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Acquisitions and Divestitures
12 Months Ended
Jan. 31, 2019
Business Acquisitions And Divestitures [Abstract]  
Acquisitions and Divestitures

Note 12:  Acquisitions and Divestitures

 

Acquisition of Voxter, Inc.

On March 12, 2018, the Company completed its acquisition of Voxter, a privately-held provider of UCaaS offerings for mid-market and enterprise businesses.

The acquisition date fair value consideration transferred for Voxter was approximately $3.9 million, which consisted of the following (in thousands):

 

 

Fair Value

 

Cash paid at closing

$

2,510

 

Common stock issued at closing

 

390

 

Holdback payable (1)

 

780

 

Contingent consideration (2)

 

231

 

Total

$

3,911

 

 

(1) Amounts to be paid in cash after a one-year holdback period.

(2) Fair value of deferred earn-out payments ($0.8 million gross) contingent upon the achievement of certain performance targets.

The final purchase price allocation included identifiable intangible assets of approximately $2.1 million, net assets acquired of approximately $0.4 million, deferred tax liabilities of approximately $0.4 million and residual goodwill of approximately $2.0 million, based on the best estimates of management. See Note 5: Goodwill and Acquired Intangible Assets above. Acquisition-related transaction costs charged to expense during fiscal 2019 were $0.4 million. The goodwill recognized was attributable primarily to expected synergies in the acquired technologies that may be leveraged by the Company in future Ooma Business offerings. Goodwill is not expected to be deductible for U.S. or Canadian 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 Voxter acquisition have not been presented because it does not have a material impact on the Company's consolidated results of operations.

Acquisition of Butterfleye, Inc.

On December 14, 2017, the Company completed its acquisition of Butterfleye, Inc., a privately-held company that offers intelligent, wire-free security cameras. The fair value of consideration transferred included $1.5 million cash as well as deferred earnout payments contingent upon the achievement of certain performance targets during the Company’s fiscal 2019. The fair market value and gross amount of the earn-out payments were estimated to be approximately $0.3 million and $0.9 million, respectively, at the time of acquisition (see Note 4: Fair Value Measurements above for additional information regarding fair value).

The final purchase price allocation included identifiable intangible assets of approximately $1.1 million, net liabilities assumed of approximately $0.1 million and residual goodwill of approximately $0.8 million, based on the best estimates of management. See Note 5: Goodwill and Acquired Intangible Assets above. Acquisition-related transaction costs charged to expense were not material. The goodwill recognized was attributable primarily to expected synergies in the acquired technologies that may be leveraged by the Company in future home security product offerings. Goodwill is not expected to be 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 Butterfleye acquisition have not been presented because it does not have a material impact on the Company's consolidated results of operations.

Sale of Business Promoter

On August 15, 2017, the Company completed the sale of its Business Promoter service to a third-party entity. The Company did not receive any cash proceeds nor did it recognize any losses or gains from this transaction. The Company is entitled to receive a quarterly earn-out for the next five years up to a maximum of $4.5 million, subject to certain quarterly thresholds. During fiscal 2019 and 2018, the Company recorded earn-outs of approximately $0.3 million and $0.2 million, respectively, as a reduction to general and administrative expense in its consolidated statement of operations.