Check the appropriate box below if the Form 8-K filing is intended to
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Item 2.02. Results of Operations and Financial Condition.
On January 24, 2013, 8x8, Inc., or the Company, issued a press release announcing its financial results for
the three and nine-month periods ended December 31, 2012. A copy of this press release is furnished as Exhibit 99.1 to this report.
The press release should be read in conjunction with the statements regarding forward-looking statements, which are included in the
text of the release.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP),
management also presents information regarding the Company's performance over comparable periods based on net income and net
income per share, exclusive of loss on investment, non-cash tax adjustments, stock-based compensation, amortization of acquired
intangible assets, acquisition-related costs, facility exit costs and gain on patent sale. Because management discloses financial
measures calculated without taking into account these items, these financial measures are characterized as "non-GAAP financial
measures" under Securities and Exchange Commission rules.
The gain on patent sale in the first fiscal quarter of 2013 was a $12.0 million gain that management believes is not reflective of its
Non-cash tax adjustments represented the difference between the amount of taxes the Company expect to pay and the GAAP tax
provision each period. Management excludes non-cash tax adjustments because they are non-cash transactions.
Stock-based compensation charges represent non-cash charges related to equity awards granted by the Company. Although these
are recurring charges to the Company's operations, management has excluded stock-based compensation expense because it relies
on valuations based on future events, such as the market price of the Company's common stock, that are difficult to predict and are
affected by market factors that are largely not within the control the Company. Thus, management believes that excluding these
charges facilitates comparisons of the Company's operational performance in different periods, as well as with similarly determined
non-GAAP financial measures of comparable companies.
Amortization of acquired intangible assets results from the Company's acquisitions of Central Host, Inc. in fiscal 2011 and
Contactual, Inc. and Zerigo, Inc. in fiscal 2012. Amortization of acquired intangible assets was excluded because it was a non-cash
expense that the Company does not consider part of ongoing operations when assessing the Company's financial performance.
Acquisition-related expenses, including expenses to exit facilities, are difficult to predict and often one-time. Management believes
these expenses are not reflective of the Company's ongoing operations in terms of evaluating comparable period-to-period
Management and the Company's board of directors will continue to analyze these non-GAAP financial measures to assess the
business and compare operating results to the Company's performance objectives. For example, the Company's budgeting and
planning process utilizes these non-GAAP financial measures, along with other types of financial information.
The Company discloses these non-GAAP financial measures to the public as an additional means by which investors can assess
the Company's performance and to identify the Company's operating results for investors on the same basis applied by management.
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial
measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to
those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated
differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has
provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press
release furnished as Exhibit 99.1.
Moreover, although these non-GAAP financial measures adjust expense, they should not be viewed as a pro forma presentation
reflecting the elimination of the underlying share-based compensation programs, which are an important element of the Company's
compensation structure. GAAP requires that all forms of share-based payments should be valued and included, as appropriate, in
results of operations. Management believes these expenses are a material part of the Company's operating results.
Item 9.01. Financial Statements and Exhibits
99.1 Press Release dated January 24, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 24, 2013
Chief Financial Officer and Secretary
INDEX TO EXHIBITS
* Also provided in PDF format as a courtesy.