8x8 2006 Annual Report Download

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _____________
Commission file number 000-21783
8X8, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 77-0142404
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
3151 Jay Street
Santa Clara, CA 95054
(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: None
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
VALUE $.001 PER SHARE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. [ ] Yes [X] 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 [ X ] No

Table of contents

  • Page 1
    ... file number 000-21783 8X8, INC. (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) 3151 Jay Street Santa Clara, CA 95054 (Address of Principal Executive Offices...

  • Page 2
    ...reports...sale price of the Registrant's common stock on the NASDAQ Capital Market System on September 30, 2005, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $108,594,602. The number of shares of the Registrant's common stock outstanding as of May 26, 2006...

  • Page 3
    8X8, INC. INDEX TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2006 Part I. Item...Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions Principal Accountant Fees and Services...

  • Page 4
    ... service, and then use an 8x8-supplied terminal adapter to connect any telephone to a broadband Internet connection and make or receive calls from a regular telephone number. All Packet8 telephone accounts come with voice mail, caller ID, call waiting, call waiting caller ID, call forwarding, hold...

  • Page 5
    ... that VoIP telephony services will grow from less than 1,000,000 U.S. households at the end of 2004 to up to 20 million U.S. households by 2009. The traditional telephone networks maintained by many local and long distance telephone companies were designed solely to carry low-fidelity audio signals...

  • Page 6
    ... switched networks. As broadband connectivity, including cable modem and digital subscriber line, or DSL, has become more available and less expensive, it is now possible for service providers like us to offer voice and video services that run over these IP networks to businesses and residential...

  • Page 7
    ...subscriber to port a number from another service provider. All Packet8 customers receive access to a variety of telephone features, including voice mail, caller ID, call forwarding, call waiting, 3-way calling, online account management and billing, international call blocking and caller ID blocking...

  • Page 8
    ... Dial (DID) phone number with any desired area code for each extension; Conference bridge, 3-Way conferencing, 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...

  • Page 9
    ... handsets, deploying VoIP capability to each handset using a single high-speed Internet connection. Incorporating 8x8's Internet telephony software, these Uniden phones offer plug-and-play access to Packet8's feature-rich broadband telephone service, and include a built-in 1-port router. The Uniden...

  • Page 10
    ...a staff of individuals with experience in both voice and data operations to provide twenty-four hour operations support We use various tools to monitor and manage all elements of our network in real-time. Additionally, our NOC provides technical support to troubleshoot equipment and network problems...

  • Page 11
    ... years ended March 31, 2006, 2005 and 2004 were $5.9 million, $3.1 million and $2.7 million, respectively. Regulatory The use of the Internet and private IP networks to provide voice, video and other forms of real-time, two-way communications services is a relatively recent development. Although...

  • Page 12
    ..., where it will consider the regulatory status of Internet protocol voice communications. The second SBC petition requests that the FCC forbear from applying certain common carrier regulation to services offered on IP platforms. On May 5, 2005, the FCC issued an opinion and order denying SBC...

  • Page 13
    ... enjoyed by Internet services under the ITFA. On May 25, 2006, the United States Treasury Department issued a news release that the IRS would cease collecting the Federal Excise Tax on long distance telephone services and VoIP services effective July 31, 2006, but providing service providers the...

  • Page 14
    ... on traditional switched and cellular phone lines. All interconnected VoIP providers must deliver 911 calls to the appropriate local public safety answering point, or PSAP, through the PSTN's legacy wireline selective router, which is used to deliver E911 calls, along with call back number and...

  • Page 15
    ... E911 services or other factors could have a material adverse effect on our financial position, results of operations and cash flows. In May 2005, we began charging a Regulatory Recovery Fee, currently an additional $1.50 per month, on each telephone number that is used by our customers, including...

  • Page 16
    ...companies to use our technology to produce products that compete with our Packet8 telephony and video products. We have also licensed the right to manufacture certain of our video and VoIP telephony semiconductor products to several original equipment manufacturers, or OEMs. These licenses generally...

  • Page 17
    ... 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; and developments with respect to patents or proprietary rights, general market conditions, changes in...

  • Page 18
    ... to grow, several things need to occur. Telephone and cable service providers must continue to invest in the deployment of high speed broadband networks to residential and business customers. VoIP networks must improve quality of service for real-time communications, managing effects such as packet...

  • Page 19
    ... 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...

  • Page 20
    ...our public switched telephone network calls. Our Packet8 service depends on the availability of third party network service providers that provide telephone numbers and public switched telephone network (PSTN) call termination and origination services for our customers. Many of these network service...

  • Page 21
    ... for our Packet8 service have requested that our products and services be designed to interoperate with their existing networks, each of which may have different specifications and use multiple standards. Our customers' networks may contain multiple generations of products from different vendors...

  • Page 22
    ... extremely complex and few, if any, companies possess all the required technology components needed to build a complete end to end solution. We will likely need to enter into partnerships to augment our development programs and to assist us in marketing complete solutions to our targeted customers...

  • Page 23
    ... with a guaranteed quality of service. In addition, such networks have imperceptible delay and consistently satisfactory audio quality. Emerging broadband IP networks, such as LANs, WANs, and the Internet, or emerging last mile technologies such as cable, digital subscriber lines, and wireless local...

  • Page 24
    ...or unreasonable in light of the manner in which Packet8 offers service to its customers. It is not possible to separate the Internet, or any service offered over it, into intrastate and interstate components. While suitable alternatives may be developed in the future, the current IP network does not...

  • Page 25
    ...premature for the CPUC to consider a VoIP regulatory framework. In May 2004, in response to a 2003 complaint case brought by Frontier Telephone of Rochester against Vonage, the New York State Public Service Commission, or NYPSC, concluded that Vonage is a telephone corporation as defined by New York...

  • Page 26
    ... the tax in June 2006. We do not collect Value Added Tax, or VAT, for services that we provide to customers in European Union, or EU, member countries. Future expansion of our Packet8 service, along with other aspects of our evolving business, may result in additional sales and other tax obligations...

  • Page 27
    ... service, we played a recorded message in response to customers who dialed 911 from these lines instructing them to hang up and either dial their local police/fire department directly from the phone on the Packet8 service, or to dial 911 from a phone connected to the traditional telephone network...

  • Page 28
    ... for operating an internet-based, worldwide voice and video communications service and electronically billing our Packet8 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...

  • Page 29
    ...our current and prospective customers. We may need to raise additional capital to support our operations. As of March 31, 2006, we had cash...additional expenses and diversion of management's time towards Section 404 compliance. In any fiscal year, we may fail to timely complete our evaluation, testing...

  • Page 30
    ... 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Our principal operations are located in an approximately 47,000 square foot facility in Santa Clara, California that is leased through August 2009. Design, testing, research and development, sales and marketing, shipping, customer service and...

  • Page 31
    ... 4.08 $ $ 2.52 1.61 ITEM 6. SELECTED FINANCIAL DATA 2006 Total revenues...Net loss...Net loss per share: Basic...Diluted...Total ...and other charges of $3.4 million. (3) Beginning fiscal 2003, Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," was ...

  • Page 32
    ..., or IP, telephony and video applications. We offer the Packet8 broadband voice over Internet protocol, or VoIP, and video communications service, Packet8 Virtual Office service and videophone equipment and services. We shipped our first VoIP product in 1998, launched our Packet8 service in November...

  • Page 33
    ...or consulting, on separate sales of these services to other customers. We recognize revenue for maintenance services ratably over the contract term. Our training and consulting services are billed based on hourly rates and we generally recognize revenue as these services are performed. If a software...

  • Page 34
    ... trends and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. The accounts receivable balance was $776,000, net of an allowance for doubtful accounts of $55,000 as of March 31, 2006, including a reserve for disputed credit card charges. If...

  • Page 35
    ... revenues... Product revenues consist of revenues from sales of VoIP terminal adapters, telephones and videophones, primarily attributable to our Packet8 service. For fiscal 2006, 2005 and 2004, product revenues also included sales of VoIP semiconductors and other system products of $0.2 million...

  • Page 36
    ... associated with our IP semiconductor technology and hosted iPBX product. In addition, we began charging a regulatory recovery fee of $1.50 per line effective in May 2005 and a $1.99 emergency 911 service cost recovery fee of $1.99 per line effective in January 2006. These fees are recorded as...

  • Page 37
    ... revenues in fiscal 2006, as compared to fiscal 2005, was primarily due to an increase in Packet8 network operations headcount, third party telephony origination and termination service fees and other costs due to the significant year over year growth in Packet8 lines in service. The increase in...

  • Page 38
    ... expenses consist primarily of personnel and related overhead costs for sales, marketing, customer support, finance, human resources and general management. Such costs also include outsourced customer service call center operations, sales commissions, trade show, advertising and other marketing and...

  • Page 39
    ... accounts payable was attributable to timing and an increase in payables for telecommunications service provider costs. The increase in accrued compensation and other accrued liabilities was primarily attributable to the increase in headcount in fiscal 2006, accrued salary for a terminated executive...

  • Page 40
    ...primarily attributable to equipment required by the growth of the Packet8 subscriber base and expenditures for implementation fees related to third party customer relationship management software. Cash provided by financing activities of approximately $14.4 million in fiscal 2006 consisted primarily...

  • Page 41
    ... transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP...

  • Page 42
    ... of SFAS No. 123(R) on April 1, 2006 is expected to have a material impact on our consolidated results of operations. In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections: a Replacement of Accounting Principles Board Opinion No. 20 and FASB Statement No. 3." SFAS...

  • Page 43
    ... AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Page FINANCIAL STATEMENTS: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at March 31, 2006 and 2005 Consolidated Statements of Operations for each of the three years in the...

  • Page 44
    ...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...

  • Page 45
    ... 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. PricewaterhouseCoopers LLP San Jose, California June 14, 2006 42

  • Page 46
    ...Other current assets...Total current assets...Long-term investments...Property and equipment, net...Other assets...$ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable...$ Accrued compensation...Accrued warranty...Deferred revenue...Other accrued liabilities...Total current...

  • Page 47
    ...) Years Ended March 31, 2006 2005 2004 26,113 $ 9,086 $ 6,629 5,779 2,389 2,679 31,892 11,475 9,308 Service revenues...$ Product revenues...Total revenues...Operating expenses: Cost of service revenues Cost of product revenues...Research and development...Selling, general and administrative...Total...

  • Page 48
    8X8, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS, EXCEPT SHARES) Accumulated other Additional Common Stock Shares Balance at March 31, 2003...Issuance of com mon stock under stock plans...Sale...-in Capital 150,827 $ Deferred Compensation (12) $ Comprehensive Loss -$ Accumulated...

  • Page 49
    ...Gain on sale of Centile Europe SA...Other...Changes in assets and liabilities, net of effects of businesses sold: Accounts receivable, net...Inventory...Other current and noncurrent assets...Deferred cost of goods sold...Accounts payable...Accrued compensation...Accrued warranty...Deferred revenue...

  • Page 50
    ... service, and then use an 8x8-supplied terminal adapter to connect any telephone to a broadband Internet connection and make or receive calls from a regular telephone number. All Packet8 telephone accounts come with voice mail, caller ID, call waiting, call waiting caller ID, call forwarding, hold...

  • Page 51
    ... RECOGNITION VoIP service revenue The Company defers revenue recognition of new subscriber revenue from its Packet8 service offerings until the acceptance period has expired. New customers may terminate their service within thirty days of order placement and receive a full refund of fees previously...

  • Page 52
    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. CASH, CASH EQUIVALENTS AND ...

  • Page 53
    ... maturities of available-for-sale debt securities as of March 31, 2006 are set forth below (in thousands): Due within one year...$ Due after one year...Due after five years...Total ...$ 14,864 1,993 5,500 22,357 The Company has classified certain long-term investments, consisting of auction...

  • Page 54
    ... 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 restricts placement of...

  • Page 55
    ..., financial position and cash flows. The Company also relies on primarily one third party network service provider to provide telephone numbers and public switched telephone network (PSTN) call termination and origination services for its customers. If this service provider failed to perform on its...

  • Page 56
    .... 123(R) on April 1, 2006 is expected to have a material impact on the Company's consolidated results of operations. RECENT ACCOUNTING PRONOUNCEMENTS In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections: a Replacement of Accounting Principles Board Opinion No. 20 and...

  • Page 57
    ... average number of common...sale of up to $125,000,000 of 8x8 securities. The Company paid total cash fees of six percent of the gross proceeds to the placement agents, and issued...terms of the warrants were affected. All of the warrants were outstanding as of March 31, 2006. In March 2005, the Company...

  • Page 58
    ... investors to purchase additional shares of common stock from the Company, in proportion to their ownership percentage, to the extent that shares of the Company's common stock are issued in connection with financing activities. The Company paid a five percent cash fee and issued warrants to purchase...

  • Page 59
    ... services. Other Transactions In March 2002, 8x8's board of directors (the Board) authorized the Company to open securities trading accounts with two brokerage firms and make investments of up to $1,000,000 on behalf of 8x8, Inc. as directed by its then Chairman, Joe Parkinson, Chief Executive...

  • Page 60
    ... provision for income taxes. In addition, at March 31, 2006, the Company had research and development credit carryforwards for federal and state tax reporting purposes of approximately $3,400,000 and $2,700,000, respectively. The federal credit carryforwards will expire at various dates beginning in...

  • Page 61
    ... property infringement or other claims made against certain 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...

  • Page 62
    ... the short-term investments line in the consolidated balance sheet. These standby letters of credits were issued to guarantee certain contractual obligations, and are secured by cash deposits at the Company's bank. Leases The Company leases its primary facility in Santa Clara, California under a non...

  • Page 63
    ... switched telephone network services. The Company has consistently maintained that these Taxes do not apply to its service for a variety of reasons depending on the statute or rule that establishes such obligations. In addition, a few states address how VoIP providers should contribute to support...

  • Page 64
    ... certain rate centers from which telephone numbers are provisioned for the Packet8 service. The Company has begun to address this issue with its telecommunication interconnection partners. However, the Company may not be able to offer E911 service to all of its customers, and, as a result, may need...

  • Page 65
    ...of the Company's common stock on the date of grant. Options generally vest over a period of four years. Options granted to Outside Directors under the Director Plan have a ten year term, or shorter upon termination of an Outside Director's status as a director. The Director Plan expires in June 2006...

  • Page 66
    ... The Company recognized stock compensation expense in fiscal 2006 and 2004 of $239,000 and $1,311,000, respectively. Stock compensation expense in fiscal 2005 was not significant. Stock compensation expense in fiscal 2006 was primarily comprised of $239,000 attributable to the change in option terms...

  • Page 67
    compensation is subject to reduction for any employee who terminates employment prior to the expiration of such employee's option vesting period. Netergy Microelectronics, Inc. 2000 Stock Option Plan Netergy's 2000 Stock Option Plan (the Netergy Plan...ended March 31, 2006, was as follows: Weighted ...

  • Page 68
    ...date will occur before the date of the merger or asset sale. Certain pro forma disclosures The Company accounts for its stock plans in accordance with the provisions of APB Opinion No. 25. Had compensation cost for the Company's stock plans been determined based on the fair value of options at their...

  • Page 69
    ..., 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. No matching contributions were made in fiscal 2006...

  • Page 70
    ...net revenues by groupings of similar products (in thousands). 2006 Packet8 service, equipment and other...$...2006 2005 31,141 $ 10,472 $ 291 646 127 157 1 -332 200 31,892 $ 11,475 $ 2004 2,728 1,309 4,163 568 540 9,308 United States...$ Europe...Taiwan...Japan...Other...$ The majority of the Company...

  • Page 71
    8X8, INC. SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS) Balance at Beginning of Year 141 $ 50,576 135 54,190 68 60,894 Additions Charged to Costs, Expenses and Other -- $ 3,614 -6,704 5 9,647 Description Year ended March 31, 2004: Allowance for doubtful accounts...$ Valuation ...

  • Page 72
    ... IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS & 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...

  • Page 73
    ...is set forth in the 2006 Proxy Statement under the captions "Additional Information -- Employment Contracts and Termination of Employment and Change in Control Arrangements," "Additional Information -- Compensation Committee Interlocks and Insider Participation," "Additional Information -- Report of...

  • Page 74
    ...ACCOUNTANT FEES AND SERVICES Information required by this Item is set forth in the 2006 Proxy Statement under the caption "Independent Registered Public Accounting Firm Fee... documents listed on the Exhibit Index appearing in this Report are filed herewith or hereby incorporated by reference. Copies...

  • Page 75
    ..., 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 Santa Clara, State of California, on June 14, 2006. 8X8, INC. By: /s/ BRYAN R. MARTIN Bryan R. Martin, Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW...

  • Page 76
    ... to Item 14(a), "Exhibits," of the Registrant's Annual Report on Form 10-K for the fiscal year ended March...2006 between the Registrant and Dr. Barry Andrews. Subsidiaries of Registrant. Consent of Independent Registered Public Accounting Firm. Power of Attorney. Certification of Chief Executive...

  • Page 77
    ... Registrant's Form S-8 dated July 17, 2000. (g) Incorporated by reference to exhibit filed in response to Item 9.01, "Exhibits," of the Registrant's Report on Form 8-K filed on October 5, 2004. (h) Incorporated by reference to exhibit 10.1 filed in response to Item 9.01 "Exhibits" of the Registrant...

  • Page 78
    EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT Name 8x8 Europe SARL 8x8 (Hong Kong) Limited Netergy Microelectronics, Inc. Netergy Networks Canada Holding Company UForce Holding Company Visit, Inc. France China California, USA Delaware, USA Delaware, USA California, USA Jurisdiction of Incorporation

  • Page 79
    ...PUBLIC ACCOUNTING...) of 8x8, Inc. of our report dated June 14, 2006, relating ...internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K. /s/PricewaterhouseCoopers LLP San Jose, California June 14, 2006

  • Page 80
    ...period covered by this report based on such evaluation; and 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...

  • Page 81
    ... and report financial information; and 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. June 14, 2006 /S/ BRYAN R. MARTIN Bryan R. Martin Chairman and Chief Executive Officer

  • Page 82
    ...period covered by this report based on such evaluation; and 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...

  • Page 83
    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. June 14, 2006 /S/ JAMES SULLIVAN James Sullivan Chief Financial Officer

  • Page 84
    ... In connection with the Annual Report of 8x8, Inc. (the "Company") on Form 10-K for the year ended March 31, 2006, 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, certify, pursuant to 18...

  • Page 85
    ... 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 of 8x8, Inc. (the "Company") on Form 10-K for the year ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the...