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Business Acquisition | 6 Months Ended
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Jul. 31, 2022
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. (dba “OnSIP”), a provider of cloud-based phone and unified communications services for small and mid-size businesses in the U.S. The Company believes the acquisition of OnSIP will accelerate overall growth of Ooma Business. T he aggregate fair value consideration transferred for OnSIP was $9.8 million in cash, subject to customary working capital adjustments. The Company has included the financial results of OnSIP in the condensed consolidated financial statements from the date of acquisition, which for the three and six months ended July 31, 2022 were not material. The following table summarizes the preliminary purchase price allocation (in thousands):
|  | Fair Value
Accounts receivable |  | $ | 255
Operating lease right-of-use asset |  |  | 1,401
Other current and non-current assets |  |  | 452
Intangible assets |  |  | 8,180
Goodwill |  |  | 4,431
Accounts payable and other liabilities |  |  | (1,448)
Deferred tax liability |  |  | (2,043)
Operating lease liability |  |  | (1,401)
Total purchase consideration |  | $ | 9,827
Intangible assets acquired primarily consisted of customer relationships of $7.7 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 fair values assigned to tangible assets acquired and liabilities assumed were based on management’s estimates and assumptions and may be subject to change as additional information is received and certain working capital adjustments to the purchase consideration are finalized. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain liabilities assumed, legal and other contingencies as of the acquisition date, income taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. On a pro forma basis, had the OnSIP acquisition been included in the Company's consolidated results of operations beginning February 1, 2021, the Company’s total revenue would have approximated $55.5 million and $50.3 million for the three months ended July 31, 2022 and 2021, respectively, and approximated $109.1 million and $99.1 million for the six months ended July 31, 2022 and 2021, respectively. These pro forma revenue amounts do not necessarily represent what would have occurred if the business combination had taken place on February 1, 2021, nor do these amounts represent the results that may occur in the future. Pro forma net income (losses) for the OnSIP acquisition have not been presented because the impact was not material to the consolidated statements of operations. Acquisition-related transaction costs charged to general and administrative expense during the three and six months ended July 31, 2022 were approximately $0.8 million.

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