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0001066194false00010661942023-02-142023-02-14

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: February 14, 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 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 February 14, 2023, eGain Corporation (“eGain”) issued a press release announcing results for its fiscal quarter ended December 31, 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 February 14, 2023, 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: February 14, 2023

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-20230214xex99d1.htm EX-99.1

Exhibit 99.1

eGain Reports Record Revenue in Second Quarter of Fiscal 2023

Sunnyvale, CA (February 14, 2023) – eGain (Nasdaq: EGAN), a leading knowledge platform for customer engagement automation, today announced financial results for its fiscal 2023 second quarter ended December 31, 2022.

“We delivered another quarter of record revenue, ahead of our guidance and consensus estimates, and generated over $7 million in cash from operations,” said Ashu Roy, eGain’s CEO. “While sales cycles continue to lengthen in the current environment, market interest in knowledge-powered customer engagement remains high.”

“Last week, we announced eGain Instant Answers™, a radically simple experience powered by Generative AI technology for knowledge users. Exciting innovation like this position us well as business conditions improve.”

Fiscal 2023 Second Quarter Financial Highlights

Total revenue was $25.6 million, up 11% year over year (15% in constant currency).
SaaS revenue was $23.4 million, up 15% year over year (18% in constant currency).
GAAP net loss was $104,000, or $0.00 per share on a basic and diluted basis, compared to GAAP net loss of $826,000, or $0.03 per share on a basic and diluted basis in Q2 2022.
Non-GAAP net income was $1.7 million, or $0.05 per share on a basic and diluted basis, compared to non-GAAP net income of $3.0 million, or $0.10 per share on a basic and $0.09 per share on a diluted basis in Q2 2022.
Cash flow from operations was $7.4 million, or 29% operating cash flow margin.
Total cash and cash equivalents were $80.9 million, compared to $68.5 million in Q2 2022.

Fiscal 2023 First Six Months Financial Highlights

Total revenue was $50.4 million, up 13% year over year (17% in constant currency).
SaaS revenue was $46.1 million, up 16% year over year (20% in constant currency).
GAAP net loss was $120,000, or $0.00 per share on a basic and diluted basis, compared to GAAP net loss of $275,000, or $0.01 per share on a basic and diluted basis in Q2 2022.
Non-GAAP net income was $3.7 million, or $0.12 per share on a basic basis and $0.11 per share on a diluted basis, compared to non-GAAP net income of $5.7 million, or $0.18 per share on a basic and $0.17 per share on a diluted basis in Q2 2022.
Cash provided from operations was $8.2 million, or an operating cash flow margin of 16%.

Fiscal 2023 Third Quarter Financial Guidance

For the third quarter of fiscal 2023 ending March 31, 2023, eGain expects:

Total revenue of between $23.0 million to $23.5 million.
Non-GAAP total revenue, adjusted for constant currency, of between $23.5 million to $24.0 million.
GAAP net loss of $1.2 million to $1.6 million, or $0.04 to $0.05 per share.
o Includes stock-based compensation expense of approximately $1.6 million.
o Includes depreciation and amortization of approximately $125,000.
Non-GAAP net income of breakeven to $400,000, or $0.00 to $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 $97.0 million to $99.0 million.
Non-GAAP total revenue, adjusted for constant currency, of between $100.0 million to $102.0 million.
GAAP net loss of $700,000 to $2.7 million, or $0.02 to $0.08 per share.
o Includes stock-based compensation expense of approximately $7.0 million.
o Includes depreciation and amortization of approximately $600,000.
Non-GAAP net income of $4.3 million to $6.3 million, or $0.13 to $0.20 per share.

Guidance Assumption:

Weighted average shares outstanding are expected to be approximately 32.1 million for the third quarter of fiscal 2023 and 32.3 million for the full 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 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 total revenue, a non-GAAP measure used to describe eGain’s expected performance. We have not presented a reconciliation of this non-GAAP measure to eGain’s projected total revenue, 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 2023 second quarter results today via teleconference at 2:00 p.m. Pacific Time. To access the live call, dial +1 844-481-2704 (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 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 3626258.

About eGain

Infused with AI, our knowledge-powered software automates digital-first experiences for enterprises and government agencies. 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.

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 third quarter of fiscal 2023 ending March 31, 2023 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 third quarter of fiscal 2023 ending March 31, 2023, and fiscal 2023 full 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 13, 2022 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)

December 31, 

June 30, 

    

2022

    

2022

ASSETS

Current assets:

Cash and cash equivalents

$

80,867

$

72,173

Restricted cash

 

7

 

7

Accounts receivable, less allowance for doubtful accounts of $166 and $123 as of December 31, 2022 and June 30, 2022, respectively

 

16,470

 

26,961

Costs capitalized to obtain revenue contracts, net

 

1,423

 

1,487

Prepaid expenses

2,135

2,612

Other current assets

 

609

 

895

Total current assets

 

101,511

 

104,135

Property and equipment, net

 

863

 

831

Operating lease right-of-use assets

3,277

 

3,850

Costs capitalized to obtain revenue contracts, net of current portion

 

2,831

 

3,136

Goodwill

 

13,186

 

13,186

Other assets, net

 

1,007

 

871

Total assets

$

122,675

$

126,009

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

1,196

$

1,706

Accrued compensation

 

6,437

 

8,708

Accrued liabilities

 

5,095

 

4,926

Operating lease liabilities

 

1,005

 

1,044

Deferred revenue

 

41,768

 

45,638

Total current liabilities

 

55,501

 

62,022

Deferred revenue, net of current portion

 

2,968

 

3,785

Operating lease liabilities, net of current portion

 

2,042

 

2,537

Other long-term liabilities

 

793

 

808

Total liabilities

 

61,304

 

69,152

Stockholders' equity:

Common stock, par value $0.001 - authorized: 60,000 shares; outstanding: 32,131 and 31,930 shares as of December 31, 2022 and June 30, 2022, respectively

 

32

 

32

Additional paid-in capital

 

397,998

 

393,157

Notes receivable from stockholders

 

(96)

 

(95)

Accumulated other comprehensive loss

 

(2,893)

 

(2,687)

Accumulated deficit

 

(333,670)

 

(333,550)

Total stockholders' equity

 

61,371

 

56,857

Total liabilities and stockholders' equity

$

122,675

$

126,009

4


eGain Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three Months Ended

Six Months Ended

December 31, 

December 31, 

    

2022

    

2021

 

    

2022

    

2021

Revenue:

Subscription

$

23,614

$

21,306

$

46,537

$

41,451

Professional services

 

1,986

 

1,787

 

3,826

 

3,092

Total revenue

 

25,600

 

23,093

 

50,363

 

44,543

Cost of revenue:

Cost of subscription

 

4,424

 

3,521

 

8,402

 

7,008

Cost of professional services

 

2,328

 

2,580

 

4,632

 

4,392

Total cost of revenue

 

6,752

 

6,101

 

13,034

 

11,400

Gross profit

 

18,848

 

16,992

 

37,329

 

33,143

Operating expenses:

Research and development

 

7,188

 

6,186

 

14,062

 

11,795

Sales and marketing

 

8,895

 

8,155

 

18,354

 

15,558

General and administrative

 

2,552

 

3,281

 

5,370

 

5,730

Total operating expenses

 

18,635

 

17,622

 

37,786

 

33,083

Income (loss) from operations

 

213

 

(630)

 

(457)

 

60

Interest income

 

529

 

2

 

815

 

4

Other income (expense), net

 

(545)

 

(29)

 

265

 

(19)

Income (loss) before income tax provision

 

197

 

(657)

 

623

 

45

Income tax provision

 

(301)

 

(169)

 

(743)

 

(320)

Net loss

$

(104)

$

(826)

$

(120)

$

(275)

Per share information:

Loss per share:

Basic

$

(0.00)

$

(0.03)

$

(0.00)

$

(0.01)

Diluted

$

(0.00)

$

(0.03)

$

(0.00)

$

(0.01)

Weighted-average shares used in computation:

Basic

 

32,018

 

31,430

 

31,975

 

31,355

Diluted

 

32,018

 

31,430

 

31,975

 

31,355

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

Cost of revenue

$

412

$

1,006

$

842

$

1,524

Research and development

553

988

1,124

1,527

Sales and marketing

292

750

823

1,259

General and administrative

514

1,077

1,047

1,618

Total stock-based compensation

$

1,771

$

3,821

$

3,836

$

5,928

5


eGain Corporation

GAAP to Non-GAAP Reconciliation Table

(in thousands, except per share data)

(unaudited)

Three Months Ended
December 31,

Six Months Ended
December 31,

    

2022

2021

2022

2021

Income (loss) from operations

$

213

$

(630)

$

(457)

$

60

Add:

Stock-based compensation

1,771

3,821

3,836

5,928

Non-GAAP income from operations

$

1,984

$

3,191

$

3,379

$

5,988

Net loss

$

(104)

$

(826)

$

(120)

$

(275)

Add:

Stock-based compensation

1,771

3,821

3,836

5,928

Non-GAAP net income

$

1,667

$

2,995

$

3,716

$

5,653

Per share information:

Non-GAAP earnings per share:

Basic

$

0.05

$

0.10

$

0.12

$

0.18

Diluted

$

0.05

$

0.09

$

0.11

$

0.17

Weighted-average shares used in computation:

Basic

 

32,018

 

31,430

 

31,975

 

31,355

Diluted

 

32,870

 

32,745

 

32,881

 

32,753

6


eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)

Three Months Ended
December 31,

Growth Rates

Constant Currency Growth Rates [1]

2022

2021

Revenue:

    

SaaS revenue

$

23,429

$

20,451

15%

18%

Legacy revenue

185

855

(78%)

(76%)

GAAP subscription

23,614

21,306

11%

15%

GAAP professional services

1,986

1,787

11%

14%

Total GAAP revenue

$

25,600

$

23,093

11%

15%

SaaS and professional services revenue:

SaaS revenue

$

23,429

$

20,451

15%

18%

Professional Services

1,986

1,787

11%

14%

Total SaaS and professional services revenue

$

25,415

$

22,238

14%

18%

Cost of Revenue:

    

GAAP subscription

$

4,424

$

3,521

Non-GAAP subscription

$

4,424

$

3,521

GAAP professional services

$

2,328

$

2,580

Add back:

Stock-based compensation

(412)

(1,006)

Non-GAAP professional services

$

1,916

$

1,574

GAAP total cost of revenue

$

6,752

$

6,101

Add back:

Stock-based compensation

(412)

(1,006)

Non-GAAP total cost of revenue

$

6,340

$

5,095

24%

28%

Gross Profit:

Non-GAAP subscription

$

19,190

$

17,785

Non-GAAP professional services

70

213

Non-GAAP gross profit

$

19,260

$

17,998

7%

11%

Operating expenses:

GAAP research and development

$

7,188

$

6,186

Add back:

Stock-based compensation expense

(553)

(988)

Non-GAAP research and development

$

6,635

$

5,198

28%

31%

GAAP sales and marketing

$

8,895

$

8,155

Add back:

Stock-based compensation expense

(292)

(750)

Non-GAAP sales and marketing

$

8,603

$

7,405

16%

20%

GAAP general and administrative

$

2,552

$

3,281

Add back:

Stock-based compensation expense

(514)

(1,077)

Non-GAAP general and administrative

$

2,038

$

2,204

(8%)

(5%)

GAAP operating expenses

$

18,635

$

17,622

Add back:

Stock-based compensation expense

(1,359)

(2,815)

Non-GAAP operating expenses

$

17,276

$

14,807

17%

20%

[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)

Six Months Ended
December 31,

Growth Rates

Constant Currency Growth Rates [1]

2022

2021

Revenue:

    

SaaS revenue

$

46,057

$

39,645

16%

20%

Legacy revenue

480

1,806

(73%)

(69%)

GAAP subscription

46,537

41,451

12%

16%

GAAP professional services

3,826

3,092

24%

28%

Total GAAP revenue

$

50,363

$

44,543

13%

17%

SaaS and professional services revenue:

SaaS revenue

$

46,057

$

39,645

16%

20%

Professional Services

3,826

3,092

24%

28%

Total SaaS and professional services revenue

$

49,883

$

42,737

17%

21%

Cost of Revenue:

    

GAAP subscription

$

8,402

$

7,008

Non-GAAP subscription

$

8,402

$

7,008

GAAP professional services

$

4,632

$

4,392

Add back:

Stock-based compensation

(842)

(1,524)

Non-GAAP professional services

$

3,790

$

2,868

GAAP total cost of revenue

$

13,034

$

11,400

Add back:

Stock-based compensation

(842)

(1,524)

Non-GAAP total cost of revenue

$

12,192

$

9,876

23%

27%

Gross Profit:

Non-GAAP subscription

$

38,135

$

34,443

Non-GAAP professional services

36

224

Non-GAAP gross profit

$

38,171

$

34,667

10%

14%

Operating expenses:

GAAP research and development

$

14,062

$

11,795

Add back:

Stock-based compensation expense

(1,124)

(1,527)

Non-GAAP research and development

$

12,938

$

10,268

26%

30%

GAAP sales and marketing

$

18,354

$

15,558

Add back:

Stock-based compensation expense

(823)

(1,259)

Non-GAAP sales and marketing

$

17,531

$

14,299

23%

26%

GAAP general and administrative

$

5,370

$

5,730

Add back:

Stock-based compensation expense

(1,047)

(1,618)

Non-GAAP general and administrative

$

4,323

$

4,112

5%

8%

GAAP operating expenses

$

37,786

$

33,083

Add back:

Stock-based compensation expense

(2,994)

(4,404)

Non-GAAP operating expenses

$

34,792

$

28,679

21%

25%

[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