markdown [Part I](index=9&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=9&type=section&id=Item%201.%20Financial%20Statements) This section presents OneStream, Inc.'s unaudited condensed consolidated financial statements for the three months ended March 31, 2025, and December 31, 2024 (balance sheet), and March 31, 2025, and 2024 (operations, comprehensive loss, cash flows) [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows an increase in total assets from **$823.2 million** at December 31, 2024, to **$867.3 million** at March 31, 2025, primarily driven by higher cash and cash equivalents | Metric | As of March 31, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------------- | :------------------------------------ | | Cash and cash equivalents | $593,866 | $544,174 | | Total current assets | $783,355 | $737,366 | | Total assets | $867,332 | $823,221 | | Total current liabilities | $335,398 | $312,175 | | Total liabilities | $355,117 | $332,263 | | Total stockholders' / members' equity | $512,215 | $490,958 | [Condensed Consolidated Statements of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) OneStream, Inc. reported a net loss of **$32.7 million** for the three months ended March 31, 2025, significantly higher than the **$5.0 million** net loss in the prior-year period | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | YoY Change (%) | | :--------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :------------- | | Subscription Revenue | $125,100 | $95,687 | 31% | | License Revenue | $3,698 | $6,179 | (40)% | | Professional Services and Other Revenue | $7,511 | $8,425 | (11)% | | **Total Revenue** | **$136,309** | **$110,291** | **24%** | | Total Cost of Revenue | $43,578 | $34,028 | 28% | | Gross Profit | $92,731 | $76,263 | 22% | | Sales and Marketing Expenses | $67,622 | $48,309 | 40% | | Research and Development Expenses | $35,002 | $16,924 | 107% | | General and Administrative Expenses | $29,980 | $16,410 | 83% | | Total Operating Expenses | $132,604 | $81,643 | 62% | | Loss from Operations | $(39,873) | $(5,380) | 641% | | Net Loss | $(32,651) | $(4,959) | 558% | | Net Loss Attributable to OneStream, Inc. | $(24,016) | $(4,959) | 384% | | Net Loss per Share (Basic and Diluted) | $(0.14) | N/A | N/A | [Condensed Consolidated Statements of Comprehensive Loss](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) The company reported a comprehensive loss of **$31.9 million** for the three months ended March 31, 2025, compared to **$5.1 million** in the prior-year period | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net Loss | $(32,651) | $(4,959) | | Foreign Currency Translation | $725 | $(179) | | **Comprehensive Loss** | **$(31,926)** | **$(5,138)** | | Less: Comprehensive Loss attributable to non-controlling interests | $(8,443) | — | | Comprehensive Loss attributable to OneStream, Inc. | $(23,483) | $(5,138) | [Condensed Consolidated Statements of Stockholders' / Members' Equity](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20/%20Members'%20Equity) Total stockholders' / members' equity increased from **$491.0 million** at December 31, 2024, to **$512.2 million** at March 31, 2025 | Metric | As of December 31, 2024 (in thousands) | As of March 31, 2025 (in thousands) | | :--------------------------------- | :----------------------------------- | :---------------------------------- | | Total Stockholders' / Members' Equity | $490,958 | $512,215 | | Net Loss attributable to OneStream, Inc. | N/A | $(24,016) | | Equity-based Compensation | N/A | $35,205 | | Stock Option Exercises | N/A | $15,274 | | Foreign Currency Translation | N/A | $533 | [Condensed Consolidated Statements of Cash Flows](index=14&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities increased to **$36.2 million** for the three months ended March 31, 2025, from **$25.5 million** in the prior-year period, primarily due to noncash charges like equity-based compensation and favorable changes in working capital | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net Cash Provided by Operating Activities | $36,197 | $25,540 | | Net Cash Used in Investing Activities | $(380) | $(690) | | Net Cash Provided by (Used in) Financing Activities | $13,314 | $(351) | | Net Increase in Cash and Cash Equivalents | $49,692 | $24,209 | | Cash and Cash Equivalents - End of Period | $593,866 | $141,296 | [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering the company's organizational structure, IPO and reorganization, significant accounting policies, recent business combinations (DataSense acquisition), property and equipment, commitments and contingencies, debt, income taxes, stockholders' equity, non-controlling interests, equity-based compensation, net loss per share, revenue recognition, related party transactions, and subsequent events [NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS](index=15&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20DESCRIPTION%20OF%20BUSINESS) OneStream, Inc. was incorporated in 2021 as a holding company for OneStream Software LLC, which provides an AI-enabled Digital Finance Cloud platform - OneStream, Inc. was incorporated in **2021** as a holding company for OneStream Software LLC, which offers an AI-enabled Digital Finance Cloud platform[45](index=45&type=chunk) - The company completed its IPO on July **25**, **2024**, raising **$409.6 million** in net proceeds, which were used to purchase LLC Units[46](index=46&type=chunk) - Reorganization Transactions reclassified LLC units and established OneStream, Inc. as the sole manager of OneStream Software LLC, leading to consolidated financial reporting[48](index=48&type=chunk)[50](index=50&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=17&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company's unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules for interim information, consolidating OneStream, Inc. and its subsidiaries - No material changes in significant accounting policies as of and for the three months ended March **31**, **2025**, compared to the Annual Report on Form **10-K** for **2024**[51](index=51&type=chunk) - The company operates in **one** operating segment, with the CEO as the chief operating decision maker, assessing performance on a consolidated basis[56](index=56&type=chunk) - No single customer accounted for more than **10%** of total revenue or accounts receivable in any period presented, indicating diversified customer base[60](index=60&type=chunk) - Equity-based compensation is recognized based on grant date fair values, with expense recognized on a straight-line or accelerated attribution method[62](index=62&type=chunk) [NOTE 3 – BUSINESS COMBINATIONS](index=20&type=section&id=NOTE%203%20%E2%80%93%20BUSINESS%20COMBINATIONS) On May 1, 2024, OneStream acquired the remaining membership interests of DataSense LLC for **$7.7 million** in cash and **1,023,720** common units of OneStream Software LLC - On May **1**, **2024**, OneStream acquired the remaining equity interests of DataSense LLC to enhance AI and machine learning capabilities for its Digital Finance Cloud[67](index=67&type=chunk) - The aggregate consideration included **$7.7 million** in cash and **1,023,720 common units** of OneStream Software LLC, subject to vesting conditions[68](index=68&type=chunk) | Asset/Liability | May 1, 2024 (in thousands) | | :--------------------------------- | :------------------------- | | Cash | $363 | | Intangible assets – developed technology | $3,300 | | Goodwill | $9,280 | | Other accrued expenses and current liabilities | $(2,454) | | **Total Consideration** | **$10,509** | [NOTE 4 – PROPERTY AND EQUIPMENT](index=21&type=section&id=NOTE%204%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT) Net property and equipment decreased from **$10.1 million** at December 31, 2024, to **$9.6 million** at March 31, 2025 | Category | As of March 31, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :--------------------------------- | :---------------------------------- | :----------------------------------- | | Leasehold improvements | $9,111 | $9,038 | | Capitalized software costs | $5,336 | $5,264 | | Furniture and equipment | $3,795 | $3,767 | | Construction in progress | $362 | $244 | | Gross property and equipment | $18,604 | $18,313 | | Less: Accumulated depreciation and amortization | $(9,008) | $(8,229) | | **Property and equipment, net** | **$9,596** | **$10,084** | - Depreciation and amortization expense was **$0.8 million** for the three months ended March **31**, **2025**, up from **$0.7 million** in the prior-year period[75](index=75&type=chunk) [NOTE 5 – COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%205%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) OneStream has operating lease obligations totaling **$18.2 million** and future purchase obligations of **$34.9 million** as of March 31, 2025 | Obligation Type | Total (in thousands) | Less than 1 Year (in thousands) | 1 - 3 Years (in thousands) | 3 - 5 Years (in thousands) | More than 5 Years (in thousands) | | :---------------------- | :------------------- | :------------------------------ | :------------------------- | :------------------------- | :------------------------------- | | Operating lease obligations | $21,345 | $3,142 | $6,560 | $5,051 | $6,592 | | Purchase obligations | $34,897 | $26,123 | $8,667 | $107 | — | - Remaining commitment under a five-year data center, cloud, and IT services agreement was **$212.4 million** as of March **31**, **2025**, increased from **$300.0 million** to **$360.0 million** in November **2024**[78](index=78&type=chunk) - The company provides indemnification for intellectual property infringement and confidentiality breaches, and service level commitments, none of which have resulted in material costs to date[79](index=79&type=chunk)[80](index=80&type=chunk) [NOTE 6 – DEBT](index=24&type=section&id=NOTE%206%20%E2%80%93%20DEBT) OneStream has a **$150.0 million** revolving credit facility available until October 27, 2028, with no amounts drawn as of March 31, 2025 - OneStream has a **$150.0 million** revolving credit facility, with no amounts drawn as of March **31**, **2025**[85](index=85&type=chunk) - The credit facility matures on October **27**, **2028**, and is secured by substantially all company assets[85](index=85&type=chunk)[87](index=87&type=chunk) - The company must maintain compliance with financial covenants, including a debt-to-recurring revenue ratio not exceeding **0.50** to **1.00** and **$50.0 million** in liquidity, and was compliant as of March **31**, **2025**[87](index=87&type=chunk) [NOTE 7 – INCOME TAXES](index=24&type=section&id=NOTE%207%20%E2%80%93%20INCOME%20TAXES) OneStream, Inc. is subject to corporate income taxes, while OneStream Software LLC is treated as a partnership for tax purposes - OneStream, Inc. is taxed as a corporation, while OneStream Software LLC is treated as a partnership for U.S. federal income tax purposes[88](index=88&type=chunk)[89](index=89&type=chunk) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Provision for Income Taxes | $420 | $315 | - The company has a full valuation allowance against its U.S. deferred tax asset, and thus no TRA liability has been recorded, as realization of tax benefits is not considered probable[96](index=96&type=chunk) - The maximum estimated TRA liability that could result from past exchanges, if tax benefits were realized, would have been **$140.4 million** as of March **31**, **2025**[96](index=96&type=chunk) [NOTE 8 – STOCKHOLDERS' / MEMBERS' EQUITY](index=26&type=section&id=NOTE%208%20%E2%80%93%20STOCKHOLDERS'%20/%20MEMBERS'%20EQUITY) In connection with the Reorganization Transactions, OneStream, Inc. amended its certificate of incorporation to authorize Class A, B, C, and D common stock, and preferred stock, with differing voting and economic rights - OneStream, Inc. authorized Class A, B, C, and D common stock, and preferred stock, with Class A having **one vote** and economic rights, Class C and D having **ten votes**, and Class B and C having no economic rights[97](index=97&type=chunk)[98](index=98&type=chunk) - All OneStream Software LLC membership interests were reclassified into a single class of LLC Units during the Reorganization Transactions[99](index=99&type=chunk)[101](index=101&type=chunk) - During Q1 **2025**, **598,404 LLC Units** and Class C common stock were exchanged for Class D common stock (then converted to Class A), and **21,335,418** Class D common stock shares were converted to Class A common stock[103](index=103&type=chunk)[104](index=104&type=chunk) [NOTE 9 – NON-CONTROLLING INTERESTS](index=28&type=section&id=NOTE%209%20%E2%80%93%20NON-CONTROLLING%20INTERESTS) OneStream, Inc. consolidates OneStream Software LLC's results, with non-controlling interests representing the LLC Units owned by Continuing Members - OneStream, Inc. consolidates OneStream Software LLC, with non-controlling interests representing LLC Units held by Continuing Members[105](index=105&type=chunk) | Ownership | As of December 31, 2024 | As of March 31, 2025 | | :-------------------- | :---------------------- | :------------------- | | OneStream, Inc. | 73.4% | 73.9% | | Continuing Members | 26.6% | 26.1% | | Total | 100.0% | 100.0% | - Changes in ownership during Q1 **2025** included exchanges of Class C common stock and vesting of LLC Units[106](index=106&type=chunk) [NOTE 10 – EQUITY-BASED COMPENSATION](index=29&type=section&id=NOTE%2010%20%E2%80%93%20EQUITY-BASED%20COMPENSATION) Total equity-based compensation expense for the three months ended March 31, 2025, was **$37.9 million**, a significant increase from **$1.1 million** in the prior-year period | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Cost of Subscription | $706 | — | | Cost of Professional Services and Other | $2,037 | — | | Sales and Marketing | $13,868 | $356 | | Research and Development | $10,548 | $105 | | General and Administrative | $10,750 | $652 | | **Total Equity-Based Compensation** | **$37,909** | **$1,113** | - Unrecognized equity-based compensation expense as of March **31**, **2025**: **$73.5 million** for **2019** Plan options (**2.4 years**), **$14.2 million** for **2024** Plan options (**3.3 years**), **$129.7 million** for RSUs (**4.0 years**), **$4.7 million** for ESPP (**2.1 years**), and **$8.2 million** for DataSense awards (**1.4 years**)[108](index=108&type=chunk)[109](index=109&type=chunk)[112](index=112&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - The **2024** ESPP, adopted in July **2024** and amended in January **2025**, allows eligible employees to purchase Class A common stock at **85%** of fair market value over **24-month** offering periods[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) [NOTE 11 – NET LOSS PER SHARE](index=31&type=section&id=NOTE%2011%20%E2%80%93%20NET%20LOSS%20PER%20SHARE) Basic and diluted net loss per share for Class A and Class D common stock was **$(0.14)** for the three months ended March 31, 2025 | Metric | Three Months Ended March 31, 2025 | | :----------------------------------------------- | :-------------------------------- | | Net Loss Attributable to OneStream, Inc. (in thousands) | $(24,016) | | Weighted-Average Shares of Class A and Class D Common Stock Outstanding (in thousands) | 174,729 | | **Net Loss per Share (Basic and Diluted)** | **$(0.14)** | - Potentially dilutive securities (stock options, RSUs, ESPP purchase rights) totaling **39.8 million shares** were excluded from diluted EPS calculation as their effect was anti-dilutive[122](index=122&type=chunk)[123](index=123&type=chunk) [NOTE 12 – REVENUE RECOGNITION](index=32&type=section&id=NOTE%2012%20%E2%80%93%20REVENUE%20RECOGNITION) OneStream primarily generates revenue from subscription services (SaaS, cloud computing, PCS) recognized ratably over the contract term, and software licenses recognized at a point in time - Revenue is primarily derived from subscription services (SaaS, cloud computing, PCS) recognized ratably, and software licenses recognized at a point in time[125](index=125&type=chunk) | Geographic Region | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------ | :----------------------------------------------- | :----------------------------------------------- | | United States | $88,737 | $76,293 | | Other | $47,572 | $33,998 | | **Total Revenue** | **$136,309** | **$110,291** | - Deferred revenue increased to **$259.8 million** as of March **31**, **2025**, with **$96.7 million** recognized from the beginning of the period[129](index=129&type=chunk)[130](index=130&type=chunk) - Remaining performance obligations totaled **$1,139.8 million** as of March **31**, **2025**, with approximately **40%** expected to be recognized as revenue in the next **12 months**[131](index=131&type=chunk) [NOTE 13 – RELATED PARTY TRANSACTIONS](index=34&type=section&id=NOTE%2013%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) Prior to its acquisition, OneStream had consulting and software development service agreements with DataSense, a related party - OneStream paid **$1.1 million** to DataSense for consulting and software development services during the three months ended March **31**, **2024**, prior to its acquisition[133](index=133&type=chunk) - These payments were recorded as research and development expenses[133](index=133&type=chunk) [NOTE 14 – SUBSEQUENT EVENTS](index=34&type=section&id=NOTE%2014%20%E2%80%93%20SUBSEQUENT%20EVENTS) In May 2025, subsequent to the reporting period, OneStream acquired three partner-developed solutions—AllocateIt, DrillIt, and ToolkIt—for a cash consideration of **$3.7 million** - In May **2025**, OneStream acquired three partner-developed solutions (AllocateIt, DrillIt, and ToolkIt) for **$3.7 million** in cash[135](index=135&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on OneStream, Inc.'s financial condition and results of operations for the three months ended March 31, 2025, compared to the prior year [Overview](index=35&type=section&id=Overview) OneStream provides an AI-enabled Digital Finance Cloud platform, unifying financial and operational data for CFOs - OneStream's Digital Finance Cloud is an AI-enabled platform unifying financial and operational data for the Office of the CFO[138](index=138&type=chunk) - Software revenue (SaaS subscriptions, licenses, cloud computing, support) constituted **94%** of total revenue in Q1 **2025**, up from **92%** in Q1 **2024**[139](index=139&type=chunk) - SaaS contracts account for the majority of total revenue and over **90%** of new customers since **2023**, indicating a continued shift to a SaaS-based model[140](index=140&type=chunk) - Professional services revenue decreased to **6%** of total revenue in Q1 **2025** (from **8%** in Q1 **2024**), as the company increasingly leverages partners for these services[141](index=141&type=chunk) - The company has a strong ecosystem of over **300** go-to-market, implementation, and development partners globally, which are a significant source of lead generation and implementation support[144](index=144&type=chunk) [Factors Affecting Our Performance](index=36&type=section&id=Factors%20Affecting%20Our%20Performance) OneStream's future performance hinges on acquiring new customers (**16%** YoY growth to **1,646 customers** as of March 31, 2025), ensuring customer success and retention, expanding platform usage within existing customer bases (especially large enterprises), and growing international operations (**35%** of Q1 2025 revenue from outside the U.S.) - Customer count grew **16%** year-over-year, reaching **1,646 customers** as of March **31**, **2025**[149](index=149&type=chunk) - International revenue accounted for **35%** of total revenue in Q1 **2025**, up from **31%** in Q1 **2024**, with plans for continued global expansion[153](index=153&type=chunk) - The company is committed to investing in research and development to expand platform features, functionality, and user experience, including quantitative and generative AI-enabled solutions[154](index=154&type=chunk) - Subscription revenue represented **92%** of total revenue in Q1 **2025**, while license revenue decreased to **3%**, reflecting the ongoing shift to a SaaS-based model[155](index=155&type=chunk) [Components of Results of Operations](index=39&type=section&id=Components%20of%20Results%20of%20Operations) OneStream's revenue streams include subscription (SaaS, cloud computing, PCS), license, and professional services - Subscription revenue, including SaaS, cloud computing, and post-contract customer support (PCS), is recognized ratably over the contract term[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - License revenue from term-based and perpetual software is recognized at the point the customer can use and benefit from the software[161](index=161&type=chunk) - Professional services revenue, from implementation, consulting, and training, is recognized as services are performed, with increasing reliance on partners[162](index=162&type=chunk)[164](index=164&type=chunk) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Software Gross Profit (in thousands) | $97,311 | $78,760 | | Software Gross Margin | 76% | 77% | | Total Gross Margin | 68% | 69% | - Operating expenses (sales & marketing, R&D, G&A) are primarily personnel-related and are expected to increase due to investments in growth, headcount, and platform development[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) For Q1 2025, total revenue grew **24%** YoY to **$136.3 million**, driven by a **31%** increase in subscription revenue, while license revenue decreased **40%** due to the SaaS shift | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | YoY Change (%) | | :--------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :------------- | | Total Revenue | $136,309 | $110,291 | 24% | | Subscription Revenue | $125,100 | $95,687 | 31% | | License Revenue | $3,698 | $6,179 | (40)% | | Professional Services and Other Revenue | $7,511 | $8,425 | (11)% | | Total Cost of Revenue | $43,578 | $34,028 | 28% | | Gross Profit | $92,731 | $76,263 | 22% | | Gross Margin | 68% | 69% | (1)% | | Sales and Marketing Expenses | $67,622 | $48,309 | 40% | | Research and Development Expenses | $35,002 | $16,924 | 107% | | General and Administrative Expenses | $29,980 | $16,410 | 83% | | Loss from Operations | $(39,873) | $(5,380) | 641% | | Net Loss | $(32,651) | $(4,959) | 558% | | Net Loss Attributable to OneStream, Inc. | $(24,016) | $(4,959) | 384% | | Net Loss per Share (Basic and Diluted) | $(0.14) | N/A | N/A | - Interest income, net, increased by **$4.3 million** to **$5.9 million** in Q1 **2025** due to higher average cash and cash equivalent balances[189](index=189&type=chunk)[190](index=190&type=chunk) - Other income, net, was **$1.7 million** in Q1 **2025**, primarily from foreign currency translation gains, compared to an expense of **$0.9 million** in Q1 **2024**[191](index=191&type=chunk)[192](index=192&type=chunk) [Non-GAAP Financial Measures](index=47&type=section&id=Non-GAAP%20Financial%20Measures) OneStream uses non-GAAP operating loss and free cash flow to provide additional insights into its performance and liquidity | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Loss from Operations (GAAP) | $(39,873) | $(5,380) | | Equity-based Compensation Expense | $37,909 | $1,113 | | Employer Taxes on Employee Stock Transactions | $1,167 | — | | Amortization of Acquired Intangible Assets | $275 | — | | **Non-GAAP Operating Loss** | **$(522)** | **$(4,267)** | | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net Cash Provided by Operating Activities | $36,197 | $25,540 | | Purchases of Property and Equipment | $(380) | $(690) | | **Free Cash Flow** | **$35,817** | **$24,850** | [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) OneStream's primary liquidity sources are **$593.9 million** in cash and cash equivalents and a **$150.0 million** undrawn revolving credit facility as of March 31, 2025 - As of March **31**, **2025**, OneStream had **$593.9 million** in cash and cash equivalents and an undrawn **$150.0 million** revolving credit facility[200](index=200&type=chunk) - Deferred revenue of **$259.8 million** (with **$255.3 million** current) is a significant source of cash, expected to be recognized as revenue within **12 months**[201](index=201&type=chunk) - The Tax Receivable Agreement (TRA) requires OneStream to pay TRA Members **85%** of certain realized or deemed tax savings, which are expected to be substantial and could significantly impact liquidity[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) - TRA payments could be accelerated in certain circumstances (e.g., change of control, material breach, early termination), potentially requiring immediate, substantial cash payments that might exceed actual tax benefits[372](index=372&type=chunk)[373](index=373&type=chunk)[374](index=374&type=chunk) [Contractual Obligations and Commitments](index=51&type=section&id=Contractual%20Obligations%20and%20Commitments) As of March 31, 2025, OneStream's contractual obligations include **$21.3 million** in operating lease obligations and **$34.9 million** in purchase obligations | Obligation Type | Total (in thousands) | Less than 1 Year (in thousands) | 1 - 3 Years (in thousands) | 3 - 5 Years (in thousands) | More than 5 Years (in thousands) | | :---------------------- | :------------------- | :------------------------------ | :------------------------- | :------------------------- | :------------------------------- | | Operating lease obligations | $21,345 | $3,142 | $6,560 | $5,051 | $6,592 | | Purchase obligations | $34,897 | $26,123 | $8,667 | $107 | — | - The company has a remaining commitment of **$212.4 million** under a five-year commercial agreement for data center, cloud, and IT services, which was amended in November **2024** to increase the commitment to **$360.0 million**[215](index=215&type=chunk) [Critical Accounting Policies and Estimates](index=51&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There were no material changes to OneStream's critical accounting policies and estimates during the three months ended March 31, 2025, from those described in the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to critical accounting policies and estimates during the three months ended March **31**, **2025**[218](index=218&type=chunk) [Recent Accounting Pronouncements](index=53&type=section&id=Recent%20Accounting%20Pronouncements) Information on recently issued accounting pronouncements is referenced to Note 2, 'Significant Accounting Policies,' within the unaudited condensed consolidated financial statements - Refer to Note **2**, 'Significant Accounting Policies,' for information on recently issued accounting pronouncements[219](index=219&type=chunk) [JOBS Act Accounting Election](index=53&type=section&id=JOBS%20Act%20Accounting%20Election) OneStream is an emerging growth company under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards, allowing it to delay adoption until private company effective dates - OneStream is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act[220](index=220&type=chunk) - This election may result in financial statements not being comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates[220](index=220&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) OneStream is exposed to market risks primarily from foreign currency exchange rates and interest rates [Foreign Currency Risk](index=54&type=section&id=Foreign%20Currency%20Risk) OneStream faces foreign currency risks from revenue, cost of revenue, and operating expenses denominated in non-U.S. dollar currencies - OneStream is exposed to foreign currency risks from revenue, cost of revenue, and operating expenses denominated in various foreign currencies[223](index=223&type=chunk) - A natural hedge exists as revenue and operating expenses in each country are primarily denominated in the same currency[223](index=223&type=chunk) - The company does not currently use foreign currency hedging contracts, but will reassess as international operations grow[224](index=224&type=chunk) [Interest Rate Risk](index=54&type=section&id=Interest%20Rate%20Risk) As of March 31, 2025, OneStream held **$593.9 million** in cash and cash equivalents, primarily in money market funds and bank deposits, which carry interest rate risk - As of March **31**, **2025**, OneStream had **$593.9 million** in cash and cash equivalents, primarily in money market funds and bank deposits, subject to interest rate risk[225](index=225&type=chunk) - A hypothetical **10%** change in interest rates is not expected to have a material impact on operating results or cash flows[225](index=225&type=chunk) [Inflation Risk](index=54&type=section&id=Inflation%20Risk) OneStream does not believe inflation has materially affected its business, financial condition, or results of operations to date - Inflation has not had a material effect on OneStream's business, financial condition, or results of operations[226](index=226&type=chunk) - Future significant inflationary pressures on costs could harm the business if not offset by price increases[226](index=226&type=chunk) [Item 4. Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) OneStream's management, including the CEO and CFO, evaluated the effectiveness of its disclosure controls and procedures as of March 31, 2025, concluding they were effective at a reasonable assurance level [Evaluation of Disclosure Controls and Procedures](index=54&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of March 31, 2025, OneStream's management, with CEO and CFO participation, concluded that its disclosure controls and procedures were effective in design and operation at a reasonable assurance level - Disclosure controls and procedures were evaluated as effective at a reasonable assurance level as of March **31**, **2025**[228](index=228&type=chunk) [Changes in Internal Control over Financial Reporting](index=55&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There were no changes in OneStream's internal control over financial reporting during the three months ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting - No material changes in internal control over financial reporting during the three months ended March **31**, **2025**[229](index=229&type=chunk) [Limitations on Effectiveness of Controls and Procedures](index=55&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) The effectiveness of any system of controls and procedures, including OneStream's, is subject to inherent limitations, providing reasonable, not absolute, assurances - The effectiveness of controls and procedures is subject to inherent limitations, providing reasonable, not absolute, assurances[230](index=230&type=chunk) - Future effectiveness is subject to risks that controls may become inadequate due to changing conditions or deteriorating compliance[230](index=230&type=chunk) [Part II](index=56&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) OneStream is not currently a party to any legal proceedings that are believed to have a material adverse effect on its business, operating results, cash flows, or financial condition - OneStream is not currently involved in any legal proceedings expected to have a material adverse effect on its business[233](index=233&type=chunk) - Litigation outcomes are uncertain and can lead to defense/settlement costs and diversion of management resources[233](index=233&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) This section outlines numerous risks associated with investing in OneStream's Class A common stock, categorized into business and industry, international operations, technology and intellectual property, regulation and taxation, organizational structure, and stock ownership [Risks Related to Our Business and Industry](index=56&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) OneStream faces risks related to sustaining its rapid growth, managing operational expansion, and achieving profitability given its history of operating losses - Rapid growth may not be sustainable or indicative of future growth, impacted by customer acquisition, retention, competition, and platform development[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk) - The company has a history of operating losses and expects to continue incurring net losses due to significant investments in scaling the business, R&D, and sales & marketing[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) - Intense competition from established players (Oracle, SAP) and point product providers (Anaplan, Workday) could lead to market share loss[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk) - Business depends substantially on customer renewals and expansion of platform use; failure to do so or renewal on less favorable terms would adversely affect results[251](index=251&type=chunk) - Sales cycles can be long and unpredictable, especially for large enterprises, requiring considerable time and expense without guaranteed sales[252](index=252&type=chunk)[253](index=253&type=chunk) - Ability to successfully develop, implement, and offer AI-enabled solutions is critical, but faces risks from development challenges, competition, and evolving legal/ethical issues[274](index=274&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk)[277](index=277&type=chunk) - Reliance on a limited number of third-party data centers (Microsoft Azure) means any disruption could harm business, operations, and reputation[280](index=280&type=chunk)[281](index=281&type=chunk)[282](index=282&type=chunk) [Risks Related to our International Operations](index=79&type=section&id=Risks%20Related%20to%20our%20International%20Operations) OneStream's long-term success depends on expanding international sales, which exposes it to risks such as compliance with foreign laws, regulatory changes, currency fluctuations, and geopolitical tensions - International expansion efforts are subject to risks including foreign laws, regulatory requirements, tariffs, currency fluctuations, and geopolitical instability[299](index=299&type=chunk)[300](index=300&type=chunk) - Compliance with governmental export and import controls is crucial; non-compliance could lead to investigations, penalties, and reputational harm[303](index=303&type=chunk)[304](index=304&type=chunk) - The company is subject to anti-corruption and anti-bribery laws (e.g., FCPA); non-compliance by employees or third parties could result in criminal/civil liability and reputational damage[306](index=306&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk) - Exposure to foreign currency exchange rate fluctuations will increase with international operations, potentially impacting revenue and operating results[309](index=309&type=chunk)[310](index=310&type=chunk) [Risks Related to our Technology and Intellectual Property](index=83&type=section&id=Risks%20Related%20to%20our%20Technology%20and%20Intellectual%20Property) OneStream faces significant risks related to cybersecurity, including breaches of its own or vendor controls, which could lead to data loss, reputational damage, and substantial liabilities - Security breaches or unauthorized access to customer data or company information systems could lead to perceived insecurity, loss of customers, and significant liabilities[311](index=311&type=chunk)[312](index=312&type=chunk)[315](index=315&type=chunk)[316](index=316&type=chunk) - Failure to obtain, maintain, protect, or enforce intellectual property rights (copyright, trade secret, trademark) could impair the ability to protect proprietary technology and brand, incurring substantial costs[319](index=319&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk)[322](index=322&type=chunk)[323](index=323&type=chunk) - Assertions by third parties alleging infringement or misappropriation of their intellectual property rights could result in significant costs, redesign efforts, or costly settlements/licenses[324](index=324&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk) - Use of open-source software in the platform could lead to litigation or requirements to release proprietary software under open-source licenses[328](index=328&type=chunk) - Inability to protect the confidentiality of trade secrets could harm business and competitive position, as agreements may not be fully effective[329](index=329&type=chunk)[330](index=330&type=chunk) [Risks Related to Regulation and Taxation](index=93&type=section&id=Risks%20Related%20to%20Regulation%20and%20Taxation) OneStream is subject to rapidly evolving privacy, data protection, and cybersecurity regulations globally (e.g., CCPA, GDPR, EU AI Act, NIS2, DORA), which could limit platform adoption, increase costs, and lead to liabilities - Evolving privacy, data protection, and cybersecurity regulations (e.g., CCPA, GDPR, EU AI Act, NIS2, DORA) may limit platform use, increase costs, and lead to liabilities[336](index=336&type=chunk)[337](index=337&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk)[346](index=346&type=chunk)[347](index=347&type=chunk) - Changes in laws and regulations related to the Internet and cloud computing, including net neutrality, could diminish demand for the platform and negatively impact the business[348](index=348&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk) - Being a public company strains resources, increases compliance costs, and diverts management's attention, potentially affecting the ability to attract and retain talent[352](index=352&type=chunk)[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk) - The company may be required to collect taxes in jurisdictions where it has not historically done so, leading to substantial tax assessments and administrative burdens[358](index=358&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) - International operations are subject to adverse tax consequences from transfer pricing regulations and potential changes in tax laws, such as the OECD global minimum tax, which could increase effective tax rates[361](index=361&type=chunk)[362](index=362&type=chunk) [Risks Related to our Organizational Structure](index=101&type=section&id=Risks%20Related%20to%20our%20Organizational%20Structure) OneStream, Inc. is a holding company dependent on OneStream Software LLC for operating results, cash flows, and distributions - OneStream, Inc. is a holding company, relying entirely on OneStream Software LLC for operating results, cash flows, and distributions[363](index=363&type=chunk) - The company's ability to pay taxes and operating expenses, including substantial payments under the TRA, is limited by its structure and OneStream Software LLC's distribution capacity[364](index=364&type=chunk)[365](index=365&type=chunk) - The TRA requires payments to TRA Members (including KKR) of **85%** of certain tax savings, which are expected to be substantial and could significantly impact liquidity[366](index=366&type=chunk)[367](index=367&type=chunk)[368](index=368&type=chunk)[369](index=369&type=chunk)[370](index=370&type=chunk) - TRA payments could be accelerated in certain circumstances (e.g., change of control, material breach, early termination), potentially requiring immediate, substantial cash payments that might exceed actual tax benefits[372](index=372&type=chunk)[373](index=373&type=chunk)[374](index=374&type=chunk) - The organizational structure and TRA confer benefits to TRA Members that may not equally benefit Class A common stockholders and impose additional compliance costs[375](index=375&type=chunk)[376](index=376&type=chunk) - If tax benefits are disallowed, the company generally will not be reimbursed for prior TRA payments, potentially leading to payments in excess of actual tax savings[377](index=377&type=chunk) - The disparity between U.S. corporate and non-corporate tax rates could complicate capital structure maintenance and potentially lead to disproportionate value for Continuing Members upon LLC Unit exchange[378](index=378&type=chunk) [Risks Related to Ownership of Our Class A Common Stock](index=108&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) The concentrated voting control by holders of Class C and Class D common stock (over **95%** as of May 2, 2025), including KKR and the CEO, limits other stockholders' influence and may negatively impact the Class A common stock price - Holders of Class C and Class D common stock (including KKR and the CEO) collectively hold over **95%** of voting power, concentrating control and limiting other stockholders' influence[380](index=380&type=chunk) - KKR controls OneStream, with interests that may conflict with those of Class A common stockholders, including decisions on director elections, extraordinary transactions, and TRA payments[381](index=381&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) - The certificate of incorporation renounces OneStream's interest in certain corporate opportunities identified by KKR or its affiliates, potentially allocating attractive opportunities away from the company[385](index=385&type=chunk)[386](index=386&type=chunk) - The stock price is likely to be volatile due to various factors, including operating results, analyst expectations, competitive announcements, and macroeconomic conditions[390](index=390&type=chunk)[391](index=391&type=chunk)[392](index=392&type=chunk) - Substantial future sales of Class A common stock, or the perception thereof, could cause the market price to decline, particularly from redemptions of LLC Units or conversions of Class D common stock[393](index=393&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk)[396](index=396&type=chunk)[397](index=397&type=chunk) - OneStream does not intend to pay dividends to Class A common stockholders for the foreseeable future, except possibly to maintain its Up-C structure[400](index=400&type=chunk) - Anti-takeover provisions in governing documents could make an acquisition difficult, limit stockholder influence over management, and depress the market price of Class A common stock[407](index=407&type=chunk)[408](index=408&type=chunk)[409](index=409&type=chunk)[410](index=410&type=chunk)[411](index=411&type=chunk) - Bylaws designate Delaware state or federal courts as the exclusive forum for most disputes, and federal district courts for Securities Act claims, potentially limiting stockholders' choice of judicial forum[412](index=412&type=chunk)[413](index=413&type=chunk)[414](index=414&type=chunk)[415](index=415&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=117&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[416](index=416&type=chunk) [Item 3. Defaults Upon Senior Securities](index=117&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[417](index=417&type=chunk) [Item 4. Mine Safety Disclosures](index=117&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to OneStream, Inc - Mine Safety Disclosures are not applicable to the company[418](index=418&type=chunk) [Item 5. Other Information](index=117&type=section&id=Item%205.%20Other%20Information) During the three months ended March 31, 2025, OneStream's CFO, William Koefoed, terminated a Rule 10b5-1 trading arrangement on February 21, 2025, and adopted a new one for the sale of up to **279,916 shares** of Class A common stock - CFO William Koefoed terminated a Rule **10b5-1** trading arrangement on February **21**, **2025**, and adopted a new one for up to **279,916 Class A common shares**[419](index=419&type=chunk)[420](index=420&type=chunk) - Board member Jonathan Mariner adopted a Rule **10b5-1** trading arrangement for up to **46,411 Class A common shares** on February **28**, **2025**[421](index=421&type=chunk) - No other directors or officers adopted, modified, or terminated Rule **10b5-1** or non-Rule **10b5-1** trading arrangements during the period[422](index=422&type=chunk) [Item 6. Exhibits](index=118&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed or furnished as part of the Quarterly Report on Form 10-Q, including the Amended and Restated Certificate of Incorporation, Bylaws, Form of Class A Common Stock Certificate, Amended and Restated 2024 Employee Stock Purchase Plan, and various certifications (e.g., Section 302 and 906 Sarbanes-Oxley Act certifications) and XBRL documents - Exhibits include organizational documents (Certificate of Incorporation, Bylaws), stock certificates, equity plans (**2024** ESPP), and certifications (Section **302**, **906**)[424](index=424&type=chunk) - Certifications under Section **906** (Exhibits **32.1** and **32.2**) are not deemed filed with the SEC and are not incorporated by reference into other filings[425](index=425&type=chunk) [Signatures](index=119&type=section&id=Signatures) The Quarterly Report on Form 10-Q was duly signed on May 8, 2025, by Thomas Shea, Chief Executive Officer (Principal Executive Officer), and William Koefoed, Chief Financial Officer (Principal Financial and Accounting Officer), pursuant to the requirements of the Securities Exchange Act of 1934 - The report was signed on May **8**, **2025**, by Thomas Shea (CEO) and William Koefoed (CFO)[430](index=430&type=chunk)
OneStream, Inc.(OS) - 2025 Q1 - Quarterly Report