false000188995600018899562024-11-072024-11-07

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 07, 2024

 

 

OneStream, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-42187	87-3199478
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
191 N. Chester Street
Birmingham, Michigan				48009
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (248) 650-1490

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		OS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On November 7, 2024, OneStream, Inc. (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).

 

The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated November 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			OneStream, Inc.
Date:	November 7, 2024	By:	/s/ Holly Koczot
			Holly Koczot General Counsel and Secretary

 

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Exhibit 99.1

OneStream Announces Third Quarter 2024 Financial Results

BIRMINGHAM, Mich., Nov. 7, 2024 /PRNewswire/ -- OneStream, Inc. (Nasdaq: OS), the leading enterprise Finance management platform that modernizes the Office of the CFO by unifying core finance and operational functions -- including financial close, consolidation, reporting, planning and forecasting, today announced financial results for its third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights

“We posted strong third quarter results, led by 39 percent year-over-year growth in subscription revenue and positive free cash flow,” said Tom Shea, CEO, OneStream. "The market is ripe for what we do. As evidenced in our Finance 2035 initiative, CFOs are realizing that legacy technology and data overload are holding them back from becoming more strategic. Finance leaders are looking to OneStream to help them digitally transform, laying the foundation for our future growth.”

 

Recent Developments and Business Highlights

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Financial Outlook

OneStream is providing the following guidance for the fourth quarter of 2024 and the full year 2024:

	Q4'24		FY24
Total Revenue	$127M - $129M		$484M - $486M
Non-GAAP Operating Margin	0% - 2%		(2)% - (1)%
Non-GAAP Net Income per Share	$0.01 - $0.03		$0.06 - $0.08
Equity-Based Compensation	$50M - $55M		$315M - $320M

OneStream has not provided a reconciliation of its forward outlook for non-GAAP operating margin and non-GAAP net loss per share to their most directly comparable GAAP financial measures in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. OneStream is unable to predict with reasonable certainty the amount and timing of adjustments that are used to calculate these non-GAAP financial measures, particularly related to equity-based compensation and its related tax effects.

Earnings Webcast Information

OneStream will host a conference call for analysts and investors to discuss its financial results for the third quarter of 2024 and its outlook for the fourth quarter of 2024 and full year 2024 today at 4:30 p.m. Eastern time / 1:30 p.m. Pacific time. A webcast replay will be available on the Investor Relations Section of OneStream's website following the call.

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Date:	Thursday, November 7, 2024
Time:	4:30 p.m. ET / 1:30 p.m. PT
Webcast:	https://investor.onestream.com

Sessions offering a webcast will be available on the Investor Relations section of the OneStream website at https://investor.onestream.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. Forward-looking statements contained in this press release include, but are not limited to, statements regarding our business strategy and future growth, and our guidance for total revenue, non-GAAP operating margin, non-GAAP net income per share and equity-based compensation for the fourth quarter ending December 31, 2024 and the year ending December 31, 2024. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which we expect to file with the SEC on or around the date of this press release. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements we may make. These factors may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

In addition to GAAP financial measures, this press release includes non-GAAP financial measures that we use to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. These non-GAAP financial measures include non-GAAP operating income, non-GAAP operating margin, non-GAAP net income per share and free cash flow, and their respective definitions are presented below.

There are limitations to the non-GAAP financial measures included in this press release, and they may not be comparable to similarly titled measures of other companies. The non-GAAP financial

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measures included in this press release should not be considered in isolation from or as a substitute for their most directly comparable GAAP financial measures. Our management believes that our non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses that may not be indicative of our ongoing core operating performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and when planning, forecasting and analyzing future periods.

For a reconciliation of the non-GAAP financial measures presented for historical periods to their most directly comparable GAAP financial measures, please see the tables captioned "Reconciliation of Non-GAAP Financial Measures" included at the end of this press release. We encourage you to review the reconciliation in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-recurring items.

Non-GAAP Operating Income

We define non-GAAP operating income as income from operations adjusted for non-cash, non-operational and non-recurring items, including equity-based compensation expense, employer taxes on employee stock transactions, and amortization of acquired intangible assets.

Non-GAAP Operating Margin

We define non-GAAP operating margin as non-GAAP operating income as a percentage of total revenue.

Non-GAAP Net Income Per Share

We define non-GAAP net income as net (loss) / income adjusted for non-cash, non-operational and non-recurring items, including equity-based compensation expense, employer taxes on employee stock transactions, and amortization of acquired intangible assets. We define non-GAAP net income per share as non-GAAP net income divided by weighted-average shares outstanding.

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment.

About OneStream

OneStream is how today's Finance teams can go beyond just reporting on the past and Take Finance Further by steering the business to the future. It's the leading enterprise finance platform that unifies financial and operational data, embeds AI for better decisions and productivity, and empowers the CFO to become a critical driver of business strategy and execution.

We deliver a comprehensive cloud-based platform to modernize the Office of the CFO. Our Digital Finance Cloud unifies core financial and broader operational data and processes and embeds AI for better planning and forecasting, with an extensible architecture, so customers can adopt and develop new solutions, achieving greater value as their business needs evolve.

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With over 1,500 customers, including 15% of the Fortune 500, more than 250 go-to-market, implementation, and development partners and over 1,400 employees, our vision is to be the operating system for modern finance. To learn more, visit onestream.com.

Investor Relations Contacts

INVESTOR CONTACT

Anne Leschin
VP, Investor Relations and Strategic Finance
OneStream
investors@onestreamsoftware.com

MEDIA CONTACT

Victoria Borges
Media Relations Contact
OneStream
media@onestreamsoftware.com

 

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CONDENSED Consolidated Balance SheetS

(in thousands)

(Unaudited)

 

		As of
		September 30, 2024				December 31, 2023
Assets
Current assets:
Cash and cash equivalents		$	495,458			$	117,087
Accounts receivable, net			113,525				107,308
Unbilled accounts receivable			23,753				31,519
Deferred commissions			19,238				17,225
Prepaid expenses and other current assets			11,504				13,098
Total current assets			663,478				286,237
Unbilled accounts receivable, noncurrent			1,291				2,009
Deferred commissions, noncurrent			42,421				41,030
Operating lease right-of-use assets			17,953				18,559
Property and equipment, net			10,513				10,266
Intangible assets, net			2,842				—
Goodwill			9,277				—
Other noncurrent assets			2,334				3,458
Total assets		$	750,109			$	361,559
Liabilities and stockholders' / members' equity
Current liabilities:
Accounts payable		$	19,246			$	8,274
Accrued compensation			23,333				22,436
Accrued commissions			6,702				10,158
Deferred revenue, current			205,801				177,465
Operating lease liabilities, current			3,318				2,505
Other accrued expenses and current liabilities			12,607				11,532
Total current liabilities			271,007				232,370
Deferred revenue, noncurrent			4,157				5,141
Operating lease liabilities, noncurrent			16,538				17,522
Other noncurrent liabilities			199				—
Total liabilities			291,901				255,033
Stockholders' / members' equity:
Members' interest			—				107,151
Preferred stock			—				—
Class A common stock			3				—
Class B common stock			—				—
Class C common stock			7				—
Class D common stock			13				—
Additional paid-in capital			630,354				—
Accumulated other comprehensive loss			(450	)			(625	)
Accumulated deficit			(299,885	)			—
Total stockholders' equity attributable to OneStream, Inc. / members' equity			330,042				106,526
Non-controlling interests			128,166				—
Total stockholders' / members' equity			458,208				106,526
Total liabilities and stockholders' / members’ equity		$	750,109			$	361,559

 

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CONDENSED Consolidated StatementS of Operations

(in thousands, except share and per share amounts)

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenues:
Subscription		$	110,722			$	79,419			$	309,542			$	215,340
License			11,734				19,495				24,818				32,939
Professional services and other			6,684				8,090				22,572				24,048
Total revenue			129,140				107,004				356,932				272,327
Cost of revenues:
Subscription(2)			32,386				19,366				82,007				53,247
Professional services and other(2)			32,015				10,159				53,397				30,769
Total cost of revenue			64,401				29,525				135,404				84,016
Gross profit			64,739				77,479				221,528				188,311
Operating expenses:
Sales and marketing(2)			162,700				42,226				263,225				136,241
Research and development(2)			83,040				13,859				119,916				39,614
General and administrative(2)			74,170				14,391				110,509				43,176
Total operating expenses			319,910				70,476				493,650				219,031
Loss from operations			(255,171	)			7,003				(272,122	)			(30,720	)
Interest income, net			5,022				1,133				8,319				2,702
Other income (expense), net			772				(1,072	)			2,263				(2,894	)
(Loss) income before income taxes			(249,377	)			7,064				(261,540	)			(30,912	)
(Benefit) provision for income taxes			(32	)			300				614				770
Net (loss) income		$	(249,345	)		$	6,764			$	(262,154	)		$	(31,682	)
Less: Net loss attributable to non-controlling interests			(77,402	)			—				(77,402	)			—
Net (loss) income attributable to OneStream, Inc.		$	(171,943	)		$	6,764			$	(184,752	)		$	(31,682	)
Net loss per share of Class A and Class D common stock–basic and diluted(1)			(1.06	)							(1.06	)
Weighted-average shares of Class A and Class D common stock outstanding–basic and diluted(1)			160,300								160,300

 

(1) Represents net loss per share of Class A common stock and Class D common stock and weighted-average shares of Class A common stock and Class D common stock outstanding for the period following OneStream Inc.’s IPO and related reorganization transactions.

(2) Includes equity-based compensation expense as follows:

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Cost of subscription		$	4,981			$	—			$	4,981			$	—
Cost of professional services and other			21,886				—				21,886				15
Sales and marketing			114,713				459				115,987				3,582
Research and development			62,251				104				63,505				413
General and administrative			56,152				864				57,456				3,077
Total equity-based compensation		$	259,983			$	1,427			$	263,815			$	7,087

 

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CONDENSED Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

		Nine Months Ended September 30,
		2024				2023
Cash flows from operating activities:
Net loss		$	(262,154	)		$	(31,682	)
Adjustments to reconcile net loss to net cash provided by (used in)    operating activities:
Depreciation and amortization			2,586				2,230
Noncash operating lease expense			2,303				1,669
Amortization of deferred commissions			15,206				12,661
Equity-based compensation			263,815				7,087
Other noncash operating activities, net			(1,402	)			3,180
Changes in operating assets and liabilities:
Accounts receivable, net			967				(8,499	)
Deferred commissions			(18,610	)			(15,708	)
Prepaid expenses and other assets			(1,395	)			(6,407	)
Accounts payable			15,720				(6,359	)
Deferred revenue			27,349				33,298
Accrued and other liabilities			(8,371	)			3,000
Net cash provided by (used in) operating activities			36,014				(5,530	)
Cash flows from investing activities:
Purchases of property and equipment			(2,177	)			(2,367	)
Acquisition of business, net of cash acquired			(7,594	)			—
Sales of marketable securities			—				87,339
Net cash (used in) provided by investing activities			(9,771	)			84,972
Cash flows from financing activities:
Principal payments on finance lease obligation			—				(46	)
Proceeds from initial public offering, net of underwriting discounts and commissions			409,598				—
Repurchase of LLC Units			(56,663	)			—
Payments of deferred offering costs			(4,943	)			—
Proceeds from option exercises			3,941				247
Repayments of borrowings on revolving credit facility			—				(3,500	)
Net cash provided by (used in) financing activities			351,933				(3,299	)
Effect of exchange rate changes on cash and cash equivalents			195				(94	)
Net increase in cash and cash equivalents			378,371				76,049
Cash and cash equivalents - Beginning of period			117,087				14,687
Cash and cash equivalents - End of period		$	495,458			$	90,736

 

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Reconciliation of non-GAAP FINANCIAL MEASURES

(Unaudited)

 

Non-GAAP Operating Income

 

		Three Months Ended September 30,
		2024				2023
		(in thousands)
(Loss) income from operations		$	(255,171	)		$	7,003
Equity-based compensation expense			259,983				1,427
Employer taxes on employee stock transactions			393				—
Amortization of acquired intangible assets			275				—
Non-GAAP operating income		$	5,480			$	8,430

 

 

Non-GAAP Operating Margin

 

		Three Months Ended September 30,
		2024				2023
		(in thousands)
Operating margin			(198	)%			7	%
Equity-based compensation expense			201	%			1	%
Employer taxes on employee stock transactions			—				—
Amortization of acquired intangible assets			—				—
Non-GAAP operating margin(1)			4	%			8	%

 

(1) Non-GAAP operating margin may not foot due to rounding.

 

 

Free Cash Flow

 

		Three Months Ended September 30,
		2024				2023
		(in thousands)
Net cash provided by (used in) operating activities		$	2,360			$	(4,372	)
Purchases of property and equipment			(1,077	)			(923	)
Free cash flow			1,283				(5,295	)
Net cash used in investing activities		$	(1,077	)		$	(831	)
Net cash provided by financing activities		$	352,978			$	—

 

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