10-Q 1 egan-20210331x10q.htm 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

⌧ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

◻ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-35314

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eGain Corporation

(Exact name of registrant as specified in its charter)

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​ | ​ | ​
Delaware | ​ | 77-0466366
(State or other jurisdiction of incorporation or organization) | ​ | (I.R.S. Employer Identification No.)
​ | ​ | ​
1252 Borregas Avenue, Sunnyvale, CA | ​ | 94089
(Address of principal executive offices) | ​ | (Zip Code)

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(408) 636-4500

(Registrant’s telephone number, including area code)

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N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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​ | ​ | ​
Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.001 per share | EGAN | Nasdaq Capital Market

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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​ | ​ | ​ | ​ | ​ | ​ | ​
Large Accelerated Filer |  | ◻ |  | Accelerated Filer |  | ◻
​ | ​ | ​ | ​
Non-accelerated Filer |  | ⌧ |  | Smaller Reporting Company |  | ⌧
​ ​ | ​ | ​ | ​ | 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.

◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ◻ No ⌧

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was 31,099,019 as of May 13, 2021.

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Table of Contents

EGAIN CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED March 31, 2021

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TABLE OF CONTENTS

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​ | ​ | ​ | Page
​ | ​ |  | ​
PART I. | FINANCIAL INFORMATION | ​ | ​
Item 1. | Financial Statements (Unaudited) | ​ | 2
​ | Condensed Consolidated Balance Sheets as of March 31, 2021 and June 30, 2020 | ​ | 2
​ | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2021 and 2020 | ​ | 3
| Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 2021 and 2020 | ​ | 4
​ | Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2021 and 2020 | ​ | 5
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2021 and 2020 | ​ | 7
| Notes to Condensed Consolidated Financial Statements | ​ | 8
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ​ | 21
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | ​ | 35
Item 4. | Controls and Procedures | ​ | 35
PART II. | OTHER INFORMATION | ​ | 37
Item 1. | Legal Proceedings | ​ | 37
Item 1A. | Risk Factors | ​ | 37
Item 6. | Exhibits | ​ | 53
| Signatures | ​ | 54

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PART I. FINANCIAL INFORMATIO N

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Item 1. Financial Statements

EGAIN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

(unaudited)

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, | ​ | June 30,
​ |  | 2021 |  | 2020
ASSETS | ​ | ​ | ​ | ​ | ​ | ​
Current assets: | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 53,413 | ​ | $ | 46,609
Restricted cash | ​ |  | 7 | ​ |  | 6
Accounts receivable, less allowance for doubtful accounts of $742 and $384 as of March 31, 2021 and June 30, 2020, respectively | ​ |  | 16,016 | ​ |  | 22,708
Costs capitalized to obtain revenue contracts, net | ​ |  | 1,270 | ​ |  | 1,066
Prepaid expenses | ​ | ​ | 1,945 | ​ | ​ | 2,514
Other current assets | ​ |  | 647 | ​ |  | 617
Total current assets | ​ |  | 73,298 | ​ |  | 73,520
Property and equipment, net | ​ |  | 774 | ​ |  | 713
Operating lease right-of-use assets | ​ | ​ | 2,604 | ​ | ​ | 2,962
Costs capitalized to obtain revenue contracts, net of current portion | ​ |  | 2,511 | ​ |  | 2,380
Intangible assets, net | ​ |  | — | ​ |  | 26
Goodwill | ​ |  | 13,186 | ​ |  | 13,186
Other assets | ​ |  | 807 | ​ |  | 918
Total assets | ​ | $ | 93,180 | ​ | $ | 93,705
​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND STOCKHOLDERS' EQUITY | ​ | ​ | ​ | ​ | ​ | ​
Current liabilities: | ​ | ​ | ​ | ​ | ​ | ​
Accounts payable | ​ | $ | 1,112 | ​ | $ | 2,429
Accrued compensation | ​ |  | 7,413 | ​ |  | 7,916
Accrued liabilities | ​ |  | 3,030 | ​ |  | 3,423
Operating lease liabilities | ​ | ​ | 1,768 | ​ | ​ | 1,753
Deferred revenue | ​ |  | 31,704 | ​ |  | 36,644
Total current liabilities | ​ |  | 45,027 | ​ |  | 52,165
Deferred revenue, net of current portion | ​ |  | 3,814 | ​ |  | 4,826
Operating lease liabilities, net of current portion | ​ | ​ | 933 | ​ | ​ | 1,385
Other long-term liabilities | ​ |  | 817 | ​ |  | 688
Total liabilities | ​ |  | 50,591 | ​ |  | 59,064
Commitments and contingencies (Note 6) | ​ | ​ | ​ | ​ | ​ | ​
Stockholders' equity: | ​ | ​ | ​ | ​ | ​ | ​
Common stock, par value $0.001 - authorized: 50,000 shares; outstanding: 31,092 shares as of March 31, 2021 and 30,821 shares as of June 30, 2020 | ​ |  | 31 | ​ |  | 31
Additional paid-in capital | ​ |  | 377,115 | ​ |  | 374,399
Notes receivable from stockholders | ​ |  | (92) | ​ |  | (90)
Accumulated other comprehensive loss | ​ |  | (1,308) | ​ |  | (1,631)
Accumulated deficit | ​ |  | (333,157) | ​ |  | (338,068)
Total stockholders' equity | ​ |  | 42,589 | ​ |  | 34,641
Total liabilities and stockholders' equity | ​ | $ | 93,180 | ​ | $ | 93,705

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See accompanying notes to condensed consolidated financial statements.

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EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ |  | 2021 |  | 2020 | ​ | 2021 |  | 2020
Revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Subscription | ​ | $ | 18,078 | ​ | $ | 16,919 | ​ | $ | 53,525 | ​ | $ | 48,834
Professional services | ​ |  | 1,665 | ​ |  | 1,435 | ​ |  | 4,514 | ​ |  | 4,865
Total revenue | ​ |  | 19,743 | ​ |  | 18,354 | ​ |  | 58,039 | ​ |  | 53,699
Cost of revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of subscription | ​ |  | 3,341 | ​ |  | 3,739 | ​ |  | 9,811 | ​ |  | 11,046
Cost of professional services | ​ |  | 1,505 | ​ |  | 1,761 | ​ |  | 4,378 | ​ |  | 5,012
Total cost of revenue | ​ |  | 4,846 | ​ |  | 5,500 | ​ |  | 14,189 | ​ |  | 16,058
Gross profit | ​ |  | 14,897 | ​ |  | 12,854 | ​ |  | 43,850 | ​ |  | 37,641
Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Research and development | ​ |  | 4,371 | ​ |  | 4,205 | ​ |  | 13,384 | ​ |  | 12,255
Sales and marketing | ​ |  | 6,927 | ​ |  | 5,064 | ​ |  | 18,824 | ​ |  | 14,622
General and administrative | ​ |  | 2,022 | ​ |  | 1,828 | ​ |  | 5,818 | ​ |  | 5,911
Total operating expenses | ​ |  | 13,320 | ​ |  | 11,097 | ​ |  | 38,026 | ​ |  | 32,788
Income from operations | ​ |  | 1,577 | ​ |  | 1,757 | ​ |  | 5,824 | ​ |  | 4,853
Interest income, net | ​ |  | 5 | ​ |  | 113 | ​ |  | 10 | ​ |  | 384
Other income (expense), net | ​ |  | (378) | ​ |  | 65 | ​ |  | (700) | ​ |  | 44
Income before income tax (provision) benefit | ​ |  | 1,204 | ​ |  | 1,935 | ​ |  | 5,134 | ​ |  | 5,281
Income tax (provision) benefit | ​ |  | 57 | ​ |  | (68) | ​ |  | (223) | ​ |  | (224)
Net income | ​ | $ | 1,261 | ​ | $ | 1,867 | ​ | $ | 4,911 | ​ | $ | 5,057
Per share information: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings per share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | $ | 0.04 | ​ | $ | 0.06 | ​ | $ | 0.16 | ​ | $ | 0.17
Diluted | ​ | $ | 0.04 | ​ | $ | 0.06 | ​ | $ | 0.15 | ​ | $ | 0.16
Weighted-average shares used in computation: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ |  | 31,068 | ​ |  | 30,662 | ​ |  | 30,962 | ​ |  | 30,580
Diluted | ​ |  | 32,618 | ​ |  | 31,987 | ​ |  | 32,646 | ​ |  | 31,935

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See accompanying notes to condensed consolidated financial statements.

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EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ |  | 2021 |  | 2020 |  | 2021 |  | 2020
Net income | ​ | $ | 1,261 | ​ | $ | 1,867 | ​ | $ | 4,911 | ​ | $ | 5,057
Other comprehensive income (loss), net of taxes: | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​
Foreign currency translation adjustments | ​ |  | (38) | ​ |  | 92 | ​ |  | 323 | ​ |  | (99)
Total comprehensive income | ​ | $ | 1,223 | ​ | $ | 1,959 | ​ | $ | 5,234 | ​ | $ | 4,958

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See accompanying notes to condensed consolidated financial statements.

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EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three Months Ended March 31, 2021
​ | Common Stock | ​ | Additional Paid-in | ​ | Notes Receivable From | ​ | Accumulated Other Comprehensive | ​ | Accumulated | ​ | Total Stockholders'
​ | Shares |  | Amount |  | Capital |  | Stockholders |  | Income (Loss) |  | Deficit |  | Equity
Balances as of December 31, 2020 | 31,048 | ​ | $ | 31 | ​ | $ | 376,546 | ​ | $ | (91) | ​ | $ | (1,270) | ​ | $ | (334,418) | ​ | $ | 40,798
Interest on stockholder notes | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1)
Issuance of common stock upon exercise of stock options | 44 | ​ | ​ | — | ​ | ​ | 201 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 201
Stock-based compensation | — | ​ | ​ | — | ​ | ​ | 368 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 368
Foreign currency translation adjustments | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (38) | ​ | ​ | — | ​ | ​ | (38)
Net income | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,261 | ​ | ​ | 1,261
Balances as of March 31, 2021 | 31,092 | ​ | $ | 31 | ​ | $ | 377,115 | ​ | $ | (92) | ​ | $ | (1,308) | ​ | $ | (333,157) | ​ | $ | 42,589

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three Months Ended March 31, 2020 | ​
​ | Common Stock | ​ | Additional Paid-in | ​ | Notes Receivable From | ​ | Accumulated Other Comprehensive | ​ | Accumulated | ​ | Total Stockholders' | ​
​ | Shares |  | Amount |  | Capital |  | Stockholders |  | Income (Loss) |  | Deficit |  | Equity | ​
Balances as of December 31, 2019 | 30,637 | ​ | $ | 31 | ​ | $ | 372,676 | ​ | $ | (89) | ​ | $ | (1,650) | ​ | $ | (342,086) | ​ | $ | 28,882 | ​
Issuance of common stock upon exercise of stock options | 52 | ​ | ​ | — | ​ | ​ | 167 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 167 | ​
Stock-based compensation | — | ​ | ​ | — | ​ | ​ | 460 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 460 | ​
Foreign currency translation adjustments | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 92 | ​ | ​ | — | ​ | ​ | 92 | ​
Net income | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,867 | ​ | ​ | 1,867 | ​
Balances as of March 31, 2020 | 30,689 | ​ | $ | 31 | ​ | $ | 373,303 | ​ | $ | (89) | ​ | $ | (1,558) | ​ | $ | (340,219) | ​ | $ | 31,468 | ​

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​

See accompanying notes to condensed consolidated financial statements.

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EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (cont.)

(in thousands)

(unaudited)

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Nine Months Ended March 31, 2021
​ | Common Stock | ​ | Additional Paid-in | ​ | Notes Receivable From | ​ | Accumulated Other Comprehensive | ​ | Accumulated | ​ | Total Stockholders'
​ | Shares |  | Amount |  | Capital |  | Stockholders |  | Income (Loss) |  | Deficit |  | Equity
Balances as of June 30, 2020 | 30,821 | ​ | $ | 31 | ​ | $ | 374,399 | ​ | $ | (90) | ​ | $ | (1,631) | ​ | $ | (338,068) | ​ | $ | 34,641
Interest on stockholder notes | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2)
Issuance of common stock upon exercise of stock options | 214 | ​ | ​ | — | ​ | ​ | 944 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 944
Issuance of common stock in connection with employee stock purchase plan | 57 | ​ | ​ | — | ​ | ​ | 508 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 508
Stock-based compensation | — | ​ | ​ | — | ​ | ​ | 1,264 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,264
Foreign currency translation adjustments | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 323 | ​ | ​ | — | ​ | ​ | 323
Net income | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,911 | ​ | ​ | 4,911
Balances as of March 31, 2021 | 31,092 | ​ | $ | 31 | ​ | $ | 377,115 | ​ | $ | (92) | ​ | $ | (1,308) | ​ | $ | (333,157) | ​ | $ | 42,589

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Nine Months Ended March 31, 2020 | ​
​ | Common Stock | ​ | Additional Paid-in | ​ | Notes Receivable From | ​ | Accumulated Other Comprehensive | ​ | Accumulated | ​ | Total Stockholders' | ​
​ | Shares |  | Amount |  | Capital |  | Stockholders |  | Income (Loss) |  | Deficit |  | Equity | ​
Balances as of June 30, 2019 | 30,478 | ​ | $ | 31 | ​ | $ | 371,099 | ​ | $ | (88) | ​ | $ | (1,459) | ​ | $ | (345,276) | ​ | $ | 24,307 | ​
Interest on stockholder notes | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1) | ​
Issuance of common stock upon exercise of stock options | 142 | ​ | ​ | — | ​ | ​ | 334 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 334 | ​
Issuance of common stock in connection with employee stock purchase plan | 69 | ​ | ​ | — | ​ | ​ | 448 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 448 | ​
Issuance of common stock from public offering, net of issuance costs | — | ​ | ​ | — | ​ | ​ | 29 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 29 | ​
Stock-based compensation | — | ​ | ​ | — | ​ | ​ | 1,393 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,393 | ​
Foreign currency translation adjustments | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (99) | ​ | ​ | — | ​ | ​ | (99) | ​
Net income | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,057 | ​ | ​ | 5,057 | ​
Balances as of March 31, 2020 | 30,689 | ​ | $ | 31 | ​ | $ | 373,303 | ​ | $ | (89) | ​ | $ | (1,558) | ​ | $ | (340,219) | ​ | $ | 31,468 | ​

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See accompanying notes to condensed consolidated financial statements.

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EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended
​ | ​ | March 31,
​ |  | 2021 |  | 2020
Cash flows from operating activities: | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 4,911 | ​ | $ | 5,057
Adjustments to reconcile net income to net cash provided by operating activities: | ​ | ​ | ​ | ​ | ​ | ​
Amortization of intangible assets | ​ |  | 26 | ​ |  | 201
Amortization of costs capitalized to obtain revenue contracts | ​ |  | 872 | ​ |  | 607
Amortization of right-of-use assets | ​ | ​ | 1,231 | ​ | ​ | 1,145
Depreciation | ​ |  | 313 | ​ |  | 220
Provision of doubtful accounts | ​ |  | 323 | ​ |  | 127
Deferred income taxes | ​ | ​ | 92 | ​ | ​ | (197)
Stock-based compensation | ​ |  | 1,264 | ​ |  | 1,393
Gain on disposal of property and equipment | ​ | ​ | (1) | ​ | ​ | (2)
Changes in operating assets and liabilities: | ​ | ​ | ​ | ​ | ​ | ​
Accounts receivable | ​ |  | 7,148 | ​ |  | 6,715
Costs capitalized to obtain revenue contracts | ​ |  | (1,050) | ​ |  | (1,018)
Prepaid expenses | ​ | ​ | 602 | ​ | ​ | 572
Other current assets | ​ |  | (14) | ​ |  | 435
Other non-current assets | ​ | ​ | 40 | ​ | ​ | 149
Accounts payable | ​ |  | (1,338) | ​ |  | (2,369)
Accrued compensation | ​ |  | (730) | ​ |  | 780
Accrued liabilities | ​ |  | (499) | ​ |  | 745
Deferred revenue | ​ |  | (6,966) | ​ |  | (5,043)
Operating lease liabilities | ​ | ​ | (1,300) | ​ | ​ | (1,217)
Other long-term liabilities | ​ |  | 83 | ​ |  | 152
Net cash provided by operating activities | ​ |  | 5,007 | ​ |  | 8,452
Cash flows from investing activities: | ​ | ​ | ​ | ​ | ​ | ​
Purchase of property and equipment | ​ | ​ | (354) | ​ |  | (339)
Net cash used in investing activities | ​ |  | (354) | ​ |  | (339)
Cash flows from financing activities: | ​ | ​ | ​ | ​ | ​ | ​
Payments on bank borrowings | ​ |  | — | ​ |  | (31)
Proceeds from bank borrowings | ​ |  | — | ​ |  | 31
Proceeds from exercise of employee stock options | ​ |  | 944 | ​ |  | 334
Proceeds from employee stock purchase plan | ​ | ​ | 508 | ​ | ​ | 448
Net cash provided by financing activities | ​ |  | 1,452 | ​ |  | 782
Effect of change in exchange rates on cash and cash equivalents | ​ |  | 700 | ​ |  | (98)
Net increase in cash, cash equivalents and restricted cash | ​ |  | 6,805 | ​ |  | 8,797
Cash, cash equivalents and restricted cash at beginning of period | ​ |  | 46,615 | ​ |  | 31,867
Cash, cash equivalents and restricted cash at end of period | ​ | $ | 53,420 | ​ | $ | 40,664
​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental cash flow disclosures: | ​ | ​ | ​ | ​ | ​ | ​
Cash paid for interest | ​ | $ | — | ​ | $ | 2
Cash paid for taxes, net of tax refunds | ​ | $ | 94 | ​ | $ | 188
ROU assets and lease liabilities recognized from lease modification | ​ | $ | 779 | ​ | $ | —

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See accompanying notes to condensed consolidated financial statements.

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EGAIN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

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Organization and Nature of Business

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eGain Corporation (“eGain”, the “Company”, “our”, “we” or “us”) automates customer engagement with an innovative Software as a service (SaaS) platform, powered by deep digital, Artificial intelligence (AI), and knowledge capabilities. We are headquartered in the United States. We also operate in United Kingdom and India. We sell mostly to large enterprises across financial services, telecommunications, retail, government, healthcare, and utilities. With our mantra of AX + BX + CX = DX™, we guide clients to effortless Digital experience (DX) by holistically optimizing Agent experience (AX), Business experience (BX), and Customer experience (CX). Approximately one hundred seventy-five leading brands use eGain cloud software to improve customer satisfaction, empower agents, reduce service cost and boost sales.

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Fiscal Year

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Our fiscal year ends on June 30. References to fiscal year 2021 refer to fiscal year ending June 30, 2021.

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Basis of Presentation

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The accompanying condensed consolidated balance sheet as of March 31, 2021 and the condensed consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the three and nine months ended March 31, 2021 and 2020, are unaudited. The consolidated balance sheet as of June 30, 2020 included herein was derived from the audited financial statements as of that date.

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Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles (GAAP), have been condensed or omitted pursuant to such rules and regulations although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented.

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These condensed consolidated financial statements and notes should be read in conjunction with our audited consolidated financial statements and accompanying notes for the fiscal year ended June 30, 2020, included in our Annual Report on Form 10-K. The condensed consolidated balance sheet as of June 30, 2020 was derived from audited consolidated financial statements as of that date but does not include all the information and footnotes required by GAAP for complete financial statements. The results of our operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ending June 30, 2021.

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Principles of Consolidation

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We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and included the accounts of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

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Use of Estimates

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The preparation of financial statements requires us to make estimates and assumptions in the condensed consolidated financial statements and accompanying notes. Actual results could differ significantly from estimates. We make estimates that we believe to be reasonable based on historical experience and other assumptions. Significant estimates and assumptions made by management include the following:

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| ● | Standalone selling price (SSP) of performance obligations for contracts with multiple performance obligations;

| ● | Estimate of variable consideration for performance obligations in connection with Topic 606;

| ● | Period of benefit associated with capitalized costs to obtain revenue contracts;

| ● | Valuation, measurement and recognition of current and deferred income taxes;

| ● | Fair value of stock-based awards,

| ● | Useful lives of intangible assets; and

| ● | Lease term and incremental borrowing rate for lease liabilities.

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Recent Accounting Pronouncements

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Pronouncements Not Yet Adopted

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In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This update simplifies the accounting for income taxes. This update is effective for fiscal years beginning after December 15, 2020 (our fiscal year 2022). We are currently evaluating the impact of this update on our consolidated financial statements and related disclosures.

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Pronouncements Recently Adopted

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In August 2018, FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). This update requires customers in a cloud computing service arrangement to follow the internal-use software guidance to determine which implementation costs to recognize and defer as an asset. We adopted this guidance as of our first quarter of fiscal year 2021 with no impact on our consolidated financial statements.

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Revenue Recognition

Revenue Recognition Policy

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Our revenue is comprised of two categories including subscription and professional services. Subscription includes SaaS revenue and legacy revenue. SaaS revenue includes revenue from cloud delivery arrangements, term licenses, and embedded OEM royalties and associated support. Legacy revenue is associated with license, or maintenance and support contracts on perpetual license arrangements that we no longer offer. Professional services includes consulting, implementation and training.

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Significant Judgment Applied in the Determination of Revenue Recognition

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We enter into contractual arrangements with customers that may include promises to transfer multiple services, such as subscription, support and professional services. With respect to our business, a performance obligation is a promise to transfer a service to a customer that is distinct. Significant judgment is required to determine whether services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting. Additionally, significant judgment is required to determine the timing of revenue recognition.

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We allocate the transaction price to each performance obligation on a relative standalone selling price (SSP). The SSP is the price at which we would sell a promised service separately to one of our customers. Judgment is required to determine the SSP for each distinct performance obligation.

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We determine the SSP by considering our pricing objectives in relation to market demand. Consideration is placed based on our history of discounting prices, size and volume of transactions involved, customer demographics and geographic locations, price lists, contract prices and our market strategy.

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Determination of Revenue Recognition

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Under Topic 606, we recognize revenue upon the transfer of control of promised services to our customers in the amount that is commensurate with the consideration that we expect to receive in exchange for those services. If consideration includes a variable amount in the arrangement, such as service level credits or contingent fees, then we include an estimate of the amount that we expect to receive for the total transaction price.

The amount of revenue that we recognize is based on (i) identifying the contract with a customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating the transaction price to the performance obligations in the contract on a relative SSP basis; and (v) recognizing revenue when, or as, we satisfy each performance obligation in the contract typically through delivery or when control is transferred to the customer.

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Subscription Revenue

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The following customer arrangements are recognized ratably over the contract term as the performance obligations are delivered:

| ● | Cloud delivery arrangements;

| ● | Maintenance and support arrangements; and

| ● | Term license subscriptions which incorporate on-premise software licenses and substantial cloud functionality that are not distinct in the context of our arrangements as such are considered highly interrelated and represent a single combined performance obligation.

For contracts involving distinct software licenses, the license performance obligation is satisfied at a point in time when control is transferred to the customer.

We typically invoice our customers in advance upon execution of the contract or subsequent renewals with payment terms between 30 and 45 days. Invoiced amounts are recorded in accounts receivable, deferred revenue or revenue, depending if control transferred to our customers based on each arrangement.

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The Company has royalty revenue agreements with two partners related to the Company’s embedded intellectual property. Under the terms of these agreements, the partners are to provide to the Company a combined fixed fee and per agent fee, for each software license sold containing the embedded software. These embedded OEM royalties are included as subscription revenue. Under Topic 606-10-55-65 revenue guidance (Topic 606), since these arrangements are for sales-based licenses of intellectual property, the Company recognizes revenue only as the subsequent sale occurs. However, certain sales from one partner are reported with a quarter in arrears, such revenue is recognized at the time it is reported and paid by the customer given that any estimated variable consideration would have to be fully constrained due to the unpredictability of such estimate and the unavoidable risk that it may lead to significant revenue reversals.

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Professional Services Revenue

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Professional services revenue includes system implementation, consulting and training. The transaction price is allocated to various performance obligations based on their stand-alone selling prices. Revenue allocated to each performance obligation is recognized at the earlier of satisfaction of discrete performance obligations, or as work is performed on a time and material basis. Our consulting and implementation service contracts are bid either on a time-and-materials basis or on a fixed-fee basis. Fixed fees are generally paid upon milestone billing or acceptance at pre-determined points in the contract. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred.

Training revenue that meets the criteria to be accounted for separately is recognized when training is provided.

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Costs Capitalized to Obtain Revenue Contracts

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Under Topic 606, we capitalize incremental costs of obtaining a non-cancelable subscription and support revenue contracts. The capitalized amounts consist primarily of sales commissions paid to our direct sales force. Capitalized amounts also include (i) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (ii) the associated payroll taxes and fringe benefit costs associated with the payments to our employees.

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Costs capitalized related to new revenue contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be five years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Commissions for renewal contracts relating to our cloud-based arrangements are expensed when incurred, as we do not consider renewal contracts to be commensurate with initial customer contracts. Historically, any commission associated with renewals have been immaterial. Amortization of costs to obtain revenue contracts is included as a component of sales and marketing expenses in our condensed consolidated statements of operations.

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During the three and nine months ended March 31, 2021, we capitalized $677,000 and $1.1 million of costs to obtain revenue contracts, respectively, and amortized $309,000 and $872,000 to sales and marketing expense, respectively.

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During the three and nine months ended March 31, 2020, we capitalized $459,000 and $1.0 million of costs to obtain revenue contracts, respectively, and amortized $210,000 and $607,000 to sales and marketing expense, respectively.

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Capitalized costs to obtain revenue contracts, net were $3.8 million and $3.4 million as of March 31, 2021 and June 30, 2020, respectively.

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Deferred Revenue

Deferred revenue primarily consists of payments received or invoiced in advance of revenue recognition from cloud delivery arrangements, term licenses and support associated with embedded OEM royalties. Deferred revenue is recognized as revenue once revenue recognition criteria is met. We generally invoice our customers in annual installments. The deferred revenue balance does not represent the total transaction price of our non-cancelable cloud delivery and support arrangements as a result from the timing of revenue recognition. Deferred revenue that is expected to be recognized within one year and beyond one year is classified as current and noncurrent deferred revenue, respectively.

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Segment Information

We operate in one segment: the development, license, implementation and support of our customer interaction software solutions. Operating segments are identified as components of an enterprise for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision-makers in order to make decisions about resources to be allocated to the segment and assess its performance. Our chief operating decision-makers, under ASC 280, Segment Reporting, are our executive management team. Our chief operating decision-makers review financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The Company operates in one operating segment and all required financial segment information can be found in the condensed consolidated financial statements. Results for Asia Pacific represent costs and long-lived assets of our operations in India.

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The following table presents our operating income among our three operating regions (in thousands):

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ | ​ | 2021 |  | 2020 | ​ | 2021 |  | 2020
Income from operations: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
North America | ​ | $ | 996 | ​ | $ | 167 | ​ | $ | 4,314 | ​ | $ | (468)
Europe, Middle East, & Africa | ​ |  | 2,131 | ​ |  | 2,952 | ​ |  | 6,145 | ​ |  | 9,436
Asia Pacific | ​ |  | (1,550) | ​ |  | (1,362) | ​ |  | (4,635) | ​ |  | (4,115)
Income from operations | ​ | $ | 1,577 | ​ | $ | 1,757 | ​ | $ | 5,824 | ​ | $ | 4,853

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The following table presents our long-lived assets, corresponding to our geographic areas are as follows (in thousands):

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, | ​ | June 30,
​ |  | 2021 |  | 2020
Long-lived Assets: | ​ | ​ | ​ | ​ | ​ | ​
North America | ​ | $ | 373 | ​ | $ | 401
Europe, Middle East, & Africa | ​ |  | 87 | ​ |  | 90
Asia Pacific | ​ |  | 314 | ​ |  | 222
Long-lived Assets | ​ | $ | 774 | ​ | $ | 713

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We define long-lived assets as hard assets, that cannot be easily removed, such as property and equipment.

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Concentration of Credit Risk and Significant Customers

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Our financial instruments that are exposed to concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain an allowance for doubtful accounts which is based on historical losses and the number of days past due for collection. Receivables are written off against the allowance when we have exhausted collection efforts without success. Two customers, who are also our partners, accounted for 23% and 13%, respectively, of total revenue during the three months ended March 31, 2021 and 20% and 12%, respectively for the nine months ended March 31, 2021. The same partners, accounted for 18% and 10%, respectively, of total revenue during the three months ended March 31, 2020 and 18% and 10%, respectively, for the nine months ended March 31, 2020.

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Accounts Receivable and Allowance for Doubtful Accounts

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We extend unsecured credit to our customers on a regular basis. Our accounts receivable are derived from revenue earned from customers and are not interest bearing. We also maintain an allowance for doubtful accounts 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 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.

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In certain Company 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 $855,000 and $1.7 million as of March 31, 2021, and June 30, 2020, respectively, and are included in the accounts receivable balance.

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Stock-Based Compensation

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We account for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. Stock-based compensation expense consists of expenses for stock options and our 2017 employee stock purchase plan (ESPP).

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The ESPP provides that eligible employees may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value at the entry date of the applicable offering period or at the end of each applicable purchasing period. The offering period, meaning a period with respect to which the right to purchase shares of our common stock may be granted under the ESPP, will not exceed twenty-seven months and consist of a series of six-month purchase periods. Eligible employees may join the ESPP at the beginning of any six-month purchase period. Under the terms of the ESPP, employees can choose to have between 1% and 15% of their base earnings withheld to purchase the Company’s common stock.

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Determining the fair value of the stock-based awards at the grant date requires significant judgment and the use of estimates, particularly surrounding Black-Scholes valuation assumptions such as stock price volatility and expected option term.

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Below is a summary of stock-based compensation included in the costs and expenses (in thousands):

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ |  | 2021 |  | 2020 | ​ | 2021 |  | 2020
Stock-Based Compensation Expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of revenue | ​ | $ | 88 | ​ | $ | 62 | ​ | $ | 243 | ​ | $ | 148
Research and development | ​ |  | 92 | ​ |  | 171 | ​ |  | 394 | ​ |  | 549
Sales and marketing | ​ |  | 169 | ​ |  | 144 | ​ |  | 475 | ​ |  | 422
General and administrative | ​ |  | 19 | ​ |  | 83 | ​ |  | 152 | ​ |  | 274
Total stock-based compensation expense | ​ | $ | 368 | ​ | $ | 460 | ​ | $ | 1,264 | ​ | $ | 1,393

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Total stock-based compensation includes expense related to non-employee awards of an expense reversal of $12,000 and expense of $21,000 during the three and nine months ended March 31, 2021, respectively. Total stock-based compensation includes expense related to non-employee awards of $14,000 and $57,000 during the three and nine months ended March 31, 2020, respectively.

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Total stock-based compensation includes expense related to the ESPP of $137,000 and $354,000 for the three and nine months ended March 31, 2021, respectively. Total stock-based compensation includes expense related to the ESPP of $87,000 and $211,000 for the three and nine months ended March 31, 2020, respectively.

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We utilize the Black-Scholes valuation model for estimating the fair value of the stock-based compensation of options granted. All shares of our common stock issued pursuant to our stock option 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.

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During the three months ended March 31, 2021 and 2020, we granted options to purchase 47,050 and 46,550 shares of common stock with a weighted-average fair value of $5.98 and $5.12 per share, respectively.

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During the nine months ended March 31, 2021 and 2020, we granted options to purchase 163,625 and 294,875 shares of common stock with a weighted-average fair value of $6.86 and $4.42 per share, respectively.

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We used the following assumptions:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | Nine Months Ended | ​
​ | ​ | March 31, | ​ | ​ | March 31, | ​
​ |  | 2021 |  | 2020 |  | ​ | 2021 |  | 2020 |
Expected volatility | ​ | 72 | % | 71 | % | ​ | 72 | % | 70 | %
Average risk-free interest rate | ​ | 0.60 | % | 1.16 | % | ​ | 0.41 | % | 1.55 | %
Expected life (in years) | ​ | 4.36 | ​ | 4.34 | ​ | ​ | 4.35 | ​ | 4.33 | ​
Dividend yield | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​

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The dividend yield of zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. We determined the appropriate measure of expected volatility by reviewing historic volatility in the share price of our common stock, as adjusted for certain events that management deemed to be non-recurring and non-indicative of future events. The risk-free interest rate is derived from the average U.S. 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.

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On June 1, 2020, employees were granted the right to purchase an aggregate of 58,096 shares under the ESPP, and compensation expense related to those purchase rights for the nine months ended March 31, 2021 was $169,000.

On December 1, 2020, employees were granted the right to purchase an aggregate of 74,752 shares under the ESPP, and compensation expense related to those purchase rights for the three and nine months ended March 31, 2021 was $185,000.

On December 1, 2019, employees were granted the right to purchase an aggregate of 69,368 shares under the ESPP, and compensation expense related to those purchase rights for the three and nine months ended March 31, 2020 was $87,000.

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As of March 31, 2021, there were 716,122 shares of common stock available for issuance under the ESPP.

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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.

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In accordance with ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Accounting, we elected to continue to estimate forfeitures in the calculation of stock-based compensation expense.

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As of March 31, 2021 there was approximately $1.2 million of total unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over the weighted-average period of 1.2 years. There were 43,796 and 52,004 options exercised during the three months ended March 31, 2021 and 2020, respectively. There were 213,850 and 141,639 options exercised during the nine months ended March 31, 2021 and 2020, respectively.

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Leases

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

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Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the condensed consolidated financial statements. ROU assets represent the Company’s right to use leased assets over the agreed upon term. Lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term.

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For operating leases, ROU assets and lease liabilities are recognized at the commencement date of the lease. The lease liability is measured as the present value of the lease payments over the lease term, using the rate implicit in the lease if readily determinable. If the rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate at lease commencement. The operating lease right-of-use assets are calculated as the present value of the remaining lease payments plus unamortized initial direct costs and any prepayments, less unamortized lease incentives received.

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Operating leases typically include non-lease components such as common-area maintenance costs. We have elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease component payments that are not fixed are expensed as incurred as variable lease payments.

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Lease terms may include renewal or extension options to the extent they are reasonably certain to be exercised. The assessment of whether renewal or extension options are reasonably certain to be exercised is made at lease commencement. Factors considered in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of any leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option were not exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company has elected not to recognize right-of-use assets and obligations for leases with an initial term of twelve months or less, and has applied a capitalization threshold to recognize a lease on

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the balance sheet. The expense associated with short-term leases and leases that do not meet the Company’s capitalization threshold are recorded to lease expense in the period it is incurred.

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2. REVENUE RECOGNITION

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Disaggregation of Revenue

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The following table presents our subscription and professional services revenue during the three and nine months ended March 31, 2021 and 2020, respectively:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | ​ | March 31,
​ | 2021 |  |  | 2020 | ​ | 2021 |  |  | 2020
Revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SaaS revenue | $ | 16,875 | ​ | $ | 14,817 | ​ | $ | 49,023 | ​ | $ | 41,279
Legacy revenue | ​ | 1,203 | ​ | ​ | 2,102 | ​ | ​ | 4,502 | ​ | ​ | 7,555
Total subscription revenue | ​ | 18,078 | ​ | ​ | 16,919 | ​ | ​ | 53,525 | ​ | ​ | 48,834
Professional services revenue |  | 1,665 | ​ |  | 1,435 | ​ |  | 4,514 | ​ |  | 4,865
Total revenue | $ | 19,743 | ​ | $ | 18,354 | ​ | $ | 58,039 | ​ | $ | 53,699

The following table presents our revenue by geography. Revenue by geography is generally determined on the region of our contracting entity rather than the region of our customer. The relative proportion of our total revenue between each geographic region as presented in the table below was materially consistent across each of our operating regions’ revenue for the periods presented.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ |  | 2021 |  | 2020 | ​ | 2021 |  | 2020
Revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
North America | ​ | $ | 13,630 | ​ | $ | 11,485 | ​ | $ | 40,566 | ​ | $ | 32,049
Europe, Middle East, & Africa | ​ | ​ | 6,113 | ​ |  | 6,869 | ​ |  | 17,473 | ​ |  | 21,650
Total revenue | ​ | $ | 19,743 | ​ | $ | 18,354 | ​ | $ | 58,039 | ​ | $ | 53,699

Contract Balances

Contract assets, if any, consist of unbilled receivables for completed performance obligations which have not been invoiced, and for which we do not have an unconditional right to consideration. Contract liabilities consist of deferred revenue for which we have an obligation to transfer services to customers and have received consideration in advance or the amount is due from customers. Once the obligations are fulfilled, then deferred revenue is recognized to revenue in the respective period. There were no contract assets for the period ended March 31, 2021 and 2020.

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The following table presents the changes in contract liabilities (in thousands):

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Balance as of June 30, 2020 ($) |  | Additions ($) | ​ | Deductions ($) | ​ | Balance as of March 31, 2021 ($)
Contract liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deferred revenue | ​ | ​ | 36,644 | ​ | ​ | 52,543 | ​ | ​ | (57,483) | ​ | ​ | 31,704
Deferred revenue, net of current portion | ​ |  | 4,826 | ​ |  | — | ​ |  | (1,012) | ​ |  | 3,814

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With respect to deferred revenue balances as of June 30, 2020, $8.3 million and $32.9 million was recognized to revenue during the three and nine months ended March 31, 2021, respectively.

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Remaining Performance Obligations

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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. 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 March 31, 2021, our remaining performance obligations were $62.3 million of which we expect to recognize $50.1 million and $12.2 million as revenue within one year and beyond one year, respectively.

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3. NET INCOME PER COMMON SHARE

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Basic net income per common share is computed using the weighted-average number of shares of common stock outstanding. In periods where net income is reported, the weighted-average number of shares is increased by warrants and options in the money to calculate diluted net income per common share.

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ | ​ | 2021 | ​ | 2020 | ​ | 2021 | ​ | 2020
Net income |  | $ | 1,261 |  | $ | 1,867 | ​ | $ | 4,911 |  | $ | 5,057
Per share information: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings per share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | $ | 0.04 | ​ | $ | 0.06 | ​ | $ | 0.16 | ​ | $ | 0.17
Diluted | ​ | $ | 0.04 | ​ | $ | 0.06 | ​ | $ | 0.15 | ​ | $ | 0.16
Weighted-average shares used in computation: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ |  | 31,068 | ​ |  | 30,662 | ​ |  | 30,962 | ​ |  | 30,580
Effect of dilutive options | ​ | ​ | 1,550 | ​ | ​ | 1,325 | ​ | ​ | 1,684 | ​ | ​ | 1,355
Diluted | ​ |  | 32,618 | ​ |  | 31,987 | ​ |  | 32,646 | ​ |  | 31,935

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Weighted-average shares of stock options to purchase 322,088 and 663,821 shares of common stock for the three months ended March 31, 2021 and 2020, respectively, and weighted-average shares of stock options to purchase 283,600 and 615,649 shares of common stock for the nine months ended March 31, 2021 and 2020, respectively, were not included in the computation of diluted net income per common share due to their anti-dilutive effect. Such securities could have a dilutive effect in future periods.

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4. INCOME TAXES

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Income taxes are accounted for using the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. For the legacy eGain business in the United States, based upon the weight of available evidence, which includes our historical operating performance, our future investment plans, and the uncertainty in the current market environment due to COVID-19, we have provided a full valuation allowance against our net deferred tax assets. For the legacy eGain business in the United Kingdom, based on the positive evidence, the Company has determined it would be able to utilize the deferred tax assets and does not have a valuation allowance against the deferred tax assets. The remaining eGain foreign operations as well as Exony’s business have historically been profitable and we believe it is more likely than not that those assets will be realized. Our tax provision primarily relates to foreign activities as well as state income taxes. Our income tax rate differs from the statutory tax rates primarily due to the utilization of net operating loss carry-forwards which had previously been valued against as well as our foreign operations.

We account for uncertain tax positions according to the provisions of ASC 740. ASC 740 contains a two-step approach for recognizing and measuring uncertain tax positions. Tax positions are evaluated for recognition by determining if the weight of available evidence indicates that it is probable that the position will be sustained on audit, including resolution of related appeals or litigation. Tax benefits are then measured as the largest amount which is more than 50% likely of being realized upon ultimate settlement. 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.

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As of June 30, 2020, we completed a study under Section 382 of the Internal Revenue Code of 1986, and have determined there was no reduction in net operating losses (NOL) as a result of any ownership changes since eGain’s formation. Utilization of the 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.

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The 2017 Tax Cuts and Jobs Act includes a provision to tax global intangible low-taxed income (GILTI) of foreign subsidiaries. As of March 31, 2021, we estimate $2.1 million of GILTI income inclusion and used our net operating losses to offset our taxable income.

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5. | LEASES

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We lease our office facilities under non-cancelable operating leases that expire on various dates through fiscal year 2024. Additionally, we are the sublessor for certain office space. All of our office leases are classified as operating leases with lease expense recognized on a straight-line basis over the lease term. Lease right-of-use assets and liabilities are recognized at the commencement date at the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments.

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Total operating lease costs were $437,000 and $436,000 for the three months ended March 31, 2021 and 2020, respectively. Total operating lease costs were $1.3 million for the nine months ended March 31, 2021 and 2020, respectively.

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Operating lease amounts above do not include sublease income. The Company secured a sublease agreement with a third party and recognized sublease income of $154,000 for the three months ended March 31, 2021 and 2020, and $463,000 for the nine months ended March 31, 2021 and 2020.

For the three and nine months ended March 31, 2021, operating cash outflows for operating leases were $461,000 and $1.5 million, respectively. For the three and nine months ended March 31, 2020, operating cash outflows for operating leases were $457,000 and $1.4 million, respectively.

During the nine months ended March 31, 2021, the Company modified two of its existing operating leases which resulted in an increase to operating lease right-of-use assets and operating lease liabilities in the amount of $779,000.

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, | ​ | June 30, | ​
​ | ​ | 2021 | ​ | 2020 | ​
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating lease right-of-use assets | ​ | $ | 2,604 | ​ | $ | 2,962 | ​
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating lease liabilities | ​ | ​ | 1,768 | ​ | ​ | 1,753 | ​
Operating lease liabilities, net of current portion | ​ | ​ | 933 | ​ | ​ | 1,385 | ​

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The following table presents information about the weighted average lease term and discount rate as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of March 31, 2021 | ​ | ​ | As of June 30, 2020 | ​ | ​
Weighted average remaining lease term (in years) | ​ | ​ | 1.95 | ​ | ​ | ​ | 2.01 | ​ | ​
Weighted average discount rate | ​ | ​ | 4.77 | % | ​ | ​ | 4.81 | % | ​

​

​

As of March 31, 2021, remaining maturities of lease liabilities are as follows (in thousands):

​ | ​ | ​ | ​
Fiscal Period: | ​ | ​ | ​
Remaining three months of fiscal 2021 | ​ | $ | 460
Fiscal 2022 | ​ | ​ | 1,533
Fiscal 2023 | ​ |  | 577
Fiscal 2024 | ​ |  | 251
Fiscal 2025 | ​ | ​ | —
Thereafter | ​ | ​ | —
Total minimum lease payments | ​ | ​ | 2,821
Less: Imputed interest | ​ | ​ | (120)
Total | ​ | $ | 2,701

​

​

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​

6. COMMITMENTS AND CONTINGENCIES

​

Litigation

​

In the ordinary course of business, we are involved in various legal proceedings and claims related to alleged infringement of intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour, and other claims that are not expected to have a material impact on our business or our consolidated financial statements. We have been, and may in the future be, put on notice and/or sued by third parties for alleged infringement of their proprietary rights, including patent infringement.

​

We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. Our technologies may be subject to injunction if they are found to infringe the rights of a third party. In addition, our agreements require us to indemnify our customers for third-party intellectual property infringement claims, which could increase the cost to us of an adverse ruling on such a claim.

​

Warranty

​

We generally warrant that the program portion of our software will perform substantially in accordance with certain specifications for a period up to one year from the date of delivery. Our liability for a breach of this warranty is either a return of the license fee or providing a fix, patch, work-around or replacement of the software.

​

We also provide standard warranties against and indemnification for the potential infringement of third party intellectual property rights to our customers relating to the use of our products, as well as indemnification agreements with certain officers and employees under which we may be required to indemnify such persons for liabilities arising out of their duties to us. The terms of such obligations vary. Generally, the maximum obligation is the amount permitted by law. Historically, costs related to these warranties have not been significant. However, we cannot guarantee that a warranty reserve will not become necessary in the future.

​

Indemnification

​

We have agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request.

​

Transfer Pricing

​

We have received transfer-pricing assessments from tax authorities with regard to transfer pricing issues for certain fiscal years, which we have appealed with the appropriate authority. We review the status of each significant matter and assess its potential financial exposure. We believe that such assessments are without merit and would not have a significant impact on our consolidated financial statements.

​

Contractual Commitments

​

Our principal contractual commitments consist of obligations under leases for office space. Lease agreements are evaluated to determine whether an arrangement is or contains a lease in accordance with ASC 842, Leases.

​

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7. FAIR VALUE MEASUREMENT

​

ASC 820, Fair Value Measurement (ASC 820), defines fair value, establishes a framework for measuring fair value of assets and liabilities, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the assets or liabilities in an orderly transaction between market participants on the measurement date. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings or other comprehensive income when they occur. ASC 820 applies whenever other statements require or permit assets or liabilities to be measured at fair value.

​

ASC 820 includes a fair value hierarchy, of which the first two are considered observable and the last unobservable, that is intended to increase the consistency and comparability in fair value measurements and related disclosures. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions.

​

The fair value hierarchy consists of the following three levels:

​

Level 1 – instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

​

Level 2 – instrument valuations are obtained from readily-available pricing sources for comparable instruments.

​

Level 3 – instrument valuations are obtained without observable market value and require a high level of judgment to determine the fair value.

​

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 March 31, 2021 and June 30, 2020, cash equivalents classified as level 1 instruments were measured at $42.5 million and $41.8 million, respectively.

​

​

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Item 2. 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, 2020.

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 may be identified by the use of the words such as “anticipates,” “believes,” “continue,” “could,” “would,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “should,” or “will” and similar expressions or the negative of those terms. The forward-looking statements include, but are not limited to, statements regarding: the impact of a novel strain of coronavirus (COVID-19) pandemic on our employees and customers; our SaaS only business model and that our belief that it affords recurring revenue visibility, more predictability and 50% faster time to value to SaaS clients; our belief that SaaS revenue better reflects business momentum; our expectations regarding increase in SaaS revenue and decrease in legacy support fees; the effect of changes in macroeconomic factors beyond our control; our lengthy sales cycles and the difficulty in predicting timing of sales or delays; competition in the markets in which we do business and our competitive advantages; our expectations regarding the composition of our customers and the result of a loss of a significant customer; our beliefs regarding our prospects for our business; the adequacy of our capital resources and our ability to raise additional financing; the development and expansion of our strategic and third party distribution partnerships and relationships with systems integrators; legal liability or the effect of negative publicity for the services provided to consumers through our technology platforms; our ability to compete; the operational integrity and maintenance of our systems; the effect of unauthorized access to a customer’s data or our data or our IT systems and cybersecurity attacks; the uncertainty of demand for our products; our beliefs regarding the attributes and anticipated customer benefits of our products; our ability to increase the profitability of our subscription services; our ability to hire additional personnel and retain key personnel; our ability to expand and improve our sales performance and marketing activities, and expectations regarding sales and marketing expenses; our ability to manage our expenditures and estimate future expenses, revenue, and operational requirements; the effect of changes to management judgments and estimates; the impact of any modification to our pricing practices in the future; our beliefs regarding our international operations; our ability to timely adapt and comply with changing European regulatory and political environments; uncertainty relating to the implementation and effect of Brexit; the effect of recent changes in U.S. tax legislation; our inability to successfully detect weaknesses or errors in our internal controls; our ability to take adequate precautions against claims or lawsuits made by third parties, including alleged infringement of proprietary rights; the potential impact of foreign currency fluctuations; the impact of accounting pronouncements and our critical accounting policies, judgments, estimates, models and assumptions on our financial results; and our expectations with respect to revenue, cost of revenue, expenses and other financial metrics.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected. These risks and uncertainties include, but are not limited to, those risks described in the summary below, as well as those risks which are further discussed in Item 1A “Risk Factors” in this report:

Summary Risk Factors

​

● | We face risks related to health epidemic, including the COVID-19 pandemic, which could have a material adverse effect on our business, financial condition and results of operations. 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.

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● | The market for customer engagement software is intensely 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 United States, which exposes us to additional risks that may not exist in the United States. These risks in turn could cause our operating results and financial condition to suffer.

● | Unplanned system interruptions and capacity constraints and failure to effect efficient transmission of customer communications and data over the Internet could harm our business and reputation.

● | 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 European Union’s General Data Protection Regulation (GDPR), could expose us to risks of noncompliance and costs associated with compliance.

● | Privacy concerns and laws, evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our solutions and adversely affect our business.

● | We rely on trademark, copyright, trade secret laws, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and if these rights are impaired, then our ability to generate revenue will be harmed.

● | Our insiders who are significant stockholders have the ability to exercise significant control over matters requiring stockholder approval, including the election of our board of directors, and may have interests that conflict with those of other stockholders.

​

These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to update any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. You should, however, review additional disclosures we make in the reports we file with the SEC, including but not limited to the Risk Factors associated with our business.

​

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 the parent company and excludes its subsidiaries.

​

eGain and the eGain® are trademarks of eGain Corporation. We also refer to trademarks of other corporations and organizations in this Quarterly Report on Form 10-Q.

​

Overview

​

eGain automates customer engagement with an innovative Software as a service (SaaS) platform, powered by deep digital, Artificial intelligence (AI), and knowledge capabilities. We are headquartered in the United States. We also operate in United Kingdom and India. We sell mostly to large enterprises across financial services, telecommunications, retail, government, healthcare, and utilities. With our mantra of AX + BX + CX = DX™, we guide clients to effortless Digital experience (DX) by holistically optimizing Agent experience (AX), Business experience (BX), and Customer experience (CX). Approximately one hundred seventy-five leading brands use eGain cloud software to improve customer satisfaction, empower agents, reduce service cost and boost sales.

​

We have transitioned from a hybrid model, where we sold both SaaS and perpetual license solutions, to a SaaS only business model. Today, we sell only SaaS to new clients and are actively migrating our remaining perpetual license clients to SaaS. As we continue to migrate our legacy perpetual license clients to SaaS, we expect our legacy revenue, primarily comprising annual maintenance and support fees for legacy perpetual license clients to continue to decline.

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We believe our go-forward SaaS business model affords us recurring revenue visibility and more predictability. Our transition affirmed our view that SaaS clients adopt our product innovation much faster than our perpetual license clients and get better service levels. We believe SaaS clients enjoy up to 50% faster time to value from their eGain investment.

​

We have operations in the US, UK, and India.

​

COVID-19

​

In December 2019, COVID-19 was first reported in Wuhan, China. In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic, and the virus continues to spread in areas where we operate and sell our products and services. Several public health organizations have recommended, and many local governments have implemented, certain measures to slow and limit the transmission of COVID-19, including shelter-in-place and social distancing orders, which has resulted in a significant deterioration of economic conditions in the countries in which we operate.

​

The impact of COVID-19 and the related disruptions caused to the global economy and our business did not have a material adverse impact on our business during the three and nine months ended March 31, 2021.

​

In response to the outbreak of COVID-19, we have taken the following measures to date:

​

| ● | Implemented work-from-home and social distancing policies throughout our organization;

| ● | Suspended all employee travel;

| ● | Moved certain sales and marketing events to a virtual platform; and

| ● | Looked to our customer’s needs to best support their operations during this crisis.

​

The effect of the COVID-19 pandemic, may not be fully reflective in our results of operations and overall financial performance until further periods, if at all. The impact, if any, of operational changes we may implement is uncertain, but changes we have implemented as of the filing date have not affected and are not expected to affect our ability to maintain operations. We will continuously monitor the situation to determine what actions may be necessary or appropriate to address the impact of the COVID-19 pandemic, which may include actions mandated or recommended by federal, state or local government authorities. See our “Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic on or business.

​

Key Financial Measures

​

We monitor the key financial performance measures set forth below as well as cash and cash equivalents, 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.

SaaS Revenue

With our transition to a SaaS only business model, we believe SaaS revenue better reflects our business momentum, and, to analyze progress, we disaggregate our subscription revenue growth between:

| ● | SaaS revenue, which is defined as revenue from cloud delivery arrangements, term licenses and embedded OEM royalties and associated support; and

| ● | Legacy revenue, which is defined as revenue from maintenance and support contracts on perpetual license arrangements that we no longer offer.

​

​

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The following table presents a break out of subscription revenue between SaaS revenue and legacy revenue for each of the following periods:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, |  |  |  |  |  |
(in thousands) |  | 2021 |  | 2020 |  | Change | ​ | ​ | 2021 |  | 2020 |  | Change | ​
SaaS revenue | ​ | $ | 16,875 | ​ | $ | 14,817 | ​ | $ | 2,058 | ​ | 14 | % | ​ | $ | 49,023 | ​ | $ | 41,279 | ​ | $ | 7,744 | ​ | 19 | %
Legacy revenue | ​ |  | 1,203 | ​ |  | 2,102 | ​ |  | (899) | ​ | (43) | % | ​ |  | 4,502 | ​ |  | 7,555 | ​ |  | (3,053) | ​ | (40) | %
Total subscription revenue | ​ | $ | 18,078 | ​ | $ | 16,919 | ​ | $ | 1,159 | ​ | 7 | % | ​ | $ | 53,525 | ​ | $ | 48,834 | ​ | $ | 4,691 | ​ | 10 | %

​

As we continue to migrate our legacy perpetual license customers to SaaS only model, we expect our legacy revenue to continue to decline.

SaaS and Professional Services Revenue

​

As we continue to shift to a SaaS only business model, substantially all of professional services revenue is now generated from our SaaS customer base. We believe the combination of SaaS and professional services revenue is a useful measure to value our business on a forward-looking basis.

​

The following table presents total SaaS and professional services revenue for each of the following periods:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, |  |  |  |  |  |
(in thousands) |  | 2021 |  | 2020 |  | Change | ​ | ​ | 2021 |  | 2020 |  | Change | ​
SaaS revenue | ​ | $ | 16,875 | ​ | $ | 14,817 | ​ | $ | 2,058 | ​ | 14 | % | ​ | $ | 49,023 | ​ | $ | 41,279 | ​ | $ | 7,744 | ​ | 19 | %
Professional services revenue | ​ |  | 1,665 | ​ |  | 1,435 | ​ |  | 230 | ​ | 16 | % | ​ |  | 4,514 | ​ |  | 4,865 | ​ |  | (351) | ​ | (7) | %
Total SaaS and professional services revenue: | ​ | $ | 18,540 | ​ | $ | 16,252 | ​ | $ | 2,288 | ​ | 14 | % | ​ | $ | 53,537 | ​ | $ | 46,144 | ​ | $ | 7,393 | ​ | 16 | %

​

Non-GAAP Operating Income

​

Non-GAAP operating income is defined as operating income, adjusted for the impact of stock-based compensation expense and amortization of acquired intangible assets.

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 generally accepted accounting principles in the United States of America (GAAP).

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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
​ | March 31, | ​ | March 31,
​ | 2021 |  | 2020 | ​ | 2021 |  | 2020
Income from operations | $ | 1,577 | ​ | $ | 1,757 | ​ | $ | 5,824 | ​ | $ | 4,853
Add: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stock-based compensation | ​ | 368 | ​ | ​ | 460 | ​ | ​ | 1,264 | ​ | ​ | 1,393
Amortization of intangibles assets | ​ | — | ​ | ​ | 67 | ​ | ​ | 26 | ​ | ​ | 201
Non-GAAP income from operations | $ | 1,945 | ​ | $ | 2,284 | ​ | $ | 7,114 | ​ | $ | 6,447

​

Critical Accounting Policies and Estimates

​

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

​

We believe that the assumptions and estimates associated with revenue recognition, stock-based compensation, allowance for doubtful accounts, the valuation of goodwill and intangible assets, the valuation of deferred tax allowance, and legal contingencies have the greatest potential impact on our consolidated financial statements. We evaluate these estimates on an ongoing basis. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

​

Sources of Revenue

Our revenue is comprised of two categories, subscription and professional services. Subscription includes SaaS revenue and legacy revenue. SaaS revenue includes revenue from cloud delivery arrangements, term licenses and embedded OEM royalties and associated support. Legacy revenue is revenue associated with support contracts on perpetual license arrangements that we no longer offer. Professional services include consulting, implementation and training.

​

Subscription Revenue

​

For our cloud delivery arrangements, our maintenance and support arrangements and our term license subscriptions that incorporate substantial cloud functionality, the combined performance obligation is recognized ratably over the contract term as the obligation is delivered. For contracts involving distinct software licenses, the license performance obligation is satisfied at a point in time when control is transferred to the customer.

We typically invoice our customers in advance upon execution of the contract or subsequent renewals. Invoiced amounts are recorded in accounts receivable, deferred revenue or revenue, depending on control transferred to our customers based on each arrangement.

​

The Company has royalty revenue agreements with two partners related to the Company’s embedded intellectual property. Under the terms of these agreements, the partners are to provide to the Company a combined fixed fee and per agent fee, for each software license sold containing the embedded software. These embedded OEM royalties are included as subscription revenue. Under Topic 606-10-55-65 revenue guidance (Topic 606), since these arrangements are for sales-based licenses of intellectual property, the Company recognizes revenue only as the subsequent sale occurs. However, certain sales from one partner are reported with a quarter in arrears, such revenue is recognized at the time it is reported and paid by the customer given that any estimated variable consideration would have to be fully constrained due to the unpredictability of such estimate and the unavoidable risk that it may lead to significant revenue reversals.

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Professional Services Revenue

​

Professional services revenue includes system implementation, consulting and training. The transaction price is allocated to various performance obligations based on their stand-alone selling prices. Revenue allocated to each performance obligation is recognized as work is performed. Our consulting and implementation service contracts are bid either on a time-and-materials basis or on a fixed-fee basis. Fixed fees are generally paid on milestone billing at pre-determined points in the contract. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred.

Training revenue that meets the criteria to be accounted for separately is recognized when training is provided.

​

Remaining Performance Obligations

Remaining performance obligations represent contracted revenue that had not yet been recognized, and include billed deferred revenue, consisting of amounts invoiced to customers whether collected or uncollected which have not been recognized as revenue, as well as unbilled 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 March 31, 2021, our remaining performance obligations were $62.3 million, of which we expect to recognize $50.1 million and $12.2 million as revenue within one year and beyond one year, respectively.

​

We expect our remaining performance obligations to change quarterly for several reasons including the timing of new contracts and renewals, duration and size of our subscription and support arrangements, variable billing cycles and foreign exchange rate fluctuation. We typically issue renewal invoices in advance of the renewal service period. Depending on timing, the initial invoice and subsequent renewal invoices may occur in different quarters. This may result in an increase or decrease to our accounts receivable and deferred revenue.

​

Costs Capitalized to Obtain Revenue Contracts

Under Topic 606, we capitalize incremental costs to obtain non-cancelable subscription and maintenance and support revenue contracts with amortization periods that may extend longer than the non-cancelable subscription and maintenance and support revenue contract terms.

​

We capitalize incremental costs of obtaining a non-cancelable subscription and maintenance and support revenue contract with amortization periods of one year or more. The capitalized amounts consist primarily of sales commissions paid to our direct sales force. Capitalized amounts also include (i) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (ii) the associated payroll taxes and fringe benefit costs associated with the payments to our employees.

​

Costs capitalized related to new revenue contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be five years. We determine the period of benefit by taking into consideration the period from initial contract through renewal, which constitutes the length of our customer relationship or customer life. Amortization of costs capitalized related to new revenue contracts is included as a component of sales and marketing expense in our operating results.

​

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Results of Operations

​

The following table sets forth certain items reflected in our condensed consolidated statements of operations expressed as a percent of total revenue for the periods indicated:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended |  | ​ | Nine Months Ended |
​ | ​ | March 31, |  | ​ | March 31, |
​ |  | 2021 |  | 2020 |  | ​ | 2021 |  | 2020 |
Revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Subscription | ​ | 92 | % | 92 | % | ​ | 92 | % | 91 | %
Professional services | ​ | 8 | % | 8 | % | ​ | 8 | % | 9 | %
Total revenue | ​ | 100 | % | 100 | % | ​ | 100 | % | 100 | %
Cost of revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of subscription | ​ | 17 | % | 20 | % | ​ | 17 | % | 21 | %
Cost of professional services | ​ | 8 | % | 10 | % | ​ | 7 | % | 9 | %
Total cost of revenue | ​ | 25 | % | 30 | % | ​ | 24 | % | 30 | %
Gross profit | ​ | 75 | % | 70 | % | ​ | 76 | % | 70 | %
Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Research and development | ​ | 22 | % | 23 | % | ​ | 23 | % | 23 | %
Sales and marketing | ​ | 35 | % | 27 | % | ​ | 32 | % | 27 | %
General and administrative | ​ | 10 | % | 10 | % | ​ | 11 | % | 11 | %
Total operating expenses | ​ | 67 | % | 60 | % | ​ | 66 | % | 61 | %
Income from operations | ​ | 8 | % | 10 | % | ​ | 10 | % | 9 | %

​

Revenue

​

We classify our revenue into two categories: subscription and professional services revenue. We further break down subscription revenue into SaaS revenue and legacy revenue, with SaaS revenue being a key metric.

​

The following table presents our subscription and professional services revenue during the three and nine months ended March 31, 2021 and 2020, respectively:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, |  |  |  |  |  |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change | ​ | ​ | 2021 |  | 2020 |  | Change | ​
Subscription | ​ | $ | 18,078 | ​ | $ | 16,919 | ​ | $ | 1,159 | ​ | 7 | % | ​ | $ | 53,525 | ​ | $ | 48,834 | ​ | $ | 4,691 | ​ | 10 | %
Professional services | ​ |  | 1,665 | ​ |  | 1,435 | ​ |  | 230 | ​ | 16 | % | ​ |  | 4,514 | ​ |  | 4,865 | ​ |  | (351) | ​ | (7) | %
Total revenue | ​ | $ | 19,743 | ​ | $ | 18,354 | ​ | $ | 1,389 | ​ | 8 | % | ​ | $ | 58,039 | ​ | $ | 53,699 | ​ | $ | 4,340 | ​ | 8 | %

​

Total revenue increased $1.4 million and $4.3 million during the three and nine months ended March 31, 2021, compared to the same periods in fiscal year 2020, respectively, due to an increase in SaaS revenue of $2.1 million and $7.7 million during the three and nine months ended March 31, 2021, compared to the same periods in fiscal year 2020. The increase for the three months ended March 31, 2021 was primarily due to an increase in SaaS revenue that was partially offset by a decline in our legacy revenue as we continue to migrate legacy perpetual license customers to our SaaS model. The increase for the nine months ended March 31, 2021 was primarily due to an increase in SaaS revenue that was partially offset by a decline in our legacy revenue and a decline in professional service revenue as we continue to see a reduction in time required for an average implementation project, as a result of the improvements to our product deployment process.

​

Our revenue was impacted by foreign exchange rate fluctuation between the U.S. Dollar, Euro, and British Pound. We recalculate our current period results using the comparable prior period exchange rates to exclude the impact of foreign exchange rate fluctuation. Foreign exchange rate fluctuation resulted in increases of $475,000 and $61,000 in total revenue during the three months ended March 31, 2021 and 2020, respectively. Foreign exchange rate fluctuation resulted in an increase of $885,000 and a decrease of $534,000 for the nine months ended March 31, 2021 and 2020, respectively.

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Subscription Revenue

​

SaaS Revenue

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change |  | ​ | 2021 |  | 2020 |  | Change |
SaaS revenue | ​ | $ | 16,875 | ​ | $ | 14,817 | ​ | $ | 2,058 | ​ | 14 | % | ​ | $ | 49,023 | ​ | $ | 41,279 | ​ | $ | 7,744 | ​ | 19 | %
Percentage of total revenue | ​ |  | 85 | % |  | 81 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 84 | % |  | 77 | % | ​ | ​ | ​ | ​ | ​

​

SaaS revenue includes revenue from cloud delivery arrangements, term licenses and embedded OEM royalties and associated support. Revenue from SaaS increased by $2.1 million and $7.7 million during the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020. In connection with our SaaS transition, we are actively migrating our remaining perpetual license clients to SaaS and continue to sell SaaS to new customers. We expect our SaaS revenue to increase on a year over year basis.

​

SaaS revenue represents 85% and 84% of total revenue for the three and nine months ended March 31, 2021, respectively, compared to 81% and 77% during the same periods in fiscal year 2020. This represented an increase in SaaS revenue of 14% and 19% for the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020.

​

Excluding increases of $380,000 and $732,000 due to foreign exchange rate fluctuation, SaaS revenue increased by $1.7 million and $7.0 million during the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020.

​

Legacy Revenue

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) | ​ | 2021 |  | 2020 |  | Change |  | ​ | 2021 |  | 2020 |  | Change |
Legacy revenue | ​ | $ | 1,203 | ​ | $ | 2,102 | ​ | $ | (899) | ​ | (43) | % | ​ | $ | 4,502 | ​ | $ | 7,555 | ​ | $ | (3,053) | ​ | (40) | %
Percentage of total revenue | ​ |  | 6 | % |  | 11 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 8 | % |  | 14 | % | ​ | ​ | ​ | ​ | ​

​

Legacy revenue is associated with license, maintenance and support contracts on perpetual license arrangements that we no longer offer. We experienced decreases of $899,000 and $3.1 million during the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020. This decrease was primarily due to our focus in migrating our legacy customers to SaaS. We expect these legacy fees to continue to decline in future quarters.

​

Excluding increases of $52,000 and $77,000 due to foreign exchange rate fluctuation, legacy revenue decreased by $951,000 and $3.1 million during the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020.

​

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Professional Services Revenue

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change |  | ​ | 2021 |  | 2020 |  | Change |
Professional services revenue | ​ | $ | 1,665 | ​ | $ | 1,435 | ​ | $ | 230 | ​ | 16 | % | ​ | $ | 4,514 | ​ | $ | 4,865 | ​ | $ | (351) | ​ | (7) | %
Percentage of total revenue | ​ |  | 8 | % |  | 8 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 8 | % |  | 9 | % | ​ | ​ | ​ | ​ | ​

​

Professional services revenue includes consulting, implementation and training. Revenue from professional services increased by $230,000 and decreased by $351,000 during the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020. The increase for three months ended March 31, 2021 compared to the prior year was due to new customer implementations. The nine months ended March 31, 2021 compared to the prior year was decrease primarily due to continued improvements in our product deployment process resulting in a reduction in the time required for an average implementation project.

​

Excluding increases of $43,000 and $76,000 due to foreign exchange rate fluctuation, professional services revenue increased by $187,000 and decreased by $427,000 during the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020.

​

Revenue by Geography

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change | ​ | ​ | 2021 |  | 2020 |  | Change | ​
Domestic | ​ | $ | 13,630 | ​ | $ | 11,485 | ​ | $ | 2,145 | ​ | 19 | % | ​ | $ | 40,566 | ​ | $ | 32,049 | ​ | $ | 8,517 | ​ | 27 | %
International | ​ |  | 6,113 | ​ |  | 6,869 | ​ |  | (756) | ​ | (11) | % | ​ |  | 17,473 | ​ |  | 21,650 | ​ |  | (4,177) | ​ | (19) | %
Total revenue | ​ | $ | 19,743 | ​ | $ | 18,354 | ​ | $ | 1,389 | ​ | 8 | % | ​ | $ | 58,039 | ​ | $ | 53,699 | ​ | $ | 4,340 | ​ | 8 | %

​

Revenue from domestic sales increased by 19% from $11.5 million during the three months ended March 31, 2020 to $13.6 million during the three months ended March 31, 2021 due to increases of (i) $1.3 million in SaaS revenue, (ii) $452,000 in professional services revenue, and (iii) $348,000 in legacy revenue.

​

Revenue from domestic sales increased by 27% from $32 million during the nine months ended March 31, 2020 to $40.6 million during the nine months ended March 31, 2021 due to increases of (i) $7.4 million in SaaS revenue, (ii) $618,000 in legacy revenue, and (iii) $478,000 in professional services revenue.

​

Revenue from international sales decreased by 11% from $6.9 million for the three months ended March 31, 2020 to $6.1 million during the three months ended March 31, 2021, due to decreases of $1.2 million in legacy revenue and $222,000 in professional services revenue; offset by an increase of $714,000 in SaaS revenue.

​

Revenue from international sales decreased by 19% from $21.7 million for the nine months ended March 31, 2020 to $17.5 million during the nine months ended March 31, 2021, due to decreases of $3.7 million in legacy revenue and $830,000 in professional services revenue; offset by an increase of $323,000 in SaaS revenue.

​

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Cost of Revenue

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change |  | ​ | 2021 |  | 2020 |  | Change | ​
Subscription | ​ | $ | 3,341 |  | $ | 3,739 |  | $ | (398) |  | (11) | % | ​ | $ | 9,811 |  | $ | 11,046 |  | $ | (1,235) |  | (11) | %
Professional services | ​ |  | 1,505 | ​ |  | 1,761 | ​ |  | (256) |  | (15) | % | ​ |  | 4,378 | ​ |  | 5,012 | ​ |  | (634) |  | (13) | %
Total cost of revenue | ​ | $ | 4,846 | ​ | $ | 5,500 | ​ | $ | (654) |  | (12) | % | ​ | $ | 14,189 | ​ | $ | 16,058 | ​ | $ | (1,869) |  | (12) | %
Percentage of total revenue | ​ |  | 25 | % |  | 30 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 24 | % |  | 30 | % | ​ | ​ | ​ | ​ | ​
Gross margin | ​ |  | 75 | % |  | 70 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 76 | % |  | 70 | % | ​ | ​ | ​ | ​ | ​

​

Subscription

​

Cost of subscription revenue consists primarily of expenses related to our cloud services and providing support to our customers. These expenses are comprised of cloud computing costs, personnel-related costs directly associated with cloud operations, and customer support, including salaries, benefits, bonuses and stock-based compensation and allocated overhead.

​

Cost of subscription revenue decreased by $398,000 during the three months ended March 31, 2021, from the same period in fiscal year 2020. This decrease was primarily due to decreases of (i) $196,000 in cloud-computing costs, (ii) $149,000 in personnel-related costs, (iii) $67,000 in intangible amortization cost, and (iv) $22,000 in outside consulting costs.

​

Cost of subscription revenue decreased by $1.2 million during the nine months ended March 31, 2021, from the same period in fiscal year 2020. This decrease was primarily due to decreases of (i) $670,000 in cloud-computing costs, (ii) $608,000 in personnel-related costs, and (iii) $175,000 in intangible amortization costs; primarily offset by an increase of $179,000 in outside consulting costs.

​

Excluding increases of $37,000 and $39,000 due to foreign exchange rate fluctuation, cost of subscription revenue decreased by $435,000 and $1.3 million during the three and nine months ended March 31, 2021, respectively, from the same periods in fiscal year 2020. Excluding any future foreign exchange rate fluctuation, we expect our cost of subscription revenue to increase in absolute dollar terms but expect subscription revenue gross margins to improve.

​

Professional Services

​

Cost of professional services consists primarily of personnel-related costs directly associated with our professional services and training departments, including salaries, benefits, bonuses, and stock based-compensation and allocated overhead.

​

Cost of professional services decreased $256,000 during the three months ended March 31, 2021, from the same period in fiscal year 2020. This decrease was primarily due to decreases of $233,000 in personnel-related costs and $50,000 in outside consulting costs.

​

Cost of professional services decreased by $634,000 during the nine months ended March 31, 2021, from the same period in fiscal year 2020. This decrease was primarily due to decreases of $527,000 in personnel-related costs which was cross charge to other departments and $142,000 in outside consulting costs.

​

Excluding increases of $27,000 and $34,000 due to foreign exchange rate fluctuation, cost of professional services revenue decreased by $283,000 and $668,000 during the three and nine months ended March 31, 2021, respectively, compared to the same periods in fiscal year 2020.

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Operating Expenses

​

Research and Development

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change |  | ​ | 2021 |  | 2020 |  | Change |
Research and development | ​ | $ | 4,371 | ​ | $ | 4,205 | ​ | $ | 166 | ​ | 4 | % | ​ | $ | 13,384 | ​ | $ | 12,255 | ​ | $ | 1,129 | ​ | 9 | %
Percentage of total revenue | ​ |  | 22 | % |  | 23 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 23 | % |  | 23 | % | ​ | ​ | ​ | ​ | ​

​

Research and development expense primarily consists of personnel-related expenses directly associated with our engineering, product management and development, and quality assurance staff. Included in these costs are salaries, benefits, bonuses, and stock-based compensation and allocated overhead. Research and development expense also includes outside consulting services contracted for research and development, and amortization of intangible assets.

​

Research and development expense increased 4% to $4.4 million for the three months ended March 31, 2021, from $4.2 million in the same period in fiscal year 2020. Excluding an increase of $56,000 due to foreign exchange rate fluctuation between the U.S. Dollar, Euro, British Pound and Indian Rupee, research and development expense increased primarily due to an increase of $192,000 in personnel-related costs; offset by a decrease of $81,000 from outside consulting costs.

​

Research and development expense increased 9% to $13.4 million for the nine months ended March 31, 2021, from $12.3 million in the same period in fiscal year 2020. Excluding an increase of $39,000 due to foreign exchange rate fluctuation between the U.S. Dollar, Euro, British Pound and Indian Rupee, research and development expense increased primarily due to an increase of $1.3 million in personnel-related costs and cross charges from other departments; offset by a decrease of $213,000 from outside consulting costs.

​

Excluding any future foreign exchange rate fluctuation, we expect our research and development expense to remain relatively consistent as a percentage of total revenue in future quarters based on our product development plans.

​

Sales and Marketing

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change | ​ | ​ | 2021 |  | 2020 |  | Change |
Sales and marketing | ​ | $ | 6,927 | ​ | $ | 5,064 | ​ | $ | 1,863 | ​ | 37 | % | ​ | $ | 18,824 | ​ | $ | 14,622 | ​ | $ | 4,202 | ​ | 29 | %
Percentage of total revenue | ​ |  | 35 | % |  | 27 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 32 | % |  | 27 | % | ​ | ​ | ​ | ​ | ​

​

Sales and marketing expense primarily consists of personnel-related expenses directly associated with our sales, marketing and business development staff. Included in these costs are salaries, benefits, bonuses, and stock-based compensation and allocated overhead. Sales and marketing expenses also include amortization of commissions paid to our sales staff, lead generation activities, advertising, trade show and other promotional costs and, to a lesser extent, occupancy costs and related overhead.

​

Sales and marketing expenses increased 37% to $6.9 million for the three months ended March 31, 2021, from $5.1 million in the same period in fiscal year 2020. Excluding an increase of $137,000 due to foreign exchange rate fluctuation between the U.S. Dollar, Euro, British Pound and Indian Rupee, sales and marketing expense increased primarily due to increases of (i) $1.7 million in personnel-related expenses and cross charges from other departments, (ii) $37,000 in outside consulting expenses, and (iii) $18,000 in marketing program expenses.

​

Sales and marketing expenses increased 29% to $18.8 million for the nine months ended March 31, 2021, from $14.6 million in the same period in fiscal year 2020. Excluding an increase of $252,000 due to foreign exchange rate fluctuation between the U.S. Dollar, Euro, British Pound and Indian Rupee, sales and marketing expense increased primarily due to

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increases of $4.1 million in personnel-related expenses and cross charges from other departments and $51,000 in outside consulting expenses; offset by a decrease of $183,000 in marketing program expenses.

​

Excluding any future foreign exchange rate fluctuation, we expect our sales and marketing expense to increase as a percentage of total revenue in future quarters based on our current business plan.

​

General and Administrative

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change |  | ​ | 2021 |  | 2020 |  | Change |
General and administrative | ​ | $ | 2,022 | ​ | $ | 1,828 | ​ | $ | 194 | ​ | 11 | % | ​ | $ | 5,818 | ​ | $ | 5,911 | ​ | $ | (93) | ​ | (2) | %
Percentage of total revenue | ​ |  | 10 | % |  | 10 | % | ​ | ​ | ​ | ​ | ​ | ​ |  | 10 | % |  | 11 | % | ​ | ​ | ​ | ​ | ​

​

General and administrative expense primarily consists of personnel-related expenses directly associated with our finance, human resources, administrative and legal personnel. Included in these costs are salaries, benefits, bonuses, and stock-based compensation and allocated overhead. General and administrative expenses also include fees for professional services, provision for doubtful accounts and, to a lesser extent, occupancy costs and related overhead.

​

General and administrative expenses increased 11% to $2.0 million for the three months ended March 31, 2021, from $1.8 million in the same period in fiscal year 2020. Excluding an increase of $27,000 due to foreign exchange rate fluctuation between the U.S. Dollar, Euro, British Pound and Indian Rupee, general and administrative expense increased primarily due to increases of (i) $109,000 in bad debt expenses, (ii) $76,000 in legal expenses, (iii) $72,000 in outside consulting expenses, and (iv) $17,000 in accounting, audit, and administrative expenses; primarily offset by a decrease of $118,000 in personnel-related expenses.

​

General and administrative expenses decreased 2% to $5.8 million for the nine months ended March 31, 2021, from $5.9 million in the same period in fiscal year 2020. Excluding an increase of $42,000 due to foreign exchange rate fluctuation between the U.S. Dollar, Euro, British Pound and Indian Rupee, general and administrative expense decreased primarily due to decreases of (i) $285,000 in personnel-related expenses, (ii) $95,000 in accounting, audit, and administrative expenses, and (iii) $15,000 in legal expenses; primarily offset by increases of $194,000 in bad debt expenses and $41,000 in outside consulting expenses.

​

Excluding any future foreign exchange rate fluctuation, we expect our general and administrative expense to remain relatively consistent as a percentage of total revenue in future quarters based on our current business plan.

​

Income from Operations

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |  | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | March 31, | ​ | ​ | ​ | ​ | ​ |  | March 31, | ​ | ​ | ​ | ​ | ​ |
(in thousands, except percentages) |  | 2021 |  | 2020 |  | Change |  | 2021 |  | 2020 |  | Change |
Income from operations | ​ | $ | 1,577 |  | $ | 1,757 |  | $ | (180) | ​ | (10) | % | $ | 5,824 |  | $ | 4,853 |  | $ | 971 | ​ | 20 | %
Operating margin | ​ |  | 8 | % |  | 10 | % |  | ​ | ​ | ​ | ​ |  | 10 | % |  | 9 | % |  | ​ | ​ | ​ | ​

​

​

Income from operations was $1.6 million with an operating margin of 8% during the three months ended March 31, 2021. Income from operations during the three months ended March 31, 2021 included $368,000 of stock-based compensation and $309,000 of amortization of costs capitalized to obtain revenue contracts.

​

Income from operations was $5.8 million with an operating margin of 10% during the nine months ended March 31, 2021. Income from operations during the nine months ended March 31, 2021 included (i) $1.3 million of stock-based compensation; (ii) $872,000 of amortization of costs capitalized to obtain revenue contracts; and (iii) $26,000 of amortization of intangible assets.

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Interest Income, Net

Interest income, net consists of interest earned on money market accounts and interest paid on bank borrowings. Interest income, net was income of $5,000 and $113,000 during the three months ended March 31, 2021 and 2020, respectively. Interest income, net was income of $10,000 and $384,000 during the nine months ended March 31, 2021 and 2020, respectively. Interest income, net decreased in the three and nine months ended March 31, 2021, compared to the same periods in fiscal year 2020, primarily due to an unfavorable shift of interest rates from money market accounts. We expect interest income in future quarters to remain relatively low compared to previous periods, as we continue to see low yields in interest rates for the duration of and possibly beyond the COVID-19 pandemic.

​

Other Income (Expense), Net

​

Other income (expense), net was expense of $378,000 and income of $65,000 during the three months ended March 31, 2021 and 2020, respectively. Other income (expense), net was expense of $700,000 and income of $44,000 during the nine months ended March 31, 2021 and 2020, respectively. Other income (expense), net primarily included foreign exchange rate fluctuations on international trade receivables.

​

Income Tax (Provision) Benefit

​

Provision for income taxes consists of federal, state and foreign income taxes. Due to cumulative losses, we maintain a valuation allowance against U.S. deferred tax assets as of March 31, 2021. We consider all available evidence, both positive and negative, including but not limited to earnings history, projected future outcomes, industry and market trends and the nature of each of the deferred tax assets. We recorded income tax benefit of $57,000 and provision of $223,000 for the three and nine months ended March 31, 2021, respectively. We recorded income tax provisions of $68,000 and $224,000 for the three and nine months ended March 31, 2020, respectively.

​

Liquidity and Capital Resources

​

Overview

​

At March 31, 2021 and June 30, 2020, our principal sources of liquidity were cash and cash equivalents, and accounts receivable totaling $69.4 million and $69.3 million, respectively. Our cash, cash equivalents and restricted cash were $53.4 million and $46.6 million as of March 31, 2021 and June 30, 2020, respectively.

​

Cash Flows

For the nine months ended March 31, 2021 and 2020, our cash flows were as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​
​ | Nine Months Ended
​ | March 31,
​ | 2021 |  | 2020
Net cash provided by operating activities | $ | 5,007 | ​ | $ | 8,452
Net cash used in investing activities | ​ | (354) | ​ | ​ | (339)
Net cash provided by financing activities | ​ | 1,452 | ​ | ​ | 782

​

Cash provided by operating activities mainly consists of net income adjusted for non-cash expense items such as depreciation and amortization, expense associated with stock-based awards, the timing of employee related costs including commissions and bonus payments, and changes in operating assets and liabilities during the year.

​

Net cash provided by operating activities decreased by $3.4 million during the nine months ended March 31, 2021, from the same period in fiscal year 2020, driven primarily by the timing of prepayments received from customers for new cloud arrangements and the renewal of existing cloud and support arrangements, as well as the timing of accrued liability payouts.

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​

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Net cash used in investing activities increased by $15,000 during the nine months ended March 31, 2021, from the same period in fiscal year 2020, driven primarily by activities related to the purchase of equipment for new employees and facility expenditures. Historically, cash used in investing activities has been used to purchase equipment and software to support our business and growth.

Net cash provided by financing activities increased by $670,000 during the nine months ended March 31, 2021, from the same period in fiscal year 2020. Our current proceeds consist primarily of proceeds from the exercise of employee stock options and our employee stock purchase plan.

​

Commitments

​

Our principal commitments consist of obligations under leases for office space. Lease agreements are evaluated to determine whether an arrangement is or contains a lease in accordance with ASC 842, Leases. As March 31, 2021, the future non-cancelable minimum payments under these commitments were approximately $2.8 million.

​

Off-Balance Sheet Arrangements

​

As of March 31, 2021, we had no significant off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

​

New Accounting Pronouncements

See Note 1 “Summary of Business and Significant Accounting Policies” to the condensed financial statements for our discussion of new accounting pronouncements adopted and those pending.

​

​

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

​

Foreign Currency Exchange Risk

​

We develop products in the United States and India and sell these products in the United States and internationally. Generally, international sales are made in local currency. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Identifiable assets denominated in foreign currency as of March 31, 2021 totaled approximately $20.9 million. A 10% increase in the value of the dollar relative to other currencies would decrease the value of these assets by $2.1 million. We do not currently use derivative instruments to hedge against foreign exchange risk. As such, we are exposed to market risk from fluctuations in foreign currency exchange rates, principally from the exchange rate between the U.S. Dollar, on the one hand, and the Euro, British Pound and Indian Rupee, on the other hand. An unfavorable change in the foreign currency exchange rates may cause an adverse effect on our financial position or results of operations.

​

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to interest earned on our cash and cash equivalents. The primary objective of our investment activities is to preserve our capital to fund operations. We also seek to maximize income from our investments without assuming significant risk. Our investment policy provides for investments in short-term, low-risk, investment-grade debt instruments. These investments are subject to interest rate risk and will decrease in value if market interest rates increase.

We currently do not hedge interest rate exposure, and we do not have any foreign currency or other derivative financial instruments. To date, we have not experienced a loss of principal on any of our investments. Although we currently expect that our ability to access or liquidate these investments as needed to support our business activities will continue, we cannot ensure that this will not change. We believe that, if market interest rates were to change immediately and uniformly by 10% from levels as of March 31, 2021, the impact on the fair value of these securities or our cash flows or income would not be material.

​

Item 4. Controls and Procedures

​

Evaluation of Disclosure Controls and Procedures.

​

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

​

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2021, our disclosure controls and procedures were effective at the reasonable assurance level.

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Changes in Internal Controls.

​

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(d) under the Exchange Act) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

​

Item 1. Legal Pro ceedings

​

In the ordinary course of business, we are involved in various legal proceedings and claims related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour, and other claims. We have been, and may in the future be, put on notice and/or sued by third parties for alleged infringement of their proprietary rights, including patent infringement.

​

We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. Our technologies may be subject to injunction if they are found to infringe the rights of a third party. In addition, our agreements require us to indemnify our customers for third-party intellectual property infringement claims, which could increase the cost to us of an adverse ruling on such a claim.

​

Item 1A. Risk Factors

The risks and uncertainties described below are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations, cash flows and financial condition.

Risks Related to Our Business and Strategy

We face risks related to health epidemic, including the COVID-19 pandemic, which could have a material adverse effect on our business, financial condition and results of operations.

We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the recent pandemics of respiratory illness caused by a novel coronavirus known as COVID-19, which the World Health Organization characterized as a pandemic in March 2020. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. For example, employees at our headquarters located in Sunnyvale, California, have been subject to shelter-in-place or stay-at-home orders from state and local governments. Our offices in India and United Kingdom have also been impacted by COVID-19 and have been subject to various measures implemented by the local government to reduce the spread of COVID-19. These measures may adversely impact our employees and operations and the operations of our customers and third-party distribution partners, and may negatively impact our sales and marketing activities. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect our sales and marketing activities and our business, financial condition and results of operations.

The spread of COVID-19 has caused us to modify our business practices (including employee travel, mandating that all non-essential personnel in our headquarters to work from home, temporary closures of our offices, and cancellation of physical participation in sales activities, meetings, events and conferences), and we may take further actions as may be required by government authorities, or that we determine are in the best interests of our employees and customers. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. In addition, we face additional risks and challenges related to having a portion of our workforce working from home, including added pressure on our IT systems and the security of our network, and new challenges as our team adjust to online collaboration. If significant portions of our workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, our operations will be impacted.

The extent to which the COVID-19 pandemic impacts our business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent

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normal economic and operating activities can resume. The COVID-19 pandemic could cause fluctuations in foreign currency markets, impact the availability of future borrowings and our ability to access capital, increase the cost of borrowings, increase credit risks of our customers, negatively affect our liquidity and the liquidity and stability of markets of our securities. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business and the value of our securities as a result of its global economic impact, including any recession that has occurred or may occur in the future.

There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a pandemic, and, as a result, the ultimate impact of COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of COVID-19’s impact on our business, our operations, or the global economy as a whole. However, the effects could have a material impact on our results of operations, and we will continue to monitor the situation closely.

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.

Because we recognize revenue when we have satisfied performance obligations to customers in connection with our sales contracts, most of our revenue each quarter results from recognition of deferred revenue related to agreements entered into during previous quarters. Consequently, declines in new or renewed subscription agreements and maintenance agreements that occur in one quarter will largely be felt in future quarters, both because we may be unable to generate sufficient new revenue to offset the decline and because we may be unable to adjust our operating costs and capital expenditures to align with the changes in revenue. In addition, our subscription model makes it more difficult for us to increase our revenue rapidly in any period, because revenue from new customers must be recognized over the applicable subscription term. It is difficult to forecast the expediency of the transition of our license customers to our cloud delivery model. Accordingly, we believe that period-to-period comparisons of our results of operations should not be relied upon as definitive indicators of future performance.

Other factors that may cause our revenue and operating results to fluctuate include:

● | timing of customer budget cycles;

● | the priority our customers place on our products compared to other business investments;

● | size, timing and contract terms of new customer contracts, and unpredictable and often lengthy sales cycles;

● | reduced renewals;

● | competitive factors, including new product introductions, upgrades and discounted pricing or special payment terms offered by our competitors, as well as strategic actions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

● | technical difficulties, errors or service interruptions in our solutions that may cause customer dissatisfaction with our solutions;

● | consolidation among our customers, which may alter their buying patterns, or business failures that may reduce demand for our solutions;

● | operating expenses associated with expansion of our sales force or business, and our product development efforts;

● | cost, timing and management efforts related to the introduction of new features to our solutions;

● | our ability to obtain, maintain and protect our intellectual property rights and adequately safeguard the information imported to our solutions or otherwise provided to us by our customers; and

● | extraordinary expenses such as impairment charges, litigation or other payments related to settlement of disputes.

Any of these developments may adversely affect our revenue, operating results and financial condition. Furthermore, we maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In such cases, we may be required to defer revenue recognition on sales to affected customers. In the

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future, we may have to record additional reserves or write-offs, or defer revenue on sales transactions, which could negatively impact our financial results.

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

Even though our subscription contracts are typically structured for auto-renewals, we do allow our customers to elect not to renew their subscriptions for our service after the expiration of their initial subscription period, which is typically 12 to 36 months, and some customers have elected not to renew. In addition, our customers may choose to renew for fewer subscriptions (in quantity or products) or renew for shorter contract lengths. We cannot accurately predict renewal rates given our varied customer base of enterprise and small and medium size business customers and the number of multiyear subscription contracts. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our service, decreases in customers’ spending levels, decreases in the number of users at our customers, pricing changes and general economic conditions. If our customers do not renew their subscriptions for our service or reduce the number of paying subscriptions at the time of renewal, our revenue will decline, and our business will suffer.

Our future success also depends in part on our ability to sell additional features and services, more subscriptions or enhanced editions of our service to our current customers. This may also require increasingly sophisticated and costly sales efforts that are targeted at senior management. Similarly, the rate at which our customers purchase new or enhanced services depends on a number of factors, including general economic conditions and our customers’ reactions to price changes related to these additional features and services. If our efforts to upsell to our customers are not successful and negative reaction occurs, our business may suffer.

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

The long sales cycle for our products may cause license and subscription revenue and operating results to vary significantly from period to period. The sales cycle for our products can be six months or more and varies substantially from customer to customer. Because we sell complex and deeply integrated solutions, it can take many months of customer education to secure sales. Since our potential customers may evaluate our products before, if ever, executing definitive agreements, we may incur substantial expenses and spend significant management and legal effort in connection with a potential customer.

Our multi-product offering and the increasingly complex needs of our customers contribute to a longer and unpredictable sales cycle. Consequently, we often face difficulty predicting the quarter in which expected sales will actually occur. This contributes to the uncertainty and fluctuations in our future operating results. In particular, the corporate decision-making and approval process of our customers and potential customers has become more complicated. This has caused our average sales cycle to further increase and, in some cases, has prevented the closure of sales that we believed were likely to close.

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.

We have in the past and expect in the future to derive a substantial portion of our revenue from sales to a relatively small number of customers. The composition of these customers has varied in the past, and we expect that it will continue to vary over time. The loss of any significant customer or a decline in business with any significant customer would materially and adversely affect our financial condition and results of operations.

The market for customer engagement software is intensely competitive, and our business will be adversely affected if we are unable to successfully compete.

The market for customer engagement software is intensely competitive. Other than product innovation and existing customer relationships, there are no substantial barriers to entry in this market, and established or new entities may enter this market in the future. While software internally developed by enterprises represents indirect competition, we also compete directly with packaged application software vendors, including Genesys Telecommunications, LivePerson, Inc., and Moxie Software, Inc. In addition, we face actual or potential competition from larger software companies such as Microsoft Corporation, Oracle Corporation, and similar companies that may attempt to sell customer engagement software to their installed base.

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We believe competition will continue to be fierce as current competitors increase the sophistication of their offerings and as new participants enter the market. Many of our current and potential competitors have longer operating histories, larger customer bases, broader brand recognition, and significantly greater financial, marketing and other resources. With more established and better-financed competitors, these companies may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies, and make more attractive offers to businesses to induce them to use their products or services. If we are unable to compete successfully, our business will be adversely affected.

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.

Expansion and growth of our business is dependent on our ability to expand our sales force and on the ability of our sales force to increase sales. If we are not able to effectively develop and maintain awareness of our products in a cost-effective manner, we may not achieve widespread acceptance of our existing and future products. This may result in a failure to expand and attract new customers and enhance relationships with existing customers. This may impede our efforts to improve operations in our other areas and may result in declines in the market price of our common stock.

Due to the complexity of our customer engagement hub platform and related products and services, we must utilize highly trained sales personnel to educate prospective customers regarding the use and benefits of our products and services as well as provide effective customer support. If we have turnover in our sales and marketing teams, we may not be able to successfully compete with our competitors, and our results of operations and financial condition may be harmed.

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

Our success and future growth depend in part upon the skills, experience, performance and continued service of our distribution partners, including software and hardware vendors and resellers. Our distribution partners engage with us in a number of ways, including assisting us to identify prospective customers, distributing our products and services in geographies where we do not have a physical presence and distributing our products and services where they are considered complementary to other products of the partner or third-party products distributed by the partner. We believe that our future success depends in part upon our ability to develop, maintain and expand strategic, long-term and profitable partnerships and reseller relationships. If we are unable to do so for any reason, including as a result of any change in the leadership of our distribution partners, or if any existing or future distribution partners fail to successfully market, resell, implement or support our products for their customers, or if distribution partners represent multiple providers and devote greater resources to market, resell, implement and support competing products and services, our future revenue growth could be impeded. Our failure to develop, maintain and expand relationships with systems integrators could harm our business.

We sometimes rely on systems integrators to recommend our products to their customers and to install and support our products for their customers. We likewise depend on broad market acceptance by these system integrators of our product and service offerings. Our agreements generally do not prohibit competitive offerings and systems integrators may develop market or recommend software applications that compete with our products. Moreover, if these firms fail to implement our products successfully for their customers, we may not have the resources to implement our products on the schedule required by their customers. To the extent we devote resources to these relationships and the partnerships do not proceed as anticipated or provide revenue or other results as anticipated, our business may be harmed. Once partnerships are forged, there can be no guarantee that such relationships will be renewed in the future or available on acceptable terms. If we lose strategic third-party relationships, fail to renew or develop new relationships, or fail to fully exploit revenue opportunities within such relationships, our results of operations and future growth may suffer.

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

We generally recognize revenue upon the transfer of control of promised services to our customers in the amount that is commensurate with the consideration that we expect to receive in exchange for those services. If an arrangement requires significant customization or implementation services from us, recognition of the associated license or subscription and service revenue could be delayed. The timing of the commencement and completion of these services is subject to factors

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that may be beyond our control, as this process may require access to the customer’s facilities and coordination with the customer’s personnel after delivery of the software. In addition, customers could cancel or delay product implementations. Implementation typically involves working with sophisticated software, computing and communications systems. If we experience difficulties with implementation or do not meet project milestones in a timely manner, we could be obligated to devote more customer support, engineering and other resources to a particular project. Some customers may also require us to develop customized features or capabilities. If new or existing customers cancel or have difficulty deploying our products or require significant amounts of our professional services, support, or customized features, revenue recognition could be cancelled or further delayed and our costs could increase, causing increased variability in our operating results.

We conduct a significant portion of our business and operations outside of the United States, which exposes us to additional risks that may not exist in the United States. These risks in turn could cause our operating results and financial condition to suffer.

We derived 31% and 37% of our revenue from international sales during three months ended March 31, 2021 and 2020, respectively. We derived 30% and 40% of our revenue from international sales during the nine months ended March 31, 2021 and 2020, respectively. In addition to those discussed elsewhere in this section, our international sales operations are subject to a number of specific risks, such as:

● | general economic conditions in each country or region in which we do or plan to do business;

● | foreign currency fluctuations and imposition of exchange controls;

● | changes in data privacy laws including the European Union’s GDPR;

● | difficulty and costs in staffing and managing our international operations;

● | difficulties in collecting accounts receivable and longer collection periods;

● | health or similar issues, such as a pandemic or epidemic;

● | various trade restrictions and tax consequences;

● | hostilities in various parts of the world; and

● | reduced intellectual property protections in some countries.

As of March 31, 2021 approximately 46% of our workforce was employed in India. Of our employees in India, 50% are allocated to research and development. Although the movement of certain operations internationally was principally motivated by cost cutting, the continued management of these remote operations requires significant management attention and financial resources that could adversely affect our operating performance. In addition, with the significant increase in the numbers of foreign businesses that have established operations in India, the competition to attract and retain employees there has increased significantly. As a result of the increased competition for skilled workers, we experienced increased compensation costs and expect these costs to increase in the future. Our reliance on our workforce in India makes us particularly susceptible to disruptions in the business environment in that region. In particular, sophisticated telecommunications links, high-speed data communications with other eGain offices and customers, and overall consistency and stability of our business infrastructure are vital to our day-to-day operations, and any impairment of such infrastructure will cause our financial condition and results to suffer. In addition, the maintenance of stable political relations between the United States, the European Union, the United Kingdom and India are also of great importance to our operations.

Any of these risks could have a significant impact on our product development, customer support, or professional services. To the extent the benefit of maintaining these operations abroad does not exceed the expense of establishing and maintaining such activities, our operating results and financial condition will suffer.

Unplanned system interruptions and capacity constraints and failure to effect efficient transmission of customer communications and data over the Internet could harm our business and reputation.

Our customers have in the past experienced some interruptions with eGain cloud operations. We believe that these interruptions will continue to occur from time to time. These interruptions could be due to hardware and operating system

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failures. As a result, our business will suffer if we experience frequent or long system interruptions that result in the unavailability or reduced performance of our hosted operations or reduce our ability to provide remote management services. We expect to experience occasional temporary capacity constraints due to sharply increased traffic or other Internet-wide disruptions, which may cause unanticipated system disruptions, slower response times, impaired quality, and degradation in levels of customer service. If this were to continue to happen, our business and reputation could be seriously harmed.

The growth in the use of the Internet has caused interruptions and delays in accessing the Internet and transmitting data over the Internet. Interruptions also occur due to systems burdens brought on by unsolicited bulk email or “Spam,” malicious service attacks, denial of service attacks and hacking into operating systems, viruses, worms and a “Trojan” horse, the proliferation of which is beyond our control and may seriously impact our and our customers’ businesses.

Because we provide cloud-based software, interruptions or delays in Internet transmissions will harm our customers’ ability to receive and respond to online interactions. Therefore, our market depends on ongoing improvements being made to the entire Internet infrastructure to alleviate overloading and congestion.

Our success largely depends on the efficient and uninterrupted operation of our computer and communications hardware and network systems. A significant amount of our computer and communications systems are located in Sunnyvale, California. Due to our location, our systems and operations are vulnerable to damage or interruption from fire, earthquake, power loss, telecommunications failure and similar events. Customer data that we store in third party data centers may also be vulnerable to damage or interruption from floods, fires, earthquake, power loss, telecommunications failures and similar events. Any damage to, or failure of, our systems generally could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rate and our ability to attract new customers.

We maintain a business continuity plan for our customers in the event of an outage. We maintain other co-locations for the purposes of disaster recovery as well as maintaining backups of our customer’s information. We provide premium disaster recovery and standard disaster recovery to our customers. If a customer opts not to pay for premium disaster recovery, we will only assure that their data is available within 72 hours. This delay could cause severe disruptions to our customers’ customers and may result in customer termination of our solutions. Our premium disaster recovery service provides for an alternative data center and a return to operations within one business day.

We have entered into service agreements with some of our customers that require minimum performance standards, including standards regarding the availability and response time of our remote management services. If we fail to meet these standards, our customers could terminate their relationships with us, and we could be subject to contractual refunds and service credits to, and exposure to claims for losses by, customers. Any unplanned interruption of services may harm our ability to attract and retain customers.

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.

Our solutions are based on complex software that may contain errors, or “bugs,” that could be costly to correct, harm our reputation and impair our ability to sell our solutions to new customers. Moreover, customers relying on our solutions may be more sensitive to such errors, and potential security vulnerabilities and business interruptions for these applications. If we incur substantial costs to correct any errors of this nature, our operating margins could be adversely affected. Because our customers depend on our solutions for critical business functions, any service interruptions could result in lost or delayed market acceptance and lost sales, higher service-level credits and warranty costs, diversion of development resources and product liability suits.

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.

Our Service Level Agreements provide for service credits for system unavailability, and in some cases, indemnities for loss, damage or costs resulting from use of our system. If we were required to provide any of these in a material way, our results of operations would suffer.

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If we are unable to increase the profitability of subscription 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 have invested, and expect to continue to invest, substantial resources to expand, market, and implement and refine our cloud offerings. Our subscription services have generally generated much lower short-term gross margins than our traditional perpetual license sales. If we are unable to increase the volume of our subscription business to offset the lower margins, we may not be able to achieve sustained profitability.

Factors that could harm our ability to improve our gross margins, which may affect our operating profitability, include:

● | increased costs to license and maintain third party software embedded in our software applications or the cost to create or substitute such third-party software if it can no longer be licensed on commercially reasonable terms;

● | our inability to maintain or increase the prices customers pay for our products and services based on competitive pricing pressures and general economic conditions limiting customer demand;

● | increased cost of third-party services providers, including data centers for our cloud operations and professional services contractors performing implementation and technical support services to cloud customers;

● | customer contractual requirements that delay revenue recognition until customer implementations commence production operations or customer-specific requirements are met;

● | significant attrition as customers decide for their own economic or other reasons to not renew their subscription contracts when they are up for renewal negatively impacting the efficiency of our data centers and leading to the costs being spread over fewer customers negatively impacting gross margin; and

● | the inability to implement, or delays in implementing, technology-based efficiencies and efforts to streamline and consolidate processes to reduce operating costs.

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 depend on the widespread acceptance and use of our applications as an effective solution for businesses seeking to manage high volumes of customer interactions across multiple channels, including Web, phone, email, print and in-person. While we believe the potential to be very large, we cannot accurately estimate the size or growth rate of the potential market for such product and service offerings generally, and we do not know whether our products and services in particular will achieve broad market acceptance. The market for customer engagement software is rapidly evolving, and concerns over the security and reliability of online transactions, the privacy of users and quality of service or other issues may inhibit the growth of the Internet and commercial online services. If the market for our applications fails to grow or grows more slowly than we currently anticipate, our business will be seriously harmed.

Furthermore, our business model is premised on business assumptions that are still evolving. Our business model assumes that both customers and companies will increasingly elect to communicate through multiple channels, as well as demand integration of the online channels into the traditional telephone-based call center. If any of these assumptions is incorrect or if customers and companies do not adopt digital technology in a timely manner, our business will be seriously harmed and our stock price will decline.

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.

If we are unable, for technological, legal, financial or other reasons, to adapt in a timely manner to changing market conditions in the online sales, marketing, customer service and/or e-commerce industry or our customers’ or Internet users’ requirements or preferences, our business, results of operations and financial condition would be materially and adversely affected. Business on the Internet is characterized by rapid technological change. In addition, the market for online sales, marketing, customer service and expert advice solutions is relatively new. Changes in customer and Internet user requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and practices such as but not limited to security standards could render our services

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and our proprietary technology and systems obsolete. The rapid evolution of these products and services will require that we continually improve the performance, features and reliability of our services. Our success will depend, in part, on our ability to:

● | enhance the features and performance of our services;

● | develop and offer new services that are valuable to companies doing business online as well as Internet users; and

● | respond to technological advances and emerging industry standards and practices in a cost-effective and timely manner.

If any of our new services, including upgrades to our current services, do not meet our customers’ or Internet users’ expectations, our business may be harmed. Updating our technology may require significant additional capital expenditures and could materially and adversely affect our business, results of operations and financial condition.

If new services require us to grow rapidly, this could place a significant strain on our managerial, operational, technical and financial resources. In order to manage our growth, we could be required to implement new or upgraded operating and financial systems, procedures and controls. Our failure to expand our operations in an efficient manner could cause our expenses to grow, our revenue to decline or grow more slowly than expected and could otherwise have a material adverse effect on our business, results of operations and financial condition.

We may need to license third-party technologies and may be unable to do so on commercially reasonable terms or in a timely manner.

To the extent we need to license third-party technologies, we may be unable to do so on commercially reasonable terms or at all. In addition, we may fail to successfully integrate any licensed technology into our products or services. Third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs. Our inability to obtain and successfully integrate any of these licenses could delay product and service development until equivalent technology can be identified, licensed and integrated. This in turn would harm our business and operating results.

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.

We use offshore resources to perform new product and services development and provide support and professional consulting efforts, which requires detailed technical and logistical coordination. We must ensure that our international resources and personnel are aware of and understand development specifications and customer support, as well as implementation and configuration requirements and that they can meet applicable timelines. If we are unable to maintain acceptable standards of quality in support, product development and professional services, our attempts to reduce costs and drive growth through new products and margin improvements in technical support and professional services may be negatively impacted, which would adversely affect our results of operations. Outsourcing services to offshore providers may expose us to misappropriation of our intellectual property or that of our customers, or make it more difficult to defend intellectual property rights in our technology.

If we are unable to hire and retain key personnel, our business and results of operations would be negatively affected.

Our success will depend in large part on the skills, experience and performance of our senior management, engineering, sales, marketing and other key personnel. The loss of the services of any of our senior management or other key personnel, including our Chief Executive Officer and co-founder, Ashutosh Roy, could harm our business. Additionally, attrition in the Indian workforce on which we rely for research and development could have significant negative effects on us and our results of operations. If we cannot hire and retain qualified personnel, our ability to expand our business would be impaired and our results of operations would suffer.

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We may not be able to realize the benefits of offering the limited “Innovation in 30 days” free version of our service.

We offer a limited version of our subscription service to customers or potential customers free of charge (known as “Innovation in 30 days”) in order to promote usage, brand and product awareness, and adoption, and we invest time and resources for such initial engagements without compensation from the customers. Some customers never enter into a definitive contract for our paid subscription service despite the time and effort we may have expended on such initiatives. To the extent that these customers do not become paying customers, we will not realize the intended benefits of this marketing effort, and our ability to grow our business and revenue may be harmed.

We may not be able to raise additional capital on acceptable terms, if at all, or without dilution to our stockholders which could limit our ability to grow our business and expand our operations.

Our working capital requirements in the foreseeable future are subject to numerous risks and will depend on a variety of factors. We may seek additional funding to finance our operations or should we make acquisitions. We may also need to secure additional financing due to unforeseen or unanticipated market conditions. We may try to raise additional funds through public or private financings, strategic relationships, or other arrangements. Such financing may be difficult to obtain on terms acceptable to us, if at all. If we raise additional funds through the issuance of equity or convertible securities, then the issuance could result in substantial dilution to existing stockholders. If we raise additional funds through the issuance of debt securities or preferred stock, these new securities would have rights, preferences, and privileges senior to those of the holders of our common stock. In addition, the terms of these securities could impose restrictions on our operations. If we are not able to raise additional funds on terms acceptable to us, if and when needed, our ability to fund our operations, take advantage of opportunities, and develop or expand our business could be significantly limited.

Our reserves may be insufficient to cover receivables we are unable to collect.

We assume a certain level of credit risk with our customers in order to do business. Conditions affecting any of our customers could cause them to become unable or unwilling to pay us in a timely manner, or at all, for products or services we have already provided them. In the past, we have experienced collection delays from certain customers, and we cannot predict whether we will continue to experience similar or more severe delays in the future. Although we have established reserves to cover losses due to delays or inability to pay, there can be no assurance that such reserves will be sufficient to cover our losses. If losses due to delays or inability to pay are greater than our reserves, it could harm our business, operating results and financial condition.

If we acquire companies or technologies, we may not realize the expected business benefits, the acquisitions could prove difficult to integrate, disrupt our business and adversely affect our operations.

As part of our business strategy, we periodically make investments in, or acquisitions of, complementary businesses, joint ventures, services and technologies and intellectual property rights, and we expect that we will continue to make such investments and acquisitions in the future. Acquisitions and investments involve numerous risks, including:

● | the potential failure to achieve the expected benefits of the combination or acquisition;

● | difficulties in and the cost of integrating operations, technologies, services and personnel;

● | diversion of financial and managerial resources from existing operations;

● | risks of entering new markets in which we have little or no experience or where competitors may have stronger market positions;

● | potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers;

● | potential loss of key employees;

● | inability to generate sufficient revenue to offset acquisition or investment costs;

● | the inability to maintain relationships with customers and partners of the acquired business;

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● | the difficulty of transitioning the acquired technology onto our existing platforms and maintaining the security standards consistent with our other services for such technology;

● | potential unknown liabilities associated with the acquired businesses;

● | unanticipated expenses related to acquired technology and its integration into existing technology;

● | negative impact to our results of operations because of the depreciation and amortization of amounts related to acquired intangible assets, fixed assets and deferred compensation, and the loss of acquired deferred revenue and unbilled deferred revenue;

● | delays in customer purchases due to uncertainty related to any acquisition;

● | the need to implement controls, procedures and policies at the acquired company;

● | challenges caused by distance, language and cultural differences;

● | in the case of foreign acquisitions, the challenges associated with integrating operations across different cultures and languages and any currency and regulatory risks associated with specific countries; and

● | the tax effects of any such acquisitions.

We may be subject to legal liability and/or negative publicity for the services provided to consumers through our technology platforms.

Our technology platforms enable representatives of our customers as well as individual service providers to communicate with consumers and other persons seeking information or advice on the Internet. The law relating to the liability of online platform providers such as us for the activities of users of their online platforms is often challenged in the U.S. and internationally. We may be unable to prevent users of our technology platforms from providing negligent, unlawful or inappropriate advice, information or content through our technology platforms, or from behaving in an unlawful manner, and we may be subject to allegations of civil or criminal liability for negligent, fraudulent, unlawful or inappropriate activities carried out by users of our technology platforms.

Claims could be made against online services companies under both U.S. and foreign law such as fraud, defamation, libel, invasion of privacy, negligence, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated by users of our technology platforms. In addition, domestic and foreign legislation has been proposed that could prohibit or impose liability for the transmission over the Internet of certain types of information. Our defense of any of these actions could be costly and involve significant time and attention of our management and other resources.

The Digital Millennium Copyright Act (DMCA) is intended, among other things, to reduce the liability of online service providers for listing or linking to third-party web properties that include materials that infringe copyrights or rights of others. Additionally, portions of The Communications Decency Act (CDA) are intended to provide statutory protections to online service providers who distribute third party content. A safe harbor for copyright infringement is also available under the DMCA to certain online service providers that provide specific services, if the providers take certain affirmative steps as set forth in the DMCA. Certain questions regarding the safe harbor under the DMCA and the CDA have yet to be litigated, and we cannot guarantee that we will meet the safe harbor requirements of the DMCA or of the CDA. If we are not covered by a safe harbor, for any reason, we could be exposed to claims, which could be costly and time-consuming to defend.

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.

Our service involves the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, loss of access, litigation and possible liability. These security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers (which may involve nation states and individuals sponsored by them), employee error, malfeasance or otherwise and result in someone

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obtaining unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information, or our IT systems. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers’ data or our data or IT systems.

Employees or contractors have introduced vulnerabilities in, and enabled the exploitation of, our IT environments in the past and may do so in the future. These cybersecurity attacks threaten to misappropriate our proprietary information, cause interruptions of our IT services and commit fraud. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Further, if unauthorized access or sabotage remains undetected for an extended period of time, the effects of such breach could be exacerbated.

In addition, our customers may authorize third party access to their customer data located in our cloud environment. Because we do not control the transmissions between customer authorized third parties, or the processing of such data by customer authorized third parties, we cannot ensure the integrity or security of such transmissions or processing.

Cybersecurity attacks could require significant expenditures of our capital and diversion of our resources. If these attacks are successful, they could result in the theft of proprietary, personally identifiable, confidential and sensitive information of ours, our employees, our customers and our business partners, and could materially disrupt business for us, our customers and our business partners. A successful cybersecurity attack involving our data center, network or software products could also negatively impact the market perception of the effectiveness of our products or lead to contractual disputes, litigation or government regulatory action against us, any of which could materially adversely affect our business, reputation and resulting operations.

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

We have in the past relied on adherence to the U.S. Department of Commerce’s Safe Harbor Privacy Principles and compliance with the U.S.-European Union (EU) and U.S. - Swiss Safe Harbor Frameworks as agreed to and set forth by the U.S. Department of Commerce, and the EU and Switzerland, which established a means for legitimating the transfer of personally identifiable information (PII) by U.S. companies doing business in Europe from the European Economic Area (EEA) to the U.S. As a result of the October 6, 2015 EU Court of Justice (ECJ), opinion in Case C-362/14 (Schrems v. Data Protection Commissioner) regarding the adequacy of the U.S.-EU Safe Harbor Framework, the U.S. – EU Safe Harbor Framework is no longer deemed to be a valid method of compliance with restrictions set forth in European law regarding the transfer of data outside of the EEA requiring us to rely on alternative mechanisms permitted under European law, such as consent and EU-specified standard contractual clauses. The U.S. - EU Safe Harbor was replaced with the EU-U.S. Privacy Shield (Privacy Shield) in July 2016 and, starting on August 1, 2016, the Privacy Shield was made available to companies for self-certification. We have self-certified with the Privacy Shield. Nevertheless, some of the mechanisms permitting transfer of data from the EU to the U.S. have been subject to challenges, whose outcomes remain uncertain.

Furthermore, on May 25, 2018, the EU’s GDPR became enforceable, imposing new obligations directly on us as both a data controller and a data processor, as well as on many of our customers. It is possible that these new laws may be interpreted or applied in a manner that is adverse to us, unforeseen, or otherwise inconsistent with our practices or that we may not adequately adapt our internal policies and/or procedures to evolving regulations, any of which could result in litigation, regulatory investigations and potential legal liability (including potential liability exposure through higher potential penalties for non-compliance), require us to make changes to our services to enable us and/or our customers to meet the new legal requirements, in case we have to change locations of data centers to meet privacy laws, increased requirements for customers to buy add-ons to meet additional requirements imposed by new laws, require us to change our practices in a manner adverse to our business or limit access to our products and services in certain countries. Compliance with existing, proposed and recently enacted laws (including implementation of the privacy and process enhancements called for under GDPR) and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks.

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We may be unsuccessful in establishing legitimate means of transferring data from the EEA, we may experience hesitancy, reluctance, or refusal by European or multi-national customers to continue to use our services due to the potential risk exposure to such customers as a result of the ECJ ruling or the implementation of GDPR, and we and our customers are at risk of enforcement actions taken by an EU data protection authority until such point in time that we ensure that all data transfers to us from the EEA are legitimized. We may find it necessary to establish systems to maintain EU-origin data in the EEA, which may involve substantial expense and distraction from other aspects of our business. We publicly post our privacy policies and practices concerning our processing, use and disclosure of PII. Our publication of our privacy policy and other statements we publish that provide promises and assurances about privacy and security can subject us to potential governmental action if they are found to be deceptive or misrepresentative of our practices. Further, the costs of compliance with, and other burdens imposed by, such laws, regulations and policies that are applicable to us may limit the use and adoption of our products and solutions and could have a material adverse impact on our results of operations.

Privacy concerns and laws, evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our solutions and adversely affect our business.

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Regulation related to the provision of services on the Internet is increasing, as federal, state and foreign governments continue to adopt new laws and regulations addressing data privacy and the collection, processing, storage and use of personal information. Further, laws are increasingly aimed at the use of personal information for marketing purposes, such as the EU’s e-Privacy Directive (which is set to be replaced in the coming months by a new EU e-Privacy Regulation which will have a “direct effect” in each EU Member State), and the country-specific regulations that implement that directive. A recent decision by the European Court of Justice invalidated the US-EU Privacy Shield program as a protection for cross-border data transfers out of the European Union. Such laws, decisions, and regulations are subject to differing interpretations and may be inconsistent among jurisdictions. These and other requirements could reduce demand for our solutions or restrict our ability to store and process data or, in some cases, impact our ability to offer our services and solutions in certain locations.

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In the U.S., California enacted the California Consumer Privacy Act (CCPA) on June 28, 2018, which went into effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. New York enacted the Stop Hacks and Improve Electronic Data Security Act (SHIELD Act), which became effective in March 2020 and requires companies with data relating to New Yorkers to adopt comprehensive cybersecurity programs. These statutes may increase our compliance costs and potential liability. Some observers have noted that the CCPA and the SHIELD Act could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business.

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In addition to government activity, privacy advocacy and other industry groups have established or may establish new self-regulatory standards that may place additional burdens on us. Our customers expect us to meet voluntary certification or other standards established by third parties, such as TRUSTe. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain customers and could harm our business.

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The costs of compliance with and other burdens imposed by laws, regulations and standards may limit the use and adoption of our service and reduce overall demand for it, or lead to significant fines, penalties or liabilities for any noncompliance.

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Furthermore, concerns regarding data privacy may cause our customers’ customers to resist providing the data necessary to allow our customers to use our service effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services, and could limit adoption of our subscription solution.

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Industry-specific regulation is evolving and unfavorable industry-specific laws, regulations or interpretive positions could limit our ability to provide services and harm our business.

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Our customers and potential customers conduct business in a variety of industries, including financial services, the public sector, healthcare and telecommunications. Regulators in certain industries have adopted and may in the future adopt regulations or interpretive positions regarding the use of cloud computing and other outsourced services. The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit customers’ use and adoption of our services and reduce overall demand for our services. For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. If we are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our service where required, our business may be harmed. In addition, an inability to satisfy the standards of certain voluntary third-party certification bodies that our customers may expect, such as an attestation of compliance with the PCI Data Security Standards, may have an adverse impact on our business. If we are unable to achieve or maintain these industry-specific certifications or other requirements or standards relevant to our customers, it could adversely affect our ability to provide our services to certain customers and harm our business.

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In some cases, industry-specific laws, regulations or interpretive positions may also apply directly to us as a service provider. Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business.

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Changes to current accounting policies could have a significant effect on our reported financial results or the way in which we conduct our business.

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Generally accepted accounting principles and the related accounting pronouncements, implementation guidelines and interpretations for some of our significant accounting policies are highly complex and require subjective judgments and assumptions. Some of our more significant accounting policies that could be affected by changes in the accounting rules and the related implementation guidelines and interpretations include:

● | recognition of revenue;

● | contingencies and litigation; and

● | accounting for income taxes.

Changes in these or other rules, or scrutiny of our current accounting practices, or a determination that our judgments or assumptions in the application of these accounting principles were incorrect, could have a significant adverse effect on our reported operating results or the way in which we conduct our business.

Continued uncertainty surrounding the implementation and effect of Brexit may cause increased economic volatility, affecting our operations and business.

In March 2017, the UK served notice to the European Council under Article 50 of the Treaty of Lisbon to withdraw membership from the EU. Such exit (Brexit) could cause disruptions to, and create uncertainty surrounding, our business in the UK and EU, including affecting our relationships with our existing and future customers, suppliers, and employees. As a result, Brexit could have an adverse effect on our future business, financial results, and operations. The UK formally left the EU on January 31, 2020, and has transitioned as of December 31, 2020. Although the UK will remain in the EU single market and customs union during the transition period, the long-term nature of the UK’s relationship with the EU is unclear and there is considerable uncertainty about whether any agreement will be reached and implemented. The political and economic instability created by Brexit has caused and may continue to cause significant volatility in global financial markets and uncertainty regarding the regulation of data protection in the UK. In particular, although the UK enacted a Data Protection Act in May 2018 that is consistent with the EU General Data Protection Regulation, uncertainty remains regarding how data transfers to and from the UK will be regulated. Brexit could also have the effect of disrupting the free movement of goods, services, and people between the UK, the EU, and elsewhere. Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replace or replicate. Further, uncertainty around these and related issues could lead to adverse effects on the economy of the UK and the other

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economies in which we operate. There can be no assurance that any or all of these events will not have a material adverse effect on our business operations, results of operations and financial condition.

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Risks Related to Intellectual Property

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We have been and may in the future be sued by third parties for various claims including alleged infringement of proprietary rights that can be time-consuming, incur substantial costs and divert the attention of management, which could adversely affect our operations and cash flow.

We are involved in various legal matters arising from the normal course of business activities. These may include claims, suits, and other proceedings involving alleged infringement of third-party patents and other intellectual property rights, and commercial, labor and employment, and other matters.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. We have received and may receive in the future communications from third parties claiming that we or our customers have infringed the intellectual property rights of others. In addition we have been, and may in the future be, sued by third parties for alleged infringement of their claimed proprietary rights. Our technologies and those of our customers may be subject to injunction if they are found to infringe the rights of a third party or we may be required to pay damages, or both. Many of our agreements require us to indemnify our customers for third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling on such a claim.

The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention from executing our business plan, lead to attempts on the part of other parties to pursue similar claims and, in the case of intellectual property claims, require us to change our technology, change our business practices or pay monetary damages, or enter into short- or long-term royalty or licensing agreements.

Any adverse determination related to intellectual property claims or other litigation could prevent us from offering our service to customers, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results. In addition, depending on the nature and timing of any such dispute, a resolution of a legal matter could materially affect our future results of operation or cash flows or both.

We rely on trademark, copyright, trade secret laws, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and if these rights are impaired, then our ability to generate revenue will be harmed.

If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business might be harmed. In addition, defending our intellectual property rights might entail significant expense. Any of our trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. While we have some U.S. patents and pending U.S. patent applications, we may be unable to obtain patent protection for the technology covered in our patent applications. In addition, our existing patents and any patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our service is available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the U.S., and mechanisms for enforcement of intellectual property rights may be inadequate. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We might be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel.

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Our failure or inability to develop non-infringing technology or license proprietary rights on a timely basis would harm our business.

We may be subject to legal proceedings and claims from time to time in the ordinary course of our business, including claims of alleged infringement of the patents and other intellectual property rights of third parties. Our products may infringe issued patents that may relate to our products because patent applications in the United States are not publicly disclosed until the patent is issued, and hence applications may have been filed which relate to our software products. Intellectual property litigation is expensive, time consuming, and could divert management’s attention away from running our business. Litigation could also require us to develop non-infringing technology or enter into royalty or license agreements. These royalty or license agreements, if required, may not be available on acceptable terms, if at all, in the event of a successful claim of infringement.

General Risk Factors

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

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Factors influencing our business include:

● | general economic and business conditions;

● | currency exchange rate fluctuations;

● | the overall demand for enterprise software and services;

● | customer acceptance of cloud-based solutions;

● | governmental budgetary constraints or shifts in government spending priorities; and

● | general political developments.

The global economic climate continues to influence our business. This includes items such as a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These macroeconomic developments negatively affected, and could continue to negatively affect, our business, operating results or financial condition which, in turn, could adversely affect our stock price. A general weakening of, and related declining corporate confidence in, the global economy or the curtailment in government or corporate spending could cause current or potential customers to reduce their technology budgets or be unable to fund software or services purchases, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers to not pay us or to delay paying us for previously purchased products and services.

Our stock price has demonstrated volatility and continued market conditions may cause declines or fluctuations.

The price at which our common stock trades has been and will likely continue to be highly volatile and show wide fluctuations due to factors such as the following:

● | transition to a subscription revenue model;

● | concerns related to liquidity of our stock;

● | actual or anticipated fluctuations in our operating results, our ability to meet announced or anticipated profitability goals and changes in or failure to meet securities analysts’ expectations;

● | announcements of technological innovations and/or the introduction of new services by us or our competitors;

● | developments with respect to intellectual property rights and litigation, regulatory scrutiny and new legislation;

● | conditions and trends in the Internet and other technology industries; and

● | general market and economic conditions.

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Furthermore, the stock market has experienced significant price and volume fluctuations that have affected the market prices for the common stock of technology companies, regardless of the specific operating performance of the affected company. These broad market fluctuations may cause the market price of our common stock to decline.

Our insiders who are significant stockholders have the ability to exercise significant control over matters requiring stockholder approval, including the election of our board of directors, and may have interests that conflict with those of other stockholders.

Our directors and executive officers, together with their affiliates and members of their immediate families, beneficially owned, in the aggregate, approximately 32% of our outstanding capital stock as of March 31, 2021, of which our Chief Executive Officer, Ashutosh Roy, beneficially owned approximately 28% as of such date. As a result of these concentrated holdings, Mr. Roy individually or together with this group has the ability to exercise significant control over most matters requiring our stockholders’ approval, including the election and removal of directors and the approval of significant corporate transactions, such as a merger or sale of our company or its assets.

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Item 6. Exhibits

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​ | ​ | ​
--- | --- | ---
Exhibits No. |  | Description of Exhibits
​ | ​ | ​
31.1 | ​ | Rule 13a-15(e)/15d-15(e) Certification of Chief Executive Officer.
​ | ​ | ​
31.2 | ​ | Rule 13a-15(e)/15d-15(e) Certification of Chief Financial Officer.
​ | ​ | ​
32.1* | ​ | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Ashutosh Roy, Chief Executive Officer.
​ | ​ | ​
32.2* | ​ | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Eric Smit, Chief Financial Officer.
​ | ​ | ​
101 | ​ | Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of March 31, 2021 and June 30, 2020, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2021 and 2020, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended March 31, 2021 and 2020, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2021 and 2020 and (vi) Notes to Condensed Consolidated Financial Statements.
​ | ​ | ​
101.INS | ​ | XBRL Instance Document
​ | ​ | ​
101.SCH | ​ | XBRL Taxonomy Extension Schema Document
​ | ​ | ​
101.CAL | ​ | XBRL Taxonomy Extension Calculation Linkbase Document
​ | ​ | ​
101.DEF | ​ | XBRL Taxonomy Extension Definition Linkbase Document
​ | ​ | ​
101.LAB | ​ | XBRL Taxonomy Extension Label Linkbase Document
​ | ​ | ​
101.PRE | ​ | XBRL Taxonomy Extension Presentation Linkbase Document

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* | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.

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SIG NATURES

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Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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​ | ​ | ​ | ​
Dated: May 14, 2021 | eGain Corporation
​ | ​ | ​
​ | By | ​ | /s/ Eric N. Smit
​ |  | ​ | Eric N. Smit
​ |  | ​ | Chief Financial Officer
​ |  | ​ | (Duly Authorized Officer and Principal Financial and Accounting Officer)

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