0001110611FALSE00011106112024-08-062024-08-06


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 6, 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 August 6, 2024, ON24, Inc. (the “Company”), issued a press release announcing its financial results for the second quarter ended June 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: August 6, 2024
ON24, Inc.

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

Exhibit 99.1
on24logoa.jpg

ON24 Announces Second Quarter 2024 Financial Results 

•Achieved Total Revenue of $37.3 million
•Exceeded profitability targets for 5th consecutive quarter
•Generated positive free cash flow for 2nd consecutive quarter
•Drove sequential improvement in gross retention
•Experienced growth ARR uplift from momentum of early adopters of the ON24 next gen platform and AI-powered offerings
SAN FRANCISCO--(BUSINESS WIRE)--ON24 (NYSE: ONTF), an intelligent engagement platform for B2B sales and marketing, today announced financial results for the second quarter ended June 30, 2024.
“I am pleased with our Q2 results, as we exceeded guidance on the top and bottom line and delivered positive free cash flow. I am encouraged by another quarter of improvement in gross retention, which is trending much better than the average rates we have seen for each of the past three years, said Sharat Sharan, co-founder and CEO of ON24. “Continued momentum of our next generation platform drove our AI-powered ACE ARR to the high teens as a percentage of growth ARR. We remain focused on driving profitable growth and establishing ourselves as the AI platform for intelligent digital engagement.”
Second Quarter 2024 Financial Highlights
•Revenue:
◦Revenue from our Core Platform, including services, was $36.5 million.
◦Total revenue was $37.3 million.
•ARR:
◦Core Platform ARR of $131.0 million as of June 30, 2024.
◦Total ARR of $133.7 million as of June 30, 2024.
•GAAP Operating Loss was $13.1 million, compared to GAAP operating loss of $15.8 million in the second quarter of 2023.
•Non-GAAP Operating Loss was $0.3 million, compared to non-GAAP operating loss of $0.9 million in the second quarter of 2023.
•GAAP Net Loss was $11.2 million, or $(0.27) per diluted share, compared to GAAP net loss of $12.8 million, or $(0.28) per diluted share in the second quarter of 2023.
•Non-GAAP Net Income was $1.5 million, or $0.03 per diluted share, compared to non-GAAP net income of $2.1 million, or $0.04 per diluted share in the second quarter of 2023.
•Adjusted EBITDA was $0.8 million.
•Cash Flow: Net cash provided by operating activities was $1.4 million, compared to $4.3 million used in operating activities in the second quarter of 2023. Free cash flow was $0.9 million for the quarter, compared to $(4.9) million in the second quarter of 2023.
•Cash, Cash Equivalents and Marketable Securities totaled $193.8 million as of June 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:
•Drove sequential and YoY Core ARR growth in Q2 in life sciences and financial services verticals.
•Thousands of ON24 customers and prospects gathered for annual virtual user conference, The ON24 Experience, on June 11 – 14, where industry-leading enterprises, including Autodesk, Guardian, SAP and UCB, were named winners of the 2024 ON24 Digital Engagement Excellence Awards for delivering exceptional customer experiences and significant revenue impact.
Financial Outlook
For the third quarter of 2024, ON24 expects:
•Core Platform Revenue, including services, to be in the range of $34.2 million to $35.2 million.
•Total revenue of $35.0 million to $36.0 million.
•Non-GAAP operating loss of $2.3 million to $1.3 million.
•Non-GAAP net loss per share of $(0.01) to non-GAAP net income per share of $0.01 using approximately 42.0 million basic and diluted shares outstanding and 46.0 million diluted shares outstanding, respectively.
◦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 $141.7 million to $144.5 million.
•Total revenue of $145.0 million to $147.8 million.
•Non-GAAP operating loss of $4.5 million to $3.0 million.
•Non-GAAP net income per share of $0.05 to $0.08 per share using approximately 45.5 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









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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,” “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, 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 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 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 (Unaudited)
(in thousands)
 June 30, 2024December 31, 2023
Assets
Current assets
Cash and cash equivalents
$15,485 $53,209 
Marketable securities
178,317 145,497 
Accounts receivable, net
24,025 37,939 
Deferred contract acquisition costs, current
11,932 12,428 
Prepaid expenses and other current assets
6,246 4,714 
Total current assets
236,005 253,787 
Property and equipment, net
5,344 5,371 
Operating right-of-use assets2,269 2,981 
Intangible asset, net984 1,305 
Deferred contract acquisition costs, non-current
13,391 15,756 
Other long-term assets
1,019 1,102 
Total assets
$259,012 $280,302 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
$2,014 $1,914 
Accrued and other current liabilities
14,627 16,907 
Deferred revenue
66,007 74,358 
Finance lease liabilities, current— 127 
Operating lease liabilities, current2,856 2,779 
Total current liabilities
85,504 96,085 
Operating lease liabilities, non-current1,101 2,483 
Other long-term liabilities1,560 1,517 
Total liabilities
88,165 100,085 
Stockholders’ equity
Common stock
4 4 
Additional paid-in capital
498,574 485,291 
Accumulated deficit
(327,391)(305,513)
Accumulated other comprehensive income (loss)(340)435 
Total stockholders’ equity
170,847 180,217 
Total liabilities and stockholders’ equity
$259,012 $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 June 30,Six Months Ended June 30,
 20242023
2024
2023
Revenue:
Subscription and other platform
$34,147 $38,336 $68,976 $77,700 
Professional services
3,202 3,750 6,100 7,449 
Total revenue
37,349 42,086 75,076 85,149 
Cost of revenue:
Subscription and other platform(1)(4)
7,032 9,066 14,378 18,955 
Professional services(1)(4)
2,506 3,134 4,942 6,451 
Total cost of revenue
9,538 12,200 19,320 25,406 
Gross profit
27,811 29,886 55,756 59,743 
Operating expenses:
Sales and marketing(1)(4)
19,457 22,628 39,531 47,045 
Research and development(1)(2)(4)
9,081 10,930 18,190 22,029 
General and administrative(1)(3)(4)
12,332 12,105 23,568 26,383 
Total operating expenses
40,870 45,663 81,289 95,457 
Loss from operations
(13,059)(15,777)(25,533)(35,714)
Interest expense
10 33 21 62 
Other income, net
(2,305)(3,193)(4,582)(5,765)
Loss before provision for income taxes
(10,764)(12,617)(20,972)(30,011)
Provision for income taxes
411 230 906 426 
Net loss
(11,175)(12,847)(21,878)(30,437)
Net loss per share:
Basic and diluted
$(0.27)$(0.28)$(0.53)$(0.65)
Weighted-average shares used in computing net loss per share:
Basic and diluted
41,991,996 45,866,022 41,652,834 46,581,527 
(1)Includes stock-based compensation as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Cost of revenue
Subscription and other platform
$687 $709 $1,355 $1,494 
Professional services
129 144 250 296 
Total cost of revenue
816 853 1,605 1,790 
Sales and marketing
3,338 3,555 6,396 6,612 
Research and development
2,246 2,363 4,374 4,384 
General and administrative
5,676 4,834 10,038 8,940 
Total stock-based compensation expense
$12,076 $11,605 $22,413 $21,726 
(2)Research and development expense includes amortization of acquired intangible asset of $138 thousand and $276 thousand for the three and six months ended June 30, 2024, respectively, and $135 thousand and $277 thousand for the three and six months ended June 30, 2023, respectively, in connection with the Vibbio acquisition in April 2022.
(3)General and administrative expense includes fees related to shareholder activism of $210 thousand and $2,656 thousand for the three and six months ended June 30, 2023, respectively. We did not incur such fees in the three and six months ended June 30, 2024.
(4)The results of operations for the three and six months ended June 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 June 30, 2024Six Months Ended June 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$21 $— $21 $213 $— $213 
Professional services1 — 1 13 — 13 
Total cost of revenue22 — 22 226 — 226 
Sales and marketing330 — 330 1,005 — 1,005 
Research and development— — — 112 — 112 
General and administrative149 — 149 339 — 339 
Total restructuring costs$501 $— $501 $1,682 $— $1,682 
Three Months Ended June 30, 2023Six Months Ended June 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$720 $89 $809 $1,505 $89 $1,594 
Professional services50 101 151 104 101 205 
Total cost of revenue770 190 960 1,609 190 1,799 
Sales and marketing597 208 805 1,808 208 2,016 
Research and development340 472 812 1,113 472 1,585 
General and administrative52 339 391 282 339 621 
Total restructuring costs$1,759 $1,209 $2,968 $4,812 $1,209 $6,021 











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ON24, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Three Months Ended June 30,
Six Months Ended June 30,
 2024202320242023
Cash flows from operating activities:
Net loss
$(11,175)$(12,847)$(21,878)$(30,437)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
1,221 1,375 2,454 2,792 
Stock-based compensation expense
12,076 11,605 22,413 21,726 
Amortization of deferred contract acquisition cost
3,752 3,951 7,595 7,844 
Provision for allowance for doubtful accounts and billing reserves
576 798 1,201 1,699 
Non-cash lease expense
388 444 779 941 
Accretion of marketable securities(1,428)(1,885)(2,935)(3,711)
Lease impairment charge— 1,209 — 1,209 
Other
35 28 70 156 
Change in operating assets and liabilities:
Accounts receivable
3,922 1,339 12,713 10,744 
Deferred contract acquisition cost
(2,305)(2,717)(4,734)(6,263)
Prepaid expenses and other assets
635 1,221 (1,743)(848)
Accounts payable
478 882 344 (471)
Accrued liabilities
1,014 (1,658)(2,888)(2,747)
Deferred revenue
(7,110)(6,707)(8,351)(8,994)
Other liabilities
(691)(1,354)(1,514)(2,123)
Net cash provided by (used in) operating activities
1,388 (4,316)3,526 (8,483)
Cash flows from investing activities:
Purchase of property and equipment
(490)(554)(1,528)(732)
Purchase of marketable securities
(52,328)(76,234)(126,421)(195,825)
Proceeds from maturities of marketable securities
53,127 77,260 91,648 276,470 
Proceeds from sale of marketable securities— — 4,360 9,321 
Net cash provided by (used in) investing activities
309 472 (31,941)89,234 
Cash flows from financing activities:
Proceeds from exercise of stock options
241 629 994 884 
Proceeds from issuance of common stock under ESPP367 546 367 546 
Payment for repurchase of common stock(5,006)(22,586)(10,276)(33,306)
Payment of cash dividend
— (49,872)— (49,872)
Repayment of equipment loans(36)(60)(72)(131)
Repayment of finance lease obligations
(44)(531)(127)(942)
Net cash used in financing activities
(4,478)(71,874)(9,114)(82,821)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(24)99 (197)229 
Net decrease in cash, cash equivalents and restricted cash
(2,805)(75,619)(37,726)(1,841)
Cash, cash equivalents and restricted cash, beginning of period
18,377 100,947 53,298 27,169 
Cash, cash equivalents and restricted cash, end of period
$15,572 $25,328 $15,572 $25,328 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents
$15,485 $25,158 $15,485 $25,158 
Restricted cash included in other assets, non-current
87 170 87 170 
Total cash, cash equivalent and restricted cash
$15,572 $25,328 $15,572 $25,328 










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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 June 30,Six Months Ended June 30,
 2024202320242023
GAAP gross profit
$27,811$29,886$55,756$59,743
Add:
Stock-based compensation
8168531,6051,790
Restructuring costs227702261,609
Impairment charge—190—190
Non-GAAP gross profit
$28,649$31,699$57,587$63,332
GAAP gross margin
74 %71 %74 %70 %
Non-GAAP gross margin
77 %75 %77 %74 %

Reconciliation of operating expenses
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
GAAP sales and marketing
$19,457 $22,628 $39,531 $47,045 
Less:
Stock-based compensation
(3,338)(3,555)(6,396)(6,612)
Restructuring costs(330)(597)(1,005)(1,808)
Impairment charge— (208)— (208)
Non-GAAP sales and marketing
$15,789 $18,268 $32,130 $38,417 
GAAP research and development
$9,081 $10,930 $18,190 $22,029 
Less:
Stock-based compensation
(2,246)(2,363)(4,374)(4,384)
Restructuring costs— (340)(112)(1,113)
Impairment charge— (472)— (472)
Amortization of acquired intangible asset(138)(135)(276)(277)
Non-GAAP research and development
$6,697 $7,620 $13,428 $15,783 
GAAP general and administrative
$12,332 $12,105 $23,568 $26,383 
Less:
Stock-based compensation
(5,676)(4,834)(10,038)(8,940)
Restructuring costs(149)(52)(339)(282)
Impairment charge— (339)— (339)
Fees related to shareholder activism— (210)— (2,656)
Non-GAAP general and administrative
$6,507 $6,670 $13,191 $14,166 









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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 loss
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Net loss
$(11,175)$(12,847)$(21,878)$(30,437)
Add:
Interest expense
10 33 21 62 
Other income, net(2,305)(3,193)(4,582)(5,765)
Provision for income taxes411 230 906 426 
Stock-based compensation
12,076 11,605 22,413 21,726 
Amortization of acquired intangible asset138 135 276 277 
Restructuring costs501 1,759 1,682 4,812 
Impairment charge— 1,209 — 1,209 
Fees related to shareholder activism— 210 — 2,656 
Non-GAAP operating loss
$(344)$(859)$(1,162)$(5,034)

Reconciliation of net loss to Adjusted EBITDA
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Net loss
$(11,175)$(12,847)$(21,878)$(30,437)
Add:
Interest expense
10 33 21 62 
Other income, net(2,305)(3,193)(4,582)(5,765)
Provision for income taxes411 230 906 426 
Depreciation and amortization1,083 1,240 2,178 2,515 
Amortization of acquired intangible asset138 135 276 277 
Amortization of cloud implementation costs
35 37 71 74 
Stock-based compensation
12,076 11,605 22,413 21,726 
Restructuring costs501 1,759 1,682 4,812 
Impairment charge— 1,209 — 1,209 
Fees related to shareholder activism— 210 — 2,656 
Adjusted EBITDA
$774 $418 $1,087 $(2,445)

Reconciliation of net loss to non-GAAP net income
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net loss
$(11,175)$(12,847)$(21,878)$(30,437)
Add:
Stock-based compensation
12,076 11,605 22,413 21,726 
Amortization of acquired intangible asset138 135 276 277 
Restructuring costs501 1,759 1,682 4,812 
Impairment charge— 1,209 — 1,209 
Fees related to shareholder activism— 210 — 2,656 
Non-GAAP net income
$1,540 $2,071 $2,493 $243 









9


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 June 30,Six Months Ended June 30,
2024202320242023
GAAP basic and diluted net loss per share:
Net loss
$(11,175)$(12,847)$(21,878)$(30,437)
Weighted average common stock outstanding, basic and diluted
41,991,996 45,866,022 41,652,834 46,581,527 
Net loss per share, basic and diluted
$(0.27)$(0.28)$(0.53)$(0.65)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Non-GAAP basic and diluted net income per share:
Net loss
$(11,175)$(12,847)$(21,878)$(30,437)
Add:
Stock-based compensation
12,076 11,605 22,413 21,726 
Amortization of acquired intangible asset138 135 276 277 
Restructuring costs501 1,759 1,682 4,812 
Impairment charge— 1,209 — 1,209 
Fees related to shareholder activism— 210 — 2,656 
Non-GAAP net income
$1,540 $2,071 $2,493 $243 
Non-GAAP weighted-average common stock outstanding
Basic
41,991,996 45,866,022 41,652,834 46,581,527 
Diluted
45,802,883 50,716,390 45,713,706 51,120,544 
Non-GAAP net income per share of common stock:
Basic
$0.04 $0.05 $0.06 $0.01 
Diluted
$0.03 $0.04 $0.05 $— 









10


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 June 30,Six Months Ended June 30,
2024202320242023
Net cash provided by (used in) operating activities:
$1,388 $(4,316)$3,526 $(8,483)
Less: Purchases of property and equipment
(490)(554)(1,528)(732)
Free cash flow
$898 $(4,870)$1,998 $(9,215)









11


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

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Core Platform
Subscription and other platform$33,479 $37,000 $67,539 $74,811 
Professional services3,006 3,460 5,761 6,855 
Total core platform revenue$36,485 $40,460 $73,300 $81,666 
Virtual Conference
Subscription and other platform$668 $1,336 $1,437 $2,889 
Professional services196 290 339 594 
Total virtual conference revenue$864 $1,626 $1,776 $3,483 
Revenue
Subscription and other platform $34,147 $38,336 $68,976 $77,700 
Professional services 3,202 3,750 6,100 7,449 
Total revenue $37,349 $42,086 $75,076 $85,149 










12


Contacts
Media Contact:
Tessa Barron
press@on24.com

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









13
v3.24.2.u1
Cover
Aug. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 06, 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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