UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _______________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 _______________________ Ouster, Inc. (Exact name of registrant as specified in its charter) ______ ...

Ouster, Inc. (NYSE:OUST) Q2 2023 Earnings Conference Call August 10, 2023 5:00 PM ET Company Participants Sarah Ewing - Director, IR Angus Pacala - CEO Mark Weinswig - CFO Conference Call Participants Andres Sheppard - Cantor Fitzgerald Kevin Garrigan - WestPark Capital Greg Pendy - Chardan Richard Shannon - Craig-Hallum Operator Good afternoon, and welcome, everyone, to Ouster's Second Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After today's presen ...

Forward-Looking Statements Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which Ouster operates is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are bas ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _______________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 _______________________ Ouster, Inc. (Exact name of registrant as specified in its charter) _____ ...

Ouster, Inc. (NYSE:OUST) Q1 2023 Earnings Conference Call May 11, 2023 5:00 PM ET Company Participants Sarah Ewing - Director, Investor Relations Angus Pacala - Chief Executive Officer Mark Weinswig - Chief Financial Officer Conference Call Participants Kevin Cassidy - Rosenblatt Tristan Gerra - Baird Brian Dobson - Chardan Capital Markets Kevin Garrigan - WestPark Capital Richard Shannon - Craig-Hallum Capital Group Itay Michaeli - Citi Andres Sheppard - Cantor Fitzgerald Operator Good afternoon and welco ...

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Part I [Business](index=6&type=section&id=Item%201.%20Business) Ouster, Inc. provides digital lidar sensors and software for automotive, industrial, robotics, and smart infrastructure, leveraging its patented technology and the Velodyne merger to expand market reach - Ouster is a global provider of lidar sensors and software solutions targeting **four main markets**: automotive, industrial, robotics, and smart infrastructure[22](index=22&type=chunk) - On **February 10, 2023**, Ouster completed its merger with Velodyne Lidar, Inc., aiming to enhance product offerings, increase operational efficiencies, and strengthen its financial position[29](index=29&type=chunk) - The company's core technology is its **patented digital lidar architecture**, based on custom semiconductor chips, which it believes provides a significant cost and performance advantage[32](index=32&type=chunk)[33](index=33&type=chunk)[36](index=36&type=chunk) - In 2022, the company shipped sensors to over **690 customers**, and post-merger with Velodyne, the combined entity supports over **850 customers** in approximately **50 countries**[69](index=69&type=chunk) - Key manufacturing partners include **Benchmark Electronics** and **Fabrinet**, with production primarily located in **Thailand** to reduce costs and enable scaling[25](index=25&type=chunk)[79](index=79&type=chunk)[95](index=95&type=chunk) [Our Product Portfolio](index=8&type=section&id=Item%201.%20Business%20-%20Our%20Product%20Portfolio) Ouster's portfolio includes OS scanning and DF solid-state digital lidar sensors, legacy Velodyne analog sensors, and software solutions like Ouster Gemini and BlueCity AI - The **OS product line** features four models (OSDome, OS0, OS1, OS2) with the latest **REV7 series**, powered by the L3 chip, offering significant performance upgrades like doubled range and enhanced object detection[44](index=44&type=chunk)[45](index=45&type=chunk) - The **DF product line** is a suite of solid-state digital lidar sensors designed to meet automotive OEM requirements for ADAS, focusing on high resolution, adaptability, and scalability for series production[52](index=52&type=chunk)[55](index=55&type=chunk) - Following the Velodyne merger, Ouster now also offers legacy Velodyne sensors, including the **Alpha Prime (VLS-128)** for autonomous driving and the **Puck family (VLP-32, VLP-16)** for robotics, mapping, and other applications[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) - Software solutions include **Ouster Gemini**, a perception platform for crowd analytics and security, and **BlueCity AI**, which provides real-time traffic data analytics[61](index=61&type=chunk)[65](index=65&type=chunk) [Our Growth Strategies](index=14&type=section&id=Item%201.%20Business%20-%20Our%20Growth%20Strategies) Ouster's growth strategies focus on advancing digital lidar technology, introducing value-added software, and executing commercial plans, including strategic mergers and global distribution expansion - Pursue **strategic transactions**, such as the completed merger with Velodyne, to strengthen the company's financial position, technology portfolio, and software offerings[87](index=87&type=chunk) - **Expand the global distribution network** to reach more customers efficiently and grow sales[89](index=89&type=chunk) - **Commercialize the solid-state DF sensor** to meet the automotive industry's requirements for ADAS applications and build relationships with global OEMs and Tier 1 suppliers[91](index=91&type=chunk) - **Grow sales volumes from existing accounts** by supporting customers as they move from evaluation to series production, which can materially increase order volumes[93](index=93&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its limited operating history, net losses, Velodyne merger integration, intense competition, supply chain reliance, regulatory changes, and identified material weaknesses in internal controls - The company has a limited operating history and has incurred significant net losses, reporting a net loss of **$138.6 million** in 2022 and an accumulated deficit of **$441.9 million** as of year-end[119](index=119&type=chunk)[123](index=123&type=chunk) - Successful integration of the **Velodyne merger** is critical, and failure to realize anticipated synergies or manage the expanded operations could adversely affect the business[121](index=121&type=chunk)[122](index=122&type=chunk) - The company relies on third-party manufacturers (**Benchmark**, **Fabrinet**) and limited or single-source suppliers for key components, making it vulnerable to supply chain interruptions[179](index=179&type=chunk)[181](index=181&type=chunk) - **Material weaknesses** in internal control over financial reporting have been identified, which could result in material misstatements of financial statements or failure to meet reporting obligations[238](index=238&type=chunk)[239](index=239&type=chunk) - The company faces risks related to its **$40.0 million** in outstanding debt as of December 31, 2022, and may require additional capital to execute its business plan[153](index=153&type=chunk)[156](index=156&type=chunk) - The company is subject to an **SEC investigation** initiated in June 2021 regarding projected financial information in a prior S-4 registration statement[204](index=204&type=chunk)[278](index=278&type=chunk) [Unresolved Staff Comments](index=47&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - None[276](index=276&type=chunk) [Properties](index=47&type=section&id=Item%202.%20Properties) Ouster's corporate headquarters are in San Francisco, with additional leased office and manufacturing spaces in California and internationally following the Velodyne merger - The company's corporate headquarters are located in **San Francisco, California**, consisting of two leased properties totaling **46,157 square feet**, with leases expiring in August 2027[277](index=277&type=chunk) - As a result of the Velodyne Merger, Ouster assumed additional leases, including approximately **205,000 square feet** of space in **San Jose, California**, and other offices in **Alameda, CA, Germany, China, and India**[277](index=277&type=chunk) [Legal Proceedings](index=48&type=section&id=Item%203.%20Legal%20Proceedings) Ouster faces an ongoing SEC investigation and inherited multiple stockholder lawsuits post-Velodyne merger, alongside disputes with Quanergy Systems and shareholder derivative actions - The company received a letter from the **SEC** on **June 10, 2021**, notifying it of an investigation and document subpoena regarding projected financial information in a Form S-4 registration statement[278](index=278&type=chunk) - Following the Velodyne merger, the company is now party to several lawsuits filed against Velodyne by its purported stockholders, alleging that disclosures related to the merger were materially incomplete and misleading[281](index=281&type=chunk)[555](index=555&type=chunk) - The company inherited a settlement with **Quanergy Systems**, which subsequently filed for Chapter 11 bankruptcy, leaving **$2.25 million** of the settlement unpaid[282](index=282&type=chunk) - A putative shareholder derivative lawsuit and a class action lawsuit, both filed in 2021 against former Velodyne directors and officers, are ongoing[287](index=287&type=chunk)[288](index=288&type=chunk) [Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[290](index=290&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=50&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Ouster's common stock and warrants trade on NYSE, with 418 registered holders as of March 2023, and the company does not anticipate paying cash dividends - The company's common stock and warrants trade on the NYSE under the symbols "**OUST**" and "**OUST-WS**", and on NYSE American under "**OUST WTA**"[293](index=293&type=chunk) - As of **March 23, 2023**, there were **418 registered holders** of record of the company's common stock[294](index=294&type=chunk) - The company has never declared or paid cash dividends and does not intend to in the foreseeable future, planning to retain earnings for business growth[296](index=296&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Ouster's 2022 revenue grew 22% to **$41.0 million**, but operating expenses and R&D significantly increased, leading to a **$138.6 million** net loss, with liquidity supported by debt and ATM proceeds [Results of Operations](index=55&type=section&id=Item%207.%20MD%26A%20-%20Results%20of%20Operations) In 2022, revenue increased 22% to **$41.0 million** driven by volume, but operating expenses rose 44% and R&D 86%, widening the net loss to **$138.6 million** Financial Performance Comparison (2022 vs. 2021) | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $41,029 | $33,578 | 22% | | **Gross Profit** | $10,930 | $9,086 | 20% | | Gross Margin | 27% | 27% | 0% | | **Operating Expenses** | $156,353 | $108,796 | 44% | | R&D Expenses | $64,317 | $34,579 | 86% | | **Loss from Operations** | ($145,423) | ($99,710) | 46% | | **Net Loss** | ($138,560) | ($93,981) | 47% | Revenue by Geographic Location (2022 vs. 2021) | Region | 2022 (in thousands) | 2021 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Americas | $15,977 | $15,656 | 2% | | Asia and Pacific | $9,510 | $7,334 | 30% | | Europe, Middle East and Africa | $15,542 | $10,588 | 47% | | **Total** | **$41,029** | **$33,578** | **22%** | [Liquidity and Capital Resources](index=59&type=section&id=Item%207.%20MD%26A%20-%20Liquidity%20and%20Capital%20Resources) As of December 31, 2022, Ouster had **$122.9 million** in cash and **$441.9 million** accumulated deficit, with liquidity from debt and ATM proceeds, and anticipates needing additional capital - As of December 31, 2022, the company had **$122.9 million** in cash and cash equivalents and an accumulated deficit of **$441.9 million**[354](index=354&type=chunk) - In 2022, the company sold **7.8 million shares** of common stock under its ATM Agreement for net proceeds of **$15.8 million**[352](index=352&type=chunk) - The company has drawn **$40.0 million** under its Term Loan Facility with Hercules Capital as of December 31, 2022[356](index=356&type=chunk) Cash Flow Summary (2022 vs. 2021) | Cash Flow Activity | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | ($110,690) | ($71,061) | | Net cash used in investing activities | ($5,147) | ($15,229) | | Net cash provided by financing activities | $55,602 | $258,304 | [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Ouster faces market risks from inflation, interest rate fluctuations on its floating-rate debt, and foreign currency exchange, but does not currently employ hedging strategies - The company is exposed to interest rate risk on its debt arrangements, which bear floating interest rates; a hypothetical **100 basis point increase** in interest rates would have increased interest expense by **$0.4 million** for the year ended December 31, 2022[379](index=379&type=chunk) - Foreign currency exchange risk arises from operations in Asia and Europe, as expenses are denominated in local currencies while revenues are primarily in U.S. dollars; the company does not currently engage in hedging strategies[381](index=381&type=chunk) - Inflation is identified as a risk that could increase operating costs and potentially decrease customer capital available for purchasing the company's products[377](index=377&type=chunk) [Financial Statements and Supplementary Data](index=64&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Ouster's audited consolidated financial statements and PricewaterhouseCoopers LLP's unqualified opinion, highlighting interim goodwill impairment assessments as a Critical Audit Matter [Report of Independent Registered Public Accounting Firm](index=65&type=section&id=Item%208.%20Financial%20Statements%20-%20Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) PricewaterhouseCoopers LLP issued an unqualified opinion on Ouster's financial statements, identifying interim goodwill impairment assessments as a Critical Audit Matter due to significant management judgment - The auditor's opinion states that the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the three years then ended[387](index=387&type=chunk) - A **Critical Audit Matter** was identified concerning the interim goodwill impairment assessments; this was due to significant management judgment in developing fair value estimates, which involved assumptions about implied control premiums and comparable company market transactions[392](index=392&type=chunk)[393](index=393&type=chunk) [Consolidated Financial Statements](index=67&type=section&id=Item%208.%20Financial%20Statements%20-%20Consolidated%20Financial%20Statements) Ouster's consolidated financial statements show **$256.1 million** in total assets, **$84.5 million** in liabilities, **$41.0 million** revenue, and a **$138.6 million** net loss for 2022 Consolidated Balance Sheet Data (as of Dec 31) | Account | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $122,932 | $182,644 | | Total current assets | $162,498 | $207,358 | | Goodwill | $51,152 | $51,076 | | **Total assets** | **$256,137** | **$307,702** | | Total current liabilities | $29,492 | $22,103 | | Debt | $39,574 | $0 | | **Total liabilities** | **$84,518** | **$47,002** | | **Total stockholders' equity** | **$171,619** | **$260,700** | Consolidated Statement of Operations Data (Year Ended Dec 31) | Account | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Total revenue | $41,029 | $33,578 | | Gross profit | $10,930 | $9,086 | | Total operating expenses | $156,353 | $108,796 | | Loss from operations | ($145,423) | ($99,710) | | **Net loss** | **($138,560)** | **($93,981)** | | Net loss per share | ($0.78) | ($0.70) | [Notes to Consolidated Financial Statements](index=74&type=section&id=Item%208.%20Financial%20Statements%20-%20Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the **$72.5 million** Sense Photonics acquisition, **$40 million** debt, **$16.6 million** lease obligations, **$28.6 million** purchase commitments, **$33.3 million** stock-based compensation, and the Velodyne merger as a subsequent event - The acquisition of Sense Photonics in October 2021 was accounted for as a business combination with total consideration of **$72.5 million**, resulting in **$51.2 million** of goodwill and **$23.4 million** of intangible assets[476](index=476&type=chunk)[478](index=478&type=chunk)[479](index=479&type=chunk) - As of Dec 31, 2022, the company had **$39.6 million** in total debt outstanding under its Loan Agreement with Hercules Capital[528](index=528&type=chunk) - The company has non-cancelable purchase commitments of approximately **$22.3 million** with a contract manufacturer and **$6.3 million** with other vendors as of year-end 2022[553](index=553&type=chunk) - Total stock-based compensation expense was **$33.3 million** in 2022, primarily from RSUs (**$24.2 million**) and stock options (**$8.9 million**)[595](index=595&type=chunk) - As a subsequent event, the company completed its merger with Velodyne on **February 10, 2023**, and initiated restructuring expected to impact **180-200 employees** and result in **$27-$30 million** in charges[618](index=618&type=chunk) [Controls and Procedures](index=112&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2022, due to material weaknesses in internal control over financial reporting, with remediation efforts underway - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2022[623](index=623&type=chunk) - The ineffectiveness was due to **material weaknesses**, including: not maintaining a sufficient complement of personnel with appropriate accounting knowledge, ineffective controls over the financial reporting process, and ineffective IT general controls[627](index=627&type=chunk) - Remediation measures are underway, including recruiting additional personnel, enhancing board oversight, strengthening IT governance, and implementing additional controls for financial reporting[629](index=629&type=chunk)[634](index=634&type=chunk) [Other Information](index=113&type=section&id=Item%209B.%20Other%20Information) The company reports that there is no other information to disclose for this item - None[632](index=632&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=114&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section lists executive officers and directors, confirms the adoption of a Code of Business Conduct and Ethics, and incorporates further details by reference from the 2023 proxy statement - The company has adopted a **Code of Business Conduct and Ethics** applicable to all directors, officers, and employees[636](index=636&type=chunk) - A table lists the company's executive officers and directors, including Angus Pacala (CEO), Mark Frichtl (CTO), Mark Weinswig (CFO), and Theodore L. Tewksbury (Executive Chairman)[638](index=638&type=chunk) [Executive Compensation](index=114&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the company's 2023 Annual Meeting proxy statement - Information regarding executive compensation is **incorporated by reference** from the 2023 Annual Meeting proxy statement[639](index=639&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=115&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details securities authorized for issuance under equity compensation plans as of December 31, 2022, and incorporates other security ownership information by reference from the 2023 proxy statement Securities Authorized for Issuance under Equity Compensation Plans (as of Dec 31, 2022) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Available for Future Issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 37,527,355 | $1.01 | 15,051,217 | | - Restricted Stock Units | 16,510,193 | N/A | N/A | | - Options to Purchase Common Stock | 21,017,162 | $1.01 | N/A | | - Employee Stock Purchase Plan | — | N/A | 6,627,990 | [Certain Relationships and Related Transactions, and Director Independence](index=115&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related person transactions and director independence is incorporated by reference from the company's 2023 Annual Meeting proxy statement - Information regarding certain relationships, related transactions, and director independence is **incorporated by reference** from the 2023 Annual Meeting proxy statement[643](index=643&type=chunk) [Principal Accountant Fees and Services](index=115&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the company's 2023 Annual Meeting proxy statement - Information regarding principal accountant fees and services is **incorporated by reference** from the 2023 Annual Meeting proxy statement[644](index=644&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=117&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Annual Report on Form 10-K, including corporate governance documents, material contracts, and certifications - This item lists **all exhibits** filed with the 10-K, including corporate governance documents, material contracts, and certifications[647](index=647&type=chunk) [Form 10-K Summary](index=121&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports that there is no Form 10-K summary provided - None[653](index=653&type=chunk)

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Ouster, Inc. (NYSE:OUST) Q4 2022 Earnings Conference Call March 23, 2023 5:00 PM ET Company Participants Sarah Ewing - Director, Investor Relations Angus Pacala - Chief Executive Officer Mark Weinswig - Chief Financial Officer Conference Call Participants Andres Sheppard - Cantor Fitzgerald Brian Dobson - Chardan Capital Markets Kevin Cassidy - Rosenblatt Securities Richard Shannon - Craig-Hallum Kevin Garrigan - WestPark Capital Colin Rusch - Oppenheimer Operator Hello and welcome everyone to Ouster’s Four ...

Velodyne Lidar, Inc. (VLDR) Q3 2022 Earnings Conference Call November 8, 2022 4:30 PM ET Company Participants Jordan Darrow - Investor Relations, Darrow Associates Ted Tewksbury - Chief Executive Officer Mark Weinswig - Chief Financial Officer Conference Call Participants Colin Rusch - Oppenheimer Nick Doyle - Needham Samik Chatterjee - JPMorgan Mark Delaney - Goldman Sachs Operator Welcome to Velodyne Lidar Third Quarter 2022 Financial Results Conference Call. All participants will be in listen-only mode. ...