacala. “In 2025, Ouster, like other businesses, will be navigating a volatile and evolving climate. We are encouraged by the opportunities to empower global industries with high-performance, reliable, and accessible 3D sensing solutions. The product portfolio transformation we have planned in 2025 will result in the largest increase in Ouster’s addressable market in our history.”

1

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 to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

Ouster delivered quarterly revenue of over $30 million with shipments exceeding 4,800 sensors. The fourth quarter was primarily driven by customers in the robotics and automotive verticals for use cases in robotaxis, mapping, and last mile delivery. GAAP gross margin increased to 44%, an improvement of approximately 2,200 basis points year over year, resulting from higher revenues, favorable product mix, and lower costs related to legacy inventory. Non-GAAP gross margin increased to 44%, an improvement of approximately 900 basis points year over year. Non-GAAP gross margin excludes the impact of stock-based compensation expenses and certain other items outside of ordinary operations.

First Quarter 2025 Outlook

For the first quarter of 2025, Ouster expects to achieve revenue in the range of $30 million to $32 million.

Conference Call Information

Ouster will host a conference call and live webcast for analysts and investors at 5:00 p.m. ET today, March 20, 2025 to discuss its financial results and business outlook.

Interested parties may listen to a live webcast of the conference call. Registration for the webcast can be completed by visiting the following website: https://edge.media-server.com/mmc/p/hnspeju8. The webcast will be available for replay for at least 30 days after the conference call on Ouster’s investor website at https://investors.ouster.com/.

About Ouster

Ouster (Nasdaq: OUST) is a leading global provider of high-resolution scanning and solid-state lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries. Ouster i

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Exhibit 99.1

Ouster Announces Departure of Chief Financial Officer and Reaffirms Q4 Revenue Guidance

Company expects Q4 2024 revenue to be within the guidance range of $29 million to $31 million

SAN FRANCISCO, CA – [January 17, 2025 at 7:30 AM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries, announced today the departure of its Chief Financial Officer, Mark Weinswig, effective January 31, 2025, to pursue a new career opportunity. Mr. Weinswig will assist the Company to ensure a successful transition of responsibilities prior to his departure. Mr. Weinswig’s resignation is not a result of any disagreement related to the Company’s operations, policies or practices, including any accounting principles and practices, or related to any financial statements or disclosures.

Ouster’s Board of Directors appointed Chen Geng, Ouster’s Vice President of Strategic Finance and Treasurer, to serve as Interim Chief Financial Officer, effective January 31, 2025. Mr. Geng joined Ouster in 2021 and during his tenure has been instrumental in the Company’s financial and business functions, including strategic planning, financings, mergers and acquisitions, treasury, preparation of periodic reports filed with the Securities and Exchange Commission, and investor relations.

“On behalf of our employees and Board of Directors, I want to thank Mark for his leadership and contributions to the financial management and strategic direction of the Company. We wish him much success in his future endeavors,” said Ouster CEO Angus Pacala.

“It has been a privilege to serve on Ouster’s leadership team and I am proud of our accomplishments,” said Mr. Weinswig. “I have full confidence in Ouster’s future and am excited to watch the Company continue to innovate and empower industries with high-performance, reliable, and accessible 3D sensing solutions.”

Ouster has already begun its search to identify a permanent Chief Financial Officer.

Preliminary Fourth Quarter 2024 Revenue Results

Ouster expects revenue for the fourth quarter of 2024 to be within the previously announced guidance range of $29 million to $31 million provided on November 7, 2024 based on preliminary results.

Preliminary revenue results are based on the Company’s current expectations and may be adjusted as a result of, among other things, the completion of customary financial closing procedures.

Fourth Quarter 2024 Earnings Call

The Company expects to report Q4 2024 earnings results in March 2025.

About Ouster

Ouster (Nasdaq: OUST) is a leading global provider of high-resolution scanning and solid-state 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, and Asia-Pacific. For more information about our products, visit www.ouster.com, contact our sales team, or connect with us on X 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,” “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 statements of historical fact, including statements regarding Ouster’s revenue guidance for the fourth quarter of 2024; the transition of the Chief Financial Officer role; the timing of Ouster’s fourth quarter earnings call all 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, bu

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Exhibit 99.1

Ouster Reports Record Performance for Third Quarter 2024

Record revenue of $28 million, GAAP gross margin of 38%, and non-GAAP gross margin of 45%

SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries, announced today financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Highlights

•

$28 million in revenue, up 26% year over year and 4% sequentially.

•

Shipped over 3,900 sensors for revenue.

•

GAAP gross margin of 38%, compared to 14% in the third quarter of 2023 and 34% in the second quarter of 2024.

•

Non-GAAP gross

margin1 of 45%, compared to 33% in the third quarter of 2023 and 40% in the second quarter of 2024.

•

Net loss of $26 million, compared to $35 million in the third quarter of 2023 and $24 million in the second quarter of 2024.

•

Adjusted EBITDA1 loss of $10 million, compared to $18 million in the third quarter of 2023 and $11 million in the second quarter of 2024.

•

Repaid all outstanding balances under revolving credit line utilizing cash on hand.

•

Cash, cash equivalents, restricted cash, and short-term investments balance of $154 million as of September 30, 2024.

“I’m proud of our third quarter results, which set new record levels of revenue, gross margin, and adjusted EBITDA. Our customers continue to adopt our REV7 sensors to harness enhanced range, accuracy, and precision. More customers are moving into production, with robotics and smart infrastructure deals representing the largest wins during the quarter,” said Ouster CEO Angus Pacala. “The third quarter also reflected our focus on growing our software installed base. We achieved our highest level of software-attached sales to date, helping to enhance the efficiency and security of yard logistics and increase road safety around the world.”

Revenue in the third quarter was primarily driven by customers in the robotics and smart infrastructure verticals for use cases in perimeter security, mapping, and last mile delivery. GAAP gross margin improved by over 2400 basis points year over year and benefited from higher revenues, favorable product mix, and fewer costs related to inventory charges and purchase commitments. Non-GAAP gross margin increased to 45% compared to 33% in the third quarter of 2023. Non-GAAP gross margin excludes the impact of stock-based compensation expenses and certain other expenses outside of ordinary operations. During the quarter, Ouster repaid all outstanding balances on its revolving credit line utilizing cash on hand.

1

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 to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

2024 Business Objective Updates

1.

Expand software solutions and grow the installed base

2.

Advance the development of digital lidar hardware

3.

Progress on the long-term financial framework

Expand software solutions and grow the installed base: In the third quarter, Ouster BlueCity achieved NEMA TS2 certification, the industry standard for safe traffic control, making it the first certified solution with Buy America(n) certified lidar. During the quarter, Ouster also integrated Ouster Gemini, its digital lidar perception platform, with Genetec Security Center, enabling customers to fuse lidar and video surveillance into a single interface for seamless security operations.

Advance the development of digital lidar hardware: During the third quarter, Ouster turned on its first “L4” powered OS sensor prototypes, which generated rich point clouds, achieving a major milestone in its next generation hardware. Development on the Company’s next generation “Chronos” chip remains on track. Both L4 and Chronos are expected to unlock new verticals while significantly enhancing the performance, reliability, and manufacturability of the Ouster product family.

Progress on the long-term financial

framework: Ouster reached its target of 35-40% gross margin in the third quarter. The Company continues to execute on its path to profitability, and remains committed to deliver on its long-term framework of 30-50% annual revenue growth, keeping gross margin at 35-40%, and maintaining operating expenses at or below third quarter 2023 levels.

Fourth Quarter 2024 Outlook

For the fourth quarter of 2024, Ouster expects to achieve $29 million to $31 million in revenue.

Upcoming Investor Events

Ouster management will participate in the following upcoming investor events:

•

Craig-Hallum Alpha Select Conference - New York City, November 19th, 2024

•

ROTH Technology Conference - New York City, November 20th, 2024

•

Wolfe Research Small and M

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EX-99.1

Exhibit 99.1

Ouster Reports Strong Revenue and Margins for Second Quarter 2024

Revenue of $27 million, GAAP gross margin of 34%, and non-GAAP gross margin of 40%

Repaid all outstanding balance under revolving credit line, strengthening balance sheet

On-track to deliver on long-term financial framework and reach profitability

SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries, announced today financial results for the second quarter ended June 30, 2024.

Second Quarter 2024 Highlights

•

$27 million in revenue, up 39% year over year and 4% sequentially.

•

Shipped over 4,000 sensors for revenue.

•

GAAP gross margin of 34%, compared to 1% in the second quarter of 2023 and 29% in the first quarter of 2024.

•

Non-GAAP gross

margin1 of 40%, compared to 26% in the second quarter of 2023 and 36% in the first quarter of 2024.

•

Net loss of $24 million, compared to $123 million in the second quarter of 2023 and $24 million in the first quarter of 2024.

•

Adjusted EBITDA1 loss of $11 million, compared to $24 million in the second quarter of 2023 and $12 million in the first quarter of 2024.

•

Cash, cash equivalents, restricted cash, and short-term investments balance of $186 million as of June 30, 2024.

“Our second quarter results showcase solid execution with GAAP gross margin increasing to 34%. Consistent with Ouster’s strategy of expanding into software solutions, we had one of our best quarters for software-attached sales powered by Ouster Gemini and Blue City. Alongside the continued improvement in our operating results, we have built one of the industry’s most resilient balance sheets and diversified business models,” said Ouster CEO Angus Pacala. “I am excited to see the use cases for lidar expand as the world turns to automation to solve an ever increasing number of modern challenges. With lidar adoption still in its infancy, we are just beginning to tap into our growth and I see a tremendous opportunity still in front of us. At the same time, we remain committed to our long-term financial framework and executing on our path to profitability.”

Revenue growth in the second quarter was primarily driven by large orders from customers in the smart infrastructure and robotics verticals, specifically for perimeter security, tolling, and mapping applications. GAAP gross margin improved by 500bps sequentially and benefited from higher revenues along with greater than expected tailwinds from favorable product mix and lower manufacturing costs. Non-GAAP gross margin increased to 40% compared to 26% in the second quarter of 2023. Non-GAAP gross margin excludes the impact of stock-based compensation expenses and certain other expenses outside of ordinary operations. Subsequent to the end of the second quarter, Ouster repaid all outstanding balance on its revolving credit line utilizing cash on hand.

1

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 to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

2024 Business Objective Updates

1.

Expand software solutions and grow the installed base

2.

Advance the development of digital lidar hardware

3.

Progress on the long-term financial framework

Expand software solutions and grow the installed base: In the second quarter, Ouster secured multiple deals to supply Ouster Gemini’s smart infrastructure software solution, including to one of the world’s largest consumer technology companies as well as a global telecommunications company. During the quarter, Ouster also improved movement detection for security customers, optimized software processing requirements, and enhanced its deep-learning perception model to support new use cases such as identifying unauthorized individuals tailgating into restricted areas.

Advance the development of digital lidar hardware: During the second quarter, Ouster taped out its automotive-grade, custom silicon “Chronos” chip. The Company expects to integrate Chronos into its solid-state, digital flash “DF” sensors in the next year. Development on the Company’s next generation custom silicon “L4” chip is advancing with validation testing underway. Both Chronos and L4 are expected to open up new verticals and bring significant improvements in performance, reliability, and manufacturability to the Ouster product family.

Progress on the long-term financial framework: Ouster is executing on its path to profitability and remains committed to deliver on its long-term framework of 30-50% annual revenue growth, expanding gross margins to 35-40%, and maintaining operating expenses at or below third quarter 2023 levels.

Third Qu

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Exhibit 99.1

Ouster Announces Record Revenue and Margin for First Quarter 2024

Record revenue of $26 million, up 51% year over year

GAAP gross margin of 29% and record non-GAAP gross margin of 36%

SAN FRANCISCO, CA – May 9, 2024 at 4:15 PM ET – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries, announced today financial results for the three months ended March 31, 20241.

First Quarter 2024 Highlights

•

$26 million in revenue, up 51% year over year and 6% sequentially.

•

Shipped approximately 4,500 sensors for revenue

•

GAAP gross margin of 29%, compared to (2%) in the first quarter of 2023 and 22% in the fourth quarter of 2023.

•

Non-GAAP gross

margin2 of 36%, compared to 25% in the first quarter of 2023 and 35% in the fourth quarter of 2023.

•

Net loss of $24 million, compared to $177 million in the first quarter of 2023 and $39 million in the fourth quarter of 2023.

•

Adjusted EBITDA2 loss of $12 million, compared to $27 million in the first quarter of 2023 and $14 million in the fourth quarter of 2023.

•

Cash, cash equivalents, restricted cash, and short-term investments balance of $189 million as of March 31, 2024.

“Ouster continued its momentum into the first quarter after a strong 2023. We delivered revenue of $26 million and non-GAAP gross margin of 36%, both representing record levels. Alongside our strong operational results, we continued to advance the development of our next generation hardware products and software solutions,” said Ouster CEO Angus Pacala. “We are committed to achieving the goals we set for 2024 that aim to further extend Ouster’s competitive advantage and bring us closer to achieving profitability.”

Revenue growth in the first quarter was driven by large orders from customers in the robotics and automotive verticals, specifically for warehouse robotics, mapping, and autonomous vehicles. GAAP gross margin improved to 29% compared to (2%) in the first quarter of 2023, which was primarily driven by higher revenues, favorable product mix, lower manufacturing costs, and fewer costs related to inventory charges and purchase commitments. Non-GAAP gross margin increased to a record 36% compared to 25% in the first quarter of 2023. Non-GAAP gross margin excludes the impact of certain expenses outside of ordinary operations associated with the consolidation of product lines and outsourced manufacturing of Velodyne products.

1

The financial results for the three months ended March 31, 2023 are composed of Ouster standalone performance through February 10, 2023 and combined performance of Ouster and Velodyne for the remainder of the period. The results for the three months ended March 31, 2024 and December 31, 2023 reflect the combined performance of Ouster and Velodyne.

2

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 to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

2024 Business Objective Updates

1.

Expand software solutions and grow the installed base

2.

Advance the development of digital lidar hardware

3.

Progress on the long-term financial framework

Expand software solutions and grow the installed base: During the first quarter, Ouster continued to expand its software solutions with a new deep learning model that increases accuracy and detection range. The Company also enhanced Ouster Gemini with the ability to more seamlessly integrate with leading video management system vendors, helping to accelerate adoption in the multi-billion dollar security industry. Ouster also recently collaborated with a recipient of the U.S. Department of Transportation SMART Grant to assist with improving pedestrian safety, near miss detection, traffic counting, and traffic flow analytics.

Advance the development of digital lidar hardware: Ouster continued to execute on its product roadmap in the first quarter. The Company introduced new firmware designed to improve the performance capabilities of its REV7 sensors, coinciding with heightened interest from AI and robotics customers. Ouster’s next generation “L4” custom silicon chip is taped out and is expected to bring significant improvements in performance, reliability, and manufacturability, along with safety certifications to the OS sensor family. The Company plans to integrate the Chronos chip into its final form factor, solid-state digital flash (“DF”) sensors in the next year.

Progress on the long-term financial framework: Ouster advanced on its long-term financial framework

during the first quarter. With revenue growth of 51% year over year, GAAP gross margin of 29%, and operating expenses 14% below third quarter 2023 level

EX-99.1

2 d808166dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Ouster Announces Record Revenue for Fourth Quarter and Full Year 2023

Record revenue of $83 million for the full year 2023

Expects $25 to $26 million of revenue for the first quarter of 2024

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 twelve months ended December 31, 20231.

Fourth Quarter 2023 Highlights

•

Over $24 million in revenue, up 10% sequentially and a quarterly record.

•

Shipped over 4,100 sensors for revenue, up over 20% sequentially and a quarterly record.

•

GAAP gross margins of 22%, compared to 14% in the third quarter of 2023.

•

Non-GAAP gross

margins2 of 35%, compared to 33% in the third quarter of 2023.

•

Net loss of $39 million, compared to $35 million in the third quarter of 2023.

•

Adjusted EBITDA2 loss of $14 million, compared to a loss of $18 million in the third quarter of 2023.

Full Year 2023 Highlights

•

Over $83 million in revenue, up 103% year over year and an annual record.

•

Booked $142 million in business with new and existing customers, representing a book-to-bill ratio of 1.7x.3

•

Closed merger with Velodyne and established a combined company with a robust range of products, stronger financial position, diversified business, extensive intellectual property portfolio, and a significantly reduced cost structure.

•

Ended 2023 with cash, cash equivalents, restricted cash, and short-term investments balance of $192 million.

•

Exceeded initial post-merger annualized cost savings target by over 40%4.

•

Scaled production and shipments of REV7, Ouster’s most performant sensor to date.

•

Awarded production wins by May Mobility and Motional to supply lidar for their autonomous vehicles.

•

Transitioned manufacturing of Velodyne products to Thailand.

•

Launched Ouster Gemini, a digital lidar perception platform for crowd analytics, security, and intelligent transportation systems.

•

Unified Blue City and Ouster Gemini, adding new performance-improving deep learning AI perception models.

1

The comparative financial results for the three and twelve months ended December 31, 2022 reflect only the results of standalone Ouster. The financial results for the twelve months ended December 31, 2023 are composed of Ouster standalone performance through February 10, 2023 and combined performance of Ouster and Velodyne for the remainder of the period. The results for the three months ended December 31, 2023 and September 30, 2023 reflect the combined performance of Ouster and Velodyne.

2

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 to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

3

Bookings represent binding contract orders entered during the period.

4

Annualized cost savings baselined against initial post-merger target of $75 million.

“Ouster had a transformative year, reporting record revenue of $83 million and bookings of $142 million in 2023. We successfully completed the merger with Velodyne, which solidified our balance sheet, expanded our patent portfolio, and streamlined our cost structure. We achieved important milestones across our operations, notably scaling production and shipments of REV7. Additionally, we added new revenue streams with the launch of Ouster Gemini and Blue City and demoed our first DF sensors with customers, marking a significant stride forward in our product development journey. This was accomplished while delivering record financial performance, significantly reducing our cash burn, and exceeding our initial post-merger annualized cost savings target by over 40%”, said Ouster CEO Angus Pacala. “I’m excited to continue this momentum in 2024 as we execute our plan towards profitability.”

Ouster delivered record quarterly revenue of over $24 million with shipments exceeding 4,100 sensors. GAAP and non-GAAP gross margins were sequentially higher, in line with expectations. Margin expansion was driven by higher revenues and lower manufacturing costs attributable to operational improvements. GAAP gross margins of 22% in the fourth quarter of 2023 include the impact of certain expenses outside of ordinary operations associated with the consolidation of product lines and outsourced manufacturing of Velodyne products. Non-GAAP gross margins improved to 35% in the fourth quarter of 2023. GAAP operating expenses were higher sequentially, driven by a litigation settlement and higher stock-based compensation expenses.

2024 Business Objectives

1.

Expand software solutions and grow the installed base

2.

Advance the development of digital lidar hardware

3.

Progress on the long-t

EX-99.1

2 d684660dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Ouster Announces Preliminary Fourth Quarter 2023 Revenue Results

Expects Q4 2023 revenue to be at or above the midpoint of the previous guidance range

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 that based on preliminary results, the Company expects fourth quarter 2023 revenue to be at or above the midpoint of the guidance range of $23 to $25 million previously provided on November 9, 2023.

“Ouster ended the year on a high note, and I am pleased to announce that we expect our fourth quarter revenues to be in the upper half of guidance. The Ouster team is delivering on its strategy of enabling autonomous solutions across a wide range of use cases such as industrial, robotaxi, mapping, and smart city. We see continued momentum as the value proposition and performance of our product portfolio resonates with our customers,” said Ouster CEO Angus Pacala.

The Company expects to report Q4 2023 earnings results in March 2024.

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; its business objectives, plans, strategic partnerships and market growth 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 sell

EX-99.1

2 d574552dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Ouster Exceeds Q3 2023 Revenue Guidance; Achieves Over $120 Million in

Annualized Cost Savings; Sets Financial Framework to Help Reach Profitability

Over $22 million in revenue and bookings of $38 million in the third quarter 2023

Achieved over $120 million in annualized cost savings, one quarter ahead of schedule

Announced targets for revenue growth, expanding gross margins, and additional cost management

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 nine months ended September 30, 20231.

Third Quarter 2023 Highlights

•

Over $22 million in revenue, up 15% quarter over quarter.

•

Booked2 $38 million in business with new and existing customers, representing a book-to-bill ratio of 1.7x.

•

GAAP gross margins of 14%, compared to 1% in the second quarter of 2023.

•

Non-GAAP gross

margins3 of 33%, compared to 26% in the second quarter of 2023.

•

Shipped over 3,300 sensors for revenue in the third quarter, up 10% quarter over quarter.

•

Adjusted EBITDA3 loss improved to $18 million, compared to a loss of $24 million in the second quarter of 2023.

•

Net loss of $35 million in the third quarter of 2023, compared to $123 million in the second quarter of 2023.4

•

Cash, cash equivalents, restricted cash, and short-term investments balance of $202 million as of September 30, 2023.

“Ouster continued to realize the benefits of our merger with Velodyne as we exceeded revenue guidance, maintained strong quarterly bookings, improved gross margins, and further reduced costs to bring spending below third quarter 2022 pre-merger levels,” said Ouster CEO Angus Pacala. “We are pleased with the traction of our software offerings and are making progress towards being a provider of complete digital lidar solutions. In addition, we are encouraged by the positive customer feedback on our solid-state automotive Digital Flash (DF) sensor. As we look to our new operating framework, we are taking major steps to achieve profitability.”

Ouster delivered sequentially higher gross margins in the third quarter of 2023, in line with its expectations for improvements during the second half of the year. Margin expansion was driven by higher revenues, a favorable mix shift in Ouster’s product portfolio, and lower manufacturing costs attributable to operational improvements. GAAP gross margins of 14% include certain expenses outside of ordinary operations associated with the consolidation of product lines and outsourced manufacturing of Velodyne products. Non-GAAP gross margins improved to 33%, a near-record level since becoming a public company. Management expects gross margins to improve further in the fourth quarter of 2023.

1

The comparative financial results for the three and nine months ended September 30, 2022 reflect only the results of standalone Ouster. The financial results for the nine months ended September 30, 2023 are composed of Ouster standalone performance through February 10, 2023 and combined performance of Ouster and Velodyne for the remainder of the period. The results for the three months ended September 30, 2023 and June 30, 2023 reflect the combined performance of Ouster and Velodyne.

2

Bookings represent binding contract orders entered during the period.

3

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 to their respective most directly comparable financial measures calculated in accordance with U.S. GAAP.

4

Net loss includes goodwill impairment non-cash charges of

$67 million in the second quarter 2023.

1

2023 Business Objective Updates

1.

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

2.

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

3.

Develop a robust software ecosystem to accelerate lidar adoption

4.

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

Drive New Business: During the quarter, Ouster booked a multi-million dollar contract to supply REV7 sensors for use in a mapping application. REV7’s enhanced range, accuracy, and precision are expanding the addressable market by uncovering new opportunities within this sub-vertical. The Company also booked a significant contract to provide a complete lidar solution to a leading logistics company. This win leverages the breadth of Ouster’s REV7 sensor suite paired with its advanced Gemini Detect perception software platform.

Execute on Digital Product Roadmap: Ouster progressed on its solid-state DF product roadmap in the third quarter, including demos of its early B-samples with over a dozen OEMs and Tier 1s in Euro

EX-99.1

2 d585214dex991.htm

EX-99.1

EX-99.1

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.

1

Bookings represent binding contract orders entered during the period.

2

Net loss includes goodwill impairment non-cash charges of

$99 million in first quarter 2023 and $67 million in second quarter 2023.

3

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.

1

2023 Business Objectives and Updates

1.

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

2.

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

3.

Develop a robust software ecosystem to accelerate lidar adoption

4.

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

8-K

false 0001816581 0001816581 2023-03-23 2023-03-23 0001816581 oust:CommonStock0.0001ParValuePerShare3Member 2023-03-23 2023-03-23 0001816581 oust:WarrantsToPurchaseCommonStock1Member 2023-03-23 2023-03-23 0001816581 oust:WarrantsToPurchaseCommonStockExpiring20252Member 2023-03-23 2023-03-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 23, 2023

Ouster, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39463

86-2528989

(State or other jurisdiction

of incorporation)

(Commission

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)

N/A

(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

Trading Symbol(s)

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 WTA

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 March 23, 2023, Ouster, Inc. (the “Company”) announced financial results for the three months and year ended December 31, 2022. 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

Exhibit No.

Description

99.1

Press Release, dated March 23, 2023.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

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: March 23, 2023

By:

/s/ Mark Weinswig

Name:

Mark Weinswig

Title:

Chief Financial Officer

8-K

false 0001816581 0001816581 2023-02-01 2023-02-01 0001816581 oust:CommonStock0.0001ParValuePerShare2Member 2023-02-01 2023-02-01 0001816581 oust:WarrantsToPurchaseCommonStock1Member 2023-02-01 2023-02-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2023

Ouster, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39463

86-2528989

(State or other jurisdiction

of incorporation)

(Commission

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)

N/A

(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

Trading

Symbol(s)

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

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.

As previously reported, on November 4, 2022, Ouster, Inc., a Delaware corporation (the “Company” or “Ouster”), Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”), Oban Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Ouster, and Oban Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Ouster, entered into an Agreement and Plan of Merger (the transactions contemplated thereby, the “Mergers”).

On February 1, 2023, in connection with the proposed Mergers, the Company issued a press release that, among other things, provides preliminary revenue and gross margin ranges for the year ended December 31, 2022 and the preliminary cash balance of the combined companies as of December 31, 2022. The full text of the press release was posted on the Company’s internet website and is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The preliminary financial results are based on the Company’s current estimates of its and Velodyne’s results, and remain subject to change, including based on the completion of closing and review procedures and the execution of the Company’s internal control over financial reporting.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 2.02, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the 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 into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated February 1, 2023.

104

Cover Page Interactive Data File (formatted as inline XBRL document)

SIGNATURE

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.

By:

/s/ Adam Dolinko

Name:

Adam Dolinko

Title:

General Counsel and Secretary

Date: February 2, 2023

EX-99.1

2 d189673dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Ouster Reports 44% Year-over-Year Q3 Revenue Growth, Followed by

Groundbreaking REV7 Product Launch and Planned Merger to Accelerate Lidar Adoption

$11.2 million in revenue with 33% gross margins in Q3 2022

Doubled range with REV7 sensors, powered by the next-generation L3 chip

Planned merger of equals to strengthen financial position

SAN FRANCISCO, CA – November 7, 2022 – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-resolution digital lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, announced financial results for the three months ended September 30, 2022.

Third Quarter 2022 Highlights

•

$11.2 million in revenue, up 44% year over year.

•

33% gross margins, the highest margins in Ouster history, compared to 24% in the third quarter of 2021.

•

Sold 2,136 sensors in the third quarter, up 31% year over year.

•

Increased the number of Strategic Customer Agreements to 84, up from 80 in the prior quarter1

•

Net loss increased to $36 million, compared to $28 million in the second quarter of 2022 and $13 million in the third quarter of 2021.

•

Adjusted EBITDA2 loss of $24 million, compared to $22 million3 in the second quarter of 2022 and $19 million in the third quarter of 2021.

Ouster’s second-highest revenue quarter ever was driven primarily by growth in the industrial and robotics verticals, which accounted for 75% of revenues in the quarter. This included substantial orders from customers for material handling, drone inspection, and robotic security applications. Other large orders from customers for trucks and buses in the automotive vertical, and crowd analytics in the infrastructure vertical also meaningfully contributed to the quarter. The Company delivered record gross margins of 33%, up from 27% in the second quarter of 2022 due to slightly higher average selling prices and lower purchase price variance in the quarter.

Business Updates

Merger of Equals: Today, Ouster announced that it has signed a definitive agreement to merge with Velodyne in an all-stock transaction to accelerate lidar adoption and strengthen the combined company’s financial position. The transaction is subject to regulatory approvals, approval by the stockholders of both companies, and other customary closing conditions. It is expected to close in the first half of 2023. For additional information, please refer to our joint release published today, November 7, 2022.

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

Adjusted EBITDA for this reporting period does not include certain litigation expenses.

1

Execution on Product Roadmap: Ouster continued to execute on its product roadmap, dominated by the October launch of its newest OS digital lidar sensors, REV7, powered by its next-generation L3 chip. REV7 features the all-new OSDome sensor, as well as upgraded OS0, OS1, and OS2 sensors that deliver double the range, enhanced object detection, increased precision and accuracy, and greater reliability. The new REV7 sensors are the highest-performing family of sensors on the market and offer performance upgrades that more than double the Company’s collective serviceable obtainable market (“SOM”), driven by new opportunities for longer-range and mapping applications.

Benefits from the REV7 performance upgrades will support Ouster’s recently released 3D industrial digital lidar sensor suite configured to meet the unique requirements of forklift, port equipment, and autonomous mobile robot manufacturers with high volume pricing that enables adoption on production fleets. The advancements in the L3 architecture pave the way for Ouster’s upcoming Chronos chip, the automotive-grade, fully custom digital lidar silicon receiver that will power its DF solid-state sensor suite, and i

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EX-99.1

Exhibit 99.1

Ouster Reports 40% Year over Year Revenue Growth Driven by Automation in Industrial and Robotics Sectors

$10.3 million in revenue with 27% gross margins in Q2 2022

Revises FY 2022 revenue guidance to $40 to 55 million

SAN FRANCISCO, CA – August 4, 2022 – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-resolution digital lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, announced financial results for the three months ended June 30, 2022.

Second Quarter 2022 Financial Highlights

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$10.3 million in revenue, up 40% year over year.

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27% gross margins, compared to 26% in the second quarter of 2021.

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Shipped 2,020 sensors in the second quarter, up 38% year over year.

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Increased the number of Strategic Customer Agreements to 80, up from 72 in the prior quarter, collectively representing approximately $575 million in contracted revenue opportunity through 2026.1

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Net loss decreased to $28 million, compared to $32 million in the second quarter of 2021.

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Adjusted EBITDA loss2 increased to $23 million, compared to $14 million in the second quarter of 2021.

Ouster achieved its second highest revenue quarter, driven primarily by growth in the industrial and robotics verticals, predominantly from customers utilizing digital lidar for warehouse and port automation, off-highway mining and agriculture vehicles, construction robots, and drones for mapping and volumetric measurement. Sizeable orders in the automotive vertical, specifically for autonomous trucks, buses, and shuttles also meaningfully contributed to revenue in the second quarter followed by revenues from smart infrastructure deployments around the world. The Company delivered gross margins of 27%, down slightly from the first quarter of 2022 due to continued supply chain headwinds and efforts to avoid production and shipping delays.

Business Updates

Continued Customer Traction: In the second quarter, Ouster sold sensors to approximately 90 new customers3, and converted another 8 customers to multi-year SCAs with binding commitments, further expanding its contracted revenue opportunity to approximately $575 million through 2026.

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“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.

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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.

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“Customer” is defined as having purchased a sensor within the past twelve months ended June 30, 2022.

Progressed Automotive Traction: Ouster Automotive continued to expand its traction with OEMs, Tier 1s, and AV companies, driven by strong demand for its solid-state Digital Flash (DF) A-sample sensors, which started shipping in the first month of the second quarter.

Strengthened Financial Position: Ouster continued to bolster its financial position through balance sheet initiatives, including a previously announced term loan facility of up to $50 million. In the second quarter, the Company drew $20 million on the term loan facility and raised approximately $15 million from sales of common stock through an at-the-market offering. Combined with initiatives to optimize spend and accelerate growth, the Company believes these actions will strengthen the business and provide the flexibility and liquidity to execute on its business plan.

“Ouster continues to capture share in a rapidly evolving market, increasing revenue by 40% over the second quarter of 2021,” said Ouster CEO Angus Pacala. “Our ability to deliver performant and cost-efficient products to customers on-time is a key differentiator. Our diversified strategy ensures that we are well-positioned to leverage automation trends across the industrialized economy, as more companies take steps to increase productivity, improve safety, and address ongoing labor shortages across their supply chains. The positive momentum we’re seeing from automakers following the release of our