8-K - EGAN - Equibles

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 10, 2021

(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)

(Former Name or Former Address, if Changed Since Last Report)<br><br>
(408) 636-4500<br><br>(Registrant’s telephone number, including area code)<br><br>(Former Name or Former Address, if Changed Since Last Report)<br><br>

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 par value	EGAN	The Nasdaq Stock Market LLC

Item 2.02Results of Operations and Financial Condition.

The following information in this Item 2.02 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 10, 2021, eGain Corporation (“eGain” or the “Company”) issued a press release announcing results for its fiscal second quarter December 31, 2020. 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 10, 2021, of eGain Corporation

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.

<br><br>		<br><br>
<br><br>Date: February 10, 2021		<br><br>eGain Corporation
		<br><br>
	By:	/s/ Eric N. Smit
		Eric N. Smit<br><br>Chief Financial Officer <br>(Duly Authorized Officer and<br><br>Principal Financial and Accounting Officer)

Exhibit 99.1

eGain Reports SaaS Revenue Growth of 21% for First Six Months of Fiscal 2021

Sunnyvale, CA (February 10, 2021) – eGain (NASDAQ: EGAN), a leading provider of omnichannel customer engagement solutions, today announced financial results for its fiscal 2021 second quarter ended December 31, 2020.

“We delivered solid results in the quarter, with healthy SaaS revenue growth and expanding gross margins,” said Ashu Roy, eGain’s CEO. “Our SaaS logo wins are up again 100% year over year for the second quarter in a row. We continue to win new logos with our partner Cisco and during the quarter we added our first Avaya CcaaS customers. Our recently launched SmartIVR™ capability is generating strong market interest, enabling enterprises to quickly shift from voice to digital to cater to customer preference, while driving self-service automation. Our investments in sales and marketing are starting to pay off with the doubling of our sales pipeline, year over year, and we look forward to accelerated SaaS revenue growth in the quarters to come.”

Fiscal 2021 Second Quarter Financial Highlights

●	SaaS revenue was $16.2 million, up 15% year over year.
●	Total revenue was $19.2 million, up 6% year over year.
---	---
●	Subscription gross margin was 82%, up 400 basis points year over year.
---	---
●	Total gross margin was 76%, up 500 basis points year over year.
---	---
●	GAAP net income was $1.6 million, or $0.05 per diluted share, compared to GAAP net income of $2.0 million, or $0.06 per diluted share, in the year ago quarter.
---	---
●	Non-GAAP net income was $2.0 million, or $0.06 per diluted share, compared to non-GAAP net income of $2.5 million, or $0.08 per diluted share, in the year ago quarter.
---	---
●	Total cash and cash equivalents were $54.2 million, compared to $40.3 million, in the year ago quarter.
---	---

Fiscal 2021 First Six Months Financial Highlights

●	SaaS revenue was $32.1 million, up 21% year over year.
●	Total revenue was $38.3 million, up 8% year over year.
---	---
●	Subscription gross margin was 82%, up 500 basis points year over year.
---	---
●	Total gross margin was 76%, up 600 basis points year over year.
---	---
●	GAAP net income was $3.7 million, or $0.11 per diluted share, compared to GAAP net income of $3.2 million, or $0.10 per diluted share, in the year ago quarter.
---	---
●	Non-GAAP net income was $4.6 million, or $0.14 per diluted share, compared to non-GAAP net income of $4.3 million, or $0.13 per diluted share, in the year ago quarter.
---	---
●	Cash provided by operations was $5.9 million, or 16% operating cash flow margin.
---	---

Fiscal 2021 Third Quarter Financial Guidance

For the third quarter of fiscal 2021 ending March 31, 2021, eGain expects:

●	SaaS revenue of between $15.8 million to $16.3 million.
●	Total revenue of between $18.3 million to $18.8 million.
---	---
●	GAAP net loss of $500,000 to $1.5 million, or $(0.02) to $(0.05) per share.
---	---
●	Non-GAAP net loss of breakeven to $1.0 million, or $0.00 per basic share to $(0.03) per share.
---	---

Guidance Assumptions:

●	Includes an expected $300,000 sequential decline in SaaS revenue due to fewer days in the fiscal third quarter than in the second quarter.
●	Includes an expected $400,000 sequential decline in SaaS revenue due to seasonal volume increases in the second quarter that are not expected to repeat in the fiscal third quarter.
---	---
●	Includes stock-based compensation expense of approximately $500,000.
---	---
●	Includes depreciation and amortization of approximately $100,000.
---	---
●	Weighted average shares outstanding of approximately 32.9 million.
---	---

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures as supplemental information relating to our operating results. Such non-GAAP financial measures are adjusted for stock-based compensation expense and amortization of acquired intangible assets. 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, and may be different from non-GAAP measures used by other companies. eGain’s management uses these non-GAAP measures to compare the Company’s 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 the Company’s 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 its 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 the Company’s business.

Conference Call Information

eGain will discuss its fiscal 2021 second quarter results today via teleconference at 2:00 p.m., Pacific Time. To access the live call, dial 800-437-2398 (US and Canada) or +1 929-477-0577 (international) and give the participant passcode 4421302. A live and archived webcast of the call will also be accessible on the “Investor relations” section of the Company’s website at www.egain.com. In addition, a phone replay will be available approximately two hours following the end of the call and will remain available for one week.

About eGain

eGain customer engagement solutions deliver digital transformation for leading brands – powered by virtual assistance, AI, knowledge, and analytics. Our comprehensive suite of applications helps clients deliver memorable, digital-first customer experiences in an omnichannel world. To find out more about eGain, visit http://www.egain.com.

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. These forward-looking statements are based on current expectations and include our expectations with respect to revenue and GAAP and non-GAAP net income for the third quarter of fiscal year 2021. 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, the Company’s 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 fiscal year ending June 30, 2021 and third quarter of fiscal year 2021. The risks and uncertainties referred to above include, but are not limited to: risks associated with current economic uncertainties tied to the COVID-19 pandemic, including but not limited to its effect on customer demand for the Company’s products and services and the impact of potential delays in customer payments; risks associated with the transition to a work-from-home environment; 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 2

investments in sales to drive growth; current general economic and market conditions associated with the COVID-19 pandemic and otherwise, which may adversely affect our industry; general political or destabilizing events, including war, conflict or acts of terrorism; the effect of evolving domestic and foreign government regulations, including those addressing data privacy 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 11, 2020 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. The Company assumes no obligation and does 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 Corp. 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: 213-277-5550

Email: egan@mkr-group.com

eGain Corporation

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	December 31,			June 30,
	2020		****	2020
ASSETS
Current assets:
Cash and cash equivalents	$	54,203		$	46,609
Restricted cash		7			6
Accounts receivable, net		16,649			22,708
Costs capitalized to obtain revenue contracts, net		1,148			1,066
Prepaid expenses		1,817			2,514
Other current assets		575			617
Total current assets		74,399			73,520
Property and equipment, net		851			713
Operating lease right-of-use assets		2,323			2,962
Costs capitalized to obtain revenue contracts, net of current portion		2,251			2,380
Intangible assets, net		—			26
Goodwill		13,186			13,186
Other assets		941			918
Total assets	$	93,951		$	93,705
****
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,850		$	2,429
Accrued compensation		5,822			7,916
Accrued liabilities		3,765			3,423
Operating lease liabilities		1,675			1,753
Deferred revenue		33,724			36,644
Total current liabilities		46,836			52,165
Deferred revenue, net of current portion		4,731			4,826
Operating lease liabilities, net of current portion		771			1,385
Other long-term liabilities		815			688
Total liabilities		53,153			59,064
Commitments and contingencies
Stockholders' equity:
Common stock		31			31
Additional paid-in capital		376,546			374,399
Notes receivable from stockholders		(91)			(90)
Accumulated other comprehensive loss		(1,270)			(1,631)
Accumulated deficit		(334,418)			(338,068)
Total stockholders' equity		40,798			34,641
Total liabilities and stockholders' equity	$	93,951		$	93,705

eGain Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2020		****	2019		****	2020		****	2019
Revenue:
Subscription	$	17,699		$	16,343		$	35,447		$	31,914
Professional services		1,534			1,812			2,849			3,430
Total revenue		19,233			18,155			38,296			35,344
Cost of revenue:
Cost of subscription		3,248			3,557			6,470			7,307
Cost of professional services		1,463			1,687			2,873			3,251
Total cost of revenue		4,711			5,244			9,343			10,558
Gross profit		14,522			12,911			28,953			24,786
Operating expenses:
Research and development		4,508			4,052			9,013			8,050
Sales and marketing		6,266			4,821			11,897			9,559
General and administrative		1,852			2,036			3,796			4,081
Total operating expenses		12,626			10,909			24,706			21,690
Income from operations		1,896			2,002			4,247			3,096
Interest income, net		2			124			6			271
Other expense, net		(160)			(186)			(323)			(21)
Income before income tax (provision) benefit		1,738			1,940			3,930			3,346
Income tax (provision) benefit		(132)			33			(280)			(156)
Net income	$	1,606		$	1,973		$	3,650		$	3,190
Per share information:
Earnings per share:
Basic	$	0.05		$	0.06		$	0.12		$	0.10
Diluted	$	0.05		$	0.06		$	0.11		$	0.10
Weighted-average shares used in computation:
Basic		30,967			30,571			30,910			30,539
Diluted		32,732			31,880			32,605			31,858

Stock-based compensation included in above costs and expenses:
Cost of revenue	$	80		$	52		$	155		$	85
Research and development		144			201			302			378
Sales and marketing		175			131			306			278
General and administrative		27			98			133			192
	$	426		$	482		$	896		$	933

Amortization of intangible assets included in above costs and expenses:
Cost of revenue	$	—		$	67		$	26		$	134
	$	—		$	67		$	26		$	134

eGain Corporation

GAAP to Non-GAAP Reconciliation Table

(in thousands, except per share data)

(unaudited)


	Three Months EndedDecember 31,				Six Months EndedDecember 31,
	2020		2019		2020		2019
Income from operations	$	1,896	$	2,002	$	4,247	$	3,096
Add:
Stock-based compensation		426		482		896		933
Amortization of intangibles assets		—		67		26		134
Non-GAAP income from operations	$	2,322	$	2,551	$	5,169	$	4,163

Net income	$	1,606	$	1,973	$	3,650	$	3,190
Add:
Stock-based compensation		426		482		896		933
Amortization of intangibles assets		—		67		26		134
Non-GAAP net income	$	2,032	$	2,522	$	4,572	$	4,257
Per share information:
Non-GAAP earnings per share:
Basic	$	0.07	$	0.08	$	0.15	$	0.14
Diluted	$	0.06	$	0.08	$	0.14	$	0.13
Weighted-average shares used in computation:
Basic		30,967		30,571		30,910		30,539
Diluted		32,732		31,880		32,605		31,858

eGain Corporation

Other GAAP to Non-GAAP Supplemental Financial Information

(in thousands)

(unaudited)


	Three Months EndedDecember 31,				Growth Rates		Constant Currency Growth Rates [1]
	2020		2019
Revenue:
SaaS revenue	$	16,177	$	14,045		15%		14%
Legacy revenue		1,522		2,298		(34%)		(32%)
GAAP subscription		17,699		16,343		8%		8%
GAAP professional services		1,534		1,812		(15%)		(16%)
Total GAAP revenue	$	19,233	$	18,155		6%		6%

SaaS and professional services revenue:
SaaS revenue	$	16,177	$	14,045		15%		14%
Professional Services		1,534		1,812		(15%)		(16%)
Total SaaS and professional services revenue	$	17,711	$	15,857		12%		11%

Cost of Revenue:
GAAP subscription	$	3,248	$	3,557
Add back:
Amortization of intangible assets		—		(67)
Non-GAAP subscription	$	3,248	$	3,490

GAAP professional services	$	1,463	$	1,687
Add back:
Stock-based compensation		(80)		(52)
Non-GAAP professional services	$	1,383	$	1,635

GAAP total cost of revenue	$	4,711	$	5,244
Add back:
Stock-based compensation		(80)		(52)
Amortization of intangible assets		—		(67)
Non-GAAP total cost of revenue	$	4,631	$	5,125		(10%)		(9%)

Gross Profit:
Non-GAAP subscription	$	14,451	$	12,853
Non-GAAP professional services		151		177
Non-GAAP gross profit	$	14,602	$	13,030		12%		11%

Operating expenses:
GAAP research and development	$	4,508	$	4,052
Add back:
Stock-based compensation expense		(144)		(201)
Amortization of acquired intangible assets		-		-
Non-GAAP research and development	$	4,364	$	3,851		13%		14%

GAAP sales and marketing	$	6,266	$	4,821
Add back:
Stock-based compensation expense		(175)		(131)
Amortization of acquired intangible assets		—		-
Non-GAAP sales and marketing	$	6,091	$	4,690		30%		29%

GAAP general and administrative	$	1,852	$	2,036
Add back:
Stock-based compensation expense		(27)		(98)
Amortization of acquired intangible assets		—		—
Non-GAAP general and administrative	$	1,825	$	1,938		(6%)		(6%)

GAAP operating expenses	$	12,626	$	10,909
Add back:
Stock-based compensation expense		(346)		(430)
Amortization of acquired intangible assets		—		—
Non-GAAP operating expenses	$	12,280	$	10,479		17%		17%

[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 EndedDecember 31,				Growth Rates		Constant Currency Growth Rates [1]
	2020		2019
Revenue:
SaaS	$	32,148	$	26,462		21%		20%
Legacy revenue		3,299		5,452		(39%)		(41%)
GAAP subscription		35,447		31,914		11%		10%
GAAP professional services		2,849		3,430		(17%)		(18%)
Total GAAP revenue	$	38,296	$	35,344		8%		7%

SaaS and professional services revenue:
SaaS	$	32,148	$	26,462		21%		20%
Professional Services		2,849		3,430		(17%)		(18%)
Total SaaS and professional services revenue	$	34,997	$	29,892		17%		16%

Cost of Revenue:
GAAP subscription	$	6,470	$	7,307
Add back:
Amortization of intangible assets		(26)		(134)
Non-GAAP subscription	$	6,444	$	7,173

GAAP professional services	$	2,873	$	3,251
Add back:
Stock-based compensation		(155)		(85)
Non-GAAP professional services	$	2,718	$	3,166

GAAP total cost of revenue	$	9,343	$	10,558
Add back:
Stock-based compensation		(155)		(85)
Amortization of intangible assets		(26)		(134)
Non-GAAP total cost of revenue	$	9,162	$	10,339		(11%)		(12%)

Gross Profit:
Non-GAAP subscription	$	29,003	$	24,741
Non-GAAP professional services		131		264
Non-GAAP gross profit	$	29,134	$	25,005		17%		15%

Operating expenses:
GAAP research and development	$	9,013	$	8,050
Add back:
Stock-based compensation expense		(302)		(378)
Amortization of acquired intangible assets		-		-
Non-GAAP research and development	$	8,711	$	7,672		14%		14%

GAAP sales and marketing	$	11,897	$	9,559
Add back:
Stock-based compensation expense		(306)		(278)
Amortization of acquired intangible assets		—		-
Non-GAAP sales and marketing	$	11,591	$	9,281		25%		24%

GAAP general and administrative	$	3,796	$	4,081
Add back:
Stock-based compensation expense		(133)		(192)
Amortization of acquired intangible assets		—		—
Non-GAAP general and administrative	$	3,663	$	3,889		(6%)		(6%)

GAAP operating expenses	$	24,706	$	21,690
Add back:
Stock-based compensation expense		(741)		(848)
Amortization of acquired intangible assets		—		—
Non-GAAP operating expenses	$	23,965	$	20,842		15%		14%