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Business Acquisition
9 Months Ended
Oct. 31, 2019
Business Combinations [Abstract]  
Business Acquisition

Note 12:  Business Acquisition

On May 24, 2019, the Company completed its acquisition of Broadsmart Global, Inc. (“Broadsmart”), a provider of cloud-based unified-communications-as-a-service (“UCaaS”) solutions based in Florida. The aggregate fair value consideration transferred for Broadsmart was $7.7 million in cash, of which approximately $0.9 million will be held in escrow for a period of up to two years.

The fair values of assets acquired and liabilities assumed as of the date of acquisition was as follows (in thousands):

 

 

Fair Value

 

Cash

 

$

649

 

Accounts receivable

 

 

1,003

 

Other current and non-current assets

 

 

639

 

Intangible assets

 

 

6,107

 

Goodwill

 

 

366

 

Accounts payable and other liabilities

 

 

(1,043

)

   Net assets acquired

 

$

7,721

 

Intangible assets acquired consisted of customer relationships of $5.8 million and trade names of $0.3 million.  Customer relationships represented the estimated fair values of the underlying relationships with Broadsmart’s customer base and have an estimated useful life of seven years as of the date of acquisition. The goodwill recognized was attributable to the assembled workforce and expanded market opportunities when integrating Broadsmart’s offerings with Ooma Business. The Company made an election under Section 338(h)(10) of the Internal Revenue Code, which resulted in the acquisition being treated as an asset purchase for income tax purposes. Therefore, the transaction did not result in the recording of deferred taxes as the Company's tax basis in the acquired assets equaled its book basis. The resulting goodwill from this acquisition is deductible for U.S. income tax purposes.

The operating results of the acquired company have been included in the Company's consolidated financial statements from the date of acquisition. Actual and pro forma results of operations for the Broadsmart acquisition have not been presented because it did not have a material impact on the Company's consolidated results of operations.

Acquisition-related transaction costs charged to expense during the nine months ended October 31, 2019 were approximately $0.3 million.