0001066194false00010661942023-11-022023-11-02

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: November 2, 2023

(Date of earliest event reported)

eGain Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-35314

77-0466366

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

1252 Borregas Avenue, Sunnyvale, California 94089

(Address of principal executive offices, including zip code)

(408) 636-4500

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.001 per share

EGAN

The Nasdaq Stock Market LLC

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 2.02Results of Operations and Financial Condition.

The following information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On November 2, 2023, eGain Corporation (“eGain”) issued a press release announcing results for its fiscal quarter ended September 30, 2023. The press release contains forward-looking statements regarding eGain and includes cautionary statements identifying important factors that may cause actual results to differ materially from those anticipated. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

EXHIBIT NO.

DESCRIPTION

99.1

Press release, dated November 2, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2023

eGain Corporation

By:

/s/ Eric N. Smit

Eric N. Smit

Chief Financial Officer
(Duly Authorized Officer and

Principal Financial and Accounting Officer)

3

Exhibit 99.1

eGain Reports Improved Profitability and Operating Cash Flow in Q1 2024

Company Extends Stock Repurchase Program

Sunnyvale, CA (November 2, 2023) – eGain (Nasdaq: EGAN), a knowledge automation platform for customer engagement, today announced financial results for its fiscal 2024 first quarter ended September 30, 2023.

“We delivered top and bottom-line results ahead of both our projections and street expectations,” said Ashu Roy, eGain’s CEO. “Our disciplined execution significantly improved profitability and operating cash flow in the quarter. And our recently launched eGain AssistGPT™ solution, the first-of-its-kind to automate knowledge for customer engagement, is being enthusiastically received by the market.”

Fiscal 2024 First Quarter Financial Highlights

Total revenue was $24.2 million, down 2% year over year.
GAAP net income was $2.6 million, or $0.08 per share on a basic and diluted basis, up from GAAP net loss of $16,000, or $0.00 per share on a basic and diluted basis in Q1 2023.
Non-GAAP net income was $3.8 million, or $0.12 per share on a basic and diluted basis, up from non-GAAP net income of $2.0 million, or $0.06 per share on a basic and diluted basis in Q1 2023.
Cash provided by operations was $8.1 million, or an operating cash flow margin of 34%.
Total cash and cash equivalents were $79.8 million, up from $73.2 million in Q4 2023.
Adjusted EBITDA was $2.8 million compared to $1.6 million in Q1 2023.
Total shares purchased through the repurchase program were approximately 83,000 at an average cost per share of $6.23, totaling $517,000.

Fiscal 2024 Second Quarter Financial Guidance

For the second quarter of fiscal 2024 ending December 31, 2023, eGain expects:

Total revenue of between $23.0 million to $23.6 million.
GAAP net income of $800,000 to $1.4 million, or $0.03 to $0.04 per share.
oIncludes stock-based compensation expense of approximately $1.5 million.
oIncludes depreciation and amortization of approximately $125,000.
Non-GAAP net income of $2.3 million to $2.9 million, or $0.07 to $0.09 per share.

Fiscal 2024 Financial Guidance

For the fiscal 2024 full year ending June 30, 2024, eGain expects:

Total revenue of between $96.0 million to $98.0 million.
GAAP net income of $6.6 million to $7.1 million, or $0.20 to $0.22 per share.
oIncludes stock-based compensation expense of approximately $5.5 million.
oIncludes depreciation and amortization of approximately $500,000.
Non-GAAP net income of $12.1 million to $12.6 million, or $0.37 to $0.39 per share.

Guidance Assumption:

Weighted average shares outstanding are expected to be approximately 31.6 million for the second quarter of fiscal 2024 and 32.3 million for the full fiscal year 2024.

1


Extension of Stock Repurchase Program

Our board of directors has amended our stock repurchase program that was originally effective on November 14, 2022, to extend the term by an additional year, until November 14, 2024. Under the stock repurchase program, eGain may purchase shares up to an aggregate of $20 million shares of common stock on a discretionary basis from time to time through open market transactions or privately negotiated transactions at prices deemed appropriate by eGain. In addition, at the discretion of eGain, open market repurchase of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The timing and number of shares repurchased will be determined based on an evaluation of market conditions and other factors, including stock price, trading volume, general business and market conditions, and the availability of capital. The extended stock repurchase program is effective immediately, does not obligate eGain to acquire a specified number of shares and may be modified, suspended, or discontinued at any time at eGain’s discretion without notice. 

The stock repurchase program will be funded using existing cash or future cash flows.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures as supplemental information relating to our operating results, including non-GAAP net income. Non-GAAP net income measure is adjusted for stock-based compensation expense. eGain’s management has analyzed the effect of these non-GAAP adjustments on our income tax provision and believes the change in our income tax provision would be minimal due to these non-GAAP adjustments being attributed to the U.S. jurisdiction where it has recorded full valuation allowance against the deferred taxes. Non-GAAP results are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, or GAAP, and may be different from non-GAAP measures used by other companies. eGain’s management uses these non-GAAP measures to compare our performance to that of prior periods for trend analysis and for budgeting and planning purposes. eGain believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies, many of which present similar non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management in our financial and operational decision-making. Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release. eGain urges investors to review the reconciliation and not to rely on any single financial measure to evaluate our business. In addition, this presentation includes eGain’s projected non-GAAP net income for future periods, a non-GAAP measure used to describe eGain’s expected performance. We have not presented a reconciliation to eGain’s projected net income, the most comparable GAAP financial measure, because the reconciliation could not be prepared without unreasonable effort. The information necessary to prepare the reconciliation is not available on a forward-looking basis and cannot be accurately predicted. The unavailable information could have a significant impact on the calculation of the comparable GAAP financial measure.

Conference Call Information

eGain will discuss its fiscal 2024 first quarter results today via a teleconference at 2:00 p.m. Pacific Time. To access the live call, dial 844-481-2704 (U.S. toll free) or +1 412-317-0660 (International) and ask to join the eGain earnings call. A live and archived webcast of the call will also be accessible on the “Investor relations” section of eGain’s website at www.egain.com. In addition, a phone replay of the conference call will be available starting two hours after the call and will remain in effect for one week. To access the phone replay, dial 877-344-7529 (U.S. toll free) or +1 412-317-0088 (International). The replay access code is 9305614.

About eGain

eGain Knowledge Hub automates and orchestrates customer engagement across touch points. Powered by AI and analytics, our secure cloud solution delivers personalized digital-first experiences, quick business value, and easy innovation. Visit www.egain.com for more info.

2


Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including without limitation: our financial guidance for the second quarter of fiscal 2024 and fiscal 2024 full year ending June 30, 2024; our market opportunity; and statements regarding the timing, scope, and funding of our stock repurchase program. The achievement or success of the matters covered by such forward-looking statements, including future financial guidance, involves risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by the forward-looking statements we make, including our ability to achieve our targets for the second quarter of fiscal 2024 and fiscal 2024 full year ending June 30, 2024. The risks and uncertainties referred to above include, but are not limited to: risks to our business, operating results, and financial condition; risks associated with new product releases and new services and products features; risks that customer demand may fluctuate or decrease; risks that we are unable to collect unbilled contractual commitments, particularly in the current economic environment; risks that our lengthy sales cycles may negatively affect our operating results; currency risks; our ability to capitalize on customer engagement; risks related to our reliance on a relatively small number of customers for a substantial portion of our revenue; our ability to compete successfully and manage growth; our ability to develop and expand strategic and third party distribution channels; risks related to our international operations; our ability to continue to innovate; our strategy of making investments in sales to drive growth; general political or destabilizing events, including war, intensified international hostilities, conflict or acts of terrorism; the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including those addressing data privacy, cyber-security and cross-border data transfers; and other risks detailed from time to time in eGain’s public filings, including eGain’s annual report on Form 10-K for the fiscal year ended June 30, 2023 and subsequent reports filed with the Securities and Exchange Commission, which are available on the Securities and Exchange Commission’s website at www.sec.gov. These forward-looking statements are based on current expectations and speak only as of the date hereof. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

eGain, the eGain logo, and all other eGain product names and slogans are trademarks or registered trademarks of eGain Corporation in the United States and/or other countries. All other company names and products mentioned in this release may be trademarks or registered trademarks of the respective companies.

MKR Investor Relations

Todd Kehrli or Jim Byers

Phone: 323-468-2300

Email: egan@mkr-group.com

3


eGain Corporation

Condensed Consolidated Balance Sheets

(in thousands, except par value data)

(unaudited)

September 30, 

June 30, 

    

2023

    

2023

ASSETS

Current assets:

Cash and cash equivalents

$

79,827

$

73,201

Restricted cash

 

7

 

7

Accounts receivable, less provision for credit losses of $121 and $237 as of September 30, 2023 and June 30, 2023, respectively

 

18,420

 

31,569

Costs capitalized to obtain revenue contracts, net

 

1,231

 

1,317

Prepaid expenses

2,578

2,466

Other current assets

 

1,304

 

1,268

Total current assets

 

103,367

 

109,828

Property and equipment, net

 

551

 

633

Operating lease right-of-use assets

2,497

 

2,797

Costs capitalized to obtain revenue contracts, net of current portion

 

1,938

 

2,318

Goodwill

 

13,186

 

13,186

Other assets, net

 

1,427

 

1,355

Total assets

$

122,966

$

130,117

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

853

$

2,044

Accrued compensation

 

5,931

 

7,697

Accrued liabilities

 

4,406

 

5,387

Operating lease liabilities

 

689

 

832

Deferred revenue

 

41,959

 

47,762

Total current liabilities

 

53,838

 

63,722

Deferred revenue, net of current portion

 

2,413

 

2,101

Operating lease liabilities, net of current portion

 

1,617

 

1,762

Other long-term liabilities

 

833

 

836

Total liabilities

 

58,701

 

68,421

Stockholders' equity:

Common stock, par value $0.001 - authorized: 60,000 shares; issued: 32,269 and 32,268 shares; outstanding: 31,400 and 31,482 shares as of September 30, 2023 and June 30, 2023, respectively

 

32

 

32

Additional paid-in capital

 

402,299

 

401,087

Treasury stock, at cost: 869 and 786 common shares as of September 30, 2023 and June 30, 2023, respectively.

(6,280)

(5,763)

Notes receivable from stockholders

 

(64)

 

(97)

Accumulated other comprehensive loss

 

(2,877)

 

(2,122)

Accumulated deficit

 

(328,845)

 

(331,441)

Total stockholders' equity

 

64,265

 

61,696

Total liabilities and stockholders' equity

$

122,966

$

130,117

4


eGain Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three Months Ended

September 30, 

    

2023

    

2022

Revenue:

Subscription

$

22,323

$

22,923

Professional services

 

1,853

 

1,840

Total revenue

 

24,176

 

24,763

Cost of revenue:

Cost of subscription

 

5,047

 

3,978

Cost of professional services

 

1,791

 

2,304

Total cost of revenue

 

6,838

 

6,282

Gross profit

 

17,338

 

18,481

Operating expenses:

Research and development

 

6,632

 

6,874

Sales and marketing

 

6,104

 

9,459

General and administrative

 

3,186

 

2,818

Total operating expenses

 

15,922

 

19,151

Income (loss) from operations

 

1,416

 

(670)

Interest income

 

949

 

286

Other income, net

 

610

 

810

Income before income tax provision

 

2,975

 

426

Income tax provision

 

(379)

 

(442)

Net income (loss)

$

2,596

$

(16)

Per share information:

Earnings (loss) per share:

Basic

$

0.08

$

(0.00)

Diluted

$

0.08

$

(0.00)

Weighted-average shares used in computation:

Basic

 

31,479

 

31,933

Diluted

 

32,136

 

31,933

Summary of stock-based compensation included in costs and expenses above:

Cost of revenue

$

297

$

430

Research and development

397

571

Sales and marketing

159

531

General and administrative

355

533

Total stock-based compensation

$

1,208

$

2,065

5


eGain Corporation

GAAP to Non-GAAP Reconciliation Table

(in thousands, except per share data)

(unaudited)

Three Months Ended
September 30,

    

2023

2022

Income (loss) from operations

$

1,416

$

(670)

Add:

Stock-based compensation

1,208

2,065

Non-GAAP income from operations

$

2,624

$

1,395

Three Months Ended
September 30,

    

2023

2022

Net income (loss)

$

2,596

$

(16)

Add:

Stock-based compensation

1,208

2,065

Non-GAAP net income

$

3,804

$

2,049

Per share information:

Non-GAAP earnings per share:

Basic

$

0.12

$

0.06

Diluted

$

0.12

$

0.06

Weighted-average shares used in computation:

Basic

 

31,479

 

31,933

Diluted

 

32,136

 

32,891

Three Months Ended

September 30,

    

2023

    

2022

Net income (loss)

$

2,596

$

(16)

Add:

Depreciation and amortization

107

126

Stock-based compensation expense

1,208

2,065

Interest income

(949)

(286)

Provision for income taxes

379

442

Other income, net

(610)

(810)

Severance and related charges

81

65

Adjusted EBITDA

$

2,812

$

1,586

6


eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)

Three Months Ended
September 30,

Growth Rates

Constant Currency Growth Rates [1]

2023

2022

Revenue:

    

SaaS revenue

$

22,256

$

22,628

(2%)

(3%)

Legacy revenue

67

295

(77%)

(78%)

GAAP subscription

22,323

22,923

(3%)

(4%)

GAAP professional services

1,853

1,840

1%

(1%)

Total GAAP revenue

$

24,176

$

24,763

(2%)

(4%)

SaaS and professional services revenue:

SaaS revenue

$

22,256

$

22,628

(2%)

(3%)

Professional Services

1,853

1,840

1%

(1%)

Total SaaS and professional services revenue

$

24,109

$

24,468

(1%)

(3%)

Cost of Revenue:

    

GAAP subscription

$

5,047

$

3,978

Add back:

Non-GAAP subscription

$

5,047

$

3,978

GAAP professional services

$

1,791

$

2,304

Add back:

Stock-based compensation

(297)

(430)

Non-GAAP professional services

$

1,494

$

1,874

GAAP total cost of revenue

$

6,838

$

6,282

Add back:

Stock-based compensation

(297)

(430)

Non-GAAP total cost of revenue

$

6,541

$

5,852

12%

11%

Gross Profit:

Non-GAAP subscription

$

17,276

$

18,945

Non-GAAP professional services

359

(34)

Non-GAAP gross profit

$

17,635

$

18,911

(7%)

(9%)

Operating expenses:

GAAP research and development

$

6,632

$

6,874

Add back:

Stock-based compensation expense

(397)

(571)

Non-GAAP research and development

$

6,235

$

6,303

(1%)

(1%)

GAAP sales and marketing

$

6,104

$

9,459

Add back:

Stock-based compensation expense

(159)

(531)

Non-GAAP sales and marketing

$

5,945

$

8,928

(33%)

(35%)

GAAP general and administrative

$

3,186

$

2,818

Add back:

Stock-based compensation expense

(355)

(533)

Non-GAAP general and administrative

$

2,831

$

2,285

24%

22%

GAAP operating expenses

$

15,922

$

19,151

Add back:

Stock-based compensation expense

(911)

(1,635)

Non-GAAP operating expenses

$

15,011

$

17,516

(14%)

(15%)

[1] Constant currency growth rates presented are derived from converting the current period results for entities reporting in currencies other than U.S. Dollars into U.S. Dollars at the exchange rates in effect during the prior period presented rather than the actual exchange rates in effect during the current period.

7


v3.23.3
Document and Entity Information
Nov. 02, 2023
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Nov. 02, 2023
Entity File Number 001-35314
Entity Registrant Name eGain Corporation
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 77-0466366
Entity Address, Address Line One 1252 Borregas Avenue
Entity Address, City or Town Sunnyvale
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94089
City Area Code 408
Local Phone Number 636-4500
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 $0.001 per share
Trading Symbol EGAN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001066194
Amendment Flag false

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