October 4, 2013 Form 8-K Exhibit 99.1
Exhibit 99.1
|
|
For Immediate Release
|
8x8 Announces Sale of Dedicated Server Hosting Business to
The IRC Company, Inc. (dba Black Lotus Communications)
SAN JOSE, Calif. - October 4, 2013 - 8x8, Inc. (NASDAQ:EGHT), provider of innovative cloud
communications and computing solutions, today announced it has sold its dedicated server hosting business to The IRC Company, Inc.
(dba Black Lotus Communications) for $3 million in cash. The transaction signed and closed on September 30, 2013.
The dedicated server hosting business, acquired by 8x8 in May 2010, provided managed hosting services on dedicated servers to
288 customers as of June 30, 2013. For the fiscal year ended March 31, 2013, this business generated revenue of approximately
$3.8 million and $753,000 in the first quarter of fiscal 2014. 8x8's Infrastructure as a Service (IaaS) and Desktop as a Service (DaaS)
cloud hosting business is not included in this transaction. The Company will report a gain of approximately $1 million related to this
transaction in the second quarter of fiscal 2014.
"The sale of our dedicated server hosting business enables 8x8 to sharpen its focus on the continued innovation and adoption
of our core, cloud-based business service offerings," said 8x8 CEO Vik Verma. "At the same time, this strategic transaction
will have a positive effect on our gross margins and growth rates, further illustrating the success and profitability of our cloud-based
business model."
Excluding revenue from the dedicated server hosting business, reported revenue from business customers in the first quarter of
fiscal 2014 increased 24% from the amount reported for the first quarter of fiscal 2013, compared with the previously announced growth
rate of 22%. Gross margin in the first quarter of fiscal 2014 was 72%, excluding dedicated server hosting revenue and cost of sales,
compared with 71%, including dedicated server hosting revenue and cost of sales. Income from operations for the dedicated server
hosting business was approximately $251,000 in the first quarter of fiscal 2014 and approximately $823,000 in fiscal 2013.
"Black Lotus is looking forward to working with our new clients in supporting their needs," said Shawn Marck, Chief
Technology Officer of Black Lotus. "Our culture is driven by exceeding expectations and delivering business solutions through
technology. We now have three data centers in the United States; Los Angeles, Silicon Valley and Northern Virginia."
NCC International represented 8x8, Inc. on an exclusive basis and provided financial advisory services during the transaction.
8x8 is providing the following unaudited pro forma consolidated statements of income as additional information for investors to
consider with this release.
About 8x8, Inc.
8x8, Inc. (NASDAQ:EGHT) empowers business conversations for more than 33,000 businesses with cloud
communications services that include hosted PBX
telephony, unified communications,
call center software and video conferencing solutions. The company has been delivering business communications services since 2004
and has garnered a reputation for technical excellence and outstanding reliability. In 2012, 8x8 was named a market
"leader" in Gartner's Magic Quadrant for Unified Communications as a Service
(UCaaS) in North America and was recognized as the No. 1 Provider of Hosted IP Telephony by Frost & Sullivan and Synergy Research Group.
For additional information, visit www.8x8.com, or connect with 8x8 on Google+, Facebook, LinkedIn and Twitter.
About Black Lotus Communications
Black Lotus Communications is a California based security innovator which pioneered the first commercially viable DDoS mitigation
solutions in 1999, weeks after the first known DDoS attacks. These advanced solutions enhance the security posture of SMB and
Enterprise clients while reducing capital expenditures, managing risk, ensuring compliance, and improving earnings and retention.
Breakthrough developments at Black Lotus include the world's first DDoS protected hosting network, the first IPv6 DDoS mitigation
environment, and the first highly effective Layer 7 attack mitigation strategy. Black Lotus is expanding and recently secured its first
financing round led by Industry Capital. For more information, visit www.blacklotus.net or
follow Black Lotus on Twitter at https://twitter.com/ddosprotection.
About NCC International
NCC International is among the nation's leading M&A and financial advisory firms specializing in the Internet, Web
Hosting, Telecom and SaaS sectors. Over the past 20 years NCC has completed over 300 assignments. Its clients range from
NASDAQ firms to small privately owned companies. For more information contact Tom Millitzer at 239-282-5550 or visit www.com-broker.com.
###
Contact:
Joan Citelli
(408) 654-0970
joan.citelli@8x8.com
The following unaudited pro forma condensed consolidated statements of income of the Company give effect to the sale of its
dedicated server hosting business, which occurred on September 30, 2013.
The historical financial information of the Company set forth below has been derived from the unaudited condensed consolidated
statements of income of the Company included in the Company's Quarterly Reports on Form 10-Q for
the quarters ended June 30, 2012, September 30, 2012, December 31, 2012 and June 30, 2013 and the historical audited consolidated
statement of income of the Company included in the Company's Annual Report on Form 10-K for the year ended March 31, 2013.
The unaudited pro forma condensed consolidated statements of income were prepared as if the sale had occurred on March 31,
2012. Pro forma condensed consolidated statements of income for the five most recently completed quarters and the most recently
completed fiscal year are presented because the treatment of the dedicated server hosting business has not yet been reflected as
discontinued operations in the Company's historical information, except as noted above.
The unaudited pro forma condensed consolidated statements of income have been prepared by the Company's
management for illustrative purposes only and is not necessarily indicative of the
results of operations in future periods or the results that actually would have been realized had the Company sold the dedicated server
hosting business during the specified periods. The pro forma adjustments are based upon assumptions that the
Company's management believes are reasonable. The pro forma adjustments are based on the information available at the time
of the preparation of the unaudited pro forma condensed consolidated statements of income. These statements, including any
notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial
statements of the Company included in its Annual Report on Form 10-K for the year ended March 31, 2013 and Quarterly
Reports on Form 10-Q for the three months ended June 30, 2012, September 30, 2012, December 31, 2012 and June 30, 2013
filed with the Securities and Exchange Commission.
|
8x8, Inc. |
|
UNAUDITED PRO FORMA CONDENSED |
|
CONSOLIDATED STATEMENT OF INCOME |
|
Three Months Ended June 30, 2013 |
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments (1) |
|
|
Pro Forma |
|
Service revenue |
|
$ |
27,252 |
|
$ |
753 |
|
$ |
26,499 |
|
Product revenue |
|
|
2,752 |
|
|
- |
|
|
2,752 |
|
Total revenue |
|
|
30,004 |
|
|
753 |
|
|
29,251 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of service revenue |
|
|
5,221 |
|
|
435 |
|
|
4,786 |
|
Cost of product revenue |
|
|
3,347 |
|
|
- |
|
|
3,347 |
|
Research and development |
|
|
2,336 |
|
|
- |
|
|
2,336 |
|
Sales and marketing |
|
|
13,121 |
|
|
49 |
|
|
13,072 |
|
General and administrative |
|
|
2,790 |
|
|
18 |
|
|
2,772 |
|
Gain on patent sale |
|
|
- |
|
|
- |
|
|
- |
|
Total operating expenses |
|
|
26,815 |
|
|
502 |
|
|
26,313 |
|
Income from operations |
|
|
3,189 |
|
|
251 |
|
|
2,938 |
|
Other income, net |
|
|
15 |
|
|
- |
|
|
15 |
|
Income before provision for income taxes |
|
|
3,204 |
|
|
251 |
|
|
2,953 |
|
Provision for income taxes |
|
|
1,065 |
|
|
104 |
|
|
961 |
|
Net income |
|
$ |
2,139 |
|
$ |
147 |
|
$ |
1,992 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.03 |
|
|
|
|
$ |
0.03 |
|
Diluted |
|
$ |
0.03 |
|
|
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
72,510 |
|
|
|
|
|
72,510 |
|
Diluted |
|
|
75,756 |
|
|
|
|
|
75,756 |
|
8x8, Inc. |
|
UNAUDITED PRO FORMA CONDENSED |
|
CONSOLIDATED STATEMENT OF INCOME |
|
Twelve Months Ended March 31, 2013 |
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments (1) |
|
|
Pro Forma |
|
Service revenue |
|
$ |
98,212 |
|
$ |
3,828 |
|
$ |
94,384 |
|
Product revenue |
|
|
9,402 |
|
|
- |
|
|
9,402 |
|
Total revenue |
|
|
107,614 |
|
|
3,828 |
|
|
103,786 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of service revenue |
|
|
22,201 |
|
|
2,273 |
|
|
19,928 |
|
Cost of product revenue |
|
|
11,801 |
|
|
- |
|
|
11,801 |
|
Research and development |
|
|
8,147 |
|
|
- |
|
|
8,147 |
|
Sales and marketing |
|
|
46,244 |
|
|
671 |
|
|
45,573 |
|
General and administrative |
|
|
8,619 |
|
|
61 |
|
|
8,558 |
|
Gain on patent sale |
|
|
(12,965) |
|
|
- |
|
|
(12,965) |
|
Total operating expenses |
|
|
84,047 |
|
|
3,005 |
|
|
81,042 |
|
Income from operations |
|
|
23,567 |
|
|
823 |
|
|
22,744 |
|
Other income, net |
|
|
105 |
|
|
- |
|
|
105 |
|
Income before provision for income taxes |
|
|
23,672 |
|
|
823 |
|
|
22,849 |
|
Provision for income taxes |
|
|
9,733 |
|
|
334 |
|
|
9,399 |
|
Net income |
|
$ |
13,939 |
|
$ |
489 |
|
$ |
13,450 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.20 |
|
|
|
|
$ |
0.19 |
|
Diluted |
|
$ |
0.19 |
|
|
|
|
$ |
0.18 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
71,390 |
|
|
|
|
|
71,390 |
|
Diluted |
|
|
74,700 |
|
|
|
|
|
74,700 |
|
8x8, Inc. |
|
UNAUDITED PRO FORMA CONDENSED |
|
CONSOLIDATED STATEMENT OF INCOME |
|
Three Months Ended June 30, 2012 |
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments (1) |
|
|
Pro Forma |
|
Service revenue |
|
$ |
23,172 |
|
$ |
982 |
|
$ |
22,190 |
|
Product revenue |
|
|
2,080 |
|
|
- |
|
|
2,080 |
|
Total revenue |
|
|
25,252 |
|
|
982 |
|
|
24,270 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of service revenue |
|
|
5,686 |
|
|
608 |
|
|
5,078 |
|
Cost of product revenue |
|
|
2,710 |
|
|
- |
|
|
2,710 |
|
Research and development |
|
|
1,826 |
|
|
- |
|
|
1,826 |
|
Sales and marketing |
|
|
10,541 |
|
|
273 |
|
|
10,268 |
|
General and administrative |
|
|
2,064 |
|
|
11 |
|
|
2,053 |
|
Gain on patent sale |
|
|
(11,965) |
|
|
- |
|
|
(11,965) |
|
Total operating expenses |
|
|
10,862 |
|
|
892 |
|
|
9,970 |
|
Income from operations |
|
|
14,390 |
|
|
90 |
|
|
14,300 |
|
Other income, net |
|
|
8 |
|
|
- |
|
|
8 |
|
Income before provision for income taxes |
|
|
14,398 |
|
|
90 |
|
|
14,308 |
|
Provision for income taxes |
|
|
5,781 |
|
|
36 |
|
|
5,745 |
|
Net income |
|
$ |
8,617 |
|
$ |
54 |
|
$ |
8,563 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.12 |
|
|
|
|
$ |
0.12 |
|
Diluted |
|
$ |
0.12 |
|
|
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
70,717 |
|
|
|
|
|
70,717 |
|
Diluted |
|
|
74,110 |
|
|
|
|
|
74,110 |
|
8x8, Inc. |
|
UNAUDITED PRO FORMA CONDENSED |
|
CONSOLIDATED STATEMENT OF INCOME |
|
Three Months Ended September 30, 2012 |
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments (1) |
|
|
Pro Forma |
|
Service revenue |
|
$ |
24,177 |
|
$ |
1,076 |
|
$ |
23,101 |
|
Product revenue |
|
|
2,194 |
|
|
- |
|
|
2,194 |
|
Total revenue |
|
|
26,371 |
|
|
1,076 |
|
|
25,295 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of service revenue |
|
|
5,825 |
|
|
609 |
|
|
5,216 |
|
Cost of product revenue |
|
|
2,672 |
|
|
- |
|
|
2,672 |
|
Research and development |
|
|
2,030 |
|
|
- |
|
|
2,030 |
|
Sales and marketing |
|
|
11,010 |
|
|
210 |
|
|
10,800 |
|
General and administrative |
|
|
2,070 |
|
|
16 |
|
|
2,054 |
|
Gain on patent sale |
|
|
- |
|
|
- |
|
|
- |
|
Total operating expenses |
|
|
23,607 |
|
|
835 |
|
|
22,772 |
|
Income from operations |
|
|
2,764 |
|
|
241 |
|
|
2,523 |
|
Other income, net |
|
|
9 |
|
|
- |
|
|
9 |
|
Income before provision for income taxes |
|
|
2,773 |
|
|
241 |
|
|
2,532 |
|
Provision for income taxes |
|
|
1,032 |
|
|
97 |
|
|
935 |
|
Net income |
|
$ |
1,741 |
|
$ |
144 |
|
$ |
1,597 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
|
|
$ |
0.02 |
|
Diluted |
|
$ |
0.02 |
|
|
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
71,261 |
|
|
|
|
|
71,261 |
|
Diluted |
|
|
74,558 |
|
|
|
|
|
74,558 |
|
8x8, Inc. |
|
UNAUDITED PRO FORMA CONDENSED |
|
CONSOLIDATED STATEMENT OF INCOME |
|
Three Months Ended December 31, 2012 |
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments (1) |
|
|
Pro Forma |
|
Service revenue |
|
$ |
24,958 |
|
$ |
935 |
|
$ |
24,023 |
|
Product revenue |
|
|
2,382 |
|
|
- |
|
|
2,382 |
|
Total revenue |
|
|
27,340 |
|
|
935 |
|
|
26,405 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of service revenue |
|
|
5,473 |
|
|
583 |
|
|
4,890 |
|
Cost of product revenue |
|
|
3,203 |
|
|
- |
|
|
3,203 |
|
Research and development |
|
|
2,117 |
|
|
- |
|
|
2,117 |
|
Sales and marketing |
|
|
11,651 |
|
|
90 |
|
|
11,561 |
|
General and administrative |
|
|
2,136 |
|
|
17 |
|
|
2,119 |
|
Gain on patent sale |
|
|
- |
|
|
- |
|
|
- |
|
Total operating expenses |
|
|
24,580 |
|
|
690 |
|
|
23,890 |
|
Income from operations |
|
|
2,760 |
|
|
245 |
|
|
2,515 |
|
Other income, net |
|
|
73 |
|
|
- |
|
|
73 |
|
Income before provision for income taxes |
|
|
2,833 |
|
|
245 |
|
|
2,588 |
|
Provision for income taxes |
|
|
913 |
|
|
99 |
|
|
814 |
|
Net income |
|
$ |
1,920 |
|
$ |
146 |
|
$ |
1,774 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.03 |
|
|
|
|
$ |
0.02 |
|
Diluted |
|
$ |
0.03 |
|
|
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
71,611 |
|
|
|
|
|
71,611 |
|
Diluted |
|
|
74,988 |
|
|
|
|
|
74,988 |
|
8x8, Inc. |
|
UNAUDITED PRO FORMA CONDENSED |
|
CONSOLIDATED STATEMENT OF INCOME |
|
Three Months Ended March 31, 2013 |
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments (1) |
|
|
Pro Forma |
|
Service revenue |
|
$ |
25,905 |
|
$ |
835 |
|
$ |
25,070 |
|
Product revenue |
|
|
2,746 |
|
|
- |
|
|
2,746 |
|
Total revenue |
|
|
28,651 |
|
|
835 |
|
|
27,816 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of service revenue |
|
|
5,217 |
|
|
473 |
|
|
4,744 |
|
Cost of product revenue |
|
|
3,216 |
|
|
- |
|
|
3,216 |
|
Research and development |
|
|
2,174 |
|
|
- |
|
|
2,174 |
|
Sales and marketing |
|
|
13,042 |
|
|
98 |
|
|
12,944 |
|
General and administrative |
|
|
2,349 |
|
|
17 |
|
|
2,332 |
|
Gain on patent sale |
|
|
(1,000) |
|
|
- |
|
|
(1,000) |
|
Total operating expenses |
|
|
24,998 |
|
|
588 |
|
|
24,410 |
|
Income from operations |
|
|
3,653 |
|
|
247 |
|
|
3,406 |
|
Other income, net |
|
|
15 |
|
|
- |
|
|
15 |
|
Income before provision for income taxes |
|
|
3,668 |
|
|
247 |
|
|
3,421 |
|
Provision for income taxes |
|
|
2,007 |
|
|
102 |
|
|
1,905 |
|
Net income |
|
$ |
1,661 |
|
$ |
145 |
|
$ |
1,516 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
|
|
$ |
0.02 |
|
Diluted |
|
$ |
0.02 |
|
|
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
71,998 |
|
|
|
|
|
71,998 |
|
Diluted |
|
|
75,053 |
|
|
|
|
|
75,053 |
These unaudited pro forma condensed consolidated statements of income reflect all adjustments that, in the opinion
of management, are necessary to present fairly the pro forma results of operations.
(1) Adjustments to remove the historical results of the dedicated server hosting business from continuing operations.