COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39463 | |
Entity Registrant Name | Ouster, Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 173,664,057 | |
Amendment Flag | false | |
Entity Central Index Key | 0001816581 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Common stock, $0.0001 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | OUST | |
Security Exchange Name | NYSE | |
Warrants to purchase common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | OUST WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 160,783 | $ 182,644 |
Restricted cash, current | 977 | 977 |
Accounts receivable, net | 9,881 | 10,723 |
Inventory | 11,619 | 7,448 |
Prepaid expenses and other current assets | 3,006 | 5,566 |
Total current assets | 186,266 | 207,358 |
Property and equipment, net | 8,968 | 10,054 |
Operating lease, right-of-use assets | 14,582 | 15,156 |
Goodwill | 51,076 | 51,076 |
Intangible assets, net | 21,530 | 22,652 |
Restricted cash, non-current | 1,035 | 1,035 |
Other non-current assets | 452 | 371 |
Total assets | 283,909 | 307,702 |
Current liabilities: | ||
Accounts payable | 9,469 | 4,863 |
Accrued and other current liabilities | 11,789 | 14,173 |
Operating lease liability, current portion | 2,888 | 3,067 |
Total current liabilities | 24,146 | 22,103 |
Operating lease liability, long-term portion | 15,685 | 16,208 |
Warrant liabilities (At March 31, 2022 and December 31, 2021 related party $2,058 and $2,669, respectively) | 5,881 | 7,626 |
Other non-current liabilities | 1,018 | 1,065 |
Total liabilities | 46,730 | 47,002 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred stock, $0.0001 par value per share; 100,000,000 shares authorized at March 31, 2022 and December 31, 2021; Nil shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (aggregate liquidation preference of nil at March 31, 2022 and December 31, 2021, respectively) | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 173,602,503 and 172,200,417 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 17 | 17 |
Additional paid-in capital | 572,933 | 564,045 |
Accumulated deficit | (335,753) | (303,356) |
Accumulated other comprehensive loss | (18) | (6) |
Total stockholders’ equity | 237,179 | 260,700 |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity | $ 283,909 | $ 307,702 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 0 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 173,602,503 | 172,200,417 |
Common stock, shares outstanding (in shares) | 173,602,503 | 172,200,417 |
Warrant liabilities | $ 5,881,000 | $ 7,626,000 |
Related Party | ||
Warrant liabilities | $ 2,058,000 | $ 2,669,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Product revenue | $ 8,558 | $ 6,611 |
Revenue from Contract with Customer, Product and Service [Extensible List] | Product [Member] | Product [Member] |
Cost of product revenue | $ 5,967 | $ 4,868 |
Cost, Product and Service [Extensible List] | Product [Member] | Product [Member] |
Gross profit | $ 2,591 | $ 1,743 |
Operating expenses: | ||
Research and development | 15,906 | 4,712 |
Sales and marketing | 7,090 | 3,426 |
General and administrative | 13,783 | 9,907 |
Total operating expenses | 36,779 | 18,045 |
Loss from operations | (34,188) | (16,302) |
Other (expense) income: | ||
Interest income | 154 | 1 |
Interest expense | 0 | (504) |
Other income (expense), net | 1,684 | (4,152) |
Total other expense, net | 1,838 | (4,655) |
Loss before income taxes | (32,350) | (20,957) |
Provision for income tax expense | 47 | 0 |
Net loss | (32,397) | (20,957) |
Other comprehensive loss | ||
Foreign currency translation adjustments | (12) | 0 |
Total comprehensive loss | $ (32,409) | $ (20,957) |
Net loss per common share, basic (in dollars per share) | $ (0.19) | $ (0.38) |
Net loss per common share, diluted (in dollars per share) | $ (0.19) | $ (0.38) |
Weighted-average shares used to compute basic net loss per share (in shares) | 170,906,196 | 55,688,281 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 170,906,196 | 55,688,281 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Accumulated other comprehensive loss | |||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 88,434,754 | |||||||
Beginning balance at Dec. 31, 2020 | $ 39,225 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of redeemable convertible preferred stock upon exercise of warrant (in shares) | [1] | 4,232,947 | |||||||
Issuance of redeemable convertible preferred stock upon exercise of warrants | $ 58,097 | ||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | [1] | (92,667,701) | |||||||
Conversion of redeemable convertible preferred stock to common stock | $ (97,322) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | [1] | 0 | |||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 33,327,294 | |||||||
Beginning balance at Dec. 31, 2020 | $ (75,907) | $ 0 | $ 133,468 | $ (209,375) | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 727,114 | |||||||
Issuance of common stock upon exercise of stock options | $ 190 | $ 1 | 189 | ||||||
Repurchase of common stock (shares) | [1] | (220,561) | |||||||
Repurchase of common stock | (43) | (43) | |||||||
Stock-based compensation expense | 5,256 | 5,256 | |||||||
Vesting of early exercised stock options | 438 | 438 | |||||||
Net loss | (20,957) | (20,957) | |||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | [1] | 92,667,701 | |||||||
Conversion of redeemable convertible preferred stock to common stock | 97,334 | $ 12 | 97,322 | ||||||
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 (in shares) | [1] | 34,947,657 | |||||||
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 | 272,064 | $ 3 | 272,061 | ||||||
Offering costs in connection with the merger | (26,620) | (26,620) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | [1] | 161,449,205 | |||||||
Ending balance at Mar. 31, 2021 | $ 251,755 | $ 16 | 482,071 | (230,332) | 0 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | [1] | ||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 0 | [1] | ||||||
Ending balance at Mar. 31, 2022 | $ 0 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 172,200,417 | 172,200,417 | [1] | ||||||
Beginning balance at Dec. 31, 2021 | $ 260,700 | $ 17 | 564,045 | (303,356) | (6) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 797,380 | 822,702 | [1] | ||||||
Issuance of common stock upon exercise of stock options | $ 209 | $ 0 | 209 | ||||||
Issuance of common stock upon exercise of restricted stock awards - net of tax withholding (in shares) | [1] | 812,491 | |||||||
Issuance of common stock upon exercise of restricted stock awards - net of tax withholding | (59) | $ 0 | (59) | ||||||
Repurchase of common stock (shares) | [1] | (233,107) | |||||||
Repurchase of common stock | (31) | (31) | |||||||
Stock-based compensation expense | 8,750 | 8,750 | |||||||
Vesting of early exercised stock options | 19 | 19 | |||||||
Net loss | (32,397) | (32,397) | |||||||
Other Comprehensive loss | $ (12) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 173,602,503 | 173,602,503 | [1] | ||||||
Ending balance at Mar. 31, 2022 | $ 237,179 | $ 17 | $ 572,933 | $ (335,753) | $ (18) | ||||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1), have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 established in the Merger as described in Note 1. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Private placement warrants acquired as part of the merger | $ 0 |
Share exchange ratio | 0.703 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (32,397,000) | $ (20,957,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,385,000 | 1,095,000 |
Stock-based compensation | 8,750,000 | 5,256,000 |
Change in right-of-use asset | 644,000 | 520,000 |
Interest expense on notes and convertible debt | 0 | 36,000 |
Amortization of debt issuance costs and debt discount | 0 | 250,000 |
Change in fair value of warrant liabilities | (1,745,000) | 4,152,000 |
Inventory write down | 203,000 | 0 |
Gain from disposal of property and equipment | (100,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 842,000 | (140,000) |
Inventory | (4,373,000) | (476,000) |
Prepaid expenses and other assets | 2,480,000 | (1,202,000) |
Accounts payable | 4,807,000 | (1,000) |
Accrued and other liabilities | (2,551,000) | (254,000) |
Operating lease liability | (772,000) | (678,000) |
Net cash used in operating activities | (21,827,000) | (12,399,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of property and equipment | 275,000 | 0 |
Purchases of property and equipment | (416,000) | (597,000) |
Net cash used in investing activities | (141,000) | (597,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the merger and private offering | 0 | 291,454,000 |
Payment of offering costs | 0 | (26,116,000) |
Repayment of debt | 0 | (7,000,000) |
Proceeds from issuance of promissory notes to related parties | 0 | 5,000,000 |
Repayment of promissory notes to related parties | 0 | (5,000,000) |
Repurchase of common stock | (31,000) | (43,000) |
Proceeds from exercise of stock options | 209,000 | 504,000 |
Taxes paid related to net share settlement of equity awards | (59,000) | 0 |
Net cash provided by financing activities | 119,000 | 258,799,000 |
Effect of exchange rates on cash and cash equivalents | (12,000) | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (21,861,000) | 245,803,000 |
Cash, cash equivalents and restricted cash at beginning of period | 184,656,000 | 12,642,000 |
Cash, cash equivalents and restricted cash at end of period | 162,795,000 | 258,445,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 635,000 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Property and equipment purchases included in accounts payable and accrued liabilities | 377,000 | 100,000 |
Private placement warrants acquired as part of the merger | 0 | 19,377,000 |
Issuance of redeemable convertible preferred stock upon exercise of warrants | 0 | 58,097,000 |
Conversion of redeemable convertible preferred stock to common stock | 0 | 97,322,000 |
Offering costs not yet paid | $ 0 | $ 504,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Ouster, Inc. was incorporated in the state of Delaware on June 4, 2020. The Company’s operating subsidiary, Ouster Technologies, Inc. (“OTI” and prior to the Merger (as defined below), named Ouster, Inc.), was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy. Unless the context otherwise requires, references in this subsection to “the Company” refer to the business and operations of OTI (formerly known as Ouster, Inc.) and its consolidated subsidiaries prior to the Merger (as defined below) and to Ouster, Inc. (formerly known as Colonnade Acquisition Corp.) and its consolidated subsidiaries following the consummation of the Merger. Colonnade Acquisition Corp. (“CLA”), the Company’s legal predecessor, was originally a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. CLA was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 11, 2021, CLA consummated a merger with the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2020, details of which are included below. Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021 and the notes related thereto, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with US GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future years or interim periods. Impact of the COVID-19 Pandemic Ouster has been actively monitoring the COVID-19 pandemic on a global scale and continues to evaluate the long-term impacts on the business while keeping abreast of the latest developments, particularly the variants of the virus, to ensure preparedness for Ouster’s employees and its business. We maintain our commitment to protect the health and safety of our employees and customers. We continue to adapt and enhance our safety protocols as we follow the guidance from local authorities. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future events that are by nature uncertain, including as a result of new information that continues to emerge concerning the virus, its variants, the deployment and effectiveness of vaccination roll-outs, vaccination hesitancy, and the actions taken to contain the virus or treat it, as well as the economic impact on local, regional, national and international customers and markets. Thus, the Company is not able to estimate the future consequences on its operations, its financial condition, or its liquidity. Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of March 31, 2022, the Company had an accumulated deficit of approximately $335.8 million. The Company has historically financed its operations primarily through the Merger and related transactions, the sale of convertible notes, equity securities, proceeds from debt and, to a lesser extent, cash received from sales. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company expects to continue investing in product development and sales and marketing activities. The long-term continuation of the Company’s business plan is dependent upon the generation of sufficient revenues from its products to offset expenses. In the event that the Company does not generate sufficient cash flows from operations and is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. The Company has concluded that its cash and cash equivalents as of March 31, 2022 are sufficient for the Company to continue as a going concern for at least one year from the date these unaudited condensed consolidated financial statements are available for issuance. Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc. On December 21, 2020, OTI entered into the Merger Agreement with CLA and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. OTI’s board of directors unanimously approved OTI’s entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the “Merger”), with OTI surviving the Merger. As a result of the Merger, among other things, (1) each of the then issued and outstanding 5,000,000 CLA Class B ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class B ordinary shares”) converted automatically, on a one-for-one basis, into a CLA Class A ordinary share (as defined below), (2) immediately following the conversion described in clause (1), each of the then issued and outstanding 25,000,000 Class A ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class A ordinary shares”), converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Ouster (the “Ouster common stock”), (3) each of the then issued and outstanding 10,000,000 redeemable warrants of CLA (the “CLA warrants”) converted automatically into a redeemable warrant to purchase one share of Ouster common stock (the “Public warrants”) pursuant to the Warrant Agreement, dated August 20, 2020 (the “Warrant Agreement”), between CLA and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each of the then issued and outstanding units of CLA that had not been previously separated into the underlying CLA Class A ordinary shares and underlying CLA warrants upon the request of the holder thereof (the “CLA units”), were cancelled and entitled the holder thereof to one share of Ouster common stock and one-half of one Public warrant, and (5) each of the then issued and outstanding 6,000,000 private placement warrants of CLA (the “Private Placement warrants”) converted automatically into a Public warrant pursuant to the Warrant Agreement. No fractional Public warrants were issued upon separation of the CLA units. Immediately prior to the effective time of the Merger, (1) each share of OTI’s Series B Preferred Stock, par value $0.00001 per share (the “OTI Preferred Stock”), converted into one share of common stock, par value $0.00001 per share, of OTI (the “OTI common stock” and, together with OTI Preferred Stock, the “OTI Capital Stock”) (such conversion, the “OTI Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of OTI Capital Stock were exercised in full or terminated in accordance with their respective terms (the “OTI Warrant Settlement”). As a result of and upon the closing of the Merger, among other things, all shares of OTI Capital Stock (after giving effect to the OTI Warrant Settlement) outstanding immediately prior to the closing of the Merger together with shares of OTI common stock reserved in respect of options to purchase shares of OTI common stock and restricted shares of OTI common stock (together, the “OTI Awards”) outstanding immediately prior to the closing of the Merger that were converted into awards based on Ouster common stock, were cancelled in exchange for the right to receive, or the reservation of, an aggregate of 150,000,000 shares of Ouster common stock (at a deemed value of $10.00 per share), which, in the case of OTI Awards, were shares underlying awards based on Ouster common stock, representing a fully-diluted pre-transaction. Upon closing of the Merger, the Company received gross proceeds of $299.9 million from the Merger and private offering, offset by $8.5 million of pre-merger costs relating to CLA and offerings costs of $26.6 million. The Merger was accounted for as a reverse recapitalization under US GAAP. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. PIPE Investment |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies During the three months ended March 31, 2022, there were no significant changes made to the Company’s significant accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2021. The Company adopted this ASU as of January 1, 2022 using a modified retrospective method of transition, which did not have an impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements not yet adopted The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements. Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the United States and at times cash balances may be in excess of federal insurance limits. The Company generally does not require collateral or other security deposits for accounts receivable. To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows: March 31, December 31, Customer A * 11 % * Customer accounted for less than 10% of total accounts receivable in the period. Revenue from the Company’s major customers representing 10% or more of total revenue was as follows: Three Months Ended March 31, 2022 2021 Customer B * 28 % * Customer accounted for less than 10% of total revenue in the period. Concentrations of supplier risk |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 - Instruments whose significant value drivers are unobservable. On March 31, 2022, the Company’s Level 3 liabilities consisted of the Private Placement warrant liability. The determination of the fair value of warrant liability is discussed in Note 6. On December 31, 2021, the Company’s Level 3 liabilities consisted of the redeemable convertible preferred stock warrant liability. The determination of the fair value of warrant liability is discussed in Note 6. The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds $ 152,984 $ — $ — $ 152,984 Total financial assets $ 152,984 $ — $ — $ 152,984 Liabilities Warrant liabilities $ — $ — $ 5,881 $ 5,881 Total financial liabilities $ — $ — $ 5,881 $ 5,881 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 177,513 $ — $ — $ 177,513 Total financial assets $ 177,513 $ — $ — $ 177,513 Liabilities Warrant liabilities $ — $ — $ 7,626 $ 7,626 Total financial liabilities $ — $ — $ 7,626 $ 7,626 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value of the Private Placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 6). The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Redeemable Private Placement Warrant Liability Fair value as of December 31, 2021 $ — $ (7,626) Change in the fair value included in other income (expense), net — 1,745 Fair value as of March 31, 2022 $ — $ (5,881) Redeemable Private Placement Warrant Liability Fair value as of December 31, 2020 (49,293) — Private placement warrant liability acquired as part of the merger — (19,377) Change in the fair value included in other income (expense), net (8,804) 4,652 Issuance of preferred stock upon exercise of warrants 58,097 — Fair value as of March 31, 2021 $ — $ (14,725) Disclosure of Fair Values |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash and Cash Equivalents The Company’s cash and cash equivalents consist of the following (in thousands): March 31, December 31, Cash $ 7,799 $ 5,131 Cash equivalents: Money market funds (1) 152,984 177,513 Total cash and cash equivalents $ 160,783 $ 182,644 (1) The Company maintains a cash sweep account which is included in money market funds as of March 31, 2022. Cash is invested in the short-term money market funds, which is a cash sweep for uninvested cash that earns interest. Restricted Cash Restricted cash consists of certificates of deposit held by a bank as security for outstanding letters of credit. The Company had a restricted cash balance of $2.0 million as of March 31, 2022 and December 31, 2021, respectively, which has been excluded from the Company’s cash and cash equivalents balances. The Company presented $1.0 million and $0.3 million of the total amount of restricted cash within current assets on the condensed consolidated balance sheets as of March 31, 2022 and March 31, 2021, respectively. The remaining restricted cash balance of $1.0 million was included in non-current assets on the condensed consolidated balance sheets as of March 31, 2022 and March 31, 2021, respectively. Reconciliation of cash, cash equivalents and restricted cash as shown in the condensed consolidated statement of cash flows to the respective accounts within the condensed consolidated balance sheet is as follows (in thousands): As of March 31, 2022 2021 Cash and cash equivalents $ 160,783 $ 257,165 Restricted cash, current 977 276 Restricted cash, non-current 1,035 1,004 Total cash, cash equivalents and restricted cash $ 162,795 $ 258,445 Inventory Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands): March 31, December 31, Raw materials $ 3,288 $ 2,401 Work in process 2,280 1,951 Finished goods 6,051 3,096 Total inventory $ 11,619 $ 7,448 Total inventory balance as of March 31, 2022 and December 31, 2021 includes a write down of $1.8 million and $1.7 million, respectively, for obsolete, scrap, or returned inventory. During the three months ended March 31, 2022 and 2021, $0.2 million and nil of inventory write downs were charged to cost of revenue, respectively. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid expenses $ 1,408 $ 1,970 Prepaid insurance 108 1,355 Receivable from contract manufacturer 1,343 1,344 Grant receivable — 779 Security deposit 76 118 Value-added tax (VAT) receivable 71 — Total prepaid and other current assets $ 3,006 $ 5,566 Property and Equipment, net Property and equipment consists of the following (in thousands): Estimated Useful Life March 31, December 31, Machinery and equipment 3 $ 8,593 $ 8,404 Computer equipment 3 504 498 Automotive and vehicle hardware 5 93 93 Software 3 104 104 Furniture and fixtures 7 730 730 Construction in progress 1,923 1,700 Leasehold improvements Shorter of useful life or lease term 9,310 9,265 21,257 20,794 Less: Accumulated depreciation (12,289) (10,740) Property and equipment, net $ 8,968 $ 10,054 Depreciation expense associated with property and equipment was $1.3 million and $1.1 million in the three months ended March 31, 2022 and 2021, respectively. Goodwill and Acquired Intangible Assets, Net In the fourth quarter of 2021, the Company completed the acquisition of Sense Photonics Inc. (“Sense”), a privately held lidar technology company for autonomous vehicles. The transaction has been accounted for as a business combination. The Company purchased all of the outstanding shares of the capital stock of Sense and settled all Sense debt for total consideration of $72.8 million. Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and assumed liabilities acquired and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. Goodwill is not deductible for tax purposes. Sense’s revenue and pretax loss for the period from t he acquisition date of October 22, 2021 to December 31, 2021 and March 31, 2022 were not material. In the three-month period ended March 31, 2022, the Company did not adjust the preliminary fair values of acquired assets that were recognized as of December 31, 2021. The following tables present acquired intangible assets, net as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Estimated Useful Life Gross Carrying amount Accumulated Amortization Net Book Value Developed technology 8 $ 15,900 $ (828) $ 15,072 Vendor relationship 3 6,600 (917) 5,683 Customer relationships 3 900 (125) 775 Intangible assets, net $ 23,400 $ (1,870) $ 21,530 December 31, 2021 Estimated Useful Life Gross Carrying amount Accumulated Amortization Net Book Value Developed technology 8 $ 15,900 $ (331) $ 15,569 Vendor relationship 3 6,600 (367) 6,233 Customer relationships 3 900 (50) 850 Intangible assets, net $ 23,400 $ (748) $ 22,652 Amortization expense was $1.1 million during the three months ended March 31, 2022. The following table summarizes estimated future amortization expense of finite-lived intangible assets-net (in thousands): Years: Amount 2022 (the remainder of 2022) $ 3,366 2023 4,488 2024 4,071 2025 1,988 2026 1,988 Thereafter 5,629 Total $ 21,530 Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued compensation $ 3,487 $ 3,229 Uninvoiced receipts 7,182 9,835 Other 1,120 1,109 Total accrued and other current liabilities $ 11,789 $ 14,173 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Runway Growth Loan Agreement On November 27, 2018, the Company entered into a Loan and Security Agreement with Runway Growth Credit Fund Inc. (“Runway Loan and Security Agreement”). The Runway Loan and Security Agreement provided for loans in an aggregate principal amount up to $10.0 million with a loan maturity date of November 15, 2021. The loan carried an interest rate equal to LIBOR plus 8.5%, unless LIBOR no longer was attainable or ceased to fairly reflect the costs of the lender, in which case the applicable interest rate would be Prime Rate plus 6.0%. In an event of default, annual interest was increased by 5.0% above the otherwise applicable rate. The loan’s annual effective interest rate was approximately 16.4% for the three months ended March 31, 2021. In conjunction with the Runway Loan and Security Agreement, OTI issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of OTI (4.0% of original principal amount of $10.0 million, divided by the exercise price), with an exercise price of $11.3518 per share. The fair value of this warrant was estimated to be $0.1 million and accounted for as a debt discount. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of OTI. The aggregate value of the warrants increased by $0.1 million after the warrant modification. The warrants were exercised on March 11, 2021 and the warrant liability was remeasured to fair value with the increase recognized as a loss of $0.6 million for the three months ended March 31, 2021 within other income (expense), net in the consolidated statements of operations and comprehensive loss. The warrant liability was remeasured to fair value as of March 31, 2021 and the reduction was recognized as a gain of $0.2 million. On March 26, 2021, the Company terminated the Runway Loan and Security Agreement and repaid the $7.0 million principal amount outstanding as well as interest and fees amounting to $0.4 million. The Company incurred no prepayment fees in connection with the termination and all liens and security interests securing the loan made pursuant to the Runway Loan and Security Agreement were released upon termination. As of March 31, 2022 and December 31, 2021, the outstanding principal balance of the loan was nil, respectively. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Warrants | Warrants Series A and B Redeemable Convertible Preferred Stock Warrants On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, OTI issued a warrant to purchase 35,348 shares of Series A Preferred Stock of OTI at an exercise price of $11.3518 per share (the “Runway warrant”). On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, OTI amended the Runway warrant to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of OTI at an exercise price of $11.3518 per share. The Runway warrants included a cashless exercise provision under which their holders could, in lieu of payment of the exercise price in cash, surrender the Runway warrant and receive a net amount of shares based on the fair market value of OTI’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The Runway warrants contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of the Runway warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations. The fair value of the warrants issued was recorded as of the date of initial issuance in the amount of $0.1 million. The subsequent issuance of warrants pursuant to the August 5, 2019 amendment to the Runway Loan and Security Agreement was recorded in the amount of $0.1 million. Immediately prior to the Merger, the warrants were exercised in full in accordance with their terms. On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, OTI issued a warrant to purchase 4,513,993 shares of Series B redeemable convertible preferred stock of the Company at an exercise price of $0.3323 per share (the “Series B warrants”). The Series B warrants could be exercised prior to the earliest to occur of (i) the The Series B warrants were initially recognized as a liability at a fair value of $0.7 million. The Series B warrants were exercised on February 11, 2021 and the warrant liability was remeasured to fair value as of that date, resulting in a loss of $8.3 million for the three months ended March 31, 2021, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss. Upon exercise redeemable convertible preferred stock converted into common stock pursuant to the conversion rate effective immediately prior to the Merger. Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In September 2020, OTI began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for OTI, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of the date of the exercise. The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model: Initial Issuance Subsequent December 31, February 11, March 11, Stock price $ 5.80 $ 5.80 $ 7.11 $ 10.27 $ 8.44 Expected term (years) 10.00 9.31 2.00 2.00 2.00 Expected volatility 57.81 % 57.35 % 76.00 % 76.00 % 76.00 % Risk-free interest rate 3.06 % 1.75 % 0.13 % 0.13 % 0.13 % Dividend yield 0 % 0 % 0 % 0 % 0 % Private Placement Warrants Simultaneously with the closing of the Company’s initial public offering (the “IPO”) in August 2020, the sponsor of CLA, Colonnade Sponsor LLC, purchased an aggregate of 6,000,000 Private Placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000. The Private Placement warrants became exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Merger, or earlier upon redemption or liquidation. Each Private Placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. On March 11, 2021, each outstanding Private Placement warrant automatically converted into a warrant to purchase one share of Ouster common stock pursuant to the Warrant Agreement. The Private Placement warrants were initially recognized as a liability at a fair value of $19.4 million and the Private Placement warrant liability was remeasured to fair value as of March 31, 2022 and 2021, resulting in a gain of $1.7 million and $4.6 million for the three months ended March 31, 2022 and 2021, respectively, classified within other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model: March 11, 2021 March 31, December 31, March 31, Stock price $ 12.00 $ 8.50 $ 5.20 $ 4.60 Exercise price of warrant $ 11.50 $ 11.50 $ 11.50 $ 11.50 Expected term (years) 5.00 4.95 4.19 3.95 Expected volatility 27.00 % 43.00 % 57.00 % 56.81 % Risk-free interest rate 0.78 % 0.92 % 1.14 % 2.55 % Public Warrants CLA, in its IPO in August 2020, issued 20,000,000 units that each consisted one Class A ordinary share and one half warrant to purchase a Class A ordinary share, which the Company refers to as CLA warrants before the Merger and Public warrants after the Merger. These warrants may only be exercised for a whole number of shares, and no fractional warrants were issued or issuable upon separation of the units and only whole warrants will trade. The warrants became exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Merger, or earlier upon redemption or liquidation. Each Public warrant is exercisable at a price of $11.50 per share. On March 11, 2021, upon the closing of the Merger pursuant to the Merger Agreement (Note 1), each of the 9,999,996 outstanding warrants, as adjusted for any fractional warrants that were not issued upon separation, was converted automatically into a redeemable Public warrant to purchase one share of the Company’s common stock. The Public warrants were recognized as equity upon the Merger in the amount of $17.9 million. Prior to their expiration, the Company may redeem the Public warrants at a price of $0.01 per warrant, provided that the closing price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which the Company gives proper notice of such redemption to the warrants holders. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of credit In connection with the lease agreements (collectively the “350 Treat Building Lease” and the “2741 16th Street Lease”), the Company obtained letters of credit from certain banks as required by the lease agreements. If the Company defaults under the terms of the applicable lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. The outstanding amount of the letters of credit was $2.0 million as of March 31, 2022 and December 31, 2021. Non-cancelable purchase commitments As of March 31, 2022, the Company had non-cancelable purchase commitments to a third-party contract manufacturer for approximately $21.3 million and to other vendors for approximately $9.1 million. Litigation On June 10, 2021, the Company received a letter from the SEC notifying us of an investigation and document subpoena. The subpoena seeks documents regarding projected financial information in CLA’s Form S-4 registration statement filed on December 22, 2020. The Company has complied with the SEC’s requests to date; however, the SEC may request additional documents or information. Should the SEC pursue this matter further, it could have a material impact on our business and operations. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this matter. The Company is involved in various legal proceedings arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. Based on the opinion of legal counsel and other factors, management believes that the final disposition of these existing matters will not have a material adverse effect on the business, results of operations, financial condition, or cash flows of the Company. The Company has identified certain claims as a result of which a loss may be incurred, but in the aggregate any loss is expected to be immaterial. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. For other claims regarding proceedings that are in an initial phase, the Company is unable to estimate the range of possible loss, if any, but at this time believes that any loss related to such claims will not be material. As of March 31, 2022 and December 31, 2021 there were no material litigation matters. Indemnification From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The unaudited condensed consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at March 31, 2022 and December 31, 2021. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred and Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Redeemable Convertible Preferred and Common Stock | Redeemable Convertible Preferred and Common Stock The Company’s common stock and warrants trade on the New York Stock Exchange under the symbol “OUST” and “OUSTWS”, respectively. Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 1,000,000,000 shares of common stock; (ii) 100,000,000 shares of preferred stock. Immediately following the Merger, there were 161,449,205 shares of common stock with a par value of $0.0001, and 15,999,996 warrants outstanding. The holder of each share of common stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to March 11, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Immediately prior to the Merger, OTI’s certificate of incorporation, as amended, authorized it to issue 342,367,887 shares of $0.00001 par value, with 210,956,516 shares designated as common stock and 131,411,372 shares of redeemable convertible preferred stock. On March 11, 2021, upon the closing of the Transaction pursuant to the Merger Agreement (Note 1), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Transaction and the remaining amount was reclassified to additional paid-in capital. As of March 31, 2022 and December 31, 2021, the Company does not have any redeemable convertible preferred stock outstanding. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation As of March 31, 2022, the Company has three equity incentive plans, the 2015 Stock Plan (the “2015 Plan”), the 2021 Incentive Award Plan (the “2021 Plan”) and the Sense 2017 Equity Incentive Plan (the “Sense Plan” and together the “Plans”). The Plans provide for the grant of stock options, stock appreciation rights, restricted stock awards (“RSA”), restricted stock units (“RSU”), performance stock unit awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2021 Plan provides for the grant of performance bonus awards. All awards within the Plans may be granted to employees, including officers, as well as directors and consultants, within the limits defined in the Plans. Certain employees have the right to early exercise unvested stock options, subject to rights held by the Company to repurchase unvested shares in the event of voluntary or involuntary termination. The Company accounts for cash received in consideration for the early exercise of unvested stock options as a non-current liability, included as a component of other liabilities in the Company’s condensed consolidated balance sheets. On October 12, 2020, the Company issued $1.1 million partial recourse promissory notes to certain executives and employees. The promissory notes carried 0.38% annual cash interest and were due on the earliest of 9th anniversary of the date of issuance of the notes, or termination of employment of the executive/employee, or filing by the Company of a registration statement under the Securities Act of 1933, or promissory notes being prohibited under Section 13(k) of the Securities Exchange Act of 1934 or closing of change a in control of the Company. At issuance, the promissory notes were used to settle certain executives’ and employees’ obligations for 2,883,672 vested and 4,603,833 unvested ISOs that were exercised and no cash was exchanged. In March 2021, in connection with the close of the Merger, the Company forgave half of the respective obligations under the promissory notes for certain executives and required such noteholders to repay the remaining balance of $0.3 million under each of their respective notes. Additional compensation expense of $0.3 million was recognized in general and administrative expenses for the three months ended March 31, 2021 for the value of the loans forgiven. No obligations under the promissory notes for non-executive noteholders were outstanding as of March 31, 2022 and December 31, 2021. Stock Options Stock option activity for the three months ended March 31, 2022 is as follows: Number of Weighted- Weighted- Aggregate Outstanding—December 31, 2021 24,129,096 $ 1.01 8.6 $ 100,992 Options exercised (797,380) 0.20 Options cancelled (77,753) 4.21 $ — Outstanding—March 31, 2022 23,253,963 $ 1.03 8.3 $ 84,888 Vested and expected to vest—March 31, 2022 23,253,963 $ 1.03 8.3 $ 84,888 Exercisable—March 31, 2022 9,954,974 $ 0.80 8.1 $ 37,186 The following table summarizes information about stock options outstanding and exercisable at March 31, 2022. Options Outstanding Options Exercisable Exercise Options Weighted Weighted Options Weighted $ 0.18 5,037,657 8.3 $ 0.18 3,256,438 $ 0.18 $ 0.21 9,300,668 8.5 $ 0.21 3,454,922 $ 0.21 $ 1.42 7,524,114 8.5 $ 1.42 2,664,790 $ 1.42 $ 1.49 40,581 5.8 $ 1.49 40,418 $ 1.49 $ 5.24 705,146 4.0 $ 5.24 538,406 $ 5.24 $ 10.26 645,797 9.1 $ 10.26 — $ — 23,253,963 9,954,974 As of March 31, 2022, there was approximately $21.2 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 2.4 years. Restricted Stock Unit (“RSU”) Awards A summary of RSU activity is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – December 31, 2021 9,326,572 $ 7.82 Granted during the period 3,983,474 4.25 Canceled during the period (1,559,964) 6.44 Vested during the period (828,921) 7.46 Unvested — March 31, 2022 10,921,161 $ 6.75 Stock compensation expense is recognized on a straight-line basis over the vesting period of each RSU. As of March 31, 2022, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $68.1 million, with a weighted-average remaining vesting period of 3.2 years. RSUs settle into shares of common stock upon vesting. Stock-Based compensation expense Stock-based compensation expense is included in costs and expenses as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 217 $ 118 Research and development 3,761 921 Sales and marketing 1,524 265 General and administrative 3,248 3,952 Total stock-based compensation $ 8,750 $ 5,256 The following table summarizes stock-based compensation expense by award type (in thousands): Three Months Ended March 31, 2022 2021 RSUs $ 5,901 $ 313 Stock options 2,840 4,937 RSAs 9 6 Total stock-based compensation $ 8,750 $ 5,256 |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (32,397) $ (20,957) Denominator: Weighted average shares used to compute basic and diluted net loss per share 170,906,196 55,688,281 Net loss per common share—basic and diluted $ (0.19) $ (0.38) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2022 2021 Options to purchase common stock 25,577,679 24,626,748 Public and private common stock warrants 15,999,900 15,999,996 Restricted Stock Units 8,597,445 959,874 Unvested early exercised common stock options 1,595,966 3,935,428 Unvested RSA 11,645 34,932 Vested and early exercised options subject to nonrecourse notes — 1,761,436 Total 51,782,635 47,318,414 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on the deferred tax assets as it is more likely than not that some, or all, of the Company’s deferred tax assets will not be realized. The Company continues to maintain a full valuation allowance against its net deferred tax assets. Due to tax losses and the offsetting valuation allowance, the income tax provision for the three months ended March 31, 2022 and 2021 was not material to the Company’s condensed consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue from sale of lidar sensor kits, which are recognized at a point in time, was $8.6 million and $6.6 million in three months ended March 31, 2022 and 2021. The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands): Three Months Ended March 31, 2022 2021 United States $ 2,863 $ 1,858 North and South America, excluding United States 456 366 Asia and Pacific 2,356 1,254 Europe, Middle East and Africa 2,883 3,133 Total $ 8,558 $ 6,611 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions See Note 5, Debt for details of promissory notes issued by the Company to certain investors of the Company (or an affiliate thereof).See Note 9, Stock-based compensation for details of partial recourse promissory notes issued by the Company to certain executives and employees. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 29, 2022, the Company and its subsidiary, Sense, entered into a loan and security agreement with Hercules Capital, Inc. (“Hercules”) pursuant to which Hercules agreed to make available to the Company a secured term loan facility in the amount of up to $50.0 million, subject to certain terms and conditions. Advances under the loan and security agreement bear interest at the rate of interest equal to greater of either (i) (x) the prime rate as reported in The Wall Street Journal plus (y) 6.15%, and (ii) 9.40%, subject to compliance with financial covenants and other conditions. The loan and security agreement includes covenants, limitations, and events of default customary for similar facilities. The loan and security agreement matures on May 1, 2026. In accordance with the terms of the loan and security agreement, $20.0 million was funded by Hercules on the closing date. The Company may borrow an additional $20.0 million on or before March 15, 2023, subject satisfying certain conditions. An additional $10.0 million may be drawn on or before June 15, 2023, subject to satisfying certain conditions relating to the achievement of trailing twelve month revenue and profit milestones. On April 29, 2022, the Company entered into an At-Market-Issuance Sales Agreement pursuant to which the Company may, subject to the terms and conditions set forth in the agreement offer and sell, from time to time, through or to the agents, acting as agent or principal, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $150.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021 and the notes related thereto, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with US GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future years or interim periods. |
Merger | The Merger was accounted for as a reverse recapitalization under US GAAP. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements not yet adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2021. The Company adopted this ASU as of January 1, 2022 using a modified retrospective method of transition, which did not have an impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements not yet adopted The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the United States and at times cash balances may be in excess of federal insurance limits. The Company generally does not require collateral or other security deposits for accounts receivable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk | Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows: March 31, December 31, Customer A * 11 % * Customer accounted for less than 10% of total accounts receivable in the period. Revenue from the Company’s major customers representing 10% or more of total revenue was as follows: Three Months Ended March 31, 2022 2021 Customer B * 28 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds $ 152,984 $ — $ — $ 152,984 Total financial assets $ 152,984 $ — $ — $ 152,984 Liabilities Warrant liabilities $ — $ — $ 5,881 $ 5,881 Total financial liabilities $ — $ — $ 5,881 $ 5,881 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 177,513 $ — $ — $ 177,513 Total financial assets $ 177,513 $ — $ — $ 177,513 Liabilities Warrant liabilities $ — $ — $ 7,626 $ 7,626 Total financial liabilities $ — $ — $ 7,626 $ 7,626 |
Schedule of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Redeemable Private Placement Warrant Liability Fair value as of December 31, 2021 $ — $ (7,626) Change in the fair value included in other income (expense), net — 1,745 Fair value as of March 31, 2022 $ — $ (5,881) Redeemable Private Placement Warrant Liability Fair value as of December 31, 2020 (49,293) — Private placement warrant liability acquired as part of the merger — (19,377) Change in the fair value included in other income (expense), net (8,804) 4,652 Issuance of preferred stock upon exercise of warrants 58,097 — Fair value as of March 31, 2021 $ — $ (14,725) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The Company’s cash and cash equivalents consist of the following (in thousands): March 31, December 31, Cash $ 7,799 $ 5,131 Cash equivalents: Money market funds (1) 152,984 177,513 Total cash and cash equivalents $ 160,783 $ 182,644 (1) The Company maintains a cash sweep account which is included in money market funds as of March 31, 2022. Cash is invested in the short-term money market funds, which is a cash sweep for uninvested cash that earns interest. Reconciliation of cash, cash equivalents and restricted cash as shown in the condensed consolidated statement of cash flows to the respective accounts within the condensed consolidated balance sheet is as follows (in thousands): As of March 31, 2022 2021 Cash and cash equivalents $ 160,783 $ 257,165 Restricted cash, current 977 276 Restricted cash, non-current 1,035 1,004 Total cash, cash equivalents and restricted cash $ 162,795 $ 258,445 |
Schedule of Restricted Cash | Reconciliation of cash, cash equivalents and restricted cash as shown in the condensed consolidated statement of cash flows to the respective accounts within the condensed consolidated balance sheet is as follows (in thousands): As of March 31, 2022 2021 Cash and cash equivalents $ 160,783 $ 257,165 Restricted cash, current 977 276 Restricted cash, non-current 1,035 1,004 Total cash, cash equivalents and restricted cash $ 162,795 $ 258,445 |
Schedule of Inventory | Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands): March 31, December 31, Raw materials $ 3,288 $ 2,401 Work in process 2,280 1,951 Finished goods 6,051 3,096 Total inventory $ 11,619 $ 7,448 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid expenses $ 1,408 $ 1,970 Prepaid insurance 108 1,355 Receivable from contract manufacturer 1,343 1,344 Grant receivable — 779 Security deposit 76 118 Value-added tax (VAT) receivable 71 — Total prepaid and other current assets $ 3,006 $ 5,566 |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following (in thousands): Estimated Useful Life March 31, December 31, Machinery and equipment 3 $ 8,593 $ 8,404 Computer equipment 3 504 498 Automotive and vehicle hardware 5 93 93 Software 3 104 104 Furniture and fixtures 7 730 730 Construction in progress 1,923 1,700 Leasehold improvements Shorter of useful life or lease term 9,310 9,265 21,257 20,794 Less: Accumulated depreciation (12,289) (10,740) Property and equipment, net $ 8,968 $ 10,054 |
Schedule of Finite-Lived Intangible Assets | The following tables present acquired intangible assets, net as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Estimated Useful Life Gross Carrying amount Accumulated Amortization Net Book Value Developed technology 8 $ 15,900 $ (828) $ 15,072 Vendor relationship 3 6,600 (917) 5,683 Customer relationships 3 900 (125) 775 Intangible assets, net $ 23,400 $ (1,870) $ 21,530 December 31, 2021 Estimated Useful Life Gross Carrying amount Accumulated Amortization Net Book Value Developed technology 8 $ 15,900 $ (331) $ 15,569 Vendor relationship 3 6,600 (367) 6,233 Customer relationships 3 900 (50) 850 Intangible assets, net $ 23,400 $ (748) $ 22,652 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes estimated future amortization expense of finite-lived intangible assets-net (in thousands): Years: Amount 2022 (the remainder of 2022) $ 3,366 2023 4,488 2024 4,071 2025 1,988 2026 1,988 Thereafter 5,629 Total $ 21,530 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued compensation $ 3,487 $ 3,229 Uninvoiced receipts 7,182 9,835 Other 1,120 1,109 Total accrued and other current liabilities $ 11,789 $ 14,173 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Fair Value Measurement Inputs | The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model: Initial Issuance Subsequent December 31, February 11, March 11, Stock price $ 5.80 $ 5.80 $ 7.11 $ 10.27 $ 8.44 Expected term (years) 10.00 9.31 2.00 2.00 2.00 Expected volatility 57.81 % 57.35 % 76.00 % 76.00 % 76.00 % Risk-free interest rate 3.06 % 1.75 % 0.13 % 0.13 % 0.13 % Dividend yield 0 % 0 % 0 % 0 % 0 % The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model: March 11, 2021 March 31, December 31, March 31, Stock price $ 12.00 $ 8.50 $ 5.20 $ 4.60 Exercise price of warrant $ 11.50 $ 11.50 $ 11.50 $ 11.50 Expected term (years) 5.00 4.95 4.19 3.95 Expected volatility 27.00 % 43.00 % 57.00 % 56.81 % Risk-free interest rate 0.78 % 0.92 % 1.14 % 2.55 % |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2022 is as follows: Number of Weighted- Weighted- Aggregate Outstanding—December 31, 2021 24,129,096 $ 1.01 8.6 $ 100,992 Options exercised (797,380) 0.20 Options cancelled (77,753) 4.21 $ — Outstanding—March 31, 2022 23,253,963 $ 1.03 8.3 $ 84,888 Vested and expected to vest—March 31, 2022 23,253,963 $ 1.03 8.3 $ 84,888 Exercisable—March 31, 2022 9,954,974 $ 0.80 8.1 $ 37,186 |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at March 31, 2022. Options Outstanding Options Exercisable Exercise Options Weighted Weighted Options Weighted $ 0.18 5,037,657 8.3 $ 0.18 3,256,438 $ 0.18 $ 0.21 9,300,668 8.5 $ 0.21 3,454,922 $ 0.21 $ 1.42 7,524,114 8.5 $ 1.42 2,664,790 $ 1.42 $ 1.49 40,581 5.8 $ 1.49 40,418 $ 1.49 $ 5.24 705,146 4.0 $ 5.24 538,406 $ 5.24 $ 10.26 645,797 9.1 $ 10.26 — $ — 23,253,963 9,954,974 |
Schedule of Nonvested Restricted Stock Awards Activity | A summary of RSU activity is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – December 31, 2021 9,326,572 $ 7.82 Granted during the period 3,983,474 4.25 Canceled during the period (1,559,964) 6.44 Vested during the period (828,921) 7.46 Unvested — March 31, 2022 10,921,161 $ 6.75 |
Schedule of Stock-based Compensation | Stock-based compensation expense is included in costs and expenses as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 217 $ 118 Research and development 3,761 921 Sales and marketing 1,524 265 General and administrative 3,248 3,952 Total stock-based compensation $ 8,750 $ 5,256 The following table summarizes stock-based compensation expense by award type (in thousands): Three Months Ended March 31, 2022 2021 RSUs $ 5,901 $ 313 Stock options 2,840 4,937 RSAs 9 6 Total stock-based compensation $ 8,750 $ 5,256 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Common Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (32,397) $ (20,957) Denominator: Weighted average shares used to compute basic and diluted net loss per share 170,906,196 55,688,281 Net loss per common share—basic and diluted $ (0.19) $ (0.38) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2022 2021 Options to purchase common stock 25,577,679 24,626,748 Public and private common stock warrants 15,999,900 15,999,996 Restricted Stock Units 8,597,445 959,874 Unvested early exercised common stock options 1,595,966 3,935,428 Unvested RSA 11,645 34,932 Vested and early exercised options subject to nonrecourse notes — 1,761,436 Total 51,782,635 47,318,414 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands): Three Months Ended March 31, 2022 2021 United States $ 2,863 $ 1,858 North and South America, excluding United States 456 366 Asia and Pacific 2,356 1,254 Europe, Middle East and Africa 2,883 3,133 Total $ 8,558 $ 6,611 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | Mar. 11, 2021USD ($)$ / sharesshares | Dec. 21, 2020$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 10, 2021$ / shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ | $ 335,753,000 | $ 303,356,000 | |||
Schedule of Reverse Recapitalization [Line Items] | |||||
Accumulated deficit | $ | $ (335,753,000) | $ (303,356,000) | |||
Common stock, shares outstanding (in shares) | 161,449,205 | 173,602,503 | 172,200,417 | ||
Common stock, shares issued (in shares) | 173,602,503 | 172,200,417 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Warrants outstanding (in shares) | 15,999,996 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common stock, deemed value (in dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from merger and private offering | $ | $ 299,900,000 | ||||
Pre-merger cost | $ | 8,500,000 | ||||
Offering cost | $ | 26,600,000 | ||||
Private Placement | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, deemed value (in dollars per share) | $ / shares | $ 10 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 10,000,000 | ||||
Sale of stock, aggregate commitment amount | $ | $ 100,000,000 | ||||
Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 150,000,000 | ||||
CLA | CLA Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Warrants outstanding (in shares) | 10,000,000 | ||||
CLA | Private Placement Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Warrants outstanding (in shares) | 6,000,000 | ||||
CLA | Conversion of Class B Common Stock to Class A Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Ordinary shares, conversion ratio | 1 | ||||
CLA | Conversion of Class A Common Stock to Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Ordinary shares, conversion ratio | 1 | ||||
CLA | Conversion of Warrant to Ouster Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Warrant, conversion ratio | 1 | ||||
CLA | Conversion of Canceled CLA Units to Ouster Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Unit, conversion ratio | 1 | ||||
CLA | Conversion of Canceled CLA Units to Public Warrant | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Unit, conversion ratio | 0.5 | ||||
CLA | Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 5,000,000 | ||||
Common stock, shares issued (in shares) | 5,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
CLA | Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 25,000,000 | ||||
Common stock, shares issued (in shares) | 25,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
OTI | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
OTI | Series B Preferred Stock Converted to Common Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Preferred stock, conversion ratio | 1 | ||||
OTI | Series B Redeemable Convertible Preferred Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Threshold period past due | 90 days | ||
Purchase | Supplier Concentration Risk | One Supplier | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 17.00% | 31.00% | |
Accounts Payable | Supplier Concentration Risk | One Supplier | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 52.00% | 55.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer A | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than 10%) | 10.00% | 11.00% | |
Customer B | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than 10%) | 10.00% | 28.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total financial assets | $ 152,984 | $ 177,513 |
Liabilities | ||
Warrant liabilities | 5,881 | 7,626 |
Total financial liabilities | 5,881 | 7,626 |
Level 1 | ||
Assets | ||
Total financial assets | 152,984 | 177,513 |
Liabilities | ||
Warrant liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Warrant liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Warrant liabilities | 5,881 | 7,626 |
Total financial liabilities | 5,881 | 7,626 |
Money Market Funds | ||
Assets | ||
Money market funds | 152,984 | 177,513 |
Money Market Funds | Level 1 | ||
Assets | ||
Money market funds | 152,984 | 177,513 |
Money Market Funds | Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Money Market Funds | Level 3 | ||
Assets | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Redeemable Convertible Preferred Stock Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | $ 0 | $ (49,293) |
Change in the fair value included in other income (expense), net | 0 | (8,804) |
Private placement warrant liability acquired as part of the merger | 0 | |
Issuance of preferred stock upon exercise of warrants | 58,097 | |
Fair Value, ending balance | 0 | 0 |
Private Placement Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | (7,626) | 0 |
Change in the fair value included in other income (expense), net | 1,745 | 4,652 |
Private placement warrant liability acquired as part of the merger | (19,377) | |
Issuance of preferred stock upon exercise of warrants | 0 | |
Fair Value, ending balance | $ (5,881) | $ (14,725) |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 7,799 | $ 5,131 | |
Cash equivalents: | |||
Money market funds | 152,984 | 177,513 | |
Total cash and cash equivalents | $ 160,783 | $ 182,644 | $ 257,165 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Restricted cash | $ 2,000 | $ 2,000 | |
Restricted cash, current | 977 | $ 276 | 977 |
Restricted cash, non-current | 1,035 | 1,004 | 1,035 |
Inventory write down | 1,800 | $ 1,700 | |
Inventory write down | 203 | 0 | |
Depreciation expense | 1,300 | $ 1,100 | |
Amortization expense | $ 1,100 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 160,783 | $ 182,644 | $ 257,165 | |
Restricted cash, current | 977 | 977 | 276 | |
Restricted cash, non-current | 1,035 | 1,035 | 1,004 | |
Total cash, cash equivalents and restricted cash | $ 162,795 | $ 184,656 | $ 258,445 | $ 12,642 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,288 | $ 2,401 |
Work in process | 2,280 | 1,951 |
Finished goods | 6,051 | 3,096 |
Total inventory | $ 11,619 | $ 7,448 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 1,408 | $ 1,970 |
Prepaid insurance | 108 | 1,355 |
Receivable from contract manufacturer | 1,343 | 1,344 |
Grant receivable | 0 | 779 |
Security deposit | 76 | 118 |
Value-added tax (VAT) receivable | 71 | 0 |
Total prepaid and other current assets | $ 3,006 | $ 5,566 |
Balance Sheet Components - Sc_5
Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21,257 | $ 20,794 |
Less: Accumulated depreciation | (12,289) | (10,740) |
Property and equipment, net | $ 8,968 | 10,054 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 8,593 | 8,404 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 504 | 498 |
Automotive and vehicle hardware | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Property, plant and equipment, gross | $ 93 | 93 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 104 | 104 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
Property, plant and equipment, gross | $ 730 | 730 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,310 | 9,265 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,923 | $ 1,700 |
Balance Sheet Components - Sc_6
Balance Sheet Components - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying amount | $ 23,400 | $ 23,400 |
Accumulated Amortization | (1,870) | (748) |
Net Book Value | $ 21,530 | $ 22,652 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 8 years | 8 years |
Gross Carrying amount | $ 15,900 | $ 15,900 |
Accumulated Amortization | (828) | (331) |
Net Book Value | $ 15,072 | $ 15,569 |
Vendor relationship | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Gross Carrying amount | $ 6,600 | $ 6,600 |
Accumulated Amortization | (917) | (367) |
Net Book Value | $ 5,683 | $ 6,233 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Gross Carrying amount | $ 900 | $ 900 |
Accumulated Amortization | (125) | (50) |
Net Book Value | $ 775 | $ 850 |
Balance Sheet Components - Sc_7
Balance Sheet Components - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2022 (the remainder of 2022) | $ 3,366 | |
2023 | 4,488 | |
2024 | 4,071 | |
2025 | 1,988 | |
2026 | 1,988 | |
Thereafter | 5,629 | |
Net Book Value | $ 21,530 | $ 22,652 |
Balance Sheet Components - Sc_8
Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 3,487 | $ 3,229 |
Uninvoiced receipts | 7,182 | 9,835 |
Other | 1,120 | 1,109 |
Accrued and other current liabilities | $ 11,789 | $ 14,173 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 26, 2021USD ($) | Aug. 05, 2019USD ($)shares | Nov. 27, 2018USD ($)$ / sharesshares | Jan. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||||||
Warrants, loss (gain) from fair value adjustment | $ (1,745) | $ 4,152 | |||||
Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 10,000 | ||||||
Effective interest rate | 16.40% | ||||||
Value of stock called by warrant, percentage of debt face amount | 0.040 | ||||||
Debt instrument, face amount | $ 10,000 | ||||||
Fair value of warrant accounted for as debt discount | $ 100 | ||||||
Repayments of debt | $ 7,000 | ||||||
Payment of interest and fee upon extinguishment of debt | $ 400 | ||||||
Debt, outstanding balance | $ 0 | $ 0 | |||||
Promissory Note | Notes Payable, Other Payables | Investor | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 8.50% | ||||||
Promissory notes, outstanding balance | $ 5,000 | ||||||
Series A Redeemable Convertible Preferred Stock Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 53,023 | 35,348 | |||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.3518 | ||||||
Warrants, loss (gain) from fair value adjustment | $ 100 | $ (200) | |||||
Series A Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, loss (gain) from fair value adjustment | $ 600 | ||||||
London Interbank Offered Rate (LIBOR) | Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 8.50% | ||||||
Prime Rate | LIBOR Rate Not Available or Applicable | Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.00% | ||||||
Applicable Interest Rate at the Time of Default | In the Event of Debt Default | Runway Loan and Security Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 5.00% |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | Aug. 05, 2019USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Mar. 11, 2021USD ($)shares | Dec. 21, 2020shares | Apr. 03, 2020USD ($)$ / sharesshares | Nov. 27, 2018USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||||||
Warrant, fair value | $ 5,881,000 | $ 7,626,000 | |||||||
Warrants, loss (gain) from fair value adjustment | (1,745,000) | $ 4,152,000 | |||||||
Warrants outstanding (in shares) | shares | 15,999,996 | ||||||||
CLA | Conversion of Warrant to Ouster Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, conversion ratio | 1 | ||||||||
Series A Redeemable Convertible Preferred Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 53,023 | 35,348 | |||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.3518 | ||||||||
Warrants, loss (gain) from fair value adjustment | $ 100,000 | (200,000) | |||||||
Series A Redeemable Convertible Preferred Stock Warrants | OTI | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 53,023 | 35,348 | |||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.3518 | $ 11.3518 | |||||||
Warrant, fair value | $ 100,000 | $ 100,000 | |||||||
Series A Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants, loss (gain) from fair value adjustment | 600,000 | ||||||||
Series B Redeemable Convertible Preferred Stock Warrants | OTI | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 4,513,993 | ||||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 0.3323 | ||||||||
Warrant, fair value | $ 700,000 | ||||||||
Series B Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | OTI | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants, loss (gain) from fair value adjustment | 8,300,000 | ||||||||
Series B Redeemable Convertible Preferred Stock Warrants | Maximum | OTI | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, expiration period | 10 years | ||||||||
Private Placement Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Private Placement Warrants | CLA | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | shares | 6,000,000 | ||||||||
Private Placement Warrants | Sponsor | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 6,000,000 | ||||||||
Warrant, fair value | $ 19,400,000 | ||||||||
Warrant, expiration period | 5 years | ||||||||
Sale of warrants, price (in dollars per share) | $ / shares | $ 1 | ||||||||
Warrant, aggregated purchase price | $ 6,000,000 | ||||||||
Warrant, exercisable, threshold period | 12 months | ||||||||
Number of ordinary shares called by each warrant (in shares) | shares | 1 | ||||||||
Private Placement Warrants | Sponsor | Conversion of Warrant to Ouster Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, conversion ratio | 1 | ||||||||
Private Placement Warrants | Other Income (Expense), Net | Sponsor | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants, loss (gain) from fair value adjustment | $ 1,700,000 | $ 4,600,000 | |||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Warrant, fair value | $ 17,900,000 | ||||||||
Warrant, expiration period | 5 years | ||||||||
Sale of warrants, price (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Warrant, exercisable, threshold period | 12 months | ||||||||
Warrant, conversion ratio | 1 | ||||||||
Warrants outstanding (in shares) | shares | 9,999,996 | ||||||||
Exercise of warrant, threshold common stock price (in dollars per share) | $ / shares | $ 18 | ||||||||
Exercise of warrant, threshold trading days | 20 days | ||||||||
Exercise of warrant, threshold trading-day period | 30 days | ||||||||
Public Warrants | CLA | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 20,000,000 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value Measurement Inputs of Redeemable Convertible Preferred Stock Warrants (Details) - Valuation Technique, Option Pricing Model - Redeemable Convertible Preferred Stock Warrants - OTI | Mar. 11, 2021$ / sharesyear | Feb. 11, 2021$ / sharesyear | Dec. 31, 2020year$ / shares | Apr. 03, 2020$ / sharesyear | Nov. 27, 2018year$ / shares |
Stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | $ / shares | 8.44 | 10.27 | 7.11 | 5.80 | 5.80 |
Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | year | 2 | 2 | 2 | 9.31 | 10 |
Expected volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0.7600 | 0.7600 | 0.7600 | 0.5735 | 0.5781 |
Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0.0013 | 0.0013 | 0.0013 | 0.0175 | 0.0306 |
Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | 0 | 0 | 0 | 0 |
Warrants - Schedule of Fair V_2
Warrants - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants | Mar. 31, 2022$ / sharesyear | Dec. 31, 2021year$ / shares | Mar. 31, 2021year$ / shares | Mar. 11, 2021year$ / shares |
Stock price | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, fair value measurement inputs | $ / shares | 4.60 | 5.20 | 8.50 | 12 |
Exercise price of warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, fair value measurement inputs | 11.50 | 11.50 | 11.50 | 11.50 |
Expected term (years) | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, fair value measurement inputs | 3.95 | 4.19 | 4.95 | 5 |
Expected volatility | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, fair value measurement inputs | 0.5681 | 0.5700 | 0.4300 | 0.2700 |
Risk-free interest rate | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, fair value measurement inputs | 0.0255 | 0.0114 | 0.0092 | 0.0078 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letter of credit | $ 2 | $ 2 |
Third Party Contract Manufacturer | ||
Loss Contingencies [Line Items] | ||
Non-cancelable purchase commitments | 21.3 | |
Other Vendors | ||
Loss Contingencies [Line Items] | ||
Non-cancelable purchase commitments | $ 9.1 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred and Common Stock - Narrative (Details) | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | Mar. 11, 2021vote$ / sharesshares | Mar. 10, 2021$ / sharesshares | Dec. 21, 2020$ / shares |
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Preferred stock, shares authorized (in shares) | 100,000,000 | ||||
Common stock, shares outstanding (in shares) | 173,602,503 | 172,200,417 | 161,449,205 | ||
Warrants outstanding (in shares) | 15,999,996 | ||||
Common stock, voting rights, number of votes per share | vote | 1 | ||||
Redeemable convertible preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
OTI | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Common stock, shares authorized (in shares) | 210,956,516 | ||||
Stock, shares authorized (in shares) | 342,367,887 | ||||
Authorized stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Redeemable Convertible Preferred Stock | OTI | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, shares authorized (in shares) | 131,411,372 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) $ in Millions | Oct. 12, 2020USD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)plan |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Number of equity incentive plans | plan | 3 | ||
Unamortized stock-based compensation expense of option | $ 21.2 | ||
Management And Employee | 2015 Stock Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Vested Options, exercised in period (in shares) | shares | 2,883,672 | ||
Unvested Options, exercised in period (in shares) | shares | 4,603,833 | ||
Certain Executives | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Proceeds from noteholders debt | $ 0.3 | ||
Certain Executives | 2015 Stock Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation cost upon forgiveness of promissory notes | $ 0.3 | ||
Convertible Promissory Note | Notes Payable, Other Payables | Management And Employee | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Convertible notes, outstanding balance | $ 1.1 | ||
Debt instrument, stated interest rate | 0.38% | ||
Stock options | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unamortized stock-based compensation expense, period for recognition | 2 years 4 months 24 days | ||
Restricted Stock Units | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, cost not yet recognized, RSU | $ 68.1 | ||
Award vesting period | 3 years 2 months 12 days |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | [1] | Dec. 31, 2021 | |
Number of Shares Underlying Outstanding Options | ||||
Number of shares underlying outstanding options, beginning balance (in shares) | 24,129,096 | |||
Number of shares underlying outstanding options, options exercised (in shares) | (797,380) | (727,114) | ||
Number of shares underlying outstanding options, options cancelled (in shares) | (77,753) | |||
Number of shares underlying outstanding options, ending balance (in shares) | 23,253,963 | 24,129,096 | ||
Number of shares underlying outstanding options, vested and expected to vest (in shares) | 23,253,963 | |||
Number of shares underlying outstanding options, exercisable (in shares) | 9,954,974 | |||
Weighted- Average Exercise Price per Share | ||||
Weighted average exercise price, beginning balance (in dollars per share) | $ 1.01 | |||
Weighted average exercise price, options exercised (in dollars per share) | 0.20 | |||
Weighted average exercise price, options cancelled (in dollars per share) | 4.21 | |||
Weighted average exercise price, ending balance (in dollars per share) | 1.03 | $ 1.01 | ||
Weighted average exercise price, options vested and expected to vest (in dollars per share) | 1.03 | |||
Weighted average exercise price, options exercisable (in dollars per share) | $ 0.80 | |||
Weighted- Average Remaining Contractual Term (in years) | ||||
Stock options outstanding, weighted average remaining contractual term | 8 years 3 months 18 days | 8 years 7 months 6 days | ||
Stock options exercised, weighted average remaining contractual term | ||||
Stock options vested and expected to vest, weighted average remaining contractual term | 8 years 3 months 18 days | |||
Stock options exercisable, weighted average remaining contractual term | 8 years 1 month 6 days | |||
Aggregate Intrinsic Value | ||||
Stock options outstanding, aggregate intrinsic value, beginning balance | $ 100,992 | |||
Stock options exercised, aggregate intrinsic value | ||||
Stock options outstanding, aggregate intrinsic value, ending balance | 84,888 | $ 100,992 | ||
Stock options vested and expected to vest, aggregate intrinsic value | 84,888 | |||
Stock options exercisable, aggregate intrinsic value | $ 37,186 | |||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1), have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 established in the Merger as described in Note 1. |
Stock-based compensation - Sc_2
Stock-based compensation - Schedule of Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | shares | 23,253,963 |
Options exercisable (in shares) | shares | 9,954,974 |
Exercise Price at $0.18 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ 0.18 |
Exercise price, upper range limit (in dollars per share) | $ 0.18 |
Options outstanding (in shares) | shares | 5,037,657 |
Options outstanding, weighted average remaining contractual life (years) | 8 years 3 months 18 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.18 |
Options exercisable (in shares) | shares | 3,256,438 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.18 |
Exercise Price at $0.21 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 0.21 |
Exercise price, upper range limit (in dollars per share) | $ 0.21 |
Options outstanding (in shares) | shares | 9,300,668 |
Options outstanding, weighted average remaining contractual life (years) | 8 years 6 months |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.21 |
Options exercisable (in shares) | shares | 3,454,922 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.21 |
Exercise Price at $1.42 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 1.42 |
Exercise price, upper range limit (in dollars per share) | $ 1.42 |
Options outstanding (in shares) | shares | 7,524,114 |
Options outstanding, weighted average remaining contractual life (years) | 8 years 6 months |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1.42 |
Options exercisable (in shares) | shares | 2,664,790 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 1.42 |
Exercise Price at $1.49 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 1.49 |
Exercise price, upper range limit (in dollars per share) | $ 1.49 |
Options outstanding (in shares) | shares | 40,581 |
Options outstanding, weighted average remaining contractual life (years) | 5 years 9 months 18 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1.49 |
Options exercisable (in shares) | shares | 40,418 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 1.49 |
Exercise Price at $5.24 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 5.24 |
Exercise price, upper range limit (in dollars per share) | $ 5.24 |
Options outstanding (in shares) | shares | 705,146 |
Options outstanding, weighted average remaining contractual life (years) | 4 years |
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.24 |
Options exercisable (in shares) | shares | 538,406 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 5.24 |
Exercise Price at $10.26 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 10.26 |
Exercise price, upper range limit (in dollars per share) | $ 10.26 |
Options outstanding (in shares) | shares | 645,797 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 1 month 6 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 10.26 |
Options exercisable (in shares) | shares | 0 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0 |
Stock-based compensation - Sc_3
Stock-based compensation - Schedule of Nonvested Restricted Stock Awards Activity (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Outstanding shares | |
Restricted stock units, beginning balance (in shares) | shares | 9,326,572 |
Granted (in shares) | shares | 3,983,474 |
Canceled (in shares) | shares | (1,559,964) |
Vested (in shares) | shares | (828,921) |
Restricted stock units, ending balance (in shares) | shares | 10,921,161 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 7.82 |
Granted (in dollars per share) | $ / shares | 4.25 |
Canceled (in dollars per share) | $ / shares | 6.44 |
Vested (in dollars per share) | $ / shares | 7.46 |
Ending balance (in dollars per share) | $ / shares | $ 6.75 |
Stock-based compensation - Sc_4
Stock-based compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 8,750 | $ 5,256 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 217 | 118 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 3,761 | 921 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,524 | 265 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 3,248 | $ 3,952 |
Stock-based compensation - Sc_5
Stock-based compensation - Schedule of Stock Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 8,750 | $ 5,256 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 5,901 | 313 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 2,840 | 4,937 |
RSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 9 | $ 6 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Net Loss Per Common Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (32,397) | $ (20,957) |
Denominator [Abstract] | ||
Weighted-average shares used to compute basic net loss per share (in shares) | 170,906,196 | 55,688,281 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 170,906,196 | 55,688,281 |
Net loss per common share, basic (in dollars per share) | $ (0.19) | $ (0.38) |
Net loss per common share, diluted (in dollars per share) | $ (0.19) | $ (0.38) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 51,782,635 | 47,318,414 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 25,577,679 | 24,626,748 |
Public and private common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 15,999,900 | 15,999,996 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 8,597,445 | 959,874 |
Unvested early exercised common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 1,595,966 | 3,935,428 |
Unvested RSA | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 11,645 | 34,932 |
Vested and early exercised options subject to nonrecourse notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 1,761,436 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Product revenue | $ 8,558 | $ 6,611 |
Transferred at Point in Time | Lidar Sensor Kits | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | $ 8,600 | $ 6,600 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Product revenue | $ 8,558 | $ 6,611 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | 2,863 | 1,858 |
North and South America, excluding United States | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | 456 | 366 |
Asia and Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | 2,356 | 1,254 |
Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Product revenue | $ 2,883 | $ 3,133 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 29, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 11, 2021 | Dec. 21, 2020 |
Subsequent Event [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Subsequent Event | At The Market Program | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Sale of stock, authorized amount | $ 150,000 | ||||
Subsequent Event | Term Loan | Hercules Loan And Security Agreement | |||||
Subsequent Event [Line Items] | |||||
Term loan, maximum borrowing capacity | $ 50,000 | ||||
Debt instrument, stated interest rate | 9.40% | ||||
Proceeds from issuance of debt | $ 20,000 | ||||
Subsequent Event | Term Loan | Additional Borrowing Capacity, Subject To Satisfying Certain Conditions | Hercules Loan And Security Agreement | |||||
Subsequent Event [Line Items] | |||||
Additional borrowing capacity | 20,000 | ||||
Subsequent Event | Term Loan | Additional Borrowing Capacity, Subject To Satisfying Certain Conditions Related to Revenue and Profit Milestones | Hercules Loan And Security Agreement | |||||
Subsequent Event [Line Items] | |||||
Additional borrowing capacity | $ 10,000 | ||||
Subsequent Event | Term Loan | Prime Rate | Hercules Loan And Security Agreement | Minimum | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 6.15% |