The following discussion should be read in conjunction with our consolidated
financial statements and the related notes to those statements included
elsewhere in this Form 10-K. In addition to historical financial information,
the following discussion contains forward-looking statements that involve risks,
uncertainties and assumptions. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of many
factors, including those discussed under "Risk Factors" and elsewhere in this
Form 10-K. The last day of our fiscal year is January 31, and we refer to our
fiscal year ended January 31, 2020 as fiscal 2020, our fiscal year ended
January 31, 2019 as fiscal 2019 and our fiscal year ended January 31, 2018 as
fiscal 2018. All other references to years are references to calendar years.

This section of this Form 10-K generally discusses fiscal 2020 and 2019 items
and year-to-year comparisons between fiscal 2020 and 2019. Discussion regarding
our financial condition and results of operations for fiscal 2019 as compared
to 2018 is included in Item 7 of our Annual Report on Form 10-K for the year
ended January 31, 2019, filed with the SEC on April 3, 2019.




Executive Overview

Ooma creates powerful connected experiences for businesses and consumers. Our
smart cloud-based SaaS and UCaaS platforms serve as a communications hub, which
offers cloud-based communications solutions, smart security and other connected
services. Our business and residential solutions deliver our proprietary
PureVoice high-definition voice quality, advanced functionality and integration
with mobile devices, at competitive pricing and value. Our platforms help create
smart workplaces and homes by providing communications, monitoring, security,
automation, productivity and networking infrastructure applications.

We drive the adoption of our platforms by providing communications solutions to
the large and growing markets for business, residential and mobile users, and
then accelerate growth by offering new and innovative connected services to our
user base. Our customers adopt our platforms by making a one-time purchase or
rental of one of our on-premise appliances, connecting the appliance to the
internet, and activating services, for which they primarily pay on a monthly
basis. We believe we have achieved high levels of customer retention and loyalty
by delivering exceptional quality and customer satisfaction.

We generate subscription and services revenue by selling subscriptions and other
services for our communications services, as well as other connected services.
We generate our product and other revenue from the sale of our on-premise
appliances and our end-point devices, as well as from porting fees to enable
customers to transfer their existing phone numbers to the Ooma service. We
primarily offer our solutions in the U.S. and Canada.

In May 2019, we acquired Broadsmart Global, Inc. ("Broadsmart"), a provider of
cloud-based UCaaS solutions for a gross purchase price of $7.7 million.
Broadsmart is expected to provide scale for our Ooma Office and Ooma Enterprise
platforms, which aligns with our overall enterprise growth strategy. (See Note
12: Business Acquisitions in the notes to the consolidated financial
statements.)

We refer to Ooma Office and Ooma Enterprise collectively as Ooma Business. Ooma
Residential includes Ooma Telo basic and premier services as well as our Smart
Security solutions.

See Item 1. Business above for additional information regarding our business, products and services, competitive market and regulatory matters.


                          Ooma | FY2020 Form 10-K | 40

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Fiscal 2020 Financial Performance

• Total revenue was $151.6 million, up 17% year-over-year, primarily driven

by the growth of Ooma Business. We have grown our core users 13% from

approximately 929,000 as of January 31, 2018 to approximately 1,048,000 as

of January 31, 2020.

• Subscription and services revenue has increased as a percentage of our

total revenue over the last three years, from approximately 89% in fiscal

2018 to 92% in fiscal 2020. We expect subscription and services revenue to

continue to increase for the foreseeable future.

• Subscription and services revenue from Ooma Business and Ooma Residential

grew 61% and 4% year-over-year, respectively.




  • Total gross margin was 59%, comparable to 59% in fiscal 2019 and 2018.


   •   Net loss was $18.8 million, compared to losses of $14.6 million in fiscal

2019 and $13.1 million in fiscal 2018, reflecting continued investments in

operations and $3.1 million in total restructuring charges associated with


       the discontinuation of Ooma Smart Cam in October 2019 and a small
       reduction-in-force.

• Non-GAAP net loss was $0.7 million, compared to losses of $3.0 million in

fiscal 2019 and $1.6 million fiscal 2018.

• Adjusted EBITDA was $1.0 million, compared to ($1.9) million in fiscal 2019

and ($0.2) million in fiscal 2018.

• As of January 31, 2020, we had total cash, cash equivalents and short-term

investments of $26.1 million, compared to $42.6 million as of January 31,

2019. Cash usage reflects our investments in operating expenses to execute

on our growth initiatives.

Key Factors Affecting Our Performance



Our historical financial performance and key business metrics have been, and we
expect that our financial performance and key business metrics in the future
will be, primarily driven by the following factors.

Core user growth. Our growth in the number of core users, a key business metric
defined below, is a key indicator of our market penetration, the growth of our
business and our anticipated future subscription and services revenue,
especially Ooma Business.

Low core user churn. We believe that maintaining our current low core user churn
is an important factor in our ability to continue to improve our financial
performance and is a distinguishing advantage over many of our competitors. We
focus on providing high-quality services and support to our users so they are
motivated to remain with us. Our core user churn rate is higher for Ooma
Business customers than Ooma Residential customers, which is driven in part by
the failure rate of small businesses. Accordingly, we expect that our overall
core user churn rate will increase as sales of our business products increase
relative to sales of residential products.

Growth in additional services. We believe that there is significant opportunity
for us to increase the additional subscription and services that our customers
purchase from us in both the business and residential markets. Customers who
purchase additional subscription and services from us generate more value to
Ooma over the life of our customer relationship. In order to drive adoption of
additional services, we will need to continue to enhance our existing solutions
and develop new connected services. For example, we continue to invest in Ooma
Business to launch additional features.

Investing in long-term revenue growth. We believe that our total addressable
market opportunity is large and we intend to continue investing in sales and
marketing to grow our user base. However, we expect the markets in which we
conduct our business will remain highly competitive. We recently entered the
home security market and face significant competition from incumbent providers
promoting their own offerings. We also expect to continue investing in research
and development to enhance our platforms and develop additional connected
services. We may evaluate additional possible acquisitions of businesses,
products and technologies that are complementary to our business.

Looking Ahead to Fiscal 2021. In the year ahead, we plan to continue to execute
on our growth initiatives and drive long-term revenue growth. However, the
extent of the recent COVID-19 pandemic and its impact on our operations is
uncertain. A prolonged pandemic could adversely impact the efficiency and
effectiveness of our organization, further impact our global supply chain
network, result in delays or decreases in customer collections, reduce demand
for our products and services, increase churn, and inhibit our sales efforts,
any of which would materially impact our revenues, results of operations, cash
flows and liquidity. For more information on risks associated with the COVID-19
pandemic, please see "Risk Factors" in Item 1A.

                          Ooma | FY2020 Form 10-K | 41

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Key Business Metrics

We review the key metrics below to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. The following table sets forth our key metrics for each of the periods indicated (in thousands, except percentages):





                                                               As of January 31,
                                                       2020          2019          2018
          Core users                                     1,048           976           929
          Annualized exit recurring revenue (AERR)   $ 143,190     $ 119,102     $ 102,992
          Net dollar subscription retention rate           100 %          99 %         101 %
          Adjusted EBITDA                            $     966     $  (1,859 )   $    (217 )




Core Users increased 7% year-over-year, which was primarily driven by growth in
business users. We believe that the number of our core users is an indicator of
our market penetration, the growth of our business and our anticipated future
subscription and services revenue. We define our core users as the number of
active residential user accounts and office user extensions. We believe that the
relationship that we establish with our core users positions us to sell
additional premium communications services and other new connected services to
them.

Annualized Exit Recurring Revenue grew 20% year-over-year due to an increase in
the average revenue per core user, which was largely driven by an increase in
business users. We believe that AERR is an indicator of recurring subscription
and services revenue for near-term future periods. We estimate our AERR by
dividing our recurring quarterly subscription revenue (excluding Talkatone
revenue) by the average number of core users each quarter, and annualize by
multiplying by four. We then multiply that result by the number of core users at
the end of the period to calculate AERR.

Net Dollar Subscription Retention Rate was 100% for fiscal 2020, driven by
growth in average revenue per user and retention rate. We believe that our net
dollar subscription retention rate provides insight into our ability to retain
and grow our subscription and services revenue, and is an indicator of the
long-term value of our customer relationships and the stability of our revenue
base. It measures the percentage year-over-year change in our recurring
subscription revenue per core user (excluding Talkatone revenue), which is then
adjusted by factoring in the percentage of our core users we have retained
during the same period. Our net dollar subscription retention rate is affected
by changes in average amounts that our core users pay to us, fluctuations in the
number of our core users, and our core user churn rate.

We calculate our estimated net dollar subscription retention rate for our core users by multiplying:

(i) our year-over-year percentage change in annual recurring revenue per core

user, which is calculated by:

? determining the annual recurring revenue per core user by dividing annual

recurring revenue for the period ended by the number of core users at the

end of that particular period; and

? calculating the year-over-year percentage change in annual recurring

revenue per core user by dividing the current period recurring revenue per


        core user by the annual recurring revenue per core user for the same
        period in the prior year.


by:

(ii) our core user annual retention rate, which is calculated by:

? determining our core user churn, by identifying the number of paying core

users who terminate service during a month, excluding infant churn, which

we define as office extensions and home users who terminate service prior

to the end of the second full calendar month after their activation date;

? calculating our monthly churn rate by dividing our churn in a month by the

number of core users at the beginning of that month; and

? calculating our annual retention rate as one minus the sum of our monthly

churn rates for the preceding 12-month period.

Adjusted EBITDA



In addition, we use Adjusted EBITDA (Earnings Before Interest Tax and
Depreciation and Amortization) to manage our business, evaluate our performance
and make planning decisions. We consider this measure to be a useful measure of
our operating performance, because it contains adjustments for unusual events or
factors that do not directly affect what management considers being the core
operating performance, and are used by our management for that purpose. We also
believe this measure enables us to better evaluate our performance by
facilitating a meaningful comparison of our 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 with competitors.
Adjusted EBITDA represents net income (loss) before interest and other income,
non-cash income tax benefit, depreciation and amortization, stock-based
compensation and

                          Ooma | FY2020 Form 10-K | 42

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related taxes, amortization of acquired intangible assets and other
acquisition-related charges, restructuring charges and certain litigation costs
that are not representative of the ordinary course of our business. (See Note
15: Restructuring Charges in the notes to the consolidated financial
statements.)

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Adjusted EBITDA does not consider any expenses for assets being depreciated

and amortized that are necessary to our business;

• Adjusted EBITDA does not consider the impact of non-cash income tax benefits,


    stock-based compensation and related taxes, amortization of acquired
    intangible assets and other acquisition-related charges, restructuring
    charges and certain litigation costs that are not recurring in nature;

• Adjusted EBITDA does not reflect other non-operating expenses, net of other

non-operating income, including net interest and other income/expense; and

• other companies, including companies in our industry, may calculate Adjusted

EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results.



The following table provides a reconciliation of net loss (the most directly
comparable GAAP financial measure) to Adjusted EBITDA for each of the periods
indicated (in thousands):

                                                     Fiscal Year Ended January 31,
                                                  2020            2019            2018
GAAP net loss                                 $    (18,801 )   $   (14,572 )   $   (13,121 )
Reconciling items:
Interest and other income, net                        (780 )          (830 )          (603 )
Income tax benefit                                    (130 )          (384 )             -
Depreciation and amortization of capital
expenditures                                         2,548           2,269  

1,958


Stock-based compensation and related
taxes                                               13,149          10,695  

11,118


Restructuring charges                                3,085               -               -
Amortization of acquired intangible
assets and acquisition-related costs                 1,289             821             431
Litigation costs                                       606             142               -
Adjusted EBITDA                               $        966     $    (1,859 )   $      (217 )



                          Ooma | FY2020 Form 10-K | 43

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Components of Results of Operations

Revenue



Subscription and services revenue is derived primarily from recurring
subscription fees related to service plans such as Ooma Business, Ooma
Residential and other communications services, and to a lesser extent from
payments associated with our Talkatone mobile application, prepaid international
calls and installation-related services. We expect our subscription and services
revenue to grow as we expand our core user base, driven primarily by growth in
Ooma Business.

Product and other revenue consists primarily of sales of our on-premise
appliances and end-point devices used in connection with our services, including
shipping and handling fees for our direct customers, and to a lesser extent from
porting fees we charge our customers to enable them to transfer their existing
phone numbers to Ooma Business or Residential. We expect our product and other
revenue to slightly decline on a year-over-year basis.

Cost of revenue and gross margin



Cost of subscription and services revenue includes payments made for third-party
network operations and telecommunications services, Federal USF contributions,
credit card processing fees, costs to maintain third-party data centers,
including co-location fees for the right to place our servers in third-party
data centers, depreciation and maintenance of servers and equipment, personnel
costs associated with customer care and network operations support, and
allocated costs of facilities and information technology.

Cost of product and other revenue includes the costs associated with the manufacturing of our on-premise appliances and end-point devices, as well as personnel costs for employees and contractors, costs related to porting our customers' phone numbers to our service, shipping and handling costs, and allocated costs of facilities and information technology.



Subscription and services gross margin may fluctuate from period-to-period based
on the interplay of a number of factors, including the costs we pay to
third-party telecommunications providers, the timing of capital expenditures and
related depreciation charges, and changes in our headcount. We expect our
subscription and services gross margin to increase over the long-term, primarily
as we get scale efficiencies and as our business revenue becomes a larger
portion of total subscription revenue.

Product and other gross margin may fluctuate from period-to-period based on a
number of factors, including total units shipped during a period as compared to
the direct costs of production and relatively fixed personnel costs incurred
during the period, as well as potential changes in tariffs imposed on imported
product. We sell our on-premise appliances at an aggressive price point to
facilitate the adoption of our platforms and services. We expect our product and
other gross margin to continue to be negative for the foreseeable future.

Our subscription and services gross margin is significantly higher than product
and other gross margin. As a result, any significant change in the mix between
subscription and services revenue and product and other revenue will cause our
total gross margin to change. For example, in periods where we sell
significantly more on-premise appliances, we would expect our total gross margin
to be impacted.

Operating expenses

Sales and marketing expenses are the largest component of our operating expenses
and consist primarily of personnel costs for employees and contractors directly
associated with sales and marketing activities; internet, television, radio
advertising fees; public relations expenses; amortization of sales commissions
we pay to internal sales personnel, third-party sales entities and resellers;
trade show expenses; travel expenses; marketing and promotional activities and
allocated costs of facilities and information technology. We expect our sales
and marketing expenses to increase in absolute dollars as we continue to grow
our business.

Research and development expenses are focused on developing new and expanded
features for our services and improvements to our platforms and backend
architecture. Research and development is expensed as incurred and consists
primarily of personnel costs for employees and contractors, allocated costs of
facilities and information technology, software tools and product certification.
We expect our research and development expenses to decrease in both absolute
dollars and as a percentage of revenue in the short-term.

General and administrative expenses consist of personnel costs for our finance,
legal, human resources and other administrative employees and contractors. In
addition, it includes professional service fees, legal fees, acquisition-related
transaction costs and earn-outs, and allocated costs of facilities and
information technology. We expect our general and administrative expenses to
remain relatively flat as a percentage of total revenue.

                          Ooma | FY2020 Form 10-K | 44

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Consolidated Results of Operations

The tables in this section set forth selected consolidated statements of operations data for each of the periods indicated (dollars in thousands):



                                                         Fiscal Year Ended January 31,
                                                        2020          2019          2018
                  Revenue:
                  Subscription and services          $  139,499     $ 116,429     $ 101,999
                  Product and other                      12,094        12,802        12,491
                  Total revenue                         151,593       129,231       114,490

                  Cost of revenue:
                  Subscription and services              43,748        36,108        31,406
                  Product and other                      18,464        16,632        14,992
                  Total cost of revenue                  62,212        52,740        46,398
                  Gross profit                           89,381        76,491        68,092

                  Operating expenses:
                  Sales and marketing                    50,497        40,761        37,302
                  Research and development               37,770        33,903        29,328
                  General and administrative             20,825        17,613        15,186
                  Total operating expenses              109,092        92,277        81,816
                  Loss from operations                  (19,711 )     (15,786 )     (13,724 )
                  Interest and other income, net            780           830           603
                  Loss before income taxes              (18,931 )     (14,956 )     (13,121 )
                  Income tax benefit                        130           384             -
                  Net loss                           $  (18,801 )   $ (14,572 )   $ (13,121 )

Costs and expenses included stock-based compensation expense and related payroll taxes as follows (in thousands):



                                                        Fiscal Year Ended January 31,
                                                       2020            2019         2018
 Cost of revenue                                    $    1,311       $    957     $  1,129
 Sales and marketing                                     2,004          1,501        1,857
 Research and development                                4,773          3,906        4,046
 General and administrative                              5,061          4,331        4,086

Total stock-based compensation and related taxes $ 13,149 $ 10,695 $ 11,118









                          Ooma | FY2020 Form 10-K | 45

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Revenue

                                Fiscal Year Ended January 31,                            Change
                               2020          2019          2018          2020 vs. 2019           2019 vs. 2018
Revenue:
Subscription and services   $  139,499     $ 116,429     $ 101,999     $    23,070     20 %    $    14,430     14 %
Product and other               12,094        12,802        12,491            (708 )   (6 )%           311      2 %
Total revenue               $  151,593     $ 129,231     $ 114,490     $    22,362     17 %    $    14,741     13 %
Percentage of revenue:
Subscription and services           92 %          90 %          89 %
Product and other                    8 %          10 %          11 %
Total                              100 %         100 %         100 %



Fiscal 2020 Compared to Fiscal 2019

We derived approximately 58% and 68% of our total revenue from Ooma Residential and approximately 39% and 28% from Ooma Business in fiscal 2020 and 2019, respectively.



Subscription and services revenue increased $23.1 million or 20% year-over-year,
primarily driven by a 7% increase in our core users and an increase in the
average revenue per user associated with the growth of Ooma Business.
Year-over-year revenue growth reflected a combined 21% increase in subscription
and services revenue from Ooma Business and Ooma Residential that was offset in
part by a decline in revenue from Talkatone.

Product and other revenue decreased $0.7 million or 6% year-over-year, primarily
driven by a decline in sales of Ooma Residential accessories, reflecting the
discontinuation of Smart Cam in the third quarter of fiscal 2020, that was
offset in part by growth in Ooma Business products.

Cost of Revenue and Gross Margin



                                 Fiscal Year Ended January 31,                            Change
                               2020           2019           2018           2020 vs. 2019         2019 vs. 2018
Cost of revenue:
Subscription and services   $   43,748      $  36,108      $  31,406      $    7,640     21 %   $    4,702     15 %
Product and other               18,464         16,632         14,992           1,832     11 %        1,640     11 %
Total cost of revenue       $   62,212      $  52,740      $  46,398      $    9,472     18 %   $    6,342     14 %
Gross margin:
Subscription and services           69 %           69 %           69 %
Product and other                  (53 )%         (30 )%         (20 )%
Total                               59 %           59 %           59 %


Fiscal 2020 Compared to Fiscal 2019



Subscription and services gross margin of 69% was flat year-over-year. Cost of
subscription and services revenue for fiscal 2020 increased $7.6 million or 21%
year-over-year, primarily driven by a $3.5 million increase in employee and
consultant related costs, including travel and customer installation-related
costs, as well as a $3.3 million increase in telecom and network infrastructure
costs, a $0.3 million increase in credit card processing fees and increases in
other expenses. Overall, the year-over-year increase in the cost of subscription
and services reflects both organic and acquisition-related growth of our
business.

Product and other revenue gross margin of negative 53% decreased year-over-year
from negative 30% due to restructuring charges of $2.1 million for excess
inventory, non-cancelable purchase commitments and impaired intangible assets
related to the discontinuation of Ooma Smart Cam in October 2019.


                          Ooma | FY2020 Form 10-K | 46

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Operating Expenses

                                  Fiscal Year Ended January 31,                            Change
                                2020            2019          2018          2020 vs. 2019          2019 vs. 2018
Sales and marketing          $    50,497      $  40,761     $  37,302     $     9,736     24 %   $     3,459      9 %
Research and development          37,770         33,903        29,328           3,867     11 %         4,575     16 %
General and administrative        20,825         17,613        15,186           3,212     18 %         2,427     16 %
Total operating expenses     $   109,092      $  92,277     $  81,816     $    16,815     18 %   $    10,461     13 %

Fiscal 2020 Compared to Fiscal 2019



Sales and Marketing. Sales and marketing expenses for fiscal 2020 increased $9.7
million or 24% year-over-year, primarily due to a $4.5 million increase in
employee and consultant related costs, driven by higher headcount, as well as a
$3.0 million increase in commissions expense, a $0.7 million increase in
marketing activities and a $0.6 million increase in intangible amortization
associated with acquired Broadsmart customer relationships. Overall, the
year-over-year increase in sales and marketing reflects our strategy to drive
continued growth in Ooma Business.

Research and Development. Research and development expenses for fiscal 2020
increased $3.9 million or 11% year-over-year, primarily due to a $2.5 million
increase in employee and consultant related costs, driven by higher headcount, a
$0.6 million increase in non-recurring engineering and license costs, and $0.6
million incurred for severance and other charges associated with our October
2019 restructuring actions.

General and Administrative. General and administrative expenses for fiscal 2020
increased $3.2 million or 18% year-over-year, primarily reflecting a $1.6
million increase in employee and consultant related costs, driven by higher
headcount, as well as a $0.8 million increase in litigation costs and a $0.2
million increase in software and license fees. The increase in litigation costs
were primarily driven by legal proceedings that are not representative of the
ordinary course of our business.

Income Taxes



We recorded an income tax benefit of $0.1 million and $0.4 million for fiscal
years 2020 and 2019, respectively, primarily associated with our acquisition of
Voxter. We did not record a provision or benefit for income taxes in fiscal year
2018. We continue to maintain a full valuation allowance against our deferred
tax assets. See Note 10: Income Taxes in the notes to our consolidated financial
statements.


                          Ooma | FY2020 Form 10-K | 47

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Non-GAAP Financial Measures



In addition to disclosing financial measures prepared in accordance with GAAP,
this Form 10-K contains certain non-GAAP financial measures, including non-GAAP
net loss and Adjusted EBITDA (see above). These non-GAAP financial measures
exclude non-cash stock-based compensation expense and related taxes,
amortization of acquired intangible assets and other acquisition-related
charges, restructuring charges and certain litigation costs that are not
representative of the ordinary course of our business.

These non-GAAP financial measures are presented to provide investors with
additional information regarding our financial results and core business
operations. We consider 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 our core operating performance, and are used by our management
for that purpose. We also believe that these non-GAAP financial measures allow
for a better evaluation of our performance by facilitating a meaningful
comparison of our 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 our 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.

For additional information and reconciliations of our Adjusted EBITDA, see "Key
Business Metrics" above. Reconciliations of our GAAP and non-GAAP net loss were
as follows (in thousands):

                                                     Fiscal Year Ended January 31,
                                                  2020            2019            2018
GAAP net loss                                 $    (18,801 )   $   (14,572 )   $   (13,121 )
Stock-based compensation and related
taxes                                               13,149          10,695  

11,118


Restructuring charges                                3,085               -               -
Amortization of acquired intangible
assets and acquisition-related costs                 1,289             752             431
Litigation costs                                       606             142               -
Non-GAAP net loss                             $       (672 )   $    (2,983 )   $    (1,572 )





                          Ooma | FY2020 Form 10-K | 48

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Quarterly Results of Operations and Trends



The following table sets forth selected quarterly financial data for each of the
eight quarterly periods ended January 31, 2020 (in thousands, except
percentages):

                                                   Three Months Ended
                                 January 31       October 31      July 31      April 30
     Fiscal 2020
     Total revenue              $     40,648     $     39,595     $ 37,343     $  34,007
     Gross profit               $     24,588     $     22,040     $ 22,320     $  20,433
     Gross margin                         60 %             56 %         60 %          60 %
     Total operating expenses   $     27,060     $     28,980     $ 27,599     $  25,453
     Net loss                   $     (2,294 )   $     (6,784 )   $ (4,983 )   $  (4,740 )

     Fiscal 2019
     Total revenue              $     34,720     $     32,608     $ 31,681     $  30,222
     Gross profit               $     19,707     $     20,073     $ 18,773     $  17,938
     Gross margin                         57 %             62 %         59 %          59 %
     Total operating expenses   $     23,534     $     23,937     $ 22,937     $  21,869
     Net loss                   $     (3,489 )   $     (3,494 )   $ (3,904 )   $  (3,685 )

Revenue. Our total revenue has grown sequentially each quarter due to the continued growth in our subscriber base driven by an increase in our core users.

Gross Margin. Over the past eight fiscal quarters, our gross margin has fluctuated between 56% and 62% due to changes in our product mix and the introduction of new products, as well as restructuring charges recorded in the third quarter of fiscal 2020 as described above.



Operating Expenses. Our quarterly operating expenses in absolute dollars have
increased significantly from fiscal 2019 to fiscal 2020, primarily driven by
growing headcount and personnel-related expenses, as well as marketing and
advertising expenses associated with our efforts to increase our overall
subscriber base and product sales, and restructuring charges recorded in the
third quarter of fiscal 2020 as described above.


                          Ooma | FY2020 Form 10-K | 49

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Liquidity and Capital Resources



As of January 31, 2020, we had $26.1 million of total cash, cash equivalents and
short-term investments. Our primary source of cash is receipts from sales to our
customers. We believe that our existing cash, cash equivalents and short-term
investments will be sufficient to meet our cash needs for at least the next 12
months. Our future capital requirements will depend on many factors, including
our growth rate, the timing and extent of our sales and marketing and research
and development expenditure, and the continuing market acceptance of our
solutions.

We may in the future make investments in or acquisitions of businesses or
technologies, which may require the use of cash. For example, in the second
quarter of fiscal 2020, we completed the acquisition of Broadsmart for
approximately $7.1 million, net of cash acquired of $0.6 million, as well
as made payment of $0.4 million in connection with our acquisition of Voxter in
fiscal 2019. In addition, in the fourth quarter of fiscal 2019, we invested cash
of $1.3 million into a small privately-held technology company, in exchange for
an 18-month convertible promissory note (see Note 6: Balance Sheet Components of
the notes to our consolidated financial statements).

The table below provides selected cash flow information, for the periods
indicated (in thousands):

                                                       Fiscal Year Ended January 31,
                                                   2020              2019           2018
Net cash used in operating activities           $    (7,564 )     $   (3,926 )   $    3,173
Net cash provided by investing activities             2,866           14,853         (2,155 )
Net cash provided by financing activities             1,008              (40 )         (525 )
Net (decrease) increase in cash and cash
equivalents                                     $    (3,690 )     $   10,887     $      493




Operating Activities

The table below provides selected cash flow information, for the periods
indicated (in thousands):

                                                     Fiscal Year Ended January 31,
                                                2020              2019             2018
Net loss                                    $     (18,801 )   $    (14,572 )   $    (13,121 )
Non-cash charges                                   19,645           12,321           13,327
Changes in operating assets and
liabilities:
Decrease (increase) in accounts
receivable                                            135           (1,050 )          1,856
Decrease (increase) in inventories and
deferred inventory costs                              407           (4,213 )            310
Increase in other assets                           (4,965 )         (5,334 )         (1,519 )
(Decrease) increase in accounts payable
and other liabilities                              (4,089 )          8,150  

2,366


Increase (decrease) in deferred revenue               104              772              (46 )
Net cash (used in) provided by operating
activities                                  $      (7,564 )   $     (3,926 

) $ 3,173

For fiscal 2020, our net loss of $18.8 million included non-cash charges of $19.6 million primarily related to stock-based compensation, restructuring charges, operating lease expense and depreciation and amortization expense. Operating asset and liability changes for fiscal 2020 included:

• an increase of $5.0 million in other current and non-current assets

primarily due to the capitalization of sales commissions costs under Topic

606 and operating lease costs under Topic 842

• a decrease of $4.1 million in accounts payable, accrued expenses and other

liabilities due to the timing of payments

For fiscal 2019, our net loss of $14.6 million included non-cash charges of $12.3 million primarily related to stock-based compensation and depreciation and amortization expense. Operating asset and liability changes for fiscal 2019 included:

• an increase of $1.1 million in accounts receivable primarily due to timing

of billing and our collection efforts

• a net increase of $4.2 million in our inventory and related deferred costs

to scale our business

• an increase of $5.3 million in other current and non-current assets

primarily due to the capitalization of sales commissions costs under Topic

606

• an increase of $8.2 million in accounts payable, accrued expenses and other


       liabilities to support the growth of our business, including higher
       headcount


                          Ooma | FY2020 Form 10-K | 50

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Investing Activities



Our investing activities include short-term investment activities, capital
expenditures and business acquisitions. Our capital expenditures have primarily
been for general business purposes, including network servers used in data
centers, computer hardware and other equipment and development of our company
website.

During fiscal 2020, cash provided by investing activities was $2.9 million,
which consisted of proceeds of $44.4 million from maturities and sales of
short-term investments, offset in part by $31.2 million used for purchases of
short-term investments, $7.1 million used for the acquisition of Broadsmart in
the second fiscal quarter and $3.3 million used for capital expenditures.

During fiscal 2019, cash provided by investing activities was $14.9 million,
which consisted of proceeds of $59.0 million from maturities and sales of
short-term investments, offset in part by $38.5 million used for purchases of
short-term investments, $1.9 million used for capital expenditures, $2.4 million
used for the acquisition of Voxter in the first quarter, and $1.3 million used
to invest in a privately-held technology company in the fourth quarter.

Financing Activities



Cash generated from financing activities include net proceeds from common stock
issuances related to employee stock benefit plans. Cash used in financing
activities includes payment of shares repurchased for tax withholdings on
vesting of restricted stock units ("RSUs") and payment of acquisition-related
holdbacks.

During fiscal 2020, cash provided by financing activities was $1.0 million,
which consisted of proceeds of $3.0 million from the issuance of common stock
related to our Employee Stock Purchase Plan ("ESPP") and stock option exercises,
offset in part by payments of $1.5 million related to shares repurchased for tax
withholdings on vesting of RSUs, as well as payment of $0.4 million in
connection with our fiscal 2019 acquisition of Voxter.

During fiscal 2019, financing activities consisted of payments of $2.9 million
related to shares repurchased for tax withholdings on vesting of RSUs, offset by
proceeds of $2.9 million from the issuance of common stock related to our ESPP
and stock option exercises.

Contractual Obligations and Commitments



As of January 31, 2020, our total future expected payment obligations under
non-cancelable operating leases with terms longer than one year were
approximately $9.1 million. See Note 7: Operating Leases in the notes to our
consolidated financial statements for a table of contractual obligations,
including payments due by period. As of January 31, 2020, non-cancelable
purchase commitments with our contract manufacturers totaled approximately $4.0
million.

Off-Balance Sheet Arrangements

We do not have any material relationships with unconsolidated entities or financial partnerships, including entities such as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements.


                          Ooma | FY2020 Form 10-K | 51

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Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with U.S. GAAP, which requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenue and expenses,
cash flows and related disclosures of contingent assets and liabilities. We base
our estimates on historical experience and on various other assumptions we
believe to be reasonable under the circumstances. Actual results may differ from
these estimates. Our future consolidated financial statements will be affected
to the extent that our actual results materially differ from these estimates.
Note 2 to the notes to consolidated financial statements of this Form 10-K
describes the significant accounting policies and methods used in the
preparation of the consolidated financial statements. We believe that the
accounting policies discussed below are critical to understanding our historical
and future performance as these policies involve a greater degree of judgment
and complexity.

Revenue Recognition

We derive revenue from two sources: (1) subscription and services revenue, which
is generated from the sale of subscription plans and other services; and
(2) product and other revenue. Our financial results for fiscal 2020 and 2019
are presented in accordance with the provisions under Topic 606, Revenue
Recognition, which we adopted on February 1, 2018. Comparative prior period
amounts for fiscal 2018 have not been adjusted and continue to be reported under
Topic 605, which is materially similar to Topic 606.

Subscription and services revenue is derived primarily from recurring
subscription fees related to service plans such as Ooma Business, Ooma
Residential and other communications services. Subscription revenue is generally
recognized ratably over the contractual service term. Product and other revenue
is generated from the sale of on-premise appliances and end-point devices,
including shipping and handling fees for our direct customers, and to a lesser
extent from porting fees that enable customers to transfer their existing phone
numbers. Beginning fiscal 2019, we recognize revenue from sales to direct
end-customers and channel partners at the point in time that control transfers
which is typically when we deliver the product or when all customer contractual
provisions have been met, if any. Our distribution agreements with channel
partners typically contain clauses for price protection and right of
return. Prior to fiscal 2019, we deferred product revenue and related costs of
revenue on these product channel sales until title was transferred to the
end-customer. See Note 2: Significant Accounting Policies in the notes to our
consolidated financial statements for additional information regarding our
subscription and services revenue and product and other revenue.

Our contracts with customers typically contain multiple performance obligations
that consist of product(s) and related communications services. For these
contracts, we account for individual performance obligations separately if they
are distinct. The contract transaction price is then allocated to the separate
performance obligations on a relative stand-alone selling price ("SSP") basis.
We determine the SSP for our communications services based on observable
historical stand-alone sales to customers, for which we require that a
substantial majority of selling prices fall within a reasonably narrow pricing
range. We do not have a directly observable SSP for our on-premise appliance and
end-point devices, and therefore we establish SSP based on our best estimates
and judgments, considering company-specific factors such as pricing strategies,
estimated product and other costs, and bundling and discounting practices. The
determination of SSP is made through consultation with and approval by our
management. As our business offerings evolve over time, we may be required to
modify our estimated selling prices in subsequent periods, and the timing of our
revenue recognition could be affected.

We record reductions to revenue for estimated product returns from end users and
customer sales incentives at the time the related revenue is recognized. Product
returns and customer sales incentives are estimated based on our historical
experience, current trends and expectations regarding future experience. Trends
are influenced by product life cycles, new product introductions, market
acceptance of products, the type of customer, seasonality and other factors.
Product return and sales incentive rates may fluctuate over time but are
sufficiently predictable to allow our management to estimate expected future
amounts. If actual future returns and sales incentives differ from past
experience, additional reserves may be required. To date, actual results have
not been materially different from our estimates.

                          Ooma | FY2020 Form 10-K | 52

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Inventories



Inventories consist of raw materials and finished goods and are stated at the
lower of actual cost or market on a first-in, first-out basis. Our assessment of
market value requires the use of estimates regarding the net realizable value of
our inventory balances, including an assessment of excess or obsolete inventory.
At each balance sheet date, we determine excess or obsolete inventory
write-downs based on multiple factors, including: forecast demand for our
products within a specified time horizon, generally 12 months, product
acceptance and competitiveness in the marketplace, product life cycles, product
development plans, and current and historical sales levels.

Inventory write-downs for excess and obsolete inventory are recorded in cost of
goods sold within the consolidated statement of operations during the period in
which such write-downs are determined as necessary by management. If actual
future demand or market conditions are less favorable than those projected by
management, additional inventory write-downs may be required. This would have a
negative impact on our gross margin in that period. If in any period we are able
to sell inventories that were not valued or that had been written down in a
previous period, related revenues would be recorded without any offsetting
charge to cost of sales resulting in a net benefit to our gross margin in that
period.

For fiscal 2020, we recorded write-downs of $1.4 million for excess inventory
and non-cancelable purchase commitments related to the discontinuation of Ooma
Smart Cam in October 2019, which were included in the restructuring charges
described above. Inventory write-downs recorded for fiscal 2019 and 2018 were
not material.

Income Taxes

We account for income taxes using the asset and liability method, under which
deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between financial statement carrying
amounts and the tax basis of assets and liabilities and net operating loss and
tax credit carryforwards. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. We have
recorded a full valuation allowance against our deferred tax assets as of
January 31, 2020 and 2019.

We use a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. A tax position is recognized when it is more likely than
not that the tax position will be sustained upon examination, including
resolution of any related appeals or litigation processes. A tax position that
meets the more-likely-than-not recognition threshold is measured at the largest
amount of benefit that is greater than 50% likely of being realized upon
ultimate settlement with a taxing authority. Deferred tax assets associated with
our unrecognized tax benefits were fully offset by a valuation allowance as of
January 31, 2020 and 2019.

                          Ooma | FY2020 Form 10-K | 53

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