8-K
ON24 INC. (ONTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENTREPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2021
ON24, INC.
(Exact nameof registrant as specified in its charter)
| Delaware | 001-39965 | 94-3292599 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 50 Beale Street, 8th Floor<br><br><br>San Francisco, CA 94105 | 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<br>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<br><br><br>Symbol | Name of each exchange<br><br><br>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 March 17, 2021, ON24, Inc. (the “Company”), issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2020. 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. The information shall not 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 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release dated March 17, 2021. |
2
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: March 17, 2021 | ON24, Inc. | |
|---|---|---|
| By: | /s/ Steven Vattuone | |
| Steven Vattuone | ||
| Chief Financial Officer |
3
EX-99.1
Exhibit 99.1

ON24 Announces Fourth Quarter and Full Year 2020 Financial Results
| • | Fourth quarter total revenue grows 123% year-over-year to $53.3 million; full year revenuegrows 76% year-over-year to $156.9 million |
|---|---|
| • | ARR grows 100% year-over-year to $153.4 million as of December 31,2020 |
| --- | --- |
| • | GAAP operating income of $21.8 million and Non-GAAPoperating income of $24.8 million for the full year 2020 |
| --- | --- |
SAN FRANCISCO – March 17,2021 – ON24 (NYSE: ONTF), a leading cloud-based digital experience platform provider, today announced financial results for its fourth quarter and fiscal year ended December 31, 2020.
“2020 was a transformative year for ON24’s customers as we helped them accelerate their digital engagement initiatives. I’m proud of the ON24 team for their tremendous focus and execution,” said Sharat Sharan, founder and CEO of ON24. “Our holistic approach to B2B engagement brings together the digital experiences, data, and seamless integrations companies need to convert prospects into customers. Looking ahead, we’re uniquely positioned to help companies across ever industry shift the way they do business in a digital-first hybrid world.”
Fourth Quarter 2020 Financial Highlights
| • | ARR: ARR increased 100% year-over-year to $153.4 million as of December 31, 2020.<br> |
|---|---|
| • | Revenue: Total revenue was $53.3 million, an increase of 123% year-over-year. |
| --- | --- |
| • | Digital Experience Platform Business Revenue: Digital experience platform business revenue (excluding<br>legacy revenue) **** was $53.1 million, an increase of 137% year-over-year. |
| --- | --- |
| • | Operating Income/Loss: Operating income was $9.6 million, compared to an operating loss of<br>$3.0 million in the fourth quarter of 2019. |
| --- | --- |
| • | Non-GAAP Operating Income/Loss:<br>Non-GAAP operating income was $11.1 million, compared to a Non-GAAP operating loss of $2.3 million in the fourth quarter of 2019. |
| --- | --- |
| • | Net Income/Loss: Net income was $9.5 million, or $0.17 per diluted share, compared to a net loss of<br>$3.5 million, or $0.83 per diluted share in the fourth quarter of 2019. |
| --- | --- |
| • | Non-GAAP Net Income/Loss:<br>Non-GAAP net income was $11.0 million, or $0.57 per diluted share, compared to a net loss of $2.8 million, or $0.31 per diluted share in the fourth quarter of 2019. |
| --- | --- |
| • | Cash Flow: Net cash provided by operating activities was $10.7 million, compared to $4.3 million<br>used in operating activities in the fourth quarter of 2019. Free cash flow was $10.3 million for the quarter, compared to negative $4.4 million in the fourth quarter of 2019. |
| --- | --- |
Full Year 2020 Financial Highlights
| • | Revenue: Total revenue was $156.9 million, an increase of 76% year-over-year. |
|---|---|
| • | Digital Experience Platform Business Revenue: Digital experience platform business revenue (excluding<br>legacy revenue) **** was $154.8 million, an increase of 92% year-over-year. |
| --- | --- |
| • | Operating Income/Loss: Operating income was $21.8 million, compared to a loss of $16.1 million<br>in 2019. |
| --- | --- |
| • | Non-GAAP Operating Income/Loss:<br>Non-GAAP operating income was $24.8 million, compared to a Non-GAAP operating loss of $14.1 million in 2019. |
| --- | --- |
| • | Net Income/Loss: Net income was $20.8 million, or $0.35 per diluted share, compared to net loss of<br>$17.5 million, or $3.68 per diluted share in 2019. |
| --- | --- |

| • | Non-GAAP Net Income/Loss:<br>Non-GAAP net income was $23.7 million, or $1.46 per diluted share, compared to a net loss of $15.5 million, or $1.77 per diluted share in 2019. |
|---|---|
| • | Cash Flow: Net cash provided by operating activities was $37.5 million, compared to<br>$11.4 million used in operating activities in fiscal 2019. Free cash flow was $36.5 million, compared to negative $12.5 million in 2019. |
| --- | --- |
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.
“We demonstrated strong momentum across our business in the fourth quarter, capping a year of tremendous growth for ON24. In Q4, total revenue grew 123% while ARR grew 100% year-over-year. We were also pleased to add 158 customers with more than $100K in ARR throughout 2020, representing growth of 110% year-over-year, and ended the quarter with approximately 2,000 customers overall. We feel confident in our ability to continue delivering strong growth in 2021,” said Steve Vattuone, Chief Financial Officer of ON24.
Full Year 2020 Customer Highlights
As of December 31, 2020:
| • | Customer count was approximately 2,000, an increase of 42% year-over-year |
|---|---|
| • | Customers with ARR greater than $100K totaled 302, an increase of 110% year-over-year |
| --- | --- |
| • | Multi-Product Customers: 30% of customers had two or more products |
| --- | --- |
| • | Multi-Year Contracts: 29% of ARR came from customers with multi-year contracts |
| --- | --- |
| • | Net Retention Rate (NRR) was 149% |
| --- | --- |
Financial Outlook
For the first quarter of2021, the Company currently expects:
| • | Total revenue of $48.5 to $49.0 million |
|---|---|
| • | Non-GAAP operating income of $0.5 to $1.0 million<br> |
| --- | --- |
| • | Non-GAAP net income per share of $0.00 to $0.01, assuming approximately<br>43 million diluted shares outstanding |
| --- | --- |
For the full year 2021, the Company expects:
| • | Total revenue of $205.5 to $208.5 million, |
|---|---|
| • | Non-GAAP operating loss of ($5.0) to ($2.0) million<br> |
| --- | --- |
| • | Non-GAAP net loss per share of ($0.14) to ($0.07), assuming approximately<br>44 million basic and 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 (866) 248-8441, and international parties can access the call by dialing (323) 347-3277, using the conference ID 1720190.

A webcast 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.
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, non-GAAP net income (loss) and free cash flow in evaluating our operating performance. We define non-GAAP operating income as net (loss) income excluding other (income) expense, income tax, other gains from operations and stock-based compensation. We define non-GAAP net income (loss) as net income (loss) excluding change in Class B-1 preferred stock redemption value, cumulative preferred dividends allocated to preferred shareholders and stock-based compensation expense. 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 and non-GAAP net income 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 and non-GAAP net income 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 tools for comparison.
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: “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 permanence of the shift in the way people do business, 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 sustain our recent revenue growth rate, attract new customers and expand sales to existing customers; fluctuation in our performance, our history of net losses and expected increases in our expenses; competition in our markets and any decline in demand for our solutions; our ability to expand our sales and marketing capabilities and otherwise manage our growth; the impact of the COVID-19 pandemic; 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 provides a leading cloud-based Digital Experience Platform that makes it easy to create, scale, and personalize engaging experiences to drive measurable business growth. Today, we are helping over 1,900 companies worldwide, including 3 of the 5 largest global technology companies, 4 of the 5 largest US Banks, 3 of the 5 largest global healthcare companies, and 3 of the 5 largest global industrial manufacturing companies, convert millions of prospects to buyers. Through interactive webinars, virtual events, and always-on multimedia experiences, ON24 provides a system of engagement, powered by AI, which enables businesses to scale engagement, conversions, and pipeline to drive revenue growth. The ON24 platform supports an average of 4 million professionals a month totaling over 2.5 billion engagement minutes per year. ON24 is headquartered in San Francisco with global offices in North America, EMEA, and APAC. For more information, visit www.ON24.com.
Media Contact:
Roger Villareal
Investor Contact:
Maili Bergman

ON24, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
| December 31,<br>2020 | December 31,<br>2019 | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 58,243 | $ | 18,844 | ||
| Short-term investments | 3,000 | 5,000 | ||||
| Accounts receivable, net | 48,617 | 22,602 | ||||
| Deferred contract acquisition costs, current | 10,528 | 5,571 | ||||
| Prepaid expenses and other current assets | 7,079 | 2,220 | ||||
| Total current assets | 127,467 | 54,237 | ||||
| Property and equipment, net | 9,051 | 5,370 | ||||
| Deferred contract acquisition costs, non-current | 18,753 | 8,471 | ||||
| Other long-term assets | 1,447 | 458 | ||||
| Total Assets | $ | 156,718 | $ | 68,536 | ||
| LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | ||||||
| Current liabilities | ||||||
| Accounts payable | $ | 4,730 | $ | 2,109 | ||
| Accrued liabilities | 17,439 | 11,372 | ||||
| Deferred revenue | 92,240 | 44,441 | ||||
| Long-term debt, current portion | 2,359 | 1,007 | ||||
| Total current liabilities | 116,768 | 58,929 | ||||
| Long-term debt | 25,727 | 23,058 | ||||
| Other long-term liabilities | 4,022 | 3,900 | ||||
| Total liabilities | 146,517 | 85,887 | ||||
| Convertible Class A-1 and Class A-2 preferred stock | 83,857 | 83,857 | ||||
| Redeemable convertible Class B and Class B-1<br>preferred stock | 70,000 | 70,000 | ||||
| Stockholders’ deficit | ||||||
| Common stock | 1 | 1 | ||||
| Additional paid-in capital | 27,512 | 20,809 | ||||
| Accumulated deficit | (171,263 | ) | (192,016 | ) | ||
| Accumulated other comprehensive income (loss) | 94 | (2 | ) | |||
| Total Stockholders’ Deficit | (143,656 | ) | (171,208 | ) | ||
| Total Liabilities, Convertible Preferred Stock and Stockholders’ Deficit | $ | 156,718 | $ | 68,536 |

| ON24, INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Operations | ||||||||||||
| (in thousands, except share and per share data) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenue: | ||||||||||||
| Subscription and other platform | $ | 41,251 | $ | 19,221 | $ | 122,630 | $ | 72,589 | ||||
| Professional services | 12,035 | 4,719 | 34,311 | 16,544 | ||||||||
| Total revenue | 53,286 | 23,940 | 156,941 | 89,133 | ||||||||
| Cost of revenue: | ||||||||||||
| Subscription and other platform^(1)^ | 6,341 | 4,159 | 20,746 | 16,730 | ||||||||
| Professional services^(1)^ | 3,706 | 2,745 | 12,589 | 10,411 | ||||||||
| Total cost of revenue | 10,047 | 6,904 | 33,335 | 27,141 | ||||||||
| Gross profit | 43,239 | 17,036 | 123,606 | 61,992 | ||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing^(1)^ | 20,145 | 12,313 | 60,640 | 47,773 | ||||||||
| Research and development^(1)^ | 6,003 | 4,070 | 19,275 | 15,730 | ||||||||
| General and administrative^(1)^ | 7,478 | 3,662 | 21,848 | 14,590 | ||||||||
| Total operating expenses | 33,626 | 20,045 | 101,763 | 78,093 | ||||||||
| Income (loss) from operations | 9,613 | (3,009 | ) | 21,843 | (16,101 | ) | ||||||
| Interest expense, net | 236 | 230 | 869 | 1,029 | ||||||||
| Other expense, net | (302 | ) | (92 | ) | (76 | ) | 42 | |||||
| Income (loss) before provision for income taxes | 9,679 | (3,147 | ) | 21,050 | (17,172 | ) | ||||||
| Provision for income taxes | 174 | 311 | 297 | 355 | ||||||||
| Net income (loss) | 9,505 | (3,458 | ) | 20,753 | (17,527 | ) | ||||||
| Change in Class B-1 preferred stock redemption<br>value | — | (2,500 | ) | — | (10,047 | ) | ||||||
| Cumulative preferred dividends allocated to preferred stockholders | (1,466 | ) | (1,446 | ) | (5,685 | ) | (4,774 | ) | ||||
| Net income (loss) attributable to common stockholders | $ | 8,039 | $ | (7,404 | ) | $ | 15,068 | $ | (32,348 | ) | ||
| Net income (loss) per share attributable to common stockholders: | ||||||||||||
| Basic | $ | 0.21 | $ | (0.83 | ) | $ | 0.40 | $ | (3.68 | ) | ||
| Diluted | $ | 0.17 | $ | (0.83 | ) | $ | 0.35 | $ | (3.68 | ) | ||
| Weighted-average shares used in computing net income (loss) per share attributable to common<br>stockholders: | ||||||||||||
| Basic | 10,798,475 | 8,891,812 | 10,017,574 | 8,788,628 | ||||||||
| Diluted | 19,146,682 | 8,891,812 | 16,187,149 | 8,788,628 | ||||||||
| (1) | Includes stock-based compensation as follows: | |||||||||||
| --- | --- | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Cost of revenue | ||||||||||||
| Subscription and other platform | $ | 76 | $ | 24 | $ | 154 | $ | 97 | ||||
| Professional services | 21 | 4 | 37 | 50 | ||||||||
| Total cost of revenue | 97 | 28 | 191 | 147 | ||||||||
| Sales and marketing | 601 | 461 | 1,051 | 915 | ||||||||
| Research and development | 171 | 42 | 360 | 197 | ||||||||
| General and administrative | 607 | 153 | 1,327 | 739 | ||||||||
| Total | $ | 1,476 | $ | 684 | $ | 2,929 | $ | 1,998 |

| ON24, INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Cash Flows | ||||||||||||
| (In thousands) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | 9,505 | $ | (3,458 | ) | $ | 20,753 | $ | (17,527 | ) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
| Depreciation and amortization | 1,044 | 587 | 2,974 | 2,329 | ||||||||
| Stock-based compensation expense | 1,476 | 684 | 2,929 | 1,998 | ||||||||
| Amortization of deferred contract acquisition cost | 3,655 | 1,809 | 11,115 | 7,012 | ||||||||
| Provision for allowance for doubtful accounts and billing reserve | 1,560 | 214 | 3,009 | 743 | ||||||||
| Noncash interest and dividends received | 180 | (83 | ) | 63 | (148 | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (7,600 | ) | (8,133 | ) | (29,024 | ) | (5,431 | ) | ||||
| Deferred contract acquisition cost | (7,074 | ) | (3,719 | ) | (26,354 | ) | (8,983 | ) | ||||
| Prepaid expenses and other assets | (440 | ) | 653 | (2,862 | ) | (270 | ) | |||||
| Accounts payable | 916 | (388 | ) | 2,032 | 113 | |||||||
| Accrued liabilities | 2,277 | 1,762 | 4,986 | (268 | ) | |||||||
| Other long-term liabilities | 159 | (36 | ) | 122 | (310 | ) | ||||||
| Deferred revenue | 5,045 | 5,852 | 47,799 | 9,392 | ||||||||
| Net cash provided by (used in) operating activities | 10,703 | (4,256 | ) | 37,542 | (11,350 | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property and equipment | (356 | ) | (131 | ) | (1,030 | ) | (1,162 | ) | ||||
| Purchase of short-term investments | — | — | (5,000 | ) | (12,000 | ) | ||||||
| Proceeds from settlement of short-term investments | 2,000 | 7,000 | 7,000 | 9,000 | ||||||||
| Net cash provided by (used in) investing activities | 1,644 | 6,869 | 970 | (4,162 | ) | |||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of common stock resulting from exercise of options | 437 | 212 | 3,774 | 426 | ||||||||
| Proceeds from issuance of Class B-1 preferred stock,<br>net of issuance costs | — | — | — | 24,953 | ||||||||
| Proceeds from long-term debt | 10,216 | 6,008 | 28,381 | 9,508 | ||||||||
| Repayments of long-term debt | (10,050 | ) | (6,040 | ) | (28,179 | ) | (6,193 | ) | ||||
| Repayment of capital lease obligations | (444 | ) | (222 | ) | (1,270 | ) | (1,114 | ) | ||||
| Payment of deferred offering costs | (1,902 | ) | — | (1,902 | ) | — | ||||||
| Net cash provided by financing activities | (1,743 | ) | (42 | ) | 804 | 27,580 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (92 | ) | 40 | 96 | (80 | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 10,512 | 2,611 | 39,412 | 11,988 | ||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 47,833 | 16,322 | 18,933 | 6,945 | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 58,345 | $ | 18,933 | $ | 58,345 | $ | 18,933 | ||||
| Supplemental disclosures of cash flow information: | ||||||||||||
| Cash paid for taxes, net of refunds | $ | 11 | $ | 143 | $ | 183 | $ | 238 | ||||
| Cash paid for interest | $ | 243 | $ | 317 | $ | 967 | $ | 1,392 | ||||
| Supplemental disclosures of noncash investing and financing activities: | ||||||||||||
| Equipment acquired under capital leases | $ | 1,909 | $ | 268 | $ | 5,089 | $ | 787 | ||||
| Unpaid purchased fixed assets | $ | 581 | $ | 74 | $ | 581 | $ | 74 | ||||
| Deferred offering costs in accrued liabilities | $ | 1,318 | $ | — | $ | 1,318 | $ | — | ||||
| Change in Class B-1 preferred stock redemption<br>value | $ | — | $ | 2,500 | $ | — | $ | 10,047 |

| ON24, INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Non-GAAP Financial Measures to Most Directly Comparable GAAP Financial Measures | ||||||||||||
| (in thousands, except share and per share data) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Reconciliation of net income (loss) to non-GAAPoperating income (loss) | ||||||||||||
| Net income (loss) | $ | 9,505 | $ | (3,458 | ) | $ | 20,753 | $ | (17,527 | ) | ||
| Interest expense, net | (236 | ) | (230 | ) | (869 | ) | (1,029 | ) | ||||
| Other expense, net | 302 | 92 | 76 | (42 | ) | |||||||
| Provision for income taxes | (174 | ) | (311 | ) | (297 | ) | (355 | ) | ||||
| Stock-based compensation | (1,476 | ) | (684 | ) | (2,929 | ) | (1,998 | ) | ||||
| Non-GAAP operating income (loss) | $ | 11,089 | $ | (2,325 | ) | $ | 24,772 | $ | (14,103 | ) | ||
| Reconciliation of net income (loss) to non-GAAP netincome (loss) | ||||||||||||
| Net income (loss) | $ | 9,505 | $ | (3,458 | ) | $ | 20,753 | $ | (17,527 | ) | ||
| Add: Stock-based compensation expense | 1,476 | 684 | 2,929 | 1,998 | ||||||||
| Non-GAAP net income (loss) | $ | 10,981 | $ | (2,774 | ) | $ | 23,682 | $ | (15,529 | ) | ||
| Reconciliation of net income (loss) attributable to commonstockholders | ||||||||||||
| Net income (loss) attributable to common stockholders | $ | 8,039 | $ | (7,404 | ) | $ | 15,068 | $ | (32,348 | ) | ||
| Add: Change in Class B-1 preferred stock redemption<br>value | — | 2,500 | — | 10,047 | ||||||||
| Add: Cumulative preferred dividends allocated to preferred stockholders | 1,466 | 1,446 | 5,685 | 4,774 | ||||||||
| Add: Stock-based compensation expense | 1,476 | 684 | 2,929 | 1,998 | ||||||||
| Non-GAAP net income (loss) attributable to commonstockholders | $ | 10,981 | $ | (2,774 | ) | $ | 23,682 | $ | (15,529 | ) | ||
| GAAP earnings (loss) per share, basic | $ | 0.21 | $ | (0.83 | ) | $ | 0.40 | $ | (3.68 | ) | ||
| GAAP earnings (loss) per share, diluted | $ | 0.17 | $ | (0.83 | ) | $ | 0.35 | $ | (3.68 | ) | ||
| Non-GAAP earnings (loss) per share, basic | $ | 1.02 | $ | (0.31 | ) | $ | 2.36 | $ | (1.77 | ) | ||
| Non-GAAP earnings (loss) per share, diluted | $ | 0.57 | $ | (0.31 | ) | $ | 1.46 | $ | (1.77 | ) | ||
| Shares Used in GAAP Per Share Calculations: | **** | |||||||||||
| GAAP weighted-average shares used to compute GAAP earnings (loss) per share, basic | 10,798,475 | 8,891,812 | 10,017,574 | 8,788,628 | ||||||||
| GAAP weighted-average shared used to compute non-GAAP<br>earnings (loss) per share, diluted | 19,146,682 | 8,891,812 | 16,187,149 | 8,788,628 | ||||||||
| Shares Used in Non-GAAP Per ShareCalculations^(1)^: | **** | |||||||||||
| Non-GAAP weighted-average shares used to compute non-GAAP earnings (loss) per share, basic | 10,798,475 | 8,891,812 | 10,017,574 | 8,788,628 | ||||||||
| Non-GAAP weighted-average shared used to compute non-GAAP earnings (loss) per share, diluted | 19,146,682 | 8,891,812 | 16,187,149 | 8,788,628 | ||||||||
| (1) | Conversion of preferred stock and issuance of common stock in connection with IPO are not considered for the non-GAAP weighted-average share computation. | |||||||||||
| --- | --- |

ON24, INC.
Earnings (Loss) Per Share
(in thousands, except share and per share data)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP Basic Earnings (Loss) Per Share | 2020 | 2019 | 2020 | 2019 | ||||||||
| GAAP basic earnings (loss) per share: | ||||||||||||
| Net income (loss) | $ | 9,505 | $ | (3,458 | ) | $ | 20,753 | $ | (17,527 | ) | ||
| Less: Cumulative preferred dividends allocated to preferred stockholders | (1,466 | ) | (1,446 | ) | (5,685 | ) | (4,774 | ) | ||||
| Less: Change in Class B-1 preferred stock redemption<br>value | — | (2,500 | ) | — | (10,047 | ) | ||||||
| Net income (loss) attributable to common stockholders, basic | 8,039 | (7,404 | ) | 15,068 | (32,348 | ) | ||||||
| Income available to participating securities | (5,755 | ) | — | (11,015 | ) | — | ||||||
| Net income (loss) available to common stockholders | $ | 2,284 | $ | (7,404 | ) | $ | 4,053 | $ | (32,348 | ) | ||
| Weighted average common stock outstanding | 10,798,475 | 8,891,812 | 10,017,574 | 8,788,628 | ||||||||
| Basic earnings per share of common stock | $ | 0.21 | $ | (0.83 | ) | $ | 0.40 | $ | (3.68 | ) | ||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| GAAP Diluted Earnings (Loss) Per Share | 2020 | 2019 | 2020 | 2019 | ||||||||
| GAAP diluted earnings (loss) per share: | ||||||||||||
| Net income (loss) | $ | 9,505 | $ | (3,458 | ) | $ | 20,753 | $ | (17,527 | ) | ||
| Less: Cumulative preferred dividends allocated to preferred stockholders | (1,466 | ) | (1,446 | ) | (5,685 | ) | (4,774 | ) | ||||
| Less: change in Class B-1 preferred stock redemption<br>value | — | (2,500 | ) | — | (10,047 | ) | ||||||
| Net income (loss) attributable to common stockholders, diluted | 8,039 | (7,404 | ) | 15,068 | (32,348 | ) | ||||||
| Reallocation of earnings to participating securities considering potentially dilutive<br>securities | (4,719 | ) | — | (9,450 | ) | — | ||||||
| Net income (loss) available to common stockholders | $ | 3,320 | $ | (7,404 | ) | $ | 5,618 | $ | (32,348 | ) | ||
| Weighted average common stock outstanding | 10,798,475 | 8,891,812 | 10,017,574 | 8,788,628 | ||||||||
| Weighted average dilutive effect of stock options and restricted stock | 8,348,207 | — | 6,169,575 | — | ||||||||
| Diluted weighted average common shares | 19,146,682 | 8,891,812 | 16,187,149 | 8,788,628 | ||||||||
| Diluted earnings per share of common stock | $ | 0.17 | $ | (0.83 | ) | $ | 0.35 | $ | (3.68 | ) |

| Three Months Ended December 31, | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Non-GAAP Earning (Loss) Per Share | 2020 | 2019 | 2020 | 2019 | ||||||
| Non-GAAP basic earnings per share: | ||||||||||
| Net income (loss) available to common stockholders | $ | 2,284 | $ | (7,404 | ) | $ | 4,053 | $ | (32,348 | ) |
| Less: Cumulative preferred dividends allocated to preferred stockholders | 1,466 | 1,446 | 5,685 | 4,774 | ||||||
| Add: Stock based compensation | 1,476 | 684 | 2,929 | 1,998 | ||||||
| Add: Income available to participating securities | 5,755 | — | 11,015 | — | ||||||
| Add:Change in Class B-1 preferred stock redemption<br>value | — | 2,500 | — | 10,047 | ||||||
| Non-GAAP net income (loss) attributable to common<br>stockholders, basic and diluted | 10,981 | (2,774 | ) | 23,682 | (15,529 | ) | ||||
| Non-GAAP weighted-average shares used to compute non-GAAP earnings (loss) per share, basic | 10,798,475 | 8,891,812 | 10,017,574 | 8,788,628 | ||||||
| Non-GAAP weighted-average shares used to compute non-GAAP earnings (loss) per share, diluted | 19,146,682 | 8,891,812 | 16,187,149 | 8,788,628 | ||||||
| Non-GAAP earnings per share of common stock Non-GAAP earnings (loss) per share, basic | $ | 1.02 | $ | (0.31 | ) | $ | 2.36 | $ | (1.77 | ) |
| Non-GAAP earnings (loss) per share, diluted | $ | 0.57 | $ | (0.31 | ) | $ | 1.46 | $ | (1.77 | ) |

ON24, INC.
Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow
(in thousands)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net cash provided by (used in) operating activities | $ | 10,703 | $ | (4,256 | ) | $ | 37,542 | $ | (11,350 | ) | ||
| Less: Purchases of property and equipment | (356 | ) | (131 | ) | (1,030 | ) | (1,162 | ) | ||||
| Free cash flow | $ | 10,347 | $ | (4,387 | ) | $ | 36,512 | $ | (12,512 | ) |
ON24, INC.
Revenue
(in thousands)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Digital Experience Platform | ||||||||
| Subscription and other platform | $ | 41,204 | $ | 18,028 | $ | 121,214 | $ | 66,286 |
| Professional services | 11,878 | 4,335 | 33,583 | 14,413 | ||||
| Total digital experience platform | $ | 53,082 | $ | 22,363 | $ | 154,797 | $ | 80,699 |
| Legacy | ||||||||
| Subscription and other platform | $ | 47 | $ | 1,193 | $ | 1,416 | $ | 6,303 |
| Professional services | 157 | 384 | 728 | 2,131 | ||||
| Total legacy revenue | $ | 204 | $ | 1,577 | $ | 2,144 | $ | 8,434 |
| Revenue | ||||||||
| Subscription and other platform | $ | 41,251 | $ | 19,221 | $ | 122,630 | $ | 72,589 |
| Professional services | 12,035 | 4,719 | 34,311 | 16,544 | ||||
| Total revenue | $ | 53,286 | $ | 23,940 | $ | 156,941 | $ | 89,133 |