What changed in this filing

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Item 1. Financial Statements

2025-05-14 compared with 2025-02-13 · 204 added, 85 removed, 488 unchanged (37% of the section changed)

6 unchanged sentences

Restricted cash

Accounts receivable, less provision for credit losses of $ 67 and $ 59 as of December 31, 2024 and June 30, 2024, respectively

Accounts receivable, less provision for credit losses of $ 7 and $ 59 as of March 31, 2025 and June 30, 2024, respectively

Costs capitalized to obtain revenue contracts, net

20 unchanged sentences

Stockholders' equity:

Common stock, par value $ 0.001 - authorized:

Common stock, par value $ 0.001 per share - authorized:

60,000 shares;

33,122 and 32,698 shares;

28,481 and 29,160 shares as of December 31, 2024 and June 30, 2024, respectively

27,598 and 29,160 shares as of March 31, 2025 and June 30, 2024, respectively

Additional paid-in capital

Treasury stock, at cost:

4,629 and 3,538 shares of common stock as of December 31, 2024 and June 30, 2024, respectively

5,524 and 3,538 shares of common stock as of March 31, 2025 and June 30, 2024, respectively

Notes receivable from stockholders

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Professional services

9 unchanged sentences

Income from operations

Interest income

Other expense, net

Interest income, net

Other income (expense), net

Income before income tax provision

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Other comprehensive income, net of taxes:

5 unchanged sentences

(in thousands)

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Treasury Stock

2 unchanged sentences

Stockholders'

Balances as of September 30, 2024

Balances as of December 31, 2024

Issuance of common stock upon exercise of stock options

Issuance of common stock upon vesting of restricted stock units

Issuance of common stock in connection with employee stock purchase plan

Repurchase of common stock

1 unchanged sentence

Foreign currency translation adjustments

Balances as of December 31, 2024

Balances as of March 31, 2025

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended December 31, 2023

Three Months Ended March 31, 2024

Treasury Stock

2 unchanged sentences

Stockholders'

Balances as of September 30, 2023

Repayment of stockholder notes

Balances as of December 31, 2023

Interest on stockholder notes

Issuance of common stock upon exercise of stock options

Issuance of common stock in connection with employee stock purchase plan

Repurchase of common stock

1 unchanged sentence

Foreign currency translation adjustments

Balances as of December 31, 2023

Balances as of March 31, 2024

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

Treasury Stock

9 unchanged sentences

Foreign currency translation adjustments

Balances as of December 31, 2024

Balances as of March 31, 2025

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended December 31, 2023

Nine Months Ended March 31, 2024

Additional Paid-in

5 unchanged sentences

Balances as of June 30, 2023

Interest on stockholder notes

Repayment of stockholder notes

4 unchanged sentences

Foreign currency translation adjustments

Balances as of December 31, 2023

Balances as of March 31, 2024

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization

Provision for (recovery of) credit losses

Provision for credit losses

Deferred income taxes

21 unchanged sentences

Repurchases of common stock

Interest on stockholder notes

Repayment of stockholder notes

1 unchanged sentence

Effect of change in exchange rates on cash and cash equivalents

Net increase in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

2 unchanged sentences

Cash paid for taxes

Right-of-use (ROU) assets and lease liabilities recognized from lease modification

Right-of-use assets and lease liabilities recognized from lease modification

Non-cash items:

9 unchanged sentences

Many global brands use eGain to improve experience and reduce costs.

We are headquartered in Sunnyvale, California in the United States.

We are headquartered in Sunnyvale, California in the United States (U.S.).

We also operate in the United Kingdom and India.

3 unchanged sentences

Basis of Presentation

The accompanying condensed consolidated balance sheet as of December 31, 2024 and the condensed consolidated statements of operations, comprehensive income, and stockholders’ equity for the three and six months ended December 31, 2024 and cash flows for the six months ended December 31, 2024 are unaudited.

The accompanying condensed consolidated balance sheet as of March 31, 2025 and the condensed consolidated statements of operations, comprehensive income, and stockholders’ equity for the three and nine months ended March 31, 2025 and cash flows for the nine months ended March 31, 2025 are unaudited.

The condensed consolidated balance sheet as of June 30, 2024 was derived from audited consolidated financial statements as of that date but does not include all the information and footnotes required by generally accepted accounting principles (GAAP) for complete financial statements.

25 unchanged sentences

In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets, which requires fair value measurement of certain crypto assets each reporting period with the changes in fair value reflected in net income.

The amendments also requires disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

Accounting for and Disclosure of Crypto Assets, which requires fair value measurement of certain crypto assets each reporting period with changes in fair value reflected in net income.

The amendments also require disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

The ASU is effective for fiscal years beginning after December 15, 2024 (our fiscal year 2026), with early adoption permitted.

65 unchanged sentences

Amortization of costs to obtain revenue contracts is included as a component of sales and marketing expenses in our condensed consolidated statements of operations.

During the three and six months ended December 31, 2024, we capitalized $ 329,000 and $ 518,000 of costs to obtain revenue contracts, respectively, and amortized $ 330,000 and $ 684,000 to sales and marketing expense, respectively.

During the three and six months ended December 31, 2023, we capitalized $ 397,000 and $ 486,000 of costs to obtain revenue contracts, respectively, and amortized $ 345,000 and $ 845,000 to sales and marketing expense, respectively.

Capitalized costs to obtain revenue contracts, net were $ 2.9 million and $ 3.1 million as of December 31, 2024 and June 30, 2024, respectively, on our condensed consolidated balance sheets.

During the three and nine months ended March 31, 2025, we capitalized $ 24,000 and $ 542,000 of costs to obtain revenue contracts, respectively, and amortized $ 362,000 and $ 1.0 million to sales and marketing expense, respectively.

During the three and nine months ended March 31, 2024, we capitalized $ 36,000 and $ 522,000 of costs to obtain revenue contracts, respectively, and amortized $ 325,000 and $ 1.2 million to sales and marketing expense, respectively.

Capitalized costs to obtain revenue contracts, net were $ 2.6 million and $ 3.1 million as of March 31, 2025 and June 30, 2024, respectively, on our condensed consolidated balance sheets.

Deferred Revenue

13 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Income from operations:

13 unchanged sentences

We also partner with system integrators and managed service providers.

One customer, who is also one of our resell partners, accounted for more than 10% of total revenue during the three and six months ended December 31, 2024.

One customer, who is also a resell partner, accounted for more than 10% of total revenue during the three and six months ended December 31, 2023.

Two customers, one of which is our resell partner, accounted for more than 10% of our gross accounts receivable balance, less provision for credit losses as of December 31, 2024, and June 30, 2024, respectively.

One customer, who is also one of our resell partners, accounted for more than 10% of total revenue during the three and nine months ended March 31, 2025.

Two customers, one of which is also a resell partner, accounted for more than 10% of total revenue during the three and nine months ended March 31, 2024.

Two customers, one of which is our resell partner, accounted for 10% or more of our gross accounts receivable balance, less provision for credit losses as of March 31, 2025.

Four customers, one of which is our resell partner, accounted for 10% or more of our gross account receivable balance, less provision for credit losses as of June 30, 2024.

Accounts Receivable and Provision for Credit Losses

1 unchanged sentence

Our accounts receivable are derived from revenue earned from customers and are not interest bearing.

We also maintain provision for credit losses to reserve for potential uncollectible trade receivables.

We also maintain a provision for credit losses to reserve for potential uncollectible trade receivables.

We review our trade receivables by aging category to identify specific customers with known disputes or collectability issues.

We exercise judgment when determining the adequacy of these reserves as we evaluate historical bad debt trends, general economic conditions in the United States (U.S.) and internationally, and changes in customer financial conditions.

We exercise judgment when determining the adequacy of these reserves as we evaluate historical bad debt trends, general economic conditions in the U.S.

and internationally, and changes in customer financial conditions.

We write off a receivable after collection efforts have been exhausted and the amount is deemed uncollectible.

1 unchanged sentence

In certain revenue contracts, contractual billings do not coincide with revenue recognized on the contract.

Unbilled accounts receivables are recorded when revenue recognized on the contract exceeds billings, pursuant to contract provisions, and become billable upon certain criteria being met.

Unbilled accounts receivables, for which the Company has the unconditional right to consideration, totaled $ 2.2 million and $ 3.6 million as of December 31, 2024 and June 30, 2024, respectively, and are included in the gross accounts receivable balance, less provision for credit losses on the accompanying condensed consolidated balance sheets.

Unbilled accounts receivables are recorded when revenue recognized on the contract exceeds billings, pursuant to contract provisions, and becomes billable upon certain criteria being met.

Unbilled accounts receivables, for which the Company has the unconditional right to consideration, totaled $ 1.3 million and $ 3.6 million as of March 31, 2025 and June 30, 2024, respectively, and are included in the gross accounts receivable balance, less provision for credit losses on the accompanying condensed consolidated balance sheets.

Stock-Based Compensation

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Stock-based compensation expense:

4 unchanged sentences

Total stock-based compensation expense

Total stock-based compensation includes expense related to non-employee awards of $ 11,000 and $ 31,000 during the three and six months ended December 31, 2024, respectively.

Total stock-based compensation includes expense related to non-employee awards of $ 25,000 and $ 51,000 during the three and six months ended December 31, 2023, respectively.

Total stock-based compensation includes expense related to the ESPP of $ 81,000 and $ 161,000 for the three and six months ended December 31, 2024, respectively.

Total stock-based compensation includes expense related to the ESPP of $ 87,000 and $ 166,000 for the three and six months ended December 31, 2023, respectively.

Total stock-based compensation includes expense related to non-employee awards of $ 11,000 and $ 42,000 during the three and nine months ended March 31, 2025, respectively.

Total stock-based compensation includes expense related to non-employee awards of $ 26,000 and $ 77,000 during the three and nine months ended March 31, 2024, respectively.

Total stock-based compensation includes expense related to the ESPP of $ 84,000 and $ 245,000 for the three and nine months ended March 31, 2025, respectively.

Total stock-based compensation includes expense related to the ESPP of $ 102,000 and $ 268,000 for the three and nine months ended March 31, 2024, respectively.

We utilize the Black-Scholes valuation model for estimating the fair value of the stock-based compensation of options granted and ESPP stock purchase rights.

1 unchanged sentence

All shares of our common stock issued pursuant to our stock option, RSUs, and ESPP plans are only issued out of an authorized reserve of shares of common stock which were previously registered with the SEC on Registration Statements on Form S-8.

During the three months ended December 31, 2024 and 2023, we granted options to purchase 287,067 and 21,300 shares of common stock with a weighted-average fair value of $ 2.67 and $ 3.16 per share, respectively.

During the six months ended December 31, 2024 and 2023, we granted options to purchase 313,767 and 50,400 shares of common stock with a weighted-average fair value of $ 2.74 and $ 3.29 per share, respectively.

During the three months ended March 31, 2025 and 2024, we granted options to purchase 149,700 and 9,600 shares of common stock with a weighted-average grant date fair value of $ 2.52 and $ 3.17 per share, respectively.

During the nine months ended March 31, 2025 and 2024, we granted options to purchase 513,467 and 60,000 shares of common stock with a weighted-average grant date fair value of $ 2.66 and $ 3.27 per share, respectively.

We used the following weighted-average assumptions as inputs into the Black-Scholes valuation model to estimate the fair value of the options granted:

Three Months Ended

Six Months Ended

Nine Months Ended

Expected volatility

6 unchanged sentences

Treasury Strips rate with maturities approximating the expected lives of the awards during the period, which approximate the rate in effect at the time of the grant.

On December 1, 2024, certain employees were granted the right to purchase an aggregate of 103,618 shares under the ESPP, and compensation expense related to those purchase rights for the three and six months ended December 31, 2024 was $ 31,000 .

On December 1, 2023, certain employees were granted the right to purchase an aggregate of 87,332 shares under the ESPP, and compensation expense related to those purchase rights for the three and six months ended December 31, 2023 was $ 34,000 .

As of December 31, 2024, there were 674,749 shares of common stock available for issuance under the ESPP.

On December 1, 2024, certain employees were granted the right to purchase an aggregate of 103,618 shares under the ESPP.

Stock-based compensation expense for the three and nine months ended March 31, 2025 was $ 84,000 and $ 115,000 , respectively.

On December 1, 2023, certain employees were granted the right to purchase an aggregate of 87,332 shares under the ESPP.

Stock-based compensation expense for the three and nine months ended March 31, 2024 was $ 102,000 and $ 136,000 , respectively.

As of March 31, 2025, there were 674,749 shares of common stock available for issuance under the ESPP.

We base our estimate of expected life of a stock option on the historical exercise behavior and cancellations of all past option grants made by the Company during the time period which its equity shares have been publicly traded, the contractual term of the option, the vesting period and the expected remaining term of the outstanding options.

1 unchanged sentence

Improvements to Employee Share-Based Accounting , we elected to continue to estimate forfeitures in the calculation of stock-based compensation expense.

As of December 31, 2024, there was approximately $ 1.1 million of total unrecognized compensation cost, net of expected forfeitures, related to unvested stock options, which is expected to be recognized over the weighted-average period of 0.88 years.

There were 117,000 and 122,500 options exercised during the three months ended December 31, 2024 and 2023, respectively.

There were 149,317 and 123,500 options exercised during the six months ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, there was approximately $ 1.1 million of total unrecognized compensation cost, net of expected forfeitures, related to unvested RSUs, which is expected to be recognized over the weighted-average period of 0.87 years.

There were 226,654 RSUs with a weighted average grant date fair value of $ 5.71 per share granted during the three and six months ended December 31, 2024.

There were 200,821 RSUs with a weighted average grant date fair value of $ 6.50 per share granted during the three and six months ended December 31, 2023.

As of March 31, 2025, there was approximately $ 998,000 of total unrecognized compensation cost, net of expected forfeitures, related to unvested stock options, which is expected to be recognized over the weighted-average period of 1.06 years.

There were 11,800 and 60,992 options exercised during the three months ended March 31, 2025 and 2024, respectively.

There were 161,117 and 184,492 options exercised during the nine months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, there was approximately $ 740,000 of total unrecognized compensation cost, net of expected forfeitures, related to unvested RSUs, which is expected to be recognized over the weighted-average period of 0.63 years.

There were no RSUs granted during the three months ended March 31, 2025.

There were 226,654 RSUs granted during the nine months ended March 31, 2025, with a weighted average grant date fair value of $ 5.71 per share.

There were no RSUs granted during the three months ended March 31, 2024.

There were 200,821 RSUs with a weighted average grant date fair value of $ 7.55 per share granted during the nine months ended March 31, 2024.

Lease agreements are evaluated to determine whether an arrangement is or contains a lease in accordance with ASC 842, Leases .

18 unchanged sentences

We operate under a single reporting unit and accordingly, all of our goodwill is associated with the entire company.

We had no indicators of impairment during the three and six months ended December 31, 2024.

We had no indicators of impairment during the three and nine months ended March 31, 2025.

REVENUE RECOGNITION

Disaggregation of Revenue

The following table presents our SaaS and professional services revenue during the three and six months ended December 31, 2024 and 2023, respectively (in thousands):

The following table presents our SaaS and professional services revenue during the three and nine months ended March 31, 2025 and 2024, respectively (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

Professional services revenue

Total revenue

The following table presents our revenue recognized over-time and at a point-in-time during the three and six months ended December 31, 2024 and 2023, respectively (in thousands):

The following table presents our revenue recognized over-time and at a point-in-time during the three and nine months ended March 31, 2025 and 2024, respectively (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

Point-in-time

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

North America

7 unchanged sentences

The following table presents our contract liabilities (in thousands):

December 31, 2024

March 31, 2025

June 30, 2024

3 unchanged sentences

Total deferred revenue

$ 10.7 million and $ 22.7 million of deferred revenue as of June 30, 2024 was recognized to revenue during the three and six months ended December 31, 2024.

$ 7.9 million and $ 30.6 million of deferred revenue as of June 30, 2024 was recognized as revenue during the three and nine months ended March 31, 2025, respectively.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenue that had not yet been recognized, and include deferred revenue, invoices that have been issued to customers but were uncollected and have not been recognized as revenue, and amounts that will be invoiced and recognized as revenue in future periods.

Remaining performance obligations represent contracted revenue that has not yet been recognized, and include deferred revenue, invoices that have been issued to customers but are uncollected and not yet recognized as revenue, and amounts that will be invoiced and recognized as revenue in future periods.

The transaction price allocated to the remaining performance obligation is influenced by a variety of factors, including seasonality, timing of renewals, average contract terms and foreign currency exchange rates.

As of December 31, 2024, our remaining performance obligations were $ 73.6 million of which we expect to recognize $ 50.9 million and $ 22.7 million as revenue within one year and beyond one year, respectively.

As of March 31, 2025, our remaining performance obligations were $ 66.5 million, of which we expect to recognize $ 44.3 million and $ 22.2 million as revenue within one year and beyond one year, respectively.

EARNINGS PER SHARE

1 unchanged sentence

In periods where net income is reported, the weighted-average number of shares is increased by stock options in the money and shares issuable for RSUs subject to service-based vesting requirements to calculate diluted earnings per share.

The following table represents the calculation of basic and diluted earnings per share (unaudited in thousands, except per share data):

The following table represents the calculation of basic and diluted earnings per share (unaudited;

in thousands, except per share data):

Three Months Ended

Six Months Ended

Nine Months Ended

Per share information:

2 unchanged sentences

Effect of dilutive options and RSUs

Weighted-average shares of stock options to purchase 3,361,087 and 3,487,402 shares of common stock for the three months ended December 31, 2024 and 2023, respectively, and weighted-average shares of stock options to purchase 3,415,156 and 3,527,031 shares of common stock for the six months ended December 31, 2024 and 2023, respectively, were not included in the computation of diluted earnings per share due to their anti-dilutive effect.

Weighted-average shares of stock options to purchase 3,527,358 and 3,458,040 shares of common stock for the three months ended March 31, 2025 and 2024, respectively, and weighted-average shares of stock options to purchase 3,458,061 and 3,504,202 shares of common stock for the nine months ended March 31, 2025 and 2024, respectively, were not included in the computation of diluted earnings per share due to their anti-dilutive effect.

Such securities could have a dilutive effect in future periods.

16 unchanged sentences

We consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

As of December 31, 2024, utilization of the net operating loss (NOL) or tax credit carryforwards to offset future taxable income and taxes, respectively, are subject to an annual limitation under the Internal Revenue Code of 1986 and similar state provisions, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments such as built in gain or built in loss, as required.

As of March 31, 2025, utilization of the net operating loss (NOL) or tax credit carryforwards to offset future taxable income and taxes, respectively, are subject to an annual limitation under the Internal Revenue Code of 1986 and similar state provisions, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments such as built in gain or built in loss, as required.

Any limitation may result in expiration of all or a portion of its NOL and or tax credit carryforwards before utilization.

The Company has not identified a change in ownership as of December 31, 2024 that would significantly limit the NOL carryovers.

Under the Tax Cuts and Jobs Act, enacted on December 22, 2017 (TCJA), federal NOLs incurred in 2018 and in future years may be carried forward indefinitely, but generally may not be carried back, and the deductibility of such NOLs is limited to 80% of taxable income.

The Company has not identified a change in ownership as of March 31, 2025 that would significantly limit the NOL carryovers.

Under the Tax Cuts and Jobs Act, enacted on December 22, 2017, federal NOLs incurred in 2018 and in future years may be carried forward indefinitely, but generally may not be carried back, and the deductibility of such NOLs is limited to 80% of taxable income.

In 2024, California enacted legislation including S.B.167, which suspends the use of NOLs by businesses for tax years 2024 through 2026, limits the use of tax credits by businesses to $5 million for tax years 2024 through 2026, and clarifies that income not included in apportionable business income is excluded from the sales factor of the apportionment formula.

2 unchanged sentences

We lease our office facilities under non-cancelable operating leases that expire on various dates through fiscal year 2033.

We modified one of our existing operating leases by extending the terms under such leases, which resulted in an increase in operating lease right-of-use assets and operating lease liabilities in the amount of approximately $ 599,000 during the three and six months ended December 31, 2024.

We modified two of our existing operating leases by extending the terms under such leases, which resulted in an increase in operating lease ROU assets and operating lease liabilities in the amount of approximately $ 71,000 and $ 677,000 during the three and nine months ended March 31, 2025, respectively.

All of our office leases are classified as operating leases with lease expense recognized on a straight-line basis over the lease term.

1 unchanged sentence

As our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments.

Total operating lease costs were $ 383,000 and $ 325,000 for the three months ended December 31, 2024 and 2023, respectively.

Total operating lease costs were $ 683,000 and $ 650,000 for the six months ended December 31, 2024 and 2023, respectively.

For the three and six months ended December 31, 2024, operating cash outflows for operating leases were $ 322,000 and $ 596,000 , respectively.

For the three and six months ended December 31, 2023, operating cash outflows for operating leases were $ 276,000 and $ 590,000 , respectively.

Total operating lease costs were $ 330,000 and $ 353,000 for the three months ended March 31, 2025 and 2024, respectively.

Total operating lease costs remained consistent at $ 1.0 million for the nine months ended March 31, 2025 and 2024.

For the three and nine months ended March 31, 2025, operating cash outflows for operating leases were $ 287,000 and $ 883,000 , respectively.

For the three and nine months ended March 31, 2024, operating cash outflows for operating leases were $ 310,000 and $ 900,000 , respectively.

The following tables present information about leases on our condensed consolidated balance sheets (in thousands):

5 unchanged sentences

Weighted average discount rate

As of December 31, 2024, remaining maturities of lease liabilities are as follows (in thousands):

As of March 31, 2025, remaining maturities of lease liabilities are as follows (in thousands):

Fiscal Period:

Remaining six months of fiscal year 2025

Remaining three months of fiscal year 2025

Fiscal year 2026

44 unchanged sentences

Our money market funds are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy.

As of December 31, 2024 and June 30, 2024, cash equivalents classified as level 1 instruments, including money market account investments, were measured at $ 53.8 million and $ 58.4 million, respectively.

As of March 31, 2025 and June 30, 2024, cash equivalents classified as level 1 instruments, including money market account investments, were measured at $ 48.8 million and $ 58.4 million, respectively.

SHARE REPURCHASE PROGRAM

1 unchanged sentence

On May 31, 2024, our board of directors authorized a $ 20.0 million increase in its stock repurchase program, bringing the aggregate amount we may purchase thereunder from $ 20.0 million to $ 40.0 million of its outstanding common stock.

As of December 31, 2024, approximately $ 10.0 million remained available for stock repurchases pursuant to our stock repurchase program.

As of March 31, 2025, approximately $ 5.0 million remained available for stock repurchases pursuant to our stock repurchase program.

Under the stock repurchase program, we may purchase shares of common stock on a discretionary basis from time to time through open market transactions or privately negotiated transactions at prices deemed appropriate by us.

4 unchanged sentences

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

During the three months ended December 31, 2024, 420,534 shares have been repurchased for an average acquisition cost per share of $ 5.73 , totaling $ 2.4 million.

During the six months ended December 31, 2024, 1,091,358 shares have been repurchased for an average acquisition cost per share of $ 6.41 , totaling $ 7.0 million.

During the three months ended March 31, 2025, 894,620 shares have been repurchased for an average acquisition cost per share of $ 5.61 , totaling $ 5.0 million.

During the nine months ended March 31, 2025, 1,985,978 shares have been repurchased for an average acquisition cost per share of $ 6.05 , totaling $ 12.0 million.

We intend to reissue repurchased shares at a later date and therefore carry the shares as treasury stock, at cost.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q, and with our audited financial statements and the related notes included in our Annual Report on Form 10-K for the year ended June 30, 2024.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements relate to future periods, future events or our future operating or financial plans or performance.

Often, these statements include the words “believe,” “expect,” “target,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “potential,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may,” or the negative of these terms, and other similar expressions.

These forward-looking statements that involve risks and uncertainties include statements as to:

● our belief that it is useful to exclude certain non-cash charges and non-core operational charges from non-GAAP operating income;

● expected benefits of our solutions to our clients and partners;

● our value proposition;

● customer and market expectations in the market in which we operate, and our ability to meet expectations and satisfy such needs;

● our lengthy sales cycles and the difficulty in predicting timing of sales or delays;

● our expectations with respect to revenue, cost of revenue, expenses and other financial metrics;

● our business plans, strategies, targets, and outlook;

● changes in technology, including AI technology and services;

● our expectations related to our product development plan;

● competition in the markets in which we do business and our competitive advantages;

● our beliefs regarding our prospects for our business;

● changes in demand for our solutions;

● our expectations regarding the composition of our customers and the result of a loss of a significant customer;

● our reliance on strategic and third-party distribution partnerships;

● the risk of unauthorized access to a customer’s data or our data or our IT systems and cybersecurity attacks;

● our ability to timely adapt and comply with changing European regulatory and political environments;

● the effect of recent changes in U.S.

tax legislation;

● the effect of compliance with privacy laws and regulations on our business and our customers;

● our ability to take adequate precautions against claims or lawsuits made by third parties, including alleged infringement of proprietary rights;

● the adequacy of our capital resources and our ability to raise additional financing;

● the risks related to our international operations;

● the potential impact of foreign currency fluctuations and inflation;

● the potential impact of health epidemics.

These forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties.

These risks and uncertainties could cause actual results to differ materially from those projected and include, but are not limited to:

● our ability to manage our business plans, strategies, target and outlooks and any business-related forecasts or projections;

● our ability to improve our current solutions;

● our ability to innovate and respond to rapid technological change and competitive challenges;

● our ability to execute our sales and marketing strategy;

● customer acceptance of our existing and future solutions;

● our ability to predict subscription renewals;

● the impact of new legislation or regulations on our business;

● the impact of accounting pronouncements and our critical accounting policies, judgments, estimates, models and assumptions on our financial results;

● our ability to compete;

● the success of our strategic and distribution partnerships;

● our ability to obtain capital when needed;

● our ability to manage future growth;

● our ability to retain key personnel and hire additional personnel;

● risks related to protection of our intellectual property;

● foreign currency fluctuations and inflation;

● the global economic environment;

● risks related to public health pandemics;

● the risks set forth under “Risk Factors.”

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements.

Except as required by federal securities laws, we undertake no obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

All references to “eGain”, the “Company”, “our”, “we” or “us” mean eGain Corporation and its subsidiaries, except where it is clear from the context that such terms mean only eGain and exclude its subsidiaries.

eGain and eGain® are trademarks of eGain Corporation.

We also refer to trademarks of other corporations and organizations in this report.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties that could affect our ability to successfully implement our business strategy and affect our financial results.

You should carefully consider all of the information in this report and, in particular, the following principal risks and all of the other specific factors described in Item 1A.

of this report, “Risk Factors,” before deciding whether to invest in our company:

● Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting.

● Our SaaS business model is subject to certain risks.

● Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future, and because we recognize revenue from subscriptions over a period of time, downturns in revenue may not be immediately reflected in our operating results.

● We cannot accurately predict subscription renewal rates and the impact these rates may have on our future revenue and operating results.

● Our lengthy sales cycles and the difficulty in predicting timing of sales or delays may impair our operating results.

● Because we depend on a relatively small number of customers for a substantial portion of our revenue, the loss of any of these customers or our failure to attract new significant customers could adversely impact our revenue and harm our business.

● The market for customer engagement software, including generative AI product offerings, is competitive, and our business will be adversely affected if we are unable to successfully compete.

● If we fail to expand and improve our sales performance and marketing activities, or retain our sales and marketing personnel, we may be unable to grow our business, which could negatively impact our operating results and financial condition.

● Our failure to maintain, develop or expand strategic and third-party distribution channels would impede our revenue growth.

● Difficulties and delays in customers implementing our products could harm our revenue and margins.

● We conduct a significant portion of our business and operations outside of the U.S., which exposes us to additional risks that may not exist in the U.S.

These risks in turn could cause our operating results and financial condition to suffer.

● Unplanned system interruptions, delays in service or inability to increase capacity, including internationally, at our third-party data center facilities could impair the use or functionality of our cloud operations and harm our business.

● Software errors could be costly and time-consuming for us to correct, and could harm our reputation and impair our ability to sell our solutions.

● The terms we agree to in our Service Level Agreements or other contracts may result in increased costs or liabilities, which would in turn affect our results of operations.

● If we are unable to increase the profitability of SaaS revenue, if we experience significant customer attrition, or if we are required to delay recognition of revenue, our operating results could be adversely affected.

● We depend on broad market acceptance of our applications and of our business model.

If our expectations regarding the market for our applications are not met, our business could be seriously harmed.

● We may be unable to respond to the rapid technological change and changing customer preferences in the online sales, marketing, customer service, and/or online consumer services industries and this may cause our business to suffer.

● We employ third-party technologies for use in or with our platform and the inability to license such technologies on commercially reasonable terms or the inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which could adversely affect our business.

● Our offshore product development, support and professional services may prove difficult to manage or may not allow us to realize our cost reduction goals, produce effective new solutions and provide professional services to drive growth.

● If our cybersecurity systems or the systems of our vendors, partners and suppliers are breached and unauthorized access is obtained to a customer’s data or our data or IT systems, our service may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant legal and financial exposure and liabilities.

● Changes in the European regulatory environment regarding privacy and data protection regulations, such as the GDPR, could expose us to risks of noncompliance and costs associated with compliance.

● Privacy concerns and laws, evolving regulation of cloud computing and other domestic or foreign regulations may limit the use and adoption of our solutions and adversely affect our business.

eGain automates customer engagement with an AI knowledge hub SaaS solution.

We sell to enterprises who want to better serve customers at scale by delivering trusted answers across self-service, contact centers, and field staff.

True to our mantra of AX + BX + CX = DX™ , our AI knowledge hub orchestrates effortless Digital eXperience (DX) as it assists Agent eXperience (AX), empowers Business eXperience (BX) and assures Customer eXperience (CX).

Many global brands use eGain to improve experience and reduce costs.

We are headquartered in Sunnyvale, California in the U.S.

We also operate in the United Kingdom and India.

Key Financial Measures

We monitor the key financial performance measures set forth below as well as cash and cash equivalents and available debt capacity, which are discussed in “Liquidity and Capital Resources,” to help us evaluate trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational effectiveness and efficiencies.

We believe total revenue is a useful measure to value our business.

SaaS revenue is defined as revenue from cloud delivery arrangements, term licenses, embedded OEM royalties and associated support.

Professional services revenue includes system implementation, consulting, training, and managed services.

The following table presents total revenue for each of the following periods:

Three Months Ended

Nine Months Ended

(in thousands)

Professional services revenue

Total revenue:

Non-GAAP Operating Income

Non-GAAP operating income is defined as income from operations, adjusted for the impact of stock-based compensation expense.

Management believes that it is useful to exclude certain non-cash charges and non-core operational charges from non-GAAP operating income because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations;

and (ii) such expenses can vary significantly between periods as a result of the timing of new stock-based awards.

The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

The following table presents a reconciliation of GAAP income from operations to non-GAAP income from operations for each of the following periods:

Three Months Ended

Nine Months Ended

(in thousands)

Income from operations

Stock-based compensation

Non-GAAP income from operations

Critical Accounting Policies and Estimates

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements