Form 8-K - Current report

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: May 9, 2024

(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 May 9, 2024, eGain Corporation (“eGain”) issued a press release announcing results for its fiscal quarter ended March 31, 2024. 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 May 9, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 9, 2024		eGain Corporation

	By:	/s/ Eric N. Smit
		Eric N. Smit Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Exhibit 99.1

eGain Reports Continued Momentum in New Logo Wins Driven by

AI Knowledge Offering

Sunnyvale, CA (May 9, 2024) – eGain (Nasdaq: EGAN), a knowledge platform for customer engagement, today announced financial results for its fiscal 2024 third quarter ended March 31, 2024.

“Our new knowledge customer win momentum continued this quarter, including a U.S. megabank,” said Ashu Roy, eGain’s CEO. “Through the first nine months of the year, our new logo acquisition has grown 50% - year over year - thanks to AssistGPT™, our novel AI solution to efficiently automate knowledge for customer service. Although our total revenue fell short of expectations due to the timing of revenue recognition from our Cisco OEM agreement, we achieved another quarter of enhanced profitability and solid operating cash flow.”

Fiscal 2024 Third Quarter Financial Highlights

●

Total revenue was $22.4 million, down 3% year over year.

●

GAAP net income was $1.5 million, or $0.05 per share on a basic and diluted basis, compared to a GAAP net loss of $372,000, or $0.01 per share on a basic and diluted basis, in Q3 2023.

●

Non-GAAP net income was $2.6 million, or $0.08 per share on a basic and diluted basis, compared to a non-GAAP net income of $1.1 million, or $0.03 per share on a basic and diluted basis, in Q3 2023.

●

Cash provided by operations was $1.7 million, or an operating cash flow margin of 8%.

●

Total cash and cash equivalents were $83.0 million, compared to $86.8 million in Q2 2024.

●

Adjusted EBITDA was $2.3 million compared to $1.1 million in Q3 2023.

●

Total shares purchased through the repurchase program were approximately 881,000 at an average cost per share of $6.26 totaling $5.5 million.

Fiscal 2024 First Nine Months Financial Highlights

●

Total revenue was $70.3 million, down 4% year over year.

●

GAAP net income was $6.3 million, or $0.20 per share on a basic and diluted basis, compared to a GAAP net loss of $492,000, or $0.02 per share on a basic and diluted basis, in the same period last year.

●

Non-GAAP net income was $9.8 million, or $0.31 per share on a basic and diluted basis, compared to a non-GAAP net income of $4.8 million, or $0.15 per share on a basic and diluted basis, in the same period last year.

●

Adjusted EBITDA was $8.8 million compared to $4.9 million in the same period last year.

●

Cash provided from operations was $17.6 million, or an operating cash flow margin of 25%.

Fiscal 2024 Fourth Quarter Financial Guidance

For the fourth quarter of fiscal 2024 ending June 30, 2024, eGain expects:

●

Total revenue of between $21.1 million to $21.4 million.

●

GAAP net loss of $300,000 to $900,000, or $0.01 to $0.03 per share.

o

Includes stock-based compensation expense of approximately $1.1 million.

o

Includes depreciation and amortization of approximately $100,000.

●

Non-GAAP net income of $200,000 to $800,000, or $0.01 to $0.03 per share.

Fiscal 2024 Financial Guidance

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

●

Total revenue of between $91.5 million to $91.8 million.

●

GAAP net income of $5.4 million to $6.0 million, or $0.17 to $0.19 per share.

o

Includes stock-based compensation expense of approximately $4.6 million.

o

Includes depreciation and amortization of approximately $400,000.

●

Non-GAAP net income of $10.0 million to $10.6 million, or $0.32 to $0.34 per share.

Guidance Assumption:

●

Weighted average shares outstanding are expected to be approximately 30.5 million for the fourth quarter of fiscal 2024 and 31.6 million for the full fiscal year 2024.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures as supplemental information relating to our operating results, including adjusted EBITDA and non-GAAP net income. Adjusted EBITDA is defined as net income (loss), adjusted for the impact of depreciation and amortization, stock-based compensation expense, interest income, income tax provision, other income (expense), net and severance and related charges. 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 third 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 5401723.

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.

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 fourth quarter of fiscal 2024 and fiscal 2024 full year ending June 30, 2024; and continued momentum in new logo wins. 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 fourth 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

eGain Corporation

Condensed Consolidated Balance Sheets

(in thousands, except par value data)

(unaudited)


	March 31,		June 30,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	82,982	$	73,201
Restricted cash		7		7
Accounts receivable, less provision for credit losses of $209 and $237 as of March 31, 2024 and June 30, 2023, respectively		10,950		31,569
Costs capitalized to obtain revenue contracts, net		1,247		1,317
Prepaid expenses		2,387		2,466
Other current assets		1,317		1,268
Total current assets		98,890		109,828
Property and equipment, net		483		633
Operating lease right-of-use assets		4,077		2,797
Costs capitalized to obtain revenue contracts, net of current portion		1,734		2,318
Goodwill		13,186		13,186
Other assets, net		1,954		1,355
Total assets	$	120,324	$	130,117

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,534	$	2,044
Accrued compensation		6,933		7,697
Accrued liabilities		5,615		5,387
Operating lease liabilities		1,192		832
Deferred revenue		34,342		47,762
Total current liabilities		49,616		63,722
Deferred revenue, net of current portion		3,157		2,101
Operating lease liabilities, net of current portion		2,803		1,762
Other long-term liabilities		887		836
Total liabilities		56,463		68,421

Stockholders' equity:
Common stock, par value $0.001 - authorized: 60,000 shares; issued: 32,523 and 32,268; outstanding: 30,382 and 31,482 shares as of March 31, 2024 and June 30, 2023, respectively		33		32
Additional paid-in capital		405,590		401,087
Treasury stock, at cost: 2,141 and 786 shares of common stock as of March 31, 2024 and June 30, 2023, respectively		(14,292)		(5,763)
Notes receivable from stockholders		(21)		(97)
Accumulated other comprehensive loss		(2,282)		(2,122)
Accumulated deficit		(325,167)		(331,441)
Total stockholders' equity		63,861		61,696
Total liabilities and stockholders' equity	$	120,324	$	130,117

eGain Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Revenue:
Subscription	$	20,324	$	20,980	$	64,643	$	67,517
Professional services		2,026		2,033		5,698		5,859
Total revenue		22,350		23,013		70,341		73,376
Cost of revenue:
Cost of subscription		4,487		5,393		14,643		13,795
Cost of professional services		2,371		2,202		6,043		6,834
Total cost of revenue		6,858		7,595		20,686		20,629
Gross profit		15,492		15,418		49,655		52,747
Operating expenses:
Research and development		6,655		6,687		19,947		20,749
Sales and marketing		5,448		6,837		16,901		25,191
General and administrative		2,451		2,406		8,028		7,776
Total operating expenses		14,554		15,930		44,876		53,716
Income (loss) from operations		938		(512)		4,779		(969)
Interest income		1,002		818		2,933		1,633
Other income (expense), net		74		(245)		(13)		20
Income before income tax provision		2,014		61		7,699		684
Income tax provision		(521)		(433)		(1,425)		(1,176)
Net income (loss)	$	1,493	$	(372)	$	6,274	$	(492)
Per share information:
Earnings (loss) per share:
Basic	$	0.05	$	(0.01)	$	0.20	$	(0.02)
Diluted	$	0.05	$	(0.01)	$	0.20	$	(0.02)
Weighted-average shares used in computation:
Basic		30,976		32,122		31,212		32,024
Diluted		31,599		32,122		31,858		32,024

Summary of stock-based compensation included in costs and expenses above:
Cost of revenue	$	343	$	371	$	924	$	1,213
Research and development		331		509		1,095		1,633
Sales and marketing		120		174		476		997
General and administrative		316		393		1,018		1,440
Total stock-based compensation	$	1,110	$	1,447	$	3,513	$	5,283

eGain Corporation

GAAP to Non-GAAP Reconciliation Table

(in thousands, except per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Income (loss) from operations	$	938	$	(512)	$	4,779	$	(969)
Add:
Stock-based compensation		1,110		1,447		3,513		5,283
Non-GAAP income from operations	$	2,048	$	935	$	8,292	$	4,314


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Net income (loss)	$	1,493	$	(372)	$	6,274	$	(492)
Add:
Stock-based compensation		1,110		1,447		3,513		5,283
Non-GAAP net income	$	2,603	$	1,075	$	9,787	$	4,791
Per share information:
Non-GAAP earnings per share:
Basic	$	0.08	$	0.03	$	0.31	$	0.15
Diluted	$	0.08	$	0.03	$	0.31	$	0.15
Weighted-average shares used in computation:
Basic		30,976		32,122		31,212		32,024
Diluted		31,599		32,968		31,858		32,909


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Net income (loss)	$	1,493	$	(372)	$	6,274	$	(492)
Add:
Depreciation and amortization		92		124		296		375
Stock-based compensation expense		1,110		1,447		3,513		5,283
Interest income		(1,002)		(818)		(2,933)		(1,633)
Provision for income taxes		521		433		1,425		1,176
Other income (expense), net		(74)		245		13		(20)
Severance and related charges		112		88		247		238
Adjusted EBITDA	$	2,252	$	1,147	$	8,835	$	4,927

eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)


	Three Months Ended March 31,				Growth Rates		Constant Currency Growth Rates [1]
	2024		2023
Revenue:
SaaS revenue	$	20,277	$	20,854		(3%)		(4%)
Legacy revenue		47		126		(63%)		(65%)
GAAP subscription		20,324		20,980		(3%)		(4%)
GAAP professional services		2,026		2,033		(0%)		(1%)
Total GAAP revenue	$	22,350	$	23,013		(3%)		(4%)

SaaS and professional services revenue:
SaaS revenue	$	20,277	$	20,854		(3%)		(4%)
Professional Services		2,026		2,033		(0%)		(1%)
Total SaaS and professional services revenue	$	22,303	$	22,887		(3%)		(4%)

Cost of Revenue:
GAAP subscription	$	4,487	$	5,393
Non-GAAP subscription	$	4,487	$	5,393

GAAP professional services	$	2,371	$	2,202
Add back:
Stock-based compensation		(343)		(371)
Non-GAAP professional services	$	2,028	$	1,831

GAAP total cost of revenue	$	6,858	$	7,595
Add back:
Stock-based compensation		(343)		(371)
Non-GAAP total cost of revenue	$	6,515	$	7,224		(10%)		(10%)

Gross Profit:
Non-GAAP subscription	$	15,837	$	15,587
Non-GAAP professional services		(2)		202
Non-GAAP gross profit	$	15,835	$	15,789		0%		(1%)

Operating expenses:
GAAP research and development	$	6,655	$	6,687
Add back:
Stock-based compensation expense		(331)		(509)
Non-GAAP research and development	$	6,324	$	6,178		2%		2%

GAAP sales and marketing	$	5,448	$	6,837
Add back:
Stock-based compensation expense		(120)		(174)
Non-GAAP sales and marketing	$	5,328	$	6,663		(20%)		(21%)

GAAP general and administrative	$	2,451	$	2,406
Add back:
Stock-based compensation expense		(316)		(393)
Non-GAAP general and administrative	$	2,135	$	2,013		6%		5%

GAAP operating expenses	$	14,554	$	15,930
Add back:
Stock-based compensation expense		(767)		(1,076)
Non-GAAP operating expenses	$	13,787	$	14,854		(7%)		(8%)

[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.

eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)


	Nine Months Ended March 31,				Growth Rates		Constant Currency Growth Rates [1]
	2024		2023
Revenue:
SaaS revenue	$	64,480	$	66,911		(4%)		(5%)
Legacy revenue		163		606		(73%)		(75%)
GAAP subscription		64,643		67,517		(4%)		(6%)
GAAP professional services		5,698		5,859		(3%)		(4%)
Total GAAP revenue	$	70,341	$	73,376		(4%)		(5%)

SaaS and professional services revenue:
SaaS revenue	$	64,480	$	66,911		(4%)		(5%)
Professional Services		5,698		5,859		(3%)		(4%)
Total SaaS and professional services revenue	$	70,178	$	72,770		(4%)		(5%)

Cost of Revenue:
GAAP subscription	$	14,643	$	13,795
Non-GAAP subscription	$	14,643	$	13,795

GAAP professional services	$	6,043	$	6,834
Add back:
Stock-based compensation		(924)		(1,213)
Non-GAAP professional services	$	5,119	$	5,621

GAAP total cost of revenue	$	20,686	$	20,629
Add back:
Stock-based compensation		(924)		(1,213)
Non-GAAP total cost of revenue	$	19,762	$	19,416		2%		1%

Gross Profit:
Non-GAAP subscription	$	50,000	$	53,722
Non-GAAP professional services		579		238
Non-GAAP gross profit	$	50,579	$	53,960		(6%)		(8%)

Operating expenses:
GAAP research and development	$	19,947	$	20,749
Add back:
Stock-based compensation expense		(1,095)		(1,633)
Non-GAAP research and development	$	18,852	$	19,116		(1%)		(2%)

GAAP sales and marketing	$	16,901	$	25,191
Add back:
Stock-based compensation expense		(476)		(997)
Non-GAAP sales and marketing	$	16,425	$	24,194		(32%)		(34%)

GAAP general and administrative	$	8,028	$	7,776
Add back:
Stock-based compensation expense		(1,018)		(1,440)
Non-GAAP general and administrative	$	7,010	$	6,336		11%		10%

GAAP operating expenses	$	44,876	$	53,716
Add back:
Stock-based compensation expense		(2,589)		(4,070)
Non-GAAP operating expenses	$	42,287	$	49,646		(15%)		(16%)

Document and Entity Information	May 09, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 09, 2024
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