Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 30, 2022 | Mar. 09, 2023 | Jul. 01, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 30, 2022 | ||
Current Fiscal Year End Date | --12-30 | ||
Document Transition Report | false | ||
Entity File Number | 001-40683 | ||
Entity Registrant Name | SNAP ONE HOLDINGS CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-1952221 | ||
Entity Address, Address Line One | 1800 Continental Boulevard | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Charlotte | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28273 | ||
City Area Code | 704 | ||
Local Phone Number | 927-7620 | ||
Title of 12(b) Security | Common stock, par value $.01 per share | ||
Trading Symbol | SNPO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 99,341,320 | ||
Entity Common Stock, Shares Outstanding | 76,181,496 | ||
Documents Incorporated by Reference | Portions of Part III will be incorporated by reference to the registrant’s definitive proxy statement, in accordance with Instruction G(3) to Form 10-K, to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended December 30, 2022. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001856430 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 30, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | Charlotte, North Carolina |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,117 | $ 40,577 |
Accounts receivable, net | 48,174 | 52,620 |
Inventories | 314,588 | 210,964 |
Prepaid expenses | 22,913 | 27,093 |
Other current assets | 5,930 | 8,021 |
Total current assets | 412,722 | 339,275 |
Long-term assets: | ||
Property and equipment, net | 34,958 | 22,603 |
Goodwill | 592,186 | 580,761 |
Other intangible assets, net | 554,419 | 587,192 |
Operating lease right-of-use assets | 54,041 | |
Other assets | 4,195 | 10,550 |
Total assets | 1,652,521 | 1,540,381 |
Current liabilities: | ||
Current maturities of long-term debt | 5,063 | 3,488 |
Accounts payable | 77,443 | 72,781 |
Accrued liabilities | 64,605 | 75,517 |
Current operating lease liability | 10,574 | |
Current tax receivable agreement liability | 10,191 | 0 |
Total current liabilities | 167,876 | 151,786 |
Long-term liabilities: | ||
Revolving credit facility, net | 10,800 | 0 |
Long-term debt, net of current portion | 496,795 | 449,256 |
Deferred income tax liabilities, net | 43,515 | 48,555 |
Operating lease liability, net of current portion | 50,896 | |
Tax receivable agreement liability, net of current portion | 101,262 | 112,406 |
Other liabilities | 24,206 | 30,103 |
Total liabilities | 895,350 | 792,106 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 500,000 shares authorized; 75,042 shares issued and outstanding as of December 30, 2022 and 74,427 shares issued and outstanding at December 31, 2021 | 750 | 744 |
Preferred stock, $0.01 par value; 50,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 848,703 | 826,718 |
Accumulated deficit | (88,046) | (79,420) |
Accumulated other comprehensive (loss) income | (4,236) | (28) |
Company’s stockholders’ equity | 757,171 | 748,014 |
Noncontrolling interest | 0 | 261 |
Total stockholders’ equity | 757,171 | 748,275 |
Total liabilities and stockholders’ equity | $ 1,652,521 | $ 1,540,381 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 75,042,000 | 74,427,000 |
Common stock, shares outstanding (in shares) | 75,042,000 | 74,427,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 1,123,811 | $ 1,008,013 | $ 814,113 |
Costs and expenses: | |||
Cost of sales, exclusive of depreciation and amortization | 682,638 | 599,923 | 474,778 |
Selling, general and administrative expenses | 354,345 | 350,252 | 267,240 |
Depreciation and amortization | 59,582 | 56,581 | 57,972 |
Total costs and expenses | 1,096,565 | 1,006,756 | 799,990 |
Income from operations | 27,246 | 1,257 | 14,123 |
Other expenses (income): | |||
Interest expense | 35,839 | 33,162 | 45,529 |
Loss on extinguishment of debt | 0 | 12,072 | 0 |
Other expense (income), net | 1,541 | (878) | (1,827) |
Total other expenses | 37,380 | 44,356 | 43,702 |
Loss before income taxes | (10,134) | (43,099) | (29,579) |
Income tax benefit | (1,459) | (6,642) | (4,351) |
Net loss | (8,675) | (36,457) | (25,228) |
Net loss attributable to noncontrolling interest | (49) | (55) | (344) |
Net loss attributable to Company | $ (8,626) | $ (36,402) | $ (24,884) |
Net loss per share, basic (in dollars per share) | $ (0.12) | $ (0.56) | $ (0.42) |
Net loss per share, diluted (in dollars per share) | $ (0.12) | $ (0.56) | $ (0.42) |
Weighted-average shares outstanding - basic (in shares) | 74,651 | 65,541 | 58,865 |
Weighted-average shares outstanding - diluted (in shares) | 74,651 | 65,541 | 58,865 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (8,675) | $ (36,457) | $ (25,228) |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustments | (4,208) | (784) | 795 |
Comprehensive loss | (12,883) | (37,241) | (24,433) |
Comprehensive loss attributable to noncontrolling interest | (49) | (55) | (344) |
Comprehensive loss attributable to Company | $ (12,834) | $ (37,186) | $ (24,089) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | IPO | Common Stock | Common Stock IPO | Additional Paid-In Capital | Additional Paid-In Capital IPO | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Balance at beginning of period (in shares) at Dec. 27, 2019 | 58,140,000 | ||||||||
Balance at beginning of period at Dec. 27, 2019 | $ 636,927 | $ 581 | $ 654,420 | $ (18,134) | $ (39) | $ 99 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (25,228) | (24,884) | (344) | ||||||
Foreign currency translation adjustments | 795 | 795 | |||||||
Equity Contributions | 961 | 400 | 561 | ||||||
Equity-based compensation | 4,284 | 4,284 | |||||||
Issuance of common stock (in shares) | 1,077,000 | ||||||||
Issuance of common stock | 0 | $ 11 | (11) | ||||||
Balance at end of period (in shares) at Dec. 25, 2020 | 59,217,000 | ||||||||
Balance at end of period at Dec. 25, 2020 | 617,739 | $ 592 | 659,093 | (43,018) | 756 | 316 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (36,457) | (36,402) | (55) | ||||||
Foreign currency translation adjustments | (784) | (784) | |||||||
Equity Contributions | 10,025 | 10,025 | |||||||
Equity-based compensation | 21,522 | 21,522 | |||||||
Issuance of common stock (in shares) | 15,021,000 | ||||||||
Issuance of common stock | $ 249,154 | $ 150 | $ 249,004 | ||||||
Issuance of common stock pursuant to equity incentive plans (in shares) | 189,000 | ||||||||
Issuance of common stock pursuant to equity incentive plans | 0 | $ 2 | (2) | ||||||
Establishment of income tax receivable liability | (112,681) | (112,681) | |||||||
Other | $ (243) | (243) | |||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 74,427,000 | 74,427,000 | |||||||
Balance at end of period at Dec. 31, 2021 | $ 748,275 | $ 744 | 826,718 | (79,420) | (28) | 261 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (8,675) | (8,626) | (49) | ||||||
Foreign currency translation adjustments | (4,208) | (4,208) | |||||||
Equity-based compensation | 22,853 | 22,853 | |||||||
Repurchase and retirement of common stock (in shares) | (269,000) | ||||||||
Repurchase and retirement of common stock | (2,887) | $ (3) | (2,884) | ||||||
Issuance of common stock pursuant to equity incentive plans (in shares) | 620,000 | ||||||||
Issuance of common stock pursuant to equity incentive plans | 0 | $ 6 | (6) | ||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 158,000 | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 1,509 | $ 2 | 1,507 | ||||||
Parasol equity acquisition (in shares) | 106,000 | ||||||||
Parasol equity acquisition | $ 304 | $ 1 | 515 | (212) | |||||
Balance at end of period (in shares) at Dec. 30, 2022 | 75,042,000 | 75,042,000 | |||||||
Balance at end of period at Dec. 30, 2022 | $ 757,171 | $ 750 | $ 848,703 | $ (88,046) | $ (4,236) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (8,675) | $ (36,457) | $ (25,228) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 59,582 | 56,581 | 57,972 |
Amortization of debt issuance costs | 2,146 | 5,053 | 6,101 |
Loss on extinguishment of debt | 0 | 12,072 | 0 |
Interest rate cap expense | 2,563 | 0 | 5 |
Deferred income taxes | (7,652) | (7,977) | (5,423) |
Equity-based compensation | 23,291 | 21,522 | 4,284 |
Non-cash operating lease expense | 13,258 | 0 | 0 |
Bad debt expense | 764 | 801 | 1,094 |
Fair value adjustment to contingent value rights | (7,200) | 4,900 | 800 |
Fair value adjustment to tax receivable agreement | (953) | (275) | 0 |
Valuation adjustment to contingent liability | (1,750) | 0 | 0 |
Loss on notes receivable | 5,872 | 0 | 0 |
Other, net | 83 | 437 | (950) |
Change in operating assets and liabilities: | |||
Accounts receivable | 6,113 | (2,956) | (4,231) |
Inventories | (100,873) | (51,844) | 7,862 |
Prepaid expenses and other assets | 5,877 | (27,407) | 1,932 |
Accounts payable and accrued liabilities | (6,296) | (4,865) | 20,009 |
Operating lease liabilities | (9,220) | 0 | 0 |
Net cash (used in) provided by operating activities | (23,070) | (30,415) | 64,227 |
Cash flows from investing activities: | |||
Acquisition of business, net of cash acquired | (30,539) | (26,025) | 0 |
Purchases of property and equipment | (21,492) | (10,004) | (10,245) |
Issuance of notes receivable | (600) | (925) | 0 |
Proceeds from sale of business | 0 | 0 | 600 |
Other, net | 75 | (429) | 79 |
Net cash used in investing activities | (52,556) | (37,383) | (9,566) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 55,000 | 465,000 | 0 |
Payments on long-term debt | (3,488) | (672,608) | (6,824) |
Payments of debt issuance costs | (4,239) | (9,709) | 0 |
Proceeds from revolving credit facility | 69,000 | 0 | 52,000 |
Payments on revolving credit facility | (57,000) | 0 | (57,000) |
Proceeds from initial public offering, net of offering costs | 0 | 249,154 | 0 |
Proceeds from capital contributions | 0 | 0 | 961 |
Proceeds from employee stock purchase plan | 1,071 | 0 | 0 |
Repurchase and retirement of common stock | (2,832) | 0 | 0 |
Net cash provided by (used in) financing activities | 57,512 | 31,837 | (10,863) |
Effect of exchange rate changes on cash and cash equivalents | (1,346) | (920) | 483 |
Net (decrease) increase in cash and cash equivalents | (19,460) | (36,881) | 44,281 |
Cash and cash equivalents at beginning of the period | 40,577 | 77,458 | 33,177 |
Cash and cash equivalents at end of the period | 21,117 | 40,577 | 77,458 |
Supplementary cash flow information: | |||
Cash paid for interest | 33,639 | 34,273 | 42,845 |
Cash paid for taxes, net | 5,689 | 2,065 | 217 |
Noncash investing and financing activities: | |||
Noncash tax receivable agreement liability | 0 | 112,681 | 0 |
Noncash equity contribution | 1,100 | 10,025 | 428 |
Capital expenditure in accounts payable | $ 738 | $ 775 | $ 140 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of BusinessSnap One Holdings Corp. (referred to herein as “Snap One” or the “Company”) is incorporated in Delaware with its principal executive offices located in Charlotte, North Carolina and Draper, Utah. The Company provides products, services, and software to its network of professional integrators that enable them to deliver smart living experiences for their residential and business end users. The Company’s hardware and software portfolio includes leading proprietary and third-party offerings across connected, infrastructure, and entertainment categories. Additionally, the Company provides value-added services and workflow solutions to support integrators throughout the project lifecycle, enhancing their operations and helping them to profitably grow their businesses.Initial Public Offering — On July 30, 2021, the Company completed its initial public offering (“IPO”) of 13,850 shares of its common stock, and on August 18, 2021, completed the sale of 1,171 shares of additional common stock to the underwriters pursuant to their option to purchase additional shares, at an offering price of $18.00 per share. The Company raised net proceeds of $249,154 through the IPO, net of underwriting discounts and other offering costs of $21,219. During the year ended December 31, 2021, the Company expensed $4,755 of IPO costs. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation — The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and all subsidiaries required to be consolidated. All intercompany balances and transactions have been eliminated in the consolidated financial statements. The Company’s fiscal year is the 52 or 53-week period that ends on the last Friday of December. Fiscal year 2022 is a 52-week period, fiscal year 2021 was a 53-week period, and fiscal year 2020 was a 52-week period. Use of Accounting Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, the actual amounts could differ from those estimates. Significant estimates relied upon in preparing these consolidated financial statements include, but are not limited to, the amortization period associated with customer relationships, estimated standalone selling prices associated with products that contain distinct performance obligations not sold separately, warranty reserves, excess and obsolete inventory reserves, impairment of long-lived assets, impairment of indefinite lived intangibles and goodwill, assumptions related to the valuation of contingent value rights and equity awards, the valuation allowance associated with deferred tax assets, and the valuation of assets and liabilities associated with acquisitions. Business Combinations — All of the Company’s acquisitions have been accounted for under ASC 805, Business Combinations . Accordingly, the accounts of the acquired companies, after adjustments to reflect fair values assigned to assets and liabilities, have been included in the consolidated financial statements from their respective dates of acquisition. The Company records purchase price in excess of amounts allocated to identifiable assets and liabilities as goodwill. Goodwill includes, but is not limited to, the value of the workforce in place, ability to generate profits and cash flows, and an established going concern. Customer relationships have been valued using the multi-period excess earnings method, a derivative of the income approach. The multi-period excess earnings method estimates the discounted net earnings attributable to the customer relationships that were acquired after considering items such as possible customer attrition. Estimated useful lives were determined based on the length and trend of projected cash flows. The length of the projected cash flow period was determined based on the expected attrition of the customer relationships, which is based on the Company’s historical experience in renewing and extending similar customer relationships and future expectations for renewing and extending similar existing customer relationships. The useful life of the customer relationships intangible assets represents the number of years over which the Company expects the customer relationships to economically contribute to the business. The trade names have been valued using the relief from royalty method under the income approach to estimate the cost savings that will accrue to the Company, which would otherwise have to pay royalties or license fees on revenue earned by using the asset. The useful life of the assets were determined based on management’s estimate of the period of time the name will be in use. Technology has been valued using the multi-period excess earnings method, a derivative of the income approach. The net earnings attributed to the existing technology considers items such as projected research and development costs expected to be incurred to maintain the technology. The useful lives were determined based on the length and trend of projected cash flows after considering items such as the projected research and development expected to be incurred to maintain the technology. Segment Information — Operating segments are identified as components of an enterprise for which discrete financial information is available for evaluation by the chief operating decision-maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer. The Company’s CODM views its operations and manages the business as a single operating and reportable segment. Fair Value Measurements — GAAP defines fair value as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 —Valuations based on unadjusted quoted prices for identical instruments in active markets that are available as of the measurement date. Level 2 —Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 —Valuations based on inputs that are unobservable and significant to the overall fair value measurement. This fair value hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s financial instruments that are remeasured at fair value on a recurring basis include contingent value rights (“CVRs”), contingent consideration, and the interest rate cap. Additionally, cash and cash equivalents, accounts receivable, net, prepaid expenses, accounts payable, and accrued liabilities are classified as Level 1 and the carrying value of these assets and liabilities approximate their fair value due to the short-term nature of these financial instruments. See Note 9 for further details on fair value measurements. Certain non-financial assets, such as property and equipment, leases, goodwill and other intangible assets, are adjusted to fair value when an impairment charge is recognized using predominantly Level 2 and Level 3 inputs. Cash and Cash Equivalents — The Company considers all cash on hand, credit card receivables, and short-term investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable , Net — Accounts receivable are recorded at the invoiced amount less allowances for credit losses and do not bear interest. The allowance for nonpayment by customers is based on the creditworthiness and historical payment experience of the Company’s customers, age of receivables and current market conditions. Provisions for uncollectible receivables are recorded in selling, general and administrative expenses in the consolidated statements of operations. Changes in the Company’s allowance for credit losses for the years ended December 30, 2022, and allowance for doubtful accounts for the years ended December 31, 2021 and December 25, 2020 are as follows: Allowance for doubtful accounts - December 27, 2019 $ 2,136 Bad debt expense 1,094 Write-offs (877) Allowance for doubtful accounts - December 25, 2020 $ 2,353 Bad debt expense 801 Write-offs (686) Allowance for doubtful accounts - December 31, 2021 $ 2,468 Bad debt expense 764 Write-offs (961) Allowance for credit losses - December 30, 2022 $ 2,271 Concentration of Credit Risk — The Company’s cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Certain balances in cash and cash equivalents exceed the Federal Deposit Insurance Corporation limit of $250. Cash and cash equivalents held at these banks, included those held in foreign banks, may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand, and management believes the financial institutions that hold the Company’s cash and cash equivalents are financially sound. The Company believes credit risk related to these deposits is minimal. Accounts receivable are derived from revenue earned from customers. For the years ended December 30, 2022, December 31, 2021 and December 25, 2020, no customer accounted for more than 10% of net sales. No individual customer accounted for more than 10% of accounts receivable, net, at December 30, 2022 or December 31, 2021. Property and Equipment, Net — Property and equipment, net is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes the estimated useful lives of each respective asset category: Equipment 3 - 10 years Computers and software 3 - 5 years Furniture and fixtures 3 - 7 years Leasehold improvements Shorter of the useful life of the asset or the remaining lease term of lease Internal-Use Software — Costs incurred in the preliminary stages of development of internal software are expensed as incurred and included in selling, general and administrative expenses. Once an application reaches the development stage, internal and external costs are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recognized as part of fixed assets, and once placed in service are depreciated over their useful life. Implementation costs incurred in cloud-computing arrangements that are a service contract are capitalized and amortized over the life of the arrangement. Capitalized costs for cloud-computing arrangements are recorded in prepaid expenses and noncurrent other assets. Goodwill and Indefinite Lived Intangible Assets — Goodwill and identifiable indefinite lived intangible assets are tested for impairment annually as of the beginning of the fourth quarter of each fiscal year, or more frequently upon the occurrence of certain events or substantive changes in circumstances that indicate impairment is more likely than not. The Company performed annual impairment tests for goodwill and indefinite lived intangible assets as of October 1, 2022 and September 25, 2021, and concluded there was no impairment. In assessing potential goodwill impairment, the Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of the Company’s net assets is less than the carrying amount of the Company’s single reporting unit. If the qualitative factors indicate it is more likely than not that the fair value of net assets is less than its carrying amount, the Company performs a quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying value. The Company determines fair value of its reporting unit using an income or market approach incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. The Company’s valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and projections of future operating performance. If these assumptions differ materially from future results, the Company may record impairment charges in the future. Impairment of Definite Long-Lived Assets — The Company evaluates the recoverability of its long-lived assets, primarily comprised of property and equipment, definite lived intangibles and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverability of long-lived assets is evaluated by comparing the carrying amount to the estimated undiscounted cash flows. If the carrying amount exceeds the estimated undiscounted cash flows, an impairment charge would be recognized for the amount by which the carrying amount exceeds the fair value of the long-lived asset. There were no impairment losses recognized by the Company for the years ended December 30, 2022, December 31, 2021 and December 25, 2020. Notes Receivable — Notes receivable are presented in other assets. The Company accrues interest on notes receivable based on the contractual terms of the notes. As of December 30, 2022, and December 31, 2021, the outstanding notes receivable balance was $59 and $6,484, respectively, and no allowance was recorded against the balance. Self-Insured Liabilities — The Company is self-insured for employee medical coverage. The Company records a liability for estimates of the aggregate ultimate losses and claims incurred but not reported. Adjustments to the reserve are made when the facts and circumstances change. If actual settlements of medical claims are greater than estimated amounts, additional expense will be recognized. As of December 30, 2022, and December 31, 2021, the liability was $1,860 and $1,556, respectively. Contingent Value Rights — In connection with the acquisition of the Company by the Former Parent Entity, the Company issued CVRs to the sellers. Each CVR gives the holder the ability to earn cash payments based on the return of H&F’s original investment achieving stated thresholds. The CVRs were issued at two thresholds. The first CVR is payable to the holders when H&F’s return on investment grows to between 2.25 and 2.5 times H&F’s original investment. The second CVR is payable to the holders when H&F’s return on investment grows to between 2.5 and 2.67 times H&F’s original investment. The Company records CVR obligations at fair value. See Note 9 for more information relating to CVR obligations. Contingent consideration obligations generally become due and payable to the holders of these rights if specified future events occur or conditions are met. There were no amounts due and payable during the fiscal years ended December 30, 2022, and December 31, 2021. Warranties — The Company provides assurance-type warranties on most of its proprietary products covering periods that vary between one year and the lifetime of the product. The warranties cover products that are defective under normal conditions of use and are in-line with industry standards. The Company estimates the costs that may be incurred under its warranties and records the liability at the time product sales are recorded. The warranty liability is primarily based on historical failure rates and costs to repair or replace the product, including any necessary shipping costs. Changes in the Company’s accrued warranty liability for the years ended December 30, 2022, December 31, 2021 and December 25, 2020 can be found in Note 11. Tax Receivable Agreement — On July 29, 2021, the Company executed a tax receivable agreement (“TRA”) with participants (“TRA Participants”) that provides for payment by the Company to the TRA Participants of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company utilizes in the future from net operating losses and certain other tax benefits that arose prior to the IPO. The Company recognizes this contingent liability in its consolidated financial statements when incurrence of the liability becomes probable and amounts are reasonably estimable. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other (expense) income, net. If the Company does not have taxable income (before considering deductions that are subject to the TRA), it is not required (absent circumstances requiring an early termination payment, other acceleration of its obligations under the TRA or a change of control) to make payments under the TRA for that taxable year because no cash tax savings will have been realized. However, unutilized deductions that do not result in realized benefits in a given tax year as a result of insufficient taxable income may be applied to taxable income in future years. Accordingly, this would impact the amount of cash tax savings in such future years and the amount of corresponding payments under the TRA in such future years. See Note 15 for more information about the TRA. Revenue Recognition — The Company sells hardware products to professional installers, who then resell the products to end users, in the installation of an audio/video, IT, smart-home, or surveillance-related package. In certain instances, the Company sells specific products directly to end users. The Company’s products consist of proprietary hardware products with and without embedded software, as well as third party products. The Company provides services associated with product sales including the ability to access the Company’s hosted OvrC application (“hosting”), technical support, subscription services, and access to unspecified software updates and upgrades. The OvrC application provides the Company’s customers, professional installers and other dealers, a cloud-based remote management and monitoring platform to assist end users (“end consumers”). These services are typically provided at no additional charge to the customer. For product sales, revenue is recognized when the customer obtains control of the product, which occurs upon shipment, in an amount that reflects the consideration expected to be received in exchange for those products. For services, revenue is recognized ratably over the contract period in an amount that reflects the consideration expected to be received in exchange for those services as the customer receives such services on a consistent basis throughout the contract period. Technical support services represent a series of distinct performance obligations that have the same pattern of transfer to the customer and are recognized as a single performance obligation ratably over the estimated life of the related product. The Company’s contracts with dealers, distributors, and retailers can include promises to transfer multiple products and services. Determining whether multiple products and services are considered distinct performance obligations that should be accounted for separately rather than as a combined performance obligation can require significant judgment. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation that is not sold separately, including technical support, customer reward programs, unspecified software updates and upgrades, and hosting. In instances where SSP is not directly observable, the primary method used to estimate the SSP is the expected cost plus an estimated margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct service based on margins for similar services sold on a standalone basis. For hardware products sold with embedded software, the products are dependent on and highly interrelated with the underlying software and accounted for as a single performance obligation with revenue recognized at the point in time when control is transferred to the customer, which is at the time the product is shipped. In cases where there is more than one performance obligation, a portion of the transaction price is allocated to hosting, unspecified software updates and upgrades, and technical support based on a relative stand-alone selling price method, as these services are provided at no additional charge. The allocated transaction price and corresponding revenue is deferred at the time of sale and recognized ratably over the estimated life of the related devices as this method best depicts the progress towards the completion of the related performance obligation. The Company offers a subscription service that allows consumers to control and monitor their homes remotely and allows the consumer’s respective dealer to perform remote diagnostic services. With a subscription, the dealer simultaneously receives and consumes the benefits provided by the Company throughout the subscription period as the Company makes the service available for use. There is a single performance obligation associated with the subscription services and the related revenue is deferred and recognized ratably over the contract period, which is typically one year, as this method best depicts the progress towards the completion of the related performance obligation. The Company evaluates whether the Company is the principal or the agent for all customer sales. Generally, the Company reports revenue on a gross basis (the amount billed to customers is recorded as revenue, and the amount paid to vendors is recorded as cost of sales, exclusive of depreciation and amortization). The Company is the principal in these instances because the Company controls the inventory before it is transferred to customers. The Company’s control is evidenced by the sole ability to monetize the inventory, being primarily responsible to customers, having discretion in pricing, or a combination of these factors. The Company also generates revenue through agency for certain third-party product sales where the supplier is the party responsible for ensuring fulfillment of the orders, has the obligation to mitigate any issues the customers may have with the products, and has the discretion in establishing the price for the products. In such cases, the Company does not control the promised good before it is transferred. The Company records sales for which the Company acts as an agent on a net basis. The Company has various customer rewards programs (“marketing incentive programs”), which enable participants to earn points for qualifying rewards. The points are redeemed for rewards, including various prizes or product credits for future purchases. The marketing incentive programs provide the customer a material right and give rise to a separate performance obligation. The related revenue and expense incurred are recognized at the time of redemption, expiration, or forfeiture, as that is the point at which the performance obligation related to this incentive program is satisfied. As of December 31, 2021, deferred revenue relating to marketing incentive programs was $768. As of December 30, 2022, there was no deferred revenue relating to marketing incentive programs. The deferred revenue relating to marketing incentive programs is recorded in accrued liabilities on the Company’s consolidated balance sheets. The expense associated with the marketing incentive programs was $1,754, $1,245, and $1,672 for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, respectively, and was included in cost of sales, exclusive of depreciation and amortization, in the accompanying consolidated statements of operations. Certain customers may receive cash-based incentives or credits (“volume rebates”) which are accounted for as variable consideration. The Company records reductions to revenue for dealer incentives at the time of the initial sale, which is based on estimates of the sales volume customers will reach during the measured period. Revenue is recognized net of estimated discounts, rebates, and return allowances. The Company estimates the reduction to sales and cost of sales, exclusive of depreciation and amortization for returns based on current sales levels and the Company’s historical return trends. Sales return allowances and rebates were $11,011 and $9,275 as of December 30, 2022, and December 31, 2021, respectively. The Company has elected to account for shipping and handling costs as activities to fulfill the promise to transfer the goods. As a result of this accounting policy election, the Company does not consider shipping and handling activities as promised services to its customers. Therefore, shipping and handling costs billed to customers are recorded in net sales, and the related costs in selling, general and administrative expenses. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component. The invoicing terms provide customers with a simplified and predictable way to purchase products and services and are not intended to provide the customer with financing from the Company. The Company records revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Selling, General and Administrative Expenses — Selling, general and administrative expenses include office expenses such as payroll and occupancy costs, costs related to warehousing, distribution, outbound transportation to the Company’s customers, warranty, advertising, purchasing, insurance, non-income-based taxes, research and development, and corporate overhead costs. The Company includes the cost of shipping and handling products sold to customers in selling, general and administrative expenses, and records the cost as incurred. Shipping charges billed to customers are included in net sales. For the years ended December 30, 2022, December 31, 2021, and December 25, 2020, shipping and handling costs totaled $27,561, $27,500, and $21,993, respectively. Research and Development Expenses — Research and development expenses consist primarily of personnel-related expenses for employees working on the product development and software and device engineering teams, including salaries, bonuses, stock-based compensation, benefits and other personnel costs, consulting and contractor expenses, as well as costs for prototypes, facilities, and travel. Research and development expe nses were $67,643, $65,459 and $51,967 for the years ended December 30, 2022, December 31, 2021, and December 25, 2020, respe ctively. Advertising — Advertising costs, which are expensed as incurred, consist primarily of direct mail and print advertising, internet marketing and advertising, and trade show events. Advertising expenses were $6,871, $5,789 and $4,476 for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, respectively. Share-Based Compensation — The Company recognizes share-based compensation expense based on the fair value of the awards at the grant date. The Company utilized the Black-Scholes option pricing model to estimate the fair value of the time-based options and shares purchased by the participants of the Employee Stock Purchase Plan (“ESPP”). The Company used a Monte Carlo simulation to estimate the fair value and derived service period of the market-based options. The fair value of restricted stock units (“RSUs”) and performance stock units (“PSU”) is based on the Company’s closing stock price at the grant date. Compensation cost is recognized ratably over the vesting period of the related equity-based compensation award for time-based awards and on a graded-vesting basis for performance and market-based awards. Forfeitures are accounted for as they occur. See Note 13 for further information about the Company’s share-based compensation. Other Expense (Income) — Other expense (income) primarily consists of interest income, foreign currency remeasurement, TRA liability adjustments, interest rate cap expense, gains and losses on disposal of businesses, and transaction gains and losses. Income Taxes — The Company files a consolidated federal income tax return and accounts for income taxes in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or income tax returns. Under this method, deferred income tax assets and liabilities are recognized based on the differences between the consolidated financial statement amounts and income tax basis of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to be recovered or settled. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. See Note 14 for further information about the Company’s income taxes. The Company records liabilities for income tax positions taken, or expected to be taken, when those positions are deemed uncertain to be upheld upon examination by taxing authorities. Interest and penalties, if incurred, would be recorded within the income tax provision in the accompanying consolidated statements of operations. Foreign Currency Translation and Foreign Currency Transactions — Certain non-U.S. wholly owned subsidiaries have functional currencies other than the U.S. dollar. For subsidiaries with a functional currency different from the U.S. dollar, the subsidiaries’ assets and liabilities have been translated to U.S. dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the monthly average exchange rate for each year. Foreign currency translation gains or losses are reflected in accumulated other comprehensive loss as a component of equity in the accompanying consolidated balance sheets. Foreign currency remeasurement and transaction gains and losses are included in other income. Net Loss Per Share — The Company calculates net loss per share by dividing the net loss by the weighted average number of common shares outstanding. See Note 19 for information regarding the calculation of basic and dilutive shares for the periods presented. Emerging Growth Company Status — The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies. The Company is also a “smaller reporting company,” because the market value of our shares held by non-affiliates was less than $200 million as of the end of its most recently completed second fiscal quarter. It may continue to be a smaller reporting company if either (i) the market value of its shares held by non-affiliates is less than $250 million or (ii) its annual revenue was less than $100 million during the most recently completed fiscal year and the market value of its shares held by non-affiliates is less than $700 million. If the Company is a smaller reporting company at the time it ceases to be an emerging growth company, it may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Recent Accounting Pronouncements Pending Adoption — In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Accounting Standards Codification 848, “ASC 848”) . ASC 848 provides practical expedients and exceptions for an entity to elect not to apply certain modification accountin |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The accounting for business combinations is outlined below for years ended December 30, 2022 and December 31, 2021, respectively. There were no material acquisitions during the year ended December 25, 2020. Transactions Completed in Fiscal Year 2022 Remote Maintenance Systems LP — On October 24, 2022, the Company acquired the remaining outstanding interest of its majority-owned subsidiary, Remote Maintenance Systems LP, doing business as Parasol (“Parasol”), the provider of 24/7 remote support service based on OvrC, creating new opportunities for the Company’s integrators. The Company acquired the remaining outstanding equity shares of Parasol in exchange of $1,100 of the Company’s common shares. The Company made an initial investment and established its controlling interest in 2018, and has included the results of operations, assets and liabilities in its consolidated financial reports since 2018. Clare Controls, LLC — On August 8, 2022, the Company entered into a purchase agreement pursuant to which it acquired the assets and specific liabilities of Clare Controls, LLC. (“Clare”), a provider of home automation and security products for whom Snap One has been a distributor since 2019. The Clare acquisition enabled Snap One to convert Clare’s product suite into higher-margin proprietary products and drive growth with professional integrators in adjacent markets. The Company agreed to a purchase price of $6,300, consisting of $4,900 cash paid and $1,400 related to the settlement of a pre-existing note receivable from Clare owed to the Company. The Company recorded preliminary tangible and intangible assets acquired and liabilities assumed in the transaction according to the acquisition method of accounting, under ASC 805, Business Combinations . The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the closing date and are subject to change within the measurement period, which does not exceed twelve months after the closing date. During the measurement period, certain adjustments were recorded to increase goodwill to $2,746 to account for adjustments to the working capital calculation. The Company allocated any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. Goodwill arising from the Clare acquisition primarily consists of synergies from integrating Clare’s automation and security products into the Company’s existing product portfolio. The preliminary allocation of the purchase price for the Clare acquisition is as follows: Total purchase consideration $ 6,300 Prepaid expenses $ 263 Property and equipment, net 26 Operating lease right-of-use assets 160 Identifiable intangible assets 4,300 Total identifiable assets acquired 4,749 Accounts payable 568 Accrued liabilities 284 Current operating lease liability 43 Operating lease liability, net of current portion 117 Other liabilities 183 Total liabilities assumed 1,195 Net identifiable assets acquired 3,554 Goodwill 2,746 Net assets acquired $ 6,300 The Company recorded intangible assets related to the Clare acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Technology 4 $ 3,400 Trade name 6 900 Total intangible assets $ 4,300 As a result of the transaction the Company had, for income tax purposes, goodwill of $2,746 that will be deductible in future periods. The Company recognized $382 of transaction-related expenses, consisting primarily of advisory, legal, and other professional fees related to the Clare acquisition which were included in selling, general, and administrative expenses in the consolidated statements of operations. Staub Electronics, LTD. — On January 20, 2022, the Company, through its wholly owned subsidiary, Snap One Acquisition Corp., entered into a purchase agreement pursuant to which it acquired the issued and outstanding shares of Staub Electronics, LTD. (“Staub”), a long-time Canadian distribution partner. The Staub acquisition added two Canadian locations to the Company’s distribution footprint. The Company agreed to a cash purchase price of $26,395. The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the closing date and are subject to change within the measurement period, which does not exceed twelve months after the closing date. During the measurement period, certain adjustments were recorded to increase goodwill to $9,438 to account for adjustments to the working capital calculation. The Company allocated any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. Goodwill arising from the Staub acquisition primarily consists of synergies from integrating the distribution channels of Staub into the Company’s distribution channels. The allocation of the purchase price for the Staub acquisition is as follows: Total purchase consideration $ 26,395 Cash and cash equivalents $ 756 Accounts receivable 1,801 Inventory 5,472 Prepaid expenses 1,616 Property and equipment 451 Operating lease right-of-use assets 2,309 Identifiable intangible assets 14,209 Total identifiable assets acquired 26,614 Accounts payable 1,570 Accrued liabilities 2,206 Current operating lease liability 343 Deferred income tax liabilities 3,585 Operating lease liability, net of current portion 1,953 Total liabilities assumed 9,657 Net identifiable assets acquired 16,957 Goodwill 9,438 Net assets acquired $ 26,395 The Company recorded intangible assets related to the Staub acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Customer relationships 10 $ 12,684 Trade name 6 1,525 Total intangible assets $ 14,209 The Company recognized $328 of transaction-related expenses, consisting primarily of advisory, legal, and other professional fees related to the Staub acquisition. The company recognized $214 of expense in fiscal year 2022 and $114 of expense in fiscal year 2021, which were included in selling, general, and administrative expenses in the consolidated statements of operations. Transaction Completed in Fiscal Year 2021 — On May 4, 2021, the Company entered into a purchase agreement pursuant to which it acquired the issued and outstanding shares of ANLA, LLC. (“Access Networks”), an enterprise-grade networking solutions provider offering networking products, design, configuration, monitoring and support services. The acquisition enhanced the Company’s networking solutions for residential and commercial networks. The Company agreed to a purchase price of $36,641, consisting of both cash and equity, plus contingent consideration of up to $2,000 based upon the achievement of specified financial targets. The Access Networks acquisition closed on May 28, 2021. The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the closing date. The Company allocated any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. Goodwill arising from the Access Networks acquisition primarily consists of synergies from integrating the distribution of products through the Company’s existing distribution channels. As part of the acquisition, the Company was be required to pay additional consideration upon the achievement of specified financial targets. As of the acquisition date, the fair value of the contingent consideration was $2,000. During the year ended December 30, 2022, the agreement was modified to change the covered revenue period, reducing expected payouts based on future revenues. As a result of the modification, the fair value of the contingent consideration was reduced to $250 and was paid during the first quarter of the fiscal year ending December 30, 2023. The change in fair value was recorded as a reduction in selling, general and administrative expenses. The Company has recorded a liability of $250 as of December 30, 2022 in accrued liabilities and $2,000 as of December 31, 2021 in other liabilities, respectively, on the Company’s consolidated balance sheet. The allocation of the purchase price for the Access Networks acquisition is as follows: Total purchase consideration $ 38,641 Cash and cash equivalents $ 795 Accounts receivable 794 Inventory 2,029 Property and equipment 77 Identifiable intangible assets 17,700 Total identifiable assets acquired 21,395 Accounts payable 1,266 Accrued liabilities 1,218 Other liabilities 586 Deferred income tax liabilities 710 Total liabilities assumed 3,780 Net identifiable assets acquired 17,615 Goodwill 21,026 Net assets acquired $ 38,641 As of the acquisition date, for income tax purposes, goodwill of $13,616 was determined to be deductible in future periods. The acquisition of Access Networks was treated partially as a taxable acquisition and therefore any contingent consideration paid would result in an increase in tax deductible goodwill. As of the acquisition date, the tax basis in deductible goodwill was evaluated based on the fair value of the contingent consideration at the acquisition date being settled in full. As a result of the reduction in contingent consideration expected to be paid, the value of tax-deductible goodwill was reduced by the same amount, bringing the value to $11,866 as of the year ended December 30, 2022. The Company recorded intangible assets related to the acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Customer relationships 10 $ 14,400 Trade name 6 3,300 Total intangible assets $ 17,700 Other liabilities assumed consisted primarily of warranty reserves and deferred revenue. The long-term warranty reserves are primarily based on historical failure rates, costs to repair or replace the product, and any necessary shipping costs, which are considered to approximate the fair value of the remaining obligation. Deferred revenue was recorded at fair value, resulting in a cumulative balance for the acquisition of $883 in accrued liabilities and $586 in other liabilities. The Company recognized $197 of transaction-related expenses, consisting primarily of advisory, legal, and other professional fees related to the acquisition. These transaction-related expenses were incurred by and for the benefit of the Company, and were included in selling, general, and administrative expenses in the consolidated statements of operations. Pro forma financial information related to the Clare and Staub acquisitions in 2022 and the Access Networks acquisition in 2021 has not been provided as it is not material to the Company’s consolidated results of operations. The results of operations of the acquisitions are included in the Company’s consolidated results of operations from the date of acquisition and were not significant for the year ended December 30, 2022. |
Revenue and Geographic Informat
Revenue and Geographic Information | 12 Months Ended |
Dec. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Geographic Information | Revenue and Geographic Information Contract Balances — Amounts invoiced in advance of revenue recognition are recorded as deferred revenue on the consolidated balance sheets. Deferred revenue primarily relates to unspecified software updates and upgrades, hosting, technical support, marketing incentive programs, and subscription services. The following table represents the changes in deferred revenue for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: December 30, December 31, December 25, Deferred revenue – beginning of period $ 33,385 $ 30,466 $ 23,820 Amounts billed, but not recognized 34,401 28,536 28,366 Recognition of revenue (32,953) (27,086) (21,720) Deferred revenue acquired 218 1,469 — Deferred revenue – end of period $ 35,051 $ 33,385 $ 30,466 The Company recorded deferred revenue of $22,611 and $20,944 in accrued liabilities and $12,440 and $12,441 in other liabilities as of December 30, 2022 and December 31, 2021, respectively. Disaggregation of Revenue — The following table sets forth revenue by geography for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: 2022 2021 2020 Domestic integrators (a) $ 913,832 $ 829,845 $ 684,980 Domestic other (b) 57,877 59,155 34,449 International (c) 152,102 119,013 94,684 Total $ 1,123,811 $ 1,008,013 $ 814,113 (a) Domestic integrators is defined as professional “do-it-for-me” integrator customers who transact with Snap One through a traditional integrator channel in the United States, excluding the impact of recently acquired businesses domestically, specifically Access Networks. (b) Domestic other is defined as recently acquired entities, specifically Access Networks, and revenue generated through managed transactions with non-integrator customers, such as national accounts. (c) International consists of all integrators and distributors who transact with Snap One outside of the United States. The following table sets forth revenue by product type between proprietary products and third-party products for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: 2022 2021 2020 Proprietary products (a) $ 762,088 $ 702,626 $ 578,412 Third-party products (b) 361,723 305,387 235,701 Total $ 1,123,811 $ 1,008,013 $ 814,113 (a) Proprietary products consist of products and services internally developed by Snap One and sold under one of Snap One’s proprietary brands. (b) Third-party products consist of products that Snap One distributes but to which Snap One does not own the intellectual property. Additionally, the Company’s revenue includes amounts recognized over time and at a point in time, and are as follows for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: 2022 2021 2020 Products transferred at a point in time $ 1,090,858 $ 980,927 $ 792,393 Services transferred over time 32,953 27,086 21,720 Total $ 1,123,811 $ 1,008,013 $ 814,113 Disaggregation of Property & Equipment — Property and equipment, net, by geography as of December 30, 2022 and December 31, 2021: 2022 2021 United States $ 29,470 $ 18,027 International 5,488 4,576 Total $ 34,958 $ 22,603 |
Inventories
Inventories | 12 Months Ended |
Dec. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventory is stated at the lower of cost or net realizable value, cost being determined under the moving-average method, first-in, first-out (“FIFO”) basis, or specific identification. Inventory costs include the net acquisition cost from the factory, the cost of transporting the product to the Company’s warehouses, and product assembly costs. Reserves for slow-moving and obsolete inventories are provided on historical experience, inventory aging, and product demand. The Company evaluates the adequacy of these reserves and makes adjustments to reserves, as required. As of December 30, 2022, and December 31, 2021, the Company’s inventory consisted of the following: 2022 2021 Finished goods $ 308,768 $ 210,540 Raw materials 19,457 10,454 Work in process 500 548 Reserve for obsolete and slow-moving inventory (14,137) (10,578) Total inventories $ 314,588 $ 210,964 Changes in the Company’s reserve for obsolete and slow-moving inventory as of December 30, 2022, December 31, 2021, and December 25, 2020 consisted of the following: Inventory Reserve - December 27, 2019 $ 6,589 Valuation adjustment 4,579 Write-offs (718) Inventory Reserve – December 25, 2020 $ 10,450 Valuation adjustment 4,578 Write-offs (4,450) Inventory Reserve – December 31, 2021 $ 10,578 Valuation adjustment 7,214 Write-offs (3,655) Inventory Reserve – December 30, 2022 $ 14,137 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, as of December 30, 2022, and December 31, 2021, consisted of the following: 2022 2021 Equipment $ 17,554 $ 13,422 Computers and software 25,965 22,438 Furniture and fixtures 4,524 3,609 Leasehold improvements 16,791 11,505 Construction in progress 12,010 4,512 Total property and equipment 76,844 55,486 Less: Accumulated depreciation (41,886) (32,883) Property and equipment, net $ 34,958 $ 22,603 Total depreciation expense for the years ended December 30, 2022, December 31, 2021, and December 25, 2020 was $9,353, $8,028 and $10,481, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net Goodwill as of December 30, 2022, and December 31, 2021, was $592,186 and $580,761, respectively. Changes in the carrying value of goodwill are summarized as follows: Balance - December 25, 2020 $ 559,735 Additions (a) 21,026 Balance - December 31, 2021 $ 580,761 Additions (a) 12,184 Cumulative translation adjustments (759) Balance - December 30, 2022 $ 592,186 (a) Goodwill increased by $12,184 in 2022 due to the acquisitions of Staub and Clare, and by $21,026 in 2021 due to the acquisition of Access Networks. See Note 3 for additional details on the Company’s acquisitions. As of December 30, 2022, and December 31, 2021, other intangible assets, net, consisted of the following: December 30, 2022 Estimated Gross Carrying Amount (1) Accumulated Net Carrying Customer relationships 5 – 25 years $ 520,825 $ (123,393) $ 397,432 Technology 4 – 15 years 98,478 (54,391) 44,087 Trade names – definite 2 – 10 years 59,963 (23,627) 36,336 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 755,830 $ (201,411) $ 554,419 (1) Amounts also include any net changes in intangible asset balances for the periods presented that resulted from foreign currency translation. December 31, 2021 Estimated Gross Carrying Accumulated Net Carrying Customer relationships 5 – 25 years $ 509,162 $ (96,149) $ 413,013 Technology 5 – 15 years 95,078 (38,221) 56,857 Trade names – definite 2 – 10 years 57,660 (16,902) 40,758 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 738,464 $ (151,272) $ 587,192 Total amortization expense for intangible assets for the years ended December 30, 2022, December 31, 2021 and December 25, 2020 was $50,229, $48,553 and $47,491, respectively. The weighted-average useful life remaining for amortizing definite lived intangible assets was approximately 14.5 years as of December 30, 2022. As of December 30, 2022, the estimated amortization expense for intangible assets for the next five fiscal years and thereafter are as follows: 2023 $ 49,705 2024 43,204 2025 35,588 2026 35,233 2027 34,417 Thereafter 279,708 Total $ 477,855 |
Debt Agreements
Debt Agreements | 12 Months Ended |
Dec. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Agreements | Debt Agreements On August 4, 2017, the Company’s wholly owned subsidiary, Wirepath, LLC, (“Borrower”), entered into a credit agreement (as amended from time to time, “Old Credit Agreement”), consisting of a senior secured term loan (“Old Initial Term Loan”) and a senior secured revolving credit facility (“Old Revolving Credit Facility”). On August 1, 2019, the Borrower amended the Old Credit Agreement to borrow an additional senior secured term loan (“Old Incremental Term Loan” and, together with the Old Initial Term Loan, as amended, “Old Term Loans”) and increased the commitments under the Old Revolving Credit Facility. On August 4, 2021, the Company used a portion of the net proceeds from the IPO to prepay $216,902 in aggregate of the amount of the Old Incremental Term Loan consisting of $215,874 in principal plus accrued interest of $1,028. In connection with the prepayment, the Company incurred a charge of $6,645 related to the write-off of the proportionate amount of the unamortized debt issuance costs at the time of the prepayment which was recorded in loss on extinguishment of debt on the Company’s consolidated statement of operations for the year ended December 31, 2021. The unamortized debt issuance costs are allocated between the remaining original loan balance and the portion of the loan paid down on a pro-rata basis. On December 8, 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with various financial institutions consisting of a $465,000 in aggregate principal amount of senior secured term loans maturing in seven years (the “Term Loan”) and a $100,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) maturing in five years (the “Revolving Credit Facility”). In connection with the closing of the Credit Agreement, the Company repaid in full approximately $451,400 of existing borrowings, including accrued interest. The Old Term Loans and Old Revolving Credit Facility and related agreements and documents under the Old Credit Agreement were terminated upon the effectiveness of the Credit Agreement. The issuance of the Credit Agreement and repayment of the Old Term Loans were evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments - Derecognition , to determine whether the refinancing transaction should be accounted for as a debt modification or extinguishment. Each lender involved in the refinancing transaction was analyzed to determine if its participation was a debt modification or an extinguishment. Debt issuance costs for exiting lenders who chose not to participate in the Term Loan were accounted for as extinguishments. Debt discounts and costs incurred with third parties for the issuance of the Term Loan totaling $9,079 were capitalized and amortized over the term of the Term Loan. These capitalized fees associated with new and continuing lenders are presented as cash flows from financing activities on the consolidated statements of cash flows. The Company wrote off $5,427 in debt issuance costs related to the extinguishment of the Old Term Loans which was recorded in loss on extinguishment of debt on our consolidated statement of operations for the year ended December 31, 2021. On October 2, 2022, the Company entered into an Incremental Agreement (the “Incremental Agreement”) with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”) to provide incremental term loans (the “Incremental Term Loan”) in an aggregate principal amount of $55,000. The Incremental Agreement amended the Credit Agreement, dated as of December 8, 2021, among the Company, the lenders party thereto from time to time, the Administrative Agent and the other parties party thereto (as amended by the Incremental Agreement, the “Amended Credit Agreement’). The Company used the proceeds from the Amended Credit Agreement to pay down the existing revolver balance, further increasing its liquidity and allowing for additional flexibility to invest in organic or inorganic growth or use for general corporate purposes. The term loans issued under the Incremental Agreement will mature on the third anniversary of the funding date. On October 26, 2022, the Company entered into an interest rate cap agreement, on the LIBOR component of interest, with Bank of America as the counterparty. The interest rate cap is effective December 31, 2022. The Company will pay a premium of $6,573 at the maturity date of December 31, 2025. The notional amount of the interest rate cap is $350,000 and has a strike rate of 5.00%, which effectively caps the LIBOR rate on $350,000 of the floating rate debt at 5.00%. Borrowings under the Term Loan will bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the federal funds effective rate, (b) the prime rate and (c) the eurocurrency rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.50% or (2) an applicable margin plus a eurocurrency rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs; provided that such rate is not lower than a floor of 0.50%. Borrowings under the Incremental Term Loan will bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the federal funds effective rate, (b) the prime rate and (c) the forward-looking term rate based on Secured Overnight Financing Rate (“SOFR”) for an interest period of one month plus 1.00%; provided that such rate is not lower than a floor of 1.50% or (2) an applicable margin plus a forward-looking rate based on SOFR for the interest period relevant to such borrowing provided that such rate in not lower than a floor of 0.50%. The interest rate for the Term Loan was 7.38% as of December 30, 2022 and 5.00% December 31, 2021. The interest rate for the Incremental Term Loan was 10.42% as of December 30, 2022. Borrowings under the Revolving Credit Facility will bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the federal funds effective rate, (b) the prime rate and (c) the eurocurrency rate determined by reference to the cost of funds adjusted for certain additional costs, plus 1.00%; provided such rate is not lower than a floor of 1.00% or (2) a eurocurrency rate determined by reference to the applicable cost of funds for such borrowing adjusted for certain additional costs; provided such rate is not lower than a floor of zero. As of December 30, 2022, the interest rate of borrowings for the Revolving Credit facility was 9.22%. The Term Loan amortizes in fixed equal quarterly installments in an amount equal to 1.0% per annum of the total aggregate principal amount thereof immediately after borrowing, with the balance due at maturity. The Company may voluntarily prepay loans or reduce commitments under the Credit Agreement, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty (subject to customary exceptions). The Company’s outstanding debt as of December 30, 2022 and December 31, 2021 was as follows: Maturity Date December 30, 2022 December 31, 2021 Credit Agreement Term Loan 12/8/2028 $ 461,513 $ 465,000 Incremental Term Loan 10/2/2025 $ 55,000 $ — Revolving Credit Facility 12/8/2026 $ 12,000 $ — Outstanding letters of credit 12/8/2026 $ 5,060 $ 4,894 The amount available under the Revolving Credit Facility was $82,940 and $95,106 as of December 30, 2022 and December 31, 2021. As of December 30, 2022, the future scheduled maturities of the above notes payable are as follows: 2023 $ 5,200 2024 3,900 2025 58,688 2026 16,650 2027 5,813 Thereafter 438,262 Total future maturities of long-term debt 528,513 Unamortized debt issuance costs (15,855) Total indebtedness 512,658 Less: Current maturities of long-term debt 5,063 Long-term debt $ 507,595 Unamortized costs related to the issuance of the Term Loan were $14,655 as of December 30, 2022 and $12,256 as of December 31, 2021, and was presented as a direct deduction from the carrying amount of long-term debt. Unamortized costs related to the issuance of the Revolving Credit Facility were $1,200 as of December 30, 2022 and were presented as a direct deduction from the carrying amount of the Revolving Credit Facility. As of December 31, 2021, unamortized costs related to the issuance of the Revolving Credit Facility were $1,506 and were included in other assets in the consolidated balance sheet. The costs related to debt issuances are amortized to interest expense over the life of the related debt. As of December 30, 2022, the future amortization of debt issuance costs was as follows: 2023 $ 3,166 2024 3,396 2025 3,374 2026 2,123 2027 1,918 Thereafter 1,878 Total $ 15,855 Interest expense as of December 30, 2022, December 31, 2021 and December 25, 2020 consisted of the following: 2022 2021 2020 Interest expense from Old Credit Agreement $ — $ 26,586 $ 39,408 Interest expense from Term Loan 30,993 1,485 — Interest expense from Revolving Credit Facility 2,462 38 — Interest expense, Other 238 — 20 Amortization of debt issuance costs 2,146 5,053 6,101 Total interest expense $ 35,839 $ 33,162 $ 45,529 Debt Covenants and Default Provisions — The Credit Agreement contains various customary affirmative and negative covenants, including restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, repurchase our securities, undertake transactions with affiliates, make other investments, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, pay dividends or distribute excess cash flow. The Company was in compliance with all debt covenants as of December 30, 2022 and December 31, 2021. In addition, the Revolving Credit Facility is subject to a first lien secured net leverage ratio of 7.50 to 1.00, tested quarterly commencing with the fiscal quarter ending on or about June 30, 2022, if, and only if, the aggregate principal amount from the Revolving Credit Facility loans, letters of credit (to the extent not cash collateralized or backstopped or, in the aggregate, not in excess of the greater of $10,000 and the stated face amount of letters of credit outstanding on the initial closing date of the Credit Agreement) and swingline loans outstanding and/or issued, as applicable, exceeds 35.0% of the total amount of the Revolving Credit Facility commitments. The Company may also be required to make additional payments under the financing agreement equal to a percentage of the Company’s annual excess cash flows or net proceeds from any non-ordinary course asset sales or certain debt issuances, if any. The lender has the option to decline the prepayment. The Company did not incur any expected mandatory excess cash flow payments for the period ended December 30, 2022 or December 31, 2021. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair Value of Financial Instruments — The fair values and related carrying values of financial instruments that are not required to be remeasured at fair value on the consolidated statements of operations were as follows: As of December 30, 2022 As of December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Assets Notes receivable, net $ 59 $ 59 $ 6,484 $ 6,764 Liabilities Term Loan $ 461,513 $ 421,130 $ 465,000 $ 462,675 Incremental Term Loan $ 55,000 $ 51,700 $ — $ — The fair values of notes receivable are estimated using a discounted cash flow analysis using interest rates currently offered for loans with similar credit quality which represent Level 2 inputs, and are included in other assets and other current assets on the balance sheet. The fair value of long-term debt was established using current market rates for similar instruments traded in secondary markets representing Level 2 inputs. The fair value of the Revolving Credit Facility approximates carrying value as the related interest rates approximate the Company’s incremental borrowing rate for similar obligations. Additionally, cash and cash equivalents, accounts receivable, net, prepaid expenses, accounts payable, and accrued liabilities are classified as Level 1 and the carrying value of these assets and liabilities approximates the fair value due to the short-term nature of these financial instruments. Notes Receivable — During the year ended December 30, 2022, the Company acquired Clare, which had an outstanding unsecured loan with the Company. The Company recorded a $5,872 loss on the settlement of the unsecured loan from Clare which is included in Selling, general and administrative expenses on the Company’s Consolidated Statement of Operation. At the acquisition date, the Company settled the notes receivable for $1,400 as part of the transaction. See Note 3 for more information regarding the Clare acquisition. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis — On October 26, 2022, the Company entered into an interest rate cap agreement, on the LIBOR component of interest. The interest rate cap is effective December 31, 2022. The interest rate cap agreement does not qualify for hedge accounting treatment and, accordingly, the Company records the fair value of the agreements as an asset or liability and the change in fair value as income or expense during the period in which the change occurs. The fair value of the interest rate cap is determined using widely accepted valuation techniques based on its maturity and observable market-based inputs, including interest rate curves. This measurement is considered a Level 2 measurement. The interest rate cap had a fair value of $2,563 as of December 30, 2022 and is recorded in other liabilities on the Company’s consolidated balance sheet. The fair value of the contingent consideration liability related to the Access Networks acquisition is based on unobservable inputs, including management estimates and assumptions about future revenues, and is, therefore, classified as Level 3. During the year ended December 30, 2022, the agreement was modified to change the covered revenue period, reducing expected payouts based on future revenues. As a result of the modification, the fair value of the contingent consideration was reduced to $250 and was paid during the first quarter of the fiscal year ending December 29, 2023. The change in fair value was recorded as a reduction in selling, general and administrative expenses. The Company has recorded a liability of $250 as of December 30, 2022 in accrued liabilities and $2,000 as of December 31, 2021 in other liabilities, respectively, on the Company’s consolidated balance sheet. The Company utilizes a Monte Carlo simulation in an option pricing framework, where a range of possible scenarios are simulated, in order to determine the fair value of the CVR. Any future increase in the fair value of the CVR obligations, based on an increased likelihood that the underlying milestones will be achieved, and the associated payment or payments will, therefore, become due and payable, will result in a charge to selling, general and administrative expenses in the period in which the increase is determined. Similarly, any future decrease in the fair value of the CVR obligations will result in a reduction in selling, general and administrative expenses. CVR liabilities are categorized as other liabilities in the accompanying consolidated balance sheets and are classified as Level 3. Fair value at December 30, 2022 Valuation Technique Unobservable Input Volatility Contingent Value Rights $1,700 Monte Carlo Volatility 60% Changes in the CVRs for the years ended December 30, 2022, December 31, 2021 and December 25, 2020 were as follows: CVR fair value – December 27, 2019 $ 3,200 Fair value adjustments 800 CVR fair value – December 25, 2020 $ 4,000 Fair value adjustments 4,900 CVR fair value – December 31, 2021 $ 8,900 Fair value adjustments (7,200) CVR fair value – December 30, 2022 $ 1,700 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of December 30, 2022, and December 31, 2021, consisted of the following: December 30, December 31, Deferred revenue $ 22,611 $ 20,944 Payroll, vacation and bonus accruals 11,068 21,340 Warranty reserve 10,682 14,549 Customer rebate program 5,863 4,775 Sales return allowance 5,148 3,999 Incurred but not reported self-insurance 1,860 1,556 Interest payable 1,578 1,523 Taxes 944 1,774 Other accrued liabilities 4,851 5,057 Total accrued liabilities $ 64,605 $ 75,517 |
Warranties
Warranties | 12 Months Ended |
Dec. 30, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Warranties | Warranties Changes in the Company’s accrued warranty liability for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, were as follows: Accrued warranty – December 27, 2019 $ 19,989 Warranty claims (12,252) Warranty provisions 8,786 Accrued warranty – December 25, 2020 $ 16,523 Warranty claims (12,455) Warranty provisions 14,704 Accrued warranty – December 31, 2021 $ 18,772 Warranty claims (12,310) Warranty provisions 8,577 Accrued warranty – December 30, 2022 $ 15,039 The Company has recorded accrued warranty liabilities of $10,682 and $14,549 in accrued liabilities as of December 30, 2022 and December 31, 2021, respectively, and $4,357 and $4,223 in other liabilities in the accompanying consolidated balance sheet as of December 30, 2022 and December 31, 2021, respectively. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement Plan The Company has a 401(k) plan Company contributions to the plan, net of forfeitures, were $5,355, $4,471 and $3,727 for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, respectively. |
Equity Agreements and Incentive
Equity Agreements and Incentive Equity Plans | 12 Months Ended |
Dec. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Agreements and Incentive Equity Plans | Equity Agreements and Incentive Equity Plans Former Parent Incentive Plan — In October 2017, the Former Parent Entity approved the Class B Unit Incentive Plan (the “2017 Plan”) pursuant to the Company’s partnership agreement (“Partnership Agreement”), which established the terms and provided for grants of certain incentive units to employees, officers, directors, consultants, and advisors of the Former Parent Entity containing service-based and/or market-based vesting criteria. Class B-1 Incentive Units (“B-1 Units”) issued under the 2017 Plan vest in installments over a five-year period, subject to the grantee’s continued employment or service. Class B-2 Incentive Units (“B-2 Units” and collectively with the B-1 Units, “Incentive Units”) issued under the 2017 Plan contain both service conditions consistent with the B-1 Units and market-based vesting conditions that require the achievement of a specified return hurdle to the controlling shareholders in order to vest. The fair value of equity-classified awards is determined on the date of grant and is not remeasured. All B-1 Units and B-2 Units are classified as equity awards. For B-2 Units, the determination of the fair value of these awards takes into consideration the likelihood of achievement of the market condition. Prior to the modification of the Incentive Units in connection with the Company’s IPO on July 27, 2021, the Company recognized $2,605 of compensation expense related to the Incentive Units within selling, general and administrative expenses in the accompanying consolidated statements of operations during the year ended December 31, 2021. The Company recognized $4,284 of compensation expense within selling, general and administrative expenses related to Incentive Units for the years ended December 25, 2020. Prior to the IPO, the B-1 and B-2 units granted and the total grant-date fair value of B-1 Units that vested during the year ended December 31, 2021 were not significant. The fair value of Incentive Units granted during the year ended December 25, 2020 was estimated using an option pricing model with the following key assumptions: 2020 Expected holding period 4 years Risk-free rate of return 0.20 - 0.30% Expected dividend yield — % Expected volatility 47 - 51% Discount for lack of marketability 20 - 25% Prior to the IPO, the Company estimated a discount for lack of marketability (“DLOM”) using a put option model. The DLOM reflects the lower value placed on securities that are not freely transferable, as compared to those that trade frequently in established markets. The weighted-average grant date fair value per share of B-1 Units granted during the year ended December 25, 2020 was $0.42. There were no B-2 Units granted during the year ended December 25, 2020. The total grant-date fair value of B-1 Units that vested during the year ended December 25, 2020 was $4,260. 2021 Incentive Plan — On July 16, 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) in order to provide a means through which to attract, retain and motivate key personnel. Awards available for grant under the 2021 Plan include non-qualified and incentive stock options, restricted shares of our common stock, other equity-based awards tied to the value of our common stock and cash-based awards. Equity Award Conversion — During the year ended December 31, 2021, and in connection with the IPO, all outstanding unvested Incentive Units were replaced with newly issued shares of our restricted common stock based on: • a ratio that takes into account the number of unvested Incentive Units held, • the applicable distribution threshold applicable to the Incentive Units, and • the value of distributions that the holder would have been entitled to receive had the Former Parent Entity liquidated on the date of such replacement in accordance with the terms of the distribution “waterfall” set forth in the Partnership Agreement. Vested Incentive Units were exchanged into shares of our common stock using the same formula as unvested Incentive Units (together, the “Equity Award Conversion”). The Equity Award Conversion resulted in a modification of the Incentive Units for accounting purposes. B-1 Incentive Unit Modification The restricted stock awards issued in exchange for unvested B-1 Units were of commensurate value and did not result in any incremental fair value provided to the holders of such awards. The restricted shares of common stock that the holders received in exchange for their unvested B-1 Units are subject to the same vesting terms that applied to the B-1 Units prior to the Equity Award Conversion. The Company will recognize the remaining unrecognized compensation expense prospectively over the requisite service period under the straight-line method. B-2 Incentive Unit Modification Prior to the exchange for newly issued restricted stock awards, B-2 Units vested based upon the satisfaction of an explicit service period and a market condition. The restricted stock awards issued to replace B-2 Units vest based upon achievement of one or more of: (i) a total return hurdle, (ii) an average return hurdle and/or (iii) a volume weighted average price hurdle, which are substantially the same as the previous market-condition vesting criteria of the B-2 Units. Although the restricted stock awards that replace the B-2 Units do not contain an explicit service condition, the vesting is subject to continued employment and will be forfeited if these hurdles, which include both market and performance conditions, are not achieved on or prior to February 4, 2024, resulting in a derived service period. For the majority of B-2 Units, the requisite service period was extended as a result of the modification. The acceleration of compensation expense due to the modification of vesting terms was immaterial. Awards issued in connection with the 2021 Plan — During the year ended December 31, 2021, the Company, under the 2021 Plan and in connection with the Equity Award Conversion, granted 4,243 options to holders of B-1 Units (“Time-based Options”) and 1,155 options to holders of B-2 Units (“Market-based Options” and collectively with the Time-based Options, “Leverage Replacement Options”). The Leverage Replacement Options have an exercise price equal to the initial public offering price per share of the Company’s common stock and a contractual term of ten years from the initial grant date of the related Incentive Unit. The Time-based Options are subject to the same time-based vesting and the Market-based Options are subject to the same market-condition vesting criteria outlined for the restricted stock awards issued for the Incentive Units. Additionally, recipients of the Leverage Replacement Options received both vested and unvested Leverage Replacement Options in the same proportion as their vested and unvested B-1 and B-2 Units held immediately prior to the IPO and upon the Equity Award Conversion. The Company immediately recognized compensation expense for vested Time-based Options on the grant date as the awards provide value to the holders that is incremental to the value of B-1 Units held prior to the IPO and related modification. There were no vested B-2 Units at the date of the IPO and therefore no immediate expense recognition. In addition to the Leverage Replacement Options, the Company issued additional Time-based Options which vest over three years during the year ended December 31, 2021. Restricted Stock Awards In connection with the IPO, the Company issued restricted common stock to holders of unvested B-1 Units and B-2 Units. The grant date fair value of restricted stock awards was determined to be $18.00 per share, based on the initial listing price of the Company’s common stock on the grant date. The summary of the Company’s restricted stock awards activity is as follows: Restricted Stock Awards B-1 Incentive Units B-2 Incentive Units Number of Weighted- Average Grant-Date Fair Value Number of Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2021 633 $ 18.00 807 $ 18.00 Granted — — — — Vested 389 18.00 — — Forfeited 21 18.00 15 18.00 Outstanding at December 30, 2022 223 $ 18.00 792 $ 18.00 For the year ended December 31, 2021, the weighted average grant date fair value of B-1 and B-2 Units was $18.00 per share. No B-1 or B-2 Units were granted for the year ended December 30, 2022. The fair value of B-1 Units that vested during the years ended December 30, 2022 and December 31, 2021 was $7,002 and $3,402, respectively. No B-2 Units vested during the years ended December 30, 2022 and December 31, 2021. Stock Options The Company utilized the Black-Scholes option pricing model to estimate the fair value of the Time-based Options. The Company used a Monte Carlo simulation to estimate the fair value and derived service period of the Market-based Options. Significant assumptions included in these models were the risk-free interest rate, the expected volatility, and the expected dividend yield. Volatility was estimated based on historical volatility of comparable companies. The average expected term for the Market-based Options was derived based on an average of the outcomes of various scenarios performed under the Monte Carlo simulation. The fair values of the stock options were derived using the following key assumptions: Time-based Options Market-based Options Expected term 3.1-7.0 years years 2.5 years Risk-free rate of return 0.4 -1.0% 0.6 % Expected dividend yield — % — % Expected volatility 45 % 45 % The summary of the Company’s option activity as of December 30, 2022 is as follows: Time-based Options Market-based Options Number of Weighted- Average Grant-Date Fair Value Aggregate Intrinsic Value (a) Number of Weighted- Average Grant-Date Fair Value Aggregate Intrinsic Value (a) Outstanding at December 31, 2021 4,393 $ 6.49 $ 13,532 1,155 $ 5.66 $ 3,558 Granted — $ — — — $ — — Exercised — $ — — — $ — — Forfeited 160 $ 7.06 — 30 $ 5.66 — Outstanding at December 30, 2022 4,233 $ 6.47 $ — 1,125 $ 5.66 $ — Options exercisable at December 30, 2022 3,141 $ 6.19 $ — — $ — $ — (a) The intrinsic value represents the amount by which the fair value of the Company’s stock exceeds the option exercise price as of December 30, 2022 and December 31, 2021, respectively. The weighted average grant date fair value of the Time-based and Market-based Options granted during the year ended December 31, 2021, was $6.47 and $5.66, respectively. No Time-based or Market-based Options were granted during the year ended December 30, 2022. The fair value of Time-based Options that vested during the years ended December 30, 2022 and December 31, 2021 was $5,602 and $13,842, respectively. No Market-based Options vested during the period ending December 30, 2022 and December 31, 2021 . Restricted Stock Units — The Company awarded restricted stock units (“RSUs”) under the 2021 Plan to its employees and directors. These RSUs are subject to time-based vesting conditions based on the continued service of the RSU holder. RSUs granted typically have an initial annual cliff vest and then vest quarterly over the remaining service period, which is generally one The summary of the Company’s RSU activity is as follows: Restricted Stock Units Number of Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2021 390 $ 18.22 Granted 1,286 16.99 Vested 221 18.12 Forfeited 95 18.47 Outstanding at December 30, 2022 1,360 $ 17.05 The weighted average grant date fair value of the restricted stock units granted during the years ended December 30, 2022 and December 31, 2021, was $16.99 and $18.22, respectively. The fair value of restricted stock units that vested was $4,012 for the year ended December 30, 2022. No restricted stock units vested during the period ending December 31, 2021 . Performance Stock Units — During the year ended December 30, 2022, the Company granted performance-based restricted stock units (“PSUs”) to certain employees under the 2021 Plan. The fair value of PSUs granted is based on the Company’s closing stock price on the date of grant. Each PSU grant vests in annual tranches over a three-year service period. Total units earned for grants may vary between 0% and 200% of the units granted based on the attainment of net sales and company-specific adjusted EBITDA targets during the performance period (generally the fiscal year of the date of the grant) and upon continued service. Adjustments to compensation expense are made each period based on changes in our estimate of the number of PSUs that are probable of vesting. PSUs will vest with continued service and upon achievement of the relevant performance targets. The summary of the Company’s PSU activity is as follows: Performance Stock Units Number of Weighted-Average Outstanding at December 31, 2021 — $ — Granted 439 19.01 Vested — — Forfeited 9 20.46 Performance Adjustment (1) 176 20.46 Outstanding at December 30, 2022 254 $ 17.96 (1) Performance adjustment represents adjustments in shares outstanding due to the actual achievement of performance based awards, the achievement of which was based upon predefined financial performance targets. Total equity-based compensation expense — Equity-based compensation expense is included within selling, general and administrative expenses in the accompanying consolidated statements of operations. For all equity-based compensation awards, the Company recognizes forfeitures as they occur. Compensation expense for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, and unrecognized stock compensation expense and weighted average remaining expense period as of December 30, 2022 consisted of: December 30, 2022 December 30, 2022 December 31, 2021 December 25, 2020 Unrecognized compensation expense Weighted-Average Remaining Contractual Term (Years) 2017 Plan Incentive units $ — $ 2,605 $ 4,284 $ — — 2021 Plan Restricted stock awards 4,187 1,975 — 4,251 1.24 Time-based options 6,375 14,152 — 7,346 1.96 Market-based options 2,487 1,113 — 2,771 1.10 Restricted stock units 7,316 1,677 — 18,188 2.88 Performance stock units 2,108 — — 2,461 1.48 Other equity-based compensation 380 — — 828 2.05 Total $ 22,853 $ 21,522 $ 4,284 $ 35,845 1.89 Employee Stock Purchase Plan — The Company’s board of directors adopted, and its shareholders approved, the Snap One Holdings Corp. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP initially reserves 750 shares for issuance. The number of shares available for issuance under the ESPP is subject to adjustment for certain changes in our capitalization. Under the ESPP, shares of common stock may be purchased by eligible participants during defined purchase periods at 85% of the lesser of the closing price of the Company’s common stock on the first day or last day of each purchase period. The Company used a Black-Scholes option pricing model to value the common stock purchased as part of the Company’s ESPP. The fair value estimated by the option pricing model is affected by the price of the common stock as well as subjective variables that include assumed interest rates, our expected dividend yield, and our expected share volatility over the term of the award. Offering periods are generally six months long and begin on May 23 and November 23 of each year. For the year ended December 30, 2022, 158 shares of common stock were purchased under ESPP at an average price of $6.79 per share. Stock based compensation expense recognized related to the ESPP was $438 for the year ended December 30, 2022. Eligible participants contributed $287 as of December 30, 2022, which is included in accrued liabilities in the accompanying consolidated balance sheet. As of December 30, 2022, unrecognized compensation cost was $301. Control4 Equity Awards — In connection with the acquisition of Control4 Corporation (“Control4”) in 2019, the Company agreed to a settlement of Control4 equity awards that were outstanding immediately prior to the acquisition date, consisting of stock options and restricted stock units (collectively “C4 Equity Awards”). As of the acquisition date, 2,998 shares of C4 Equity Awards were cancelled and converted into rights to receive cash payments (“Replacement Awards”). During the year ended December 31, 2021, there were eight forfeited Replacement Awards. As of December 31, 2021, 41 unvested Replacement Awards remained outstanding and no vested Replacement Awards remained outstanding. As of December 30, 2022, all Replacement Awards have vested, and the related expense has been recognized. The Company recognized $294, $4,265 and $7,353 of compensation expense relating to the Replacement Awards within selling, general and administrative expenses in the accompanying consolidated statements of operations during the years ended December 30, 2022, December 31, 2021 and December 25, 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before income taxes, excluding loss for noncontrolling interests, consists of the following: December 30, 2022 December 31, 2021 December 25, 2020 Domestic $ (3,866) $ (44,650) $ (26,998) Foreign (6,219) 1,606 (2,237) Total $ (10,085) $ (43,044) $ (29,235) The components of income tax benefit for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, were as follows: December 30, 2022 December 31, 2021 December 25, 2020 Current Federal $ 2,794 $ — $ — State 2,289 1,005 96 Foreign 1,110 330 976 Total 6,193 1,335 1,072 Deferred Federal (5,954) (5,708) (8,778) State (1,790) (1,963) 3,756 Foreign 92 (306) (401) Total (7,652) (7,977) (5,423) Income tax benefit $ (1,459) $ (6,642) $ (4,351) The tax effects of temporary differences and carryforwards that gave rise to deferred tax assets and liabilities as of December 30, 2022 and December 31, 2021, are as follows: 2022 2021 Deferred Tax Assets Net operating loss $ 3,845 $ 17,815 Interest carryforward 7,793 8,442 Accrued liabilities and reserves 14,545 14,864 Uniform capitalization 593 352 Capital loss carryforward 8,719 8,719 R&D credits 17,296 17,923 Deferred revenue 3,422 3,724 Depreciable property 1,690 1,661 Stock compensation 8,020 4,294 Section 174 research and expenditures 18,046 — Other — 746 Total deferred tax assets 83,969 78,540 Valuation allowance (15,554) (15,044) Total deferred tax assets, net of valuation allowance 68,415 63,496 Deferred Tax Liabilities Amortization of intangibles (93,489) (96,952) Amortization of goodwill (17,072) (13,401) Transaction Costs (55) (219) Other (321) — Total deferred tax liabilities (110,937) (110,572) Net deferred tax liabilities $ (42,522) $ (47,076) The components of the Company’s net deferred tax liabilities as of December 30, 2022 and December 31, 2021, are as follows: December 30, 2022 December 31, 2021 Domestic deferred tax liabilities $ (40,505) $ (48,555) Foreign deferred tax liabilities (3,010) — Foreign deferred tax assets 993 1,479 Net deferred tax liabilities $ (42,522) $ (47,076) The Company’s deferred tax assets related to net operating losses and credits are shown net of their related unrecognized tax benefit. Significant judgment is required in determining the Company’s provision for income taxes and recording valuation allowances against deferred tax assets. In evaluating the ability to recover its deferred tax assets, in full or in part, the Company considers all available positive and negative evidence, including past operating results, forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. The Company determined, based on the available evidence, that it is uncertain whether certain of its jurisdictions will generate sufficient future taxable income and of the correct character to recognize certain of these deferred tax assets. As a result, the Company’s deferred tax asset for net operating losses, capital loss carryforwards and credits reflect a valuation allowance of $15,554 and $15,044 as of December 30, 2022 and December 31, 2021, respectively. Given its overall deferred tax liability position, the Company expects to fully utilize its U.S. federal and state net operating loss carryforward balances with the exception of a portion of the Utah state net operating loss. However, the Company expects a portion of their U.S. federal research and development credits to expire unused in future years along with all of their remaining state research and equipment credits. A partial valuation allowance has been established for the portion of credits expected to expire unused. The Company will continue to maintain a full valuation allowance against the foreign tax credit carryovers. In 2020, the Company sold the stock of their fully owned subsidiary, Autonomic Controls, Inc., for $1,104, incurring a capital loss of $35,039 for tax purposes. The Company has determined the capital loss will not be utilized due to insufficient capital gains. A full valuation allowance has been recorded against this asset for both federal and state. Net operating loss and tax credit carryforwards as of December 30, 2022 are as follows (gross of valuation allowance and uncertain tax positions): Amount Expiration Years Net operating losses, state $ 39,345 2023-2041 Net operating losses, state $ 750 Indefinite Net operating losses, foreign $ 8,435 2023-2026 Net operating losses, foreign $ 643 Indefinite Tax credit carryforwards, federal $ 21,548 2023-2042 Tax credit carryforwards, state $ 1,833 2023-2030 Capital loss carryforwards, federal $ 35,039 2025 Capital loss carryforwards, state $ 22,640 2025 The Company has performed Section 382 analyses to determine whether it experienced one or more ownership changes, as defined by Section 382, during the analysis period (the acquisition date in 2017 through the IPO effective date in July 2021) as well as other ownership changes. While an annual limitation does exist related to the net operating losses and credits carried forward, the Company does not anticipate that this limitation will cause any net operating losses and credits to expire before their utilization. U.S. Federal net operating losses incurred after 2017 are subject to an 80% limitation on taxable income. The Company recorded gross unrecognized tax benefit of $591, $161 and an expense of $187 during the years ended December 30, 2022, December 31, 2021 and December 25, 2020, respectively. The Company’s treatment of interest and penalties related to the resolution of uncertain tax positions is to report them as a component of income tax expense. However, the Company’s current unrecognized tax benefits are presented net with their related deferred tax assets or will be used on their fiscal year 2022 income tax return filing, therefore, no interest and penalties have been included in the Company’s income tax expense for years ended December 30, 2022, December 31, 2021 and December 25, 2020. Balance - December 27, 2019 $ 8,281 Additions for tax position of the current year 538 Reduction for tax positions of prior years for: Changes in judgment (670) Lapses of applicable statutes of limitations (55) Balance - December 25, 2020 $ 8,094 Additions for tax position of the current year 400 Reduction for tax positions of prior years for: Changes in judgment (162) Lapses of applicable statutes of limitations (76) Balance - December 31, 2021 $ 8,256 Additions for tax position of the current year 528 Reduction for tax positions of prior years for: Changes in judgment 148 Lapses of applicable statutes of limitations (85) Balance - December 30, 2022 $ 8,847 The Company files income tax returns in the United States, including various state and local jurisdictions. The Company’s subsidiaries file income tax returns in the United Kingdom, Australia, China, Germany, India, New Zealand, Switzerland, Serbia, and Canada. The Company is subject to federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company is no longer subject to income tax examinations for the following jurisdictions and years: federal, for years before 2019; state and local, for years before 2017; or foreign, for years before 2016. However, federal net operating loss and credit carryforwards from all years are subject to examination and adjustments for at least three years following the year in which the attributes are used. Starting December 27, 2019, and forward, the Company’s position is that its overseas subsidiaries will not invest undistributed earnings indefinitely. Future unremitted earnings when distributed are expected to be either distributions of GILTI or Sub F — previously taxed income or eligible for 100% dividends received deduction. The withholding on any unremitted earnings and related state income taxes on such earnings are not considered material. Therefore, the Company has not provided deferred U.S. income taxes from non-U.S. subsidiaries. The reconciliation of the Company’s effective income tax rate with the statutory rate is as follows: December 30, 2022 December 31, 2021 December 25, 2020 Federal income tax rate 21.00 % 21.00 % 21.00 % State income taxes (2.33) % 1.04 % 1.57 % Foreign income taxes (0.10) % (0.07) % 1.03 % Deferred rate change (3.78) % 0.46 % (6.00) % Foreign tax rate differences (1.71) % 0.42 % (1.31) % Autonomic sale (tax) — % — % 29.82 % Incentive stock compensation (12.73) % (2.23) % (3.08) % Cash in lieu of Tax Receivable Agreement — % (5.06) % — % Tax receivable agreement adjustments/amortization (0.31) % — % — % Research and development tax credits 33.50 % 2.84 % 14.37 % Valuation allowance (25.52) % 1.42 % (41.61) % Changes in uncertain tax positions (7.36) % (0.41) % 0.64 % Contingent value rights 9.25 % (1.47) % (0.35) % Foreign-derived intangible income 9.35 % — % — % Global intangible low-taxed income (2.51) % (0.66) % — % Meals and entertainment (1.93) % (0.22) % (0.20) % Other items, net (1) (0.35) % (1.64) % (1.00) % Effective income tax rate 14.47 % 15.42 % 14.88 % (1) Global intangible low-taxed income, contingent value rights, and meals and entertainment were grouped in other items, net for the prior two fiscal years as it was not material to require separate statement. The Company has updated the rate reconciliation for the prior years to separately state these items for consistency purposes. Due to pretax losses in the years ended December 30, 2022, December 31, 2021 and December 25, 2020, the effective rate items listed above with negative signs represent increases to income tax expense and positive amounts represent decreases to income tax expense. In March 2021, the U.S. Internal Revenue Service (“IRS”) began an examination of the Company’s 2018 U.S. federal income tax return. The examination concluded in 2022 with no change. In July 2021, the state of California began an examination of the Company’s 2018 California income tax return. The examination concluded in 2022 with no change. There are no open income tax audits as of December 30, 2022. |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Dec. 30, 2022 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | Tax Receivable AgreementUpon the closing of the IPO, the Company recognized a non-current liability of $112,681, which represented undiscounted aggregate payments that it expects to pay the TRA Participants under the TRA, with an offset to additional paid-in capital. Subsequent changes in the measurement of the liability will be adjusted through the consolidated statement of operations. The TRA liability is an estimate and estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The amount and timing of any payments under the TRA will vary depending upon a number of factors, including the amount, character and timing of the Company’s income. As of December 30, 2022, the Company recognized a total liability of $111,453, of which $10,191 and $101,262 are recorded within the current and noncurrent financial statement line items, respectively. As of December 31, 2021, the Company recognized a total liability of $112,406, which was recorded within the noncurrent tax receivable liability financial statement line item. For the years ended December 30, 2022 and December 31, 2021, the Company recognized measurement adjustments of $953 and $275, which were recognized in other income on the consolidated statements of operations. Payments under the TRA began after the filing of the Company’s 2021 federal tax return. The first payment, including accrued interest, was made on February 15, 2023 in the amount of $10,468.During the year-ended December 31, 2021, with respect to certain pre-IPO owners that are not TRA Participants, the Company paid $13,210 with cash on hand for their interests in lieu of their participation in the TRA. The Company paid $10,456 of the cash payments directly and were expensed and paid or accrued in conjunction with the closing of the IPO. The remaining $2,754 of the cash payments to pre-IPO owners are subject to vesting requirements and are held in escrow until vested. The cash payments held in escrow are included in the consolidated balance sheet in prepaid expenses and other assets and are expensed over the requisite service period. As of December 30, 2022 and December 31, 2021, $1,169 and $2,285, respectively, are included in prepaid expense and other assets. In total, $1,116 and $10,925 was recorded as compensation expense within selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 30, 2022 and December 31, 2021. For the year ended December 25, 2020, there was no compensation expense recorded. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings — During the normal course of business, the Company is occasionally involved with various claims and litigation. Reserves are established in connection with such matters when a loss is probable, and the amount of such loss can be reasonably estimated. As of December 30, 2022 and December 31, 2021, no significant reserves were recorded. The determination of probability and the estimation of the actual amount of any such loss are inherently unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. However, the Company does not expect the outcome of the matters currently pending will have a material adverse effect on the consolidated financial statements. |
Leases
Leases | 12 Months Ended |
Dec. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is a lease or contains a lease at inception. For all leases with a term longer than 12 months, operating leases are recorded under the noncurrent operating lease asset financial statement line item and the current and noncurrent operating lease liability financial statement line items on its consolidated balance sheets. The Company has lease agreements with lease and non-lease components, which the Company has elected to account for as a single lease component for all asset classes. Lease expense is recognized on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since most of the Company’s leases do not provide an implicit rate, the Company uses its own incremental borrowing rate (“IBR”) on a collateralized basis in determining the present value of lease payments. The Company utilizes a market-based approach to estimate the IBR. The Company’s lease arrangements primarily consist of operating leases for offices, warehouse space, and distribution centers. The leases have remaining lease terms of 1 year to 10 years, some of which include options to extend for up to an additional 5 years, and some of which include options to terminate prior to completion of the contractual lease term with or without penalties. The Company’s lease term only includes periods covered by options if those options are reasonably certain of being exercised (or not reasonably certain of being exercised as it relates to termination options). Variable lease payments that depend on an index or rate (such as the Consumer Price Index or a market interest rate) are included in the measurement of ROU assets and lease liabilities using the index or rate at the commencement date. Variable payments, other than those dependent upon an index or rate, are excluded from the measurement of the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The variable lease cost primarily represents variable payments related to common area maintenance and utilities. The Company’s leases do not contain any material residual value guarantees. The components of the Company’s lease costs are: December 30, 2022 Operating lease cost (a) $ 14,882 Variable lease cost 4,388 Short-term lease cost 301 Total lease cost $ 19,571 (a) Included in cost of sales, exclusive of depreciation and amortization, and selling, general and administrative expenses in the Company’s consolidated statement of operations. Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows: December 30, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 14,136 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 66,231 Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: December 30, 2022 Weighted-average remaining lease term 6.7 years Weighted-average discount rate 7.2 % As of December 30, 2022, future lease payments under non-cancelable lease commitments for the next five fiscal years and thereafter were as follows: 2023 $ 14,232 2024 13,817 2025 12,653 2026 10,536 2027 8,749 Thereafter 25,400 Total lease payments 85,387 Less: Imputed interest 20,317 Less: Lease incentive receivable 3,600 Present value of lease liabilities $ 61,470 As of December 30, 2022, the Company has entered into additional lease agreements for office space that have not yet commenced. Aggregate lease payments for these leases total $6,423 on an undiscounted basis. The future minimum lease payments for operating lease obligations under ASC Topic 840 as of December 31, 2021 were as follows: 2022 $ 13,168 2023 9,255 2024 7,558 2025 6,357 2026 4,510 Thereafter 5,460 Total future minimum lease payments $ 46,308 Under ASC 840, Leases , total rental expense for the years ended December 31, 2021 and December 25, 2020 was $12,325 and $10,909. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 30, 2022 | |
Equity [Abstract] | |
Stockholders Equity | Stockholders’ Equity Holders of voting common stock are entitled to one vote per share and to receive dividends. The Company had noncontrolling interests of $261 as of December 31, 2021. There was no noncontrolling interest outstanding as of December 30, 2022 due to the Company’s purchase of outstanding equity shares of Parasol. See Note 3 for further information. Changes in noncontrolling interests each period include net income attributable to noncontrolling interests and cash contributions by minority partners to the Company’s consolidated subsidiaries. There were no material cash contributions by minority partners for the years ended December 30, 2022, December 31, 2021 and December 25, 2020. In July 2021, the Company amended its Amended and Restated Certificate of Incorporation which, among other things, effected a 150-for-1 stock split of its shares of common stock, increased the par value of its common stock from $0.001 to $0.01 per share, increased the authorized number of shares of its common stock to 500,000 and authorized 50,000 shares of preferred stock. There was no preferred stock outstanding as of December 30, 2022, and December 31, 2021. All references to share and per share amounts in the Company’s consolidated financial statements have been retrospectively revised to reflect the stock split, the increase in par value and the increase in authorized shares. Share Repurchase Program — On May 12, 2022, the Company announced that its board of directors authorized a $25,000 share repurchase program. Under the share repurchase program, Snap One may purchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques such as accelerated share repurchases. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program expires at the end of 2023, does not obligate the Company to acquire a specified number of shares and may be modified, suspended or discontinued at any time at the board of directors’ discretion. Share repurchase activity consists of the following: December 30, 2022 Number of shares repurchased 269 Total cost $ 2,887 Average per share cost including commissions $ 10.71 The Company has elected to retire shares repurchased to date. Shares retired become part of the pool of authorized but unissued shares. The purchase price of the retired shares in excess of par value, including transaction costs, are recorded as a decrease to additional paid-in capital. As of December 30, 2022, $55 of share repurchases were included in accrued liabilities in our consolidated balance sheets, as these repurchase transactions had not yet settled. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share represents net loss divided by the weighted-average shares outstanding. Diluted loss per share is the same as basic income or loss per share, as the Company had no potentially dilutive securities during the year ended December 25, 2020. The following table presents the calculations of basic and diluted loss per share for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: For the Years Ended December 30, December 31, December 25, Net loss attributable to Company $ (8,626) $ (36,402) $ (24,884) Weighted-average shares outstanding - basic and diluted 74,651 65,541 58,865 Loss per share - basic and diluted $ (0.12) $ (0.56) $ (0.42) The Company’s restricted stock awards, stock options and restricted stock units were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive. Awards with performance and market-based vesting conditions are excluded from the calculation of dilutive potential common shares until the conditions have been satisfied. The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share attributable to common stockholders: December 30, 2022 December 31, 2021 Restricted stock awards 1,240 635 Time-based options 4,315 1,870 Market-based options 1,151 489 Restricted stock units 1,138 162 Performance stock units 231 — Other equity-based compensation 66 — Total 8,141 3,156 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related PartiesThe Company’s controlling shareholder, H&F, owns an insurance brokerage vendor used by the Company. For the years ended December 30, 2022 and December 31, 2021, the Company incurred $1,114 and $1,874 of expenses from this vendor. The Company incurred no expenses for the year ended December 25, 2020 related to this vendor. During 2022, the Company discontinued the use of vendor as its insurance broker, however the Company’s 401(k) plan continued to use the vendor as it’s Plan Administrator. No fees were billed to the Company directly for the 401(k) plan administration service. Additionally, H&F also has an ownership interest in a human capital management, payroll, HR service and workforce management vendor used by the Company. For the years ended December 30, 2022, December 31, 2021 and December 25, 2020, the Company incurred $519, $541 and $347 of expenses, respectively. These expenses are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Amounts owed by the Company in connection with the expenses described above were not material as of December 30, 2022, December 31, 2021 and December 25, 2020, respectively. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and all subsidiaries required to be consolidated. All intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Fiscal Period | The Company’s fiscal year is the 52 or 53-week period that ends on the last Friday of December. Fiscal year 2022 is a 52-week period, fiscal year 2021 was a 53-week period, and fiscal year 2020 was a 52-week period. |
Use of Accounting Estimates | Use of Accounting Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, the actual amounts could differ from those estimates. Significant estimates relied upon in preparing these consolidated financial statements include, but are not limited to, the amortization period associated with customer relationships, estimated standalone selling prices associated with products that contain distinct performance obligations not sold separately, warranty reserves, excess and obsolete inventory reserves, impairment of long-lived assets, impairment of indefinite lived intangibles and goodwill, assumptions related to the valuation of contingent value rights and equity awards, the valuation allowance associated with deferred tax assets, and the valuation of assets and liabilities associated with acquisitions. |
Business Combinations | Business Combinations — All of the Company’s acquisitions have been accounted for under ASC 805, Business Combinations . Accordingly, the accounts of the acquired companies, after adjustments to reflect fair values assigned to assets and liabilities, have been included in the consolidated financial statements from their respective dates of acquisition. The Company records purchase price in excess of amounts allocated to identifiable assets and liabilities as goodwill. Goodwill includes, but is not limited to, the value of the workforce in place, ability to generate profits and cash flows, and an established going concern. Customer relationships have been valued using the multi-period excess earnings method, a derivative of the income approach. The multi-period excess earnings method estimates the discounted net earnings attributable to the customer relationships that were acquired after considering items such as possible customer attrition. Estimated useful lives were determined based on the length and trend of projected cash flows. The length of the projected cash flow period was determined based on the expected attrition of the customer relationships, which is based on the Company’s historical experience in renewing and extending similar customer relationships and future expectations for renewing and extending similar existing customer relationships. The useful life of the customer relationships intangible assets represents the number of years over which the Company expects the customer relationships to economically contribute to the business. The trade names have been valued using the relief from royalty method under the income approach to estimate the cost savings that will accrue to the Company, which would otherwise have to pay royalties or license fees on revenue earned by using the asset. The useful life of the assets were determined based on management’s estimate of the period of time the name will be in use. Technology has been valued using the multi-period excess earnings method, a derivative of the income approach. The net earnings attributed to the existing technology considers items such as projected research and development costs expected to be incurred to maintain the technology. The useful lives were determined based on the length and trend of projected cash flows after considering items such as the projected research and development expected to be incurred to maintain the technology. |
Segment Information | Segment Information — Operating segments are identified as components of an enterprise for which discrete financial information is available for evaluation by the chief operating decision-maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer. The Company’s CODM views its operations and manages the business as a single operating and reportable segment. |
Fair Value Measurements | Fair Value Measurements — GAAP defines fair value as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 —Valuations based on unadjusted quoted prices for identical instruments in active markets that are available as of the measurement date. Level 2 —Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 —Valuations based on inputs that are unobservable and significant to the overall fair value measurement. This fair value hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s financial instruments that are remeasured at fair value on a recurring basis include contingent value rights (“CVRs”), contingent consideration, and the interest rate cap. Additionally, cash and cash equivalents, accounts receivable, net, prepaid expenses, accounts payable, and accrued liabilities are classified as Level 1 and the carrying value of these assets and liabilities approximate their fair value due to the short-term nature of these financial instruments. See Note 9 for further details on fair value measurements. Certain non-financial assets, such as property and equipment, leases, goodwill and other intangible assets, are adjusted to fair value when an impairment charge is recognized using predominantly Level 2 and Level 3 inputs. |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all cash on hand, credit card receivables, and short-term investments with original maturities of three months or less to be cash and cash equivalents. |
Accounts Receivable, Net | Accounts Receivable , Net |
Concentration of Credit Risk | Concentration of Credit Risk — The Company’s cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Certain balances in cash and cash equivalents exceed the Federal Deposit Insurance Corporation limit of $250. Cash and cash equivalents held at these banks, included those held in foreign banks, may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand, and management believes the financial institutions that hold the Company’s cash and cash equivalents are financially sound. The Company believes credit risk related to these deposits is minimal. Accounts receivable are derived from revenue earned from customers. |
Property and Equipment, Net | Property and Equipment, Net — Property and equipment, net is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in selling, general and administrative expenses on the consolidated statements of operations. |
Internal-Use Software | Internal-Use Software — Costs incurred in the preliminary stages of development of internal software are expensed as incurred and included in selling, general and administrative expenses. Once an application reaches the development stage, internal and external costs are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recognized as part of fixed assets, and once placed in service are depreciated over their useful life. Implementation costs incurred in cloud-computing arrangements that are a service contract are capitalized and amortized over the life of the arrangement. Capitalized costs for cloud-computing arrangements are recorded in prepaid expenses and noncurrent other assets. |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets — Goodwill and identifiable indefinite lived intangible assets are tested for impairment annually as of the beginning of the fourth quarter of each fiscal year, or more frequently upon the occurrence of certain events or substantive changes in circumstances that indicate impairment is more likely than not. The Company performed annual impairment tests for goodwill and indefinite lived intangible assets as of October 1, 2022 and September 25, 2021, and concluded there was no impairment. In assessing potential goodwill impairment, the Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of the Company’s net assets is less than the carrying amount of the Company’s single reporting unit. If the qualitative factors indicate it is more likely than not that the fair value of net assets is less than its carrying amount, the Company performs a quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying value. The Company determines fair value of its reporting unit using an income or market approach incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. The Company’s valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and projections of future operating performance. If these assumptions differ materially from future results, the Company may record impairment charges in the future. |
Impairment of Definite Long-Lived Assets | Impairment of Definite Long-Lived Assets — The Company evaluates the recoverability of its long-lived assets, primarily comprised of property and equipment, definite lived intangibles and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverability of long-lived assets is evaluated by comparing the carrying amount to the estimated undiscounted cash flows. If the carrying amount exceeds the estimated undiscounted cash flows, an impairment charge would be recognized for the amount by which the carrying amount exceeds the fair value of the long-lived asset. There were no impairment losses recognized by the Company for the years ended December 30, 2022, December 31, 2021 and December 25, 2020. |
Notes Receivable | Notes Receivable — Notes receivable are presented in other assets. The Company accrues interest on notes receivable based on the contractual terms of the notes. |
Self-Insured Liabilities | Self-Insured Liabilities — The Company is self-insured for employee medical coverage. The Company records a liability for estimates of the aggregate ultimate losses and claims incurred but not reported. Adjustments to the reserve are made when the facts and circumstances change. If actual settlements of medical claims are greater than estimated amounts, additional expense will be recognized. |
Contingent Value Rights | Contingent Value Rights — In connection with the acquisition of the Company by the Former Parent Entity, the Company issued CVRs to the sellers. Each CVR gives the holder the ability to earn cash payments based on the return of H&F’s original investment achieving stated thresholds. The CVRs were issued at two thresholds. The first CVR is payable to the holders when H&F’s return on investment grows to between 2.25 and 2.5 times H&F’s original investment. The second CVR is payable to the holders when H&F’s return on investment |
Warranties | Warranties — The Company provides assurance-type warranties on most of its proprietary products covering periods that vary between one year and the lifetime of the product. The warranties cover products that are defective under normal conditions of use and are in-line with industry standards. The Company estimates the costs that may be incurred under its warranties and records the liability at the time product sales are recorded. The warranty liability is primarily based on historical failure rates and costs to repair or replace the product, including any necessary shipping costs. Changes in the Company’s accrued warranty liability for the years ended December 30, 2022, December 31, 2021 and December 25, 2020 can be found in Note 11. |
Tax Receivable Agreement | Tax Receivable Agreement — On July 29, 2021, the Company executed a tax receivable agreement (“TRA”) with participants (“TRA Participants”) that provides for payment by the Company to the TRA Participants of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company utilizes in the future from net |
Revenue Recognition | Revenue Recognition — The Company sells hardware products to professional installers, who then resell the products to end users, in the installation of an audio/video, IT, smart-home, or surveillance-related package. In certain instances, the Company sells specific products directly to end users. The Company’s products consist of proprietary hardware products with and without embedded software, as well as third party products. The Company provides services associated with product sales including the ability to access the Company’s hosted OvrC application (“hosting”), technical support, subscription services, and access to unspecified software updates and upgrades. The OvrC application provides the Company’s customers, professional installers and other dealers, a cloud-based remote management and monitoring platform to assist end users (“end consumers”). These services are typically provided at no additional charge to the customer. For product sales, revenue is recognized when the customer obtains control of the product, which occurs upon shipment, in an amount that reflects the consideration expected to be received in exchange for those products. For services, revenue is recognized ratably over the contract period in an amount that reflects the consideration expected to be received in exchange for those services as the customer receives such services on a consistent basis throughout the contract period. Technical support services represent a series of distinct performance obligations that have the same pattern of transfer to the customer and are recognized as a single performance obligation ratably over the estimated life of the related product. The Company’s contracts with dealers, distributors, and retailers can include promises to transfer multiple products and services. Determining whether multiple products and services are considered distinct performance obligations that should be accounted for separately rather than as a combined performance obligation can require significant judgment. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation that is not sold separately, including technical support, customer reward programs, unspecified software updates and upgrades, and hosting. In instances where SSP is not directly observable, the primary method used to estimate the SSP is the expected cost plus an estimated margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct service based on margins for similar services sold on a standalone basis. For hardware products sold with embedded software, the products are dependent on and highly interrelated with the underlying software and accounted for as a single performance obligation with revenue recognized at the point in time when control is transferred to the customer, which is at the time the product is shipped. In cases where there is more than one performance obligation, a portion of the transaction price is allocated to hosting, unspecified software updates and upgrades, and technical support based on a relative stand-alone selling price method, as these services are provided at no additional charge. The allocated transaction price and corresponding revenue is deferred at the time of sale and recognized ratably over the estimated life of the related devices as this method best depicts the progress towards the completion of the related performance obligation. The Company offers a subscription service that allows consumers to control and monitor their homes remotely and allows the consumer’s respective dealer to perform remote diagnostic services. With a subscription, the dealer simultaneously receives and consumes the benefits provided by the Company throughout the subscription period as the Company makes the service available for use. There is a single performance obligation associated with the subscription services and the related revenue is deferred and recognized ratably over the contract period, which is typically one year, as this method best depicts the progress towards the completion of the related performance obligation. The Company evaluates whether the Company is the principal or the agent for all customer sales. Generally, the Company reports revenue on a gross basis (the amount billed to customers is recorded as revenue, and the amount paid to vendors is recorded as cost of sales, exclusive of depreciation and amortization). The Company is the principal in these instances because the Company controls the inventory before it is transferred to customers. The Company’s control is evidenced by the sole ability to monetize the inventory, being primarily responsible to customers, having discretion in pricing, or a combination of these factors. The Company also generates revenue through agency for certain third-party product sales where the supplier is the party responsible for ensuring fulfillment of the orders, has the obligation to mitigate any issues the customers may have with the products, and has the discretion in establishing the price for the products. In such cases, the Company does not control the promised good before it is transferred. The Company records sales for which the Company acts as an agent on a net basis. The Company has various customer rewards programs (“marketing incentive programs”), which enable participants to earn points for qualifying rewards. The points are redeemed for rewards, including various prizes or product credits for future purchases. The marketing incentive programs provide the customer a material right and give rise to a separate performance obligation. The related revenue and expense incurred are recognized at the time of redemption, expiration, or forfeiture, as that is the point at which the performance obligation related to this incentive program is satisfied. As of December 31, 2021, deferred revenue relating to marketing incentive programs was $768. As of December 30, 2022, there was no deferred revenue relating to marketing incentive programs. The deferred revenue relating to marketing incentive programs is recorded in accrued liabilities on the Company’s consolidated balance sheets. The expense associated with the marketing incentive programs was $1,754, $1,245, and $1,672 for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, respectively, and was included in cost of sales, exclusive of depreciation and amortization, in the accompanying consolidated statements of operations. Certain customers may receive cash-based incentives or credits (“volume rebates”) which are accounted for as variable consideration. The Company records reductions to revenue for dealer incentives at the time of the initial sale, which is based on estimates of the sales volume customers will reach during the measured period. Revenue is recognized net of estimated discounts, rebates, and return allowances. The Company estimates the reduction to sales and cost of sales, exclusive of depreciation and amortization for returns based on current sales levels and the Company’s historical return trends. Sales return allowances and rebates were $11,011 and $9,275 as of December 30, 2022, and December 31, 2021, respectively. The Company has elected to account for shipping and handling costs as activities to fulfill the promise to transfer the goods. As a result of this accounting policy election, the Company does not consider shipping and handling activities as promised services to its customers. Therefore, shipping and handling costs billed to customers are recorded in net sales, and the related costs in selling, general and administrative expenses. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component. The invoicing terms provide customers with a simplified and predictable way to purchase products and services and are not intended to provide the customer with financing from the Company. The Company records revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — Selling, general and administrative expenses include office expenses such as payroll and occupancy costs, costs related to warehousing, distribution, outbound transportation to the Company’s customers, warranty, advertising, purchasing, insurance, non-income-based taxes, research and development, and corporate overhead costs. |
Research and Development Expenses | Research and Development Expenses — |
Advertising | Advertising — Advertising costs, which are expensed as incurred, consist primarily of direct mail and print advertising, internet marketing and advertising, and trade show events. |
Share Based Compensation | Share-Based Compensation — The Company recognizes share-based compensation expense based on the fair value of the awards at the grant date. The Company utilized the Black-Scholes option pricing model to estimate the fair value of the time-based options and shares purchased by the participants of the Employee Stock Purchase Plan (“ESPP”). The Company used a Monte Carlo simulation to estimate the fair value and derived service period of the market-based options. The fair value of restricted stock units (“RSUs”) and performance stock units (“PSU”) is based on the Company’s closing stock price at the grant date. Compensation cost is recognized ratably over the vesting period of the related equity-based compensation award for time-based awards and on a graded-vesting basis for performance and market-based awards. Forfeitures are accounted for as they occur. |
Other Expense (Income) | Other Expense (Income) — Other expense (income) primarily consists of interest income, foreign currency remeasurement, TRA liability adjustments, interest rate cap expense, gains and losses on disposal of businesses, and transaction gains and losses. |
Income Taxes | Income Taxes — The Company files a consolidated federal income tax return and accounts for income taxes in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or income tax returns. Under this method, deferred income tax assets and liabilities are recognized based on the differences between the consolidated financial statement amounts and income tax basis of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to be recovered or settled. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. See Note 14 for further information about the Company’s income taxes. The Company records liabilities for income tax positions taken, or expected to be taken, when those positions are deemed uncertain to be upheld upon examination by taxing authorities. Interest and penalties, if incurred, would be recorded within the income tax provision in the accompanying consolidated statements of operations. |
Foreign Currency Translation and Foreign Currency Transactions | Foreign Currency Translation and Foreign Currency Transactions — Certain non-U.S. wholly owned subsidiaries have functional currencies other than the U.S. dollar. For subsidiaries with a functional currency different from the U.S. dollar, the subsidiaries’ assets and liabilities have been translated to U.S. dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the monthly average exchange rate for each year. Foreign currency translation gains or losses are reflected in accumulated other comprehensive loss as a component of equity in the accompanying consolidated balance sheets. Foreign currency remeasurement and transaction gains and losses are included in other income. |
Net Loss Per Share | Net Loss Per Share — The Company calculates net loss per share by dividing the net loss by the weighted average number of common shares outstanding. See Note 19 for information regarding the calculation of basic and dilutive shares for the periods presented. |
Emerging Growth Company Status | Emerging Growth Company Status — The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies. The Company is also a “smaller reporting company,” because the market value of our shares held by non-affiliates was less than $200 million as of the end of its most recently completed second fiscal quarter. It may continue to be a smaller reporting company if either (i) the market value of its shares held by non-affiliates is less than $250 million or (ii) its annual revenue was less than $100 million during the most recently completed fiscal year and the market value of its shares held by non-affiliates is less than $700 million. If the Company is a smaller reporting company at the time it ceases to be an emerging growth company, it may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. |
Recent Accounting Pronouncements Pending Adoption and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Pending Adoption — In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Accounting Standards Codification 848, “ASC 848”) . ASC 848 provides practical expedients and exceptions for an entity to elect not to apply certain modification accounting requirements to contracts affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) . The objective of the new reference rate reform standard is to clarify the scope of Topic 848 and provide explicit guidance to help companies applying optional expedients and exceptions. The provisions of these updates were only initially available until December 31, 2022, but, in March of 2021 the UK Financial Conduct Authority (“FCA”) announced that the cessation date has been moved to June 30, 2023. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 which extends the availability of the provisions of ASU 2021-01 until December 31, 2024. The Company’s exposure related to the expected cessation of LIBOR is limited to the interest expense and certain fees it incurs on balances outstanding under its credit facilities. The Company does not expect that there will be a material impact to its consolidated financial statements as a result of adopting these ASUs. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 606): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an entity recognize and measure contract assets and liabilities from contracts with customers in a business combination in accordance with ASC 606 as if it had originated the contracts. The amendment in this update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. The Company does not expect the adoption of this update to have a material impact to its consolidated financial statements. In September 2022, the FASB issued ASU 2022-04, Liabilities- Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which requires buyers in a supplier finance program to disclose information related to the key terms of the program and the obligations the buyer has confirmed as valid to the finance provider or intermediary. The buyers are required to disclose obligations outstanding in interim reporting periods. The amendment in this update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect the adoption of this update to have a material impact to its consolidated financial statements. Recently Adopted Accounting Pronouncements — In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This new guidance requires lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. The FASB issued ASU 2020-05, which deferred the effective date to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted the new leasing standard as of January 1, 2022, using the modified retrospective approach. Therefore, results for reporting periods beginning after January 1, 2022 are presented under Topic 842 , while comparative information has not been restated and continues to be reported under ASC 840 in effect for those periods. There was not a cumulative-effect adjustment to accumulated deficit at the beginning of the period of adoption. In adopting the new guidance, the Company elected the package of practical expedients permitted under the transition guidance within the standard, which eliminates the reassessment of whether existing contracts contain leases, lease classification and capitalization of initial direct costs. The Company also elected an accounting policy to not recognize assets or liabilities for leases with a term of less than 12 months, to not separate lease and non-lease components for all asset classes and to not elect to use the hindsight practical expedient. The adoption of the new leasing standard resulted in the recognition of approximately $40,906 and $43,862 of right-of-use (“ROU”) assets and lease liabilities, respectively, on the Company’s consolidated balance sheets for its operating lease commitments. The difference between the ROU assets and lease liabilities is primarily attributable to deferred rent and lease incentives. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations or on the consolidated statements of cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses . The ASU sets forth a current expected credit loss (“CECL”) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10 which deferred the effective date to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company early adopted the standard for the fiscal year beginning January 1, 2022. Adoption of the standard did not have a material impact on the consolidated financial statements. |
Inventory | Inventory is stated at the lower of cost or net realizable value, cost being determined under the moving-average method, first-in, first-out (“FIFO”) basis, or specific identification. Inventory costs include the net acquisition cost from the factory, the cost of transporting the product to the Company’s warehouses, and product assembly costs. Reserves for slow-moving and obsolete inventories are provided on historical experience, inventory aging, and product demand. The Company evaluates the adequacy of these reserves and makes adjustments to reserves, as required. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Allowance for Doubtful Accounts | Changes in the Company’s allowance for credit losses for the years ended December 30, 2022, and allowance for doubtful accounts for the years ended December 31, 2021 and December 25, 2020 are as follows: Allowance for doubtful accounts - December 27, 2019 $ 2,136 Bad debt expense 1,094 Write-offs (877) Allowance for doubtful accounts - December 25, 2020 $ 2,353 Bad debt expense 801 Write-offs (686) Allowance for doubtful accounts - December 31, 2021 $ 2,468 Bad debt expense 764 Write-offs (961) Allowance for credit losses - December 30, 2022 $ 2,271 |
Summary of Property and Equipment Estimated Useful Lives | The following table summarizes the estimated useful lives of each respective asset category: Equipment 3 - 10 years Computers and software 3 - 5 years Furniture and fixtures 3 - 7 years Leasehold improvements Shorter of the useful life of the asset or the remaining lease term of lease Property and equipment, net, by geography as of December 30, 2022 and December 31, 2021: 2022 2021 United States $ 29,470 $ 18,027 International 5,488 4,576 Total $ 34,958 $ 22,603 Property and equipment, net, as of December 30, 2022, and December 31, 2021, consisted of the following: 2022 2021 Equipment $ 17,554 $ 13,422 Computers and software 25,965 22,438 Furniture and fixtures 4,524 3,609 Leasehold improvements 16,791 11,505 Construction in progress 12,010 4,512 Total property and equipment 76,844 55,486 Less: Accumulated depreciation (41,886) (32,883) Property and equipment, net $ 34,958 $ 22,603 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary allocation of the purchase price for the Clare acquisition is as follows: Total purchase consideration $ 6,300 Prepaid expenses $ 263 Property and equipment, net 26 Operating lease right-of-use assets 160 Identifiable intangible assets 4,300 Total identifiable assets acquired 4,749 Accounts payable 568 Accrued liabilities 284 Current operating lease liability 43 Operating lease liability, net of current portion 117 Other liabilities 183 Total liabilities assumed 1,195 Net identifiable assets acquired 3,554 Goodwill 2,746 Net assets acquired $ 6,300 The allocation of the purchase price for the Staub acquisition is as follows: Total purchase consideration $ 26,395 Cash and cash equivalents $ 756 Accounts receivable 1,801 Inventory 5,472 Prepaid expenses 1,616 Property and equipment 451 Operating lease right-of-use assets 2,309 Identifiable intangible assets 14,209 Total identifiable assets acquired 26,614 Accounts payable 1,570 Accrued liabilities 2,206 Current operating lease liability 343 Deferred income tax liabilities 3,585 Operating lease liability, net of current portion 1,953 Total liabilities assumed 9,657 Net identifiable assets acquired 16,957 Goodwill 9,438 Net assets acquired $ 26,395 The allocation of the purchase price for the Access Networks acquisition is as follows: Total purchase consideration $ 38,641 Cash and cash equivalents $ 795 Accounts receivable 794 Inventory 2,029 Property and equipment 77 Identifiable intangible assets 17,700 Total identifiable assets acquired 21,395 Accounts payable 1,266 Accrued liabilities 1,218 Other liabilities 586 Deferred income tax liabilities 710 Total liabilities assumed 3,780 Net identifiable assets acquired 17,615 Goodwill 21,026 Net assets acquired $ 38,641 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The Company recorded intangible assets related to the Clare acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Technology 4 $ 3,400 Trade name 6 900 Total intangible assets $ 4,300 The Company recorded intangible assets related to the Staub acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Customer relationships 10 $ 12,684 Trade name 6 1,525 Total intangible assets $ 14,209 The Company recorded intangible assets related to the acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Customer relationships 10 $ 14,400 Trade name 6 3,300 Total intangible assets $ 17,700 |
Revenue and Geographic Inform_2
Revenue and Geographic Information (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Changes in Deferred Revenue | The following table represents the changes in deferred revenue for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: December 30, December 31, December 25, Deferred revenue – beginning of period $ 33,385 $ 30,466 $ 23,820 Amounts billed, but not recognized 34,401 28,536 28,366 Recognition of revenue (32,953) (27,086) (21,720) Deferred revenue acquired 218 1,469 — Deferred revenue – end of period $ 35,051 $ 33,385 $ 30,466 |
Disaggregation of Revenue | The following table sets forth revenue by geography for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: 2022 2021 2020 Domestic integrators (a) $ 913,832 $ 829,845 $ 684,980 Domestic other (b) 57,877 59,155 34,449 International (c) 152,102 119,013 94,684 Total $ 1,123,811 $ 1,008,013 $ 814,113 (a) Domestic integrators is defined as professional “do-it-for-me” integrator customers who transact with Snap One through a traditional integrator channel in the United States, excluding the impact of recently acquired businesses domestically, specifically Access Networks. (b) Domestic other is defined as recently acquired entities, specifically Access Networks, and revenue generated through managed transactions with non-integrator customers, such as national accounts. (c) International consists of all integrators and distributors who transact with Snap One outside of the United States. The following table sets forth revenue by product type between proprietary products and third-party products for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: 2022 2021 2020 Proprietary products (a) $ 762,088 $ 702,626 $ 578,412 Third-party products (b) 361,723 305,387 235,701 Total $ 1,123,811 $ 1,008,013 $ 814,113 (a) Proprietary products consist of products and services internally developed by Snap One and sold under one of Snap One’s proprietary brands. (b) Third-party products consist of products that Snap One distributes but to which Snap One does not own the intellectual property. Additionally, the Company’s revenue includes amounts recognized over time and at a point in time, and are as follows for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: 2022 2021 2020 Products transferred at a point in time $ 1,090,858 $ 980,927 $ 792,393 Services transferred over time 32,953 27,086 21,720 Total $ 1,123,811 $ 1,008,013 $ 814,113 |
Summary of Property and Equipment, Net | The following table summarizes the estimated useful lives of each respective asset category: Equipment 3 - 10 years Computers and software 3 - 5 years Furniture and fixtures 3 - 7 years Leasehold improvements Shorter of the useful life of the asset or the remaining lease term of lease Property and equipment, net, by geography as of December 30, 2022 and December 31, 2021: 2022 2021 United States $ 29,470 $ 18,027 International 5,488 4,576 Total $ 34,958 $ 22,603 Property and equipment, net, as of December 30, 2022, and December 31, 2021, consisted of the following: 2022 2021 Equipment $ 17,554 $ 13,422 Computers and software 25,965 22,438 Furniture and fixtures 4,524 3,609 Leasehold improvements 16,791 11,505 Construction in progress 12,010 4,512 Total property and equipment 76,844 55,486 Less: Accumulated depreciation (41,886) (32,883) Property and equipment, net $ 34,958 $ 22,603 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 30, 2022, and December 31, 2021, the Company’s inventory consisted of the following: 2022 2021 Finished goods $ 308,768 $ 210,540 Raw materials 19,457 10,454 Work in process 500 548 Reserve for obsolete and slow-moving inventory (14,137) (10,578) Total inventories $ 314,588 $ 210,964 |
Schedule of Reserve for Obsolete and Slow-Moving Inventory | Changes in the Company’s reserve for obsolete and slow-moving inventory as of December 30, 2022, December 31, 2021, and December 25, 2020 consisted of the following: Inventory Reserve - December 27, 2019 $ 6,589 Valuation adjustment 4,579 Write-offs (718) Inventory Reserve – December 25, 2020 $ 10,450 Valuation adjustment 4,578 Write-offs (4,450) Inventory Reserve – December 31, 2021 $ 10,578 Valuation adjustment 7,214 Write-offs (3,655) Inventory Reserve – December 30, 2022 $ 14,137 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | The following table summarizes the estimated useful lives of each respective asset category: Equipment 3 - 10 years Computers and software 3 - 5 years Furniture and fixtures 3 - 7 years Leasehold improvements Shorter of the useful life of the asset or the remaining lease term of lease Property and equipment, net, by geography as of December 30, 2022 and December 31, 2021: 2022 2021 United States $ 29,470 $ 18,027 International 5,488 4,576 Total $ 34,958 $ 22,603 Property and equipment, net, as of December 30, 2022, and December 31, 2021, consisted of the following: 2022 2021 Equipment $ 17,554 $ 13,422 Computers and software 25,965 22,438 Furniture and fixtures 4,524 3,609 Leasehold improvements 16,791 11,505 Construction in progress 12,010 4,512 Total property and equipment 76,844 55,486 Less: Accumulated depreciation (41,886) (32,883) Property and equipment, net $ 34,958 $ 22,603 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill are summarized as follows: Balance - December 25, 2020 $ 559,735 Additions (a) 21,026 Balance - December 31, 2021 $ 580,761 Additions (a) 12,184 Cumulative translation adjustments (759) Balance - December 30, 2022 $ 592,186 (a) Goodwill increased by $12,184 in 2022 due to the acquisitions of Staub and Clare, and by $21,026 in 2021 due to the acquisition of Access Networks. See Note 3 for additional details on the Company’s acquisitions. |
Schedule of Indefinite-Lived Intangible Assets | As of December 30, 2022, and December 31, 2021, other intangible assets, net, consisted of the following: December 30, 2022 Estimated Gross Carrying Amount (1) Accumulated Net Carrying Customer relationships 5 – 25 years $ 520,825 $ (123,393) $ 397,432 Technology 4 – 15 years 98,478 (54,391) 44,087 Trade names – definite 2 – 10 years 59,963 (23,627) 36,336 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 755,830 $ (201,411) $ 554,419 (1) Amounts also include any net changes in intangible asset balances for the periods presented that resulted from foreign currency translation. December 31, 2021 Estimated Gross Carrying Accumulated Net Carrying Customer relationships 5 – 25 years $ 509,162 $ (96,149) $ 413,013 Technology 5 – 15 years 95,078 (38,221) 56,857 Trade names – definite 2 – 10 years 57,660 (16,902) 40,758 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 738,464 $ (151,272) $ 587,192 |
Schedule of Finite-Lived Intangible Assets | As of December 30, 2022, and December 31, 2021, other intangible assets, net, consisted of the following: December 30, 2022 Estimated Gross Carrying Amount (1) Accumulated Net Carrying Customer relationships 5 – 25 years $ 520,825 $ (123,393) $ 397,432 Technology 4 – 15 years 98,478 (54,391) 44,087 Trade names – definite 2 – 10 years 59,963 (23,627) 36,336 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 755,830 $ (201,411) $ 554,419 (1) Amounts also include any net changes in intangible asset balances for the periods presented that resulted from foreign currency translation. December 31, 2021 Estimated Gross Carrying Accumulated Net Carrying Customer relationships 5 – 25 years $ 509,162 $ (96,149) $ 413,013 Technology 5 – 15 years 95,078 (38,221) 56,857 Trade names – definite 2 – 10 years 57,660 (16,902) 40,758 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 738,464 $ (151,272) $ 587,192 |
Schedule of Finite-Lived Intangible Assets, Estimated Amortization Expense | As of December 30, 2022, the estimated amortization expense for intangible assets for the next five fiscal years and thereafter are as follows: 2023 $ 49,705 2024 43,204 2025 35,588 2026 35,233 2027 34,417 Thereafter 279,708 Total $ 477,855 |
Debt Agreements (Tables)
Debt Agreements (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s outstanding debt as of December 30, 2022 and December 31, 2021 was as follows: Maturity Date December 30, 2022 December 31, 2021 Credit Agreement Term Loan 12/8/2028 $ 461,513 $ 465,000 Incremental Term Loan 10/2/2025 $ 55,000 $ — Revolving Credit Facility 12/8/2026 $ 12,000 $ — Outstanding letters of credit 12/8/2026 $ 5,060 $ 4,894 |
Schedule of Maturities of Long-term Debt | As of December 30, 2022, the future scheduled maturities of the above notes payable are as follows: 2023 $ 5,200 2024 3,900 2025 58,688 2026 16,650 2027 5,813 Thereafter 438,262 Total future maturities of long-term debt 528,513 Unamortized debt issuance costs (15,855) Total indebtedness 512,658 Less: Current maturities of long-term debt 5,063 Long-term debt $ 507,595 |
Schedule of Future Amortization of Debt Issuance Cost | As of December 30, 2022, the future amortization of debt issuance costs was as follows: 2023 $ 3,166 2024 3,396 2025 3,374 2026 2,123 2027 1,918 Thereafter 1,878 Total $ 15,855 |
Schedule of Interest Expense | Interest expense as of December 30, 2022, December 31, 2021 and December 25, 2020 consisted of the following: 2022 2021 2020 Interest expense from Old Credit Agreement $ — $ 26,586 $ 39,408 Interest expense from Term Loan 30,993 1,485 — Interest expense from Revolving Credit Facility 2,462 38 — Interest expense, Other 238 — 20 Amortization of debt issuance costs 2,146 5,053 6,101 Total interest expense $ 35,839 $ 33,162 $ 45,529 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | The fair values and related carrying values of financial instruments that are not required to be remeasured at fair value on the consolidated statements of operations were as follows: As of December 30, 2022 As of December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Assets Notes receivable, net $ 59 $ 59 $ 6,484 $ 6,764 Liabilities Term Loan $ 461,513 $ 421,130 $ 465,000 $ 462,675 Incremental Term Loan $ 55,000 $ 51,700 $ — $ — |
Level 3 Measurement Valuation | Fair value at December 30, 2022 Valuation Technique Unobservable Input Volatility Contingent Value Rights $1,700 Monte Carlo Volatility 60% Time-based Options Market-based Options Expected term 3.1-7.0 years years 2.5 years Risk-free rate of return 0.4 -1.0% 0.6 % Expected dividend yield — % — % Expected volatility 45 % 45 % |
CVR Reconciliation | Changes in the CVRs for the years ended December 30, 2022, December 31, 2021 and December 25, 2020 were as follows: CVR fair value – December 27, 2019 $ 3,200 Fair value adjustments 800 CVR fair value – December 25, 2020 $ 4,000 Fair value adjustments 4,900 CVR fair value – December 31, 2021 $ 8,900 Fair value adjustments (7,200) CVR fair value – December 30, 2022 $ 1,700 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of December 30, 2022, and December 31, 2021, consisted of the following: December 30, December 31, Deferred revenue $ 22,611 $ 20,944 Payroll, vacation and bonus accruals 11,068 21,340 Warranty reserve 10,682 14,549 Customer rebate program 5,863 4,775 Sales return allowance 5,148 3,999 Incurred but not reported self-insurance 1,860 1,556 Interest payable 1,578 1,523 Taxes 944 1,774 Other accrued liabilities 4,851 5,057 Total accrued liabilities $ 64,605 $ 75,517 |
Warranties (Tables)
Warranties (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | Changes in the Company’s accrued warranty liability for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, were as follows: Accrued warranty – December 27, 2019 $ 19,989 Warranty claims (12,252) Warranty provisions 8,786 Accrued warranty – December 25, 2020 $ 16,523 Warranty claims (12,455) Warranty provisions 14,704 Accrued warranty – December 31, 2021 $ 18,772 Warranty claims (12,310) Warranty provisions 8,577 Accrued warranty – December 30, 2022 $ 15,039 |
Equity Agreements and Incenti_2
Equity Agreements and Incentive Equity Plans (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions for Incentive Units Granted | The fair value of Incentive Units granted during the year ended December 25, 2020 was estimated using an option pricing model with the following key assumptions: 2020 Expected holding period 4 years Risk-free rate of return 0.20 - 0.30% Expected dividend yield — % Expected volatility 47 - 51% Discount for lack of marketability 20 - 25% |
Summary of Restricted Stock Awards | The summary of the Company’s restricted stock awards activity is as follows: Restricted Stock Awards B-1 Incentive Units B-2 Incentive Units Number of Weighted- Average Grant-Date Fair Value Number of Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2021 633 $ 18.00 807 $ 18.00 Granted — — — — Vested 389 18.00 — — Forfeited 21 18.00 15 18.00 Outstanding at December 30, 2022 223 $ 18.00 792 $ 18.00 |
Fair Value of Leverage Replacement Options | Fair value at December 30, 2022 Valuation Technique Unobservable Input Volatility Contingent Value Rights $1,700 Monte Carlo Volatility 60% Time-based Options Market-based Options Expected term 3.1-7.0 years years 2.5 years Risk-free rate of return 0.4 -1.0% 0.6 % Expected dividend yield — % — % Expected volatility 45 % 45 % |
Summary of Incentive Unit Activity | The summary of the Company’s option activity as of December 30, 2022 is as follows: Time-based Options Market-based Options Number of Weighted- Average Grant-Date Fair Value Aggregate Intrinsic Value (a) Number of Weighted- Average Grant-Date Fair Value Aggregate Intrinsic Value (a) Outstanding at December 31, 2021 4,393 $ 6.49 $ 13,532 1,155 $ 5.66 $ 3,558 Granted — $ — — — $ — — Exercised — $ — — — $ — — Forfeited 160 $ 7.06 — 30 $ 5.66 — Outstanding at December 30, 2022 4,233 $ 6.47 $ — 1,125 $ 5.66 $ — Options exercisable at December 30, 2022 3,141 $ 6.19 $ — — $ — $ — (a) The intrinsic value represents the amount by which the fair value of the Company’s stock exceeds the option exercise price as of December 30, 2022 and December 31, 2021, respectively. |
Summary of RSU Activity | The summary of the Company’s RSU activity is as follows: Restricted Stock Units Number of Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2021 390 $ 18.22 Granted 1,286 16.99 Vested 221 18.12 Forfeited 95 18.47 Outstanding at December 30, 2022 1,360 $ 17.05 |
Summary of PSU Activity | The summary of the Company’s PSU activity is as follows: Performance Stock Units Number of Weighted-Average Outstanding at December 31, 2021 — $ — Granted 439 19.01 Vested — — Forfeited 9 20.46 Performance Adjustment (1) 176 20.46 Outstanding at December 30, 2022 254 $ 17.96 (1) Performance adjustment represents adjustments in shares outstanding due to the actual achievement of performance based awards, the achievement of which was based upon predefined financial performance targets. |
Summary of Stock Compensation Expense | Compensation expense for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, and unrecognized stock compensation expense and weighted average remaining expense period as of December 30, 2022 consisted of: December 30, 2022 December 30, 2022 December 31, 2021 December 25, 2020 Unrecognized compensation expense Weighted-Average Remaining Contractual Term (Years) 2017 Plan Incentive units $ — $ 2,605 $ 4,284 $ — — 2021 Plan Restricted stock awards 4,187 1,975 — 4,251 1.24 Time-based options 6,375 14,152 — 7,346 1.96 Market-based options 2,487 1,113 — 2,771 1.10 Restricted stock units 7,316 1,677 — 18,188 2.88 Performance stock units 2,108 — — 2,461 1.48 Other equity-based compensation 380 — — 828 2.05 Total $ 22,853 $ 21,522 $ 4,284 $ 35,845 1.89 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Tax | Income (loss) before income taxes, excluding loss for noncontrolling interests, consists of the following: December 30, 2022 December 31, 2021 December 25, 2020 Domestic $ (3,866) $ (44,650) $ (26,998) Foreign (6,219) 1,606 (2,237) Total $ (10,085) $ (43,044) $ (29,235) |
Schedule of Components of Income Tax Benefit | The components of income tax benefit for the years ended December 30, 2022, December 31, 2021 and December 25, 2020, were as follows: December 30, 2022 December 31, 2021 December 25, 2020 Current Federal $ 2,794 $ — $ — State 2,289 1,005 96 Foreign 1,110 330 976 Total 6,193 1,335 1,072 Deferred Federal (5,954) (5,708) (8,778) State (1,790) (1,963) 3,756 Foreign 92 (306) (401) Total (7,652) (7,977) (5,423) Income tax benefit $ (1,459) $ (6,642) $ (4,351) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carryforwards that gave rise to deferred tax assets and liabilities as of December 30, 2022 and December 31, 2021, are as follows: 2022 2021 Deferred Tax Assets Net operating loss $ 3,845 $ 17,815 Interest carryforward 7,793 8,442 Accrued liabilities and reserves 14,545 14,864 Uniform capitalization 593 352 Capital loss carryforward 8,719 8,719 R&D credits 17,296 17,923 Deferred revenue 3,422 3,724 Depreciable property 1,690 1,661 Stock compensation 8,020 4,294 Section 174 research and expenditures 18,046 — Other — 746 Total deferred tax assets 83,969 78,540 Valuation allowance (15,554) (15,044) Total deferred tax assets, net of valuation allowance 68,415 63,496 Deferred Tax Liabilities Amortization of intangibles (93,489) (96,952) Amortization of goodwill (17,072) (13,401) Transaction Costs (55) (219) Other (321) — Total deferred tax liabilities (110,937) (110,572) Net deferred tax liabilities $ (42,522) $ (47,076) The components of the Company’s net deferred tax liabilities as of December 30, 2022 and December 31, 2021, are as follows: December 30, 2022 December 31, 2021 Domestic deferred tax liabilities $ (40,505) $ (48,555) Foreign deferred tax liabilities (3,010) — Foreign deferred tax assets 993 1,479 Net deferred tax liabilities $ (42,522) $ (47,076) |
Summary of Operating Loss Carryforwards | Net operating loss and tax credit carryforwards as of December 30, 2022 are as follows (gross of valuation allowance and uncertain tax positions): Amount Expiration Years Net operating losses, state $ 39,345 2023-2041 Net operating losses, state $ 750 Indefinite Net operating losses, foreign $ 8,435 2023-2026 Net operating losses, foreign $ 643 Indefinite Tax credit carryforwards, federal $ 21,548 2023-2042 Tax credit carryforwards, state $ 1,833 2023-2030 Capital loss carryforwards, federal $ 35,039 2025 Capital loss carryforwards, state $ 22,640 2025 |
Schedule of Unrecognized Tax Benefits Roll Forward | Balance - December 27, 2019 $ 8,281 Additions for tax position of the current year 538 Reduction for tax positions of prior years for: Changes in judgment (670) Lapses of applicable statutes of limitations (55) Balance - December 25, 2020 $ 8,094 Additions for tax position of the current year 400 Reduction for tax positions of prior years for: Changes in judgment (162) Lapses of applicable statutes of limitations (76) Balance - December 31, 2021 $ 8,256 Additions for tax position of the current year 528 Reduction for tax positions of prior years for: Changes in judgment 148 Lapses of applicable statutes of limitations (85) Balance - December 30, 2022 $ 8,847 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the Company’s effective income tax rate with the statutory rate is as follows: December 30, 2022 December 31, 2021 December 25, 2020 Federal income tax rate 21.00 % 21.00 % 21.00 % State income taxes (2.33) % 1.04 % 1.57 % Foreign income taxes (0.10) % (0.07) % 1.03 % Deferred rate change (3.78) % 0.46 % (6.00) % Foreign tax rate differences (1.71) % 0.42 % (1.31) % Autonomic sale (tax) — % — % 29.82 % Incentive stock compensation (12.73) % (2.23) % (3.08) % Cash in lieu of Tax Receivable Agreement — % (5.06) % — % Tax receivable agreement adjustments/amortization (0.31) % — % — % Research and development tax credits 33.50 % 2.84 % 14.37 % Valuation allowance (25.52) % 1.42 % (41.61) % Changes in uncertain tax positions (7.36) % (0.41) % 0.64 % Contingent value rights 9.25 % (1.47) % (0.35) % Foreign-derived intangible income 9.35 % — % — % Global intangible low-taxed income (2.51) % (0.66) % — % Meals and entertainment (1.93) % (0.22) % (0.20) % Other items, net (1) (0.35) % (1.64) % (1.00) % Effective income tax rate 14.47 % 15.42 % 14.88 % (1) Global intangible low-taxed income, contingent value rights, and meals and entertainment were grouped in other items, net for the prior two fiscal years as it was not material to require separate statement. The Company has updated the rate reconciliation for the prior years to separately state these items for consistency purposes. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs | The components of the Company’s lease costs are: December 30, 2022 Operating lease cost (a) $ 14,882 Variable lease cost 4,388 Short-term lease cost 301 Total lease cost $ 19,571 (a) Included in cost of sales, exclusive of depreciation and amortization, and selling, general and administrative expenses in the Company’s consolidated statement of operations. Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows: December 30, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 14,136 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 66,231 Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: December 30, 2022 Weighted-average remaining lease term 6.7 years Weighted-average discount rate 7.2 % |
Schedule of Future Minimum Lease Payments | As of December 30, 2022, future lease payments under non-cancelable lease commitments for the next five fiscal years and thereafter were as follows: 2023 $ 14,232 2024 13,817 2025 12,653 2026 10,536 2027 8,749 Thereafter 25,400 Total lease payments 85,387 Less: Imputed interest 20,317 Less: Lease incentive receivable 3,600 Present value of lease liabilities $ 61,470 |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments for operating lease obligations under ASC Topic 840 as of December 31, 2021 were as follows: 2022 $ 13,168 2023 9,255 2024 7,558 2025 6,357 2026 4,510 Thereafter 5,460 Total future minimum lease payments $ 46,308 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Equity [Abstract] | |
Share Repurchase Activity | Share repurchase activity consists of the following: December 30, 2022 Number of shares repurchased 269 Total cost $ 2,887 Average per share cost including commissions $ 10.71 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | The following table presents the calculations of basic and diluted loss per share for the years ended December 30, 2022, December 31, 2021 and December 25, 2020: For the Years Ended December 30, December 31, December 25, Net loss attributable to Company $ (8,626) $ (36,402) $ (24,884) Weighted-average shares outstanding - basic and diluted 74,651 65,541 58,865 Loss per share - basic and diluted $ (0.12) $ (0.56) $ (0.42) |
Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share | The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share attributable to common stockholders: December 30, 2022 December 31, 2021 Restricted stock awards 1,240 635 Time-based options 4,315 1,870 Market-based options 1,151 489 Restricted stock units 1,138 162 Performance stock units 231 — Other equity-based compensation 66 — Total 8,141 3,156 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 30, 2021 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of IPO | $ 0 | $ 249,154 | $ 0 | |
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 13,850,000 | |||
Price per share (in dollars per share) | $ 18 | |||
Proceeds from issuance of IPO | $ 249,154 | |||
Payments of stock issuance costs | $ 21,219 | |||
Deferred offering costs | $ 4,755 | |||
Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 1,171,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Tax Receivable Agreement (Details) | Jul. 29, 2021 |
Accounting Policies [Abstract] | |
Payment to certain owners related to taxes expected to be utilized on future losses | 85% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 2,468 | $ 2,353 | $ 2,136 |
Bad debt expense | 764 | 801 | 1,094 |
Write-offs | (961) | (686) | (877) |
Balance at end of period | $ 2,271 | $ 2,468 | $ 2,353 |
Significant Accounting Polici_6
Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 30, 2022 | |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Significant Accounting Polici_7
Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Accounting Policies [Abstract] | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Significant Accounting Polici_8
Significant Accounting Policies - Notes Receivable (Details) - USD ($) | Dec. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Notes receivable, net | $ 59,000 | $ 6,484,000 |
Notes receivable, allowance for doubtful accounts | $ 0 |
Significant Accounting Polici_9
Significant Accounting Policies - Self-Insured Liabilities (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Self insurance reserve | $ 1,860 | $ 1,556 |
Significant Accounting Polic_10
Significant Accounting Policies - Contingent Value Rights (Details) | 12 Months Ended | |
Dec. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Contingent Value Rights [Line Items] | ||
Contingent value rights, payable, current | $ 0 | $ 0 |
Minimum | CVR, Tranche One | ||
Contingent Value Rights [Line Items] | ||
Payable upon return on investment growth | 2.25 | |
Minimum | CVR, Tranche Two | ||
Contingent Value Rights [Line Items] | ||
Payable upon return on investment growth | 2.5 | |
Maximum | CVR, Tranche One | ||
Contingent Value Rights [Line Items] | ||
Payable upon return on investment growth | 2.5 | |
Maximum | CVR, Tranche Two | ||
Contingent Value Rights [Line Items] | ||
Payable upon return on investment growth | 2.67 |
Significant Accounting Polic_11
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | 12 Months Ended | |||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 35,051,000 | $ 33,385,000 | $ 30,466,000 | $ 23,820,000 |
Sales return allowance and rebates | 11,011,000 | 9,275,000 | ||
Marketing Incentive Program | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | 0 | 768,000 | ||
Cost of sales | $ 1,754,000 | $ 1,245,000 | $ 1,672,000 |
Significant Accounting Polic_12
Significant Accounting Policies - Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Selling, general and administrative expenses | $ 354,345 | $ 350,252 | $ 267,240 |
Shipping and Handling | |||
Disaggregation of Revenue [Line Items] | |||
Selling, general and administrative expenses | $ 27,561 | $ 27,500 | $ 21,993 |
Significant Accounting Polic_13
Significant Accounting Policies - Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Accounting Policies [Abstract] | |||
Research and development expense | $ 67,643 | $ 65,459 | $ 51,967 |
Significant Accounting Polic_14
Significant Accounting Policies - Advertising (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Accounting Policies [Abstract] | |||
Advertising expenses | $ 6,871 | $ 5,789 | $ 4,476 |
Significant Accounting Polic_15
Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Jan. 01, 2022 |
Accounting Policies [Abstract] | ||
Operating lease right-of-use assets | $ 54,041 | $ 40,906 |
Operating lease, liability | $ 61,470 | $ 43,862 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Dec. 30, 2022 | Aug. 08, 2022 | Jan. 20, 2022 | May 28, 2021 | May 04, 2021 | Oct. 24, 2022 | Dec. 31, 2021 | Dec. 25, 2020 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 592,186,000 | $ 580,761,000 | $ 559,735,000 | |||||
Deferred revenue | 22,611,000 | 20,944,000 | ||||||
Noncurrent deferred revenue | 12,440,000 | 12,441,000 | ||||||
Parasol | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issued or issuable, value | $ 1,100,000 | |||||||
Clare Controls, LLC. | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 6,300,000 | |||||||
Payments to acquire business | 4,900,000 | |||||||
Extinguishment of debt, amount | 1,400,000 | |||||||
Goodwill | 2,746,000 | |||||||
Carryover basis in goodwill | 2,746,000 | |||||||
Transaction related expenses | $ 382,000 | |||||||
Staub Electronics, LTD. | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | 26,395,000 | $ 26,395,000 | ||||||
Goodwill | 9,438,000 | 9,438,000 | ||||||
Transaction related expenses | 214,000 | $ 328,000 | 114,000 | |||||
ANLA, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 38,641,000 | $ 36,641,000 | ||||||
Goodwill | 21,026,000 | |||||||
Carryover basis in goodwill | 11,866,000 | 13,616,000 | ||||||
Transaction related expenses | 197,000 | |||||||
Contingent consideration (up to) | $ 2,000,000 | |||||||
Contingent consideration, current | $ 250,000 | |||||||
Contingent consideration, noncurrent | $ 2,000,000 | |||||||
Deferred revenue | 883,000 | |||||||
Noncurrent deferred revenue | $ 586,000 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase Price (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Aug. 08, 2022 | Jan. 20, 2022 | May 28, 2021 | May 04, 2021 | Dec. 31, 2021 | Dec. 25, 2020 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 592,186 | $ 580,761 | $ 559,735 | ||||
Clare Controls, LLC. | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 6,300 | ||||||
Prepaid expenses | 263 | ||||||
Property and equipment | 26 | ||||||
Operating lease right-of-use assets | 160 | ||||||
Identifiable intangible assets | 4,300 | ||||||
Total identifiable assets acquired | 4,749 | ||||||
Accounts payable | 568 | ||||||
Accrued liabilities | 284 | ||||||
Current operating lease liability | 43 | ||||||
Operating lease liability, net of current portion | 117 | ||||||
Other liabilities | 183 | ||||||
Total liabilities assumed | 1,195 | ||||||
Net identifiable assets acquired | 3,554 | ||||||
Goodwill | 2,746 | ||||||
Net assets acquired | $ 6,300 | ||||||
Staub Electronics, LTD. | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | 26,395 | $ 26,395 | |||||
Cash and cash equivalents | 756 | ||||||
Accounts receivable | 1,801 | ||||||
Inventory | 5,472 | ||||||
Prepaid expenses | 1,616 | ||||||
Property and equipment | 451 | ||||||
Operating lease right-of-use assets | 2,309 | ||||||
Identifiable intangible assets | 14,209 | ||||||
Total identifiable assets acquired | 26,614 | ||||||
Accounts payable | 1,570 | ||||||
Accrued liabilities | 2,206 | ||||||
Current operating lease liability | 343 | ||||||
Operating lease liability, net of current portion | 1,953 | ||||||
Deferred income tax liabilities | 3,585 | ||||||
Total liabilities assumed | 9,657 | ||||||
Net identifiable assets acquired | 16,957 | ||||||
Goodwill | 9,438 | $ 9,438 | |||||
Net assets acquired | $ 26,395 | ||||||
ANLA, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 38,641 | $ 36,641 | |||||
Cash and cash equivalents | 795 | ||||||
Accounts receivable | 794 | ||||||
Inventory | 2,029 | ||||||
Property and equipment | 77 | ||||||
Identifiable intangible assets | 17,700 | ||||||
Total identifiable assets acquired | 21,395 | ||||||
Accounts payable | 1,266 | ||||||
Accrued liabilities | 1,218 | ||||||
Deferred income tax liabilities | 710 | ||||||
Other liabilities | 586 | ||||||
Total liabilities assumed | 3,780 | ||||||
Net identifiable assets acquired | 17,615 | ||||||
Goodwill | 21,026 | ||||||
Net assets acquired | $ 38,641 |
Acquisitions - Acquired Intangi
Acquisitions - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 08, 2022 | Jan. 20, 2022 | May 28, 2021 | Dec. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Useful Lives | 14 years 6 months | |||
Clare Controls, LLC. | ||||
Business Acquisition [Line Items] | ||||
Acquired Value | $ 4,300 | |||
Clare Controls, LLC. | Technology | ||||
Business Acquisition [Line Items] | ||||
Useful Lives | 4 years | |||
Acquired Value | $ 3,400 | |||
Clare Controls, LLC. | Trade name | ||||
Business Acquisition [Line Items] | ||||
Useful Lives | 6 years | |||
Acquired Value | $ 900 | |||
Staub Electronics, LTD. | ||||
Business Acquisition [Line Items] | ||||
Acquired Value | $ 14,209 | |||
Staub Electronics, LTD. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Useful Lives | 10 years | |||
Acquired Value | $ 12,684 | |||
Staub Electronics, LTD. | Trade name | ||||
Business Acquisition [Line Items] | ||||
Useful Lives | 6 years | |||
Acquired Value | $ 1,525 | |||
ANLA, LLC | ||||
Business Acquisition [Line Items] | ||||
Acquired Value | $ 17,700 | |||
ANLA, LLC | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Useful Lives | 10 years | |||
Acquired Value | $ 14,400 | |||
ANLA, LLC | Trade name | ||||
Business Acquisition [Line Items] | ||||
Useful Lives | 6 years | |||
Acquired Value | $ 3,300 |
Revenue and Geographic Inform_3
Revenue and Geographic Information - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Change In Contract With Customer Liability [Roll Forward] | |||
Deferred revenue – beginning of period | $ 33,385 | $ 30,466 | $ 23,820 |
Amounts billed, but not recognized | 34,401 | 28,536 | 28,366 |
Recognition of revenue | (32,953) | (27,086) | (21,720) |
Deferred revenue acquired | 218 | 1,469 | 0 |
Deferred revenue – end of period | $ 35,051 | $ 33,385 | $ 30,466 |
Revenue and Geographic Inform_4
Revenue and Geographic Information - Narrative (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 22,611 | $ 20,944 |
Noncurrent deferred revenue | $ 12,440 | $ 12,441 |
Revenue and Geographic Inform_5
Revenue and Geographic Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,123,811 | $ 1,008,013 | $ 814,113 |
Property and equipment, net | 34,958 | 22,603 | |
Products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,090,858 | 980,927 | 792,393 |
Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 32,953 | 27,086 | 21,720 |
Proprietary Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 762,088 | 702,626 | 578,412 |
Third Party Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 361,723 | 305,387 | 235,701 |
Domestic integrators | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 913,832 | 829,845 | 684,980 |
Domestic other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 57,877 | 59,155 | 34,449 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Property and equipment, net | 29,470 | 18,027 | |
International | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 152,102 | 119,013 | $ 94,684 |
Property and equipment, net | $ 5,488 | $ 4,576 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 |
Inventory Disclosure [Abstract] | ||||
Finished goods | $ 308,768 | $ 210,540 | ||
Raw materials | 19,457 | 10,454 | ||
Work in process | 500 | 548 | ||
Reserve for obsolete and slow-moving inventory | (14,137) | (10,578) | $ (10,450) | $ (6,589) |
Total inventories | $ 314,588 | $ 210,964 |
Inventories - Schedule of Reser
Inventories - Schedule of Reserve for Obsolete and Slow-Moving Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Inventory Valuation Reserves [Roll Forward] | |||
Balance at beginning of period | $ 10,578 | $ 10,450 | $ 6,589 |
Valuation adjustment | 7,214 | 4,578 | 4,579 |
Write-offs | (3,655) | (4,450) | (718) |
Balance at end of period | $ 14,137 | $ 10,578 | $ 10,450 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 76,844 | $ 55,486 |
Less: Accumulated depreciation | (41,886) | (32,883) |
Property and equipment, net | 34,958 | 22,603 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 17,554 | 13,422 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 25,965 | 22,438 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,524 | 3,609 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 16,791 | 11,505 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12,010 | $ 4,512 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 9,353 | $ 8,028 | $ 10,481 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 592,186 | $ 580,761 | $ 559,735 |
Amortization of intangible assets | $ 50,229 | $ 48,553 | $ 47,491 |
Weighted average useful life | 14 years 6 months |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 580,761 | $ 559,735 |
Additions | 12,184 | 21,026 |
Cumulative translation adjustments | (759) | |
Balance at end of period | 592,186 | 580,761 |
Goodwill, increase during the period | $ 12,184 | $ 21,026 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (201,411) | $ (151,272) |
Total | 477,855 | |
Intangible assets, gross | 755,830 | 738,464 |
Other intangible assets, net | 554,419 | 587,192 |
Trade names – indefinite | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 76,564 | 76,564 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 520,825 | 509,162 |
Accumulated Amortization | (123,393) | (96,149) |
Total | $ 397,432 | $ 413,013 |
Customer relationships | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Customer relationships | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 25 years | 25 years |
Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 98,478 | $ 95,078 |
Accumulated Amortization | (54,391) | (38,221) |
Total | $ 44,087 | $ 56,857 |
Technology | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years | 5 years |
Technology | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years | 15 years |
Trade names – indefinite | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 59,963 | $ 57,660 |
Accumulated Amortization | (23,627) | (16,902) |
Total | $ 36,336 | $ 40,758 |
Trade names – indefinite | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years | 2 years |
Trade names – indefinite | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Estimated Amortization Expense (Details) $ in Thousands | Dec. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 49,705 |
2024 | 43,204 |
2025 | 35,588 |
2026 | 35,233 |
2027 | 34,417 |
Thereafter | 279,708 |
Total | $ 477,855 |
Debt Agreements - Narrative (De
Debt Agreements - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Oct. 26, 2022 | Dec. 08, 2021 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | Oct. 02, 2022 | |
Debt Instrument [Line Items] | ||||||
Payments on long-term debt | $ 3,488,000 | $ 672,608,000 | $ 6,824,000 | |||
Cash paid for interest | 33,639,000 | 34,273,000 | $ 42,845,000 | |||
Available borrowing capacity | 82,940,000 | 95,106,000 | ||||
Debt issuance costs | 15,855,000 | |||||
Bank of America | Interest Rate Cap | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, cost of hedge | $ 6,573,000 | |||||
Derivative, notional amount | $ 350,000,000 | |||||
Derivative, cap interest rate | 5% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 1,200,000 | 1,506,000 | ||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 14,655,000 | $ 12,256,000 | ||||
Old Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of long-term debt | $ 451,400,000 | |||||
Old Credit Agreement | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Payments on long-term debt | 216,902,000 | |||||
Debt prepayment cost | 215,874,000 | |||||
Cash paid for interest | 1,028,000 | |||||
Write off of deferred debt issuance cost | 6,645,000 | |||||
Credit Agreement | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 465,000,000 | |||||
Debt instrument, term | 7 years | |||||
Amortization of debt discount (premium) | $ 9,079,000 | |||||
Debt instrument, interest rate, stated percentage | 9.22% | |||||
Facility fee, repaid quarterly, percentage | 1% | |||||
Credit Agreement | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Maximum borrowing capacity | $ 100,000,000 | |||||
Old Term Loans | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Write off of deferred debt issuance cost | $ 5,427,000 | |||||
Incremental Agreement | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 55,000,000 | |||||
Term Loan | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 7.38% | 5% | ||||
Term Loan | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Term Loan | Secured Debt | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1% | |||||
Variable rate floor percent | 1.50% | |||||
Term Loan | Secured Debt | Eurodollar | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1% | |||||
Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Revolving Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 12,000,000 | $ 0 | ||||
Covenant compliance, financial maintenance covenants, secured leverage ratio | 750% | |||||
Restricted cash payment threshold as amount of availability | $ 10,000,000 | |||||
Restricted payment threshold as percentage of availability | 35% | |||||
Revolving Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Revolving Credit Facility | Line of Credit | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1% | |||||
Variable rate floor percent | 1% | |||||
Incremental Term Loan | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 10.42% |
Debt Agreements - Schedule of D
Debt Agreements - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 461,513 | $ 465,000 |
Incremental Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 55,000 | 0 |
Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 12,000 | 0 |
Revolving Credit Facility | Letter of Credit | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 5,060 | $ 4,894 |
Debt Agreements - Schedule of M
Debt Agreements - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (15,855) | |
Less: Current maturities of long-term debt | 5,063 | $ 3,488 |
Long-term debt | 496,795 | $ 449,256 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
2023 | 5,200 | |
2024 | 3,900 | |
2025 | 58,688 | |
2026 | 16,650 | |
2027 | 5,813 | |
Thereafter | 438,262 | |
Total future maturities of long-term debt | 528,513 | |
Unamortized debt issuance costs | (15,855) | |
Total indebtedness | 512,658 | |
Less: Current maturities of long-term debt | 5,063 | |
Long-term debt | $ 507,595 |
Debt Agreements - Schedule of F
Debt Agreements - Schedule of Future Amortization of Debt Issuance Cost (Details) $ in Thousands | Dec. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 3,166 |
2024 | 3,396 |
2025 | 3,374 |
2026 | 2,123 |
2027 | 1,918 |
Thereafter | 1,878 |
Total | $ 15,855 |
Debt Agreements - Interest Expe
Debt Agreements - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 2,146 | $ 5,053 | $ 6,101 |
Interest expense, debt | 35,839 | 33,162 | 45,529 |
Old Credit Agreement | Secured Debt | |||
Debt Instrument [Line Items] | |||
Interest expense, debt, excluding amortization | 0 | 26,586 | 39,408 |
Credit Agreement | Secured Debt | |||
Debt Instrument [Line Items] | |||
Interest expense, debt, excluding amortization | 30,993 | 1,485 | 0 |
Credit Agreement | Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest expense, debt, excluding amortization | 2,462 | 38 | 0 |
Rate Cap | |||
Debt Instrument [Line Items] | |||
Interest expense, debt, excluding amortization | $ 238 | $ 0 | $ 20 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Assets | ||
Notes receivable, net | $ 59 | $ 6,484 |
Carrying Amount | Term Loan | ||
Liabilities | ||
Debt instrument | 461,513 | 465,000 |
Carrying Amount | Incremental Term Loan | ||
Liabilities | ||
Debt instrument | 55,000 | 0 |
Fair Value | ||
Assets | ||
Notes receivable, net | 59 | 6,764 |
Fair Value | Term Loan | ||
Liabilities | ||
Debt instrument | 421,130 | 462,675 |
Fair Value | Incremental Term Loan | ||
Liabilities | ||
Debt instrument | $ 51,700 | $ 0 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 08, 2022 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Loss on notes receivable | $ 5,872 | $ 0 | $ 0 | |
Accrued liabilities | 64,605 | 75,517 | ||
Other liabilities | 24,206 | $ 30,103 | ||
Interest Rate Cap | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, fair value | 2,563 | |||
Clare Controls, LLC. | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Loss on notes receivable | $ 5,872 | |||
Extinguishment of debt, amount | $ 1,400 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 Measurement Valuation (Details) - Valuation Technique, Option Pricing Model - Fair Value, Inputs, Level 3 - Fair Value, Recurring $ in Thousands | Dec. 30, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Value Rights | $ 1,700 |
Measurement Input, Price Volatility | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 0.60 |
Fair Value Measurement - CRV Re
Fair Value Measurement - CRV Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
CVR fair value – December 27, 2019 | $ 8,900 | $ 4,000 | $ 3,200 |
Fair value adjustments | (7,200) | 4,900 | 800 |
CVR fair value – December 25, 2020 | $ 1,700 | $ 8,900 | $ 4,000 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative expenses | Selling, general and administrative expenses | Selling, general and administrative expenses |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Deferred revenue | $ 22,611 | $ 20,944 |
Payroll, vacation and bonus accruals | 11,068 | 21,340 |
Warranty reserve | 10,682 | 14,549 |
Customer rebate program | 5,863 | 4,775 |
Sales return allowance | 5,148 | 3,999 |
Incurred but not reported self-insurance | 1,860 | 1,556 |
Interest payable | 1,578 | 1,523 |
Taxes | 944 | 1,774 |
Other accrued liabilities | 4,851 | 5,057 |
Accrued liabilities | $ 64,605 | $ 75,517 |
Warranties - Schedule of Produc
Warranties - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Balance at beginning of period | $ 18,772 | $ 16,523 | $ 19,989 |
Warranty claims | (12,310) | (12,455) | (12,252) |
Warranty provisions | 8,577 | 14,704 | 8,786 |
Balance at end of period | $ 15,039 | $ 18,772 | $ 16,523 |
Warranties - Narrative (Details
Warranties - Narrative (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Guarantees and Product Warranties [Abstract] | ||
Warranty reserve | $ 10,682 | $ 14,549 |
Warranty accrual, noncurrent | $ 4,357 | $ 4,223 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Retirement Benefits [Abstract] | |||
Defined Contribution Plan, Tax Status [Extensible Enumeration] | Qualified Plan [Member] | ||
Employer matching contribution, percent of match | 100% | ||
Employer matching contribution, percent of employees' gross pay (up to) | 3% | ||
Employers matching contribution, annual vesting percentage | 50% | ||
Maximum annual contribution percentage per employee (up to) | 6% | ||
Contribution cost | $ 5,355 | $ 4,471 | $ 3,727 |
Equity Agreements and Incenti_3
Equity Agreements and Incentive Equity Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jul. 30, 2021 | Dec. 30, 2022 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 22,853 | $ 21,522 | $ 4,284 | ||
Contributions to employee stock purchase plan | 1,509 | ||||
Unrecognized compensation expense | $ 35,845 | $ 35,845 | |||
Number rights converted (in shares) | 2,998 | 2,998 | |||
Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 158,000 | ||||
Share Price | $ 6.79 | $ 6.79 | |||
Contributions to employee stock purchase plan | $ 2 | ||||
B-1 Incentive Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Share-based compensation expense | 2,605 | $ 4,284 | |||
Granted (in dollars per share) | $ 0 | $ 0.42 | |||
Granted (in shares) | 0 | ||||
Total grant date fair value, vested | $ 7,002 | $ 3,402 | $ 4,260 | ||
Units granted (in shares) | 4,243,000 | ||||
Weighted average grant date fair value (in dollars per share) | $ 18 | $ 18 | $ 18 | ||
Units forfeited (in shares) | 21,000 | ||||
Nonvested awards (in shares) | 223,000 | 223,000 | 633,000 | ||
Vested (in shares) | 389,000 | ||||
B-2 Incentive Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in dollars per share) | $ 0 | ||||
Granted (in shares) | 0 | 0 | |||
Units granted (in shares) | 1,155,000 | ||||
Weighted average grant date fair value (in dollars per share) | $ 18 | $ 18 | $ 18 | ||
Units forfeited (in shares) | 15,000 | ||||
Nonvested awards (in shares) | 792,000 | 792,000 | 807,000 | ||
Vested (in shares) | 0 | 0 | |||
Market-based options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 10 years | ||||
Options, vested in period, fair value | $ 5,602 | $ 13,842 | |||
Time-based Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Weighted average exercise price, after forfeitures (in dollars per share) | $ 6.47 | ||||
Weighted average exercise price (in dollars per share) | $ 6.47 | $ 6.47 | $ 6.49 | ||
Units granted (in shares) | 0 | ||||
Options, vested (in shares) | 0 | 0 | |||
Units granted (in dollars per share) | $ 0 | ||||
Expected volatility | 45% | ||||
Expected dividend yield | 0% | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in dollars per share) | $ 18 | $ 16.99 | $ 18.22 | ||
Granted (in shares) | 1,286,000 | ||||
Total grant date fair value, vested | $ 4,012 | $ 0 | |||
Weighted average grant date fair value (in dollars per share) | $ 17.05 | $ 17.05 | $ 18.22 | ||
Units forfeited (in shares) | 95,000 | ||||
Nonvested awards (in shares) | 1,360,000 | 1,360,000 | 390,000 | ||
Vested (in shares) | 221,000 | ||||
Restricted stock units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Restricted stock units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Granted (in dollars per share) | $ 19.01 | ||||
Granted (in shares) | 439,000 | ||||
Weighted average grant date fair value (in dollars per share) | $ 17.96 | $ 17.96 | $ 0 | ||
Units forfeited (in shares) | 9,000 | ||||
Nonvested awards (in shares) | 254,000 | 254,000 | 0 | ||
Vested (in shares) | 0 | ||||
Performance stock units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of total units granted | 0% | ||||
Performance stock units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of total units granted | 200% | ||||
Employee Stock | 2022 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 438 | ||||
Shares reserves for issuance (in shares) | 750,000 | 750,000 | |||
Purchase price of common stock, percent | 85% | ||||
Contributions to employee stock purchase plan | $ 287 | ||||
Unrecognized compensation expense | $ 301 | 301 | |||
Replacement Award | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 294 | $ 4,265 | $ 7,353 | ||
Units forfeited (in shares) | 8 | ||||
Nonvested awards (in shares) | 41 | 41 | |||
Vested (in shares) | 0 | ||||
Market-based Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average exercise price (in dollars per share) | $ 5.66 | $ 5.66 | $ 5.66 | ||
Units granted (in shares) | 0 | ||||
Units granted (in dollars per share) | $ 0 | ||||
Risk-free rate of return | 0.60% | ||||
Expected volatility | 45% | ||||
Expected dividend yield | 0% |
Equity Agreements and Incenti_4
Equity Agreements and Incentive Equity Plans - Schedule of Valuation Assumptions for Incentive Units Granted (Details) - Incentive Units | 12 Months Ended |
Dec. 25, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 4 years |
Risk-free rate of return, minimum | 20% |
Risk-free rate of return, maximum | 0.30% |
Expected dividend yield | 0% |
Expected volatility, minimum | 47% |
Expected volatility, maximum | 51% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Discount for lack of marketability | 20% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Discount for lack of marketability | 25% |
Equity Agreements and Incenti_5
Equity Agreements and Incentive Equity Plans - Summary of Restricted Stock Awards, RSUs, and PSUs (Details) - $ / shares | 12 Months Ended | |||
Jul. 30, 2021 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
B-1 Incentive Units | ||||
Number of Units | ||||
Outstanding balance at beginning of period (in shares) | 633,000 | |||
Granted (in shares) | 0 | |||
Vested (in shares) | 389,000 | |||
Forfeited (in shares) | 21,000 | |||
Outstanding balance at end of period (in shares) | 223,000 | 633,000 | ||
Weighted- Average Grant-Date Fair Value | ||||
Outstanding balance at beginning of period (in dollars per share) | $ 18 | |||
Granted (in dollars per share) | 0 | $ 0.42 | ||
Vested (in dollars per share) | 18 | |||
Forfeited (in dollars per share) | 18 | |||
Outstanding balance at end of period (in dollars per share) | $ 18 | $ 18 | ||
B-2 Incentive Units | ||||
Number of Units | ||||
Outstanding balance at beginning of period (in shares) | 807,000 | |||
Granted (in shares) | 0 | 0 | ||
Vested (in shares) | 0 | 0 | ||
Forfeited (in shares) | 15,000 | |||
Outstanding balance at end of period (in shares) | 792,000 | 807,000 | ||
Weighted- Average Grant-Date Fair Value | ||||
Outstanding balance at beginning of period (in dollars per share) | $ 18 | |||
Granted (in dollars per share) | 0 | |||
Vested (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 18 | |||
Outstanding balance at end of period (in dollars per share) | $ 18 | $ 18 | ||
Restricted stock units | ||||
Number of Units | ||||
Outstanding balance at beginning of period (in shares) | 390,000 | |||
Granted (in shares) | 1,286,000 | |||
Vested (in shares) | 221,000 | |||
Forfeited (in shares) | 95,000 | |||
Outstanding balance at end of period (in shares) | 1,360,000 | 390,000 | ||
Weighted- Average Grant-Date Fair Value | ||||
Outstanding balance at beginning of period (in dollars per share) | $ 18.22 | |||
Granted (in dollars per share) | $ 18 | 16.99 | $ 18.22 | |
Vested (in dollars per share) | 18.12 | |||
Forfeited (in dollars per share) | 18.47 | |||
Outstanding balance at end of period (in dollars per share) | $ 17.05 | $ 18.22 | ||
Performance stock units | ||||
Number of Units | ||||
Outstanding balance at beginning of period (in shares) | 0 | |||
Granted (in shares) | 439,000 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | 9,000 | |||
Performance Adjustment (in shares) | 176,000 | |||
Outstanding balance at end of period (in shares) | 254,000 | 0 | ||
Weighted- Average Grant-Date Fair Value | ||||
Outstanding balance at beginning of period (in dollars per share) | $ 0 | |||
Granted (in dollars per share) | 19.01 | |||
Vested (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 20.46 | |||
Performance Adjustment (in dollars per share) | 20.46 | |||
Outstanding balance at end of period (in dollars per share) | $ 17.96 | $ 0 |
Equity Agreements and Incenti_6
Equity Agreements and Incentive Equity Plans - Fair Value of Leverage Replacement Options (Details) | 12 Months Ended |
Dec. 30, 2022 | |
Time-based Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free rate of return, minimum | 0.40% |
Risk-free rate of return, maximum | 1% |
Expected dividend yield | 0% |
Expected volatility | 45% |
Time-based Options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 3 years 1 month 6 days |
Time-based Options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 7 years |
Market-based Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 2 years 6 months |
Risk-free rate of return | 0.60% |
Expected dividend yield | 0% |
Expected volatility | 45% |
Equity Agreements and Incenti_7
Equity Agreements and Incentive Equity Plans - Summary of Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) $ / shares shares | |
Time-based Options | |
Number of Units | |
Outstanding balance at beginning of period (in shares) | shares | 4,393 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 160 |
Outstanding balance at end of period (in shares) | shares | 4,233 |
Options exercisable at period end (in shares) | shares | 3,141 |
Weighted- Average Grant-Date Fair Value | |
Outstanding balance at beginning of period (in dollars per shares) | $ / shares | $ 6.49 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 7.06 |
Outstanding balance at end of period (in dollars per shares) | $ / shares | 6.47 |
Options exercisable at period end (in dollars per share) | $ / shares | $ 6.19 |
Aggregate Intrinsic Value | |
Outstanding balance at beginning of period | $ | $ 13,532 |
Granted | $ | 0 |
Exercised | $ | 0 |
Forfeited | $ | 0 |
Outstanding balance at end of period | $ | 0 |
Options exercisable at period end | $ | $ 0 |
Market-based Options | |
Number of Units | |
Outstanding balance at beginning of period (in shares) | shares | 1,155 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 30 |
Outstanding balance at end of period (in shares) | shares | 1,125 |
Options exercisable at period end (in shares) | shares | 0 |
Weighted- Average Grant-Date Fair Value | |
Outstanding balance at beginning of period (in dollars per shares) | $ / shares | $ 5.66 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 5.66 |
Outstanding balance at end of period (in dollars per shares) | $ / shares | 5.66 |
Options exercisable at period end (in dollars per share) | $ / shares | $ 0 |
Aggregate Intrinsic Value | |
Outstanding balance at beginning of period | $ | $ 3,558 |
Granted | $ | 0 |
Exercised | $ | 0 |
Forfeited | $ | 0 |
Outstanding balance at end of period | $ | 0 |
Options exercisable at period end | $ | $ 0 |
Equity Agreements and Incenti_8
Equity Agreements and Incentive Equity Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 22,853 | $ 21,522 | $ 4,284 |
Unrecognized compensation expense | $ 35,845 | ||
Weighted-Average Remaining Contractual Term (Years) | 1 year 10 months 20 days | ||
2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 0 | 2,605 | 4,284 |
Unrecognized compensation expense | $ 0 | ||
Weighted-Average Remaining Contractual Term (Years) | 0 years | ||
2021 Plan | Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 4,187 | 1,975 | 0 |
Unrecognized compensation expense | $ 4,251 | ||
Weighted-Average Remaining Contractual Term (Years) | 1 year 2 months 26 days | ||
2021 Plan | Time-based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 6,375 | 14,152 | 0 |
Unrecognized compensation expense | $ 7,346 | ||
Weighted-Average Remaining Contractual Term (Years) | 1 year 11 months 15 days | ||
2021 Plan | Market-based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 2,487 | 1,113 | 0 |
Unrecognized compensation expense | $ 2,771 | ||
Weighted-Average Remaining Contractual Term (Years) | 1 year 1 month 6 days | ||
2021 Plan | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 7,316 | 1,677 | 0 |
Unrecognized compensation expense | $ 18,188 | ||
Weighted-Average Remaining Contractual Term (Years) | 2 years 10 months 17 days | ||
2021 Plan | Performance stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 2,108 | 0 | 0 |
Unrecognized compensation expense | $ 2,461 | ||
Weighted-Average Remaining Contractual Term (Years) | 1 year 5 months 23 days | ||
Other equity-based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 380 | $ 0 | $ 0 |
Unrecognized compensation expense | $ 828 | ||
Weighted-Average Remaining Contractual Term (Years) | 2 years 18 days |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (3,866) | $ (44,650) | $ (26,998) |
Foreign | (6,219) | 1,606 | (2,237) |
Total | $ (10,085) | $ (43,044) | $ (29,235) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Current | |||
Federal | $ 2,794 | $ 0 | $ 0 |
State | 2,289 | 1,005 | 96 |
Foreign | 1,110 | 330 | 976 |
Total | 6,193 | 1,335 | 1,072 |
Deferred | |||
Federal | (5,954) | (5,708) | (8,778) |
State | (1,790) | (1,963) | 3,756 |
Foreign | 92 | (306) | (401) |
Total | (7,652) | (7,977) | (5,423) |
Income tax benefit | $ (1,459) | $ (6,642) | $ (4,351) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Deferred Tax Assets | ||
Net operating loss | $ 3,845 | $ 17,815 |
Interest carryforward | 7,793 | 8,442 |
Accrued liabilities and reserves | 14,545 | 14,864 |
Uniform capitalization | 593 | 352 |
Capital loss carryforward | 8,719 | 8,719 |
R&D credits | 17,296 | 17,923 |
Deferred revenue | 3,422 | 3,724 |
Depreciable property | 1,690 | 1,661 |
Stock compensation | 8,020 | 4,294 |
Section 174 research and expenditures | 18,046 | 0 |
Other | 0 | 746 |
Total deferred tax assets | 83,969 | 78,540 |
Valuation allowance | (15,554) | (15,044) |
Total deferred tax assets, net of valuation allowance | 68,415 | 63,496 |
Deferred Tax Liabilities | ||
Amortization of intangibles | (93,489) | (96,952) |
Amortization of goodwill | (17,072) | (13,401) |
Transaction Costs | (55) | (219) |
Other | (321) | 0 |
Total deferred tax liabilities | (110,937) | (110,572) |
Net deferred tax liabilities | $ (42,522) | $ (47,076) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Liabilities, Net (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Net deferred tax liabilities | $ (42,522) | $ (47,076) |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net deferred tax liabilities | (40,505) | (48,555) |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net deferred tax liabilities | (3,010) | 0 |
Net deferred tax assets | $ 993 | $ 1,479 |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforward (Details) $ in Thousands | Dec. 30, 2022 USD ($) |
State | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward | $ 1,833 |
State | Definite | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 39,345 |
State | Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 750 |
State | Capital Loss Carryforward | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward | 22,640 |
Foreign | Definite | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 8,435 |
Foreign | Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 643 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward | 21,548 |
Federal | Capital Loss Carryforward | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward | $ 35,039 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 8,256 | $ 8,094 | $ 8,281 |
Additions for tax position of the current year | 528 | 400 | 538 |
Changes in judgment | 148 | (162) | (670) |
Lapses of applicable statutes of limitations | (85) | (76) | (55) |
Balance at end of period | $ 8,847 | $ 8,256 | $ 8,094 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 21% | 21% | 21% |
State income taxes | (2.33%) | 1.04% | 1.57% |
Foreign income taxes | (0.10%) | (0.07%) | 1.03% |
Deferred rate change | (3.78%) | 0.46% | (6.00%) |
Foreign tax rate differences | (1.71%) | 0.42% | (1.31%) |
Autonomic sale (tax) | 0% | 0% | 29.82% |
Incentive stock compensation | (12.73%) | (2.23%) | (3.08%) |
Cash in lieu of Tax Receivable Agreement | 0% | (5.06%) | 0% |
Tax receivable agreement adjustments/amortization | (0.31%) | 0% | 0% |
Research and development tax credits | 33.50% | 2.84% | 14.37% |
Valuation allowance | (25.52%) | 1.42% | (41.61%) |
Changes in uncertain tax positions | (7.36%) | (0.41%) | 0.64% |
Contingent value rights | 9.25% | (1.47%) | (0.35%) |
Foreign-derived intangible income | 9.35% | 0% | 0% |
Global intangible low-taxed income | (2.51%) | (0.66%) | 0% |
Meals and entertainment | (1.93%) | (0.22%) | (0.20%) |
Other items, net | (0.35%) | (1.64%) | (1.00%) |
Effective income tax rate | 14.47% | 15.42% | 14.88% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 30, 2022 | Dec. 25, 2020 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $ (15,044,000) | $ (15,554,000) | |
Proceeds from sale of subsidiary treasury stock | 1,104,000 | ||
Gain (loss) on sale of previously unissued stock by subsidiary | 35,039,000 | ||
Unrecognized tax benefits (expense) | $ 161,000 | $ 591,000 | $ (187,000) |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Feb. 15, 2023 | Jul. 16, 2021 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | Jul. 29, 2021 | |
Tax Receivable Agreement [Line Items] | ||||||
Noncash tax receivable agreement liability | $ 111,453 | $ 112,406 | $ 112,681 | |||
Current tax receivable agreement liability | 10,191 | 0 | ||||
Noncurrent tax receivable agreement liability | 101,262 | 112,406 | ||||
Tax receivable agreement, liability, measurement adjustments | 953 | 275 | ||||
Dividends declared | $ 13,210 | |||||
IPO payments held in escrow | $ 2,754 | 1,169 | 2,285 | |||
Compensation expense | 1,116 | $ 10,925 | $ 0 | |||
Subsequent Event | ||||||
Tax Receivable Agreement [Line Items] | ||||||
Payments for tax receivable agreement | $ 10,468 | |||||
IPO | ||||||
Tax Receivable Agreement [Line Items] | ||||||
Dividends declared | $ 10,456 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, renewal term | 5 years | ||
Lease not yet commenced, liability | $ 6,423 | ||
Operating leases, rent expense | $ 12,325 | $ 10,909 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 14,882 |
Variable lease cost | 4,388 |
Short-term lease cost | 301 |
Total lease cost | $ 19,571 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information and Non-cash Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 14,136 |
Non-cash activity: | |
Right-of-use assets obtained in exchange for lease obligations | $ 66,231 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 30, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term | 6 years 8 months 12 days |
Weighted-average discount rate | 7.20% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Jan. 01, 2022 |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | ||
2023 | $ 14,232 | |
2024 | 13,817 | |
2025 | 12,653 | |
2026 | 10,536 | |
2027 | 8,749 | |
Thereafter | 25,400 | |
Total lease payments | 85,387 | |
Less: Imputed interest | 20,317 | |
Less: Lease incentive receivable | 3,600 | |
Present value of lease liabilities | $ 61,470 | $ 43,862 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 13,168 |
2023 | 9,255 |
2024 | 7,558 |
2025 | 6,357 |
2026 | 4,510 |
Thereafter | 5,460 |
Total future minimum lease payments | $ 46,308 |
Stockholders Equity - Narrative
Stockholders Equity - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2021 | Dec. 30, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 25, 2020 USD ($) | May 12, 2022 USD ($) | Jul. 30, 2021 $ / shares shares | Jul. 01, 2021 $ / shares | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of votes per common share | vote | 1 | ||||||
Noncontrolling interest | $ 0 | $ 261,000 | |||||
Contributions from minority partners | $ 0 | $ 0 | $ 0 | ||||
Stock split, conversion ratio | 150 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.001 | |||
Common stock, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | |||||
Stock repurchase program, authorized amount | $ 25,000,000 | ||||||
Treasury stock, acquired | $ 2,887,000 | ||||||
Accrued Liabilities | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock, acquired | $ 55,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of shares repurchased | shares | 269,000 |
Total cost | $ | $ 2,887 |
Average per share cost including commissions | $ / shares | $ 10.71 |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) | 12 Months Ended |
Dec. 25, 2020 shares | |
Earnings Per Share [Abstract] | |
Potentially dilutive securities (in shares) | 0 |
Loss Per Share - Schedule of Lo
Loss Per Share - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to Company | $ (8,626) | $ (36,402) | $ (24,884) |
Weighted-average shares outstanding - basic (in shares) | 74,651 | 65,541 | 58,865 |
Weighted-average shares outstanding - diluted (in shares) | 74,651 | 65,541 | 58,865 |
Loss per share - basic (in dollars per share) | $ (0.12) | $ (0.56) | $ (0.42) |
Loss per share - diluted (in dollars per share) | $ (0.12) | $ (0.56) | $ (0.42) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 8,141 | 3,156 |
Restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 1,240 | 635 |
Time-based Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 4,315 | 1,870 |
Market-based Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 1,151 | 489 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 1,138 | 162 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 231 | 0 |
Other equity-based compensation | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 66 | 0 |
Related Parties (Details)
Related Parties (Details) - Affiliated Entity - USD ($) | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Insurance Brokerage Vendor | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 1,114,000 | $ 1,874,000 | $ 0 |
Vendor | |||
Related Party Transaction [Line Items] | |||
Selling, general and administrative expenses from transactions with related party | $ 519,000 | $ 541,000 | $ 347,000 |