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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 and Exchange Act of 1934

Date of Report: September 8, 2022

(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 Number)

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))

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. ☐

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

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 September 8, 2022, eGain Corporation (“eGain”) issued a press release announcing results for its fiscal quarter ended June 30, 2022. 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 September 8, 2022, of eGain Corporation.

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 thereunto duly authorized.

Date: September 8, 2022

eGain Corporation

By:

/s/ Eric N. Smit

Eric N. Smit

Chief Financial Officer
(Duly Authorized Officer and

Principal Financial and Accounting Officer)

3

EX-99.1 2 egan-20220908xex99d1.htm EX-99.1

Exhibit 99.1

eGain Reports 21% SaaS Revenue Growth for Fiscal 2022 Driven by Increased Demand

for Knowledge Powered Digital Customer Engagement Solutions

eGain to Host Analyst/Investor Day on October 11th at its Annual User Group Meeting in Las Vegas

Sunnyvale, CA (September 8, 2022) – eGain (Nasdaq: EGAN), the leading AI knowledge platform for customer engagement automation, today announced financial results for its fiscal 2022 fourth quarter and full year ended June 30, 2022.

“We finished the year strong, delivering top and bottom-line results ahead of our guidance and street consensus,” said Ashu Roy, eGain’s CEO. “Demand for our knowledge powered customer engagement offering is robust and we are well positioned to continue our positive momentum and grow our market share in our new fiscal year. During the year, we generated over $8 million in cash from operations, strengthening our balance sheet while also investing in product, sales and marketing to drive continued revenue growth.”

Fiscal 2022 Fourth Quarter Financial Highlights

Total revenue was $23.5 million, up 16% year over year (20% in constant currency).
SaaS revenue was $20.6 million, up 15% year over year (18% in constant currency).
GAAP net loss was $1.6 million, or $0.05 per share on a basic and diluted basis, compared to GAAP net income of $2.0 million, or $0.07 per share on a basic basis and $0.06 per share on a diluted basis, in Q4 2021.
Non-GAAP net income was $893,000, or $0.03 per share on a basic and diluted basis, compared to non-GAAP net income of $2.5 million, or $0.08 per share on a basic and diluted basis, in Q4 2021.
Cash provided by operations was $2.3 million, or 10% operating cash flow margin.

Fiscal 2022 Full Year Financial Highlights

Total revenue was $92.0 million, up 17% year over year (18% in constant currency).
SaaS revenue was $80.9 million, up 21% year over year (21% in constant currency).
GAAP net loss was $2.4 million, or $0.08 per share on a basic and diluted basis, compared to GAAP net income of $7.0 million, or $0.22 per share on a basic basis and $0.21 per share on a diluted basis, in fiscal year 2021.
Non-GAAP net income was $8.9 million, or $0.28 per share on a basic basis and $0.27 per share on a diluted basis, compared to non-GAAP net income of $8.7 million, or $0.28 per share on a basic basis and $0.27 per share on a diluted basis, in fiscal 2021.
Cash provided by operations for fiscal 2022 was $8.1 million, or 9% operating cash flow margin.
Total cash and cash equivalents, as of June 30, 2022, was $72.2 million, up 14% compared to $63.2 million as of June 30, 2021.

Fiscal 2023 First Quarter Financial Guidance

For the first quarter of fiscal 2023 ending September 30, 2022, eGain expects:

Total revenue of between $24.0 million to $24.5 million, representing growth of 12% to 14% year over year.
Non-GAAP total revenue, adjusted for constant currency, of between $25.1 million to $25.6 million, representing growth of 17% to 19%.
GAAP net loss of $2.1 million to $2.3 million, or $0.07 per share.
o Includes stock-based compensation expense of approximately $2.5 million.
o Includes depreciation and amortization of approximately $120,000.
Non-GAAP net income of $200,000 to $400,000, or $0.01 per share.

1


Fiscal 2023 Financial Guidance

For the fiscal 2023 full year ending June 30, 2023, eGain expects:

Total revenue of between $101.0 million to $103.0 million, representing growth of 10% to 12% year over year.
Non-GAAP total revenue, adjusted for constant currency, of between $103.2 million to $105.3 million, representing growth of 12% to 15%.
GAAP net loss of $3.7 million to $4.7 million, or $0.12 to $0.15 per share.
o Includes stock-based compensation expense of approximately $8.5 million.
o Includes depreciation and amortization of approximately $500,000.
Non-GAAP net income of $3.8 million to $4.8 million, or $0.12 to $0.15 per share.

Guidance Assumption:

Weighted average shares outstanding are expected to be approximately 31.9 million for the first quarter of fiscal 2023 and 32.0 million for fiscal year 2023.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures as supplemental information relating to our operating results, including non-GAAP total revenue that is only adjusted for constant currency to provide better visibility into the underlying business trends and non-GAAP net income. The non-GAAP net income measures are adjusted for stock-based compensation expense and amortization of acquired intangible assets. 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.

Conference Call Information

eGain will discuss its fiscal 2022 fourth quarter and full year results today via teleconference at 2:00 p.m. Pacific Time. To access the live call, dial 877-270-2148 (U.S. toll free) or +1 412-902-6510 (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 our website at www.egain.com. In addition, a phone replay of the conference call will be available starting two hours after the call and remain in effect for one week. To access the phone replay, dial 877-344-7529 (U.S. toll free) or 412-317-0088 (International). The replay access code is 2970911.

Analyst/Investor Day

eGain will host an analyst/investor day event on October 11th at its annual user group meeting, eGain Solve 22, in Las Vegas. To learn more about this event and to register visit: https://www.egain.com/solve/#agenda Infused with AI, our knowledge-powered software automates digital-first experiences for enterprises and government agencies.

2


About eGain

Pre-connected with leading CRM and contact center systems, the eGain platform delivers quick value and easy innovation with virtual assistance, customer self-service, and modern agent desktop tools. Visit www.egain.com for more information.

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 first quarter of fiscal 2023 ending September 30, 2022 and fiscal 2023 full year ending June 30, 2023; our market opportunity; and expectations regarding our growth prospects for fiscal 2023 year ending June 30, 2023. 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 first quarter of fiscal 2023 and fiscal 2023 year ending June 30, 2023. The risks and uncertainties referred to above include, but are not limited to: risks to our business, operating results, financial condition, and prospects from the COVID-19 pandemic and related economic downturns, including but not limited to, its effect on customer demand for our products and services and the impact of potential delays in customer payments; 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 filed on September 10, 2021 and subsequent reports filed with the Securities and Exchange Commission, which are available on the Securities and Exchange Commission’s web site 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)

(unaudited)

    

June 30, 

    

June 30, 

2022

2021

ASSETS

Current assets:

Cash and cash equivalents

$

72,173

$

63,231

Restricted cash

7

7

Accounts receivable, less allowance for doubtful accounts of $123 and $434 as of June 30, 2022 and 2021, respectively

26,961

26,311

Costs capitalized to obtain revenue contracts, net

1,487

1,323

Prepaid expenses

2,612

3,028

Other current assets

895

778

Total current assets

104,135

94,678

Property and equipment, net

831

705

Operating lease right-of-use assets

3,850

2,191

Costs capitalized to obtain revenue contracts, net of current portion

3,136

2,612

Goodwill

13,186

13,186

Other assets, net

871

1,191

Total assets

$

126,009

$

114,563

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

1,706

$

3,068

Accrued compensation

8,708

8,444

Accrued liabilities

4,926

4,352

Operating lease liabilities

1,044

1,466

Deferred revenue

45,638

46,211

Total current liabilities

62,022

63,541

Deferred revenue, net of current portion

3,785

3,332

Operating lease liabilities, net of current portion

2,537

797

Other long-term liabilities

808

832

Total liabilities

69,152

68,502

Stockholders’ equity:

Common stock, $0.001 par value – authorized: 60,000 and 50,000 shares; outstanding: 31,930 and 31,231 shares as of June 30, 2022 and 2021, respectively

32

31

Additional paid-in capital

393,157

378,451

Notes receivable from stockholders

(95)

(92)

Accumulated other comprehensive loss

(2,687)

(1,220)

Accumulated deficit

(333,550)

(331,109)

Total stockholders’ equity

56,857

46,061

Total liabilities and stockholders’ equity

$

126,009

$

114,563

4


eGain Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three Months Ended

Year Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

Revenue:

Subscription

$

21,378

$

18,846

$

84,557

$

72,371

Professional services

2,126

1,402

7,394

5,916

Total revenue

23,504

20,248

91,951

78,287

Cost of revenue:

Cost of subscription

3,969

3,696

14,780

13,507

Cost of professional services

2,632

1,383

9,757

5,760

Total cost of revenue

6,601

5,079

24,537

19,267

Gross profit

16,903

15,169

67,414

59,020

Operating expenses:

Research and development

6,399

4,549

24,387

17,933

Sales and marketing

9,494

7,176

33,746

25,999

General and administrative

2,732

1,930

11,419

7,749

Total operating expenses

18,625

13,655

69,552

51,681

(Loss) Income from operations

(1,722)

1,514

(2,138)

7,339

Interest income

87

2

94

13

Other income (expense), net

656

144

838

(559)

(Loss) Income before income tax provision

(979)

1,660

(1,206)

6,793

Income tax (provision) benefit

(572)

388

(1,235)

166

Net (loss) income

$

(1,551)

$

2,048

$

(2,441)

$

6,959

Per share information:

(Loss) Earnings per share:

Basic

$

(0.05)

$

0.07

$

(0.08)

$

0.22

Diluted

$

(0.05)

$

0.06

$

(0.08)

$

0.21

Weighted-average shares used in computation:

Basic

31,861

31,144

31,553

31,007

Diluted

31,861

32,561

31,553

32,597

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

Cost of revenue

$

707

$

83

$

3,056

$

326

Research and development

625

115

2,935

509

Sales and marketing

527

182

2,367

657

General and administrative

585

56

3,022

208

Total stock-based compensation

$

2,444

$

436

$

11,380

$

1,700

Summary of amortization of purchased intangibles from business combinations in the costs and expenses above:

Cost of revenue

$

$

$

$

26

Total amortization of intangible assets

$

$

$

$

26

5


eGain Corporation

GAAP to Non-GAAP Reconciliation Table

(in thousands, except per share data)

(unaudited)

Three Months Ended

Year Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

(Loss) Income from operations

$

(1,722)

$

1,514

$

(2,138)

$

7,339

Add:

Stock-based compensation

2,444

436

11,380

1,700

Amortization of intangible assets

26

Non-GAAP income from operations

$

722

$

1,950

$

9,242

$

9,065

Three Months Ended

Year Ended

June 30, 

June 30, 

2022

    

2021

    

2022

    

2021

Net (loss) income

$

(1,551)

$

2,048

$

(2,441)

$

6,959

Add:

Stock-based compensation

2,444

436

11,380

1,700

Amortization of intangible assets

26

Non-GAAP net income

$

893

$

2,484

$

8,939

$

8,685

Per share information:

Non-GAAP earnings per share:

Basic

$

0.03

$

0.08

$

0.28

$

0.28

Diluted

$

0.03

$

0.08

$

0.27

$

0.27

Weighted-average shares used in computation:

Basic

 

31,861

 

31,144

 

31,553

 

31,007

Diluted

 

32,906

 

32,561

 

32,803

 

32,597

6


eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)

Three Months Ended
June 30,

Growth Rates

Constant Currency Growth Rates [1]

2022

2021

Revenue:

    

SaaS revenue

$

20,573

$

17,906

15%

18%

Legacy revenue

805

940

(14%)

(10%)

GAAP subscription

21,378

18,846

13%

17%

GAAP professional services

2,126

1,402

52%

56%

Total GAAP revenue

$

23,504

$

20,248

16%

20%

SaaS and professional services revenue:

SaaS revenue

$

20,573

$

17,906

15%

18%

Professional Services

2,126

1,402

52%

56%

Total SaaS and professional services revenue

$

22,699

$

19,308

18%

21%

Cost of Revenue:

    

GAAP subscription

$

3,969

$

3,696

Add back:

Non-GAAP subscription

$

3,969

$

3,696

GAAP professional services

$

2,632

$

1,383

Add back:

Stock-based compensation

(707)

(83)

Non-GAAP professional services

$

1,925

$

1,300

GAAP total cost of revenue

$

6,601

$

5,079

Add back:

Stock-based compensation

(707)

(83)

Non-GAAP total cost of revenue

$

5,894

$

4,996

18%

20%

Gross Profit:

Non-GAAP subscription

$

17,409

$

15,150

Non-GAAP professional services

201

102

Non-GAAP gross profit

$

17,610

$

15,252

15%

19%

Operating expenses:

GAAP research and development

$

6,399

$

4,549

Add back:

Stock-based compensation expense

(625)

(115)

Non-GAAP research and development

$

5,774

$

4,434

30%

33%

GAAP sales and marketing

$

9,494

$

7,176

Add back:

Stock-based compensation expense

(527)

(182)

Non-GAAP sales and marketing

$

8,967

$

6,994

28%

32%

GAAP general and administrative

$

2,732

$

1,930

Add back:

Stock-based compensation expense

(585)

(56)

Non-GAAP general and administrative

$

2,147

$

1,874

15%

17%

GAAP operating expenses

$

18,625

$

13,655

Add back:

Stock-based compensation expense

(1,737)

(353)

Non-GAAP operating expenses

$

16,888

$

13,302

27%

30%

[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


eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)

Year Ended
June 30,

Growth Rates

Constant Currency Growth Rates [1]

2022

2021

Revenue:

    

    

SaaS revenue

$

80,904

$

66,929

21%

21%

Legacy revenue

3,653

5,442

(33%)

(33%)

GAAP subscription

84,557

72,371

17%

17%

GAAP professional services

7,394

5,916

25%

26%

Total GAAP revenue

$

91,951

$

78,287

17%

18%

SaaS and professional services revenue:

SaaS revenue

$

80,904

$

66,929

21%

21%

Professional Services

7,394

5,916

25%

26%

Total SaaS and professional services revenue

$

88,298

$

72,845

21%

22%

Cost of Revenue:

    

GAAP subscription

$

14,780

$

13,507

Add back:

Amortization of intangible assets

(26)

Non-GAAP subscription

$

14,780

$

13,481

GAAP professional services

$

9,757

$

5,760

Add back:

Stock-based compensation

(3,056)

(326)

Non-GAAP professional services

$

6,701

$

5,434

GAAP total cost of revenue

$

24,537

$

19,267

Add back:

Stock-based compensation

(3,056)

(326)

Amortization of intangible assets

(26)

Non-GAAP total cost of revenue

$

21,481

$

18,915

14%

14%

Gross Profit:

Non-GAAP subscription

$

69,777

$

58,890

Non-GAAP professional services

693

482

Non-GAAP gross profit

$

70,470

$

59,372

19%

19%

Operating expenses:

GAAP research and development

$

24,387

$

17,933

Add back:

Stock-based compensation expense

(2,935)

(509)

Non-GAAP research and development

$

21,452

$

17,424

23%

24%

GAAP sales and marketing

$

33,746

$

25,999

Add back:

Stock-based compensation expense

(2,367)

(657)

Non-GAAP sales and marketing

$

31,379

$

25,342

24%

24%

GAAP general and administrative

$

11,419

$

7,749

Add back:

Stock-based compensation expense

(3,022)

(208)

Non-GAAP general and administrative

$

8,397

$

7,541

11%

12%

GAAP operating expenses

$

69,552

$

51,681

Add back:

Stock-based compensation expense

(8,324)

(1,374)

Non-GAAP operating expenses

$

61,228

$

50,307

22%

22%

[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.

8