8-K

OOMA INC (OOMA)

8-K 2024-12-04 For: 2024-12-04
View Original
Added on April 06, 2026

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):

December 4, 2024

Ooma, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-37493 06-1713274
(State or other jurisdiction<br><br>of incorporation or organization) (Commission<br><br>File Number) (I.R.S. Employer<br><br>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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 December 4, 2024, Ooma, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended October 31, 2024. 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

  • Exhibits.
Exhibit No. Description
99.1 Press release dated December 4, 2024 titled “Ooma Reports Third Quarter Fiscal Year 2025 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: December 4, 2024 By: /s/ Shig Hamamatsu
Shig Hamamatsu
Chief Financial Officer

EX-99.1

Exhibit 99.1

Ooma Reports Fiscal Third Quarter 2025 Financial Results

Sunnyvale, Calif., December 4, 2024 -- Ooma, Inc. (NYSE: OOMA), a smart communications platform for businesses and consumers, today released financial results for the fiscal third quarter ended October 31, 2024.

Fiscal Third Quarter 2025 Financial Highlights:

  • Revenue: Total revenue was $65.1 million, up 9% year-over-year. Subscription and services revenue increased to $60.1 million from $55.9 million in the third quarter of fiscal 2024, and was 92% of total revenue, primarily driven by the growth of Ooma Business and contribution from 2600hz.
  • Net Income/Loss: GAAP net loss was $2.4 million, or $0.09 per basic and diluted share, compared to GAAP net income of $2.3 million, or $0.09 per basic and diluted share, in the third quarter of fiscal 2024. GAAP net income in the third quarter of fiscal 2024 included a tax benefit for the release of a $3.2 million valuation allowance resulting from the recording of certain intangible assets in connection with the acquisition of 2600hz. Non-GAAP net income was $4.6 million, or $0.17 per diluted share, compared to non-GAAP net income of $4.0 million, or $0.15 per diluted share in the prior year period.
  • Adjusted EBITDA: Adjusted EBITDA was $5.7 million, compared to $5.0 million in the third quarter of fiscal 2024.

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 with 13% year over year growth in business subscription and services revenue and another quarter of record levels for Adjusted EBITDA and Cash Flow from Operations,” said Eric Stang, chief executive officer of Ooma. “We made great progress in Q3 not only financially but also competitively, including by signing two large new resale partners for AirDial and enabling the market launch of a previously announced major new customer for 2600hz. We believe our efforts to improve operating expense leverage are starting to take hold, we can secure additional resale partnerships in the coming quarters, and our strong UCaaS, POTS replacement, wholesale, and residential solutions position us well for the future.”

Business Outlook:

For the fourth quarter of fiscal 2025, Ooma expects:

  • Total revenue in the range of $64.6 million to $65.1 million.
  • GAAP net loss in the range of $1.2 million to $1.5 million and GAAP net loss per share in the range of $0.04 to $0.05.
  • Non-GAAP net income in the range of $4.5 million to $4.8 million and non-GAAP net income per share in the range of $0.16 to $0.17.

For the full fiscal year 2025, Ooma expects:

  • Total revenue in the range of $256.3 million to $256.8 million.
  • GAAP net loss in the range of $7.8 million to $8.1 million, and GAAP net loss per share in the range of $0.29 to $0.30.
  • Non-GAAP net income in the range of $16.7 million to $17.0 million, and non-GAAP net income per share in the range of $0.61 to $0.62.

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 fourth fiscal quarter and the fiscal year ending January 31, 2025 (in millions, except per share data):

Projected range
Three Months Ending Fiscal Year Ending
January 31, 2025 January 31, 2025
(unaudited)
GAAP net loss (1.2)-(1.5) (7.8)-(8.1)
Stock-based compensation and related taxes
Amortization of intangible assets
Gain on note conversion )
Restructuring costs
Non-GAAP net income 4.5-4.8 16.7-17.0
GAAP net loss per share (0.04)-(0.05) (0.29)-(0.30)
Stock-based compensation and related taxes
Amortization of intangible assets
Gain on note conversion )
Restructuring costs
Non-GAAP net income per share 0.16-0.17 0.61-0.62
Weighted-average number of shares used in per share amounts:
Basic
Diluted

All values are in US Dollars.

Conference Call Information:

The company will host a conference call and live webcast for analysts and investors at 5:00 p.m., Eastern time on December 4, 2024. The news release with the financial results will be accessible from the company's website prior to the conference call.

To access the call by phone, please visit https://register.vevent.com/register/BI4e08d5a8d646423ba627f67df536483a to register and receive the dial-in details. To avoid delays, Ooma encourages participants to dial into the conference call ten minutes ahead of the scheduled start time. For webcast listening, please visit Ooma’s Events & Presentations page https://investors.ooma.com/news-events/events-presentation for a link.

Following the call, an archived version of the webcast will be available on the Ooma investor relations site at https://investors.ooma.com for 12 months.

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 net income before interest and other income, income taxes, depreciation and amortization of capital expenditures, amortization of intangible assets and acquisition related costs, stock-based compensation and related taxes, litigation costs, restructuring costs, gain on note conversion, and facilities consolidation gain.

Other non-GAAP financial measures exclude stock-based compensation expense and related taxes, amortization of intangible assets, certain non-recurring gains and charges, such as acquisition-related income tax benefits, acquisition-related transaction costs, facilities consolidation gain and gain on note conversion, litigation costs and restructuring costs. 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 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 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 operations and development of new product features; our ability to successfully integrate our acquisitions and to achieve their expected benefits; failure to retain former customers of 2600hz; 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, 2024, filed with the SEC on September 6, 2024. 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.

About Ooma, Inc.

Ooma (NYSE: OOMA) delivers phone, messaging, video and advanced communications services that are easy to implement and provide great value. Founded in 2003, the company offers Ooma Office for small to medium-sized businesses seeking enterprise-grade features designed for their needs; Ooma AirDial for any business looking to replace aging and increasingly expensive copper phone lines; Ooma 2600Hz for businesses that provide their own communications solutions built on an outsourced underlying platform; and Ooma Telo for residential consumers who value a landline experience at a more affordable price point. Ooma’s award-winning solutions power more than 1.2 million users today. Learn more at www.ooma.com or www.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

OOMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, amounts in thousands)

October 31, January 31,
2024 2024
Assets
Current assets:
Cash and cash equivalents $ 17,131 $ 17,536
Accounts receivable, net 8,225 9,864
Inventories 13,177 19,782
Other current assets 16,556 16,497
Total current assets 55,089 63,679
Property and equipment, net 11,586 9,897
Operating lease right-of-use assets 15,329 17,041
Intangible assets, net 23,591 27,952
Goodwill 23,069 23,069
Other assets 20,940 17,615
Total assets $ 149,604 $ 159,253
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 6,764 $ 7,848
Accrued expenses and other current liabilities 27,147 26,586
Deferred revenue 16,952 17,041
Total current liabilities 50,863 51,475
Long-term operating lease liabilities 12,211 13,676
Debt, net of current portion 3,000 16,000
Other liabilities 24 15
Total liabilities 66,098 81,166
Stockholders' equity:
Common stock 5 5
Additional paid-in capital 223,419 211,361
Accumulated other comprehensive loss (1 )
Accumulated deficit (139,918 ) (133,278 )
Total stockholders' equity 83,506 78,087
Total liabilities and stockholders' equity $ 149,604 $ 159,253

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,<br>2024 October 31,<br>2023 October 31,<br>2024 October 31,<br>2023
Revenue:
Subscription and services $ 60,135 $ 55,886 $ 178,090 $ 163,661
Product and other 4,992 3,970 13,665 11,400
Total revenue 65,127 59,856 191,755 175,061
Cost of revenue:
Subscription and services 18,006 15,993 53,120 46,174
Product and other 7,851 6,924 22,550 19,408
Total cost of revenue 25,857 22,917 75,670 65,582
Gross profit 39,270 36,939 116,085 109,479
Operating expenses:
Sales and marketing 19,223 17,912 57,960 54,744
Research and development 14,234 12,540 41,667 36,261
General and administrative 8,099 7,505 23,077 20,094
Total operating expenses 41,556 37,957 122,704 111,099
Loss from operations (2,286 ) (1,018 ) (6,619 ) (1,620 )
Interest and other income, net 14 267 834 1,214
Loss before income taxes (2,272 ) (751 ) (5,785 ) (406 )
Income tax (provision) benefit (92 ) 3,036 (855 ) 2,636
Net (loss) income $ (2,364 ) $ 2,285 $ (6,640 ) $ 2,230
Net (loss) income per share of common stock:
Basic and diluted $ (0.09 ) $ 0.09 $ (0.25 ) $ 0.09
Weighted-average shares of common stock outstanding:
Basic 26,837,594 25,469,997 26,547,389 25,458,063
Diluted 26,837,594 25,990,264 26,547,389 26,052,180

OOMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

Three Months Ended Nine Months Ended
October 31,<br>2024 October 31,<br>2023 October 31,<br>2024 October 31,<br>2023
Cash flows from operating activities:
Net (loss) income $ (2,364 ) $ 2,285 $ (6,640 ) $ 2,230
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Stock-based compensation expense 4,517 3,714 13,475 10,838
Depreciation and amortization of capital expenditures 1,070 1,041 3,143 3,230
Amortization of intangible assets 1,406 793 4,361 2,226
Amortization of operating lease right-of-use assets 774 757 2,291 2,217
Gain on note conversion (980 )
Facilities consolidation gain (956 )
Other 39 147 (5 )
Changes in operating assets and liabilities:
Accounts receivable, net (36 ) (422 ) 1,639 (1,903 )
Inventories and deferred inventory costs 2,087 1,324 6,614 4,671
Prepaid expenses and other assets (959 ) (746 ) (2,530 ) (2,231 )
Accounts payable, accrued expenses and other liabilities 1,723 (3,161 ) (2,676 ) (10,057 )
Deferred revenue (165 ) (422 ) (80 ) (261 )
Net cash provided by operating activities 8,092 1,929 18,764 6,765
Cash flows from investing activities:
Capital expenditures (1,560 ) (1,366 ) (4,752 ) (4,884 )
Proceeds from maturities and sales of short-term investments 500 2,750
Business acquisition, working capital adjustments (29,210 ) (28,910 )
Net cash used in investing activities (1,560 ) (30,076 ) (4,752 ) (31,044 )
Cash flows from financing activities:
Proceeds from issuance of common stock 1,867 776 3,451 2,725
Shares repurchased for tax withholdings on vesting of restricted stock units (1,192 ) (435 ) (2,816 ) (1,410 )
Payments for repurchases of common stock (1,161 ) (2,052 )
Repayments of long-term debt (5,500 ) (13,000 )
Proceeds from issuance of long-term debt 18,000 18,000
Credit facility issuance costs (301 ) (301 )
Net cash (used in) provided by financing activities (5,986 ) 18,040 (14,417 ) 19,014
Net increase (decrease) in cash and cash equivalents 546 (10,107 ) (405 ) (5,265 )
Cash and cash equivalents, at beginning of period 16,585 28,979 17,536 24,137
Cash and cash equivalents, at end of period $ 17,131 $ 18,872 $ 17,131 $ 18,872

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,<br>2024 October 31,<br>2023 October 31,<br>2024 October 31,<br>2023
Revenue $ 65,127 $ 59,856 $ 191,755 $ 175,061
GAAP gross profit $ 39,270 $ 36,939 $ 116,085 $ 109,479
Stock-based compensation and related taxes 248 260 806 780
Amortization of intangible assets and acquisition-related costs 708 173 2,266 365
Restructuring costs 39 39
Non-GAAP gross profit $ 40,265 $ 37,372 $ 119,196 $ 110,624
Gross margin on a GAAP basis 60 % 62 % 61 % 63 %
Gross margin on a Non-GAAP basis 62 % 62 % 62 % 63 %
GAAP operating loss $ (2,286 ) $ (1,018 ) $ (6,619 ) $ (1,620 )
Stock-based compensation and related taxes 4,575 3,766 13,710 11,056
Amortization of intangible assets and acquisition-related costs 1,406 1,201 4,361 2,634
Litigation costs 75 170 300
Restructuring costs 869 1,579
Facilities consolidation gain (956 )
Non-GAAP operating income $ 4,639 $ 3,949 $ 13,201 $ 11,414
GAAP net (loss) income $ (2,364 ) $ 2,285 $ (6,640 ) $ 2,230
Stock-based compensation and related taxes 4,575 3,766 13,710 11,056
Amortization of intangible assets and acquisition-related costs 1,406 1,201 4,361 2,443
Litigation costs 75 170 300
Restructuring costs 869 1,579
Gain on note conversion (980 )
Acquisition-related income tax benefit (3,234 ) (3,234 )
Facilities consolidation gain (956 )
Non-GAAP net income $ 4,561 $ 4,018 $ 12,200 $ 11,839
GAAP diluted net (loss) income per share $ (0.09 ) $ 0.09 $ (0.25 ) $ 0.09
Stock-based compensation and related taxes 0.17 0.13 0.51 0.42
Amortization of intangible assets and acquisition-related costs 0.05 0.05 0.16 0.09
Litigation costs 0.01 0.01 0.01
Restructuring costs 0.03 0.06
Gain on note conversion (0.04 )
Acquisition-related income tax benefit (0.12 ) (0.12 )
Facilities consolidation gain (0.04 )
Non-GAAP net income per basic share $ 0.17 $ 0.15 $ 0.45 $ 0.45
Non-GAAP net income per diluted share $ 0.17 $ 0.15 $ 0.45 $ 0.45
GAAP weighted-average basic shares 26,837,594 25,469,997 26,547,389 25,458,063
GAAP weighted-average diluted shares 26,837,594 25,990,264 26,547,389 26,052,180
Non-GAAP weighted-average diluted shares 27,395,079 25,990,264 27,006,510 26,052,180
GAAP net (loss) income $ (2,364 ) $ 2,285 $ (6,640 ) $ 2,230
Reconciling items:
Interest and other (income) expense, net (14 ) (267 ) 146 (1,214 )
Income tax provision (benefit) 92 (3,036 ) 855 (2,636 )
Depreciation and amortization of capital expenditures 1,070 1,041 3,143 3,230
Amortization of intangible assets and acquisition-related costs 1,406 1,201 4,361 2,634
Stock-based compensation and related taxes 4,575 3,766 13,710 11,056
Litigation costs 75 170 300
Restructuring costs 869 1,579
Gain on note conversion (980 )
Facilities consolidation gain (956 )
Adjusted EBITDA $ 5,709 $ 4,990 $ 16,344 $ 14,644