8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2022

Ooma, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37493	06-1713274
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

525 Almanor Avenue, Suite 200, Sunnyvale, California 94085

(Address of principal executive offices)

(650) 566-6600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	OOMA	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On November 30, 2022, Ooma, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended October 31, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.	Description
99.1	Press release dated November 30, 2022 titled “Ooma Reports Third Quarter Fiscal Year 2023 Financial Results”
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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.

	OOMA, INC.
Date: November 30, 2022	By:	/s/ Shig Hamamatsu
		Shig Hamamatsu
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Ooma Reports Third Quarter Fiscal Year 2023 Financial Results

Sunnyvale, Calif., November 30, 2022 -- Ooma, Inc. (NYSE: OOMA), a smart communications platform for businesses and consumers, today released financial results for the fiscal third quarter ended October 31, 2022.

Third Quarter Fiscal 2023 Financial Highlights:

•Revenue: Total revenue was $56.7 million, up 15% year-over-year. Subscription and services revenue increased to $51.7 million from $44.7 million in the third quarter of fiscal 2022, and was 91% of total revenue, primarily driven by the growth of Ooma Business.

•Net Income/Loss: GAAP net loss was $2.8 million, or $0.11 per basic and diluted share, compared to GAAP net loss of $0.3 million, or $0.01 per basic and diluted share, in the third quarter of fiscal 2022. GAAP net loss for the third quarter includes a $1.4 million charge for consolidation of facilities, as well as $0.6 million in acquisition-related costs, both associated with the acquisition of OnSIP in late July. Non-GAAP net income was $3.5 million, or $0.14 per diluted share, compared to non-GAAP net income of $3.3 million, or $0.13 per diluted share in the prior year period.

•Adjusted EBITDA: Adjusted EBITDA was $4.5 million, compared to $4.0 million in the third quarter of fiscal 2022.

For more information about non-GAAP net income and Adjusted EBITDA, see the section below titled "Non-GAAP Financial Measures" and the reconciliation provided in this release.

“Ooma executed well in Q3, increasing revenue 15% year-over-year to $56.7 million and attaining its highest-ever quarterly non-GAAP net income and adjusted EBITDA,” said Eric Stang, chief executive officer of Ooma. “We introduced new features for our Ooma Office Pro Plus tier of service, grew sales of Ooma Enterprise in select verticals including hospitality, expanded our user base in Europe in addition to North America, and added T-Mobile as a resale partner for AirDial, our new solution to replace businesses’ aging and expensive copper lines. We also continued the integration of our recent acquisition OnSIP and are pleased to report that OnSIP was adjusted EBITDA accretive in Q3, ahead of plan. Looking forward, we continue to see significant opportunity and remain focused on executing our strategy to drive profitable growth.”

Business Outlook:

For the fourth quarter of fiscal 2023, Ooma expects:

•Total revenue in the range of $56.3 million to $56.6 million.

•GAAP net loss in the range of $0.7 million to $1.0 million and GAAP net loss per share in the range of $0.03 to $0.04.

•Non-GAAP net income in the range of $3.5 million to $3.8 million and non-GAAP net income per share in the range of $0.14 to $0.15.

For the full fiscal year 2023, Ooma expects:

•Total revenue in the range of $216.0 million to $216.3 million.

•GAAP net loss in the range of $4.0 million to $4.3 million, and GAAP net loss per share in the range of $0.16 to $0.18.

•Non-GAAP net income in the range of $13.0 million to $13.3 million, and non-GAAP net income per share in the range of $0.51 to $0.53.

1

The following is a reconciliation of GAAP net loss to non-GAAP net income and GAAP basic and diluted net loss per share to non-GAAP diluted net income per share guidance for the fiscal fourth quarter and fiscal year ending January 31, 2023 (in millions, except per share data):

	Projected range
	Three Months Ending		Fiscal Year Ending
	January 31, 2023		January 31, 2023
	(unaudited)
GAAP net loss	($0.7)-($1.0)		($4.0)-($4.3)
Stock-based compensation and related taxes		3.6		14.2
Amortization of intangible assets and acquisition-related costs		0.9		3.8
Facilities consolidation charges		—		1.4
Acquisition-related income tax benefit		—		(2.1	)
Non-GAAP net income	$3.5-$3.8		$13.0-$13.3
GAAP net loss per share	($0.03)-($0.04)		($0.16)-($0.18)
Stock-based compensation and related taxes		0.14		0.56
Amortization of intangible assets and acquisition-related costs		0.04		0.15
Facilities consolidation charges		—		0.06
Acquisition-related income tax benefit		—		(0.08	)
Non-GAAP net income per share	$0.14-$0.15		$0.51-$0.53
Weighted-average number of shares used in per share amounts:
Basic		24.9		24.5
Diluted		25.7		25.3

Conference Call Information:

Ooma will host a conference call and live webcast for analysts and investors today at 5:00 p.m. Eastern time. The news release with the financial results will be accessible from the company's website prior to the conference call.

Parties in the United States and Canada can access the call by dialing +1 (888) 550-5744, using conference ID 4726540. International parties can access the call by dialing +1 (646) 960-0223, using conference ID 4726540.

The webcast will be accessible on the Events and Presentations page of Ooma’s investor relations website, https://investors.ooma.com for a period of at least one year. A telephonic replay of the conference call will be available from approximately two hours after the call is completed or about 8:00 p.m. Eastern time on November 30, 2022 until 11:59 p.m. Eastern time Wednesday, December 7, 2022. To access the replay, parties in the United States and Canada should call +1 (800) 770-2030 and use conference code 4726540. International parties should call +1 (647) 362-9199 and use conference code 4726540.

Non-GAAP Financial Measures

In addition to disclosing financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release and the accompanying tables contain certain non-GAAP financial measures, including: non-GAAP net income, non-GAAP net income per share, non-GAAP gross profit and gross margin, non-GAAP operating income, and Adjusted EBITDA. Adjusted EBITDA represents the net income before interest and other income, income tax benefit, depreciation and amortization of capital expenditures, amortization of intangible assets, acquisition-related transaction costs, facilities consolidation charges, and stock-based compensation expense and related taxes.

Other non-GAAP financial measures exclude stock-based compensation expense and related taxes, amortization of intangible assets, acquisition-related transaction costs, facilities consolidation charges and acquisition-related income tax benefit. For the third quarter of fiscal 2023, facilities consolidation charges included asset write-downs related to leased office space assumed in connection with Ooma's acquisition of OnSIP in July 2022 that the company determined were not needed to support the future growth of its business. Non-GAAP weighted-average diluted shares include the effect of potentially dilutive securities from the company’s stock-based benefit plans.

These non-GAAP financial measures are presented to provide investors with additional information regarding our financial results and core business operations. Ooma considers these non-GAAP financial measures to be useful measures of the operating performance of the company, because they contain adjustments for unusual events or factors that do not directly affect what management considers to be Ooma's core operating performance and are used by the company's management for that purpose. Management also believes that these non-GAAP financial measures allow for a better evaluation of the

2

company's performance by facilitating a meaningful comparison of the company's core operating results in a given period to those in prior and future periods. In addition, investors often use similar measures to evaluate the operating performance of a company.

Non-GAAP financial measures are presented for supplemental informational purposes only to aid an understanding of the company's operating results. The non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and may be different from non-GAAP financial measures presented by other companies. A limitation of the non-GAAP financial measures presented is that the adjustments relate to items that the company generally expects to continue to recognize. The adjustment of these items should not be construed as an inference that the adjusted gains or expenses are unusual, infrequent or non-recurring. Therefore, both GAAP financial measures of Ooma's financial performance and the respective non-GAAP measures should be considered together. Please see the reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure in the tables below.

Disclosure Information

Ooma uses the investor relations section on its website as a means of complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Ooma's investor relations website in addition to following Ooma's press releases, Securities and Exchange Commission (“SEC”) filings, and public conference calls and webcasts.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. In particular, the financial projections under “Business Outlook” and the statements contained in the quotations of our Chief Executive Officer regarding expectations regarding the Company's business opportunities and strategies may constitute forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical facts and generally contain words such as "believes”, "expects”, "may”, "will”, "should”, "seeks”, "approximately”, "intends”, "plans”, "estimates”, "anticipates”, and other expressions that are predictions of or indicate future events. Although the forward-looking statements contained in this press release are based upon information available at the time the statements are made and reflect management's good faith beliefs, forward-looking statements inherently involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from anticipated future results. Important factors that could cause actual results to differ materially from expectations include, among others: our inability to attract new customers on a cost-effective basis; our inability to retain customers; our inability to realize expected returns from our investments made in connection with our international expansion efforts and development of new product features; failure to realize AirDial opportunities; intense competition; loss of key retailers and reseller partnerships; our reliance on vendors to manufacture the on-premise appliances and end-point devices we sell; our reliance on third parties for our network connectivity and co-location facilities; our reliance on third parties for some of our software development, quality assurance and operations; our reliance on third parties to provide the majority of our customer service and support representatives; and interruptions to our service. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake to update or revise any forward-looking statements after they are made, whether as a result of new information, future events, or otherwise, except as required by applicable law.

The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings which we make with the SEC from time to time, including the risk factors contained in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2022, filed with the SEC on September 8, 2022. The forward-looking statements in this press release are based on information available to Ooma as of the date hereof, and Ooma disclaims any obligation to update any forward-looking statements, except as required by law.

3

About Ooma, Inc.

Ooma (NYSE: OOMA) creates powerful connected experiences for businesses and consumers, delivered from its smart cloud-based SaaS platform. For businesses of all sizes, Ooma provides advanced voice and collaboration features including messaging, intelligent virtual attendants, and video conferencing to help them run more efficiently. For consumers, Ooma’s residential phone service provides PureVoice HD voice quality, advanced functionality and integration with mobile devices. Learn more at www.ooma.comorwww.ooma.ca in Canada.

INVESTOR CONTACT:

Matthew S. Robison

Director of IR and Corporate Development

Ooma, Inc.

ir@ooma.com

(650) 300-1480

MEDIA CONTACT:

Mike Langberg

Director of Corporate Communications

Ooma, Inc.

press@ooma.com

(650) 566-6693

4

OOMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, amounts in thousands)

	October 31,			January 31,
	2022			2022
Assets
Current assets:
Cash and cash equivalents	$	20,037		$	19,667
Short-term investments		4,495			11,613
Accounts receivable, net		7,125			7,310
Inventories		22,021			13,841
Other current assets		14,550			13,598
Total current assets		68,228			66,029
Property and equipment, net		7,662			6,481
Operating lease right-of-use assets		12,782			14,396
Intangible assets, net		11,256			4,208
Goodwill		8,946			4,264
Other assets		15,640			13,875
Total assets	$	124,514		$	109,253
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	11,827		$	7,507
Accrued expenses and other current liabilities		24,805			22,823
Deferred revenue		17,476			16,600
Total current liabilities		54,108			46,930
Long-term operating lease liabilities		10,539			11,194
Other liabilities		39			73
Total liabilities		64,686			58,197
Stockholders' equity:
Common stock		5			4
Additional paid-in capital		191,909			179,860
Accumulated other comprehensive loss		(60	)		(20	)
Accumulated deficit		(132,026	)		(128,788	)
Total stockholders' equity		59,828			51,056
Total liabilities and stockholders' equity	$	124,514		$	109,253

5

OOMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, amounts in thousands, except share and per share data)

	Three Months Ended						Nine Months Ended
	October 31, 2022			October 31, 2021			October 31, 2022			October 31, 2021
Revenue:
Subscription and services	$	51,749		$	44,659		$	146,467		$	130,161
Product and other		4,930			4,513			13,202			11,640
Total revenue		56,679			49,172			159,669			141,801
Cost of revenue:
Subscription and services		14,070			12,274			39,954			36,939
Product and other		6,689			6,652			18,026			17,231
Total cost of revenue		20,759			18,926			57,980			54,170
Gross profit		35,920			30,246			101,689			87,631
Operating expenses:
Sales and marketing		18,019			15,078			51,602			43,425
Research and development		12,498			9,467			34,115			28,190
General and administrative (1)		8,258			6,080			21,232			17,819
Total operating expenses		38,775			30,625			106,949			89,434
Loss from operations		(2,855	)		(379	)		(5,260	)		(1,803	)
Interest and other income, net		94			53			144			151
Loss before income taxes		(2,761	)		(326	)		(5,116	)		(1,652	)
Income tax (provision) benefit		(49	)		—			1,878			—
Net loss	$	(2,810	)	$	(326	)	$	(3,238	)	$	(1,652	)
Net loss per share of common stock:
Basic and diluted	$	(0.11	)	$	(0.01	)	$	(0.13	)	$	(0.07	)
Weighted-average shares of common stock outstanding:
Basic and diluted		24,608,685			23,619,406			24,373,836			23,348,529
(1) Includes asset impairment related to facilities consolidation as follows:	$	1,402		$	—		$	1,402		$	—

6

OOMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

	Three Months Ended						Nine Months Ended
	October 31, 2022			October 31, 2021			October 31, 2022			October 31, 2021
Cash flows from operating activities:
Net loss	$	(2,810	)	$	(326	)	$	(3,238	)	$	(1,652	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation expense		3,541			3,233			10,383			9,748
Depreciation and amortization of capital expenditures		998			780			2,737			2,328
Amortization of intangible assets		794			326			1,492			978
Amortization of operating lease right-of-use assets		799			699			2,248			2,230
Facilities consolidation charges		1,402			—			1,402			—
Deferred income tax benefit		(90	)		—			(2,133	)		—
Other		8			15			34			39
Changes in operating assets and liabilities:
Accounts receivable, net		(533	)		(1,457	)		440			(1,057	)
Inventories and deferred inventory costs		(977	)		(369	)		(8,135	)		(1,969	)
Prepaid expenses and other assets		1,022			(1,355	)		(1,304	)		(4,362	)
Accounts payable, accrued expenses and other liabilities		(1,446	)		389			1,244			(1,738	)
Deferred revenue		(219	)		(57	)		301			327
Net cash provided by operating activities		2,489			1,878			5,471			4,872
Cash flows from investing activities:
Proceeds from maturities and sales of short-term investments		1,775			4,330			10,900			14,230
Purchases of short-term investments		—			(6,007	)		(3,869	)		(14,866	)
Capital expenditures		(1,095	)		(1,308	)		(3,907	)		(3,050	)
Business acquisition		—			—			(9,771	)		—
Net cash provided by (used in) investing activities		680			(2,985	)		(6,647	)		(3,686	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1,123			959			2,677			2,580
Shares repurchased for tax withholdings on vesting of restricted stock units		(447	)		(479	)		(1,131	)		(1,624	)
Net cash provided by financing activities		676			480			1,546			956
Net increase (decrease) in cash and cash equivalents		3,845			(627	)		370			2,142
Cash and cash equivalents at beginning of period		16,192			20,067			19,667			17,298
Cash and cash equivalents at end of period	$	20,037		$	19,440		$	20,037		$	19,440

7

OOMA, INC.

Reconciliation of Non-GAAP Financial Measures

(Unaudited, amounts in thousands, except percentages, share and per share data)

	Three Months Ended						Nine Months Ended
	October 31, 2022			October 31, 2021			October 31, 2022			October 31, 2021
Revenue	$	56,679		$	49,172		$	159,669		$	141,801
GAAP gross profit	$	35,920		$	30,246		$	101,689		$	87,631
Stock-based compensation and related taxes		242			210			738			795
Amortization of intangible assets		139			73			291			219
Non-GAAP gross profit	$	36,301		$	30,529		$	102,718		$	88,645
Gross margin on a GAAP basis		63	%		62	%		64	%		62	%
Gross margin on a Non-GAAP basis		64	%		62	%		64	%		63	%
GAAP operating loss	$	(2,855	)	$	(379	)	$	(5,260	)	$	(1,803	)
Stock-based compensation and related taxes		3,585			3,306			10,592			10,073
Amortization of intangible assets and acquisition-related costs		1,374			326			2,873			978
Facilities consolidation charges		1,402			—			1,402			—
Non-GAAP operating income	$	3,506		$	3,253		$	9,607		$	9,248
GAAP net loss	$	(2,810	)	$	(326	)	$	(3,238	)	$	(1,652	)
Stock-based compensation and related taxes		3,585			3,306			10,592			10,073
Amortization of intangible assets and acquisition-related costs		1,374			326			2,873			978
Facilities consolidation charges		1,402			—			1,402			—
Acquisition-related income tax benefit		(90	)		—			(2,133	)		—
Non-GAAP net income	$	3,461		$	3,306		$	9,496		$	9,399
GAAP basic and diluted net loss per share	$	(0.11	)	$	(0.01	)	$	(0.13	)	$	(0.07	)
Stock-based compensation and related taxes		0.14			0.14			0.43			0.43
Amortization of intangible assets and acquisition-related costs		0.05			0.01			0.12			0.04
Facilities consolidation charges		0.06			—			0.06			—
Acquisition-related income tax benefit		—			—			(0.09	)		—
Non-GAAP net income per basic share	$	0.14		$	0.14		$	0.39		$	0.40
Non-GAAP net income per diluted share	$	0.14		$	0.13		$	0.38		$	0.38
GAAP weighted-average basic and diluted shares		24,608,685			23,619,406			24,373,836			23,348,529
Non-GAAP weighted-average diluted shares		25,181,210			24,964,822			25,035,092			24,758,489
GAAP net loss	$	(2,810	)	$	(326	)	$	(3,238	)	$	(1,652	)
Reconciling items:
Interest and other income, net		(94	)		(53	)		(144	)		(151	)
Income taxes		49			—			(1,878	)		—
Depreciation and amortization of capital expenditures		998			780			2,737			2,328
Facilities consolidation charges		1,402			—			1,402			—
Amortization of intangible assets and acquisition-related costs		1,374			326			2,873			978
Stock-based compensation and related taxes		3,585			3,306			10,592			10,073
Adjusted EBITDA	$	4,504		$	4,033		$	12,344		$	11,576

8

XML

Document and Entity Information	Nov. 30, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2022
Entity Registrant Name	Ooma, Inc
Entity Central Index Key	0001327688
Entity Emerging Growth Company	false
Entity File Number	001-37493
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1713274
Entity Address, Address Line One	525 Almanor Avenue
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94085
City Area Code	650
Local Phone Number	566-6600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001
Trading Symbol	OOMA
Security Exchange Name	NYSE