BASIS OF PRESENTATION - Note 2

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

BASIS OF PRESENTATION - Note 2

2. BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on substantially the same basis as our annual consolidated financial statements for the fiscal year ended March 31, 2014. In the opinion of the Company's management, these interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

The March 31, 2014 year-end condensed consolidated balance sheet data in this document was derived from audited consolidated financial statements and does not include all of the disclosures required by U.S. generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of and for the fiscal year ended March 31, 2014 and notes thereto included in the Company's fiscal 2014 Annual Report on Form 10-K.

The results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

Service and Product Revenue

The Company recognizes service revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed or determinable and collectability is reasonably assured. The Company defers recognition of service revenues in instances when cash receipts are received before services are delivered and recognizes deferred revenues ratably as services are provided.

The Company recognizes revenue from product sales for which there are no related services to be rendered upon shipment to customers 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 customer sales are recorded at the time of shipment. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("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 customer.

The Company records revenue net of any sales-related taxes that are billed to its customers. The Company believes this approach results in consolidated 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.

Multiple Element Arrangements

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.  The provisioning of the 8x8 cloud service with the accompanying 8x8 IP telephone constitutes a revenue arrangement with multiple deliverables.  For arrangements with multiple deliverables, the Company allocates the arrangement consideration to all units of accounting based on their relative selling prices. In such circumstances, the accounting principles establish a hierarchy to determine the relative selling price to be used for allocating arrangement consideration to units of accounting as follows: (i) vendor-specific objective evidence of fair value ("VSOE"), (ii) third-party evidence of selling price ("TPE"), and (iii) best estimate of the selling price ("BESP").

VSOE generally exists only when the Company sells the deliverable separately, on more than a limited basis, at prices within a relatively narrow range.  When VSOE cannot be established, the Company attempts to establish the selling price of deliverables based on relevant TPE. TPE is determined based on manufacturer's prices for similar deliverables when sold separately, when possible. When the Company is unable to establish selling price using VSOE or TPE, it uses a BESP for the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service was sold on a stand-alone basis. BESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings. The Company determines BESP for a product or service by considering multiple factors including, but not limited to:

• the price list established by its management which is typically based on general pricing practices and targeted gross margin of products and services sold; and

• analysis of pricing history of new arrangements, including multiple element and stand-alone transactions.

In accordance with the guidance of ASC 605-25, when the Company enters into revenue arrangements with multiple deliverables the Company allocates arrangement consideration, including activation fees, among the 8x8 IP telephones and subscriber services based on their relative selling prices. Arrangement consideration allocated to the IP telephones that is fixed or determinable and that is not contingent on future performance or deliverables is recognized as product revenues during the period of the sale less the allowance for estimated returns during the 30-day trial period. Arrangement consideration allocated to subscriber services that is fixed or determinable and that is not contingent on future performance or deliverables is recognized ratably as service revenues as the related services are provided, which is generally over the initial contract term.

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 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.

The Company's investments are comprised of mutual funds, commercial paper, corporate debt, municipal securities, asset backed securities, mortgage backed securities, international government securities, certificates of deposit and money market funds. At September 30, 2014 and March 31, 2014, all investments were classified as available-for-sale and reported at fair value, based either upon quoted prices in active markets, quoted prices in less active markets, or quoted market prices for similar investments, 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 income and are computed using the specific identification method.The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. 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. These available-for-sale investments are primarily held in the custody of a major financial institution.

Available-for-sale investments were (in thousands):

				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
As of September 30, 2014		Costs		Gain		Loss		Fair Value
Money market funds	$	22,571	$	-	$	-	$	22,571
Fixed income
Mutual funds		2,000		-		(87)		1,913
Commercial paper		18,232		5		(1)		18,236
Corporate debt		67,902		69		(2)		67,969
Municipal securities		5,435		3		(6)		5,432
Asset backed securities		26,038		6		(5)		26,039
Mortgage backed securities		6,955		-		(29)		6,926
International government securities		800		5		-		805
Certificates of deposit		2,200		-		(1)		2,199
Total available-for-sale investments	$	152,133	$	88	$	(131)	$	152,090
Reported as (in thousands):
Cash and cash equivalents							$	22,571
Short-term investments								129,519
Total							$	152,090

Contractual maturities of mutual funds, commercial paper, corporate debt, municipal securities, asset backed securities, mortgage backed securities, international government securities, certificates of deposit and money market funds as of September 30, 2014 are set forth below (in thousands):

Due within one year	$	102,300
Due after one year		49,790
Total	$	152,090

				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
As of March 31, 2014		Costs		Gain		Loss		Fair Value
Money market funds	$	32,611	$	-	$	-	$	32,611
Fixed income
Mutual funds		1,964		-		(55)		1,909
Commercial paper		30,374		5		-		30,379
Corporate debt		63,621		35		(39)		63,617
Municipal securities		5,435		5		(1)		5,439
Asset backed securities		17,049		6		(1)		17,054
International government securities		800		4		-		804
Total available-for-sale investments	$	151,854	$	55	$	(96)	$	151,813
Reported as (in thousands):
Cash and cash equivalents							$	32,611
Short-term investments								47,181
Long-term investments								72,021
Total							$	151,813

Contractual maturities of mutual funds, commercial paper, corporate debt, municipal securities, asset backed securities, international government securities and money market funds as of March 31, 2014 are set forth below (in thousands):

Due within one year	$	79,792
Due after one year		72,021
Total	$	151,813

Intangible Assets

Amortization expense for the customer relationship intangible asset is included in sales and marketing expenses. Amortization expense for technology is included in cost of service revenue. The carrying values of intangible assets were as follows (in thousands):

		September 30, 2014						March 31, 2014
		Gross						Gross
		Carrying		Accumulated		Net Carrying		Carrying		Accumulated		Net Carrying
		Amount		Amortization		Amount		Amount		Amortization		Amount
Technology	$	8,242	$	(2,493)	$	5,749	$	8,242	$	(2,080)	$	6,162
Customer relationships		9,686		(2,566)		7,120		9,686		(1,710)		7,976
Trade names/domains		957		-		957		957		-		957
Total acquired identifiable
intangible assets	$	18,885	$	(5,059)	$	13,826	$	18,885	$	(3,790)	$	15,095

At September 30, 2014, annual amortization of intangible assets, based upon our existing intangible assets and current useful lives, is estimated to be the following (in thousands):

		Amount
Remaining 2015	$	1,119
2016		2,238
2017		2,231
2018		1,983
2019		1,737
Thereafter		3,561
Total	$	12,869

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, 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.

In the first six months of fiscal 2015, the Company expensed all research and development costs in accordance with ASC 985-20. At September 30, 2014 and March 31, 2014, total capitalized software development costs included in other long-term assets was approximately $1.1 million and $1.0 million, respectively, and accumulated amortization costs related to capitalized software was approximately $0.3 million and $0.1 million, respectively.

In the first six months of fiscal 2014, the Company capitalized $0.5 million in accordance with ASC 985-20.

The Company accounts for computer software developed or obtained for internal use in accordance with ASC 350-40 - Internal Use Software, which requires capitalization of certain software development costs incurred during the application development stage. In the first six months of fiscal 2015, the Company capitalized $0.5 million in accordance with ASC 350-40, of which $0.2 million is classified as other long-term assets and $0.3 million is classified as property and equipment. No such costs were capitalized in the first six months of fiscal 2014.

Foreign Currency Translation

The Company has determined that the functional currency of its UK foreign subsidiary is the subsidiary's local currency, the British Pound Sterling ("GBP"), which the Company believes most appropriately reflects the current economic facts and circumstances of the UK subsidiary's operations. The assets and liabilities of the subsidiary are translated at the applicable exchange rate as of the end of the balance sheet period and revenue and expenses are translated at an average rate over the period presented. Resulting currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss within the stockholders' equity in the consolidated balance sheets.

Stock Purchase Right/Restricted Stock Unit and Option Activity

Stock purchase right activity for the six months ended September 30, 2014 is summarized as follows:

			Weighted	Weighted
			Average	Average
			Grant-Date	Remaining
	Number of		Fair Market	Contractual
	Shares		Value	Term (in Years)
Balance at March 31, 2014	489,627	$	4.83	1.93
Granted	31,432		7.88
Vested	(175,038)		3.81
Forfeited	(34,075)		5.67
Balance at September 30, 2014	311,946	$	5.62	1.84

Restricted stock unit and performance stock unit activity for the six months ended September 30, 2014 is summarized as follows:

				Weighted
			Weighted	Average
			Average	Remaining
	Number of		Purchase	Contractual
	Shares		Price	Term (in Years)
Balance at March 31, 2014	1,134,856	$	-	2.00
Granted	248,492
Vested	(118,561)
Forfeited	(93,755)
Balance at September 30, 2014	1,171,032	$	-	1.87

Option activity for the six months ended September 30, 2014 is summarized as follows (table includes stock purchase rights and RSUs; not limited to options):

				Weighted
		Shares		Average
	Shares	Subject to		Exercise
	Available	Options		Price
	for Grant	Outstanding		Per Share
Balance at March 31, 2014	1,613,943	6,002,382	$	4.14
Change in options available for grant	6,800,000	-		-
Granted - options	(106,684)	106,684		7.56
Stock purchase rights/restricted stock unit (1)	(279,924)	-		-
Exercised	-	(483,184)		1.55
Canceled/forfeited - options	278,098	(278,098)		5.11
Canceled/forfeited - restricted stock unit	93,944	-		5.67
Balance at September 30, 2014	8,399,377	5,347,784	$	4.16

(1) The reduction to shares available for grant includes awards granted of 279,924 shares.

The following table summarizes stock options outstanding and exercisable at September 30, 2014:

	Options Outstanding						Options Exercisable
			Weighted	Weighted					Weighted
			Average	Average					Average
			Exercise	Remaining		Aggregate			Exercise		Aggregate
Range of			Price	Contractual		Intrinsic			Price		Intrinsic
Exercise Price	Shares		Per Share	Life (Years)		Value	Shares		Per Share		Value
$0.55 - $1.26	1,453,500	$	1.03	3.3	$	8,208,733	1,453,500	$	1.03	$	8,208,733
$1.27 - $1.79	1,103,128	$	1.54	1.5		5,673,510	1,103,128	$	1.54		5,673,510
$1.80 - $5.87	1,305,184	$	4.68	6.1		2,607,072	869,566	$	4.30		2,059,942
$5.88 - $9.74	1,335,972	$	9.35	9.0		33,180	294,442	$	9.40		15,899
$10.97 - $11.26	150,000	$	11.11	9.3		-	-	$	-		-
	5,347,784				$	16,522,495	3,720,636			$	15,958,084

Stock-based Compensation Expense

The Company accounts for its employee stock options, stock purchase rights, restricted stock units including restricted performance stock units granted under the 1996 Stock Plan, 1996 Director Option Plan, the 2006 Stock Plan, the 2003 Contactual Plan, the 2012 Equity Incentive Plan, the 2013 New Employee Inducement 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, stock-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, stock purchase rights and restricted stock units 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 the three and six months ended September 30, 2014 and 2013, the Company used the historical volatility of its stock over a period equal to the expected life of the options. 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 rate 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. Compensation expense for stock-based payment awards is recognized using the straight-line single-option method and includes the impact of estimated forfeitures.

As of September 30, 2014, unamortized stock-based compensation expense related to unvested stock awards was approximately $15.0 million, which is expected to be recognized over a weighted average period of 2.65 years.

The following table summarizes the assumptions used to compute reported stock-based compensation to employees and directors for the three and six months ended September 30, 2014 and 2013:

		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
Expected volatility		58%		64%		58%		64%
Expected dividend yield		-		-		-		-
Risk-free interest rate		1.74%		1.98%		1.72%		1.88%
Weighted average expected option term		5.30 years		6.20 years		5.20 years		6.10 years
Weighted average fair value of options granted	$	3.90	$	5.76	$	3.91	$	5.62

In accordance with ASC 718 - Stock Compensation, the Company recorded $1.7 million and $1.0 million in compensation expense relative to stock-based awards for the three months ended September 30, 2014 and 2013, and $3.4 million and $1.8 million for the six months ended September 30, 2014 and 2013, respectively.

Employee Stock Purchase Plan

Under the Company's Employee Stock Purchase Plan, or ESPP, eligible employees can participate and purchase common stock semi-annually through payroll deductions at a price equal to 85% of the fair market value of the common stock at the beginning of each one year offering period or the end of the applicable six month purchase period within that offering period, whichever is lower. The contribution amount may not exceed 10% of an employee's base compensation, including commissions but not including bonuses and overtime. The Company accounts for the ESPP as a compensatory plan and recorded compensation expense of $0.3 million and $0.1 million for the three months ended September 30, 2014 and 2013, and $0.5 million and $0.3 million for the six months ended September 30, 2014 and 2013, respectively, in accordance with ASC 718.

The estimated fair value of ESPP options granted under the Employee Stock Purchase Plan was estimated at the date of grant using Black-Scholes pricing model with the following weighted average assumptions:

		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
Expected volatility		46%		38%		46%		38%
Expected dividend yield		-		-		-		-
Risk-free interest rate		0.09%		0.11%		0.09%		0.11%
Weighted average expected ESPP option term		0.75 years		0.75 years		0.75 years		0.75 years
Weighted average fair value of
ESPP options granted	$	2.46	$	2.60	$	2.46	$	2.60

As of September 30, 2014, there were approximately $0.4 million of total unrecognized compensation cost related to employee stock purchases. This cost is expected to be recognized over a weighted average period of 0.5 years.

ASC 718 requires the benefits of tax deductions in excess of recognized compensation costs to be reported as a financing cash flow, rather than as an operating cash flow. The future realization of tax benefits related to stock-based compensation is dependent upon the timing of employee exercises and future taxable income, among other factors. The Company did not realize any tax benefit from the stock-based compensation charges incurred during the three and six months ended September 30, 2014 and 2013, respectively.

The following table summarizes the classification of stock-based compensation expense related to employee stock options and employee stock purchases under ASC 718 among the Company's operating functions for the three and six months ended September 30, 2014 and 2013 which was recorded as follows (in thousands):

		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
Cost of service revenue	$	160	$	68	$	275	$	136
Cost of product revenue		-		-		-		-
Research and development		315		141		629		295
Sales and marketing		910		393		1,654		740
General and administrative		623		504		1,297		842
Total stock-based compensation expense related to employee
stock options and employee stock purchases, pre-tax		2,008		1,106		3,855		2,013
Tax benefit		-		-		-		-
Stock-based compensation expense related to employee
stock options and employee stock purchases, net of tax	$	2,008	$	1,106	$	3,855	$	2,013

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) and the IASB has issued IFRS 15, Revenue from Contracts with Customers. The issuance of these documents completes the joint effort by the FASB and the IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS. The new guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance.   For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period.  Early application is not permitted. The Company is currently assessing the impact of this pronouncement to its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC 718, Compensation-Stock Compensation, as it relates to such awards. ASU 2014-12 is effective for us in our first quarter of fiscal 2017 with early adoption permitted using either of two methods: (i) prospective to all awards granted or modified after the effective date; or (ii) retrospective to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter, with the cumulative effect of applying ASU 2014-12 as an adjustment to the opening retained earnings balance as of the beginning of the earliest annual period presented in the financial statements. The Company is currently assessing the impact of this pronouncement to its consolidated financial statements.