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0001110611FALSE00011106112024-11-072024-11-07


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 7, 2024
___________________
ON24, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware 001-39965 94-3292599
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
50 Beale Street, 8th Floor
San Francisco,
CA 94105
(Address of principal executive offices) (Zip Code)
(415) 369-8000
(Registrant’s telephone number, including area code)
_______________________
Check the appropriate box below if the Form 8-K 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 Name of each exchange on which registered
Common stock, par value $0.0001 per share ONTF The New York Stock Exchange
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.  ☐



Item 2.02     Results of Operations and Financial Condition.
On November 7, 2024, ON24, Inc. (the “Company”), issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this report, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Exhibits
(d) Exhibits.
Exhibit No. Description
104
Cover Page Interactive Data File (formatted as Inline XBRL document)



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.
Date: November 7, 2024
ON24, Inc.

By: /s/ Steven Vattuone
Steven Vattuone
Chief Financial Officer

EX-99.1 2 ontf-2024q3exx991.htm EX-99.1 Document
Exhibit 99.1
on24logo.jpg

ON24 Announces Third Quarter 2024 Financial Results 

•Achieved Total Revenue of $36.3 million
•Exceeded profitability targets for 6th consecutive quarter
•Generated positive operating and free cash flow for 3rd consecutive quarter
•Stabilization of install base continued with high single digit year-over-year improvement in gross retention
•Percentage of ARR in multi-year agreements and percentage of customers using two or more products achieved another record quarter
SAN FRANCISCO--(BUSINESS WIRE)--ON24 (NYSE: ONTF), a leading intelligent engagement platform for B2B sales and marketing, today announced financial results for the third quarter ended September 30, 2024.
“Our third quarter results reflected an improved retention profile, operating expense discipline, and positive free cash flow,” said Sharat Sharan, co-founder and CEO of ON24. “Our AI-powered ACE solution has become a strong growth vector. In Q3, ACE ARR increased again as a percentage of growth ARR. We are seeing encouraging signs of customer winbacks, and our focus on mission-critical use cases in regulated industries, like life sciences, has helped in stabilizing our business. We remain focused on leveraging our strategic pillars to achieve our goal of driving sustainable growth.”
Third Quarter 2024 Financial Highlights
•Revenue:
◦Revenue from our Core Platform, including services, was $35.6 million.
◦Total revenue was $36.3 million.
•ARR:
◦Core Platform ARR of $129.7 million as of September 30, 2024.
◦Total ARR of $132.2 million as of September 30, 2024.
•GAAP Operating Loss was $13.3 million, compared to GAAP operating loss of $14.1 million in the third quarter of 2023.
•Non-GAAP Operating Loss was $0.8 million, compared to non-GAAP operating loss of $1.1 million in the third quarter of 2023.
•GAAP Net Loss was $11.4 million, or $(0.27) per diluted share, compared to GAAP net loss of $11.5 million, or $(0.26) per diluted share in the third quarter of 2023.
•Non-GAAP Net Income was $1.1 million, or $0.02 per diluted share, compared to non-GAAP net income of $1.5 million, or $0.03 per diluted share in the third quarter of 2023.
•Adjusted EBITDA was $0.2 million.
•Cash Flow: Net cash provided by operating activities was $0.3 million, compared to $2.9 million used in operating activities in the third quarter of 2023. Free cash flow was $0.1 million for the quarter, compared to $(3.2) million in the third quarter of 2023.
•Cash, Cash Equivalents and Marketable Securities totaled $188.8 million as of September 30, 2024.









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For more information regarding non-GAAP operating income (loss), non-GAAP net income (loss) and free cash flows, see the section titled “Non-GAAP Financial Measures” below. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure, see the tables at the end of this press release.
Recent Business Highlights:
•Customer winbacks with boomerang customers contributed to ON24’s return to stability.
•AI-powered ACE ARR performance reached a new high as a percentage of growth ARR.
•Ranked a Top Engagement Platform for Sales and Marketing Teams in G2 Fall 2024 Report, recognized by customers for strong market presence and overall customer support and satisfaction.
Financial Outlook
For the fourth quarter of 2024, ON24 expects:
•Core Platform Revenue, including services, to be in the range of $34.7 million to $35.7 million.
•Total revenue of $35.4 million to $36.4 million.
•Non-GAAP operating loss of $1.3 million to $0.3 million.
•Non-GAAP net income per share of $0.01 to $0.02 using approximately 45.7 million diluted shares outstanding.
◦Restructuring charge of $0.4 million to $0.7 million, excluded from the non-GAAP amounts above.
For the full year 2024, ON24 now expects:
•Core Platform Revenue, including services, to be in the range of $143.6 million to $144.6 million.
•Total revenue of $146.8 million to $147.8 million.
•Non-GAAP operating loss of $3.3 million to $2.3 million.
•Non-GAAP net income per share of $0.08 to $0.10 using approximately 45.8 million diluted shares outstanding.
Conference Call Information
ON24 will host a conference call and live webcast for analysts and investors today at 2:00 p.m. Pacific Time. Parties in the United States can access the call by dialing 877-497-9071 or 201-689-8727.
A webcast and management’s prepared remarks for today’s call will be accessible on ON24’s investor relations website at investors.on24.com. Approximately one hour after completion of the live call, an archived version of the webcast will be available on the Company’s investor relations website.









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Definitions of Certain Key Business Metrics
Core Platform: The ON24 Core Platform products include:
ON24 Elite: live, interactive webinar experience that engages prospective customers in real-time and can be made available in an on-demand format.
ON24 Breakouts: live breakout room experience that facilitates networking, collaboration and interactivity between users.
ON24 Forums: live, interactive experience that facilitates video-to-video interaction between presenters and audiences.
ON24 Go Live: live, interactive video event experience that enables presenters and attendees to engage face-to-face in real-time and can also be made available in an on-demand format.
ON24 Engagement Hub: always-on, rich multimedia content experience that prospective customers can engage anytime, anywhere.
ON24 Target: personalize and curate, rich landing page experience that engages specific segments of prospective customers to drive desired action.
ON24 AI-powered ACE: the next generation AI-powered analytics and content engine.
Annual Recurring Revenue (“ARR”): ARR is calculated as the sum of the annualized value of our subscription contracts as of the measurement date, including existing customers with expired contracts that we expect to be renewed. Our ARR amounts exclude professional services, overages from subscription customers and Legacy revenue.
Non-GAAP Financial Measures
In addition to our results determined in accordance with generally accepted accounting principles in the United States, or “GAAP”, we consider our non-GAAP operating income (loss), non-GAAP net income (loss), Adjusted EBITDA, and free cash flow in evaluating our operating performance. We define non-GAAP operating income (loss) as net income (loss) excluding, interest expense, other (income) expense, net, provision for income taxes, stock-based compensation, amortization of acquired intangible assets, shareholder activism related costs, restructuring costs, impairment charges for underutilized real estate, and certain other costs. We define non-GAAP net income (loss) as net income (loss) excluding stock-based compensation, amortization of acquired intangible assets, shareholder activism related costs, restructuring costs, charges for underutilized real estate, and certain other costs. We define Adjusted EBITDA as net income (loss) excluding interest expense, other (income) expense, net, provision for income taxes, depreciation and amortization, amortization of acquired intangible assets, amortization of cloud implementation costs, stock-based compensation, restructuring costs, impairment charges for underutilized real estate, and shareholder activism related costs. We define free cash flow as net cash provided by (used in) operating activities, less purchases of property and equipment.
We use non-GAAP operating income (loss), non-GAAP net income (loss), and Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes, and we use free cash flow to measure and evaluate cash generated through normal business operations. We believe non-GAAP operating income (loss), non-GAAP net income (loss), and Adjusted EBITDA may be helpful to investors because they provide consistency and comparability with past financial performance. We believe free cash flow may be helpful to investors because it reflects that some purchases of property and equipment are necessary to support ongoing operations, while providing a measure of cash available to acquire customers, expand within existing customers and otherwise pursue our business strategies.
However, these non-GAAP financial measures are each presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Non-GAAP financial measures have no standardized meanings prescribed by GAAP and are not prepared under a comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.
We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty to predict certain items excluded from these non-GAAP financial measures; in particular, the effects of stock-based compensation expense, and restructuring and transaction expenses.









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We expect the variability of these excluded items may have a significant, and potentially unpredictable, impact on our future GAAP financial results.
Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measure are included in the tables at the end of this press release.
Forward-Looking Statements
This document contains “forward-looking statements” under applicable securities laws. Such statements can be identified by words such as: “outlook,” “expect,” “target,” “believe,” “plan,” “future,” “may,” “should,” “will,” and similar references to future periods. Forward-looking statements include express or implied statements regarding our expected financial and operating results, the execution of our capital return program, the size of our market opportunity, the success of our new products and capabilities, including our new AI-powered Analytics and Content Engine, and other statements regarding our ability to achieve our business strategies, growth, or other future events or conditions. Such statements are based on our current beliefs, expectations, and assumptions about future events or conditions, which are subject to inherent risks and uncertainties, including our ability to attract new customers and expand sales to existing customers; declines in our growth rate; fluctuation in our performance; our history of net losses; competition; technological development in our markets; decline in demand for our solutions; our ability to expand our sales and marketing capabilities and otherwise achieve our growth; the impact of the resumption of in-person marketing activities on our customer growth rate; disruptions or other issues with our technology or third-party services; compliance with data privacy, import and export controls, customs, sanctions and other laws and regulations; intellectual property matters; and matters relating to our common stock, along with the other risks and uncertainties discussed in the filings we make from time to time with the Securities and Exchange Commission. Actual results may differ materially from those indicated in forward-looking statements, and you should not place undue reliance on them. All statements herein are based only on information currently available to us and speak only as of the date hereof. Except as required by law, we undertake no obligation to update any such statement.
About ON24
ON24 is on a mission to help businesses bring their go-to-market strategy into the AI era and drive cost-effective revenue growth. Through its leading intelligent engagement platform, ON24 enables customers to combine best-in-class experiences with personalization and content, to capture and act on connected insights at scale.
ON24 provides industry-leading companies, including 4 of the 5 largest global software companies, 3 of the 5 top global asset management firms, 3 of the 5 largest global healthcare companies and 3 of the 5 largest global industrial companies, with a valuable source of first-party data to drive sales and marketing innovation, improve efficiency and increase business results. Headquartered in San Francisco, ON24 has offices globally in North America, EMEA and APAC. For more information, visit www.ON24.com.

© 2024 ON24, Inc. All rights reserved. ON24 and the ON24 logo are trademarks owned by ON24, Inc., and are registered in the United States Patent and Trademark Office and in other countries.









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ON24, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
  September 30, 2024 December 31, 2023
Assets
Current assets
Cash and cash equivalents
$ 11,017  $ 53,209 
Marketable securities
177,829  145,497 
Accounts receivable, net
23,750  37,939 
Deferred contract acquisition costs, current
11,312  12,428 
Prepaid expenses and other current assets
6,742  4,714 
Total current assets
230,650  253,787 
Property and equipment, net
4,400  5,371 
Operating right-of-use assets 1,900  2,981 
Intangible asset, net 853  1,305 
Deferred contract acquisition costs, non-current
12,433  15,756 
Other long-term assets
695  1,102 
Total assets
$ 250,931  $ 280,302 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
$ 2,687  $ 1,914 
Accrued and other current liabilities
14,781  16,907 
Deferred revenue
63,631  74,358 
Finance lease liabilities, current —  127 
Operating lease liabilities, current 2,926  2,779 
Total current liabilities
84,025  96,085 
Operating lease liabilities, non-current 440  2,483 
Other long-term liabilities 1,583  1,517 
Total liabilities
86,048  100,085 
Stockholders’ equity
Common stock
Additional paid-in capital
502,813  485,291 
Accumulated deficit
(338,797) (305,513)
Accumulated other comprehensive income (loss) 863  435 
Total stockholders’ equity
164,883  180,217 
Total liabilities and stockholders’ equity
$ 250,931  $ 280,302 









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ON24, INC.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)

  Three Months Ended September 30, Nine Months Ended September 30,
  2024 2023
2024
2023
Revenue:
Subscription and other platform
$ 33,860  $ 36,430  $ 102,836  $ 114,130 
Professional services
2,465  2,792  8,565  10,241 
Total revenue
36,325  39,222  111,401  124,371 
Cost of revenue:
Subscription and other platform(1)(4)
7,136  8,390  21,514  27,345 
Professional services(1)(4)
2,202  2,457  7,144  8,908 
Total cost of revenue
9,338  10,847  28,658  36,253 
Gross profit
26,987  28,375  82,743  88,118 
Operating expenses:
Sales and marketing(1)(4)
19,498  21,510  59,029  68,555 
Research and development(1)(2)(4)
9,180  9,730  27,370  31,759 
General and administrative(1)(3)(4)
11,654  11,200  35,222  37,583 
Total operating expenses
40,332  42,440  121,621  137,897 
Loss from operations
(13,345) (14,065) (38,878) (49,779)
Interest expense
18  27  80 
Other income, net
(2,128) (2,718) (6,710) (8,483)
Loss before provision for income taxes
(11,223) (11,365) (32,195) (41,376)
Provision for income taxes
183  109  1,089  535 
Net loss
(11,406) (11,474) (33,284) (41,911)
Net loss per share:
Basic and diluted
$ (0.27) $ (0.26) $ (0.80) $ (0.92)
Weighted-average shares used in computing net loss per share:
Basic and diluted
41,870,709  43,832,475  41,725,990  45,655,106 
(1)Includes stock-based compensation as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Cost of revenue
Subscription and other platform
$ 692  $ 638  $ 2,047  $ 2,132 
Professional services
119  123  369  419 
Total cost of revenue
811  761  2,416  2,551 
Sales and marketing
3,253  3,693  9,649  10,305 
Research and development
2,322  2,332  6,696  6,716 
General and administrative
5,490  4,779  15,528  13,719 
Total stock-based compensation expense
$ 11,876  $ 11,565  $ 34,289  $ 33,291 
(2)Research and development expense includes amortization of acquired intangible asset of $140 thousand and $416 thousand for the three and nine months ended September 30, 2024, respectively, and $142 thousand and $419 thousand for the three and nine months ended September 30, 2023, respectively, in connection with the Vibbio acquisition in April 2022.
(3)General and administrative expense includes professional advisory expenses associated with activism defense and related costs of nil and $2,656 thousand for the three and nine months ended September 30, 2023, respectively. We did not incur such costs in the three and nine months ended September 30, 2024.
(4)The results of operations for the three and nine months ended September 30, 2024 and 2023 includes restructuring costs, which primarily represent severance and related expense due to restructuring activities, and impairment charge on our headquarters’ lease, as follows:
Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Severance
 and related
 Charges
Lease
 Impairment
 Charge
Total
Severance
 and related
 Charges
Lease
 Impairment
 Charge
Total
Cost of revenue
Subscription and other platform $ 137  $ —  $ 137  $ 350  $ —  $ 350 
Professional services —  20  —  20 
Total cost of revenue 144  —  144  370  —  370 
Sales and marketing 342  —  342  1,347  —  1,347 
Research and development —  —  —  112  —  112 
General and administrative —  —  —  339  —  339 
Total restructuring costs $ 486  $ —  $ 486  $ 2,168  $ —  $ 2,168 
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
Severance
 and related
 Charges
Lease
 Impairment
 Charge
Total
Severance
 and related
 Charges
Lease
 Impairment
 Charge
Total
Cost of revenue
Subscription and other platform $ 629  $ 19  $ 648  $ 2,134  $ 108  $ 2,242 
Professional services 39  18  57  143  119  262 
Total cost of revenue 668  37  705  2,277  227  2,504 
Sales and marketing 150  48  198  1,958  256  2,214 
Research and development 174  97  271  1,287  569  1,856 
General and administrative 21  70  91  303  409  712 
Total restructuring costs $ 1,013  $ 252  $ 1,265  $ 5,825  $ 1,461  $ 7,286 











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ON24, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
  Three Months Ended September 30,
Nine Months Ended September 30,
  2024 2023 2024 2023
Cash flows from operating activities:
Net loss
$ (11,406) $ (11,474) $ (33,284) $ (41,911)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
1,181  1,249  3,635  4,041 
Stock-based compensation expense
11,876  11,565  34,289  33,291 
Amortization of deferred contract acquisition cost
3,638  3,777  11,233  11,621 
Provision for allowance for doubtful accounts and billing reserves
335  661  1,536  2,360 
Non-cash lease expense
398  398  1,177  1,339 
Accretion of marketable securities (1,352) (2,142) (4,287) (5,853)
Lease impairment charge —  252  —  1,461 
Other
30  50  100  206 
Change in operating assets and liabilities:
Accounts receivable
(60) 4,768  12,653  15,512 
Deferred contract acquisition cost
(2,060) (2,418) (6,794) (8,681)
Prepaid expenses and other assets
(196) 805  (1,939) (43)
Accounts payable
323  (1,657) 667  (2,128)
Accrued liabilities
239  (290) (2,649) (3,037)
Deferred revenue
(2,376) (7,856) (10,727) (16,850)
Other liabilities
(275) (548) (1,789) (2,671)
Net cash provided by (used in) operating activities
295  (2,860) 3,821  (11,343)
Cash flows from investing activities:
Purchase of property and equipment
(152) (344) (1,680) (1,076)
Purchase of marketable securities
(26,504) (36,679) (152,925) (232,504)
Proceeds from maturities of marketable securities
22,900  42,996  114,548  319,466 
Proceeds from sale of marketable securities 6,196  8,418  10,556  17,739 
Net cash provided by (used in) investing activities
2,440  14,391  (29,501) 103,625 
Cash flows from financing activities:
Proceeds from exercise of stock options
690  457  1,684  1,341 
Proceeds from issuance of common stock under ESPP —  —  367  546 
Payment for repurchase of common stock (8,327) (25,933) (18,603) (59,239)
Payment of cash dividend
—  —  —  (49,872)
Repayment of equipment loans —  (56) (72) (187)
Repayment of finance lease obligations
—  (373) (127) (1,315)
Net cash used in financing activities
(7,637) (25,905) (16,751) (108,726)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
438  (65) 241  164 
Net decrease in cash, cash equivalents and restricted cash
(4,464) (14,439) (42,190) (16,280)
Cash, cash equivalents and restricted cash, beginning of period
15,572  25,328  53,298  27,169 
Cash, cash equivalents and restricted cash, end of period
$ 11,108  $ 10,889  $ 11,108  $ 10,889 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents
$ 11,017  $ 10,804  $ 11,017  $ 10,804 
Restricted cash included in other assets, non-current
91  85  91  85 
Total cash, cash equivalent and restricted cash
$ 11,108  $ 10,889  $ 11,108  $ 10,889 









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ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands, except share and per share data)


Reconciliation of gross profit and gross margin
  Three Months Ended September 30, Nine Months Ended September 30,
  2024 2023 2024 2023
GAAP gross profit
$ 26,987 $ 28,375 $ 82,743 $ 88,118
Add:
Stock-based compensation
811 761 2,416 2,551
Restructuring costs 144 668 370 2,277
Impairment charge 37 227
Non-GAAP gross profit
$ 27,942 $ 29,841 $ 85,529 $ 93,173
GAAP gross margin
74  % 72  % 74  % 71  %
Non-GAAP gross margin
77  % 76  % 77  % 75  %

Reconciliation of operating expenses
  Three Months Ended September 30, Nine Months Ended September 30,
  2024 2023 2024 2023
GAAP sales and marketing
$ 19,498  $ 21,510  $ 59,029  $ 68,555 
Less:
Stock-based compensation
(3,253) (3,693) (9,649) (10,305)
Restructuring costs (342) (150) (1,347) (1,958)
Impairment charge —  (48) —  (256)
Non-GAAP sales and marketing
$ 15,903  $ 17,619  $ 48,033  $ 56,036 
GAAP research and development
$ 9,180  $ 9,730  $ 27,370  $ 31,759 
Less:
Stock-based compensation
(2,322) (2,332) (6,696) (6,716)
Restructuring costs —  (174) (112) (1,287)
Impairment charge —  (97) —  (569)
Amortization of acquired intangible asset (140) (142) (416) (419)
Non-GAAP research and development
$ 6,718  $ 6,985  $ 20,146  $ 22,768 
GAAP general and administrative
$ 11,654  $ 11,200  $ 35,222  $ 37,583 
Less:
Stock-based compensation
(5,490) (4,779) (15,528) (13,719)
Restructuring costs —  (21) (339) (303)
Impairment charge —  (70) —  (409)
Fees related to shareholder activism —  —  —  (2,656)
Non-GAAP general and administrative
$ 6,164  $ 6,330  $ 19,355  $ 20,496 









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ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands, except share and per share data)


Reconciliation of net loss to non-GAAP operating loss
  Three Months Ended September 30, Nine Months Ended September 30,
  2024 2023 2024 2023
Net loss
$ (11,406) $ (11,474) $ (33,284) $ (41,911)
Add:
Interest expense
18  27  80 
Other income, net (2,128) (2,718) (6,710) (8,483)
Provision for income taxes 183  109  1,089  535 
Stock-based compensation
11,876  11,565  34,289  33,291 
Amortization of acquired intangible asset 140  142  416  419 
Restructuring costs 486  1,013  2,168  5,825 
Impairment charge —  252  —  1,461 
Fees related to shareholder activism —  —  —  2,656 
Non-GAAP operating loss
$ (843) $ (1,093) $ (2,005) $ (6,127)

Reconciliation of net loss to Adjusted EBITDA
  Three Months Ended September 30, Nine Months Ended September 30,
  2024 2023 2024 2023
Net loss
$ (11,406) $ (11,474) $ (33,284) $ (41,911)
Add:
Interest expense
18  27  80 
Other income, net (2,128) (2,718) (6,710) (8,483)
Provision for income taxes 183  109  1,089  535 
Depreciation and amortization 1,041  1,107  3,219  3,622 
Amortization of acquired intangible asset 140  142  416  419 
Amortization of cloud implementation costs
30  37  101  111 
Stock-based compensation
11,876  11,565  34,289  33,291 
Restructuring costs 486  1,013  2,168  5,825 
Impairment charge —  252  —  1,461 
Fees related to shareholder activism —  —  —  2,656 
Adjusted EBITDA
$ 228  $ 51  $ 1,315  $ (2,394)

Reconciliation of net loss to non-GAAP net income
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Net loss
$ (11,406) $ (11,474) $ (33,284) $ (41,911)
Add:
Stock-based compensation
11,876  11,565  34,289  33,291 
Amortization of acquired intangible asset 140  142  416  419 
Restructuring costs 486  1,013  2,168  5,825 
Impairment charge —  252  —  1,461 
Fees related to shareholder activism —  —  —  2,656 
Non-GAAP net income
$ 1,096  $ 1,498  $ 3,589  $ 1,741 









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ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands, except share and per share data)


Reconciliation of GAAP to Non-GAAP basic and diluted net income (loss) per share
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
GAAP basic and diluted net loss per share:
Net loss
$ (11,406) $ (11,474) $ (33,284) $ (41,911)
Weighted average common stock outstanding, basic and diluted
41,870,709  43,832,475  41,725,990  45,655,106 
Net loss per share, basic and diluted
$ (0.27) $ (0.26) $ (0.80) $ (0.92)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Non-GAAP basic and diluted net income per share:
Net loss
$ (11,406) $ (11,474) $ (33,284) $ (41,911)
Add:
Stock-based compensation
11,876  11,565  34,289  33,291 
Amortization of acquired intangible asset 140  142  416  419 
Restructuring costs 486  1,013  2,168  5,825 
Impairment charge —  252  —  1,461 
Fees related to shareholder activism —  —  —  2,656 
Non-GAAP net income
$ 1,096  $ 1,498  $ 3,589  $ 1,741 
Non-GAAP weighted-average common stock outstanding
Basic
41,870,709  43,832,475  41,725,990  45,655,106 
Diluted
45,582,143  48,314,373  45,670,383  50,175,084 
Non-GAAP net income per share of common stock:
Basic
$ 0.03  $ 0.03  $ 0.09  $ 0.04 
Diluted
$ 0.02  $ 0.03  $ 0.08  $ 0.03 









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ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands)


Reconciliation of GAAP Cash Flow from Operating Activities to Free Cash Flow
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Net cash provided by (used in) operating activities:
$ 295  $ (2,860) $ 3,821  $ (11,343)
Less: Purchases of property and equipment
(152) (344) (1,680) (1,076)
Free cash flow
$ 143  $ (3,204) $ 2,141  $ (12,419)









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ON24, INC.
Revenue
(in thousands)
(Unaudited)


Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Core Platform
Subscription and other platform $ 33,272  $ 35,505  $ 100,811  $ 110,316 
Professional services 2,336  2,644  8,097  9,499 
Total core platform revenue $ 35,608  $ 38,149  $ 108,908  $ 119,815 
Virtual Conference
Subscription and other platform $ 588  $ 925  $ 2,025  $ 3,814 
Professional services 129  148  468  742 
Total virtual conference revenue $ 717  $ 1,073  $ 2,493  $ 4,556 
Revenue
Subscription and other platform $ 33,860  $ 36,430  $ 102,836  $ 114,130 
Professional services 2,465  2,792  8,565  10,241 
Total revenue $ 36,325  $ 39,222  $ 111,401  $ 124,371 










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Contacts
Media Contact:
Gabriella Kose
press@on24.com

Investor Contact:
Irmina Blaszczyk, The Blueshirt Group for ON24
investorrelations@on24.com









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