February 22, 20240001110611FALSE00011106112024-02-222024-02-22


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): February 22, 2024
___________________
ON24, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware001-3996594-3292599
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
50 Beale Street, 8th Floor
San Francisco,
CA94105
(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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.0001 per shareONTFThe 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 February 22, 2024, ON24, Inc. (the “Company”), issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2023. 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: February 22, 2024
ON24, Inc.

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

Exhibit 99.1
on24logo.jpg

ON24 Announces Fourth Quarter and Full Year 2023 Financial Results 

•Launched next generation ON24 Intelligent Engagement Platform and AI-Powered ACE
•Ended 2023 with Core Platform ARR of $136.2 Million; Core Platform ARR performance for Q4 sequentially close to break-even
•Q4 improvement in key metrics; Exceeded profitability targets for third quarter in a row
SAN FRANCISCO--(BUSINESS WIRE)--ON24 (NYSE: ONTF), an intelligent engagement platform for B2B sales and marketing, today announced financial results for the fourth quarter and full year ended December 31, 2023.
“In Q4, we were pleased to deliver an improvement in sequential Core Platform ARR performance, which was approximately flat sequentially, and to beat our profitability targets, achieving positive non-GAAP EPS and positive adjusted EBITDA,” said Sharat Sharan, co-founder and CEO of ON24. “We saw improvements in key metrics, including gross retention, which was the highest it has been in the last three years, and new business acquisition, which was the highest it has been in the last six quarters. We are encouraged by these signs of stability in our customer base, especially in a macroenvironment where our customers remain cautious about their marketing investments and their budgets remain under pressure. As we look ahead to 2024, I am excited to build upon the progress we made in 2023 and we will continue to focus on improving retention, while bringing the next generation of our platform and its significant AI innovations to market. In short, we will continue to control what we can control while setting the business up for our long-term goal of generating double-digit top-line growth with double-digit EBITDA margins.”
Fourth Quarter 2023 Financial Highlights
•Revenue:
◦Revenue from our Core Platform, including services, was $38.3 million.
◦Total revenue was $39.3 million.
•ARR:
◦Core Platform ARR of $136.2 million as of December 31, 2023.
◦Total ARR of $139.7 million as of December 31, 2023.
•GAAP Operating Loss was $12.2 million, compared to GAAP operating loss of $13.6 million in the fourth quarter of 2022.
•Non-GAAP Operating Income was $0.2 million, compared to non-GAAP operating loss of $3.5 million in the fourth quarter of 2022.
•GAAP Net Loss was $9.9 million, or $(0.24) per diluted share, compared to GAAP net loss of $12.1 million, or $(0.25) per diluted share in the fourth quarter of 2022.
•Non-GAAP Net Income was $2.6 million, or $0.06 per diluted share, compared to a non-GAAP net loss of $2.0 million, or $(0.04) per diluted share in the fourth quarter of 2022.
•Adjusted EBITDA was $1.4 million.
•Cash Flow: Net cash used in operating activities was $0.9 million, compared to $7.6 million used in operating activities in the fourth quarter of 2022. Free cash flow was negative $2.0 million for the quarter, compared to negative $8.9 million in the fourth quarter of 2022.
•Cash, Cash Equivalents and Marketable Securities totaled $198.7 million as of December 31, 2023.









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Full Year 2023 Financial Highlights
•Revenue:
◦Revenue from our Core Platform, including services, was $158.1 million.
◦Total revenue was $163.7 million.
•GAAP Operating Loss was $62.0 million, compared to GAAP operating loss of $59.6 million in 2022.
•Non-GAAP Operating Loss was $5.9 million, compared to non-GAAP operating loss of $18.9 million in 2022.
•GAAP Net Loss was $51.8 million, or $(1.16) per diluted share, compared to GAAP net loss of $58.2 million, or $(1.23) per diluted share in 2022.
•Non-GAAP Net Income was $4.3 million, or $0.09 per diluted share, compared to non-GAAP net loss of $17.6 million, or $(0.37) per diluted share in 2022.
•Adjusted EBITDA was negative $1.0 million.
•Cash Flow: Net cash used in operating activities was $12.2 million, compared to $20.5 million used in operating activities in 2022. Free cash flow was negative $14.4 million for the year, compared to negative $24.2 million in 2022.
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.
Full Year 2023 Customer Metrics
As of December 31, 2023:
•Multi-Year Contracts: 49% of total ARR comprises multi-year contracts
•Multi-Product Customers: 37% of customers using two or more products
Recent Business Highlights:
•Launched next generation ON24 Intelligent Engagement Platform and AI-powered ACE to thousands of customers and prospects at global launch event, ON24 Next on Jan. 24th.
•Swept TrustRadius “Best of Awards” based on customer reviews in 2023 which named ON24 a leader in platform capabilities, global support and sales and marketing results.
•Named a Leader in 2023-2024 IDC MarketScape for Virtual Events Applications recognizing strengths in AI innovation, data, integrations and actions that drive engagement and revenue.









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Financial Outlook
For the first quarter of 2024, ON24 expects:
•Core Platform Revenue, including services, to be in the range of $35.6 million to $36.6 million.
•Total revenue of $36.5 million to $37.5 million.
•Non-GAAP operating loss of $2.7 million to $1.7 million.
•Non-GAAP net loss per share of $(0.02) to Non-GAAP net income per share of $0.00 using approximately 41.2 million basic and diluted shares outstanding and 45.7 million diluted shares outstanding, respectively.
◦Restructuring charge of $0.6 million to $0.9 million, excluded from the Non-GAAP amounts above.
For the full year 2024, ON24 expects:
•Core Platform Revenue, including services, to be in the range of $139.5 million to $143.5 million.
•Total revenue of $143 million to $147 million.
•Non-GAAP operating loss of $5.5 million to $3.5 million.
•Non-GAAP net income per share of $0.02 to $0.05 per share using approximately 47.6 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 +1-201-689-8727.
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.
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.









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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) 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, income tax, 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 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 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) and non-GAAP net income (loss) 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) and non-GAAP net income (loss) 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. 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,” “convert,” “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 Intelligent Engagement Platform and AI-Powered ACE, 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, decline in our growth rate; fluctuation in our performance, our history of net losses and expected increases in our expenses; competition and technological development in our markets and any decline in demand for our solutions; our ability to expand our sales and marketing capabilities and otherwise achieve our growth; the impact of macroenvironment on our customers’ marketing investments and their budgets; 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.









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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 3 of the 5 largest global technology 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
(in thousands)
(Unaudited)
 December 31, 2023December 31, 2022
Assets
Current assets
Cash and cash equivalents
$53,209 $26,996 
Marketable securities
145,497 301,125 
Accounts receivable, net
37,939 43,757 
Deferred contract acquisition costs, current
12,428 13,136 
Prepaid expenses and other current assets
4,714 6,281 
Total current assets
253,787 391,295 
Property and equipment, net
5,371 7,212 
Operating right-of-use assets2,981 5,606 
Intangible asset, net1,305 1,979 
Deferred contract acquisition costs, non-current
15,756 17,773 
Other long-term assets
1,102 1,608 
Total assets
$280,302 $425,473 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
$1,914 $4,611 
Accrued and other current liabilities
16,907 18,465 
Deferred revenue
74,358 83,453 
Finance lease liabilities, current127 1,554 
Operating lease liabilities, current2,779 2,648 
Total current liabilities
96,085 110,731 
Operating lease liabilities, non-current2,483 5,040 
Other long-term liabilities1,517 1,741 
Total liabilities
100,085 117,512 
Stockholders’ equity
Common stock
4 5 
Additional paid-in capital
485,291 562,555 
Accumulated deficit
(305,513)(253,727)
Accumulated other comprehensive income (loss)435 (872)
Total stockholders’ equity
180,217 307,961 
Total liabilities and stockholders’ equity
$280,302 $425,473 









6


ON24, INC.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
 Three Months Ended December 31,Twelve Months Ended December 31,
 2023202220232022
Revenue:
Subscription and other platform
$35,752 $42,029 $149,882 $171,841 
Professional services
3,585 4,538 13,826 19,031 
Total revenue
39,337 46,567 163,708 190,872 
Cost of revenue:
Subscription and other platform(1)(4)
7,406 9,561 34,751 39,241 
Professional services(1)(4)
2,604 3,677 11,512 13,544 
Total cost of revenue
10,010 13,238 46,263 52,785 
Gross profit
29,327 33,329 117,445 138,087 
Operating expenses:
Sales and marketing(1)(4)
20,645 25,003 89,200 109,599 
Research and development(1)(2)(4)
9,363 11,186 41,122 44,102 
General and administrative(1)(3)(4)
11,541 10,770 49,124 43,969 
Total operating expenses
41,549 46,959 179,446 197,670 
Loss from operations
(12,222)(13,630)(62,001)(59,583)
Interest expense
13 36 93 181 
Other income, net
(2,820)(2,331)(11,303)(2,514)
Loss before provision for income taxes
(9,415)(11,335)(50,791)(57,250)
Provision for income taxes
460 795 995 958 
Net loss
(9,875)(12,130)(51,786)(58,208)
Net loss per share:
Basic and diluted
$(0.24)$(0.25)$(1.16)$(1.23)
Weighted-average shares used in computing net loss per share:
Basic and diluted
41,646,792 47,996,905 44,644,792 47,486,225 
(1)Includes stock-based compensation as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Cost of revenue
Subscription and other platform
$682 $835 $2,814 $3,375 
Professional services
126 171 545 676 
Total cost of revenue
808 1,006 3,359 4,051 
Sales and marketing
3,669 3,318 13,974 14,304 
Research and development
2,410 2,033 9,126 7,958 
General and administrative
4,839 3,078 18,558 12,230 
Total stock-based compensation expense
$11,726 $9,435 $45,017 $38,543 
(2)Research and development expense includes amortization of acquired intangible asset of $139 thousand and $558 thousand for the three and twelve months ended December 31, 2023, respectively, and $149 thousand and $434 thousand for the three and twelve months ended December 31, 2022, in connection with the Vibbio acquisition in April 2022.
(3)General and administrative expense for the three and twelve months ended December 31, 2023 includes fees related to shareholder activism of nil and $2,656 thousand, respectively.
(4)The results of operations for the three and twelve months ended December 31, 2023 includes restructuring costs, which primarily represent severance and related expense due to restructuring activities, and impairment charges on our headquarters lease, as follows:
Three Months Ended December 31, 2023Twelve months Ended December 31, 2023
Severance
 and related
 Charges		Lease
 Impairment
 Charge
Total
Severance
 and related
 Charges		Lease
Impairment
Charge		Total
Cost of revenue
Subscription and other platform$81 $— $81 $2,215$108 $2,323 
Professional services6 — 6 149119 268 
Total cost of revenue87 — 87 2,364 227 2,591 
Sales and marketing288 — 288 2,246256 2,502 
Research and development110 — 110 1,397569 1,966 
General and administrative88 — 88 391409 800 
Total restructuring costs$573 $— $573 $6,398 $1,461 $7,859 
The results of operations for the three and twelve months ended December 31, 2022 includes restructuring costs, which primarily represent severance and related expense due to restructuring activities.
Three Months Ended December 31, 2022Twelve Months Ended December 31, 2022
Severance and related charges
Cost of revenue
Subscription and other platform$— $363 
Professional services— 27 
Total cost of revenue— 390 
Sales and marketing564 1,146 
Research and development25 86 
General and administrative— 37 
Total restructuring costs$589 $1,659 









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ON24, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 Three Months Ended December 31,
Twelve Months Ended December 31,
 2023202220232022
Cash flows from operating activities:
Net loss
$(9,875)$(12,130)$(51,786)$(58,208)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
1,319 1,463 5,360 5,416 
Stock-based compensation expense
11,726 9,435 45,017 38,543 
Amortization of deferred contract acquisition cost
3,968 3,815 15,589 15,665 
Provision for allowance for doubtful accounts and billing reserves
699 715 3,059 1,918 
Non-cash lease expense
371 487 1,710 1,962 
Accretion of marketable securities(1,863)(1,125)(7,716)(1,242)
Lease impairment charge— — 1,461 — 
Other
38 56 244 159 
Change in operating assets and liabilities:
Accounts receivable
(12,753)(13,259)2,759 482 
Deferred contract acquisition cost
(4,183)(3,726)(12,864)(13,766)
Prepaid expenses and other assets
2,104 2,303 2,061 2,298 
Accounts payable
(769)1,270 (2,897)1,533 
Accrued liabilities
1,038 1,399 (1,999)30 
Deferred revenue
7,755 2,424 (9,095)(12,807)
Other liabilities
(434)(695)(3,105)(2,444)
Net cash used in operating activities
(859)(7,568)(12,202)(20,461)
Cash flows from investing activities:
Purchase of property and equipment
(1,107)(1,297)(2,183)(3,697)
Acquisition, net of cash acquired
— — — (2,495)
Purchase of marketable securities
(43,706)(86,095)(276,210)(297,405)
Proceeds from maturities of marketable securities
103,503 72,407 422,969 194,372 
Proceeds from sale of marketable securities— 20,244 17,739 20,244 
Net cash provided by (used in) investing activities
58,690 5,259 162,315 (88,981)
Cash flows from financing activities:
Proceeds from exercise of stock options
81 318 1,422 2,785 
Proceeds from issuance of common stock under ESPP462 749 1,008 1,582 
Payment of tax withholding obligations related to net share settlements on equity awards
— — — (1,756)
Payment for repurchase of common stock(15,330)(7,319)(74,569)(29,127)
Payment of cash dividend
— — (49,872)— 
Repayment of equipment loans and borrowings(49)(69)(236)(270)
Repayment of finance lease obligations
(218)(433)(1,533)(1,832)
Acquisition holdback payment
(403)— (403)— 
Net cash used in financing activities
(15,457)(6,754)(124,183)(28,618)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
35 (301)199 186 
Net increase (decrease) in cash, cash equivalents and restricted cash
42,409 (9,364)26,129 (137,874)
Cash, cash equivalents and restricted cash, beginning of period
10,889 36,533 27,169 165,043 
Cash, cash equivalents and restricted cash, end of period
$53,298 $27,169 $53,298 $27,169 










8


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

Reconciliation of gross profit and gross margin
 Three Months Ended December 31,Twelve Months Ended December 31,
 2023202220232022
GAAP gross profit
$29,327$33,329$117,445$138,087
Add:
Stock-based compensation
8081,0063,3594,051
Restructuring costs87—2,364390
Impairment charge——227—
Non-GAAP gross profit
$30,222$34,335$123,395$142,528
GAAP gross margin
75 %72 %72 %72 %
Non-GAAP gross margin
77 %74 %75 %75 %

Reconciliation of operating expenses
 Three Months Ended December 31,Twelve Months Ended December 31,
 2023202220232022
GAAP sales and marketing
$20,645 $25,003 $89,200 $109,599 
Less:
Stock-based compensation
(3,669)(3,318)(13,974)(14,304)
Restructuring costs(288)(564)(2,246)(1,146)
Impairment charge— — (256)— 
Non-GAAP sales and marketing
$16,688 $21,121 $72,724 $94,149 
GAAP research and development
$9,363 $11,186 $41,122 $44,102 
Less:
Stock-based compensation
(2,410)(2,033)(9,126)(7,958)
Restructuring costs(110)(25)(1,397)(86)
Impairment charge— — (569)— 
Amortization of acquired intangible asset(139)(149)(558)(434)
Non-GAAP research and development
$6,704 $8,979 $29,472 $35,624 
GAAP general and administrative
$11,541 $10,770 $49,124 $43,969 
Less:
Stock-based compensation
(4,839)(3,078)(18,558)(12,230)
Restructuring costs(88)— (391)(37)
Impairment charge— — (409)— 
Fees related to shareholder activism— — (2,656)— 
Non-GAAP general and administrative
$6,614 $7,692 $27,110 $31,702 









9


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

Reconciliation of net loss to non-GAAP operating income (loss)
 Three Months Ended December 31,Twelve Months Ended December 31,
 2023202220232022
Net loss
$(9,875)$(12,130)$(51,786)$(58,208)
Add:
Interest expense
13 36 93 181 
Other (income) expense, net(2,820)(2,331)(11,303)(2,514)
Provision for income taxes460 795 995 958 
Stock-based compensation
11,726 9,435 45,017 38,543 
Amortization of acquired intangible asset139 149 558 434 
Restructuring costs573 589 6,398 1,659 
Impairment charge— — 1,461 — 
Fees related to shareholder activism— — 2,656 — 
Non-GAAP operating income (loss)
$216 $(3,457)$(5,911)$(18,947)

Reconciliation of net loss to Adjusted EBITDA
 Three Months Ended December 31,Twelve Months Ended December 31,
 2023202220232022
Net loss
$(9,875)$(12,130)$(51,786)$(58,208)
Add:
Interest expense
13 36 93 181 
Other (income) expense, net(2,820)(2,331)(11,303)(2,514)
Provision for income taxes460 795 995 958 
Depreciation and amortization1,180 1,314 4,802 4,982 
Amortization of acquired intangible asset139 149 558 434 
Amortization of cloud implementation costs
38 38 149 138 
Stock-based compensation
11,726 9,435 45,017 38,543 
Restructuring costs573 589 6,398 1,659 
Impairment charge— — 1,461 — 
Fees related to shareholder activism— — 2,656 — 
Adjusted EBITDA
$1,434 $(2,105)$(960)$(13,827)

Reconciliation of net loss to non-GAAP net income (loss)
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Net loss
$(9,875)$(12,130)$(51,786)$(58,208)
Add:
Stock-based compensation
11,726 9,435 45,017 38,543 
Amortization of acquired intangible asset139 149 558 434 
Restructuring costs573 589 6,398 1,659 
Impairment charge— — 1,461 — 
Fees related to shareholder activism— — 2,656 — 
Non-GAAP net income (loss)
$2,563 $(1,957)$4,304 $(17,572)









10


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

Reconciliation of GAAP to Non-GAAP basic and diluted net income (loss) per share
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
GAAP basic and diluted net loss per share:
Net loss
$(9,875)$(12,130)$(51,786)$(58,208)
Weighted average common stock outstanding, basic and diluted
41,646,792 47,996,905 44,644,792 47,486,225 
Net loss per share, basic and diluted
$(0.24)$(0.25)$(1.16)$(1.23)
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Non-GAAP basic and diluted net income (loss) per share:
Net loss
$(9,875)$(12,130)$(51,786)$(58,208)
Add:
Stock-based compensation
11,726 9,435 45,017 38,543 
Amortization of acquired intangible asset139 149 558 434 
Restructuring costs573 589 6,398 1,659 
Impairment charge— — 1,461 — 
Fees related to shareholder activism— — 2,656 — 
Non-GAAP net income (loss)
$2,563 $(1,957)$4,304 $(17,572)
Non-GAAP weighted-average common stock outstanding
Basic
41,646,792 47,996,905 44,644,792 47,486,225 
Diluted
46,002,784 47,996,905 49,131,426 47,486,225 
Non-GAAP net income (loss) per share of common stock:
Basic
$0.06 $(0.04)$0.10 $(0.37)
Diluted
$0.06 $(0.04)$0.09 $(0.37)









11


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


Reconciliation of GAAP Cash Flow from Operating Activities to Free Cash Flow
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Net cash used in operating activities:
$(859)$(7,568)$(12,202)$(20,461)
Less: Purchases of property and equipment
(1,107)(1,297)(2,183)(3,697)
Free cash flow
$(1,966)$(8,865)$(14,385)$(24,158)









12


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

Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Core Platform
Subscription and other platform$34,907 $39,952 $145,223 $160,772 
Professional services3,377 4,223 12,876 17,029 
Total core platform revenue$38,284 $44,175 $158,099 $177,801 
Virtual Conference
Subscription and other platform$845 $2,077 $4,659 $11,069 
Professional services208 315 950 2,002 
Total virtual conference revenue$1,053 $2,392 $5,609 $13,071 
Revenue
Subscription and other platform $35,752 $42,029 $149,882 $171,841 
Professional services 3,585 4,538 13,826 19,031 
Total revenue $39,337 $46,567 $163,708 $190,872 










13


Contacts
Media Contact:
Tessa Barron
press@on24.com

Investor Contact:
Lauren Sloane, The Blueshirt Group for ON24
investorrelations@on24.com









14
v3.24.0.1
Cover
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 22, 2024
Entity Registrant Name ON24, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39965
Entity Tax Identification Number 94-3292599
Entity Address, Address Line One 50 Beale Street,
Entity Address, Address Line Two 8th Floor
Entity Address, City or Town San Francisco,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
City Area Code 415
Local Phone Number 369-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol ONTF
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001110611
Amendment Flag false
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