false000104477700010447772024-08-012024-08-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2024
________________________________________________
OneSpan Inc.
(Exact name of registrant as specified in charter)
________________________________________________
Delaware000-2438936-4169320
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1 Marina Park Drive, Unit 1410
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 766-4001
N/A
(Former name or former address, if changed since last report)
________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common SharesOSPNNASDAQ
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 (see General Instruction A.2. below):
☐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))
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   o
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.   o


ITEM 2.02 Results of Operations and Financial Condition
On August 1, 2024, OneSpan Inc. issued a press release announcing certain financial results and other information for the quarter ended June 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information reported under Item 2.02 in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits
(d)Exhibits.
Exhibit
Number		Description
99.1
104Cover Page Interactive Data File (embedded within the inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 1, 2024
OneSpan Inc.
/s/ Jorge Martell
Jorge Martell
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


Exhibit 99.1
OneSpan Reports Second Quarter 2024 Financial Results

Second Quarter Financial Results
•Second quarter revenue grew 9% year-over-year to $60.9 million
•Second quarter subscription revenue grew 29% year-over-year to $29.6 million
•Annual Recurring Revenue (ARR) increased 15% year-over-year to $165.3 million1
•Net Retention Rate (NRR) of 112%2
BOSTON, August 1, 2024 – OneSpan Inc. (NASDAQ: OSPN), the digital agreements security company, today reported financial results for the second quarter ended June 30, 2024.

“I’m extremely proud of our team, as their hard work and continued focus on operational rigor delivered a strong quarter with 9% revenue growth, 15% ARR growth, and significantly improved profitability,” stated OneSpan CEO, Victor Limongelli. “Looking ahead, we will continue to focus on driving efficient revenue growth, profitability, and cash flow as we continue to work to improve our long-term operating profile.”
Second Quarter 2024 Financial Highlights
•Total revenue was $60.9 million, an increase of 9% compared to $55.7 million for the same quarter of 2023. Digital Agreements revenue was $15.5 million, an increase of 30% year-over-year. Security Solutions revenue was $45.5 million, an increase of 4% year-over-year.
•ARR increased 15% year-over-year to $165.3 million.
•Gross profit was $40.3 million, or 66% gross margin, compared to $34.3 million, or 62% in the same period last year.
•Operating income was $7.6 million, compared to operating loss of $17.8 million in the same period last year.
•Net income was $6.6 million, or $0.17 per diluted share, compared to net loss of $17.8 million, or $(0.44) per diluted share, in the same period last year. Non-GAAP net income was $12.0 million, or $0.31 per diluted share, compared to net loss of $7.3 million, or $(0.18) per diluted share in the same period last year.3
•Adjusted EBITDA was $16.1 million, compared to $(3.8) million in the same period last year.
•Cash and cash equivalents were $63.8 million at June 30, 2024 compared to $43.0 million at December 31, 2023.

Financial Outlook
For the Full Year 2024, OneSpan expects:
•Revenue to be in the range of $238 million to $246 million.
•ARR to finish the year in the range of $166 million to $170 million, as compared to its previous guidance range of $160 million to $168 million.
•Adjusted EBITDA to be in the range of $55 million to $59 million, as compared to its previous guidance range of $51 million to $55 million.3

Conference Call Details
In conjunction with this announcement, OneSpan Inc. will host a conference call today, August 1, 2024, at 4:30 p.m. ET. During the conference call, Mr. Victor Limongelli, CEO, and Mr. Jorge Martell, CFO, will discuss OneSpan’s results for the second quarter 2024.

For investors and analysts accessing the conference call by phone, please refer to the press release dated July 9, 2024, announcing the date of OneSpan’s second quarter 2024 earnings release. It can be found on the OneSpan investor relations website at investors.onespan.com.


The conference call is also available in listen-only mode at investors.onespan.com. Shortly after the conclusion of the call, a replay of the webcast will be available on the same website for approximately one year.
____________________________________________
1ARR is calculated as the approximate annualized value of our customer recurring contracts as of the measurement date. These include subscription, term-based license, and maintenance and support contracts and exclude one-time fees. To the extent that we are negotiating a renewal with a customer within 90 days after the expiration of a recurring contract, we continue to include that revenue in ARR if we are actively in discussion with the customer for a new recurring contract or renewal and the customer has not notified us of an intention to not renew. See our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 for additional information describing how we define ARR, including how ARR differs from GAAP revenue.
2NRR is defined as the approximate year-over-year growth in ARR from the same set of customers at the end of the prior year period.
3An explanation of the use of Non-GAAP financial measures is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of each Non-GAAP financial measure to the most directly comparable GAAP financial measure has also been provided in the tables below. We are not providing a reconciliation of Adjusted EBITDA guidance to GAAP net income, the most directly comparable GAAP measure, because we are unable to predict certain items included in GAAP net income without unreasonable efforts.

About OneSpan
OneSpan provides security, identity, electronic signature (“e-signature”) and digital workflow solutions that protect and facilitate digital transactions and agreements. The Company delivers products and services that automate and secure customer-facing and revenue-generating business processes for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. Trusted by global blue-chip enterprises, including more than 60% of the world’s 100 largest banks, OneSpan processes millions of digital agreements and billions of transactions in 100+ countries annually.
For more information, go to www.onespan.com. You can also follow @OneSpan on X (Twitter) or visit us on LinkedIn and Facebook.
Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements regarding our 2024 financial guidance and our plans to continue to focus on driving efficient revenue growth, profitability and cash flow as we work to improve our long-term operating profile and our general expectations regarding our operational or financial performance in the future. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", “expect", "intend", "continue", "outlook", "may", "will", "should", "could", or "might", and other similar expressions. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could materially affect our business and financial results include, but are not limited to: our ability to execute our updated business transformation plan and cost reduction and restructuring actions in the expected timeframe and to achieve the outcomes we expect from them; unintended costs and consequences of our cost reduction and restructuring actions, including higher than anticipated restructuring charges, disruption to our operations, litigation or regulatory actions, reduced employee morale, attrition of valued employees, adverse effects on our reputation as an employer, loss of institutional know-how, slower customer service response times, and reduced ability to complete or undertake new product development projects and other business, product, technical, compliance or risk mitigation initiatives; our ability to attract new customers and retain and expand sales to existing customers; our ability to successfully develop and market new product offerings and product enhancements; changes in customer requirements; the potential effects of technological changes; the loss of one or more large customers; difficulties enhancing and maintaining our brand recognition; competition; lengthy sales cycles; challenges retaining key employees and successfully hiring and training qualified new employees; security breaches or cyber-attacks; real or perceived malfunctions or errors in our products; interruptions or delays in the performance of our products and solutions; reliance on third parties for certain products and data center services; our ability to effectively manage third party partnerships, acquisitions, divestitures, alliances, or joint ventures; economic recession, inflation, and political instability; claims that we have infringed the intellectual property rights of others; price competitive bidding; changing laws, government regulations or policies; pressures on price levels; component shortages; delays and disruption in global transportation and supply chains; impairment of goodwill or amortizable intangible assets causing a significant charge to earnings; actions of activist stockholders; and exposure to increased economic and operational uncertainties from


operating a global business, as well as other factors described in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as updated by the “Risk Factors” section of our subsequent Quarterly Reports on Form 10-Q (if any). Our filings with the Securities and Exchange Commission (the “SEC”) and other important information can be found in the Investor Relations section of our website at investors.onespan.com. We do not have any intent, and disclaim any obligation, to update the forward-looking information to reflect events that occur, circumstances that exist or changes in our expectations after the date of this press release, except as required by law.

Unless otherwise noted, references in this press release to “OneSpan”, “Company”, “we”, “our”, and “us” refer to OneSpan Inc. and its subsidiaries.


OneSpan Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Revenue
Product and license$32,438 $30,583 $70,236 $63,729 
Services and other28,486 25,150 55,531 49,611 
Total revenue60,924 55,733 125,767 113,340 
Cost of goods sold
Product and license11,247 14,038 20,953 25,326 
Services and other9,336 7,401 17,078 14,434 
Total cost of goods sold20,583 21,439 38,031 39,760 
Gross profit40,341 34,294 87,736 73,580 
Operating costs
Sales and marketing10,510 19,713 23,437 39,724 
Research and development8,341 10,090 16,600 19,553 
General and administrative11,557 15,826 21,564 32,479 
Restructuring and other related charges1,711 5,846 3,208 6,552 
Amortization of intangible assets585 583 1,180 1,166 
Total operating costs32,704 52,058 65,989 99,474 
Operating income (loss)7,637 (17,764)21,747 (25,894)
Interest income, net521 585 622 1,088 
Other income (expense), net331 29 622 (11)
Income (loss) before income taxes8,489 (17,150)22,991 (24,817)
Provision for income taxes1,936 601 2,970 1,290 
Net income (loss)$6,553 $(17,751)$20,021 $(26,107)
Net income (loss) per share
Basic$0.17 $(0.44)$0.52 $(0.65)
Diluted$0.17 $(0.44)$0.52 $(0.65)
Weighted average common shares outstanding
Basic38,52940,39938,22940,435
Diluted39,00740,39938,68040,435



OneSpan Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
June 30,December 31,
20242023
ASSETS
Current assets
Cash and cash equivalents$63,843 $43,001 
Restricted cash460 529 
Accounts receivable, net of allowances of $1,506 at June 30, 2024 and $1,536 at December 31, 202343,799 64,387 
Inventories, net12,507 15,553 
Prepaid expenses6,126 6,575 
Contract assets6,036 5,139 
Other current assets11,096 11,159 
Total current assets143,867 146,343 
Property and equipment, net20,251 18,722 
Operating lease right-of-use assets7,262 6,171 
Goodwill93,072 93,684 
Intangible assets, net of accumulated amortization8,679 10,832 
Deferred income taxes1,693 1,721 
Other assets12,039 11,718 
Total assets$286,863 $289,191 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$14,593 $17,452 
Deferred revenue55,928 69,331 
Accrued wages and payroll taxes12,386 14,335 
Short-term income taxes payable2,521 2,646 
Other accrued expenses8,124 10,684 
Deferred compensation151 382 
Total current liabilities93,703 114,830 
Long-term deferred revenue3,374 4,152 
Long-term lease liabilities7,003 6,824 
Deferred income taxes992 1,067 
Other long-term liabilities3,212 3,177 
Total liabilities108,284 130,050 
Commitments and contingencies
Stockholders' equity
Preferred stock: 500 shares authorized, none issued and outstanding at June 30, 2024 and December 31, 2023— — 
Common stock: $0.001 par value per share, 75,000 shares authorized; 41,510 and 41,243 shares issued; 37,786 and 37,519 shares outstanding at June 30, 2024 and December 31, 2023, respectively38 38 
Additional paid-in capital120,237 118,620 
Treasury stock, at cost: 3,724 shares outstanding at June 30, 2024 and December 31, 2023(47,377)(47,377)
Retained earnings118,960 98,939 
Accumulated other comprehensive loss(13,279)(11,079)
Total stockholders' equity178,579 159,141 
Total liabilities and stockholders' equity$286,863 $289,191 


OneSpan Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six Months Ended June 30,
20242023
Cash flows from operating activities:
Net income (loss)$20,021 $(26,107)
Adjustments to reconcile net income (loss) from operations to net cash used in operations:
Depreciation and amortization of intangible assets4,145 2,835 
Write-off of intangible assets804 — 
Write-off of property and equipment, net955 2,087 
Impairments of inventories, net— 1,568 
Deferred tax benefit(108)66 
Stock-based compensation3,448 8,315 
Allowance for credit losses(31)(49)
Changes in operating assets and liabilities:
Accounts receivable19,877 27,356 
Inventories, net2,621 (4,299)
Contract assets(1,666)(1,017)
Accounts payable(2,634)35 
Income taxes payable(107)(2,638)
Accrued expenses(4,046)(1,728)
Deferred compensation(231)(122)
Deferred revenue(13,662)(13,940)
Other assets and liabilities(124)1,248 
Net cash provided by (used in) operating activities29,262 (6,390)
Cash flows from investing activities:
Maturities of short-term investments— 2,330 
Additions to property and equipment(5,321)(6,491)
Additions to intangible assets(39)(14)
Cash paid for acquisition of business— (1,800)
Net cash used in investing activities(5,360)(5,975)
Cash flows from financing activities:
Contingent payment related to acquisition(200)— 
Tax payments for restricted stock issuances(1,831)(1,546)
Net cash used in financing activities(2,031)(1,546)
Effect of exchange rate changes on cash(1,098)624 
Net increase (decrease) in cash20,773 (13,287)
Cash, cash equivalents, and restricted cash, beginning of period43,530 97,374 
Cash, cash equivalents, and restricted cash, end of period$64,303 $84,087 


Operating Segments
In May 2022, we announced a three-year strategic transformation plan that began on January 1, 2023. In conjunction with the strategic transformation plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, we began reporting under the following two lines of business, which are our reportable operating segments: Digital Agreements and Security Solutions.
•Digital Agreements. Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are largely cloud-based, include OneSpan Sign e-signature, OneSpan Notary, and Identity Verification. This segment also includes costs attributable to our transaction cloud platform.
•Security Solutions. Security Solutions consists of our broad portfolio of software products, software development kits (SDKs) and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications. The software products and SDKs included in the Security Solutions segment are largely on-premises software products and include multi-factor authentication and transaction signing solutions, such as mobile application security and mobile software tokens.
Segment operating income consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing, research and development expenses, amortization expense, and restructuring and other related charges that are incurred directly by a segment. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment.



Segment and consolidated operating results (unaudited):
Three Months Ended
June 30,		Six Months Ended
June 30,
(In thousands, except percentages)2024202320242023
Digital Agreements
Revenue$15,463 $11,862 $29,876 $23,414 
Gross profit (1)
$9,741 $8,583 $19,632 $17,031 
Gross margin63 %72 %66 %73 %
Operating loss (2)$(155)$(7,121)$(420)$(13,154)
Security Solutions
Revenue$45,461 $43,871 $95,891 $89,926 
Gross profit (3)$30,600 $25,711 $68,104 $56,549 
Gross margin67 %59 %71 %63 %
Operating income (4)$20,693 $8,523 $46,571 $24,154 
Total Company:
Revenue$60,924 $55,733 $125,767 $113,340 
Gross profit$40,341 $34,294 $87,736 $73,580 
Gross margin66 %62 %70 %65 %
Statements of Operations reconciliation:
Segment operating income$20,538 $1,402 $46,151 $11,000 
Corporate operating expenses not allocated at the segment level12,901 19,166 24,404 36,894 
Operating income (loss)$7,637 $(17,764)$21,747 $(25,894)
Interest income, net521 585 622 1,088 
Other income (expense), net331 29 622 (11)
Income (loss) before income taxes$8,489 $(17,150)$22,991 $(24,817)
(1)Digital Agreements gross profit includes intangible asset write-off of $0.8 million and internal capitalized software write-off of $0.7 million for the three and six months ended June 30, 2024.
(2)Digital Agreements operating loss includes $0.6 million and $1.1 million of amortization of intangible assets expense for the three and six months ended June 30, 2024, respectively, and $0.6 million and $1.1 million of amortization of intangible assets expense for the three and six months ended June 30, 2023, respectively.
(3)Security Solutions gross profit includes $1.6 million of inventory impairments related to discontinuation of investments in our Digipass CX product for the three and six months ended June 30, 2023.
(4)Security Solutions operating income includes $1.6 million of inventory impairments and $1.4 million of capitalized software write-offs related to discontinuation of investments in our Digipass CX product for the three and six months ended June 30, 2023.


Revenue by major products and services (unaudited):
Three Months Ended June 30,
20242023
(In thousands)Digital AgreementsSecurity SolutionsDigital AgreementsSecurity Solutions
Subscription$14,785 $14,857 $10,486 $12,499 
Maintenance and support490 9,742 1,130 10,473 
Professional services and other (1)188 1,123 246 1,253 
Hardware products— 19,739 — 19,646 
Total Revenue$15,463 $45,461 $11,862 $43,871 
Six Months Ended June 30,
20242023
(In thousands)Digital AgreementsSecurity SolutionsDigital AgreementsSecurity Solutions
Subscription28,597 41,039 20,834 32,107 
Maintenance and support994 19,808 2,126 20,638 
Professional services and other (1)285 2,728 454 2,669 
Hardware products— 32,316 — 34,512 
Total Revenue$29,876 $95,891 $23,414 $89,926 
(1)Professional services and other includes perpetual software licenses revenue, which was approximately 1% of total revenue for both the three and six months ended June 30, 2024 and approximately 1% of total revenue for both the three and six months ended June 30, 2023.
Non-GAAP Financial Measures
We report financial results in accordance with GAAP. We also evaluate our performance using certain Non-GAAP financial metrics, namely Adjusted EBITDA, Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Diluted Share. Our management believes that these measures, when taken together with the corresponding GAAP financial metrics, provide useful supplemental information regarding the performance of our business, as further discussed in the descriptions of each of these Non-GAAP metrics below.
These Non-GAAP financial measures are not measures of performance under GAAP and should not be considered in isolation or as alternatives or substitutes for the most directly comparable financial measures calculated in accordance with GAAP. While we believe that these Non-GAAP financial measures are useful for the purposes described below, they have limitations associated with their use, since they exclude items that may have a material impact on our reported results and may be different from similar measures used by other companies. Additional information about the Non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures appear below.
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, long-term incentive compensation, restructuring and other related charges, and certain non-recurring items, including acquisition related costs, rebranding costs, and non-routine shareholder matters. We use Adjusted EBITDA as a simplified measure of performance for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that Adjusted EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation, amortization, long-term incentive compensation, restructuring costs, and certain other non-recurring items, we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation, amortization, long-term incentive compensation, non-routine shareholder matters), deal with the structure or financing of the business (e.g., interest, one-time strategic action costs, restructuring costs, impairment charges) or reflect the application of regulations that are outside of the control of our management team


(e.g., taxes). In addition, removing the impact of these items helps us compare our core business performance with that of our competitors.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(in thousands, unaudited)
Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2024202320242023
Net income (loss)$6,553 $(17,751)$20,021 $(26,107)
Interest income, net(521)(585)(622)(1,088)
Provision for income taxes1,936 601 2,970 1,290 
Depreciation and amortization of intangible assets (1)2,063 1,516 4,145 2,835 
Long-term incentive compensation (2)1,994 4,571 3,615 8,494 
Restructuring and other related charges (3)3,218 5,846 4,734 6,552 
Other non-recurring items (4)906 1,974 1,077 2,559 
Adjusted EBITDA$16,149 $(3,828)$35,940 $(5,465)
(1) Includes cost of sales depreciation and amortization expense directly related to delivering cloud subscription revenue of $0.9 million and $1.7 million for the three and six months ended June 30, 2024, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2023, respectively. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.
(2) Long-term incentive compensation includes stock-based compensation and cash incentive grants awarded to employees located in jurisdictions where we do not issue stock-based compensation due to tax, regulatory or similar reasons. The immaterial expense associated with these cash incentive grants was $0.1 million for both the three months ended June 30, 2024 and 2023 and $0.2 million for both the six months ended June 30, 2024 and 2023.
(3) Includes write-offs of intangible assets and property and equipment, net of $0.8 million and $1.0 million, respectively, for the three and six months ended June 30, 2024 and $0 for both the three and six months ended June 30, 2023. Costs are recorded in "Services and other cost of goods sold" and "Restructuring and other related charges," respectively, on the condensed consolidated statements of operations.
Includes immaterial restructuring and other related charges of less than $0.1 million for both the three and six months ended June 30, 2024 and $0 for both the three and six months ended June 30, 2023. These charges are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.
(4) For the three months ended June 30, 2024, other non-recurring items consist of $0.9 million of fees related to non-recurring projects.
For the three months ended June 30, 2023, other non-recurring items consist of $1.6 million of inventory impairment charges and $0.4 million of fees related to non-recurring projects.

For the six months ended June 30, 2024, other non-recurring items consist of $1.1 million of fees related to non-recurring projects.

For the six months ended June 30, 2023, other non-recurring items consist of $1.6 million of inventory impairment charges and $1.0 million of fees related to non-recurring projects and our acquisition of ProvenDB.
Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Diluted Share
We define Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Diluted Share as net income (loss) or net income (loss) per diluted share, as applicable, before the consideration of long-term incentive compensation expenses, the amortization of intangible assets, restructuring costs, and certain other non-recurring items. We use these measures to assess the impact of our performance excluding items that can significantly impact the comparison of our results between periods and the comparison to competitor results.


We exclude long-term incentive compensation expense because our long-term incentives generally reflect the use of restricted stock unit grants or cash incentive grants, including incentives directly tied to the performance of the business, while other companies may use different forms of incentives that have different cost impacts, which makes comparison difficult. We exclude amortization of intangible assets as we believe the amount of such expense in any given period may not be correlated directly to the performance of the business operations and that such expenses can vary significantly between periods as a result of new acquisitions, the full amortization of previously acquired intangible assets, or the write down of such assets due to an impairment event. However, intangible assets contribute to current and future revenue, and related amortization expense will recur in future periods until expired or written down.
We also exclude certain non-recurring items including one-time strategic action costs and non-recurring shareholder matters, as these items are unrelated to the operations of our core business. By excluding these items, we are better able to compare the operating results of our underlying core business from one reporting period to the next.
We make a tax adjustment based on the above adjustments resulting in an effective tax rate on a Non-GAAP basis, which may differ from the GAAP tax rate. We believe the effective tax rates we use in the adjustment are reasonable estimates of the overall tax rates for the Company under its global operating structure.
Reconciliation of Net Income (Loss) to Non-GAAP Net Income (Loss)
(in thousands, except per share data)
(unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net income (loss)$6,553 $(17,751)$20,021 $(26,107)
Amortization of intangible assets (1)666 704 1,381 1,327 
Long-term incentive compensation (2)1,994 4,571 3,615 8,494 
Restructuring and other related charges (3)3,218 5,846 4,734 6,552 
Other non-recurring items (4)906 1,974 1,077 2,559 
Tax impact of adjustments (5)(1,357)(2,619)(2,161)(3,786)
Non-GAAP net income (loss)$11,980 $(7,275)$28,667 $(10,961)
Non-GAAP net income (loss) per share$0.31 $(0.18)$0.74 $(0.27)
Shares39,00740,39938,680 40,435 
(1)Includes cost of sales amortization expense directly related to delivering cloud subscription revenue of $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.
(2)Long-term incentive compensation includes stock-based compensation and cash incentive grants awarded to employees located in jurisdictions where we do not issue stock-based compensation due to tax, regulatory or similar reasons. The immaterial expense associated with these cash incentive grants was $0.1 million for both the three months ended June 30, 2024 and 2023 and $0.2 million for both the six months ended June 30, 2024 and 2023.
(3)Includes write-offs of intangible assets and property and equipment, net of $0.8 million and $1.0 million, respectively, for the three and six months ended June 30, 2024 and $0 for both the three and six months ended June 30, 2023. Costs are recorded in "Services and other cost of goods sold" and "Restructuring and other related charges," respectively, on the condensed consolidated statements of operations.
Includes immaterial restructuring and other related charges of less than $0.1 million for both the three and six months ended June 30, 2024, and $0 for both the three and six months ended June 30, 2023. These charges are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.
(4)See the footnotes to the Reconciliation of Net Income (Loss) to Adjusted EBITDA for a description of the components of other non-recurring items for each period presented.
(5)The tax impact of adjustments is calculated as 20% of the adjustments in all periods.



Copyright© 2024 OneSpan North America Inc., all rights reserved. OneSpan™ is a registered or unregistered trademark of OneSpan North America Inc. or its affiliates in the U.S. and other countries.
Investor Contact:
Joe Maxa
Vice President of Investor Relations
+1-312-766-4009
joe.maxa@onespan.com

v3.24.2.u1
Cover
Aug. 01, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 01, 2024
Entity Registrant Name OneSpan Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-24389
Entity Tax Identification Number 36-4169320
Entity Address, Address Line One 1 Marina Park Drive
Entity Address, Address Line Two Unit 1410
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02210
City Area Code 312
Local Phone Number 766-4001
Title of 12(b) Security Common Shares
Trading Symbol OSPN
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001044777
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