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Business Acquisition
3 Months Ended
Apr. 30, 2023
Business Acquisitions And Divestitures Abstract  
Business Acquisition

Note 13: Business Acquisition

On July 22, 2022, the Company acquired all outstanding stock of Junction Networks, Inc., which does business as OnSIP, a provider of cloud-based phone and unified communications services for small and medium-sized businesses in the U.S. The Company believes the acquisition of OnSIP will accelerate overall growth of Ooma Business. The final aggregate fair value consideration transferred for OnSIP was $9.5 million.

In the second quarter of fiscal 2023, the Company paid a base purchase price for OnSIP of $9.8 million, subject to customary working capital adjustments. As of January 31, 2023, the Company recorded a $0.3 million receivable from the seller for the agreed-upon working capital adjustments between the base purchase price of $9.8 million and the final purchase price of $9.5 million.

During first fiscal quarter of fiscal 2024, the Company received $0.3 million from the seller which is recorded in investing activities in the Company’s condensed consolidated statements of cash flows.

The following table summarizes the final purchase price allocation, as adjusted (in thousands):

 

 

Fair Value

Accounts receivable

 

$

255

Operating lease right-of-use asset

 

 

1,401

Other current and non-current assets

 

 

465

Intangible assets

 

 

8,540

Goodwill

 

 

4,391

Accounts payable and other liabilities

 

 

(2,048)

Deferred tax liability

 

 

(2,133)

Operating lease liability

 

 

(1,401)

Total purchase consideration

 

$

9,471

Intangible assets acquired primarily consisted of customer relationships of $8.0 million, which represented the estimated fair values of the underlying relationships with OnSIP’s customer base and have an estimated useful life of five years as of the date of acquisition. The goodwill recognized was primarily attributable to the assembled workforce and is not expected to be deductible for income tax purposes.

The Company believes it is not practicable to separately identify earnings of OnSIP on a stand-alone basis due to the integrated nature of the Company's operations. On a pro forma basis, had the OnSIP acquisition been included in the Company's consolidated results of operations beginning February 1, 2022, the Company’s total revenue would have approximated $53.5 million for the three months ended April 30, 2022. These pro forma revenue amounts do not necessarily represent what would have occurred if the business combination had taken place on February 1, 2022, nor do these amounts represent the results that may occur in the future. Pro forma net income (losses) have not been presented because the impact was not material to the consolidated statements of operations.