UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2013
Commission file number 000-21783
(Exact name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
77-0142404
(I.R.S. Employer Identification Number)
2125 O’Nel Drive
San Jose, CA 95131
(Address of Principal Executive Offices including Zip Code)
(408) 727-1885
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
COMMON STOCK, PAR VALUE $.001 PER SHARE
Name of each exchange on which registered
NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO
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 and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted 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 and post such files). YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Smaller reporting company
Non-accelerated filer
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)
Yes
No
Based on the closing sale price of the Registrant's common stock on the NASDAQ Capital Market System on September 30, 2012, the aggregate market value
of the voting stock held by non-affiliates of the Registrant was $420,764,160. For purposes of this disclosure, shares of common stock held by persons who
hold more than 5% of the outstanding shares of common stock and shares held by officers and directors of the Registrant have been excluded because such
persons may be deemed to be affiliates. The determination of affiliate status for this purpose is not necessarily a conclusive determination for any other
purpose.
The number of shares of the Registrant's common stock outstanding as of May 20, 2013 was 72,139,169.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the Proxy Statement to be filed within 120 days of March 31, 2013 for the
2013 Annual Meeting of Stockholders.
8X8, INC.
INDEX TO
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2013
Part I.
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4. Mine Safety Disclosures
Part II.
Item 5. Market for Registrant's Common Stock and Related Security Holder Matters and Issuer Purchases
of Equity Securities
Item 6.
Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Part III.
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
Part IV.
Item 15. Exhibits and Financial Statement Schedules
Signatures
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ITEM 1. BUSINESS
Forward-Looking Statements and Risk Factors
PART I
Statements contained in this annual report on Form 10-K, or Annual Report, regarding our expectations, beliefs, estimates,
intentions or strategies are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Any statements contained herein that are not statements of historical fact
may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,”
“predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions
are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements.
Actual results and trends may differ materially from historical results or those projected in any such forward-looking
statements depending on a variety of factors. These factors include, but are not limited to, customer acceptance and demand
for our voice over Internet protocol, or VoIP, telephony products and services, the reliability of our services, the prices for our
services, customer renewal rates, customer acquisition costs, actions by our competitors, including price reductions for their
telephone services, potential federal and state regulatory actions, compliance costs, potential warranty claims and product
defects, our needs for and the availability of adequate working capital, our ability to innovate technologically, the timely
supply of products by our contract manufacturers, potential future intellectual property infringement claims that could
adversely affect our business and operating results, and our ability to retain our listing on the NASDAQ Capital Market. The
forward-looking statements may also be impacted by the additional risks faced by us as described in this Report, including
those set forth under the section entitled "Risk Factors." All forward-looking statements included in this Annual Report are
based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking
statements. Readers are urged to carefully review and consider the various disclosures made in this Annual Report, which
attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of
operations and prospects.
Our fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in this Annual Report, refers to the
fiscal year ended March 31 of the calendar year indicated (for example, fiscal 2013 refers to the fiscal year ended March 31,
2013). Unless the context requires otherwise, references to “we,” “us,” “our,” “8x8” and the “Company” refer to 8x8, Inc. and
its consolidated subsidiaries.
Overview
8x8 develops and markets telecommunications services for Internet protocol, or IP, telephony and video applications as well as
contact center, web-based conferencing and unified communications services, and cloud-based computing services. We offer
the 8x8 Virtual Office hosted PBX (private branch exchange) service, 8x8 Virtual Contact Center service, 8x8 Virtual Office
Pro Unified Communications Solution and 8x8 Cloud-Based Computing Solutions.
We initially marketed our services under the Packet8 brand. In May 2009, we began marketing our services under the 8x8
brand. As of March 31, 2013, we had more than 32,500 business customers who use our services as their primary business
telephone system, including IP dial tone, long distance and all of the business class features typically associated with a
traditional business phone system or PBX. Each business customer subscribes to a number of various lines and services (e.g.
physical phone extensions, virtual extensions, fax lines, toll free numbers, receptionist software, and unified communications
services).
On September 15, 2011, we completed the acquisition of Contactual, Inc., a provider of cloud-based call center and customer
interaction management solutions for approximately $31.8 million which we paid by the issuance of a total of 6,484,900 shares
of unregistered 8x8 common stock. Approximately 1,005,000 of the shares of 8x8 common stock issued as acquisition
consideration are being held in escrow as security for the indemnification obligations of the Contactual stockholders under the
merger agreement.
1
Available Information
We were incorporated in California in February 1987 and reincorporated in Delaware in December 1996. We maintain a
corporate Internet website at the address http://www.8x8.com. The contents of this website are not incorporated in or otherwise
to be regarded as part of this Annual Report. We file reports with the Securities and Exchange Commission, or SEC, which are
available on our website free of charge. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to such reports, each of which is provided on our website as soon as reasonably
practical after we electronically file such materials with or furnish them to the SEC. You can also read and copy any materials
we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain
additional information about the operation of the Public Reference Room by calling the SEC at 1.800.SEC.0330. In addition,
the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including 8x8.
Industry Background
We employ cloud-based technology, known as Voice over Internet Protocol (“VoIP”), to deliver our services. VoIP
technology enables communications over the Internet through the compression of voice, video and/or other media into data
packets that can be efficiently transmitted over data networks and then converted back into the original media at the other end.
Data networks, such as the Internet or local area networks, or LANs, have always utilized packet-switched technology to
transmit information between two communicating terminals (for example, a PC downloading a page from a web server, or one
computer sending an e-mail message to another computer). IP is the most commonly used protocol for communicating on
these packet switched networks. VoIP allows for the transmission of voice, video and data over these same packet-switched
networks, providing an alternative to traditional telephone networks which use a fixed electrical path to carry voice signals
through a series of switches to a destination.
As a result of the potential cost savings and added features of VoIP, many consumers, enterprises, traditional
telecommunication service providers and cable television providers view VoIP as the future of telecommunications. VoIP has
experienced significant growth in recent years due to:
Demand for lower cost telephone service;
Improved quality and reliability of VoIP calls due to technological advances, increased network development and
greater bandwidth capacity;
New product innovations that allow VoIP providers to offer services not currently offered by traditional telephone
companies; and
Increased awareness of the capabilities and benefits of cloud-based Software as a Service (“SaaS”) alternatives to
traditional premises-based systems
The traditional telephone networks maintained by many local and long distance telephone companies, known as the public-
switched telephone networks, or PSTN, were designed solely to carry low-fidelity audio signals with a high level of reliability.
Although these traditional telephone networks are very reliable for voice communications, we believe these networks are not
well-suited to service the explosive growth of digital communication applications for the following reasons:
They are expensive to build because each subscriber's telephone must be individually connected to the central office
switch, which is usually several miles away from a typical subscriber's location;
They transmit data at very low rates and resolutions, making them poorly suited for delivering high-fidelity audio,
entertainment-quality video or other rich multimedia content;
They use dedicated circuits for each telephone call which allot fixed bandwidth throughout the duration of each call,
whether or not voice is actually being transmitted, which is an inefficient use of the investment in the network; and
They may experience difficulty in providing new or differentiated services or functions, such as video
communications, that the network was not originally designed to accommodate.
Until recently, traditional telephone companies have avoided the use of packet-switched networks for transmitting voice calls
due to the potential for poor sound quality attributable to latency issues (delays) and lost packets which can prevent real-time
transmission. Recent improvements in packet-switching technology, compression and broadband access technologies, as well
as improved hardware and provisioning techniques, have significantly improved the quality and usability of packet-switched
voice calls.
2
Historically, packet-switched networks were built mainly for carrying non real-time data, although they are now fully capable
of transmitting real time data. The advantages of such networks are their efficiency, flexibility and scalability. Bandwidth is
only consumed when needed. Networks can be built in a variety of configurations to suit the number of users, client/server
application requirements and desired availability of bandwidth, and many terminals can share the same connection to the
network. As a result, significantly more traffic can be transmitted over a packet-switched network, such as a home network or
the Internet, than a circuit-switched telephony network. Packet-switching technology allows service providers to converge
their traditionally separate voice and data networks and more efficiently utilize their networks by carrying voice, video,
facsimile and data traffic over the same network. The improved efficiency of packet switching technology creates network cost
savings that can be passed on to the consumer in the form of lower telephony rates.
The growth of the Internet in recent years has proven the scalability of these underlying packet-switched networks. As
broadband connectivity, including fiber lines, cable modem and digital subscriber line (“DSL”), has become more available
and less expensive, it is now possible for service providers like 8x8 to offer SaaS applications such as voice and video that run
over these IP networks to businesses and residential consumers. Providing such services has the potential to both substantially
lower the cost of telephone service and equipment to these customers and increase the breadth of features available to our
subscribers. Services like full-motion, two-way video are now supported by the bandwidth spectrum commonly available to
broadband customers.
The growing adoption of VoIP in the business community is part of a broader technological migration now occurring from
traditional on-premise information technology (“IT”) systems to cloud-based alternatives accessible from any location, network
or device. This dramatic shift is enabling businesses to transition deployment and management of their IT infrastructure from a
capital expenditure model to an operating expense approach, freeing valuable internal resources while gaining increased
flexibility, capabilities and performance. According to a Frost & Sullivan March 2012 report, the inflection point for
hosted/cloud communications has arrived as businesses have become more focused on issues such as cost management,
accommodating dispersed and mobile workforces and the need to re-assign administrative IT staff to more strategic tasks.
Our Strategy
Our objective is to provide reliable, scalable, and profitable worldwide Internet-based communications services with
unmatched quality by leveraging our patented software technologies to deliver innovative, competitively priced offerings. We
intend to bring the best possible voice, video, unified communications, managed hosting and cloud-based computing services
at an affordable price to businesses and enhance the ways in which these customers communicate with each other and the
world. We intend to continue to focus our marketing primarily towards our business customer services.
Specific strategies to accomplish this objective include:
Build an indirect sales channel. Our direct sales force generated more than 93% of our sales in fiscal 2013. In fiscal
2014, we intend to continue to build an indirect sales channel to expand distribution of our products and services. We
intend to leverage our commercial relationships with our equipment vendors and the experience of our sales team to
market our services. In addition, we intend to engage with other indirect sales channels to market our services.
Capitalize on our technological expertise to introduce new products and features. Over the past 10 years, we have
developed or acquired several core technologies that form the backbone of our video and VoIP service which we intend
to use to develop product enhancements and future products. We developed the core software associated with the
Virtual Office product line including the call control engine, protocol stacks and network address translation (“NAT”)
traversal firmware for the customer premise equipment. As a result, we are able to update the software functionality of
our services without third party assistance and limit the distribution of our unique customer premise equipment features
such as NAT traversal to customer premise equipment that is sold in conjunction with our services. We were the first
VoIP service provider to ship two-way video-enabled hardware, and our 8x8 Virtual Office services are among the
most feature-rich hosted VoIP business services in the industry.
Offer the best possible service and support to our customers with a world class customer support organization. We
have an established call center and customer support group at our headquarters in San Jose, California and an
outsourced call center operation located in Santa Maria, California. We also have invested in significant upgrades to
our existing back office infrastructure to enhance the support we can provide to new and existing subscribers, as well as
our distribution partners. Our strengths include customer service from technically sophisticated customer service agents
providing support from onshore facilities located in California.
3
Our Services
Our services work over virtually any high-speed Internet connection worldwide to allow calls to or from any phone in the
world, whether that phone is an IP phone, a mobile phone or a PSTN phone. 8x8’s service utilizes IP customer premise
equipment to enable plug and play installation and a familiar dial tone user interface. The 8x8 service also uses web-based
technologies to enable unified communications services such as web conferencing and Internet fax as well as account setup,
account management, billing and customer support. We have developed proprietary implementations of standards-based
technologies underlying our 8x8 service, which works with third party carriers to terminate VoIP calls on the PSTN network.
8x8 Virtual Office Business Telephone Service
Our 8x8 Virtual Office business telephone service was launched in March 2004 and is targeted at the small and medium-sized
business market. 8x8 Virtual Office is an affordable, easy-to-use alternative to traditional PBX systems or Centrex class
services from legacy telecommunications providers that offers features and services neither provide. 8x8 Virtual Office allows
users with a high-speed Internet connection anywhere in the world to be part of a virtual PBX that includes automated
attendants to assist callers, conference bridges, extension-to-extension dialing and ring groups, in addition to a rich variety of
other business class PBX features normally found on dedicated PBX equipment. 8x8 Virtual Office extensions do not require a
dedicated communications infrastructure. The service is received through an office’s existing Internet connection, thus
eliminating the need for additional phone lines or digital subscriber lines for extensions, in contrast to traditional Centrex or
PBX products. The service is provided by 8x8 software that runs on computing platforms located in our data centers.
8x8 Virtual Office subscribers have the ability to choose any phone number available to 8x8 subscribers regardless of a user's
geographic location. Subscribers also can port existing telephone numbers, including toll-free numbers, from other service
providers at no additional cost. Each extension in the virtual PBX can be located anywhere in the world that is serviced by a
high-speed Internet connection. 8x8 Virtual Office extension-to-extension calls and transfers are accomplished over the
Internet, anywhere in the world, free of extra charges from third party telecommunications carriers. 8x8 Virtual Office offers
the following essential services for small and medium-sized businesses:
Auto-attendant providing dial by extension, name or group;
Unlimited calling to the US, Canada, 20 additional countries and other 8x8 subscribers, as well as low
international rates;
Unlimited 8x8 extension-to-extension dialing anywhere in the world;
Direct Inward Dial (“DID”) phone number with any desired area code for each extension;
Conference bridge, 3-way calling, music on hold, call park/pick-up, call transfer, hunt groups, and do not disturb;
Business-class voice mail including email alerts and direct transfer to mailbox;
Call waiting / Caller-ID;
Distinctive tone ringing; and
Optional receptionist console application offering:
o Multiple call viewing and handling;
o Direct transfer to extension's voicemail;
o Supervised transfers; and
o View of extension status.
8x8 Virtual Contact Center
The 8x8 Virtual Contact Center service, introduced in July 2007 and delivered utilizing the software technology acquired from
Contactual, Inc. (“Contactual”), is a fully integrated hosted call center solution that works with any broadband Internet
connection and provides enterprise class contact center functionality combined with Virtual Office calling features. The 8x8
Virtual Contact Center allows companies to quickly deploy and operate multi-channel contact centers within 8x8’s Virtual
Office infrastructure without the time and expense of purchasing, installing and maintaining costly, specialized equipment.
Delivered entirely as a hosted service, the 8x8 Virtual Contact Center requires no specialized hardware or software, no telecom
equipment and no up-front capital expenditures, making it an ideal solution for blending in-house, offsite or multi-site call
center agents. Agents require nothing more than a web browser and a suitable voice device that can be provided by 8x8 or a
third party service provider.
4
The 8x8 Virtual Contact Center service offers features such as skills-based routing, multi-media management, real time
monitoring and reporting, voice recording and logging, historical reporting, Interactive Voice Response, CRM integration with
Salesforce.com and NetSuite, and contact and case management tools.
8x8 IP Telephones
In the second half of fiscal 2011, we began selling Polycom IP phones and Polycom IP speakerphones. The Polycom IP
phones deliver enhanced equipment and service features including high definition HD audio, corporate directory display and
lookup, intercom paging, shared line appearance and Power over Ethernet capability. In fiscal 2012, we also began selling
Cisco IP Phones.
In the second quarter of fiscal 2009, we launched the 8x8 675xi series of IP phones that incorporated 8x8's advanced NAT
traversal technologies to facilitate the network-independent operational advantages of the 8x8 service. These advantages
include the ability to simply plug the phone into any public or private Internet connection and immediately make or receive
calls without performing any network or firewall configuration changes.
8x8 Virtual Office Pro Unified Communications
Introduced in January 2010, 8x8 Virtual Office Pro is a powerful unified communications service that allows subscribers to
manage essential, advanced business communications functions online through a centralized web-based portal via a PC, laptop,
tablet or smartphone. Integrated with the 8x8 Virtual Office phone service, Virtual Office Pro enhances business productivity
by providing users with a complete, instantly accessible suite of communication tools used in everyday business interactions.
In October 2010, we began selling the Virtual Office Pro service on a standalone basis so that a business customer would no
longer be required to buy a physical IP telephone from us in order to access our Virtual Office services.
8x8 Virtual Office Pro delivers these tools through an easy-to-use online dashboard which provides:
A visual overview and online control of 8x8 Virtual Office business calling activity including point-and-click
access to inbound and outbound calls and call management features such as call transfer, do not disturb (“DND”)
and call forwarding;
Microsoft Outlook Contacts and Corporate Directory integration;
Virtual Meeting - allows subscribers to create, join and invite participants to web, audio and video meetings;
Virtual Office Mobile extension – to place and receive VoIP calls and access common Virtual Office services and
functions from an iPhone/iPod Touch/iPad/Android mobile handset;
Fax - enables users to send and receive unlimited faxes using either a separate phone number for fax or the same
number as your 8x8 extension;
Call recording - enables any inbound or outbound call to be recorded and later reviewed, downloaded or deleted;
Presence management - tells other co-workers whether a user is logged in, logged off, on the phone, off the phone
or currently unavailable; and
My Inbox overview - gives a comprehensive view of all voicemails, recordings, FAX messages, calls, and chat
history.
8x8 Cloud-Based Computing Solutions
In May 2010, we introduced 8x8 managed hosting and cloud-based computing solutions that enable business customers to
reduce costs and gain performance and reliability advantages by eliminating in-house ownership of server equipment and
costly information technology systems management staff.
Sales, Marketing and Promotional Activities
We currently sell and market our 8x8 services to end users through our direct sales force, website, and third party resellers. Our
inside sales force primarily handles inbound telephone calls and website leads which are generated from third party lead
generation sources and direct web advertising such as Google, or traditional advertising channels such as in-flight magazines
and billboards. Our sales departments consisted of 100 employees at the end of fiscal 2013. Sales representatives are paid a
base salary and monthly commission for selling our products and services. The commission is based on new sales made by the
sales representative.
5
Competition
We face strong competition from incumbent telephone companies, cable companies and alternative voice and video
communication providers. Because most of our target customers are already purchasing communications services from one or
more of these providers, our success is dependent upon our ability to attract these customers away from their existing
providers. This will potentially become more difficult as the early adopter market for VoIP services becomes saturated and
mainstream customers make up more of our target market. We believe that the principal competitive factors affecting our
ability to attract and retain customers are price, call quality, reliability, customer service, and enhanced services and features.
For more information regarding the risks associated with such strong competition, please refer to Item 1A, Risk Factors,
included under the heading “Intense competition in the markets in which we compete could prevent us from increasing or
sustaining our revenue and increasing or maintaining profitability.”
Incumbent telephone companies
The incumbent telephone companies are our primary competitors and have historically dominated their regional markets. These
competitors include AT&T, CenturyLink and Verizon Communications as well as rural incumbents, such as Windstream.
These competitors are substantially larger and better capitalized than we are and have the advantage of a large existing
customer base, and larger marketing budgets than we have. Moreover, they also provide some of the broadband services that
are required to use our service, which is a significant competitive advantage.
Vendors of private branch exchange (“PBX”) systems and alternative voice communications providers
Competitors for the 8x8 business service include traditional PBX and key system manufacturers and their resellers, including
Cisco Systems, Inc., Avaya Holdings Corp., Mitel Networks Corporation, Shoretel, Inc. and Toshiba, Centrex services offered
by incumbent telephone companies, and VoIP services offered by XO Communications, Cbeyond, Inc. and other companies.
Operations
We have a centrally managed platform consisting of data management, monitoring, control and billing systems that support all
of our products and services. We have invested substantial resources to develop and implement our real-time call management
information system. Key elements of this system include a prospective customer quotation portal, customer provisioning,
customer access, fraud control, network security, call routing, call monitoring, media processing and normalization, call
reliability, and detailed call record storage and billing. Our platform monitors our process of digitizing and compressing voice
and video into packets and transmitting these packets over data networks around the world. We maintain a call switching
platform in software that manages call admission, call control, call rating and routes calls to an appropriate destination or
customer premise equipment. Unless the recipient is using an Internet telephony device, the outgoing packets (representing a
voice and/or video call initiated by an 8x8 subscriber) are sent to one of our partner telecommunications carriers, where the call
is transferred to the PSTN and directed to a regular telephone anywhere in the world. Our billing and back office systems
manage and enroll customers and bill calls as they originate and terminate on the service.
Network Operations Center
We maintain a network operations center at our headquarters in San Jose, California and employ a staff of approximately 50
individuals with experience in voice and data operations to provide 24-hour operations support, 7 days per week. We use
various tools to monitor and manage all elements of our network and our partners’ networks in real-time. We also monitor the
network elements of some of our larger business customers. Additionally, our network operations center provides technical
support to troubleshoot equipment and network problems. We also rely upon the network operations centers and resources of
our telecommunications carrier partners to augment our monitoring and response efforts.
Customer and Technical Support
We maintain a call center at our headquarters in San Jose, California and have a staff of more than 100 employees and
contractors that provide customer service and technical support to customers. In addition, we have outsourced some customer
support activities to third parties. Customers who access our services directly through our web site receive customer service
and technical support through multilingual telephone communication, web-based and “chat” sessions, and e-mail support.
6
Interconnection Agreements
We are a party to telecommunications interconnect and service agreements with VoIP providers and PSTN telecommunications
carriers, such as Level(3) Communications, Verizon Communications and Inteliquent. Pursuant to these agreements, VoIP
calls originating on our network can be terminated on other VoIP networks or the PSTN. Correspondingly, calls originating on
other VoIP networks and the PSTN can be terminated on our network. While we believe that relations with these providers
and carriers are good, we have no assurance that these partners will be able or willing to supply services to us in the future.
Research and Development
The VoIP market is characterized by rapid technological changes and advancements. Accordingly, we make substantial
investments in the design and development of new products and services, as well as the development of enhancements and
features to our existing 8x8 products and services. Future development also will focus on the use and interoperability of our
products and services with emerging audio and video telephony standards and protocols, quality and performance
enhancements to multimedia compression algorithms, support of new customer premise equipment, new unified services and
the enhancement of existing products and services that are essential to our success.
We currently employ approximately 50 individuals in research, development and engineering activities in our facilities in San
Jose, California as well as outsourced software development consultants. Research and development expenses in each of the
fiscal years ended March 31, 2013, 2012 and 2011 were $8.1 million, $6.7 million and $4.8 million, respectively.
Regulatory
Although several regulatory proceedings are underway or are being contemplated by federal and state authorities, including the
Federal Communications Commission (“FCC”) and state regulatory agencies, VoIP communication services, like ours, have
been subject to less regulation at the state and federal levels than traditional telecommunications services. Providers of
traditional telecommunications services are subject to the highest degree of regulation, while providers of information services
are largely exempt from most federal and state regulations governing traditional common carriers. The FCC has subjected
VoIP service providers to a smaller subset of regulations that apply to traditional telecommunications service providers and
have not yet classified VoIP services as either telecommunications or information. The FCC is currently examining the status
of VoIP service providers and the services they provide in multiple open proceedings.
The effect of any future laws, regulations and orders on our operations, including, but not limited to, the 8x8 service, cannot be
determined. But as a general matter, increased regulation and the imposition of additional funding obligations increases
service costs that may or may not be recoverable from our customers, which could result in making our services less
competitive with traditional telecommunications services if we increase our retail prices or decreasing our profit margins if we
attempt to absorb such costs.
Regulation of the Internet
In addition to regulations addressing Internet telephony and broadband services, other regulatory issues relating to the Internet,
in general, could affect our ability to provide our services. Congress has adopted legislation that regulates certain aspects of the
Internet including online content, user privacy, taxation, liability for third party activities and jurisdiction. In addition, a
number of initiatives pending in Congress and state legislatures would prohibit or restrict advertising or sale of certain products
and services on the Internet, which may have the effect of raising the cost of doing business on the Internet generally.
Federal, state, local and foreign governmental organizations are considering other legislative and regulatory proposals that
would regulate and/or tax applications running over the Internet. We cannot predict whether new taxes will be imposed on our
services, and depending on the type of taxes imposed, whether and how our services would be affected thereafter. Increased
regulation of the Internet may decrease its growth and hinder technological development, which may negatively impact the cost
of doing business via the Internet or otherwise materially adversely affect our business, financial condition and results of
operations. Please refer to Part I, Item 1A. “Risk Factors” for a discussion of regulatory risks, proceedings and issues that
could adversely affect our business and operating results in the future.
7
Intellectual Property and Proprietary Rights
Our ability to compete depends, in part, on our ability to obtain and enforce intellectual property protection for our technology
in the United States and internationally. We currently rely primarily on a combination of trade secrets, patents, copyrights,
trademarks and licenses to protect our intellectually property. As of March 31, 2013, we have been awarded 86 United States
patents and additional United States and foreign patent applications are pending. Our patents expire on dates ranging from
2013 to 2031. We cannot predict whether our pending patent applications will result in issued patents.
To protect our trade secrets and other proprietary information, we require our employees to sign agreements providing for the
maintenance of confidentiality and also the assignment of rights to inventions made by them while in our employ. There can
be no assurance that our means of protecting our proprietary rights in the United States or abroad will be adequate or that
competition will not independently develop technologies that are similar or superior to our technology, duplicate our
technology or design around any of our patents. In addition, the laws of foreign countries in which our products are or may be
sold do not protect our intellectual property rights to the same extent as do the laws of the United States. Our failure to protect
our proprietary information could cause our business and operating results to suffer.
We are also subject to the risks of adverse claims and litigation alleging infringement of the intellectual property rights of
others. Such claims and litigation could require us to expend substantial resources and distract key employees from their
normal duties, which could have a material adverse effect on our operating results, cash flows and financial condition. The
communications and software industries are subject to frequent litigation regarding patent and other intellectual property rights.
Moreover, the VoIP service provider community has historically been a target of patent holders. There is a risk that we will be
a target of assertions of patent rights and that we may be required to expend significant resources to investigate and defend
against such assertions of patent rights. For information about specific claims, please refer to Part I, Item 1A, Risk Factors –
“Our infringement of a third party’s proprietary technology could disrupt our business” and Part I, Item 3. “LEGAL
PROCEEDINGS.”
We rely upon certain technology, including hardware and software, licensed from third parties. These licenses are on standard
commercial terms made generally available by the companies providing the licenses. To date, the cost and terms of these
licenses individually has not been material to our business. There can be no assurance that the technology licensed by us will
continue to provide competitive features and functionality or that licenses for technology currently utilized by us or other
technology which we may seek to license in the future will be available to us on commercially reasonable terms or at all,
however. The loss of, or inability to maintain, existing licenses could result in shipment delays or reductions until equivalent
technology or suitable alternative products could be developed, identified, licensed and integrated, and could harm our
business.
Geographic Areas
Most of our customers and substantially all of our revenues are in the U.S. Revenue from customers outside the United States
was not material for the fiscal years ended March 31, 2013, 2012 and 2011.
Employees
As of March 31, 2013, our workforce consisted of 357 employees. None of our employees are represented by a labor union or
are subject to a collective bargaining arrangement.
Executive Officers of the Registrant
Our executive officers as of the date of this report are listed below.
Bryan R. Martin, Chairman and Chief Executive Officer. Bryan R. Martin, age 45, has served as Chairman of the
Board of Directors since December 2003 and as Chief Executive Officer and as a director since February 2002. From March
2007 to November 2008, and again from April 2011 to December 2011, he has served as President. From February 2001 to
February 2002, he served as our President and Chief Operating Officer. He served as our Senior Vice President, Engineering
Operations from July 2000 to February 2001 and as Chief Technical Officer from August 1995 to August 2000. He also served
as a director of the Company from January 1998 through July 1999. In addition, Mr. Martin served in various technical roles
for the Company from April 1990 to August 1995. He received a B.S. and an M.S. in Electrical Engineering from Stanford
University.
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Dan Weirich, Chief Financial Officer. Dan Weirich, age 39, has served as our Chief Financial Officer since July
2006. From November 2008 to March 2011, Mr. Weirich also served as our President. From June 2006 to July 2006, Mr.
Weirich served as our Acting Chief Financial Officer. He was our Vice President of Operations from April 2006 to June 2006
and Director of Strategic Sales from March 2004 to April 2006. Prior to joining us, Mr. Weirich served in various roles for
iAsiaWorks, Qwest Communications and Phoenix Network. He received a B.S. in International Business from the University
of Colorado at Boulder.
Kim Niederman, President. Kim Niederman, age 61, has served as our President since January 2012. From
February 2011 to December 2011, Mr. Niederman served as our Senior Vice President of Sales. From February to November
2010, Mr. Niederman was Senior Vice President of NComputing, Inc. and from January 2007 to January 2009, Mr. Niederman
was Chief Executive Officer and President of Anagran, Inc. From January 2003 to January 2007, Mr. Niederman was Senior
Vice President of Worldwide Sales for Polycom, Inc. He received a B.A. from the University of Denver.
Debbie Jo Severin, Chief Marketing Officer and Vice President of Marketing. Debbie Jo Severin, age 53, has
served as our Chief Marketing Officer and Vice President of Marketing since March 2009. From 2003 to March 2009, Ms.
Severin served as Vice President of Marketing for Covad Communications. Prior to Covad Communications, Ms. Severin
worked at PrimeOne Tele-TV, Northpoint Communications, Valiant Networks, BellSouth Telecommunications and Pacific
Bell. She received a Masters Degree in Mathematics and a Bachelor of Science from the University of Alabama, Birmingham.
Huw Rees, Vice President of Business Development. Huw Rees, age 52, has served as Vice President of Business
Development since November 2008. From January 2001 to November 2008, Mr. Rees served as our Vice President, Sales and
Marketing. He served as the Chairman and Chief Executive Officer of the Company’s wholly owned subsidiary, Centile, Inc.,
from July 2001 until September 2003. Additionally, he served as Vice President, Sales and Business Development of Centile
from March 2001 to July 2001. He served as Vice President, Sales of the Solutions Group of the Company from August 2000
until February 2001 and as Director, North American Sales of the Company from April 1999 to August 2000. He previously
worked at Mitel Corporation as Sales Manager of the Western Region and also in sales management roles at GEC Plessey Inc.
and Marconi PLC. He received a B.Sc. (Hons) from the University of Manchester, Institute of Science and Technology in
Electrical and Electronic Engineering and a M.B.A. from the University of LaVerne.
ITEM 1A. RISK FACTORS
If any of the following risks actually occur, our business, results of operations and financial condition could suffer
significantly.
Intense competition in the markets in which we compete could prevent us from increasing or sustaining our revenue
and increasing or maintaining profitability.
The telecommunications industry is highly competitive. We face intense competition from traditional telephone companies,
wireless companies, cable companies, competitive local exchange carriers, alternative voice communication providers and
independent VoIP providers. In addition, our customers are not subject to long-term contractual commitments to purchase our
services and can terminate our service and switch to competitors’ offerings on short notice.
Most of our current and potential competitors, particularly incumbent telephone and cable companies, have longer operating
histories, significantly greater resources and name recognition, and a larger base of customers than we have. As a result, these
competitors may have greater credibility with our existing and potential customers. They also may be able to adopt more
aggressive pricing policies and devote greater resources to the development, promotion and sale of their products than we can
to ours. Our competitors may also offer bundled service arrangements offering a more complete product despite the technical
merits or advantages of our products. Competition could decrease our prices, reduce our sales, lower our gross profits or
decrease our market share.
We also compete against established alternative voice communication providers and face competition from other large, well-
capitalized Internet companies that have recently launched or plan to launch VoIP-enabled services. In addition, we compete
with independent VoIP service providers. Some of these service providers may choose to sacrifice revenue in order to gain
market share by offering their services at lower prices or for free. In order to compete with such service providers, we may
have to significantly reduce our prices, which would affect our profitability.
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We also are subject to the risk that new technologies may be developed that are able to deliver competing voice services at
lower prices, better or more conveniently. Future competition from new technologies could have a material adverse effect on
our growth and operating results.
Given the significant price competition in the markets for our products, we are at a significant disadvantage compared to many
of our competitors, especially those with substantially greater resources, and therefore may be better able to withstand an
extended period of downward pricing pressure. The adverse impact of a shortfall in our revenues may be magnified by our
inability to adjust spending to compensate for such shortfall. Announcements of new products and technologies by our
competitors or us could cause customers to defer purchases of our existing products, which also could have a material adverse
effect on our business, financial condition or operating results.
The success of our Company is dependent on the growth and public acceptance of our services.
Our future success depends on our ability to significantly increase revenues generated from our services. In turn, the success of
our voice and video communications services depends, among other things, upon future demand for VoIP telephony systems
and services. Because the use of our service requires that the user be a subscriber of an existing broadband Internet service,
usually provided through a cable or digital subscriber line, or DSL, connection, slow or limited adoption of broadband Internet
service could adversely affect the growth of our subscriber base and revenues. Although the number of broadband subscribers
worldwide has grown significantly over the last five years, VoIP service has not yet been adopted by a majority of prospective
business customers. According to a report filed by the FCC in January 2013, as of December 31, 2011, approximately 9.5% of
access lines to businesses in the United States utilize interconnected VoIP services. To increase the deployment of broadband
Internet services from broadband Internet service providers, telephone companies and cable companies must continue to invest
in the deployment of high speed broadband networks to residential and business customers, over which we have no control. In
addition, VoIP networks must improve quality of service for real-time communications, managing effects such as packet jitter,
packet loss, and unreliable bandwidth, so that toll-quality service can be consistently provided. VoIP telephony equipment and
services must achieve a similar level of reliability that users of the PSTN have come to expect from their telephone service, and
the cost and feature benefits of VoIP must be sufficient to cause customers to switch away from traditional telephony service
providers. We must devote substantial resources to educate customers and end users about the benefits of VoIP telephony
solutions, in general, and our services in particular. Substantial, ongoing interaction with our customers in order to train and
assist them with the deployment and use of our services over these networks is sometimes required. If any or all of these
factors fail to occur, our business may be affected adversely.
The impact of the current economic climate and adverse credit markets may impact customer demand for our products
and services.
Many of our existing and target customers are in the small and medium business sector. Although we believe our products and
services are less costly than traditional telephone services, these businesses may be more likely to be significantly affected by
economic downturns than larger, more established businesses. They also may be more likely to require working capital
financing from local and regional banks whose lending activities have been reduced substantially since 2008, as a result of
which the existing and target customers may lack the funds necessary to add new equipment and services such as ours.
Additionally, these customers often have limited discretionary funds which they may choose to spend on items other than our
products and services. If small and medium businesses continue to experience economic hardship, this could negatively affect
the overall demand for our products and services, delay and lengthen sales cycles and lead to slower growth or even a decline
in our revenue, net income and cash flows.
Although the majority of our billing arrangements with customers are prepaid, we regularly monitor the percentage of
customers who cease to pay for our services due to closing or downsizing their business. In general, our customers may
terminate their subscriptions for our services on 30 days notice. Even though our customer churn rates improved in fiscal 2013,
we believe that more than 50% of our total customer churn is related to customers’ financial condition and cannot be certain
that we will continue to experience the same improvement in churn rates given current economic conditions. Additionally, the
combination of our sales cycle coupled with challenging economic conditions could have a negative impact on the results of
our operations.
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We have a history of losses and are uncertain of our future profitability.
We recorded operating income of approximately $23.6 million for the fiscal year ended March 31, 2013 and ended the period
with an accumulated deficit of $109 million. We recorded operating income of approximately $7.2 million and $6.2 million
for the fiscal years ended March 31, 2012 and 2011, respectively. Although we have achieved operating income in each of our
four most recent fiscal years, we suffered operating losses in each of the three prior fiscal years and may incur operating losses
in the foreseeable future, which may be substantial. As we expand our geographic reach and service offerings, and further
invest in R&D, we will need to increase revenues in order to generate sustainable operating profit. Given our history of
fluctuating revenues and operating losses, we cannot be certain that we will be able to maintain operating profitability on an
annual basis or on a quarterly basis in the future.
Our business depends on continued, unimpeded access to the Internet by us and our users, but Internet access
providers and Internet backbone providers may be able to block, degrade or charge for access to or bandwidth use of
certain of our products and services, which could lead to additional expenses and the loss of users.
Our products and services depend on the ability of our users to access the Internet, and certain of our products require
significant bandwidth to work effectively. Currently, this access is provided by companies that have significant and increasing
market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies
and mobile communications companies. Some of these providers offer products and services that directly compete with our
own offerings, which give them a significant competitive advantage. Some of these providers have stated that they may take
measures that could degrade, disrupt or increase the cost of user access to certain of our products by restricting or prohibiting
the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our users to provide
our offerings, while others, including some of the largest providers of broadband Internet access services, have committed to
not engaging in such behavior.
On December 23, 2010, the FCC adopted an order that imposes "network neutrality" obligations on providers of fixed and
wireless broadband Internet access services, with wireless providers subject to a more limited set of rules. Among other things,
the rules: (1) require providers of consumer broadband Internet access to publicly disclose their network management practices
and the performance and commercial terms of their broadband Internet access services; (2) prevent broadband Internet access
providers from blocking lawful content, applications, services, or non-harmful devices, subject to reasonable network
management; and (3) prevent broadband Internet access providers from unreasonably discriminating in the transmission of
lawful network traffic over a consumer's broadband Internet access service. The FCC rules became effective on November 20,
2011. Numerous parties have appealed these rules which have been consolidated before the U.S. Court of Appeals for the
District of Columbia. We cannot predict the outcome of these appeals or the impact of these rules on our business at this time.
Although we believe interference with access to our products and services is unlikely, broadband Internet access provider
interference has occurred, in limited circumstances in the U.S., and could result in a loss of existing users and increased costs,
and could impair our ability to attract new users, thereby negatively impacting our revenue and growth.
The VoIP telephony market is subject to rapid technological change, and we depend on new product and service
introductions in order to maintain and grow our business.
VoIP telephony is an emerging market that is characterized by rapid changes in customer requirements, frequent introductions
of new and enhanced products, and continuing and rapid technological advancement. To compete successfully in this emerging
market, we must continue to design, develop, manufacture, and sell new and enhanced VoIP telephony software products and
services that provide increasingly higher levels of performance and reliability at lower cost.
Decreasing telecommunications rates and increasing regulatory charges may diminish or eliminate our competitive
pricing advantage.
Decreasing telecommunications rates may diminish or eliminate the competitive pricing advantage of our services, while
increased regulation and the imposition of additional regulatory funding obligations at the federal, state and local level could
require us to either increase the retail price for our services, thus making us less competitive, or absorb such costs, thus
decreasing our profit margins. International and domestic telecommunications rates have decreased significantly over the last
few years in most of the markets in which we operate, and we anticipate these rates will continue to decline in all of the
markets in which we do business or expect to do business. Users who select our services to take advantage of the current
pricing differential between traditional telecommunications rates and our rates may switch to traditional telecommunications
carriers if such pricing differentials diminish or disappear, however, and we will be unable to use such pricing differentials to
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attract new customers in the future. Continued rate decreases would require us to lower our rates to remain competitive and
would reduce or possibly eliminate any gross profit from our services. In addition, we may lose subscribers for our services.
Reform of federal and state Universal Service Fund programs could increase the cost of our service to our customers
diminishing or eliminating our pricing advantage.
The FCC and a number of states are considering reform or other modifications to Universal Service Fund programs. The way
we calculate our contribution may change if the FCC or certain states engage in reform or adopt other modifications. In April,
2012, the FCC released a Further Notice of Proposed Rulemaking to consider reforms to the manner in which companies, like
us, contribute to the federal Universal Service Fund program. In general, the Further Notice of Proposed Rulemaking is
considering questions like: what companies should contribute, how contributions should be assessed, and methods to improve
the administration of the system. We cannot predict the outcome of this proceeding nor its impact on our business at this time.
Should the FCC or certain states adopt new contribution mechanisms or otherwise modify contribution obligations that
increase our contribution burden, we will either need to raise the amount we currently collect from our customers to cover this
obligation or absorb the costs, which would reduce our profit margins. Furthermore, the FCC has ruled that states can require
us to contribute to state Universal Service Fund programs. A number of states already require us to contribute, while others are
actively considering extending their programs to include the services we provide. We currently pass-through Universal Service
Fund contributions to our customers which may result in our services becoming less competitive as compared to those provided
by others.
We may become subject to state regulation for certain service offerings.
Certain states take the position that offerings by VoIP companies, like us, are intrastate and therefore subject to state regulation.
These states argue that if the beginning and end points of communications are known, and if some of these communications
occur entirely within the boundaries of a state, the state can regulate that offering. We believe that the FCC has preempted
states from regulating VoIP offerings like ours in the same manner as providers of traditional telecommunications services. We
cannot predict how this issue will be resolved or its impact on our business at this time.
We rely on third party network service providers to originate and terminate substantially all of our public switched
telephone network calls.
We leverage the infrastructure of third party network service providers to provide telephone numbers, PSTN call termination
and origination services, and local number portability for our customers rather than deploying our own network throughout the
United States. This decision has resulted in lower capital and operating costs for our business in the short term but has reduced
our operating flexibility and ability to make timely service changes. If any of these network service providers cease operations
or otherwise terminate the services that we depend on, the delay in switching our technology to another network service
provider, if available, and qualifying this new service could have a material adverse effect on our business, financial condition
or operating results.
While we believe that relations with our current service providers are good, and we have contracts in place, there can be no
assurance that these service providers will be able or willing to supply cost-effective services to us in the future or that we will
be successful in signing up alternative or additional providers. Although we could replace our current providers, if necessary,
our ability to provide service to our subscribers could be impacted during this timeframe, and this could have an adverse effect
on our business, financial condition or results of operations. The loss of access to, or requirement to change, the telephone
numbers we provide to our customers also could have a material adverse effect on our business, financial condition or
operating results.
Due to our reliance on these service providers, when problems occur in a network, it may be difficult to identify the source of
the problem. The occurrence of hardware and software errors, whether caused by our 8x8 service or another vendor’s
products, may result in the delay or loss of market acceptance of our products and any necessary revisions may force us to
incur significant expenses. The occurrence of some of these types of problems may seriously harm our business, financial
condition or operating results.
12
Our physical infrastructure is concentrated in a few facilities and any failure in our physical infrastructure or services
could lead to significant costs and disruptions and could reduce our revenue, harm our business reputation and have a
material adverse effect on our financial results.
Our leased network and data centers are subject to various points of failure. Problems with cooling equipment, generators,
uninterruptible power supply, routers, switches, or other equipment, whether or not within our control, could result in service
interruptions for our customers as well as equipment damage. Because our services do not require geographic proximity of our
data centers to our customers, our infrastructure is consolidated into a few large facilities. Any failure or downtime in one of
our data center facilities could affect a significant percentage of our customers. The total destruction or severe impairment of
any of our data center facilities could result in significant downtime of our services and the loss of customer data. Because our
ability to attract and retain customers depends on our ability to provide customers with highly reliable service, even minor
interruptions in our service could harm our reputation. Additionally, in connection with the expansion or consolidation of our
existing data center facilities from time to time, there is an increased risk that service interruptions may occur as a result of
server relocation or other unforeseen construction-related issues.
We have experienced interruptions in service in the past. While we have not experienced a material increase in customer
attrition following these events, the harm to our reputation is difficult to assess. We have taken and continue to take steps to
improve our infrastructure to prevent service interruptions, including upgrading our electrical and mechanical infrastructure.
However, service interruptions continue to be a significant risk for us and could materially impact our business.
Any future service interruptions could:
Cause our customers to seek damages for losses incurred;
Require us to replace existing equipment or add redundant facilities;
Affect our reputation as a reliable provider of hosting services;
Cause existing customers to cancel or elect to not renew their contracts; or
Make it more difficult for us to attract new customers.
Any of these events could materially increase our expenses or reduce our revenue, which would have a material adverse effect
on our operating results.
Increased energy costs, power outages, and limited availability of electrical resources may adversely affect our
operating results.
Our data centers are susceptible to increased costs of power and to electrical power outages. Our customer contracts do not
contain provisions that would allow us to pass on any increased costs of energy to our customers, which could affect our
operating margins. Any increases in the price of our services to recoup these costs could not be implemented until the end of a
customer contract term. Further, power requirements at our data centers are increasing as a result of the increasing power
demands of today’s servers. Increases in our power costs could impact our operating results and financial condition. Since we
rely on third parties to provide our data centers with power sufficient to meet our needs, our data centers could have a limited
or inadequate amount of electrical resources necessary to meet our customer requirements. We attempt to limit exposure to
system downtime due to power outages by using backup generators and power supplies. However, these protections may not
limit our exposure to power shortages or outages entirely. Any system downtime resulting from insufficient power resources or
power outages could damage our reputation and lead us to lose current and potential customers, which would harm our
operating results and financial condition.
Increased Internet bandwidth costs and network failures may adversely affect our operating results.
Our success depends in part upon the capacity, reliability, and performance of our network infrastructure, including the
capacity leased from our Internet bandwidth suppliers. We depend on these companies to provide uninterrupted and error-free
service through their telecommunications networks. Some of these providers are also our competitors. We exercise little
control over these providers, which increases our vulnerability to problems with the services they provide. We have
experienced and expect to continue to experience interruptions or delays in network service. Any failure on our part or the part
of our third party suppliers to achieve or maintain high data transmission capacity, reliability or performance could
significantly reduce customer demand for our services and damage our business.
13
As our customer base grows and their usage of telecommunications capacity increases, we will be required to make additional
investments in our capacity to maintain adequate data transmission speeds, the availability of which may be limited or the cost
of which may be on terms unacceptable to us. If adequate capacity is not available to us as our customers’ usage increases, our
network may be unable to achieve or maintain sufficiently high data transmission capacity, reliability or performance. In
addition, our business would suffer if our network suppliers increased the prices for their services and we were unable to pass
along the increased costs to our customers.
We depend on contract manufacturers to manufacture substantially all of our products and third party vendors for IP
phones, and any delay or interruption in manufacturing by these contract manufacturers or vendors would result in
delayed or reduced shipments to our customers and may harm our business.
We do not have long-term purchase agreements with our contract manufacturers and we depend on a concentrated group of
contract manufacturers for a substantial portion of manufacturing our products. There can be no assurance that our contract
manufacturers will be able or willing to reliably manufacture our products, in volumes, on a cost-effective basis or in a timely
manner. If we cannot compete effectively for the business of these contract manufacturers, or if any of the contract
manufacturers experience financial or other difficulties in their businesses, our revenue and our business could be adversely
affected. In particular, if one of our contract manufacturers becomes subject to bankruptcy proceedings, we may not be able to
obtain any of our products held by the contract manufacturer.
We also rely on third party vendors for IP phones to utilize our service. We currently do not have long-term supply contracts
with any of these vendors. As a result, most of these third party vendors are not obligated to provide products or services to us
for any specific period, in any specific quantities or at any specific price, except as may be provided in a particular purchase
order. The inability of these third party vendors to deliver IP phones of acceptable quality and in a timely manner, particularly
the sole source vendors, could adversely affect our operating results or cause them to fluctuate more than anticipated.
Additionally, some of our products may require specialized or high-performance component parts that may not be available in
quantities or in time frames that meet our requirements.
Our infringement of a third party’s proprietary technology could disrupt our business.
There has been substantial litigation in the communications, VoIP services, semiconductor, electronics, and related industries
regarding intellectual property rights and, from time to time, third parties may claim infringement by us of their intellectual
property rights. Our broad range of current and former technology, including IP telephony systems, digital and analog circuits,
software, and semiconductors, increases the likelihood that third parties may claim infringement by us of their intellectual
property rights. For example, on May 2, 2008, we received a letter from AT&T Intellectual Property, L.L.C. (“AT&T IP”)
expressing the belief that we must license a specified patent for use in our 8x8 broadband telephone service, as well as
suggesting that we obtain a license to its portfolio of MPEG-4 patents for use with our video telephone products and services.
At the same time, we began an evaluation of whether AT&T IP’s affiliated entities may need to license any of our patents or
other intellectual property. We have continued to engage in discussions with AT&T IP to explore a mutually agreeable
resolution of the parties’ respective assertions regarding these intellectual property issues. We are unable at this time to state
whether we will enter into any license or cross-license agreements with AT&T IP or whether we ultimately anticipate any
material effects on our operating results or financial condition as a consequence of these matters.
Certain technology necessary for us to provide our services may, in fact, be patented by other parties either now or in the
future. If such technology were held under patent by another person, we would have to negotiate a license for the use of that
certain technology. We may not be able to negotiate such a license at a price that is acceptable. The existence of such a patent,
or our inability to negotiate a license for any such technology on acceptable terms, could force us to cease using such
technology and offering products and services incorporating such technology.
We(cid:1)have(cid:1)recently(cid:1)been(cid:1)named(cid:1)as(cid:1)defendants(cid:1)in(cid:1)several(cid:1)patent(cid:1)infringement(cid:1)lawsuits.(cid:1)For example:
On February 22, 2011, we were named a defendant in a lawsuit, Bear Creek Technologies, Inc. v. 8x8, Inc. et al., along
with 20 other defendants.
On October 25, 2011, we were named a defendant in a lawsuit, Klausner Technologies, Inc. v. Oracle Corporation et al.,
along with 30 other defendants.
14
If we were found to be infringing on the intellectual property rights of any third party in these lawsuits or other claims and
proceedings that may be asserted against us in the future, we could be subject to liabilities for such infringement, which could
be material. We could also be required to refrain from using, manufacturing or selling certain products or using certain
processes, either of which could have a material adverse effect on our business and operating results. From time to time, we
have received, and may continue to receive in the future, notices of claims of infringement, misappropriation or misuse of other
parties' proprietary rights. There can be no assurance that we will prevail in these discussions and actions or that other actions
alleging infringement by us of third party patents will not be asserted or prosecuted against us. Furthermore, lawsuits like these
may require significant time and expense to defend, may divert management’s attention away from other aspects of our
operations and, upon resolution, may have a material adverse effect on our business, results of operations, financial condition
and cash flows. More information regarding the two pending suits is provided below under Part I, Item 3. “LEGAL
PROCEEDINGS.”
We license technology from third parties that we do not control and cannot be assured of retaining.
We rely upon certain technology, including hardware and software, licensed from third parties. There can be no assurance that
the technology licensed by us will continue to provide competitive features and functionality or that licenses for technology
currently utilized by us or other technology which we may seek to license in the future, will be available to us on commercially
reasonable terms or at all. The loss of, or inability to maintain, existing licenses could result in shipment delays or reductions
until equivalent technology or suitable alternative products could be developed, identified, licensed and integrated, and could
harm our business. These licenses are on standard commercial terms made generally available by the companies providing the
licenses. The cost and terms of these licenses individually are not material to our business.
Inability to protect our proprietary technology would disrupt our business.
We rely, in part, on trademark, copyright, and trade secret law to protect our intellectual property in the United States and
abroad. We seek to protect our software, documentation, and other written materials under trade secret and copyright law,
which afford only limited protection. We also rely, in part, on patent law to protect our intellectual property in the United
States and internationally. As of March 31, 2013, we had been awarded 86 United States patents and have additional United
States and foreign patent applications pending. We cannot predict whether such pending patent applications will result in
issued patents that effectively protect our intellectual property. We may not be able to protect our proprietary rights in the
United States or internationally (where effective intellectual property protection may be unavailable or limited), and
competitors may independently develop technologies that are similar or superior to our technology, duplicate our technology or
design around any patent of ours. We have, in the past, licensed and, in the future, expect to continue licensing our technology
to others, many of whom are located or may be located abroad. There are no assurances that such licensees will protect our
technology from misappropriation. Moreover, litigation may be necessary in the future to enforce our intellectual property
rights, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of management time and resources and could have a
material adverse effect on our business, financial condition, and operating results. Any settlement or adverse determination in
such litigation would also subject us to significant liability.
Our products must comply with industry standards, FCC regulations, state, local, country-specific and international
regulations, and changes may require us to modify existing products and/or services.
In addition to reliability and quality standards, the market acceptance of telephony over broadband IP networks is dependent
upon the adoption of industry standards so that products from multiple manufacturers are able to communicate with each other.
Our VoIP telephony products rely heavily on communication standards such as SIP, MGCP and network standards such as
TCP/IP and UDP to interoperate with other vendors' equipment. There is currently a lack of agreement among industry leaders
about which standard should be used for a particular application, and about the definition of the standards themselves. These
standards, as well as audio and video compression standards, continue to evolve. We also must comply with certain rules and
regulations of the FCC regarding electromagnetic radiation and safety standards established by Underwriters Laboratories, as
well as similar regulations and standards applicable in other countries. Standards are frequently modified or replaced. As
standards evolve, we may be required to modify our existing products or develop and support new versions of our products.
We must comply with certain federal, state and local requirements regarding how we interact with our customers, including
marketing practices, consumer protection, privacy, and billing issues, the provision of 9-1-1 emergency service and the quality
of service we provide to our customers. The failure of our products and services to comply, or delays in compliance, with
various existing and evolving standards could delay or interrupt volume production of our VoIP telephony products, subject us
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to fines or other imposed penalties, or harm the perception and adoption rates of our service, any of which would have a
material adverse effect on our business, financial condition or operating results.
Our ability to offer services outside the U.S. is subject to different local regulatory environments, which may be
unknown, complicated and uncertain.
Regulatory treatment of VoIP telephony outside the United States varies from country to country and often the laws are
unclear. In January 2013, we launched our Virtual Office services in Canada. We currently distribute our products and services
directly to consumers and through resellers that may be subject to telecommunications regulations in their home countries. The
failure by us or our customers and resellers to comply with these laws and regulations could reduce our revenue and
profitability. Because of our relationship with the resellers, some countries may assert that we are required to register as a
telecommunications provider in that country. In such case, our failure to do so could subject us to fines or penalties. In
addition, some countries are considering subjecting VoIP services to the regulations applied to traditional telephone companies.
Regulatory developments such as these could have a material adverse effect on the use of our services in international
locations.
As we expand our operations internationally, we expect to become subject to additional government regulations. Such
regulations include, but are not limited to: licensing obligations, emergency services obligations, data retention and transfer
laws and regulations, privacy laws and regulations, consumer protection, national security laws and regulations, law
enforcement obligations, financial reporting, surcharge and other fees that must be collected and remitted as well as other laws
and regulations. In some cases, the relevant laws may be uncertain or unsettled complicating our ability to comply and may
subject us to fines, penalties or other enforcement actions. It is possible that we could be subject to civil and criminal liabilities
that may damage our business reputation and brand. Moreover, any changes in laws, regulations or enforcement policies may
expose us to unknown civil and criminal risks that could requires us to modify our offerings or expose us to fines, penalties or
other enforcement actions, or compel us to require with onerous obligations that we either were not previously subject or did
not foresee. We may be required to exit certain foreign markets should such changes make the provision of our service
unprofitable, too costly, too risky or for other reasons that could adversely impact our profitability, or our ability to compete
effectively with other service providers. Any of these occurrences could negatively impact our brand and our business
reputation.
We will also become subject to risks associated with changes in the regulatory structure of the telecommunications services
marketplace in international markets. As in the United States, we will continue to depend on underlying carriers to terminate
our traffic to the PSTN in each country where we offer services. As countries evaluate and change intercarrier payment
schemes, remove and impose new obligations, our costs to provide service may increase. This could require us either to reduce
our profitability or raise the retail price of our service which may make our offerings less competitive with other providers in
the marketplace. We may have to exit markets that we previously thought would be profitable which could negatively impact
our business, and damage our brand and reputation.
Acquisitions may divert our management’s attention, result in dilution to our stockholders and consume resources that
are necessary to sustain our business.
In fiscal 2012, we made two business acquisitions. In fiscal 2011, we made one acquisition and one investment in another
company and, if appropriate opportunities present themselves, we may make additional acquisitions or investments or enter
into joint ventures or strategic alliances with other companies. Risks commonly encountered in such transactions include:
The difficulty of assimilating the operations and personnel of the combined companies;
The risk that we may not be able to integrate the acquired services or technologies with our current services, products,
and technologies;
The potential disruption of our ongoing business;
The diversion of management attention from our existing business;
The inability of management to maximize our financial and strategic position through the successful integration of the
acquired businesses;
Difficulty in maintaining controls, procedures, and policies;
The impairment of relationships with employees, suppliers, and customers as a result of any integration;
The loss of an acquired base of customers and accompanying revenue;
The assumption of leased facilities, other long-term commitments or liabilities that could have a material adverse impact
on our profitability and cash flow; and
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The dilution to our existing stockholders from the issuance of additional shares of common stock or reduction of
earnings per outstanding share in connection with an acquisition that fails to increase the value of our company.
As a result of these potential problems and risks, businesses that we may acquire or invest in may not produce the revenue,
earnings, or business synergies that we anticipated. In addition, there can be no assurance that any potential transaction will be
successfully identified and completed or that, if completed, the acquired business or investment will generate sufficient revenue
to offset the associated costs or other potential harmful effects on our business.
Increased taxes on our service will increase our customers' cost of using our service and/or reduce our profit margins
(to the extent the costs are not passed through to our customers) and we may be subject to liabilities for past sales and
additional taxes, surcharges and fees.
Until 2007, we did not collect or remit state or municipal taxes, such as sales, excise, and ad valorem taxes, fees or surcharges
on the charges to our customers for our services, except that we have historically complied with the collection of California
sales tax and financial contributions to the 9-1-1 system and the federal Universal Service Fund. We have received inquiries or
demands from a number of state and municipal taxing agencies seeking payment of taxes, fees or surcharges that are applied to
or collected from customers of providers of traditional public switched telephone network services. Although we have
consistently maintained that these taxes, fees or surcharges do not apply to our service for a variety of reasons depending on the
statute or rule that establishes such obligations, a number of states have changed their statutes as part of streamlined sales tax
initiatives and we are now collecting and remitting sales taxes in those states. The collection of these taxes, fees or surcharges
will have the effect of decreasing any price advantage we may have over other providers who have historically paid these taxes
and fees. Our compliance with these tax initiatives will also make us less competitive with those competitors who choose not to
comply with these tax initiatives. Currently, three jurisdictions are conducting sales tax audits of our records. As of March 31,
2013, there has been no change in the status of the assessment. We collect and have accrued for taxes that we believe are
required to be remitted. While historically, the amounts that have been remitted have been within established accruals if our
ultimate liability exceeds the accrued amount, it could result in significant charges to our earnings.
Our emergency and E-911 calling services are different from those offered by traditional wireline telephone companies
and may expose us to significant liability. There may be risks associated with limitations associated with E-911
emergency dialing with the 8x8 service.
Both our emergency calling service and our E-911 calling service are different, in significant respects, from the emergency
calling services offered by traditional wireline telephone companies. In each case, the differences may cause significant delays,
or even failures, in callers' receipt of the emergency assistance they need.
We are offering E-911 service that is similar to the emergency calling services provided to customers of traditional wireline
telephone companies in the same area. For those customers located in an E-911 area, emergency calls are routed directly to an
emergency services dispatcher at the PSAP in the area of the customer's registered location. The dispatcher will have automatic
access to the customer's telephone number and registered location information. If a customer moves their 8x8 service to a new
location, the customer's registered location information must be updated and verified by the customer. Until that takes place,
the customer will have to verbally advise the emergency dispatcher of his or her actual location at the time of an emergency 9-
1-1 call. This can lead to delays in the delivery of emergency services.
The emergency calls of customers located in areas where we are currently unable to provide E-911 service as described above
are supported by a national call center that is run by a third party provider and operates 24 hours per day, seven days per week.
These operators still receive the customer's registered service location and phone number automatically, and coordinate
connecting the caller to the appropriate PSAP or emergency services provider and providing the customer's registered service
location and phone number to those local authorities, which can also delay the delivery of emergency services. In the event that
a customer experiences a broadband or power outage, or if a network failure were to occur, the customer will not be able to
reach an emergency services provider using our services.
The FCC may determine that our nomadic emergency calling solution does not satisfy the requirements of its VoIP E-911
order because, in some instances, our nomadic emergency calling solution requires that we route an emergency call to a
national emergency call center instead of connecting our customers directly to a local PSAP through a dedicated connection
and through the appropriate selective router. The FCC may issue further guidance on compliance requirements in the future
that might require us to disconnect those customers not receiving access to emergency services in a manner consistent with the
VoIP E-911 order. The effect of such disconnections, monetary penalties, cease and desist orders or other enforcement actions
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initiated by the FCC or other agency or task force against us could have a material adverse effect on our business, financial
condition or operating results.
Delays our customers may encounter when making emergency services calls and any inability of the answering point to
automatically recognize the caller's location or telephone number can result in life threatening consequences. Customers may,
in the future, attempt to hold us responsible for any loss, damage, personal injury or death suffered as a result of any failure of
our E-911 services. In July 2008, the President signed into law the "New and Emerging Technologies 911 Improvement Act of
2008." The law provides public safety, interconnected VoIP providers and others involved in handling 911 calls the same
liability protections when handling 911 calls from interconnected VoIP users as from mobile or wired telephone service users.
The applicability of the liability protections to our national call center solution is unclear at the present time. Also, we may be
exposed to liability for 911 calls made prior to the adoption of this new law although we are unaware of any such liability.
The FCC may require us to deploy an E-911 service that automatically determines the location of our customers. The
adoption of such a requirement could increase our costs that could make our service more expensive, decrease our
profit margins, or both.
On June 1, 2007, the FCC released a Notice of Proposed Rulemaking in which it tentatively concluded that all interconnected
VoIP service providers that allow customers to use their service in more than one location (nomadic VoIP service providers
such as us) must utilize an automatic location technology that meets the same accuracy standards which apply to providers of
commercial mobile radio services (mobile phone service providers). In September 2010, the FCC released a Notice of Inquiry
again requesting comment on what type of automatic location standards should apply to providers of nomadic VoIP service
providers, whether the FCC's rules concerning the delivery of emergency services should be extended beyond providers of
interconnected VoIP services, and whether such emergency service obligations should apply to mobile VoIP applications used
on smartphones, computers and other devices. In July 2011, the FCC released a Second Further Notice of Proposed
Rulemaking, seeking comment on a number of issues including (i) whether to apply the FCC's E-911 rules to "outbound-only"
interconnected VoIP services (i.e., services that support placing calls to the PSTN); (ii) whether to adopt rules requiring all
interconnected VoIP service to automatically provide location information for emergency calls; and (iii) whether to revise the
FCC's definition of interconnected VoIP service to require an "Internet connection" rather than a broadband connection, and to
"define connectivity in terms of the ability to connect calls to the United States E.164 telephone numbers rather than the
PSTN." Also, the FCC released a Notice of Proposed Rulemaking that sought comment on whether any amendment of the
definition of interconnected VoIP service should be limited to E-911 requirements, or should apply other regulatory
requirements to these additional services. In September 2011, the FCC released a Notice of Proposed Rulemaking soliciting
comment on what role the agency could play in the fostering the development and implementation of newer 911 technologies
including, but not limited to, prioritization of 911 traffic triggered by an event such as a natural disaster, long-term
implementation of IP-based alternatives for delivering different kinds of media to emergency call takers like video,
photographs, and other forms of data, and text-to-911 solutions.
The outcome of these proceedings cannot be determined at this time and we may or may not be able to comply with any such
obligations that may be adopted. At present, we currently have no means to automatically identify the physical location of one
of our customers on the Internet. The FCC's VoIP E-911 order has increased our cost of doing business and may adversely
affect our ability to deliver the 8x8 service to new and existing customers in all geographic regions or to nomadic customers
who move to a location where emergency calling services compliant with the FCC's mandates are unavailable. Our compliance
with and increased costs due to the FCC's VoIP E-911 order put us at a competitive disadvantage to those VoIP service
providers who are either not subject to the requirements or have chosen not to comply with the FCC's mandates. We cannot
guarantee that emergency calling service consistent with the VoIP E-911 order will be available to all of our customers,
especially those accessing our services from outside of the United States. The FCC's current VoIP E-911 order or follow-on
orders or clarifications or their impact on our customers due to service price increases or other factors could have a material
adverse effect on our business, financial condition or operating results.
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The FCC adopted orders reforming the system of payments between regulated carriers that we partner with to
interface with the public switch telephone network. The rates we pay for the services performed by these carriers may
increase as a result of the FCC's reform order. As a result, we may increase rates for service, making our offerings less
competitive with others in the marketplace, or reduce our profitability.
The FCC reformed the system under which regulated providers of telecommunications services compensate each other for
various types of traffic, including VoIP traffic that terminates on the PSTN and applied new call signaling requirements to
VoIP and other service providers. The FCC's rules concerning charges for transmission of VoIP traffic could result in an
increased cost to terminate the traffic absent specific agreements that provide the appropriate rate to be charged for such traffic
when passed between us and other carriers. For VoIP traffic that terminates on the PSTN, the Order establishes a transitional
framework that: (1) establishes default intercarrier compensation rates for "toll" VoIP-PSTN traffic that are equal to interstate
access rates applicable to non-VoIP traffic; (2) establishes default intercarrier compensation rates for other VoIP-PSTN traffic
that will be the applicable reciprocal compensation rates; and (3) allows regulated providers of telecommunications services to
tariff these default charges in the relevant federal and state tariffs that apply in the absence of an agreement. The rules then
provide for a multiyear transition to a national "bill-and-keep" framework as the ultimate end state for all telecommunications
traffic exchanged with a local exchange carrier. Under bill-and-keep, providers do not charge an originating carrier for
terminating traffic and instead recover the costs of termination from their own customers. To the extent that the company
transmits traffic not subject to a specific intercarrier compensation arrangement and another provider were to assert that the
traffic we exchange with them is subject to higher levels of compensation than we, or the third parties terminating our traffic to
the PSTN, pay today (if any), our termination costs could initially increase, but ultimately will be reduced as the intercarrier
compensation system transitions to a bill-and-keep framework. Accordingly, in the near term, our costs to terminate traffic to
the PSTN may increase which could result in either us increasing the retail charges for our service offerings or reducing our
profitability. But, over the longer term, we expect our costs to terminate traffic to the PSTN to decline.
Recently, the FCC clarified its intercarrier compensation order with respect to the compensation arrangements for the
origination of VoIP traffic. Pursuant to the clarification order, local exchange carriers will be able to tariff default charges,
which are charges imposed in the absence of commercial agreements between parties exchanging traffic bound for the PSTN,
equal to intrastate originating access for originating intrastate toll VoIP traffic. The order makes clear that VoIP traffic includes
traffic that originates or terminates in IP, or both, and also without regard to whether the traffic originates in time-division
multiplexing or Internet protocol format. Local exchange carriers will have the ability to tariff default charges for the
origination of intrastate toll VoIP traffic at intrastate rates until June 30, 2014. Starting July 1, 2014, local exchange carriers
will be permitted to tariff default rates equal to interstate originating access. For all interstate VoIP traffic, interstate access
rates continue to apply, consistent with the original order. At this time, we cannot predict what, if any, impact the FCC’s
clarification order will have on our business.
The FCC's Order reforming payments for carrier exchange services for various type of traffic also imposes call
signaling requirements on VoIP providers like us. To the extent that we cannot comply with these rules, we may be
subject to fines, cease and desist orders, or other penalties.
The FCC Order reforming the system of compensation for various types of traffic also included rules to address calls for which
identifying information is missing or masked in ways that impede billing for such traffic. The FCC's new rules require, among
other things, interconnected VoIP providers, like us, that originate interstate or intrastate traffic destined for the PSTN, to
transmit the telephone number associated with the calling party to the next provider in the call path. Intermediate providers
must pass calling party number or charge number signaling information they receive from other providers unaltered, to
subsequent providers in the call path. While we believe we are in compliance with this rule, to the extent that we pass traffic
that does not have appropriate calling party number or charge number information, we could be subject to fines, cease and
desist orders, or other penalties.
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The FCC's Order reforming payments between carriers for various types of traffic also includes a Further Notice of
Proposed Rulemaking. Depending on the rules adopted by the FCC in this proceeding, the payments we make to
underlying carriers to access the Public Switched Telephone Network may increase, which may result in us increasing
the retail price of our service, potentially making our offering less competitive with traditional providers of
telecommunications services, or may reduce our profitability.
The FCC's Order reforming payments between carriers for various types of traffic includes a Further Notice of Proposed
Rulemaking which may result in the FCC adopting additional rules applicable to the exchange of traffic between regulated
providers of telecommunications services. While it is uncertain what rules, if any, the FCC will adopt and when the FCC may
do so, it is possible that as a result of this proceeding the charges our underlying service providers assess us will increase when
we send traffic to the PSTN. Should this occur, we may have to raise the retail rate of our offering, potentially making our
services less competitive with traditional providers of telecommunications services, or our profit margins may decrease. The
FCC proceeding is ongoing and we cannot predict whether the FCC will act or what rules it may adopt nor can we predict what
impact it may have on our business at this time.
The FCC and Congress are investigating call completion rates to rural areas of the United States. One company made a
voluntary contribution of approximately $1 million to the U.S. Treasury during the course of the FCC’s investigation
and agreed to implement a compliance plan. The investigations into rural call completion rates remain ongoing. We
may become subject to an investigation or an enforcement action.
Although we rely on third party carriers to handle all of our traffic destined for the PSTN, including to rural areas, it is possible
that the FCC could focus on our practices and procedures for routing such calls. We are monitoring call completion rates and
we are working with our underlying carriers to improve call quality and completion rates throughout our network. It is possible
that we, like other providers in the communications marketplace, may be subject to fines or other enforcement actions should
the FCC determine that our call completion rates to rural areas are, or have been, unacceptable.
The FCC has proposed a number of rules that would include new reporting obligations. At this time, it remains unclear what
rules the FCC will adopt and whether we will be subject to additional reporting obligations. It is possible that as a result of this
proceeding, our compliance costs will increase and the charges our underlying service providers assess us may increase. The
FCC proceeding is still in its early stages and we cannot predict whether the FCC will act or what rules it may adopt, nor can
we predict what impact it may have on our business at this time.
A petition filed by tw telecom inc. with the FCC seeks an Order that its provision of facilities-based interconnected
VoIP services should be classified as "telecommunications services," "telephone exchange services," and/or "exchange
access" under relevant federal law. We cannot predict the outcome of this proceeding nor its impact on our business at
this time.
In July 2011, the FCC released a Public Notice concerning a Petition for Declaratory Ruling filed by tw telecom inc. The
Petitioner requests the FCC to clarify that incumbent providers of local telephone service, like AT&T and Verizon, allow for
direct IP-to-IP interconnection with incumbent local exchange carriers for certain IP-based services. Specifically, tw telecom
seeks direct IP-to-IP interconnection from incumbent local telephone companies for the transmission and routing of tw
telecom's facilities-based VoIP services and for voice services that originate and terminate in Time Division Multiplexing
format but are converted to IP format for transport (referred to by the industry as "IP-in-the-middle" voice services).
Additionally, tw telecom is asking for the FCC to clarify that its facilities-based VoIP services are "telecommunications
services" as well as "telephone exchange services" and/or "exchange access," as those terms are defined under the
Communications Act of 1934, as amended by the Telecommunications Act of 1996. We cannot predict the outcome of this
proceeding nor its potential impact on our business at this time. Depending on how the FCC rules on the tw telecom petition,
we could be subject to greater regulation at the state level which would increase our costs of doing business. It is also possible
that an adverse ruling by the FCC in this proceeding could change the intercarrier compensation rate that our carriers pay to
handle our traffic which could also increase our costs. Increased costs to us may require us to raise our prices, making our
services less competitive, reduce our profit margins, or both.
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The FCC may require providers like us to comply with regulations related to how we present bills to customers. The
adoption of such obligations may require us to revise our bills and may increase our costs of providing service which
could either result in price increases or reduce our profitability.
The FCC released an order with respect to preventing the placement of unauthorized charges on consumers’ telephone bills, a
practice referred to in the industry as "cramming." While the FCC did not extend regulations applicable to providers of
traditional telephone services to interconnected VoIP providers to prevent “cramming” and other “Truth-in-Billing”
requirements, the FCC indicated that it would continue to monitor the marketplace and may extend such obligation in the
future. The proceeding remains open. We cannot predict the outcome of this proceeding, nor can we predict its potential
impact on our business at this time. These events could increase our expenses, which would have an adverse effect on our
operating results.
The FCC adopted rules concerning disabilities access requirements that may expand disabilities access requirements to
additional services we offer.
In October, 2010, the "Twenty-First Century Communications and Video Accessibility Act" was signed into law. In October,
2011, the FCC adopted an order implementing the new accessibility requirements as well as released a Notice of Proposed
Rulemaking concerning certain, additional, discrete issues. We cannot predict whether we will be subject to additional
accessibility requirements or whether any of our service offerings that are not currently subject to disabilities access
requirements will be subject to such obligations. These events could increase our expenses, which would have an adverse effect
on our operating results.
There may be risks associated with our ability to comply with the requirements of federal law enforcement agencies.
The FCC requires all interconnected VoIP providers to comply with the Communications Assistance for Law Enforcement Act
(“CALEA”). The FCC allows VoIP providers to comply with CALEA through the use of a solution provided by a trusted third
party with the ability to extract call content and call-identifying information from a VoIP provider’s network. While the FCC
permits companies like us to use the services provided by these third parties to comply with CALEA, we are ultimately
responsible for ensuring the timely delivery of call content and call-identifying information to law enforcement, and for
protecting subscriber privacy.
We selected a partner to work with us to develop a solution for CALEA compliant lawful interception of communications and,
as of May 14, 2007, we had installed this solution in our network operations and data centers, but had not yet completed
certification testing of all required intercept capabilities of this equipment. We completed formal CALEA compliance testing
with this partner in March 2009 and currently, our tested CALEA solution is fully deployed in our network. However, we
could be subject to an enforcement action by the FCC or law enforcement agencies for any delays related to meeting, or if we
fail to comply with, any current or future CALEA obligations.
There may be risks associated with our ability to comply with requirements of the Telecommunications Relay Service.
The FCC requires providers of interconnected VoIP services to comply with certain regulations pertaining to people with
disabilities and to contribute to the Telecommunications Relay Services, or TRS, fund. We are also required to offer 7-1-1
abbreviated dialing for access to relay services. As of April 5, 2008, we have implemented a 7-1-1 system which routes such
calls to the appropriate relay center based upon the customer’s assigned telephone number. We may be subject to enforcement
actions including, but not limited to, fines, cease and desist orders, or other penalties if the FCC believes we are not compliant
with these new disability requirements.
There may be risks associated with our ability to comply with the requirements of federal and other regulations related
to Customer Proprietary Network Information (“CPNI”).
The FCC requires providers of interconnected VoIP services to comply with its customer proprietary network information, or
CPNI, rules. CPNI includes information such as the phone numbers called by a consumer, the frequency, duration, and timing
of such calls, and any services/features purchased by the consumer, such as call waiting, call forwarding, and caller ID, in
addition to other information that may appear on a consumer’s bill.
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Under the FCC’s rules, companies like us may not use CPNI without customer approval except in narrow circumstances
related to the provision of existing services, and must comply with detailed customer approval processes when using CPNI
outside of these narrow circumstances. The rules also require more stringent security measures for access to a customer’s
CPNI data in the form of required passwords for on-line access and call-in access to account information as well as customer
notification of account or password changes.
At the present time, we do not utilize our customer’s CPNI in a manner which would require us to obtain consent from our
customers but, in the event that we do in the future, we will be required to adhere to specific CPNI rules aimed at marketing
such services. Before December 8, 2007, we implemented internal processes in order to be in compliance with all of the FCC’s
CPNI rules. Our failure to achieve compliance with any future CPNI orders, rules, filings or standards, or any enforcement
action initiated by the FCC or other agency, state or task force against us could have a material adverse effect on our business,(cid:1)
financial(cid:1)condition(cid:1)or(cid:1)operating(cid:1)results.
If we are unable to improve our process for local number portability provisioning, our growth may be negatively
affected.
We support local number portability, or LNP, which allows our customers to retain their existing telephone numbers when
subscribing to our services. Transferring numbers is a manual process that, in the past, has taken us 20 business days or longer,
although we have taken steps to automate this process to reduce the delay. A new customer of our services must maintain both
the new 8x8 service and the customer’s existing telephone service during the number transfer process. By comparison,
transferring wireless telephone numbers among wireless service providers generally takes several hours, and transferring
wireline telephone numbers among traditional wireline service providers generally takes a few days. The additional delay that
we experience is due to our reliance on third party carriers to transfer the numbers, as well as the delay the existing telephone
service provider may contribute to the process. Local number portability is considered an important feature by many potential
customers, especially our business customers, and if we fail to reduce related delays, we may experience increased difficulty in
acquiring new customers or retaining existing customers. Moreover, the FCC requires interconnected VoIP providers, like us,
to comply with industry standard timeframes and a shorter timeframe for certain types of ports. If we are unable to process
ports within the requisite timeframes, we could be subject to fines and/or penalties. Additionally, both customers and carriers
may seek relief from the relevant state public utility commission, the FCC, and/or in state or federal court.
The rates we pay to underlying telecommunications carriers may increase which may reduce our profitability and
increase the retail price of our service.
The FCC has several open proceedings considering new rules that may impact charges that regulated telecommunications
carriers assess each other for originating and terminating traffic. It is possible that the FCC will adopt new rules that subjects
interconnected VoIP traffic to increased charges. Should this occur, the rates that we pay to our underlying carriers may
increase which may reduce our profitability and may also increase the retail price of our service making our service less
competitive with other providers of similar calling services. We cannot predict either the timing or the outcome of these
proceedings.
Our success also depends on our ability to handle a large number of simultaneous calls, which our network may not be
able to accommodate.
We expect the volume of simultaneous calls to increase significantly as the 8x8 subscriber base grows. Our network hardware
and software may not be able to accommodate this additional volume. If we fail to maintain an appropriate level of operating
performance, or if our service is disrupted, our reputation could be hurt and we could lose customers, all of which could have a
material adverse effect on our business, financial condition or operating results.
We could be liable for breaches of security on our web site, fraudulent activities of our users, or the failure of third
party vendors to deliver credit card transaction processing services.
A fundamental requirement for operating an Internet-based, worldwide voice and video communications service and
electronically billing our 8x8 customers is the secure transmission of confidential information and media over public networks.
Although we have developed systems and processes that are designed to protect consumer information and prevent fraudulent
credit card transactions and other security breaches, failure to mitigate such fraud or breaches may adversely affect our
operating results. The law relating to the liability of providers of online payment services is currently unsettled and states may
enact their own rules with which we may not comply. We rely on third party providers to process and guarantee payments
made by 8x8 subscribers up to certain limits, and we may be unable to prevent our customers from fraudulently receiving
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goods and services. Our liability risk will increase if a larger fraction of our 8x8 transactions involve fraudulent or disputed
credit card transactions. Any costs we incur as a result of fraudulent or disputed transactions could harm our business. In
addition, the functionality of our current billing system relies on certain third party vendors delivering services. If these
vendors are unable or unwilling to provide services, we will not be able to charge for our 8x8 services in a timely or scalable
fashion, which could significantly decrease our revenue and have a material adverse effect on our business, financial condition
and operating results.
We have experienced losses due to subscriber fraud and theft of service.
Subscribers have, in the past, obtained access to the 8x8 service without paying for monthly service and international toll calls
by unlawfully using our authorization codes or by submitting fraudulent credit card information. To date, such losses from
unauthorized credit card transactions and theft of service have not been significant. We have implemented anti-fraud
procedures in order to control losses relating to these practices, but these procedures may not be adequate to effectively limit
all of our exposure in the future from fraud. If our procedures are not effective, consumer fraud and theft of service could
significantly decrease our revenue and have a material adverse effect on our business, financial condition and operating results.
Natural disasters, war, terrorist attacks or malicious conduct could adversely impact our operations that could degrade
or impede our ability to offer services.
As a provider of “cloud-based” services, our services rely on uninterrupted connection to the Internet through data centers and
networks. Any interruption or disruption to our network, or the third parties on which we rely, could adversely impact our
ability to provide service. Our network could be disrupted by circumstances outside of our control including natural disasters,
acts of war, terrorist attacks or other malicious acts including, but not limited to, cyberattacks. Should any of these events occur
and interfere with our ability to operate our network even for a limited period of time, we could incur significant expenses, lose
substantial amounts of revenue, suffer damage to our reputation, and lose customers. Any of these events could have a
material adverse impact on our business.
Vulnerabilities to security breaches, cyber intrusions and other malicious acts could adversely impact our business.
Critical to our provision of service is the storage, processing, and transmission of confidential and sensitive data. We store,
process and transmit a wide variety of confidential and sensitive information including credit card, bank account and other
financial information, proprietary, trade secret or other data that may be protected by intellectual property laws, customers’ and
employees’ personally identifiable information, as well as other sensitive information. We, along with others in the industry,
will be subject to cyber threats and security breaches, either by third parties or employees, given the nature of the information
we store, process and transmit. Our continued ability to securely store, process and transmit data is essential to our business.
We are aware of the risks associated with cyber threats and we have implemented a number of measures to protect ourselves
from cyber attacks. Specifically, we have redundant servers such that if we suffer equipment or software failures in one
location or on one set of servers, we have the ability to provide continuity of service. We actively monitor our network for
cyber threats and implement protective measures periodically. We conduct vulnerability assessments and penetration testing
and engage in remedial action based on such assessments. Depending on the evolving nature of cyber threats and the measures
we may have to implement to continue to maintain the security of our networks and data, our profitability may be adversely be
impacted or we may have to increase the retail price of our services that may make our offerings less competitive with other
communications providers.
But, like all other companies in the marketplace, there is no guarantee that we will not be adversely impacted by cyberattacks.
If our employees or third parties obtain unauthorized access to our secure network, or if our network is penetrated, our service
could be disrupted, sensitive information could be lost, stolen or disclosed that could have variety of negative impacts
including legal liability in form of class action lawsuits, investigations by federal and state law enforcement agencies, could
expose us to fines or penalties, and could harm our business reputation where any of these eventualities could have a material
negative impact on our business.
23
A higher rate of customer terminations would negatively affect our business by reducing our revenue or requiring us to
spend more money to grow our customer base.
Our rate of customer terminations, or average monthly customer churn (excluding cancellations within 30 days of sign-up),
was 1.8% for the fiscal year ended March 31, 2013 compared with 2.0% for the fiscal year ended March 31, 2012. Our churn
rate could increase in the future if customers are not satisfied with our service. Other factors, including increased competition
from other VoIP providers, alternative technologies, and adverse business conditions also influence our churn rate.
Because of churn, we have to acquire new customers on an ongoing basis just to maintain our existing level of customers and
revenues. As a result, marketing expenditures are an ongoing requirement of our business. If our churn rate increases, we will
have to acquire even more new customers in order to maintain our existing revenues. We incur significant costs to acquire new
customers, and those costs are an important factor in determining our net profitability. Therefore, if we are unsuccessful in
retaining customers or are required to spend significant amounts to acquire new customers beyond those budgeted, our revenue
could decrease and our net income could decrease.
Our future operating results may vary substantially from period to period and may be difficult to predict.
Our historical operating results have fluctuated significantly and will likely continue to fluctuate in the future, and a decline in
our operating results could cause our stock price to fall. On an annual and a quarterly basis, there are a number of factors that
may affect our operating results, many of which are outside our control. These include, but are not limited to:
changes in market demand;
the timing of customer orders;
customer cancellations;
competitive market conditions;
lengthy sales cycles and/or regulatory approval cycles;
new product introductions by us or our competitors;
market acceptance of new or existing products;
the cost and availability of components;
the mix of our customer base and sales channels;
the mix of products and services sold;
the number of additional business customers, on a net basis;
the management of inventory;
continued compliance with industry standards and regulatory requirements; and
general economic conditions.
Due to these and other factors, we believe that period-to-period comparisons of our results of operations are not meaningful
and should not be relied upon as indicators of our future performance. It is possible that in some future periods our results of
operations may be below the expectations of public market analysts and investors. If this were to occur, the price of our
common stock would likely decline significantly.
24
We need to retain key personnel to support our products and ongoing operations.
The development and marketing of our VoIP services will continue to place a significant strain on our limited personnel,
management, and other resources. Our future success depends upon the continued services of our executive officers and other
key employees who have critical industry experience and relationships that we rely on to implement our business plan. None of
our officers or key employees are bound by employment agreements for any specific term. The loss of the services of any of
our officers or key employees could delay the development and introduction of, and negatively impact our ability to sell our
services which could adversely affect our financial results and impair our growth. We currently do not maintain key person life
insurance policies on any of our employees.
We may need to raise additional capital to support our future operations.
As of March 31, 2013, we had cash and cash equivalents and investments of approximately $52.3 million. While we believe
these funds are sufficient to meet our current and anticipated liquidity requirements, we may need to raise additional capital to
pursue our strategic objectives. We may seek additional funding through public or private equity or debt financing. Recently,
we filed a shelf registration statement with the SEC that was declared effective on April 5, 2013. This shelf registration
statement allows us to sell up to an additional amount of approximately $250 million of our securities from time to time during
the next three years. We might decide to raise additional capital at such times and upon such terms as management considers
favorable and in our interests, including, but not limited to, from the sale of our debt and/or equity securities under our shelf
registration statement, but we cannot be certain that we will be able to complete offerings of our securities at such times and on
such terms as we may consider desirable for us. Any such financings may be upon terms that are potentially dilutive to existing
stockholders. We may not be able to obtain such additional financing as needed on acceptable terms, or at all, which may
require us to reduce our operating costs and other expenditures, including reductions of personnel and capital expenditures.
Our stock price has been highly volatile.
The market price of the shares of our common stock has been and is likely to continue to be highly volatile. It may be
significantly affected by factors such as:
actual or anticipated fluctuations in our operating results;
announcements of technical innovations;
future legislation or regulation of the Internet and/or VoIP;
loss of key personnel;
new entrants into the VOIP service marketplace, including cable and incumbent telephone companies and other well-
capitalized competitors;
new products or new contracts by us, our competitors or their customers;
the perceived or real impact of events that negatively affect our direct competitors; and
developments with respect to patents or proprietary rights, general market conditions, changes in financial estimates by
securities analysts, and other factors which could be unrelated to, or outside of, our control.
The stock market has from time to time experienced significant price and volume fluctuations that have particularly affected
the market prices for the common stocks of technology companies and that have often been unrelated to the operating
performance of particular companies. These broad market fluctuations may adversely affect the market price of our common
stock. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation
has often been initiated against the issuing company. If our stock price is volatile, we may also be subject to such litigation.
Such litigation could result in substantial costs and a diversion of management's attention and resources, which would disrupt
business and could cause a decline in our operating results. Any settlement or adverse determination in such litigation would
also subject us to significant liability.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal operations are located in San Jose, CA in a facility that is approximately 104,657 square feet of office space. We
believe our new facilities will adequately meet our current and foreseeable future needs. For additional information regarding
our obligations under leases see Note 4 to the consolidated financial statements contained in Part II, Item 8 of this Report.
25
ITEM 3. LEGAL PROCEEDINGS
From time to time, we become involved in various legal claims and litigation that arise in the normal course of our operations.
While the results of such claims and litigation cannot be predicted with certainty, we are not currently aware of any such
matters that we believe would have a material adverse effect on our financial position, results of operations or cash flows.
On February 22, 2011, we were named a defendant in a lawsuit, Bear Creek Technologies, Inc. v. 8x8, Inc. et al., along with 20
other defendants. On August 17, 2011, the suit against us was dismissed without prejudice from this lawsuit under Rule 21 of
the Federal Rules of Civil Procedure. On August 17, 2011, we were sued again by Bear Creek Technologies, Inc. in the United
States District Court for the District of Delaware. We believe we have factual and legal defenses to these claims and we are
presenting a vigorous defense. Further, on November 28, 2012, the U.S. Patent & Trademark Office (“USPTO”) initiated a
Reexamination proceeding with a Reexamination Declaration explaining that there is a substantial new question of
patentability, based on four separate grounds, affecting each claim of the patent which is the basis for the complaint filed
against the Company. On March 26, 2013, the USPTO issued a first Office Action in the Reexamination, with all claims of the
’722 patent being rejected on each of the four separate grounds raised in the Request for Reexamination. There is a pending
motion to stay the litigation based on the possibility that at least one of the rejections will be upheld. We cannot estimate
potential liability in this case at this early stage of litigation.
On October 25, 2011, we were named a defendant in a lawsuit, Klausner Technologies, Inc. v. Oracle Corporation et al., along
with 30 other defendants. The lawsuit alleges infringement of a patent that is now believed to be expired. On November 1,
2011, Klausner dismissed the complaint voluntarily and filed new complaints separating the defendants, including a new
Complaint against us. We believe we have factual and legal defenses to these claims and we are presenting a vigorous defense,
and we have filed several motions consistent therewith including a motion to transfer and a motion to dismiss the complaint as
filed on February 23, 2012. On March 21, 2013, Chief Judge Davis granted our Motion to Change Venue, and has thereby
ordered that this case be transferred to the US District Court for the Northern District of California on or after April 4, 2013.
This case been transferred accordingly. We have not answered the complaint. We cannot estimate potential liability in this
case at this early stage of litigation.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
We completed our initial public offering on July 2, 1997 under the name 8x8, Inc. From that date through April 3, 2000, our
common stock was traded on the NASDAQ National Market, or the NASDAQ, under the symbol "EGHT." From April 4, 2000
through July 18, 2001, our common stock was traded on the NASDAQ under the symbol "NTRG." Since July 19, 2001 our
common stock has traded under the symbol "EGHT." In July 2002, in connection with the transformation of the NASDAQ to a
national securities exchange our listing was transferred to the NASDAQ Capital Market of the NASDAQ Stock Market LLC.
We have never paid cash dividends on our common stock and have no plans to do so in the foreseeable future. As of May 15,
2013, there were 257 holders of record of our common stock.
26
The following table sets forth the range of high and low close prices for each period indicated:
Period
Fiscal 2013:
First quarter
Second quarter
Third quarter
Fourth quarter
Fiscal 2012:
First quarter
Second quarter
Third quarter
Fourth quarter
High
Low
$ 4.36
$ 7.02
$ 7.58
$ 7.95
$ 4.97
$ 5.44
$ 4.67
$ 4.73
$ 3.80
$ 4.14
$ 5.62
$ 6.00
$ 2.80
$ 3.00
$ 3.13
$ 3.11
See Item 12 of Part III of this Report regarding information about securities authorized for issuance under our equity
compensation plans.
The graph below shows the cumulative total stockholder return over a five year period assuming the investment of $100 on
March 31, 2008 in each of 8x8’s common stock, the NASDAQ Composite Index and the NASDAQ Telecommunications
Index. The graph is furnished, not filed, and the historical return cannot be indicative of future performance.
27
On August 1, 2012, we sold 53,899 shares of common stock at $3.315 per share, and 94,951 shares of common stock at $3.774
per share to employee participants in our Employee Stock Purchase Plan, or ESPP. On February 1, 2013, we sold 98,256 shares
of common stock at $3.774 per share, and 54,197 shares of common stock at $4.65 per share to employee participants in our
ESPP. None of the shares sold in the transactions on these two dates were registered. Our ESPP was created pursuant to section
423 of the Internal Revenue Code and allows our eligible employees to purchase common stock through payroll deductions at a
price equal to 85% of the fair market value of a share of our common stock at the beginning of each two year offering period,
or the end of a six month purchase period, whichever is lower. The employees are allowed to completely withdraw all of their
payroll contributions prior to the applicable purchase date. Under our ESPP, the purchase dates are February 1 and August 1 of
each calendar year.
ITEM 6. SELECTED FINANCIAL DATA
Total revenues
Net income (loss)
Net income (loss) per share:
Basic
Diluted
Total assets
Fair value of warrant liability
Accumulated deficit
Total stockholders' equity
$
$
$
$
$
$
$
$
2013
107,614
13,939
$
$
2012
Years Ended March 31,
2011
(in thousands, except per share amounts)
63,396
70,163
3,879
6,494
85,803
69,228
2010
$
$
$
$
0.20
0.19
152,611
-
(109,179)
1.04
$
0.99
$
130,733
$
$
-
$ (123,118)
137,033
$
118,450
$
$
$
$
$
$
0.10
0.10
26,584
-
(192,346)
0.06
$
0.06
$
23,712
$
$
167
$ (198,840)
15,861
$
13,300
2009
64,674
(2,500)
(0.04)
(0.04)
21,856
21
(202,719)
9,030
$
$
$
$
$
$
$
$
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
We were founded in 1987 and completed an initial public offering of common stock in 1997. We develop and market
telecommunications services for Internet protocol, or IP, telephony and video applications as well as web-based conferencing
and unified communications services. We offer the 8x8 Virtual Office hosted PBX service, 8x8 Virtual Contact Center service,
the 8x8 Virtual Office Pro unified communications solution and 8x8 Cloud-Based Computing solutions. As of March 31,
2013, we had more than 32,500 business customers. Each business customer subscribes to a number of various lines and
services (e.g. physical phone extensions, contact center seats, virtual extensions, fax lines, toll free numbers, receptionist
software, unified communications services, etc.). Since fiscal 2004, substantially all of our revenues have been generated from
the sale, license and provision of VoIP products, services and technology. Prior to fiscal 2003, our focus was on our VoIP
semiconductor business.
CRITICAL ACCOUNTING POLICIES & ESTIMATES
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United
States of America. Note 1 to the consolidated financial statements in Part II, Item 8 of this Report describes the significant
accounting policies and methods used in the preparation of our consolidated financial statements.
We have identified the policies below as some of the more critical to our business and the understanding of our results of
operations. These policies may involve a higher degree of judgment and complexity in their application and represent the
critical accounting policies used in the preparation of our consolidated financial statements. Although we believe our
judgments and estimates are appropriate, actual future results may differ from our estimates. If different assumptions or
conditions were to prevail, the results could be materially different from our reported results. The impact and any associated
risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of
Financial Condition and Results of Operations where such policies affect our reported and expected financial results.
28
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and
equity and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including, but
not limited to, those related to bad debts, valuation of inventories, and litigation and other contingencies. We base our estimates
on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results could differ from those estimates under different assumptions or conditions. We
base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities and
equity that are not readily apparent from other sources. Actual results could differ from those estimates under different
assumptions or conditions. Additional information regarding risk factors that may impact our estimates is included above under
Part I, Item 1A, "Risk Factors."
Revenue Recognition
Our revenue recognition policies are described in Note 1 to the consolidated financial statements in Part II, Item 8 of this
Report. As described below, significant management judgments and estimates must be made and used in connection with the
revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any
period if our management made different judgments or utilized different estimates.
Under the terms of our typical subscription agreement, new customers can terminate their service within 30 days of order
placement and receive a full refund of fees previously paid. We have determined that we have sufficient history of subscriber
conduct to make a reasonable estimate of cancellations within the 30-day trial period. Therefore, we recognize new subscriber
revenue in the month in which the new order was shipped, net of an allowance for expected cancellations.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-25 requires that revenue
arrangements with multiple deliverables be divided into separate units of accounting if the deliverables in the arrangement
meet specific criteria. In addition, arrangement consideration must be allocated among the separate units of accounting based
on their relative fair values, with certain limitations. The provisioning of the 8x8 service with the accompanying 8x8 IP
Telephone constitutes a revenue arrangement with multiple deliverables. In accordance with the guidance of ASC 605-25, we
allocate 8x8 revenues, including activation fees, among the 8x8 IP telephones and subscriber services based on the fair value
determined by their relative selling prices. Revenues allocated to these devices are recognized as product revenues during the
period of the sale less the allowance for estimated returns during the 30-day trial period. All other revenues are recognized
when the related services are provided. We record revenue net of any sales-related taxes that are billed to our customers. We
believe this approach results in consolidated financial statements that are more easily understood by investors. The cost of the
products sold is recognized contemporaneously with the recognition of product revenue.
At the time of each revenue transaction, we assess whether the revenue amount is fixed and determinable and whether
collection is reasonably assured. We assess whether the fee is fixed and determinable based on the payment terms associated
with the transaction. If a significant portion of a fee is due after our normal payment terms, which are 30-90 days from invoice
date, we account for the fee as not being fixed and determinable. In these cases, we recognize revenue as the fees become due.
We assess collection based on a number of factors, including past transaction history with the customer and the
creditworthiness of the customer. We generally do not request collateral from our customers. If we determine that collection of
a fee is not reasonably assured, we defer the fee and recognize revenue at the time collection becomes reasonably assured,
which is generally upon receipt of payment. We defer recognition of revenue on product sales to retailers where the right of
return exists until products are resold to the end user and the trial period has expired.
Under our revenue recognition accounting principles, if a software license arrangement includes acceptance criteria, we do not
recognize revenue until we can demonstrate objectively that the software or service can meet the acceptance criteria or that the
customer has signed formal acceptance documentation. If a software license arrangement obligates us to deliver unspecified
future products, we recognize revenue on a subscription basis, ratably over the term of the contract.
29
For all sales, except those completed via the Internet, we use either a binding purchase order or other signed agreement as
evidence of an arrangement. For sales over the Internet, we use a credit card authorization as evidence of an arrangement, and
recognize revenue upon settlement of the transaction, if there are no customer acceptance conditions. We do not settle credit
card transactions until equipment related to the transaction, if any, is shipped to a customer.
Our ability to enter into revenue generating transactions and recognize revenue in the future is subject to a number of business
and economic risks discussed above under Item 1A,"Risk Factors."
Collectability of Accounts Receivable
We must make estimates of the collectability of our accounts receivable. Management specifically analyzes accounts
receivable, including historical bad debts, customer concentrations, customer creditworthiness, current economic trends and
changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. As of March 31,
2013, the accounts receivable balance was $3,880,000, net of an allowance for doubtful accounts of $480,000, including a
reserve for disputed credits, and an estimated returns reserve of $152,000. If the financial condition of our customers
deteriorates, our actual losses may exceed our estimates, and additional allowances would be required.
Valuation of Inventories
We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of
inventory and the estimated market value based upon assumptions about future demand, market conditions and replacement
costs. If actual future demand or market conditions are less favorable than those projected by us, additional inventory write-
downs may be required.
Income and Other Taxes
As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each
of the jurisdictions in which we operate. This process requires us to estimate our actual current tax expense and to assess
temporary differences resulting from book-tax accounting differences for items such as accrued vacation. These differences
result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the
likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery
is not likely, we must establish a valuation allowance. In the event that we determine that we would be able to realize deferred
tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in
the period such determination was made.
Significant management judgment is required to determine the valuation allowance recorded against our net deferred tax assets,
which include net operating loss and tax credit carry forwards. The valuation allowance is based on our estimates of taxable
income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. During the
fourth quarter of fiscal 2012, we reassessed the need for a valuation allowance against our net deferred tax asset and concluded
that it was more likely than not that we would be able to realize a significant portion of our deferred tax assets. Accordingly,
we released most of our valuation allowance related to our deferred tax asset which resulted in a credit to the income statement
of approximately $62.1 million. We determined that a release of a portion of our valuation allowance was appropriate as a
result of the following discrete events: (1) our attainment of three consecutive years of net income, (2) the acquisition of
Contactual in the second quarter of fiscal 2012, (3) the completion of the Section 382 ownership analysis under the Internal
Revenue Code for Contactual in the fourth quarter of fiscal 2012. During the fourth quarter of fiscal 2013, we evaluated the
need for a valuation allowance against our net deferred tax asset and concluded that an additional allowance was needed.
Therefore, we increased our valuation allowance related to our state net operating loss and tax credit carryovers which resulted
in a debit to the income statement of approximately $1.0 million. We determined that an increase in our valuation allowance
was appropriate as a result of the change in the net income apportionment methodology in California. In making this
determination, we considered all available positive and negative evidence, including our recent earnings trend and expected
continued future taxable income. As of March 31, 2013, the net deferred tax asset on the consolidated balance sheet
represented the projected tax benefit we expect to realize. We continue to maintain a valuation allowance against the remainder
of our deferred tax assets that we believe we will not be able to utilize.
We have received inquiries, demands or audit requests from several state, municipal and 9-1-1 taxing agencies seeking
payment of taxes that are applied to or collected from the customers of providers of traditional public switched telephone
network services. We recorded no expense for the years ended March 31, 2013, 2012 and 2011 for estimated tax exposure for
such assessments.
30
Stock-Based Compensation
We account for our employee stock options, stock purchase rights and restricted stock units granted under the 1996 Stock Plan,
1996 Director Option Plan, 1999 Nonstatutory Stock Option Plan, the 2006 Stock Plan, the 2003 Contactual Plan, the 2012
Equity Incentive Plan and stock purchase rights under the 1996 Employee Stock Purchase Plan (collectively “Equity
Compensation Plans”) under the provisions of ASC 718 – Stock Compensation. Under the provisions of ASC 718, share-based
compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as an
expense over the employee’s requisite service period (generally the vesting period of the equity grant), net of estimated
forfeitures.
Stock-based compensation expense recognized in the Consolidated Statements of Income for fiscal 2013, 2012 and 2011, was
measured based on ASC 718 criteria. Compensation expense for all share-based payment awards is recognized using the
straight-line single-option method and includes the impact of estimated forfeitures. ASC 718 requires forfeitures to be
estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
To value option grants, stock purchase rights and restricted stock units under the Equity Compensation Plans for actual and pro
forma stock-based compensation we used the Black-Scholes option valuation model. Fair value determined using the Black-
Scholes option valuation model varies based on assumptions used for the expected stock prices volatility, expected life, risk
free interest rates and future dividend payments. For fiscal years 2013, 2012 and 2011, we used the historical volatility of our
stock over a period equal to the expected life of the options to their fair value. The expected life assumptions represent the
weighted-average period stock-based awards are expecting to remain outstanding. These expected life assumptions were
established through the review of historical exercise behavior of stock-based award grants with similar vesting periods. The
risk free interest was based on the closing market bid yields on actively traded U.S. treasury securities in the over-the-counter
market for the expected term equal to the expected term of the option. The dividend yield assumption was based on our history
and expectation of future dividend payout.
ASC 718 requires us to calculate the additional paid in capital pool (“APIC Pool”) available to absorb tax deficiencies
recognized subsequent to adopting ASC 718, as if we had adopted ASC 718 at its effective date of January 1, 1995. There are
two allowable methods to calculate our APIC Pool: (1) the long form method or (2) the short form method as set forth in ASC
718. We have elected to use the long form method under which we track each award grant on an employee-by-employee basis
and grant-by-grant basis to determine if there is a tax benefit or tax deficiency for such award. We then compared the fair
value expense to the tax deduction received for each grant and aggregated the benefits and deficiencies to establish the APIC
Pool.
Due to the adoption of ASC 718, some option exercises result in tax deductions in excess book deductions based on the option
value at the time of grant. We recognize these windfall tax benefits associated with the exercise of stock options directly to
stockholders’ equity only when realized. We use the “with and without” approach as described in ASC 740, in determining the
order in which our tax attributes are utilized. The “with and without” approach results in the recognition of the windfall stock
option tax benefits only after all other tax attributes of ours have been considered in the annual tax accrual computation. Also,
we have elected to ignore the indirect tax effects of share-based compensation deductions in computing our research and
development tax credits and alternative tax credits and as such, we recognize the full effect of these deductions in the
consolidated income statement in the period in which the taxable event occurs.
31
SELECTED OPERATING STATISTICS
We periodically review certain key business metrics, within the context of our articulated performance goals, in order to
evaluate the effectiveness of our operational strategies, allocate resources and maximize the financial performance of our
business. The selected operating statistics include the following:
Gross business customer additions (1)
Number of new services sold (1)(2)
Average number of subscribed services
per new business customer (3)
Business subscriber acquisition cost
per service (4)
Total business customers (5)
Average number of subscribed services
per business customer (6)
Business customer average monthly
service revenue per customer (7)
Business customer churn (less
cancellations within 30 days
of sign-up) (8)
Business service revenue churn
Overall service margin
Overall product margin
Overall gross margin
March 31,
2013
2,808
50,728
18.1
Selected Operating Statistics
Sept. 30,
2012
Dec 31,
2012
June 30,
2012
2,617
44,391
2,915
42,920
2,943
41,146
March 31,
2012
2,892
39,221
17.0
14.7
14.0
13.6
$
92
$
98
$
89
$
97
$
99
32,535
31,473
30,498
29,913
28,671
11.5
11.2
10.6
10.1
9.8
$
263
$
260
$
256
$
250
$
244
1.7%
1.5%
80%
-17%
71%
1.6%
2.6%
78%
-34%
68%
2.4%
1.0%
76%
-22%
68%
1.7%
2.3%
75%
-30%
67%
2.0%
1.6%
76%
-15%
68%
(1) Does(cid:1)not(cid:1)include(cid:1)customers(cid:1)of(cid:1)Virtual(cid:1)Office(cid:1)Solo(cid:1)or(cid:1)Zerigo,(cid:1)Inc.(cid:1)((cid:147)Zerigo(cid:148)).
(2) Number(cid:1)of(cid:1)recurring(cid:1)revenue(cid:1)services(cid:1)sold(cid:1)to(cid:1)business(cid:1)customers(cid:1)during(cid:1)the(cid:1)period.
(3) Number(cid:1)of(cid:1)new(cid:1)services(cid:1)sold(cid:1)divided(cid:1)by(cid:1)gross(cid:1)business(cid:1)customer(cid:1)additions.
(4) The(cid:1)combined(cid:1)costs(cid:1)of(cid:1)advertising,(cid:1)marketing,(cid:1)promotions,(cid:1)sales(cid:1)commissions(cid:1)and(cid:1)equipment(cid:1)subsidies(cid:1)for(cid:1)new(cid:1)services(cid:1)sold(cid:1)during(cid:1)the(cid:1)period(cid:1)divided(cid:1)by(cid:1)
the(cid:1)number(cid:1)of(cid:1)new(cid:1)services(cid:1)sold(cid:1)during(cid:1)the(cid:1)period.(cid:1)
(5) Business(cid:1)customers(cid:1)are(cid:1)defined(cid:1)as(cid:1)customers(cid:1)paying(cid:1)for(cid:1)service.(cid:1)Customers(cid:1)that(cid:1)are(cid:1)currently(cid:1)in(cid:1)the(cid:1)30-(cid:1)day(cid:1)trial(cid:1)period(cid:1)are(cid:1)considered(cid:1)to(cid:1)be(cid:1)customers(cid:1)
that(cid:1)are(cid:1)paying(cid:1)for(cid:1)service.(cid:1)Customers(cid:1)subscribing(cid:1)to(cid:1)Virtual(cid:1)Office(cid:1)Solo(cid:1)or(cid:1)Zerigo(cid:1)services(cid:1)are(cid:1)not(cid:1)included(cid:1)as(cid:1)business(cid:1)customers.(cid:1)
(6) The(cid:1)simple(cid:1)average(cid:1)number(cid:1)of(cid:1)subscribed(cid:1)services(cid:1)divided(cid:1)by(cid:1)the(cid:1)simple(cid:1)average(cid:1)number(cid:1)of(cid:1)business(cid:1)customers(cid:1)during(cid:1)the(cid:1)period.(cid:1)(cid:1)The(cid:1)simple(cid:1)average(cid:1)
number(cid:1)of(cid:1)subscribed(cid:1)services(cid:1)is(cid:1)the(cid:1)number(cid:1)of(cid:1)subscribed(cid:1)services(cid:1)on(cid:1)the(cid:1)first(cid:1)day(cid:1)of(cid:1)the(cid:1)period(cid:1)plus(cid:1)the(cid:1)number(cid:1)of(cid:1)subscribed(cid:1)services(cid:1)on(cid:1)the(cid:1)last(cid:1)day(cid:1)of(cid:1)
the(cid:1)period(cid:1)divided(cid:1)by(cid:1)two.(cid:1)The(cid:1)simple(cid:1)average(cid:1)number(cid:1)of(cid:1)business(cid:1)customers(cid:1)is(cid:1)the(cid:1)number(cid:1)of(cid:1)business(cid:1)customers(cid:1)on(cid:1)the(cid:1)first(cid:1)day(cid:1)of(cid:1)the(cid:1)period(cid:1)plus(cid:1)the(cid:1)
number(cid:1)of(cid:1)business(cid:1)customers(cid:1)on(cid:1)the(cid:1)last(cid:1)day(cid:1)of(cid:1)the(cid:1)period(cid:1)divided(cid:1)by(cid:1)two.(cid:1)
(7) Business(cid:1)customer(cid:1)average(cid:1)monthly(cid:1)service(cid:1)revenue(cid:1)per(cid:1)customer(cid:1)is(cid:1)service(cid:1)revenue(cid:1)from(cid:1)business(cid:1)customers(cid:1)in(cid:1)the(cid:1)period(cid:1)divided(cid:1)by(cid:1)the(cid:1)number(cid:1)of(cid:1)
months(cid:1)in(cid:1)the(cid:1)period(cid:1)divided(cid:1)by(cid:1)the(cid:1)simple(cid:1)average(cid:1)number(cid:1)of(cid:1)business(cid:1)customers(cid:1)during(cid:1)the(cid:1)period.(cid:1)
(8) Business(cid:1)customer(cid:1)churn(cid:1)is(cid:1)calculated(cid:1)by(cid:1)dividing(cid:1)the(cid:1)number(cid:1)of(cid:1)business(cid:1)customers(cid:1)that(cid:1)terminated(cid:1)(after(cid:1)the(cid:1)expiration(cid:1)of(cid:1)the(cid:1)30-day(cid:1)trial)(cid:1)by(cid:1)the(cid:1)simple(cid:1)
average(cid:1)number(cid:1)of(cid:1)business(cid:1)customers(cid:1)and(cid:1)dividing(cid:1)the(cid:1)result(cid:1)by(cid:1)the(cid:1)number(cid:1)of(cid:1)months(cid:1)in(cid:1)the(cid:1)period.(cid:1)In(cid:1)the(cid:1)second(cid:1)quarter(cid:1)of(cid:1)fiscal(cid:1)2013,(cid:1)an(cid:1)affiliate(cid:1)with(cid:1)
411(cid:1)business(cid:1)customers(cid:1)representing(cid:1)approximately(cid:1)$9,000(cid:1)of(cid:1)monthly(cid:1)service(cid:1)revenue(cid:1)cancelled(cid:1)service.(cid:1)(cid:1)Excluding(cid:1)these(cid:1)411(cid:1)cancellations,(cid:1)business(cid:1)
customer(cid:1)churn(cid:1)(less(cid:1)cancellations(cid:1)within(cid:1)30(cid:1)days(cid:1)of(cid:1)sign-up)(cid:1)was(cid:1)1.9%.(cid:1)
We believe it is useful to monitor these metrics together and not individually, as we do not make business decisions based upon
any single metric.
32
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our Consolidated Financial Statements and related notes included
elsewhere in this Report.
We have minimal seasonality in our business but typically sales of new subscriptions in our fourth fiscal quarter are greater
than any of the first three quarters of the fiscal year. We believe this occurs because the customers we target have a tendency
to spend a greater portion of their annual capital budgets at the beginning of the calendar year rather than the last three quarters
of the year.
REVENUE
Service revenue
Percentage of total revenue
$
Years Ended March 31,
2012
2013
2011
(dollar amounts in thousands)
78,382
91.4%
98,212
91.3%
64,998
92.6%
$
$
Year-over-Year Change
2012 to 2013
2011 to 2012
$
19,830
25.3% $
13,384
20.6%
Service revenue consists primarily of revenues attributable to the provision of our 8x8 services and royalties earned under our
VoIP technology licenses. We expect that 8x8 service revenues will continue to comprise nearly all of our service revenues for
the foreseeable future.
The increase in fiscal year 2013, compared with fiscal year 2012, was primarily attributable to an increase in 8x8 service
revenues resulting from growth of our business service subscriber base. Our business service subscriber base grew from
approximately 28,500 customers at the end of fiscal 2012 to approximately 32,500 customers on March 31, 2013. The increase
was partially offset by a decrease in customers of our residential services. These changes were consistent with the redirection
of our marketing efforts toward our business customer service. We expect the trends to continue in future periods.
The increase in fiscal year 2012, compared with fiscal year 2011, was primarily attributable to an increase in 8x8 service
revenues resulting from growth of our business service subscriber base. Our business service subscriber base grew from
approximately 24,000 customers at the end of fiscal 2011 to approximately 28,500 customers on March 31, 2012. The increase
was partially offset by a decrease in customers of our residential services.
Years Ended March 31,
2012
2011
2013
Product revenue
Percentage of total revenue
$
(dollar amounts in thousands)
9,402
8.7%
7,421
8.6%
$
$
5,165
7.4%
Year-over-Year Change
2012 to 2013
2011 to 2012
$
1,981
26.7% $
2,256
43.7%
Product revenue consists primarily of revenues from sales of IP telephones, primarily attributable to our 8x8 service.
The increase in fiscal year 2013 from fiscal year 2012 resulted from a $2.0 million increase in product revenue attributable to
growth in our business customer subscriber base, for which we have been subsidizing equipment purchases.
The increase in fiscal year 2012 from fiscal year 2011 resulted from a $2.3 million increase in product revenue attributable to
growth in our business customer subscriber base, for which we have been subsidizing equipment purchases.
No single customer represented more than 10% of our total revenues during fiscal 2013, 2012 or 2011.
33
The following table illustrates our net revenues by geographic area. Revenues are attributed to countries based on the
destination of shipment (in thousands):
United States
Other locations
COST OF REVENUE
Cost of service revenue
Percentage of service revenue
$
Years Ended March 31,
2013
104,387
3,227
107,614
$
$
2012
2011
83,841
1,962
85,803
$
$
69,455
708
70,163
$
$
2013
Years Ended March 31,
2012
(dollar amounts in thousands)
18,065
23.0%
22,201
22.6%
$
$
2011
14,508
22.3%
Year-over-Year Change
2012 to 2013
2011 to 2012
$
4,136
22.9% $
3,557
24.5%
Cost of service revenue primarily consists of costs associated with network operations and related personnel, telephony
origination and termination services provided by third party carriers and technology license and royalty expenses.
The increase in cost of service revenue for fiscal 2013 from fiscal 2012 was primarily due to a $2.6 million increase in third
party network service expenses, a $0.8 million increase in payroll and related expenses, a $0.7 million increase in depreciation
expenses, a $0.4 million increase in amortization expense due to intangibles acquired in acquisitions, a $0.1 million increase in
consultant and outside service expenses. The increase in cost of service revenues was partially offset by a $0.3 million
reduction in license and fee expenses, a $0.1 million decrease in expensed computer equipment and furniture and fixtures and a
$0.1 million reduction in other cost of service expenses.
The increase in the cost of service revenue for fiscal 2012 from fiscal 2011 was primarily due to a $1.2 million increase in third
party network service expenses, a $1.1 million increase in payroll and related expenses, a $0.4 million increase in consultant
and outside service expenses, a $0.4 million increase in amortization expense due to intangibles acquired in the acquisitions of
Contactual, Inc. and Zerigo, Inc., a $0.3 million increase in depreciation expenses, a $0.2 million increase in expensed
computer equipment and furniture and fixtures, and a $0.1 million increase in repair and maintenance expenses. The increase in
cost of service revenues was partially offset by a $0.2 million reduction in license and fee expenses and a $0.1 million decrease
in recruiting expenses.
Years Ended March 31,
2012
2013
2011
Cost of product revenue
Percentage of product revenue
$
$
11,801
125.5%
$
9,822
132.4%
8,115
157.1%
(dollar amounts in thousands)
Year-over-Year Change
2012 to 2013
2011 to 2012
$
1,979
20.1% $
1,707
21.0%
The cost of product revenue consists of costs associated with systems, components, system manufacturing, assembly and
testing performed by third party vendors, estimated warranty obligations and direct and indirect costs associated with product
purchasing, scheduling, shipping and handling. We allocate a portion of service revenues to product revenues but these
revenues are less than the cost of the product.
The increase in the cost of product revenue for fiscal 2013 from fiscal 2012 was primarily due to a $1.8 million increase in the
shipment of equipment to our business customers, a $0.1 million increase in warranty expense, and a $0.1 million increase in
freight costs.
34
The increase in the cost of product revenue for fiscal 2012 from fiscal 2011 was primarily due to a $1.8 million increase in the
shipment of equipment to our business customers and a $0.1 million increase in freight costs. The increase in cost of product
revenues was partially offset by a $0.2 million decrease in payroll and related expenses due to reduction in headcount.
RESEARCH AND DEVELOPMENT EXPENSES
Years Ended March 31,
2012
2011
2013
Research and development
Percentage of total revenue
$
(dollar amounts in thousands)
8,147
7.6%
6,745
7.9%
$
$
4,819
6.9%
Year-over-Year Change
2012 to 2013
2011 to 2012
$
1,402
20.8% $
1,926
40.0%
Historically, our research and development expenses have consisted primarily of personnel, system prototype design, and
equipment costs necessary for us to conduct our development and engineering efforts. We expense research and development
costs as they are incurred.
The increase in research and development expenses for fiscal 2013 from fiscal 2012 was primarily attributable to a $1.1 million
increase in payroll and related expenses, a $0.1 million increase in recruiting expenses, and a $0.2 million increase in other
research and development expenses.
The increase in research and development expenses for fiscal 2012 from fiscal 2011 was primarily attributable to a $1.5 million
increase in payroll and related expenses, a $0.3 million increase in consulting and outside service expenses and a $0.1 million
increase in other research and development expenses.
SALES AND MARKETING EXPENSES
Sales and marketing
$
2013
Years Ended March 31,
2012
(dollar amounts in thousands)
37,980
$
$
46,244
2011
31,744
Year-over-Year Change
2012 to 2013
2011 to 2012
$
8,264
21.8% $
6,236
19.6%
Percentage of total revenue
43.0%
44.3%
45.2%
Sales and marketing expenses consist primarily of personnel and related overhead costs for sales, marketing, and customer
service. Such costs also include outsourced customer service call center operations, sales commissions, as well as trade show,
advertising and other marketing and promotional expenses.
The increase in sales and marketing expenses for fiscal 2013 from fiscal 2012 was primarily due to a $6.2 million increase in
payroll and related expenses from an increase in our sales force, a $0.4 million increase in third party sales commissions, $0.3
million increase in sales promotion expenses, a $0.3 million increase in bad debt expense, a $0.2 million increase in
amortization expense due to intangibles acquired in acquisitions, and a $0.9 million net increases in other sales and marketing
expenses.
The increase in sales and marketing expenses for fiscal 2012 from fiscal 2011 was primarily due to a $4.3 million increase in
payroll and related expenses due to an increase in our sales force, a $0.7 million increase in advertising expenses, a $0.5
million increase in sales promotion expenses, a $0.3 million increase in amortization of customer relationship intangible, a $0.2
million increase in temporary personnel, consulting and outside service expenses, a $0.2 million increase in travel and meal
expenses, a $0.2 million increase in tradeshow expenses, a $0.1 million increase in public relation expenses, a $0.1 million
increase in bad debt expense and a $0.1 million increase in credit card processing fees. This increase was partially offset by a
$0.6 million reduction in legal expenses, as fiscal 2011 included a $0.6 million accrual related to the memorandum of
understanding to settle a lawsuit against us in fiscal 2011.
35
GENERAL AND ADMINISTRATIVE EXPENSES
Years Ended March 31,
Year-over-Year Change
General and administrative
Percentage of total revenue
$
2011
2013
2012
(dollar amounts in thousands)
8,619
8.0%
6,012
7.0%
$
$
4,733
6.7%
2012 to 2013
2011 to 2012
$
2,607
43.4% $
1,279
27.0%
General and administrative expenses consist primarily of personnel and related overhead costs for finance, human resources
and general management.
The increase in general and administrative expenses for fiscal 2013 from fiscal 2012 was primarily due to a $1.0 million
increase in payroll and related expenses, a $0.9 million increase in temporary personnel, consulting and outside service
expenses, a $0.2 million increase in sales and use tax expense, a $0.2 million increase in recruiting expense and a $0.3 million
increase in other general and administrative expenses.
The increase in general and administrative expenses for fiscal 2012 from fiscal 2011 was primarily due to a $0.5 million
increase in legal expenses related to patent litigation and merger and acquisitions, a $0.4 million increase in payroll and related
expenses, a $0.2 million increase in temporary personnel, consulting and outside service expenses, a $0.1 million increase in
facility related expenses and a $0.1 million increase in meals, travel and entertainment costs. The increase in general and
administrative expenses was partially offset by $0.1 million reduction in sales, property and franchise taxes due to settlement
and release of outstanding state sales tax audit.
GAIN ON PATENT SALE
2013
Years Ended March 31,
2012
(dollar amounts in thousands)
2011
Year-over-Year Change
2012 to 2013
2011 to 2012
Gain on patent sale
Percentage of total revenue
$ (12,965)
-12.0%
$
$
-
0.0%
-
0.0%
$ (12,965)
N/A
$
-
N/A
In June 2012, we entered into a patent purchase agreement for the sale of a family of United States patents. We recognized a
gain of slightly less than $12.0 million, net of transaction costs, in the first fiscal quarter of 2013 and approximately $1.0
million in the fourth fiscal quarter of 2013 due to the third party purchaser entering into a license agreement with its customer.
The gain on patent sale has been recorded as a reduction of operating expenses in the consolidated statements of income.
INTEREST INCOME (LOSS) AND OTHER, NET
Years Ended March 31,
Year-over-Year Change
2013
2012
(dollar amounts in thousands)
2011
2012 to 2013
2011 to 2012
Interest income (loss) and other, net $
Percentage of total revenue
$
105
0.1%
$
(305)
-0.4%
138
0.2%
$
410
-134.4% $
(443)
-321.0%
This item primarily consisted of capital gains distribution and interest income in fiscal 2013 and 2011. Our interest income
(loss) and other, net, primarily consists of an impairment charge to write down the strategic investment in Stonyfish, Inc. and
interest and investment income earned on our cash, cash equivalents and investment balances in fiscal 2012.
The increase in other income (loss) and other, net for fiscal 2013 from fiscal 2012 consists primarily of an increase in capital
gain distributions due on mutual funds and interest income earned.
36
The decrease in other income (loss) and other, net for fiscal 2012 from fiscal 2011 consists primarily of the impairment charge
due to the write down of our strategic investment of $0.4 million offset by capital gain distributions earned on our mutual funds
and interest income earned on our cash, cash equivalents and investment balances of $0.1 million.
INCOME ON CHANGE IN FAIR VALUE OF WARRANT LIABILITY
Years Ended March 31,
2012
2013
2011
Income on change in fair
value of warrant liability
Percentage of total revenue
(dollar amounts in thousands)
$
$
-
0.0%
$
-
0.0%
167
0.2%
Year-over-Year Change
2012 to 2013
2011 to 2012
$
-
N/A
$
(167)
-100.0%
In connection with the sale of shares of our common stock in fiscal 2005 and 2006, we issued warrants in three different equity
financings. The income on change in fair value of the warrant liability in fiscal 2011 is due to the partial exercise and
expiration of all remaining warrants in the third quarter of fiscal 2011.
PROVISION (BENEFIT) FOR INCOME TAXES
Years Ended March 31,
2012
2013
2011
Year-over-Year Change
2012 to 2013
2011 to 2012
Provision (benefit) for income taxes $
(dollar amounts in thousands)
9,733
$ (62,354)
$
55
$
72,087
-115.6% $ (62,409)
-113470.9%
Percentage of total revenue
9.0%
-72.7%
0.1%
We recorded an income tax provision of $9.7 million in fiscal year 2013 of which $8.7 million related to net income from
operations, including the sale of patent under our patent purchase agreement, and $1.0 million due to an increase in our
valuation allowance. During the fourth quarter of fiscal 2013, we evaluated the need for a valuation allowance against our net
deferred tax asset and determined that an additional $1.0 million was needed for certain net operating loss carryovers that may
expire before utilization. Therefore, we increased the valuation allowance related to the deferred tax asset which resulted in a
debit to the consolidated income statement of approximately $1.0 million.
We recorded an income tax benefit of $62.4 million in fiscal 2012, primarily related to the release of $62.1 million of our
valuation allowance in the fourth quarter of fiscal 2012 and the release of $0.4 million of our valuation allowance due to the
acquisition of Zerigo in the first fiscal quarter of 2012 partially offset by $0.1 million of state income tax expense. During the
fourth quarter of fiscal 2012, we evaluated the need for a valuation allowance against our net deferred tax assets and concluded
that it was more likely than not that we would be able to realize our deferred tax assets with the exception of certain net
operating loss and tax credit carryforwards. Accordingly, in the fourth quarter of fiscal 2012, we released a significant portion
of our valuation allowance related to our net deferred tax assets. The effective tax rate for the fiscal year ended March 31, 2012
differed from the statutory federal income tax rate primarily because we utilized prior net operating losses and available tax
credits when we had a valuation allowance against our deferred tax assets. Therefore, our income tax provision consisted
primarily of minimum and capital state income taxes and foreign income tax.
As of March 31, 2011, we provided a full valuation allowance related to our net deferred tax assets as we believed the objective
and verifiable evidence of our historical pre-tax net losses outweighed the existing positive evidence regarding our ability to
realize our deferred tax assets.
At March 31, 2013, we had net operating loss carryforwards for federal and state income tax purposes of approximately $149.3
million and $95.4 million, respectively, that expire at various dates beginning in 2014 and continuing through 2032. In
addition, at March 31, 2013, we had research and development credit carryforwards for federal and state tax reporting purposes
of approximately $2.4 million and $3.7 million, respectively. The federal credit carryforwards will begin expiring in 2021
continuing through 2033, while the California credit will carry forward indefinitely. Under the ownership change limitations of
the Internal Revenue Code of 1986, as amended, the amount and benefit from the net operating losses and credit carryforwards
may be limited in certain circumstances.
37
At March 31, 2013 and 2012, we had net deferred tax assets before valuation allowances of approximately $55.6 million and
$63.8 million, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2013, we had $52.3 million of cash and cash equivalents and investments. By comparison, at March 31, 2012,
we had $24.4 million in cash and cash equivalents. We currently have no borrowing arrangements. We believe we have
sufficient liquidity to fund operations for the foreseeable future. In addition, we have a shelf registration statement that would
allow us to raise up to $250 million from the sale of new securities of ours. Please refer to Part I, Item 1A, Risk Factors “We
may need to raise additional capital to support our future operations.”
2013 to 2012
Net cash provided by operating activities for fiscal 2013 was $31.8 million, compared with $9.2 million provided by operating
activities for fiscal 2012. The increase in cash provided by operating activities was primarily due to the sale of patent under our
patent purchase agreement ($13.0 million) and use of our deferred tax assets to reduce our cash taxes due ($9.3 million). Cash
provided by operating activities has historically been affected by:
the amount of net income;
sales of subscriptions;
changes in working capital accounts, particularly in deferred revenue due to timing of annual plan renewals;
add-backs of non-cash expense items such as depreciation and amortization; and
the expense associated with stock-based awards.
Net cash used in investing activities was $5.9 million in fiscal 2013, compared with $3.0 million used in investing activities in
fiscal 2012. The increase in cash used in investing activities during fiscal 2013 is primarily related to the purchase of
additional equipment and leasehold improvements related to our new facility ($3.4 million) offset by a reduction in cash used
to purchase businesses in fiscal 2012 ($0.7 million).
Net cash provided by financing activities was $2.0 million in fiscal 2013, compared with net cash used of $0.3 million in
financing activities in fiscal 2012. Our financing activities for fiscal 2013 provided cash of $2.5 million due to issuance of
common stock under our employee stock purchase plan and the issuance of shares related to the exercise of options. The cash
provided by financing activities in fiscal 2013 was partially offset by $0.5 million due to repurchase of restricted shares and
payment of capital leases.
2012 to 2011
Net cash provided by operating activities for fiscal 2012 was $9.2 million, compared with $8.6 million provided by operating
activities for fiscal 2011. Cash used in or provided by operating activities has historically been affected by:
the amount of net income;
sales of subscriptions;
changes in working capital accounts, particularly in deferred revenue due to timing of annual plan renewals;
add-backs of non-cash expense items such as depreciation and amortization; and
the expense associated with stock options and stock-based awards.
Net cash used in investing activities was $3.0 million in fiscal 2012, compared with $5.4 million used in investing activities in
fiscal 2011. The decrease in cash used in investing activities during fiscal 2012 was primarily related to the purchase of
investments in December 2010 ($2.0 million), the acquisition of a strategic investment in Stonyfish in April 2010 ($0.3
million) and a net decrease in cash used in the acquisition of businesses ($0.3 million). The decrease in cash used in investing
activities during fiscal 2012 was partially offset by an increase in the cash used to purchase equipment in fiscal 2012 ($0.2
million).
38
Net cash used in financing activities was $0.3 million in fiscal 2012, compared with $4.8 million used in financing activities in
fiscal 2011. Our financing activities for fiscal 2012 used cash of $2.6 million for the repurchase of shares of common stock
under our share repurchase plan, $0.4 million for the buyout of stock options under the existing provisions of our 1996 Stock
Plan and 1999 Nonstatutory Stock Option Plan and $0.3 million for capital lease payments. The use of cash in financing
activities in fiscal 2012 was partially offset by $3.0 million in cash provided by the issuance of common stock under our
employee stock option plans and employee stock purchase plan, as well as the issuance of restricted shares.
Contractual Obligations
Future operating lease payments, capital lease payments and purchase obligations at March 31, 2013 for the next five years
were as follows (in thousands):
Capital leases
Office leases
Purchase obligations
Third party customer support provider
Third party network service providers
Open purchase orders
$
2014
22
1,578
$
Year Ending March 31,
2016
7
1,674
2015
21
1,625
$
$
2017
-
1,724
$
2018
-
4,698
$
Total
50
11,299
2,158
2,091
48
-
1,579
-
-
52
-
-
-
-
-
-
-
2,158
3,722
48
$
5,897
$
3,225
$
1,733
$
1,724
$
4,698
$
17,277
We lease our headquarters facility in San Jose, California under an operating lease agreement that expires in October 2019. The
lease is an industrial net lease with monthly base rent of $130,821 for the first 15 months with a 3% increase each year
thereafter, and requires us to pay property taxes, utilities and normal maintenance costs.
In the third quarter of 2010, we amended our contract with one of our third party customer support vendors containing a
minimum monthly commitment of approximately $430,000. The agreement requires a 150-day notice to terminate. At March
31, 2013, the total remaining obligation under the contract was $2.2 million.
We entered into contracts with multiple vendors for third party network service providers which expire on various dates in
fiscal 2014 through 2016. At March 31, 2013, the total remaining obligations under these contracts were $3.7 million.
At March 31, 2013, we had open purchase orders of $48,000, primarily related to inventory purchases from our contract
manufacturers. These purchase commitments are reflected in our consolidated financial statements once goods or services
have been received or at such time when we are obligated to make payments related to these goods or services.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of our investment activities is to preserve principal while maximizing income without significantly
increasing risk. Some of the securities in which we invest may be subject to market risk. This means that a change in prevailing
interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk, we may maintain our
portfolio of cash equivalents and investments in a variety of securities, including commercial paper, money market funds, debt
securities and certificates of deposit. The risk associated with fluctuating interest rates is limited to our investment portfolio
and we do not believe that a 10% change in interest rates would have a significant impact on our interest income.
During the years ended March 31, 2013 and 2012, we did not have any outstanding debt instruments other than equipment
under capital leases and, therefore, we were not exposed to market risk relating to interest rates.
39
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at March 31, 2013 and 2012
Consolidated Statements of Income for each of the three years in the period ended March 31, 2013
Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, 2013
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended March 31, 2013
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2013
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULE:
Consolidated Quarterly Financial Data
Page
41
42
43
44
45
46
47
70
40
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
8x8, Inc.
We have audited the accompanying consolidated balance sheets of 8x8, Inc. (the Company), as of March 31, 2013 and 2012,
and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the
three years in the period ended March 31, 2013. We also have audited the Company’s internal control over financial reporting
as of March 31, 2013, based on criteria established in Internal Control - Integrated Framework by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these consolidated
financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting included in management’s report on internal control over financial
reporting, appearing under Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and
an opinion on the Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement and whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also include performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
financial position of 8x8, Inc., as of March, 31, 2013 and 2012, and the consolidated results of its operations and its cash flows
for each of the three years in the period ended March 31, 2013, in conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, 8x8, Inc., maintained, in all material respects, effective internal control over
financial reporting as of March 31, 2013, based on criteria established in Internal Control - Integrated Framework by the
Committee of Sponsoring Organizations of the Treadway Commission.
/s/ Moss Adams LLP
San Francisco, California
May 28, 2013
41
8X8, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
March 31,
2013
2012
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventory
Deferred cost of goods sold
Deferred tax asset
Other current assets
Total current assets
Property and equipment, net
Intangible assets, net
Goodwill
Non-current deferred tax asset
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued compensation
Accrued warranty
Accrued taxes
Deferred revenue
Other accrued liabilities
Total current liabilities
Non-current liabilities
Total liabilities
$
$
$
Commitments and contingencies (Note 4)
Stockholders' equity:
Preferred stock, $0.001 par value:
Authorized: 5,000,000 shares;
Issued and outstanding: no shares at March 31, 2013 and 2012
Common stock, $0.001 par value:
Authorized: 200,000,000 shares;
Issued and outstanding: 72,108,980 shares and 70,679,493 shares
at March 31, 2013 and 2012, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
$
50,305
1,964
3,880
511
182
6,096
732
63,670
6,673
10,194
25,150
46,352
572
152,611
5,644
3,629
452
1,912
1,236
862
13,735
1,843
15,578
22,426
1,942
2,279
581
122
7,730
806
35,886
3,820
11,622
25,150
53,977
278
130,733
5,476
3,105
387
1,472
891
884
12,215
68
12,283
-
-
72
246,176
(36)
(109,179)
137,033
152,611
$
71
241,555
(58)
(123,118)
118,450
130,733
The accompanying notes are an integral part of these consolidated financial statements.
42
8X8, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Years Ended March 31,
2013
2012
2011
$
98,212
$
Service revenue
Product revenue
Total revenue
Operating expenses:
Cost of service revenue
Cost of product revenue
Research and development
Sales and marketing
General and administrative
Gain on patent sale
Total operating expenses
Income from operations
Other income (loss), net
Income on change in fair value of warrant liability
Income before provision (benefit) for income taxes
Provision (benefit) for income taxes
Net income
Net income per share:
Basic
Diluted
Weighted average number of shares:
Basic
Diluted
$
$
$
9,402
107,614
22,201
11,801
8,147
46,244
8,619
(12,965)
84,047
23,567
105
-
23,672
9,733
13,939
0.20
0.19
71,390
74,700
$
$
$
$
78,382
7,421
85,803
18,065
9,822
6,745
37,980
6,012
-
78,624
7,179
(305)
-
6,874
(62,354)
69,228
1.04
0.99
66,413
70,149
$
$
$
64,998
5,165
70,163
14,508
8,115
4,819
31,744
4,733
-
63,919
6,244
138
167
6,549
55
6,494
0.10
0.10
63,087
65,873
The accompanying notes are an integral part of these consolidated financial statements.
43
8X8, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
Net income
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on investments in securities
Comprehensive income
Years Ended March 31,
2013
13,939
22
13,961
$
$
2012
69,228
15
69,243
$
$
2011
6,494
(73)
6,421
$
$
The accompanying notes are an integral part of these consolidated financial statements.
44
8X8, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARES)
Accumulated
Additional
Other
Common Stock
Shares
Amount
Paid-in
Capital
Comprehensive
Accumulated
Income (Loss)
Deficit
Total
63,172,536
$
63
$
212,077
$
Repurchase of common stock
(3,588,609)
(3)
Balance at March 31, 2010
Issuance of common stock under
stock plans
Issuance of common stock on
exercise of warrant
Issuance of common stock for
acquisition of Central Host, Inc.
Issuance of restricted common stock
Buyback of employee stock options
Stock compensation charge
Unrealized investment loss
Net income
Balance at March 31, 2011
Issuance of common stock under
stock plans
Issuance of common stock for
acquisition of businesses, net
of issuance costs
Repurchase of common stock
Buyback of employee stock options
and stock purchase rights
Stock compensation charge
Unrealized investment gain
Net income
Balance at March 31, 2012
Issuance of common stock under
stock plans
Cost of issuance of common stock
Repurchase of common stock
Stock compensation charge
Income tax benefit from stock-
based compensation
Unrealized investment gain
Net income
Balance at March 31, 2013
62,379,030
62
208,218
2,272
880
600
278
(7,808)
(539)
458
-
-
3,050
31,565
(2,400)
(384)
1,506
-
-
241,555
2,400
(43)
(419)
2,634
1,869,546
293,281
432,276
200,000
2
-
-
-
-
-
-
-
-
-
-
-
2,261,724
6,692,569
(653,830)
-
-
-
-
70,679,493
1,503,238
-
(73,751)
-
-
-
-
72,108,980
$
2
7
-
-
-
-
-
71
1
-
-
-
-
-
-
72
-
-
-
-
-
-
-
-
(73)
-
(73)
-
-
-
-
-
15
-
(58)
-
-
-
-
$
(198,840)
$
13,300
-
-
-
-
-
-
-
-
6,494
(192,346)
-
-
-
-
-
-
69,228
(123,118)
-
-
-
-
2,274
880
600
278
(7,811)
(539)
458
(73)
6,494
15,861
3,052
31,572
(2,400)
(384)
1,506
15
69,228
118,450
2,401
(43)
(419)
2,634
49
-
-
246,176
$
$
-
22
-
(36)
$
-
-
13,939
(109,179)
$
49
22
13,939
137,033
The accompanying notes are an integral part of these consolidated financial statements.
45
8X8, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation
Amortization
Stock-based compensation expense
Tax benefit from stock-based compensation
Change in fair value of warrant liability
Deferred income tax expense (benefit)
Other
Changes in assets and liabilities:
Accounts receivable
Inventory
Other current and noncurrent assets
Deferred cost of goods sold
Accounts payable
Accrued compensation
Accrued warranty
Accrued taxes
Deferred revenue
Other current and noncurrent liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Acquisitions of property and equipment
Cost of capitalized software
Restricted cash decrease
Purchase of investments
Purchase of strategic investment
Acquisition of businesses, net of cash acquired
Proceeds from the sale of property and equipment
Net cash used in investing activities
Cash flows from financing activities:
Capital lease payments
Repurchase of common stock
Buyback of employee stock options and stock purchase rights
Proceeds from exercise of warrants
Tax benefit from stock-based compensation
Proceeds from (cost of) issuance of common stock, net
Proceeds from issuance of common stock under employee stock plans
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental and non-cash disclosures:
Issuance of common stock in connection with acquisitions of businesses
Fair value of options assumed in connection with acquisitions of businesses
Acquisition of property and equipment, net in connection with
acquisitions of businesses
Acquisition of capital lease in connection with acquisitions of businesses
Transfer of net assets in purchase of strategic investment
Assets acquired under capital lease
Interest paid
Income taxes paid
2013
Years Ended March 31,
2012
2011
$
13,939
$
69,228
$
6,494
2,523
1,428
2,634
(49)
-
9,308
616
(2,171)
27
(30)
(60)
410
524
65
440
345
1,839
31,788
(5,678)
(190)
-
-
-
-
-
(5,868)
(86)
(419)
-
-
49
(43)
2,458
1,959
27,879
22,426
50,305
-
-
-
-
-
-
8
415
$
$
1,535
788
1,506
-
-
(62,422)
561
(1,059)
1,535
489
1
(1,214)
128
25
(356)
(197)
(1,337)
9,211
(2,300)
-
28
-
-
(713)
-
(2,985)
(275)
(2,550)
(384)
-
-
(60)
2,995
(274)
5,952
16,474
22,426
31,358
274
364
317
-
45
5
94
$
$
1,235
94
458
-
(167)
-
84
(358)
29
75
(16)
916
278
31
24
(475)
(113)
8,589
(2,057)
-
-
(2,000)
(315)
(998)
6
(5,364)
(38)
(7,662)
(539)
880
-
278
2,274
(4,807)
(1,582)
18,056
16,474
600
-
80
-
41
-
10
6
$
$
The accompanying notes are an integral part of these consolidated financial statements.
46
8X8, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
8x8, Inc. (“8x8” or the “Company”) develops and markets telecommunications services for Internet protocol, or IP, telephony
and video applications as well as web-based conferencing and unified communications services. The Company was
incorporated in California in February 1987 and was reincorporated in Delaware in December 1996.
The Company offers the 8x8 Virtual Office hosted PBX service, 8x8 Virtual Contact Center service, 8x8 Virtual Office Pro
unified communications solution and 8x8 Cloud-Based Computing solutions. Between November 2002 and April 2009, the
Company marketed its services under the Packet8 brand. In May 2009, the Company began marketing its services under the
8x8 brand. As of March 31, 2013, the Company had more than 32,500 business customers. Each business customer subscribes
to a number of various lines and services (e.g. physical phone extensions, contact center seats, virtual extensions, fax lines, toll
free numbers, receptionist software, unified communications services, etc.).
The Company’s fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in these notes to the
consolidated financial statements refers to the fiscal year ended March 31 of the calendar year indicated (for example, fiscal
2013 refers to the fiscal year ended March 31, 2013).
RECLASSIFICATION
Certain amounts previously reported within the Company’s consolidated statements of income have been reclassified to
conform to the current period presentation. The reclassification includes:
Reclassifying expenses related to the Company’s sales, customer service and marketing activities, which were previously
included in “sales, general and administrative” expenses, to “sales and marketing.”
The reclassification had no impact on the Company’s previously reported income from continuing operations, net income or
basic or diluted income per share amounts.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of 8x8 and its subsidiaries. All material intercompany accounts and
transactions have been eliminated.
USE OF ESTIMATES
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and
equity and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to,
those related to bad debts, returns reserve for expected cancellations, valuation of inventories, income and sales tax, and
litigation and other contingencies. The Company bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those
estimates under different assumptions or conditions.
REVENUE RECOGNITION
VoIP service and product revenue
The Company’s VoIP service and product revenue is derived from the sale of IP business telephones and VoIP service.
47
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-25 requires that revenue
arrangements with multiple deliverables be divided into separate units of accounting if the deliverables in the arrangement
meet specific criteria. In addition, arrangement consideration must be allocated among the separate units of accounting based
on their relative fair values, with certain limitations. The provisioning of the 8x8 service with the accompanying 8x8 IP
telephone constitutes a revenue arrangement with multiple deliverables. In accordance with the guidance of ASC 605-25, the
Company allocates 8x8 revenues, including activation fees, between the 8x8 IP telephones and subscriber services based on the
fair value determined by their relative selling prices. Revenues allocated to these devices are recognized as product revenues
during the period of the sale less the allowance for estimated returns during the 30-day trial period. All other revenues are
recognized as license and service revenues when the related services are provided. The Company records revenue net of any
sales-related taxes that are billed to its customers. The Company believes this approach results in financial statements that are
more easily understood by users.
Under the terms of the Company’s typical subscription agreement, new customers can terminate their service within 30 days of
order placement and receive a full refund of fees previously paid. The Company has determined that it has sufficient history of
subscriber conduct to make a reasonable estimate of cancellations within the 30-day trial period. Therefore, the Company
recognizes new subscriber revenue in the month in which the new order was shipped, net of an allowance for expected
cancellations.
Product revenue
The Company recognizes revenue from product sales for which there are no related services to be rendered upon shipment to
partners and end users provided that persuasive evidence of an arrangement exists, the price is fixed, title has transferred,
collection of resulting receivables is reasonably assured, there are no customer acceptance requirements, and there are no
remaining significant obligations. Gross outbound shipping and handling charges are recorded as revenue, and the related
costs are included in cost of goods sold. Reserves for returns and allowances for partner and end user sales are recorded at the
time of shipment. In accordance with the ASC 985-605, the Company records shipments to distributors, retailers, and resellers,
where the right of return exists, as deferred revenue. The Company defers recognition of revenue on sales to distributors,
retailers, and resellers until products are resold to the end user.
License and related revenue
During fiscal 2013, 2012 and 2011, revenues from software and technology licensing and related arrangements were limited.
The Company recognizes revenue from license contracts when a non-cancelable, non-contingent license agreement has been
signed, the software product has been delivered, no uncertainties surrounding product acceptance exist, fees from the
agreement are fixed or determinable, and collection is probable. The Company uses the relative selling price method to
recognize revenue when a license agreement includes one or more elements to be delivered at a future date if evidence of the
relative selling price of all undelivered elements exists. The relative selling price method allocates any discount in the
arrangement proportionately to each deliverable on the basis of each deliverable’s selling price. If evidence of the relative
selling price of the undelivered elements does not exist, revenue is deferred and recognized when delivery occurs. When the
Company enters into a license agreement requiring that the Company provide significant customization of the software
products, the license and consulting revenue is recognized using contract accounting. Revenue from maintenance agreements is
recognized ratably over the term of the maintenance agreement, which in most instances is one year. The Company recognizes
royalties upon notification of sale by its licensees. Revenue from consulting, training, and development services is recognized
as the services are performed.
DEFERRED COST OF GOODS SOLD
Deferred cost of goods sold represents the cost of products sold for which the end customer or distributor has a right of return.
The cost of the products sold is recognized contemporaneously with the recognition of revenue, when the subscriber has
accepted the service.
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Management determines the appropriate categorization of its investments at the time of purchase and reevaluates the
classification at each reporting date. The cost of the Company's investments is determined based upon specific identification.
48
The Company’s investments are comprised of money market and mutual funds. At March 31, 2013 and 2012, all investments
were classified as available-for-sale and reported at fair value, based upon quoted market prices, with unrealized gains and
losses, net of related tax, if any, included in other comprehensive loss and disclosed as a separate component of consolidated
stockholders’ equity. Realized gains and losses on sales of all such investments are reported within the caption of other
income, net in the consolidated statements of operations and computed using the specific identification method. The
Company’s investments in marketable securities are monitored on a periodic basis for impairment. In the event that the
carrying value of an investment exceeds its fair value and the decline in value is determined to be other-than-temporary, an
impairment charge is recorded and a new cost basis for the investment is established.
Available-for-sale investments are presented as short-term investments in the balance sheet and were (in thousands):
As of March 31, 2013
Mutual Funds
Total available-for-sale investments
Included in:
Short-term investments
Total
As of March 31, 2012
Mutual Funds
Total available-for-sale investments
Included in:
Short-term investments
Total
Gross
Amortized
Unrealized
Costs
Loss
Estimated
Fair Value
$
$
2,000
2,000
$
$
(36)
(36)
$
$
1,964
1,964
1,964
1,964
$
Gross
Amortized
Unrealized
Costs
Loss
Estimated
Fair Value
$
$
2,000
2,000
$
$
(58)
(58)
$
$
1,942
1,942
1,942
1,942
$
ACCOUNTS RECEIVABLE ALLOWANCE
The Company estimates the amount of uncollectible accounts receivable at the end of each reporting period based on the aging
of the receivable balance, current and historical customer trends, and communications with its customers. Amounts are written
off only after considerable collection efforts have been made and the amounts are determined to be uncollectible. The
allowance for doubtful accounts was $328,000 and $140,000 at March 31, 2013 and 2012, respectively.
49
INVENTORY
Inventory is stated at the lower of standard cost, which approximates actual cost using the first-in, first-out method, or market.
Any write-down of inventory to the lower of cost or market at the close of a fiscal period creates a new cost basis that
subsequently would not be marked up based on changes in underlying facts and circumstances. On an on-going basis, the
Company evaluates inventory for obsolescence and slow-moving items. This evaluation includes analysis of sales levels, sales
projections, and purchases by item, as well as raw material usage related to the Company’s manufacturing facilities. If the
Company’s review indicates a reduction in utility below carrying value, it reduces inventory to a new cost basis. If future
demand or market conditions are different than the Company’s current estimates, an inventory adjustment may be required, and
would be reflected in cost of goods sold in the period the revision is made. Inventory was comprised of the following:
Work-in-process
Finished goods
March 31,
2013
2012
(in thousands)
23
$
488
511
$
55
526
581
$
$
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are
computed using the straight-line method. Estimated useful lives of three years are used for equipment and software and five
years for furniture and fixtures. Amortization of leasehold improvements is computed using the shorter of the remaining
facility lease term or the estimated useful life of the improvements. Property and equipment was comprised of the following:
Machinery and computer equipment
Furniture and fixtures
Licensed software
Construction in process
Leasehold improvements
Less: accumulated depreciation and amortization
March 31,
2013
2012
$
(in thousands)
$
9,097
447
2,136
-
3,343
15,023
(8,350)
$
6,673
$
8,211
252
1,992
90
263
10,808
(6,988)
3,820
Maintenance, repairs and ordinary replacements are charged to expense. Expenditures for improvements that extend the
physical or economic life of the property are capitalized. Gains or losses on the disposition of property and equipment are
recorded in the income from operations.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and intangible assets with indefinite useful lives are not amortized. Goodwill represents the excess fair value of
consideration transferred over the fair value of net assets acquired in business combinations. The carrying value of goodwill
and indefinite lived intangible assets are not amortized, but are annually tested for impairment and more often if there is an
indicator of impairment.
Intangible assets with finite useful lives are amortized on a straight-line basis over the periods benefited. The Company reviews
the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of
the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company's ability to
recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without
interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss
is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires
management to estimate future cash flows and the fair value of long-lived assets.
50
Amortization expense for the customer relationship intangible asset is included in selling, general and administrative expenses.
Amortization expense for technology is included in cost of service revenue. The carrying values of intangible assets were as
follows (in thousands):
Gross
Carrying
Amount
8,242
3,305
957
March 31, 2013
March 31, 2012
Accumulated
Net Carrying
Amortization
Amount
Gross
Carrying
Amount
Accumulated
Net Carrying
Amortization
Amount
$
(1,256)
$
6,986
$
8,242
$
(432)
$
(1,054)
-
2,251
957
3,305
957
(450)
-
7,810
2,855
957
12,504
$
(2,310)
$
10,194
$
12,504
$
(882)
$
11,622
Technology
Customer relationships
Trade names/domains
Total acquired identifiable
intangible assets
$
$
At March 31, 2013, annual amortization of intangible assets, based upon our existing intangible assets and current useful lives,
is estimated to be the following (in thousands):
2014
2015
2016
2017
2018
Thereafter
Total
WARRANTY EXPENSE
Amount
1,334
1,325
1,325
1,318
1,070
2,865
9,237
$
$
The Company accrues for estimated product warranty cost upon revenue recognition. Accruals for product warranties are
calculated based on the Company’s historical warranty experience adjusted for any specific requirements.
WARRANT LIABILITY
The Company accounts for issued warrants in accordance with ASC 480-10 which requires warrants to be classified as
permanent equity, temporary equity or as assets or liabilities. The Company previously had two outstanding warrants that were
classified as liabilities. Both of these warrants expired on December 19, 2010.
RESEARCH, DEVELOPMENT AND SOFTWARE COSTS
The Company accounts for software to be sold or otherwise marketed in accordance with ASC 985-20, Costs of Software to be
Sold, Leased or Marketed (“ASC 985-20”) which requires capitalization of certain software development costs subsequent to
the establishment of technological feasibility. The Company defines establishment of technological feasibility as the
completion of a working model. Software development costs for software to be sold or otherwise marketed incurred prior to the
establishment of technological feasibility are included in research and development and are expensed as incurred. Software
development costs incurred subsequent to the establishment of technological feasibility through the period of general market
availability of the product are capitalized, if material.
At March 31, 2013, the Company capitalized $0.2 million of software development costs in accordance with ASC 985-20. At
March 31, 2013, there were no accumulated amortization costs related to capitalized software. Prior to March 31, 2012, costs
incurred by the Company between the completion of the working model and the point at which the product is ready for general
release have been insignificant. Accordingly, all software development costs for software to be sold or otherwise marketed
incurred prior to March 31, 2012 have been expensed as incurred.
51
The Company accounts for computer software developed or obtained for internal use in accordance with ASC 350-40, Internal
Use Software (“ASC 350-40”), which requires capitalization of certain software development costs incurred during the
application development stage. No such costs were capitalized during the periods presented.
ADVERTISING COSTS
Advertising costs are expensed as incurred and were $6.5 million, $6.6 million and $5.9 million for the years ended March 31,
2013, 2012 and 2011, respectively.
SUBSCRIBER ACQUISITION COSTS
Subscriber acquisition costs are expensed as incurred and include the advertising, marketing, promotions, commissions, rebates
and equipment subsidy costs associated with the Company’s efforts to acquire new subscribers.
INCOME TAXES
Income taxes are accounted for using the asset and liability approach. Under the asset and liability approach, a current tax
liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current year. A deferred tax
liability or asset is recognized for the estimated future tax effects attributed to temporary differences and carryforwards. If
necessary, the deferred tax assets are reduced by the amount of benefits that, based on available evidence, it is more likely than
not expected to be realized.
CONCENTRATIONS
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of
cash and cash equivalents, investments and trade accounts receivable. The Company has cash equivalents and investment
policies that limit the amount of credit exposure to any one financial institution and restrict placement of these funds to
financial institutions evaluated as highly credit-worthy. The Company has not experienced any material losses relating to its
investment instruments.
The Company sells its products to business customers and distributors. The Company performs ongoing credit evaluations of
its customers' financial condition and generally does not require collateral from its customers. For the years ended March 31,
2013 and 2012, the Company wrote-off accounts receivables for approximately $0.5 million and $0.2 million, respectively.
For the year ended March 31, 2011, the Company experienced minimal write-offs for bad debts and doubtful accounts. At
March 31, 2013 and 2012, no customer accounted for more than 10% of accounts receivable.
The Company outsources the manufacturing of its hardware products to independent contract manufacturers. The inability of
any contract manufacturer to fulfill supply requirements of the Company could materially impact future operating results,
financial position or cash flows. If any of these contract manufacturers fail to perform on their obligations to the Company,
such failure to fulfill supply requirements of the Company could materially impact future operating results, financial position
and cash flows.
The Company also relies primarily on third party network service providers to provide telephone numbers and PSTN call
termination and origination services for its customers. If these service providers failed to perform their obligations to the
Company, such failure could materially impact future operating results, financial position and cash flows.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments is determined by the Company using available market information and
valuation methodologies considered to be appropriate. The carrying amounts of the Company's cash and cash equivalents,
accounts receivable and accounts payable approximate their fair values due to their short maturities. The Company’s
investments are carried at fair value.
52
ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company accounts for its employee stock options, stock purchase rights and restricted stock units granted under the 1996
Stock Plan, 1996 Director Option Plan, 1999 Nonstatutory Stock Option Plan, the 2006 Stock Plan, the 2003 Contactual Plan,
2012 Equity Incentive Plan and stock purchase rights under the 1996 Employee Stock Purchase Plan (collectively “Equity
Compensation Plans”) under the provisions of ASC 718 – Stock Compensation. Under the provisions of ASC 718, share-based
compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as an
expense over the employee’s requisite service period (generally the vesting period of the equity grant), net of estimated
forfeitures.
To value option grants and stock purchase rights under the Equity Compensation Plans for stock-based compensation the
Company used the Black-Scholes option valuation model. Fair value determined using the Black-Scholes option valuation
model varies based on assumptions used for the expected stock prices volatility, expected life, risk free interest rates and future
dividend payments. For fiscal years 2013, 2012 and 2011, the Company used the historical volatility of the Company’s stock
over a period equal to the expected life of the options to their fair value. The expected life assumptions represent the weighted-
average period stock-based awards are expecting to remain outstanding. These expected life assumptions are established
through the review of historical exercise behavior of stock-based award grants with similar vesting periods. The risk free
interest is based on the closing market bid yields on actively traded U.S. treasury securities in the over-the-counter market for
the expected term equal to the expected term of the option. The dividend yield assumption is based on the Company’s history
and expectation of future dividend payout.
Stock-based compensation expense recognized in the Consolidated Statements of Operations for fiscal 2013, 2012 and 2011,
was measured based on ASC 718 criteria. Compensation expense for all share-based payment awards are recognized using the
straight-line single-option method and includes the impact of estimated forfeitures. ASC 718 requires forfeitures to be
estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The following table summarizes stock-based compensation expense (in thousands):
Cost of service revenue
Cost of product revenue
Research and development
Sales and marketing
General and administrative
Total stock-based compensation expense
related to employee stock options
and employee stock purchases, pre-tax
Tax benefit
Stock based compensation expense related to
employee stock options and employee
stock purchases, net of tax
COMPREHENSIVE INCOME
2013
Years Ended March 31,
2012
2011
$
$
211
-
428
1,363
632
2,634
-
$
129
-
260
859
258
1,506
-
$
2,634
$
1,506
$
50
-
111
192
105
458
-
458
Comprehensive income, as defined, includes all changes in equity (net assets) during a period from non-owner sources. The
difference between net income and comprehensive income is due to unrealized gains or losses on investments classified as
available-for-sale. Comprehensive income is reflected in the consolidated statements of comprehensive income.
NET INCOME PER SHARE
Basic net income per share is computed by dividing net income available to common stockholders (numerator) by the weighted
average number of vested, unrestricted common shares outstanding during the period (denominator). Diluted net income per
share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential
53
common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include
outstanding stock options and employee restricted purchase rights.
Numerator:
Net income available to common stockholders
$
13,939
$
69,228
$
6,494
2013
Years Ended March 31,
2012
2011
(In Thousands, Except Per Share Amounts)
Denominator:
Common shares
Denominator for basic calculation
Employee stock options
Employee restricted purchase rights
Denominator for diluted calculation
Net income per share
Basic
Diluted
71,390
71,390
2,958
352
74,700
66,413
66,413
3,327
409
70,149
$
$
0.20
0.19
$
$
1.04
0.99
$
$
63,087
63,087
2,564
222
65,873
0.10
0.10
The following shares attributable to outstanding stock options, restricted purchase rights and warrants were excluded from the
calculation of diluted earnings per share because their inclusion would have been antidilutive (in thousands):
Common stock options
Stock purchase rights
2013
Years Ended March 31,
2012
2011
953
16
969
435
73
508
1,093
33
1,126
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified
Out of Accumulated Other Comprehensive Income." Under ASU 2013-02, the guidance requires that an entity report the effect
of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the
amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its
entirety to net income. ASU 2013-02 is effective for all entities that issue financial statements presented in conformity with
U.S. GAAP and that report items of other comprehensive income prospectively for reporting periods beginning after December
15, 2012. The Company does not believe that the adoption of ASU 2013-02 will have a material impact on the Company's
consolidated results of operation and financial condition.
DEFERRED RENT
In April 2012, the Company entered into an 87-month lease agreement for its new headquarters. Under the terms of the lease
agreement:
the Company received a three month rent holiday from rental payments;
base rent is $130,821 for the 15 months after the rent holiday; and
rent expense increases 3% each year thereafter.
54
The Company also received a $1.7 million allowance for tenant improvements. In accordance with the guidance in ASC 840-
20, Leases, the Company accounts for its headquarters facility operating lease as follows:
Rent Holidays. The Company recognizes the related rent expense on a straight-line basis at the earlier of the first rent payment
or the date of possession of the leased property. The difference between the amounts charged to expense and the rent paid is
recorded as deferred lease incentives and amortized over the lease term.
Rent Escalations. The Company recognizes escalating rent provisions on a straight-line basis over the lease term. The
difference between the amounts charged to expense and the rent paid is recorded as deferred lease incentives and amortized
over the lease term.
Tenant Improvement Allowance. The tenant improvement allowance is deferred and amortized on a straight-line basis over the
life of the lease as a reduction to rent expense.
In the second quarter of fiscal 2013, the Company received a $1.7 million allowance for reimbursement for the cost of tenant
improvements that the Company included in cash flows from operating activities. At March 31, 2013, total deferred rent
included in other accrued liabilities and non-current liabilities was $0.2 million and $1.8 million, respectively. At March 31,
2012, total deferred rent included in other accrued liabilities and non-current liabilities was less than $0.1 million and $0,
respectively.
2. INCOME TAXES
For the years ended March 31, 2013, 2012 and 2011, the Company recorded a provision (benefit) for income taxes of
$9,733,000, ($62,354,000) and $55,000, respectively. The provision for the year ended March 31, 2013 was attributable to
federal and state current and deferred taxes. For the year ended March 31, 2012, the Company recorded a benefit for income
taxes of $62.4 million which was primarily attributable to the release of a significant portion of the valuation allowance related
to the Company’s deferred tax assets. The provision for the year ended March 31, 2011 was attributable to foreign and state
current tax. The components of the consolidated provision for income taxes for fiscal 2013, 2012 and 2011 consisted of the
following (in thousands):
Current:
Federal
State
Foreign
Deferred
Federal
State
Foreign
Total deferred tax provision (benefit)
Income tax provision (benefit)
2013
March 31,
2012
2011
$
$
$
-
473
-
473
7,465
1,795
-
9,260
9,733
$
$
$
$
$
-
76
(8)
68
(56,665)
(5,757)
-
(62,422)
(62,354)
$
-
53
2
55
-
-
-
-
55
The Company's income before income taxes included $0, $0 and $3,000 of foreign subsidiary income for the fiscal years ended
March 31, 2013, 2012 and 2011, respectively.
55
Deferred tax assets were comprised of the following (in thousands):
Current deferred tax assets
Net operating loss carryforwards
Inventory valuation
Reserves and allowances
Net current deferred tax assets
Net operating loss carryforwards
Research and development and other credit carryforwards
Fixed assets and intangibles
Net non-current deferred tax assets
Valuation allowance
Total
March 31,
2013
2012
$
$
4,795
18
2,182
6,995
48,002
3,026
(2,468)
48,560
(3,107)
$
52,448
$
6,518
45
1,167
7,730
54,783
2,436
(1,172)
56,047
(2,070)
61,707
As of March 31, 2013 and 2012, management assessed the realizability of deferred tax assets based on the available evidence,
including a history of taxable income and estimates of future taxable income. At March 31, 2012, management determined that
it was more likely than not that the deferred tax assets would be realized with respect to most federal and state deferred tax
assets, except for certain net operating loss and tax credit carryforwards. As a result a tax benefit of approximately $62.1
million was recorded. At March 31, 2013, management evaluated the need for a valuation allowance and determined that that
an additional valuation allowance of approximately $1.0 million was needed. The net change in the valuation allowance for
the years ended March 31, 2013 and 2012 was an increase of $1.0 million and a decrease of $65.0 million, respectively.
The Company’s state income taxes payable have been reduced by the tax benefits associated with employee stock option
transactions. These benefits, credited directly to stockholders’ equity, amounted to $49,000 for the year ended March 31, 2013
and $0 for the year ended March 31, 2012.
At March 31, 2013, the Company had net operating loss carryforwards for federal and state income tax purposes of
approximately $149.3 million and $95.4 million, respectively, which expire at various dates beginning in 2014 and continuing
through 2032. The net operating loss carryforwards include approximately $6.7 million resulting from employee exercises of
non-qualified stock options or disqualifying dispositions, the tax benefits of which, when realized, will be accounted for as an
addition to additional paid-in capital rather than as a reduction of the provision for income taxes. In addition, at March 31,
2013, the Company had research and development credit carryforwards for federal and state tax reporting purposes of
approximately $2.4 million and $3.7 million, respectively. The federal credit carryforwards will expire at various dates
beginning in 2021 and continuing through 2033, while the California credits will carry forward indefinitely. A reconciliation
of the tax provision to the amounts computed using the statutory U.S. federal income tax rate of 34% is as follows (in
thousands):
Tax provision at statutory rate
State income taxes before valuation allowance,
net of federal effect
Research and development credits
Change in valuation allowance
Loss from change in fair value of warrant liability
Compensation/option differences
Non-deductible compensation
Other
2013
Years Ended March 31,
2012
2011
$
8,048
$
2,337
$
2,226
846
(385)
1,038
-
(207)
403
(10)
408
(211)
(65,042)
-
(87)
220
21
$
9,733
$
(62,354)
$
372
(128)
(2,147)
(57)
(291)
75
5
55
56
The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be
sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured
based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. A reconciliation
of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Unrecognized Tax Benefits
2013
2012
2011
Balance at beginning of year
$
2,483
$
1,726
$
Gross increases - tax position in prior period
Gross decreases - tax position in prior period
Gross increases - tax positions related to the current year
Settlements
Lapse of statue of limitations
Balance at end of year
73
-
468
-
-
111
-
646
-
-
1,743
-
(157)
140
-
-
$
3,024
$
2,483
$
1,726
At March 31, 2013, the company had a liability for unrecognized tax benefits of $3.0 million, all of which, if recognized,
would affect the company’s effective tax rate. The Company does not expect its unrecognized tax benefits to change
significantly over the next 12 months.
The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. The
Company has not been under examination by income tax authorities in federal, state or other foreign jurisdictions. The 1995
through fiscal 2013 tax years generally remain subject to examination by federal and most state tax authorities.
The Company's policy for recording interest and penalties associated with tax examinations is to record such items as a
component of operating expense income before taxes. During the fiscal year ended March 31, 2013, 2012 and 2011, the
Company did not recognize any interest or penalties related to unrecognized tax benefits.
Utilization of the Company’s net operating loss and tax credit carryforwards can become subject to a substantial annual
limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state
provisions. Such an annual limitation could result in the expiration or elimination of the net operating loss and tax credit
carryforwards before utilization. The Company has performed an analysis of its changes in ownership under Section 382 of the
Internal Revenue Code. Management currently believes that the Section 382 limitation will not limit utilization of the
carryforwards prior to their expiration, with the exception of certain acquired loss and tax credit carryforwards of Contactual,
Inc.
3. FAIR VALUE MEASUREMENT
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities
required or permitted to be recorded at fair value, the Company considers the principal market or the most advantageous
market in which it would transact.
The accounting guidance for fair value measurement requires the Company to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions
market participants would use in valuing the asset or liability and are developed based on market data obtained from sources
independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that
market participants would use in valuing the asset or liability developed based on the best information available in the
circumstances.
57
The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs
used to measure fair value by requiring that the most observable inputs be used when available. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value
measurement. The fair value hierarchy is as follows:
(cid:127)(cid:1)(cid:1) Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or
liabilities that the Company has the ability to access at the measurement date.
(cid:127)(cid:1)(cid:1) Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets).
(cid:127)(cid:1)(cid:1) Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more
significant inputs are unobservable, including the Company’s own assumptions.
The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring
basis at March 31, 2013 and 2012 (in thousands):
Quoted Prices
in Active
Markets
Other
Significant
for Identical
Observable
Unobservable
Assets
(Level 1)
Inputs
(Level 2)
Inputs
(Level 3)
Balance at
March 31,
2013
Cash equivalents:
Money market funds
Short-term investments:
Mutual funds
Total
$
$
14,376
$
1,964
16,340
$
Quoted Prices
in Active
Markets
-
-
-
$
$
-
-
-
Other
Significant
for Identical
Observable
Unobservable
Assets
(Level 1)
Inputs
(Level 2)
Inputs
(Level 3)
Cash equivalents:
Money market funds
$
14,366
$
Short-term investments:
Mutual funds
1,942
Total
$
16,308
$
-
-
-
$
$
-
-
-
58
$
$
$
$
14,376
1,964
16,340
Balance at
March 31,
2012
14,366
1,942
16,308
4. COMMITMENTS AND CONTINGENCIES
Guarantees
Indemnifications
In the normal course of business, the Company may agree to indemnify other parties, including customers, lessors and parties
to other transactions with the Company, with respect to certain matters such as breaches of representations or covenants or
intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an
indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification
agreements with its officers and directors.
It is not possible to determine the maximum potential amount of the Company’s exposure under these indemnification
agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each
particular agreement. Historically, payments made by the Company under these agreements have not had a material impact on
the Company’s operating results, financial position or cash flows. Under some of these agreements, however, the Company’s
potential indemnification liability might not have a contractual limit.
Product Warranties
The Company accrues for the estimated costs that may be incurred under its product warranties upon revenue recognition.
Changes in the Company’s product warranty liability, which is included in cost of product revenues in the consolidated
statements of income were as follows (in thousands):
Balance at beginning of year
Accruals for warranties
Payments
Balance at end of year
Leases
2013
Years Ended March 31,
2012
2011
387
611
(546)
452
$
$
362
496
(471)
387
$
$
331
446
(415)
362
$
$
The Company leases its headquarters facility in San Jose, California under an operating lease agreement that expires in October
2019. The lease is an industrial net lease with monthly base rent of $130,821 for the first 15 months with a 3% increase each
year thereafter, and requires us to pay property taxes, utilities and normal maintenance costs.
At March 31, 2013, future minimum annual lease payments under non-cancelable operating leases were as follows (in
thousands):
Year Ending March 31,
2014
2015
2016
2017
2018 and Thereafter
Total
$
$
1,578
1,625
1,674
1,724
4,698
11,299
Rent expense for the years ended March 31, 2013, 2012 and 2011 was $1,195,000, $746,000 and $608,000, respectively.
59
Capital Leases
The Company has non-cancelable capital lease agreements for office equipment bearing interest at various rates. At March 31,
2013, future minimum annual lease payments under noncancelable capital leases were as follows (in thousands):
Year ending March 31:
2014
2015
2016
Total minimum payments
Less: Amount representing interest
Less: Short-term portion of capital lease obligations
Long-term portion of capital lease obligations
$
$
22
21
7
50
(6)
44
(18)
26
Capital leases included in office equipment were $110,000 and $139,000 at March 31, 2013 and 2012, respectively. Total
accumulated amortization was $69,000 and $46,000 at March 31, 2013 and 2012, respectively. Amortization expense for
assets recorded under capital leases is included in depreciation expense.
Minimum Third Party Customer Support Commitments
In the third quarter of 2010, the Company amended its contract with one of its third party customer support vendors containing
a minimum monthly commitment of approximately $430,000 effective April 1, 2010. The agreement requires a 150-day notice
to terminate. At March 31, 2013, the total remaining obligation under the contract was $2.2 million.
Minimum Third Party Network Service Provider Commitments
The Company entered into contracts with multiple vendors for third party network service providers which expire on various
dates in fiscal 2014 through 2016. At March 31, 2013, future minimum annual payments under these third party network
service contracts were as follows (in thousands):
Year ending March 31:
2014
2015
2016
Total minimum payments
Legal Proceedings
$
$
2,091
1,579
52
3,722
The Company, from time to time, is involved in various legal claims or litigation, including patent infringement claims that can
arise in the normal course of the Company’s operations. Pending or future litigation could be costly, could cause the diversion
of management’s attention and could upon resolution, have a material adverse effect on the Company’s business, results of
operations, financial condition and cash flows.
On February 22, 2011, the Company was named a defendant in a lawsuit, Bear Creek Technologies, Inc. v. 8x8, Inc. et al.,
along with 20 other defendants. On August 17, 2011, the Company was dismissed without prejudice from this lawsuit under
Rule 21 of the Federal Rules of Civil Procedure. On August 17, 2011, the Company was sued again by Bear Creek
Technologies, Inc. in the United States District Court for the District of Delaware. The Company believes it has factual and
legal defenses to these claims and is presenting a vigorous defense. Further, on November 28, 2012, the U.S. Patent &
Trademark Office initiated a Reexamination proceeding with a Reexamination Declaration explaining that there is a substantial
new question of patentability, based on four separate grounds, affecting each claim of the patent which is the basis for the
complaint filed against the Company. On March 26, 2013, the USPTO issued a first Office Action in the Reexamination, with
all claims of the ’722 patent being rejected on each of the four separate grounds raised in the Request for Reexamination.
60
There is a pending motion to stay the litigation based on the possibility that at least one of the rejections will be upheld. The
Company cannot estimate potential liability in this case at this early stage of litigation.
On October 25, 2011, the Company was named a defendant in a lawsuit, Klausner Technologies, Inc. v. Oracle Corporation et
al., along with 30 other defendants. The lawsuit alleges infringement of a patent that is now believed to be expired. On
November 1, 2011, Klausner dismissed the Complaint voluntarily and filed new complaints separating the defendants,
including a new Complaint against 8x8. The Company believes it has factual and legal defenses to these claims and is
presenting a vigorous defense, and has filed several motions consistent therewith including a motion to transfer and a motion to
dismiss the complaint as filed on February 23, 2012. On March 21, 2013, Chief Judge Davis granted 8x8’s Motion to Change
Venue, and has thereby ordered that this case be transferred to the US District Court for the Northern District of California on
or after April 4, 2013. This case been transferred accordingly. The Company has not answered the complaint. The Company
cannot estimate potential liability in this case at this early stage of litigation.
State and Municipal Taxes
From time to time, the Company has received inquiries from a number of state and municipal taxing agencies with respect to
the remittance of taxes. Four states currently are conducting tax audits of the Company's records. The Company collects or has
accrued for taxes that it believes are required to be remitted. The amounts that have been remitted have historically been within
the accruals established by the Company.
Regulatory
VoIP communication services, like the Company’s, are subject to less regulation at the federal level than traditional
telecommunication services and states are preempted from regulating such services. Many regulatory actions are underway or
are being contemplated by federal and state authorities, including the FCC, and state regulatory agencies. The FCC initiated a
notice of public rule-making in early 2004 to gather public comment on the appropriate regulatory environment for IP
telephony which would include the services we offer. In November 2004, the FCC ruled that the VoIP service of a competitor
and "similar" services are jurisdictionally interstate and not subject to state certification, tariffing and other legacy
telecommunication carrier regulations.
The effect of any future laws, regulations and the orders on the Company’s operations, including, but not limited to, the 8x8
service, cannot be determined. But as a general matter, increased regulation and the imposition of additional funding
obligations increases the Company’s costs of providing service that may or may not be recoverable from the Company’s
customers which could result in making the Company’s services less competitive with traditional telecommunications services
if the Company increases its retail prices or decreases the Company’s profit margins if it attempts to absorb such costs.
5. STOCKHOLDERS' EQUITY
1996 Stock Plan
In June 1996, the Company’s board of directors adopted the 1996 Stock Plan (“1996 Plan”). A total of 12,035,967 shares were
reserved for issuance under the 1996 Plan prior to its expiration in June 2006. The 1996 Plan provided for granting incentive
stock options to employees and nonstatutory stock options to employees, directors or consultants. The stock option price of
incentive stock options granted could not be less than the determined fair market value at the date of grant. Options generally
vested over four years and had a ten-year term.
1996 Director Option Plan
The Company's 1996 Director Option Plan (“Director Plan”) was adopted in June 1996 and became effective in July 1997. A
total of 1,650,000 shares of common stock were reserved for issuance under the Director Plan prior to its expiration in June
2006. The Director Plan provided for both discretionary and periodic grants of nonstatutory stock options to non-employee
directors of the Company (the “Outside Directors”). The exercise price per share of all options granted under the Director Plan
was equal to the fair market value of a share of the Company's common stock on the date of grant. Options generally vested
over a period of four years. Options granted to Outside Directors under the Director Plan had a ten year term, or shorter upon
termination of an Outside Director's status as a director.
61
1999 Nonstatutory Stock Option Plan
In fiscal 2000, the Company’s board of directors approved the 1999 Nonstatutory Stock Option Plan (“1999 Plan”) with
600,000 shares initially reserved for issuance thereunder. In fiscal 2001, the number of shares reserved for issuance was
increased to 3,600,000 shares by the Company’s board of directors. Under the terms of the 1999 Plan, options could not be
issued to either officers or directors of the Company unless granted to an officer in connection with the officer's initial
employment by the Company. Options generally vested over four years and expire ten years after grant. The 1999 Plan was not
approved by the stockholders of the Company. In May 2006, the Company’s board of directors cancelled the 1999 Plan, and
no new grants may be made from the 1999 Plan. There were no outstanding options under this plan at March 31, 2013.
2006 Stock Plan
In May 2006, the Company’s board of directors approved the 2006 Stock Plan (“2006 Plan”). The Company’s stockholders
subsequently adopted the 2006 Plan in September 2006, and the 2006 Plan became effective in October 2006. The Company
reserved 7,000,000 shares of the Company’s common stock for issuance under this plan. The 2006 Plan provides for granting
incentive stock options to employees and nonstatutory stock options to employees, directors or consultants. The stock option
price of incentive stock options granted may not be less than the fair market value on the effective date of the grant. Other
types of options and awards under the 2006 Plan may be granted at any price approved by the administrator, which generally
will be the compensation committee of the board of directors. Options generally vest over four years and expire ten years after
grant. In 2009, the 2006 Plan was amended to provide for the granting of stock purchase rights. The 2006 Plan expires in May
2016.
2003 Contactual Plan
In the second fiscal quarter of 2012, the Company assumed the Amended and Restated Contactual, Inc. 2003 Stock Option
Plan (the "2003 Contactual Plan") and registered an aggregate of 171,974 shares of the Company's common stock that may be
issued upon the exercise of stock options previously granted under the 2003 Contactual Plan and assumed by the Company
when it acquired Contactual. No new stock options or other awards can be granted under 2003 Contactual Plan.
2012 Equity Incentive Plan
In June 2012, the Company’s board of directors approved the 2012 Equity Incentive Plan (“2012 Plan”). The Company’s
stockholders subsequently adopted the 2012 Plan in July 2012, and the 2012 Plan became effective in August 2012. The
Company reserved 4,100,000 shares of the Company’s common stock for issuance under this plan. The 2012 Plan provides for
granting incentive stock options to employees and nonstatutory stock options to employees, directors or consultants, and
granting of stock appreciation rights, restricted stock, restricted stock units and performance units, qualified performance-based
awards and stock grants. The stock option price of incentive stock options granted may not be less than the fair market value on
the effective date of the grant. Other types of options and awards under the 2012 Plan may be granted at any price approved by
the administrator, which generally will be the compensation committee of the board of directors. Options, restricted stock and
restricted stock units generally vest over four years and expire ten years after grant. The 2012 Plan expires in June 2022.
62
Option, Stock Purchase Right and Restricted Stock Unit Activity
Stock Purchase Right activity since March 31, 2010 is summarized as follows:
Balance at March 31, 2010
Granted
Vested
Forfeited
Balance at March 31, 2011
Granted
Vested
Forfeited
Balance at March 31, 2012
Granted
Vested
Forfeited
Balance at March 31, 2013
Weighted
Average
Grant-Date
Fair Market
Value
0.71
1.72
0.96
1.46
1.51
3.64
1.55
2.99
2.50
5.75
2.14
2.89
4.11
Number of
Shares
353,720
836,432
(175,269)
(128,438)
886,445
563,100
(326,683)
(156,462)
966,400
443,436
(367,017)
(84,244)
958,575
$
$
Weighted
Average
Remaining
Contractual
Term (in Years)
3.26
3.00
2.61
2.52
Restricted Stock Unit activity since June 22, 2012 is summarized as follows:
Number of
Weighted
Average
Weighted
Average
Remaining
Contractual
Shares
Purchase Price
Term (in Years)
Balance at June 22, 2012
-
$
Granted
Vested
Forfeited
25,000
-
-
Balance at March 31, 2013
25,000
$
-
-
-
-
-
2.47
63
Option activity under the Company's stock option plans since March 31, 2010, is summarized as follows:
.
Balance at March 31, 2010
Granted - Options
Stock purchase rights
Exercised
Canceled/Forfeited
Termination of plans
Balance at March 31, 2011
Granted - Options (2)
Stock purchase rights (1)
Exercised
Canceled/Forfeited
Termination of plans
Balance at March 31, 2012
Change in options available for grant
Granted - Options
Stock purchase rights
Restricted Stock Units
Exercised
Canceled/Forfeited - Options
Canceled/Forfeited - Restricted Stock Units
Termination of plans
Balance at March 31, 2013
Shares
Subject to
Options
Outstanding
9,267,403
502,000
-
(1,204,776)
(1,595,431)
-
6,969,196
857,474
-
(1,645,308)
(147,027)
-
6,034,335
-
932,000
-
-
(835,246)
(139,545)
-
-
5,991,544
$
$
Weighted
Average
Exercise
Price
Per Share
1.90
2.69
1.72
1.48
3.92
1.56
4.05
3.64
1.35
2.07
1.90
-
5.80
5.75
-
1.49
4.00
-
2.52
Shares
Available
for Grant
2,869,411
(502,000)
(836,432)
-
1,595,431
(1,572,431)
1,553,979
(685,500)
(563,100)
-
147,027
(76,860)
375,546
4,100,000
(932,000)
(443,436)
(25,000)
-
139,545
4,000
(43,394)
3,175,261
(1) The reduction to shares available for grant includes awards granted of 563,100 shares.
(2) The increase to shares subject to options outstanding includes 171,974 shares subject to options assumed under the 2003
Contactual Plan.
Significant option groups outstanding at March 31, 2013 and related weighted average exercise price and contractual life
information for 8x8, Inc.'s stock option plans are as follows:
Options Outstanding
Weighted
Average
Exercise
Price
Per Share
Weighted
Average
Remaining
Contractual
Life (Years)
Options Exercisable
Weighted
Average
Exercise
Price
Per Share
Aggregate
Intrinsic
Value
Aggregate
Intrinsic
Value
Shares
1.04
1.53
2.57
5.30
5.89
4.7
2.3
5.3
8.6
9.6
$
10,265,945
1,766,500
7,854,890
1,475,904
5,623,096
2,166,680
40,320
947,413
343,177
4,375
$
$
$
$
$
1.04
$
10,265,945
1.53
2.48
4.99
5.89
7,854,890
4,141,566
637,058
4,200
$
25,950,931
4,537,369
$
22,903,659
$ 0.55 to $ 1.26
$ 1.27 to $ 1.72
$ 1.73 to $ 3.35
$ 3.36 to $ 5.87
$ 5.88 to $ 5.89
Shares
1,766,500
1,475,904
1,312,347
1,394,793
42,000
5,991,544
$
$
$
$
$
64
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the aggregate difference between the
closing stock price of the Company’s common stock on March 31, 2013 and the exercise price for in-the-money options) that
would have been received by the option holders if all in-the-money options had been exercised on March 31, 2013.
The total intrinsic value of options exercised in the years ended March 31, 2013, 2012 and 2011 was $3.3 million, $4.6 million
and $1.4 million, respectively. As of March 31, 2013, there was $7.4 million of unamortized stock-based compensation
expense related to unvested stock options and awards which is expected to be recognized over a weighted average period of
2.91 years.
Cash received from option exercises and purchases of shares under the Purchase Plans for the years ended March 31, 2013,
2012 and 2011 were $2.4 million, $3.1 million and $2.3 million, respectively. The total tax benefit attributable to stock options
exercised in the year ended March 31, 2013 was $49,000.
1996 Employee Stock Purchase Plan
The Company's 1996 Stock Purchase Plan (“Employee Stock Purchase Plan”) was adopted in June 1996 and became effective
upon the closing of the Company's initial public offering in July 1997. The Company suspended the Employee Stock Purchase
Plan in 2003 and reactivated the Employee Stock Purchase Plan in fiscal 2005. Under the Employee Stock Purchase Plan,
500,000 shares of common stock were initially reserved for issuance. At the start of each fiscal year, the number of shares of
common stock subject to the Employee Stock Purchase Plan increases so that 500,000 shares remain available for issuance.
During fiscal 2013, 2012 and 2011, 301,303, 358,166 and 489,501 shares, respectively, were issued under the Employee Stock
Purchase Plan. In May 2006, the Company’s board of directors approved a ten-year extension of the Employee Stock Purchase
Plan. Stockholders approved a ten-year extension of the Employee Stock Purchase Plan at the 2006 Annual Meeting of
Stockholders held September 18, 2006. The Employee Stock Purchase Plan is effective until 2017.
The Employee Stock Purchase Plan permits eligible employees to purchase common stock through payroll deductions at a
price equal to 85% of the fair market value of the common stock at the beginning of each two year offering period or the end of
a six month purchase period, whichever is lower. When the Employee Stock Purchase Plan was reinstated in fiscal 2005, the
offering period was reduced from two years to one year. The contribution amount may not exceed ten percent of an employee's
base compensation, including commissions, but not including bonuses and overtime. In the event of a merger of the Company
with or into another corporation or the sale of all or substantially all of the assets of the Company, the Employee Stock
Purchase Plan provides that a new exercise date will be set for each option under the plan which exercise date will occur before
the date of the merger or asset sale.
Assumptions Used to Calculate Stock-Based Compensation Expense
The fair value of each of the Company's option grants has been estimated on the date of grant using the Black-Scholes pricing
model with the following assumptions:
Expected volatility
Expected dividend yield
Risk-free interest rate
Years Ended March 31,
2013
2012
2011
70%
-
72%
-
69%
-
0.5% to 0.8%
0.3% to 1.2%
1.2% to 2.0%
Weighted average expected option term
5.3 years
4.8 years
4.3 years
Weighted average fair value of options granted
$
3.32
$
2.30
$
1.45
65
The estimated fair value of stock purchase rights granted under the Purchase Plans were estimated using the Black-Scholes
pricing model with the following weighted-average assumptions:
Expected volatility
Expected dividend yield
Risk-free interest rate
Years Ended March 31,
2013
2012
2011
40%
-
0.14%
73%
-
0.10%
61%
-
0.23%
Weighted average expected rights term
0.75 years
0.75 years
0.75 years
Weighted average fair value of rights granted
$
1.78
$
1.67
$
0.79
STOCK REPURCHASES
On October 19, 2010, the Company's board of directors authorized the Company to create a new stock repurchase plan to
purchase an additional $10.0 million of its common stock from time to time until October 19, 2011. The stock repurchase plan
expired on October 19, 2011. The stock repurchase activity since March 31, 2010 is summarized as follows:
Balance at March 31, 2010
Repurchase of common stock
Balance at March 31, 2011
Repurchase of common stock
Balance at March 31, 2012
Repurchase of common stock
Balance at March 31, 2013
Shares
Repurchased
282,376
$
3,588,609
3,870,985
301,800
4,172,785
-
4,172,785
$
Weighted
Average
Price
Per Share
0.75
2.30
2.26
2.95
2.23
-
2.23
Amount
Repurchased
211,741
$
7,810,949
8,022,690
888,964
8,911,654
-
$
8,911,654
The total purchase prices of the common stock repurchased and retired were reflected as a reduction to consolidated
stockholders’ equity during the period of repurchase.
In fiscal 2012, the Company also repurchased in two transactions at current market prices 352,030 shares with a total
repurchase price of $1.5 million from former and current members of the board of directors outside of the stock repurchase
plan.
In fiscal 2013, the Company also withheld 73,751 shares related to net share settlement of restricted stock awards with a total
price of $0.4 million.
6. EMPLOYEE BENEFIT PLAN
401(k) Savings Plan
In April 1991, the Company adopted a 401(k) savings plan (the “Savings Plan”) covering substantially all of its U.S.
employees. Eligible employees may contribute to the Savings Plan from their compensation up to the maximum allowed by the
Internal Revenue Service. In January 2007, the Company reactivated the employer matching contribution. The matching
contribution is 100% of each employee’s contributions in each year, not to exceed $1,500 per annum. The matching expense
in 2013, 2012 and 2011 was $0.3 million, $0.3 million and $0.2 million, respectively. The Savings Plan does not allow
employee contributions to be invested in the Company’s common stock.
66
7. SEGMENT REPORTING
ASC 280 “Segment Reporting” establishes annual and interim reporting standards for an enterprise’s business segments and
related disclosures about its products, services, geographic areas and major customers. Under ASC 280, the method for
determining what information to report is based upon the way management organizes the operating segments within the
Company for making operating decisions and assessing financial performance. The Company has one reportable segment.
The following table presents net revenues by groupings of similar products (in thousands):
8x8 service, equipment and other
Technology licensing and related software
Total revenues
Years Ended March 31,
2013
107,614
-
107,614
$
$
2012
2011
85,800
3
85,803
$
$
70,056
107
70,163
$
$
Revenue from customers outside the United States was not material for the fiscal years ended March 31, 2013, 2012 and 2011.
All of the Company's property and equipment was located in the United States.
8. ACQUISITIONS
Zerigo, Inc.
On June 16, 2011, the Company entered into an agreement with Zerigo, Inc. ("Zerigo"), a provider of cloud services pursuant
to which the Company acquired 100% of the outstanding stock of Zerigo from its sole shareholder. Under the terms of the
agreement, the Company paid the selling shareholder $750,000 in cash and issued 207,756 shares of its common stock. In
addition, the Company agreed to pay the selling shareholder an earn-out of up to $500,000 cash upon the achievement of
specified software development milestones by December 31, 2011. As of December 31, 2011, the shareholder had achieved the
specified software development milestones and the earn-out of $500,000 had been paid to the shareholder.
The fair value of the consideration transferred consisted of the following (in thousands):
Cash
Contingent payments
Fair value of shares of stock issued
Total purchase price
$
$
750
441
750
1,941
The Company recorded the acquired tangible and identifiable intangible assets and liabilities assumed based on their estimated
fair values. The excess of the consideration transferred over the aggregate fair values of the assets acquired and liabilities
assumed is recorded as goodwill. The amount of goodwill recognized is primarily attributable to the operating synergies
expected to be realized through the acquisition of Zerigo and the workforce of the acquired business. The fair value assigned to
identifiable intangible assets acquired was based on estimates and assumptions made by management. Intangible assets will be
amortized on a straight-line basis.
67
The estimated fair values of the assets acquired and liabilities assumed are as follows (in thousands):
Assets acquired:
Cash
Property and equipment, net
Intangible assets
Total assets acquired
Liabilities assumed
Accounts payable
Deferred income tax liability, non-current
Total liabilities assumed
Net identifiable assets acquired
Goodwill
Total purchase price
Contactual, Inc.
Estimated
Fair Value
35
25
1,046
1,106
(8)
(413)
(421)
685
1,256
1,941
$
$
On September 15, 2011, the Company acquired 100% of the outstanding shares of capital stock of Contactual, Inc.
("Contactual"), a provider of cloud-based call center and customer interaction management solutions, pursuant to the terms of a
merger agreement between the Company and Contactual. The Company issued a total of 6,484,900 shares of common stock as
acquisition consideration. This figure reflects a 215,100 share reduction related to 8x8's agreement to pay statutory tax
withholding on behalf of five former Contactual executives under the terms of the merger agreement. Approximately 1,005,000
of the shares of common stock issued as acquisition consideration are being held in escrow as security for the indemnification
obligations of the Contactual stockholders under the merger agreement. The estimated fair value of the consideration
transferred consisted of the following (in thousands):
Cash
Fair value of shares of stock issued
Fair value of options
Total purchase price
$
$
892
30,608
274
31,774
The Company recorded the acquisition of tangible and identifiable intangible assets and liabilities assumed based on their
estimated fair values. The excess of the consideration transferred over the aggregate fair values of the assets acquired and
liabilities assumed is recorded as goodwill. The amount of goodwill recognized is primarily attributable to the operating
synergies expected to be realized through the acquisition of Contactual and the workforce of the acquired business. The fair
value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by management.
Intangible assets will be amortized on a straight-line basis.
68
The estimated fair values of the assets acquired and liabilities assumed are as follows:
Assets acquired:
Cash
Restricted cash
Accounts receivable, net
Prepaids and other assets
Property and equipment, net
Intangible assets
Total assets acquired
Liabilities assumed
Accounts payable
Accrued compensation
Deferred revenue
Other accrued liabilities
Total current liabilities
Deferred income tax liability, non-current
Accrued liabilities, non-current
Total liabilities assumed
Net identifiable assets acquired
Goodwill
Total purchase price
9. STRATEGIC INVESTMENT
Estimated
Fair Value
894
28
572
265
347
11,150
13,256
(2,059)
(1,255)
(253)
(166)
(3,733)
(301)
(131)
(4,165)
9,091
22,683
31,774
$
$
In April 2010, the Company invested $250,000 cash, transferred its wholly-owned French research and development
subsidiary, 8x8 Europe SARL, and granted a non-exclusive license to certain 8x8 technology, to Stonyfish, a privately-held
company in Los Altos, California in exchange for a 17% interest in Stonyfish following its initial round of external fundraising.
In February 2012, the Company reviewed the recoverability of its strategic investment due to a change in circumstances that
indicated that the carrying value of the asset may not be recoverable. As the change in circumstance was deemed to be other-
than-temporary, the Company has recorded an impairment charge and written the investment down to its fair value of $0.
10. PATENT SALE
In June 2012, the Company entered into a patent purchase agreement and sold a family of patents to a third party for
approximately $12.0 million plus a future payment of up to a maximum of $3.0 million based on future license agreements
entered into by the third party purchaser. In February 2013, the third party entered into a separate license agreement with its
customer; therefore, the Company earned an additional $1.0 million under the patent purchase agreement. Under the terms and
conditions of the patent purchase agreement, the Company has retained certain limited rights to continue to use the patents. The
patent purchase agreement contains representations and warranties customary for transactions of this type.
69
8X8, INC.
CONSOLIDATED QUARTERLY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
March 31,
Dec. 31,
Sept. 30,
June 30,
March 31,
Dec. 31,
Sept. 30,
June 30,
2013
2012
2012
2012
2012
2011
2011
2011
$
25,905
$
24,958
$
24,177
$
23,172
$
22,148
$
21,200
$
18,013
$
17,021
QUARTER ENDED
Service revenue
Product revenue
Total revenue
Operating expenses:
Cost of service revenue
Cost of product revenue
Research and development
Sales and marketing
General, and administrative
Gain on patent sale
Total operating expenses
Income from operations
Other income (loss), net
Income before provision
2,746
28,651
5,217
3,216
2,174
13,042
2,349
(1,000)
24,998
3,653
15
2,382
27,340
5,473
3,203
2,117
11,651
2,136
-
24,580
2,760
73
2,194
26,371
5,825
2,672
2,030
11,010
2,070
-
23,607
2,764
9
2,080
25,252
5,686
2,710
1,826
10,541
2,064
(11,965)
10,862
14,390
8
2,051
24,199
5,301
2,355
1,843
10,904
1,640
-
22,043
2,156
(363)
2,078
23,278
4,890
2,584
1,955
9,816
1,481
-
20,726
2,552
49
(benefit) for income taxes
3,668
2,833
2,773
14,398
1,793
2,601
Provision (benefit) for
income taxes (1)
Net income
Net income per share:
Basic
Diluted
2,007
1,661
0.02
0.02
$
$
$
913
1,920
0.03
0.03
$
$
$
$
$
$
Shares used in per share calculations:
Basic
Diluted
71,998
75,053
71,611
74,988
$
$
$
1,032
1,741
0.02
0.02
71,261
74,558
$
$
$
5,781
8,617
0.12
0.12
70,717
74,110
$
$
$
(62,070)
63,863
0.91
0.87
70,205
73,648
15
2,586
0.04
0.04
69,445
73,214
$
$
$
1,806
19,819
4,059
2,613
1,540
9,076
1,666
-
18,954
865
(11)
854
22
832
0.01
0.01
63,710
67,759
$
$
$
1,486
18,507
3,815
2,270
1,407
8,184
1,225
-
16,901
1,606
20
1,626
(321)
1,947
0.03
0.03
62,264
65,808
(1)
Comparability affected by the increase in the valuation allowance related to the deferred tax asset which resulted in an increase in the provision for
income taxes of $1.0 million in the fourth quarter of fiscal 2013 and the income tax benefit of $62.1 million recorded in the fourth quarter of 2012
related to the release of deferred tax asset valuation allowance.
70
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") during the most
recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, as of March 31, 2013. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of March 31, 2013, our disclosure controls and procedures were effective.
Management(cid:146)s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act. Under the supervision and with the participation of
our management, including our principal executive officer and principal financial officer, we conducted an assessment of the
effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control
– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, our management concluded that its internal control over financial reporting was effective as of March 31, 2013.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Moss Adams LLP, an independent registered public accounting firm has audited and reported on the consolidated financial
statements of 8x8, Inc. and on the effectiveness of our internal control over financial reporting. The report of Moss Adams
LLP is contained in Item 8 of this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
None.
PART III
Certain information required by Part III is omitted from this Report on Form 10-K. The Registrant will file its definitive Proxy
Statement for its Annual Meeting of Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended, not later than 120 days after the end of the fiscal year covered by this Report, and certain information included in the
2013 Proxy Statement is incorporated herein by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding our directors and corporate governance will be presented in our definitive proxy statement for our 2013
Annual Meeting of Stockholders to be held on or about July 25, 2013, which information is incorporated into this report by
reference. However, certain information regarding current executive officers found under the heading (cid:147)Executive Officers(cid:148) in
Item 1 of Part I hereof is also incorporated by reference in response to this Item 10.
71
We have adopted a Code of Conduct and Ethics that applies to our principal executive officer, principal financial officer and all
other employees at 8x8, Inc. This Code of Conduct and Ethics is posted in the corporate governance section of our website at
http://investors.8x8.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an
amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information in the corporate
governance section on its website at http://investors.8x8.com.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation will be presented in our definitive proxy statement for our 2013 Annual
Meeting of Stockholders to be held on or about July 25, 2013, which information is incorporated into this report by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information relating to securities authorized for issuance under equity compensation plans and other information required to be
provided in response to this item will be presented in our definitive proxy statement for our 2013 Annual Meeting of
Stockholders to be held on or about July 25, 2013, which information is incorporated into this report by reference. In addition,
descriptions of our equity compensation plans are set forth in Part II, Item 8 (cid:147)FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA (cid:1) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Note 5 STOCKHOLDERS(cid:146)
EQUITY.(cid:148)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required to be provided in response to this item will be presented in our definitive proxy statement for our 2013
Annual Meeting of Stockholders to be held on or about July 25, 2013, which information is incorporated into this report by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required to be provided in response to this item will be presented in our definitive proxy statement for our 2013
Annual Meeting of Stockholders to be held on or about July 25, 2013, which information is incorporated into this report by
reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements. The information required by this item is included in Item 8.
(a)(2) Financial Statement Schedules. The information required by this item is included in Item 8.
(a)(3) Exhibits. The documents listed on the Exhibit Index appearing in this Report are filed herewith or hereby incorporated
by reference. Copies of the exhibits listed in the Exhibit Index will be furnished, upon request, to holders or beneficial owners
of the Company’s common stock.
72
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, 8x8, Inc., a
Delaware corporation, has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on May 28, 2013.
SIGNATURES
8X8, INC.
By: /s/ BRYAN R. MARTIN
Bryan R. Martin,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints
Bryan R. Martin and Daniel Weirich, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in
any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report on Form 10-K has been signed by the
following persons in the capacities and on the date indicated:
Signature
Title
Date
/s/ BRYAN R. MARTIN
Bryan R. Martin
/s/ DANIEL WEIRICH
Daniel Weirich
/s/ GUY L. HECKER
Guy L. Hecker, Jr.
/s/ MANSOUR SALAME
Mansour Salame
/s/ ERIC SALZMAN
Eric Salzman
/s/ VIKRAM VERMA
Vikram Verma
Chairman and Chief Executive Officer (Principal
Executive Officer)
May 28, 2013
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
May 28, 2013
May 28, 2013
May 28, 2013
May 28, 2013
May 28, 2013
73
8X8, INC.
EXHIBIT INDEX
Exhibit Title
Exhibit
Number
2.1(a)
Agreement and Plan of Merger Reorganization dated September 11, 2011 by and among Registrant,
Cabernet Merger Corporation, Contactual, Inc., and Leapfrog Ventures II, L.P., as the Representative
Restated Certificate of Incorporation of Registrant, dated August 22, 2012***
Bylaws of Registrant
Form of Indemnification Agreement between the Registrant and each of its directors and officers
Reserved
1996 Stock Plan, as amended, and form of Stock Option Agreement
3.1
3.2 (b)
10.1 (c)
10.2
10.3 (d)*
10.4 (e)* Amended and Restated 1996 Employee Stock Purchase Plan, as amended, and form of Subscription
Agreement
1996 Director Option Plan, as amended and Form of Director Option Agreement
10.5 (f)*
10.5.1 (g)* Form of Director Option Agreement for 1996 Director Option Plan
10.6
10.7 (h)*
10.8
10.9 (i)*
10.10 (j)*
10.11
10.12 (k)
10.13 (l)
Reserved
2006 Stock Plan, as amended
Reserved
Form of 2006 Stock Option Agreement under the 2006 Stock Plan
Form of Notice of Award of Stock Purchase Right and Stock Purchase Agreement under the 2006 Stock
Plan
Reserved
Lease dated April 27, 2012, between Registrant and O(cid:146)Nel Office Holdings, LLC
Acquisition Agreement between 8x8, Inc., Central Host, Inc. and Andrew Schwabecher
10.14 (m)* Employment offer letter agreement between 8x8, Inc. and Debbie Jo Severin dated March 5, 2009
10.15 (n)* Employment offer letter agreement between 8x8, Inc. and Kim Niederman dated February 3, 2011
10.16(o)* Annual Executive Incentive Plan.
10.17(p)* Amended and Restated Contactual, Inc. 2003 Stock Option Plan
10.18(p)*
Form of Stock Option Agreement under the Amended and Restated Contactual, Inc. 2003 Stock Option
Plan
2012 Equity Incentive Plan
Form of Stock Option Agreement under the 2012 Equity Incentive Plan
10.19(q)*
10.20(r)*
10.21(r)* Notice of Grant of Restricted Stock Unit Award and Agreement under the 2012 Equity Incentive Plan
10.22(s)* Management Incentive Bonus Plan
21.1
23.1
24.1
31.1
31.2
32.1
32.2
Subsidiaries of Registrant
Consent of Independent Registered Public Accounting Firm
Power of Attorney (included on page 71)
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14
Certification of Chief Executive Officer of the Registrant pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer of the Registrant pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema
101.CAL** XBRL Taxonomy Extension Calculation Linkbase
101.DEF** XBRL Taxonomy Extension Definition Linkbase
101.LAB** XBRL Taxonomy Extension Label Linkbase
101.PRE** XBRL Taxonomy Extension Presentation Linkbase
__________
* Indicates management contract or compensatory plan or arrangement.
74
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of
1934 and otherwise are not subject to liability.
***Filed herewith.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
Incorporated by reference to exhibit 2.1 to the Registrant(cid:146)s Form 8-K filed September 14, 2011 (File No. 000-21783).
Incorporated by reference to exhibit 3.2 to the Registrant(cid:146)s Report on Form 8-K filed December 19, 2007 (File No. 000-
21783).
Incorporated by reference to the same numbered exhibits to the Registrant’s Registration Statement on Form S-1 Commission
File No. 333-15627), as amended, declared effective July 1, 1997.
Incorporated by reference to exhibit 4.1 to the Registrant’s Form S-8 filed November 7, 2000 (File No. 333-49410).
Incorporated by reference to exhibit 10.5 to the Registrant’s Form S-8 filed September 26, 2006 (File No. 333-137599).
Incorporated by reference to exhibit 10.3 to the Registrant’s Form S-8 filed August 28, 2003 (File No. 333-108290).
Incorporated by reference to exhibit 4.2 to the Registrant’s Form S-8 filed November 7, 2000 (File No. 333-49410).
Incorporated by reference to exhibit 10.7 to the Registrant(cid:146)s Form 10-K filed May 26, 2009 (File No. 000-21783).
Incorporated by reference to exhibit 10.1 to the Registrant’s Form 10-Q filed February 7, 2007 (File No. 000-21783).
Incorporated by reference to exhibit 10.10 to the Registrant(cid:146)s Form 10-K filed May 26, 2009 (File No. 000-21783).
Incorporated by reference to exhibit 10.12 to the Registrant(cid:146)s Form 10-K filed May 24, 2012 (File no. 000-21783).
Incorporated by reference to exhibit 10.12 to the Registrant(cid:146)s Form 10-K filed May 27, 2010 (File No. 000-21783).
Incorporated by reference to exhibit 10.13 to the Registrant(cid:146)s Form 10-K filed May 23, 2011 (File No. 000-21783).
Incorporated by reference to exhibit 10.14 to the Registrant(cid:146)s Form 10-K filed May 23, 2011 (File No. 000-21783).
Incorporated by reference to exhibit 10.15 to the Registrant(cid:146)s Form 10-Q filed July 22, 2011 (File No. 000-21783).
Incorporated by reference to exhibit 10.16 and 10.17 to the Registrant’s Form S-8 filed September 19, 2011 (File No. 333-
176895).
Incorporated by reference to exhibit 10.19 to the Registrant’s Form S-8 filed August 28, 2012 (File No. 333-183597).
Incorporated by reference to exhibit 10.20 and 10.21 to the Registrant’s Form S-8 filed August 28, 2012 (File No. 333-
183597).
Incorporated by reference to exhibit 10.19 to the Registrant(cid:146)s Form 10-Q filed January 25, 2013 (File No. 000-21783).
75
Delaware
The First State
PAGE 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE RESTATED CERTIFICATE OF “8X8, INC.”, FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF AUGUST, A.D. 2012, AT 2:21 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
2676673
8100
120960738
You may verify this certificate online
at corp.delaware.gov/authver.shtml
/s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 9800498
Date: 08-23-12
State of Delaware
Secretary of State
Division of Corporations
Delivered 03:03 PM 08/22/2012
FILED 02:21 PM 08/22/2012
SRV 120960738 - 2676673 FILE
RESTATED CERTIFICATE OF INCORPORATION
OF
8X8, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
8x8, Inc., a corporation organized and existing under and by virtue of the provisions of
the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is 8x8, Inc. and that this corporation was
originally incorporated pursuant to the General Corporation Law on October 24, 1996.
SECOND: That the Board of Directors duly adopted resolutions proposing to amend and
restate the Certificate of Incorporation of this corporation, as amended to date, declaring said
amendment and restatement to be advisable and in the best interests of this corporation and its
stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of
the stockholders therefor, which resolution setting forth the proposed amendment and
restatement is as follows:
RESOLVED, that the Restated Certificate of Incorporation of this corporation be
amended and restated in its entirety as follows:
The name of this corporation is 8x8, Inc. (the “Corporation”).
ARTICLE I
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.
ARTICLE III
The Corporation shall have perpetual existence. The nature of the business or purposes to
be conducted or promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law.
ARTICLE IV
The Corporation is authorized to issue two classes of shares to be designated respectively
Common Stock and Preferred Stock. Each share of Common Stock shall have a par value of
$0.001 and each share of Preferred Stock shall have a par value of $0.001. The total number of
shares of Common Stock this Corporation shall have authority to issue is 200,000,000, and the
total number of shares of Preferred Stock the Corporation shall have authority to issue is
5,000,000.
The Preferred Stock initially shall be undesignated as to series. Any Preferred Stock not
previously designated as to series may be issued from time to time in one or more series pursuant
to a resolution or resolutions providing for such issue duly adopted by the Board of Directors
(authority to do so being hereby expressly vested in the Board), and such resolution or
resolutions shall also set forth the voting powers, full or limited or none, of each such series of
Preferred Stock and shall fix the designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions of each such series of Preferred
Stock. The Board of Directors is authorized to alter the designation, rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board
of Directors originally fixing the number of shares constituting any series of Preferred Stock, to
increase or decrease (but not below the number of shares of any such series then outstanding) the
number of shares of any such series subsequent to the issue of shares of that series.
Each share of Preferred Stock issued by the Corporation, if reacquired by the Corporation
(whether by redemption, repurchase, conversion to Common Stock or other means), shall upon
such reacquisition resume the status of authorized and unissued shares of Preferred Stock,
undesignated as to series and available for designation and issuance by the Corporation in
accordance with the immediately preceding paragraph.
The Corporation shall from time to time in accordance with the laws of the State of
Delaware increase the authorized amount of its Common Stock if at any time the number of
shares of Common Stock remaining unissued and available for issuance shall not be sufficient to
permit conversion, if applicable, of the Preferred Stock.
ARTICLE V
Elections of directors need not be by written ballot unless a stockholder demands election
by written ballot at the meeting and before voting begins or unless the Bylaws of the Corporation
shall so provide.
ARTICLE VI
The number of directors which constitute the whole Board of Directors of the
Corporation shall be fixed exclusively by one or more resolutions adopted from time to time by
the Board of Directors.
2
In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.
ARTICLE VII
ARTICLE VIII
(a)
To the fullest extent permitted by the General Corporation Law as the same exists
or as may hereafter be amended, a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
(b)
The Corporation may indemnify to the fullest extent permitted by law any person
made or threatened to be made a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or intestate is or was a
director, officer, employee or agent of the Corporation or any predecessor of the Corporation or
serves or served at any other enterprise as a director, officer, employee or agent at the request of
the Corporation or any predecessor to the Corporation.
(c)
Neither any amendment nor repeal of this Article VIII, nor the adoption of any
provision of this Corporation’s Certificate of Incorporation inconsistent with this Article VIII,
shall eliminate or reduce the effect of this Article VIII, in respect of any matter occurring, or any
action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE IX
Meetings of stockholders may be held within or without the State of Delaware, as the
Bylaws may provide. No action may be taken by the stockholders of the Corporation without a
meeting, and no consents in lieu of a meeting may be taken pursuant to Section 228 of the
General Corporation Law. The books of the Corporation may be kept (subject to any provision
contained in the statutes) outside of the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
ARTICLE X
Vacancies created by newly created directorships, created in accordance with the Bylaws
of this Corporation, may be filled by the vote of a majority, although less than a quorum, of the
directors then in office, or by a sole remaining director.
Advance notice of new business and stockholder nominations for the election of directors
shall be given in the manner and to the extent provided in the Bylaws of the Corporation.
ARTICLE XI
3
ARTICLE XII
The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
*
*
*
THIRD: That the foregoing amendment and restatement was approved at an annual
meeting of stockholders by the holders of the requisite number of shares of said corporation.
FOURTH: That said Restated Certificate of Incorporation, which restates and integrates
and further amends the provisions of this corporation’s Certificate of Incorporation, has been
duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed
by a duly authorized officer of this corporation on this 22nd day of August, 2012.
/s/ Bryan R. Martin
Bryan R. Martin,
Chairman and Chief Executive Officer
4
SUBSIDIARIES OF REGISTRANT
Name
Jurisdiction of Incorporation
Netergy Microelectronics, Inc.
California, USA
Visit, Inc.
California, USA
Central Host, Inc.
California, USA
Contactual, Inc.
Delaware, USA
Zerigo, Inc.
Colorado, USA
CONSENT(cid:1)OF(cid:1)INDEPENDENT(cid:1)REGISTERED(cid:1)PUBLIC(cid:1)ACCOUNTING(cid:1)FIRM
We(cid:1)consent(cid:1)to(cid:1)the(cid:1)incorporation(cid:1)by(cid:1)reference(cid:1)in(cid:1)the(cid:1)Registration(cid:1)Statements(cid:1)(Form(cid:1)S-3(cid:1)No.(cid:1)333-187421,(cid:1)
and(cid:1)Form(cid:1)S-8(cid:1)Nos.(cid:1)333-30943,(cid:1)333-15627,(cid:1)333-50519,(cid:1)(cid:1)333-49410,(cid:1)333-66296,(cid:1)333-90172,(cid:1)333-108290,(cid:1)
333-118642,(cid:1)333-126337,(cid:1)333-137599,(cid:1)(cid:1)333-176895(cid:1)and(cid:1)333-183597)(cid:1)of(cid:1)our(cid:1)report(cid:1)dated(cid:1)May(cid:1)28,(cid:1)2013,(cid:1)
relating(cid:1)to(cid:1)the(cid:1)consolidated(cid:1)financial(cid:1)statements(cid:1)of(cid:1)8x8,(cid:1)Inc.,(cid:1)and(cid:1)the(cid:1)effectiveness(cid:1)of(cid:1)internal(cid:1)control(cid:1)over(cid:1)
financial(cid:1)reporting(cid:1)of(cid:1)8x8,(cid:1)Inc.,(cid:1)appearing(cid:1)in(cid:1)this(cid:1)Annual(cid:1)Report(cid:1)(Form(cid:1)10-K)(cid:1)for(cid:1)the(cid:1)year(cid:1)ended(cid:1)March(cid:1)31,(cid:1)
2013.(cid:1)
/s/ Moss Adams LLP
San(cid:1)Francisco,(cid:1)California(cid:1)
May(cid:1)28,(cid:1)2013(cid:1)
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan R. Martin, certify that:
1.
I have reviewed this annual report on Form 10-K of 8x8, Inc.;
Exhibit 31.1
Based on my knowledge, this report does not contain any untrue statement of a material fact or
2.
omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this
3.
report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining
4.
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures as of
the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation
5.
of internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
May 28, 2013
/s/ BRYAN R. MARTIN
Bryan R. Martin
Chairman and Chief Executive Officer
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel Weirich, certify that:
1.
I have reviewed this annual report on Form 10-K of 8x8, Inc.;
Exhibit 31.2
Based on my knowledge, this report does not contain any untrue statement of a material fact or
2.
omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this
3.
report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining
4.
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures as of
the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation
5.
of internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
May 28, 2013
/s/ DANIEL WEIRICH
Daniel Weirich
Chief Financial Officer and Secretary
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of 8x8, Inc. (the "Company") for the year ended
March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Bryan R. Martin, Chairman and Chief Executive Officer of the Company, hereby certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ BRYAN R. MARTIN
Bryan R. Martin
Chairman and Chief Executive Officer
May 28, 2013
This certification accompanies this Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall
not, except to the extent required by the Sarbanes-Oxley Act of 2002, or otherwise required, be deemed
filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of 8x8, Inc. (the "Company") for the year ended
March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Daniel Weirich, Chief Financial Officer and Secretary of the Company, hereby certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ DANIEL WEIRICH
Daniel Weirich
Chief Financial Officer and Secretary
May 28, 2013
This certification accompanies this Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall
not, except to the extent required by the Sarbanes-Oxley Act of 2002, or otherwise required, be deemed
filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.