Cover
Cover - shares | 3 Months Ended | |
Mar. 29, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 29, 2024 | |
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 $.01 per share | |
Trading Symbol | SNPO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 76,535,644 | |
Amendment Flag | false | |
Entity Central Index Key | 0001856430 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-27 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 41,251 | $ 61,023 |
Accounts receivable, net | 45,340 | 45,879 |
Inventories | 249,241 | 268,793 |
Prepaid expenses | 23,403 | 21,067 |
Other current assets | 2,312 | 2,678 |
Total current assets | 361,547 | 399,440 |
Long-term assets: | ||
Property and equipment, net | 44,595 | 45,560 |
Goodwill | 592,186 | 592,389 |
Other intangible assets, net | 492,693 | 505,077 |
Operating lease right-of-use assets | 49,752 | 51,851 |
Other assets | 9,042 | 8,611 |
Total assets | 1,549,815 | 1,602,928 |
Current liabilities: | ||
Current maturities of long-term debt | 3,900 | 3,900 |
Accounts payable | 59,202 | 67,295 |
Accrued liabilities | 58,513 | 62,631 |
Current operating lease liability | 11,611 | 11,456 |
Current tax receivable agreement liability | 12,827 | 21,107 |
Total current liabilities | 146,053 | 166,389 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 495,070 | 495,620 |
Deferred income tax liabilities, net | 33,809 | 26,975 |
Operating lease liability, net of current portion | 49,582 | 52,090 |
Tax receivable agreement liability, net of current portion | 67,735 | 80,929 |
Other liabilities | 18,997 | 21,068 |
Total liabilities | 811,246 | 843,071 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 500,000 shares authorized; 76,472 shares issued and outstanding as of March 29, 2024 and 75,944 shares issued and outstanding at December 29, 2023 | 765 | 759 |
Preferred stock, $0.01 par value; 50,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 873,746 | 872,065 |
Accumulated deficit | (132,347) | (109,414) |
Accumulated other comprehensive loss | (3,595) | (3,553) |
Total stockholders’ equity | 738,569 | 759,857 |
Total liabilities and stockholders’ equity | $ 1,549,815 | $ 1,602,928 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 29, 2024 | Dec. 29, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 76,472,000 | 75,944,000 |
Common stock, outstanding (in shares) | 76,472,000 | 75,944,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 246,078 | $ 252,040 |
Costs and expenses: | ||
Cost of sales, exclusive of depreciation and amortization | 137,611 | 145,813 |
Selling, general, and administrative expenses | 90,820 | 93,797 |
Depreciation and amortization | 15,369 | 15,202 |
Total costs and expenses | 243,800 | 254,812 |
Income (loss) from operations | 2,278 | (2,772) |
Other expenses (income): | ||
Interest expense | 14,237 | 13,949 |
Other expense (income), net | (51) | 827 |
Total other expenses | 14,186 | 14,776 |
Loss before income taxes | (11,908) | (17,548) |
Income tax expense (benefit) | 11,025 | (3,000) |
Net loss | $ (22,933) | $ (14,548) |
Net loss per share, basic (in dollars per share) | $ (0.30) | $ (0.19) |
Net loss per share, diluted (in dollars per share) | $ (0.30) | $ (0.19) |
Weighted average shares outstanding - basic (in shares) | 76,360 | 75,291 |
Weighted average shares outstanding - diluted (in shares) | 76,360 | 75,291 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (22,933) | $ (14,548) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments | (42) | 253 |
Comprehensive loss | $ (22,975) | $ (14,295) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at beginning of period (in shares) at Dec. 30, 2022 | 75,042,000 | ||||
Balance at beginning of period at Dec. 30, 2022 | $ 757,171 | $ 750 | $ 848,703 | $ (88,046) | $ (4,236) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (14,548) | (14,548) | |||
Foreign currency translation adjustments | 253 | 253 | |||
Equity-based compensation | 7,577 | 7,577 | |||
Employee stock purchase plan | 186 | 186 | |||
Issuance of common stock pursuant to equity incentive plans (in shares) | 332,000 | ||||
Issuance of common stock pursuant to equity incentive plans | 0 | $ 3 | (3) | ||
Tax withholding on net share settlement of equity awards (in shares) | (95,000) | ||||
Tax withholding on net share settlement of equity awards | (1,024) | $ (1) | (1,023) | ||
Repurchase and retirement of common stock (in shares) | (27,000) | ||||
Repurchase and retirement of common stock | (238) | (238) | |||
Balance at end of period (in shares) at Mar. 31, 2023 | 75,252,000 | ||||
Balance at end of period at Mar. 31, 2023 | 749,377 | $ 752 | 855,202 | (102,594) | (3,983) |
Balance at beginning of period (in shares) at Dec. 30, 2022 | 75,042,000 | ||||
Balance at beginning of period at Dec. 30, 2022 | $ 757,171 | $ 750 | 848,703 | (88,046) | (4,236) |
Balance at end of period (in shares) at Dec. 29, 2023 | 75,944,000 | 75,944,000 | |||
Balance at end of period at Dec. 29, 2023 | $ 759,857 | $ 759 | 872,065 | (109,414) | (3,553) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (22,933) | (22,933) | |||
Foreign currency translation adjustments | (42) | (42) | |||
Equity-based compensation | 5,721 | 5,721 | |||
Employee stock purchase plan | 192 | 192 | |||
Issuance of common stock pursuant to equity incentive plans (in shares) | 821,000 | ||||
Issuance of common stock pursuant to equity incentive plans | 0 | $ 8 | (8) | ||
Tax withholding on net share settlement of equity awards (in shares) | (293,000) | ||||
Tax withholding on net share settlement of equity awards | (2,439) | $ (2) | (2,437) | ||
Distribution to shareholders | $ (1,787) | (1,787) | |||
Balance at end of period (in shares) at Mar. 29, 2024 | 76,472,000 | 76,472,000 | |||
Balance at end of period at Mar. 29, 2024 | $ 738,569 | $ 765 | $ 873,746 | $ (132,347) | $ (3,595) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (22,933) | $ (14,548) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 15,369 | 15,202 |
Amortization of debt issuance costs | 827 | 772 |
Deferred income taxes | 6,601 | (5,869) |
Equity-based compensation | 5,913 | 7,763 |
Non-cash operating lease expense | 2,518 | 3,310 |
Bad debt expense | 159 | 307 |
Non Cash Compensation Forfeiture | (1,787) | 0 |
Interest rate cap (income) expense | (170) | 818 |
Fair value adjustment to contingent value rights | (1,200) | 600 |
Valuation adjustment to TRA liability | (367) | 144 |
Other, net | 0 | 130 |
Change in operating assets and liabilities: | ||
Accounts receivable | (173) | (2,614) |
Inventories | 18,435 | 1,205 |
Prepaid expenses and other assets | (2,261) | 1,268 |
Accounts payable, accrued liabilities, and operating lease liabilities | (14,964) | (11,118) |
Net cash provided by (used in) operating activities | 5,967 | (2,630) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,080) | (9,164) |
Other, net | 0 | 39 |
Net cash used in investing activities | (2,080) | (9,125) |
Cash flows from financing activities: | ||
Payments on long-term debt | (1,300) | (1,300) |
Proceeds from revolving credit facility | 0 | 38,000 |
Proceeds from interest rate cap | 490 | 0 |
Repurchase and retirement of common stock | 0 | (293) |
Payment of tax withholding obligation on settlement of equity awards | (2,439) | (1,024) |
Payments of tax receivable agreement | (21,107) | (10,191) |
Payments of contingent consideration | 0 | (250) |
Net cash (used in) provided by financing activities | (24,356) | 24,942 |
Effect of exchange rate changes on cash and cash equivalents | 697 | 148 |
Net increase (decrease) in cash and cash equivalents | (19,772) | 13,335 |
Cash and cash equivalents at beginning of the period | 61,023 | 21,117 |
Cash and cash equivalents at end of the period | 41,251 | 34,452 |
Supplementary cash flow information: | ||
Cash paid for interest | 14,341 | 14,098 |
Cash paid for taxes, net | 519 | 969 |
Noncash investing and financing activities: | ||
Capital expenditure in accounts payable | $ 238 | $ 937 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Snap 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 Lehi, Utah. The Company provides products, software, and support solutions to its network of professional integrators that enable them to deliver smart living experiences for their residential and business end consumers. The Company’s hardware and software portfolio includes leading proprietary and third-party offerings across connected, infrastructure, entertainment and software categories. Additionally, the Company provides technology and software solutions designed to support the integrator throughout the project lifecycle, enhancing their operations and helping them to profitably grow their businesses. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 29, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation — The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. The condensed 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 condensed consolidated financial statements. The condensed consolidated balance sheet as of December 29, 2023, has been derived from the audited consolidated financial statements of the Company. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the fiscal year ended December 29, 2023, appearing in the Company’s Annual Report on Form 10-K for the annual period ended December 29, 2023, filed with the Securities and Exchange Commission on March 8, 2024. There have been no changes to the Company’s critical accounting estimates and policies or application since the date of the Annual Report except as discussed below. The Company’s fiscal year is the 52- or 53-week period that ends on the last Friday of December. Fiscal years 2024 and 2023 were 52-week periods. The three months ended March 29, 2024 and March 31, 2023 were 13-week periods. 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 condensed consolidated financial statements and accompanying notes. Accordingly, the actual amounts could differ from those estimates. If actual amounts differ from estimates, revisions are included in the condensed consolidated statements of operations in the period the actual amounts become known. Recent Accounting Pronouncements Pending Adoption - In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is considered an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of ASU 2023-07 and expects that any impact would be limited to additional disclosures in the notes to the unaudited condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of ASU 2023-09 and expects that any impact would be limited to additional disclosures in the notes to the unaudited condensed consolidated financial statements. Recently Adopted Accounting Pronouncements — In March 2020, the FASB issued 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. 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 cessation of the London InterBank Offered Rate (“LIBOR”) is limited to (i) the interest expense and certain fees it incurs on balances outstanding under its credit facilities, which the Company amended on April 17, 2023 to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”) (see Note 6 for further discussion), (ii) certain interest rates that may become applicable pursuant to the Company’s Tax Receivable Agreement (“TRA”) which may be amended by the Company and the TRA Party Representative if such interest rates become applicable and (iii) the Company’s interest rate cap agreement, which was amended on June 30, 2023 to replace LIBOR with SOFR as the interest rate benchmark for the Term Loan. The Company utilized the practical expedients set forth in Topic 848 and has continued to account for its interest rate cap at fair value and has not applied modification accounting to its debt instruments. The Company fully adopted the standard as of June 30, 2023 and the adoption did not have a material impact on our condensed consolidated financial statements. |
Revenue and Geographic Informat
Revenue and Geographic Information | 3 Months Ended |
Mar. 29, 2024 | |
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 condensed 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 three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Deferred revenue – beginning of period $ 34,921 $ 35,051 Amounts billed, but not recognized 8,970 8,548 Recognition of revenue (9,351) (8,728) Deferred revenue – end of period $ 34,540 $ 34,871 The Company recorded deferred revenue of $23,187 and $23,261 in accrued liabilities and $11,353 and $11,660 in other liabilities as of March 29, 2024 and December 29, 2023, respectively. Disaggregation of Revenue — The following table sets forth revenue by geography between the United States and all geographies outside of the United States for the three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, 2023 (d) Domestic integrators (a) $ 211,342 $ 214,543 Domestic other (b) 5,403 4,176 International (c) 29,333 33,321 Total $ 246,078 $ 252,040 (a) “Domestic integrators” is defined as professional “do-it-for-me” integrators who transact with Snap One through a traditional integrator channel in the United States. (b) “Domestic other” is defined as 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. (d) Certain amounts, including ANLA, LLC (“Access Networks”) net sales, have been reclassified to conform to the current period presentation. The following table sets forth revenue by product type between proprietary products and third-party products for the three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Proprietary products (a) $ 163,621 $ 171,375 Third-party products (b) 82,457 80,665 Total $ 246,078 $ 252,040 (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 three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Products transferred at a point in time $ 236,727 $ 243,312 Services transferred over time 9,351 8,728 Total $ 246,078 $ 252,040 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, net: As of March 29, 2024 and December 29, 2023, the Company’s accounts receivable, net consisted of the following: March 29, December 29, Accounts receivable $ 47,509 $ 48,138 Allowance for credit losses (2,169) (2,259) Accounts receivable, net $ 45,340 $ 45,879 Inventories: As of March 29, 2024 and December 29, 2023, the Company’s inventory consisted of the following: March 29, December 29, Finished goods $ 252,059 $ 270,153 Raw materials 12,666 13,846 Work in process 36 276 Reserve for obsolete and slow-moving inventory (15,520) (15,482) Total inventories $ 249,241 $ 268,793 Accrued Liabilities: Accrued liabilities as of March 29, 2024 and December 29, 2023, consisted of the following: March 29, December 29, Deferred revenue $ 23,187 $ 23,261 Payroll, vacation, and bonus accruals 11,735 13,973 Warranty reserve 8,316 8,776 Customer rebate program 6,396 6,722 Sales return allowance 2,058 5,267 Incurred but not reported self-insurance 1,750 1,610 Taxes 1,078 568 Interest payable — 931 Other accrued liabilities 3,993 1,523 Total accrued liabilities $ 58,513 $ 62,631 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended |
Mar. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net Goodwill as of March 29, 2024 and December 29, 2023, was $592,186 and $592,389, respectively. Changes in goodwill reflect the impact of foreign currency translation. As of March 29, 2024 and December 29, 2023, other intangible assets, net, consisted of the following: March 29, 2024 Estimated Gross Carrying Amount (a) Accumulated Net Carrying Customer relationships 5 – 25 years $ 520,826 $ (156,287) $ 364,539 Technology 4 – 15 years 98,478 (75,223) 23,255 Trade names – definite 2 – 10 years 59,963 (31,628) 28,335 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 755,831 $ (263,138) $ 492,693 December 29, 2023 Estimated Gross Carrying Amount (a) Accumulated Net Carrying Customer relationships 5 – 25 years $ 521,099 $ (149,772) $ 371,327 Technology 4 – 15 years 98,478 (71,056) 27,422 Trade names – definite 2 – 10 years 59,995 (30,231) 29,764 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 756,136 $ (251,059) $ 505,077 (a) Amounts also include any net changes in intangible asset balances for the periods presented that resulted from foreign currency translation. Total amortization expense for intangible assets for the three months ended March 29, 2024 and March 31, 2023 was $12,145 and $12,437, respectively. The weighted-average useful life remaining for amortizing definite lived intangible assets was approximately 13.9 years as of March 29, 2024. As of March 29, 2024, the estimated amortization expense for intangible assets for the next five fiscal years and thereafter are as follows: Remainder of 2024 $ 30,937 2025 35,588 2026 35,233 2027 34,417 2028 33,871 2029 and thereafter 246,083 Total $ 416,129 |
Debt Agreements
Debt Agreements | 3 Months Ended |
Mar. 29, 2024 | |
Debt Disclosure [Abstract] | |
Debt Agreements | Debt Agreements On December 8, 2021, the Company entered into and became a party to a credit agreement by and between the Company, various financial institutions and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”) (as amended from time to time, the “Credit Agreement”) consisting of $465,000 in aggregate principal amount of senior secured term loans maturing seven years from the effective date (the “Term Loan”) and a $100,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) maturing five years from the effective date (the “Revolving Credit Facility”). Additionally, on October 2, 2022, the Company became a party to an incremental agreement (the “Incremental Agreement”) with the lenders party thereto and the Administrative Agent to provide incremental term loans (the “Incremental Term Loan”) in an aggregate principal amount of $55,000. The Incremental Term Loan matures three years from the effective date. The Incremental Agreement amended the Credit Agreement (the Credit Agreement, as amended by the Incremental Agreement, the “Amended Credit Agreement”). On October 26, 2022, the Company entered into an interest rate cap agreement on the floating rate component of interest (LIBOR, subsequently transitioned to SOFR) for the Term Loan, with Bank of America as the counterparty. The interest rate cap became effective December 31, 2022. The Company will pay a premium of $6,573 at the maturity date of December 31, 2025. As of March 29, 2024, the notional amount of the interest rate cap is $347,100 of the Term Loan and has a strike rate of 4.79%, which effectively caps SOFR on the notional amount at 4.79%. As of March 29, 2024, the three-month SOFR rate was 5.35%. On April 17, 2023, the Company entered into an Amendment to the Credit Agreement (the “Amendment to the Credit Agreement”), further amending the Credit Agreement dated as of December 8, 2021 (as amended by the Amended Credit Agreement dated as of October 2, 2022). The Amendment to the Credit Agreement replaces LIBOR with SOFR as the interest rate benchmark for certain loans as provided thereunder along with other conforming changes. Other than the foregoing, the parties to the Credit Agreement continue to have the same obligations set forth in the Credit Agreement prior to the effectiveness of the Amendment to the Credit Agreement. 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 (subsequently changed to the forward-looking term rate based on SOFR for rates initiated after the effective date of the Amendment to the Credit Agreement) 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 (subsequently changed to the forward-looking term rate based on SOFR for rates initiated after the effective date of the Amendment to the Credit Agreement) 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 the SOFR for an interest period of one month plus 1.00%; provided that such rate is not lower than a floor of 1.00% 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 is not lower than a floor of 0.50%. The interest rate for the Term Loan was 10.00% as of March 29, 2024 and 10.04% as of December 29, 2023. The interest rate for the Incremental Term Loan was 12.10% as of March 29, 2024 and 12.14% as of December 29, 2023. 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 (subsequently changed to the forward-looking term rate based on SOFR for rates initiated after the effective date of the Amendment to the Credit Agreement) for an interest period of one month, 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 (subsequently changed to the forward-looking term rate based on SOFR for rates initiated after the effective date of the Amendment to the Credit Agreement); provided such rate is not lower than a floor of zero, subsequently changed to 0.50% based on SOFR for rates initiated after the effective date of the Amendment to the Credit Agreement. There were no borrowings under the Revolving Credit Facility as of March 29, 2024 or December 29, 2023. The Term Loan amortizes in fixed equal quarterly installments in an amount equal to 1.00% 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 March 29, 2024 and December 29, 2023 was as follows: Instrument Maturity Date March 29, 2024 December 29, 2023 Credit Agreement Term Loan December 8, 2028 $ 455,700 $ 456,863 Incremental Term Loan October 2, 2025 $ 54,313 $ 54,450 Revolving Credit Facility December 8, 2026 $ — $ — Outstanding Letters of Credit December 8, 2026 $ 4,940 $ 4,940 The amount available under the Revolving Credit Facility was $95,060 and $95,060 as of March 29, 2024 and December 29, 2023, respectively. As of March 29, 2024, the future scheduled maturities of the above notes payable are as follows: Remainder of 2024 $ 2,600 2025 58,688 2026 4,650 2027 5,813 2028 438,262 Total future maturities of debt 510,013 Unamortized debt issuance costs (11,043) Total indebtedness 498,970 Less: Current maturities of long-term debt 3,900 Long-term debt $ 495,070 Unamortized costs related to the issuance of the Term Loan were $11,043 and $11,793 as of March 29, 2024 and December 29, 2023, respectively, and were 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 $818 and $895 as of March 29, 2024 and December 29, 2023, 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 March 29, 2024, the future amortization of debt issuance costs was as follows: Remainder of 2024 $ 2,569 2025 3,374 2026 2,123 2027 1,918 2028 1,877 Total $ 11,861 Debt Covenants and Default Provisions — There have been no changes to the debt covenants or default provisions related to the Company’s outstanding debt arrangements or other obligations during the current year. The Company was in compliance with all debt covenants as of March 29, 2024 and December 29, 2023. For additional information on the Company’s debt arrangements, debt covenants and default provisions, see Note 7 of the Notes to the Consolidated Financial Statements for the year ended December 29, 2023, in the Annual Report. 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. As of December 29, 2023, the Company did not incur a required additional payment. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 29, 2024 | |
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 condensed consolidated statements of operations were as follows: As of March 29, 2024 As of December 29, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Liabilities Term Loan $ 455,700 $ 454,561 $ 456,863 $ 444,299 Incremental Term Loan $ 54,313 $ 55,670 $ 54,450 $ 54,450 The fair value of long-term debt was established using current market rates for similar instruments traded in secondary markets representing Level 2 inputs. 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. 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 (subsequently transitioned to SOFR) component of interest. The interest rate cap became 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 agreement 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 $4,427 and $4,597 as of March 29, 2024 and December 29, 2023, respectively, and is recorded in other liabilities on the Company’s condensed consolidated balance sheets. The change in fair value was recognized as a component of other expense (income), net, in the condensed consolidated statements of operations and was $170 of income and $818 of expense for the three months ended March 29, 2024 and March 31, 2023, respectively. As there was an other-than-insignificant financing element present at inception of the interest rate cap agreement, proceeds from periodic settlements of the interest rate cap were reflected as a financing activity on the Company’s condensed consolidated statements of cash flows. 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 contingent value rights (“CVRs”). 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 condensed consolidated balance sheets and are classified as Level 3. Fair value at March 29, 2024 Valuation Technique Unobservable Input Volatility Contingent Value Rights $200 Monte Carlo Volatility 60% Changes in the CVRs for the three months ended March 29, 2024 and March 31, 2023 were as follows: March 29, March 31, CVR fair value – beginning of period $ 1,400 $ 1,700 Fair value adjustments (1,200) 600 CVR fair value – end of period $ 200 $ 2,300 There were no transfers into or out of Level 3 during the three months ended March 29, 2024 or March 31, 2023. |
Warranties
Warranties | 3 Months Ended |
Mar. 29, 2024 | |
Guarantees and Product Warranties [Abstract] | |
Warranties | Warranties Changes in the Company’s accrued warranty liability for the three months ended March 29, 2024 and March 31, 2023 were as follows: March 29, March 31, Accrued warranty – beginning of period $ 11,910 $ 15,039 Warranty claims (2,959) (2,945) Warranty provisions 1,993 1,944 Accrued warranty – end of period $ 10,944 $ 14,038 As of March 29, 2024, the Company has recorded accrued warranty liabilities of $8,316 in accrued liabilities and $2,628 in other liabilities in the accompanying condensed consolidated balance sheet. As of December 29, 2023, the Company has recorded accrued warranty liabilities of $8,776 in accrued liabilities and $3,134 in other liabi lities . |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 29, 2024 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement Plan 401(k) plan |
Equity Agreements and Incentive
Equity Agreements and Incentive Equity Plans | 3 Months Ended |
Mar. 29, 2024 | |
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. 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 contained both service conditions consistent with the B-1 Units and market-based vesting conditions that required the achievement of a specified return hurdle to the controlling shareholders in order to vest. 2021 Incentive Plan — On July 16, 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and initially reserved 10,500 shares for issuance. The number of shares available for issuance under the 2021 Plan is subject to adjustment for certain changes in the Company’s capitalization. In addition, the 2021 Plan contains an evergreen provision such that on the first day of each fiscal year, the number of shares available for issuance shall be increased by that number of shares, if any, equal to the lesser of (i) a number of shares such that the aggregate amount of shares available following the increase is equal to 4.0% of the fully diluted shares outstanding on the last day of the preceding fiscal year, or (ii) a lesser amount determined by the Company’s Compensation Committee. Pursuant to this provision, the Company increased the number of shares in the 2021 Plan by approximately 1,625 shares during the three months ended March 29, 2024. Equity Award Conversion — During the year ended December 31, 2021, and in connection with the Company’s initial public offering (“IPO”), all outstanding unvested Incentive Units were replaced with newly issued shares of the Company’s restricted common stock. Vested Incentive Units were exchanged into shares of the Company’s common stock using the same formula as unvested Incentive Units (together, the “Equity Award Conversion”). 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 restricted stock awards issued to replace B-2 Units vest based upon achievement of one or more hurdles, 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, resulting in a derived service period. All the outstanding restricted stock awards issued to replace B-2 Units were forfeited on February 4, 2024, for failure to meet certain performance hurdles required pursuant to their terms. For additional information on the Equity Award Conversion, see Note 11 of the Notes to the Consolidated Financial Statements for the fiscal year ended December 29, 2023, in the Annual Report. 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. All B-2 Units were forfeited on February 4, 2024, for failure to meet certain performance hurdles required pursuant to their terms. 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 29, 2023 103 $ 18.00 662 $ 18.00 Granted — — — — Vested 40 18.00 — — Forfeited 1 18.00 662 18.00 Outstanding at March 29, 2024 62 $ 18.00 — $ — Stock Options In connection with the IPO, the Company granted options to holders of B-1 Units (“Time-based Options”) and options to holders of B-2 Units (“Market-based Options”), as further discussed in Note 11 of the Notes to the Consolidated Financial Statements for the year ended December 29, 2023, in the Annual Report. All market-based options were forfeited on February 4, 2024, for failure to meet certain performance hurdles required pursuant to the terms. The summary of the Company’s option activity 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 29, 2023 3,755 $ 6.50 $ — 935 $ 5.66 $ — Granted — — — — — — Exercised — — — — — — Forfeited 54 6.79 — 935 5.66 — Outstanding at March 29, 2024 3,701 $ 6.50 $ — — $ — $ — Options exercisable at March 29, 2024 3,306 $ 6.39 $ — — $ — $ — (a) The intrinsic value represents the amount by which the fair value of the Company’s stock exceeds the option exercise price as of March 29, 2024 and December 29, 2023. Restricted Stock Units — The Company grants restricted stock units (“RSUs”) with time-based vesting requirements under the 2021 Plan. These RSUs typically have an initial annual cliff vest and then vest quarterly over the remaining service period, which is generally four years. The fair value of RSUs is based on the Company’s closing stock price on the date of grant. 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 29, 2023 2,491 $ 12.63 Granted 1,505 8.50 Vested 468 12.28 Forfeited 62 13.19 Outstanding at March 29, 2024 3,466 $ 10.87 As of March 29, 2024, there were 105 vested and unissued restricted stock units. Performance Stock Units — During the three months ended March 29, 2024 and March 31, 2023, the Company granted performance-based restricted stock units (“PSUs”) to certain employees under the 2021 Plan. The awards issued during the three months ended March 29, 2024 and March 31, 2023, contain three separate tranches, each for a separate one-year performance period and each with a performance target to be established concurrently with the annual budget process. Accordingly, each tranche is accounted for as a separate grant. The targets for the PSUs issued during the three months ended March 29, 2024 and March 31, 2023 include Company-specific annual earnings targets and internal performance measures. The summary of the Company’s PSU activity is as follows: Performance Stock Units Number of Weighted-Average Grant-Date Fair Value Outstanding at December 29, 2023 338 $ 14.35 Granted 568 8.50 Vested 280 13.13 Forfeited 3 11.59 Outstanding at March 29, 2024 623 $ 9.55 As of March 29, 2024, there were 71 vested and unissued performance stock units. Total equity-based compensation expense — Equity-based compensation expense is included within selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. For all equity-based compensation awards, the Company recognizes forfeitures as they occur. Compensation expense for the three months ended March 29, 2024 and March 31, 2023, and unrecognized stock compensation expense and weighted average remaining expense period as of March 29, 2024 consisted of: Compensation Expense As of March 29, 2024 Three Months Ended Three Months Ended March 31, 2023 Unrecognized Compensation Expense Weighted-Average Remaining Contractual Term (Years) 2021 Plan Restricted stock awards $ 447 $ 633 $ 1,298 0.88 Time-based options 838 1,022 2,381 1.02 Market-based options 212 629 — 0.00 Restricted stock units 3,047 3,543 35,338 3.02 Performance stock units 1,077 1,650 4,614 0.92 Other equity-based compensation 100 100 326 0.81 Total $ 5,721 $ 7,577 $ 43,957 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 reserved 750 shares for issuance. The number of shares available for issuance under the ESPP is subject to adjustment for certain changes in the Company’s capitalization. In addition, the ESPP contains an evergreen provision such that each January 1, starting in 2022 and ending in 2031, the number of shares available for issuance shall be increased by that number of shares equal to the lesser of (i) a number of shares such that the aggregate amount of shares available following the increase is equal to 1% of the fully diluted shares outstanding on December 31 of the preceding year, or (ii) a lesser amount determined by the Company’s Compensation Committee. Pursuant to this provision the Company increased the number of shares in the ESPP by approximately 346 shares during the three months ended March 29, 2024 and 186 shares during the three months ended March 31, 2023. 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, the Company’s expected dividend yield, and the 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. The Company did not have any shares purchased under the ESPP for the three months ended March 29, 2024. Stock-based compensation expense recognized related to the ESPP was $192 and $186 for the three months ended March 29, 2024 and March 31, 2023, and is included in selling, general, and administrative expenses in the accompanying condensed consolidated statements of operations. Eligible participants contributed $881 and $256 as of March 29, 2024 and December 29, 2023, respectively, which is included in accrued liabilities in the accompanying condensed consolidated balance sheets. Unrecognized compensation expense as of March 29, 2024 was $117. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for the Company was an expense of 92.58% on a pre-tax loss for the three months ended March 29, 2024, as compared to a benefit of 17.10% on a pre-tax loss for the three months ended March 31, 2023. The change in the effective tax rate for the three months ended March 29, 2024, and the difference from the U.S. federal statutory rate of 21%, was primarily the result of an increase in the valuation allowance and FIN 48 reserve offset by research & development (“R&D”) credits. Income tax expense was $11,025 during the three months ended March 29, 2024, compared to a benefit of $3,000 during the three months ended March 31, 2023. |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended |
Mar. 29, 2024 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | Tax Receivable Agreement On July 29, 2021, the Company executed a Tax Receivable Agreement (“TRA”) with certain pre-IPO owners (“TRA Participants”). The TRA 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 condensed 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 condensed consolidated statements of operations as a component of other expense (income), net. The Company will retain the benefit of the remaining 15% of these cash tax savings. As of March 29, 2024, the Company recognized a total liability of $80,562, of which $12,827 and $67,735 are recorded within the current and noncurrent tax receivable agreement liability financial statement line items, respectively. As of December 29, 2023, the Company recognized a total liability of $102,036, of which $21,107 and $80,929 was recorded within the current and noncurrent tax receivable agreement liability financial statement line items, respectively. For the three months ended March 29, 2024 and March 31, 2023, the Company recognized measurement adjustments of $(367) and $144, respectively, which were recognized in other expense (income), net, on the condensed consolidated statements of operations. During the three months ended March 29, 2024 and March 31, 2023, the Company made payments to TRA participants of $22,089 and $10,468 respectively, which included interest of $982 and $277. With respect to certain pre-IPO owners that are not TRA Participants, the Company has recorded amounts held in escrow for these participants in prepaid expense of $24 and $124 as of March 29, 2024 and December 29, 2023, respectively. During the three months ended March 29, 2024, $1,787 of the amount held in escrow was forfeited by pre-IPO owners due to the failure to meet certain required performance hurdles and distributed to certain shareholders, resulting in the reversal of previously recognized compensation expense. The amount distributed to certain shareholders represents a non-cash financing distribution for the three months ended March 29, 2024. For the three months ended March 29, 2024 and March 31, 2023, the Company recorded $(1,687) and $279 within selling, general, and administrative expenses in the accompanying condensed consolidated statement of operations. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 29, 2024 | |
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 March 29, 2024 and December 29, 2023, 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 condensed consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 29, 2024 | |
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 asset operating lease financial statement line item and the current and noncurrent operating lease liability financial statement line items on the Company’s condensed 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. Right-of-Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s 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: Three Months Ended March 29, March 31, Operating lease cost (a) $ 3,771 $ 4,226 Variable lease cost 1,366 1,371 Short-term lease cost 43 72 Total lease cost $ 5,180 $ 5,669 (a) Included in cost of sales, exclusive of depreciation and amortization, and selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations. Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows: Three Months Ended March 29, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities $ 3,922 $ 3,683 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 457 $ 985 Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: March 29, 2024 Weighted-average remaining lease term 6.02 years Weighted-average discount rate 7.99 % As of March 29, 2024, future lease payments under non-cancelable lease commitments for the next five fiscal years and thereafter were as follows: Remainder of 2024 $ 11,986 2025 14,842 2026 12,653 2027 10,677 2028 8,396 Thereafter 20,603 Total lease payments 79,157 Less: Imputed interest 17,931 Less: Lease incentive receivable 33 Present value of lease liabilities $ 61,193 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 29, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Holders of voting common stock are entitled to one vote per share and to receive dividends. There was no noncontrolling interest outstanding as of March 29, 2024 or December 29, 2023. There were no cash contributions by minority partners for the three months ended March 29, 2024 or March 31, 2023. Share Repurchase Program — On May 12, 2022, the 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 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 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. The repurchase program was set to expire at the end of 2023, but on November 6, 2023, the Company’s Board of Directors extended the expiration of the repurchase program until the end of 2024. Share repurchase activity consists of the following: Three Months Ended March 29, March 31, Number of shares repurchased — 27 Total cost $ — $ 238 Average per share cost including commissions $ — $ 8.81 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, is recorded as a decrease to additional paid-in capital. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 29, 2024 | |
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. The Company was in a loss position during the three months ended March 29, 2024 and March 31, 2023. The following table presents the calculations of basic and diluted loss per share for the three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Net loss attributable to Company $ (22,933) $ (14,548) Weighted-average shares outstanding - basic and diluted 76,360 75,291 Loss per share - basic and diluted $ (0.30) $ (0.19) The Company’s restricted stock awards, stock options, restricted stock units and performance 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 loss per share attributable to common stockholders: Three Months Ended March 29, March 31, Restricted stock awards 337 979 Time-based options 3,731 4,150 Market-based options 370 1,126 Restricted stock units 2,935 2,042 Performance stock units 536 321 Other equity-based compensation 28 69 Total 7,937 8,687 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 29, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The Company’s controlling shareholder, Hellman & Friedman, LLC (“H&F”), has an ownership interest in a human capital management, payroll, HR service and workforce management vendor used by the Company. For the three months ended March 29, 2024 and March 31, 2023, the Company incurred $107 and $56 of expenses, respectively, related to this vendor. These expenses are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Amounts owed by the Company in connection with the expenses described above were not material as of March 29, 2024 and March 31, 2023, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 29, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 14, 2024, the Company and Resideo Technologies, Inc. (“Resideo”) executed an Agreement and Plan of Merger (the “Merger Agreement”), the form of which was filed by the Company with the SEC in a Current Report on Form 8-K on April 18, 2024. Pursuant to the Merger Agreement, Resideo agreed to acquire Snap One in an all-cash transaction for $10.75 per share. The transaction is expected to be completed in the second half of 2024, and is subject to customary closing conditions, including receipt of applicable antitrust and other regulatory approvals. Also pursuant to the Merger Agreement, the Company together with the other parties to the TRA have agreed to waive any unpaid payments due and owing as of the date of the Merger Agreement and terminate the TRA. Certain of the Company’s executive officers received cash retention bonuses which totaled $6,799, pursuant to a form of Retention Bonus Agreement that was also disclosed on the Current Report on 8-K filed by the Company with the SEC on April 18, 2024. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 29, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. The condensed 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 condensed consolidated financial statements. The condensed consolidated balance sheet as of December 29, 2023, has been derived from the audited consolidated financial statements of the Company. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the fiscal year ended December 29, 2023, appearing in the Company’s Annual Report on Form 10-K for the annual period ended December 29, 2023, filed with the Securities and Exchange Commission on March 8, 2024. There have been no changes to the Company’s critical accounting estimates and policies or application since the date of the Annual Report except as discussed below. |
Fiscal Period | The Company’s fiscal year is the 52- or 53-week period that ends on the last Friday of December. Fiscal years 2024 and 2023 were 52-week periods. The three months ended March 29, 2024 and March 31, 2023 were 13-week periods. |
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 condensed consolidated financial statements and accompanying notes. Accordingly, the actual amounts could differ from those estimates. If actual amounts differ from estimates, revisions are included in the condensed consolidated statements of operations in the period the actual amounts become known. |
Recently Accounting Pronouncements Pending Adoption And Adopted Accounting Pronouncements | Recent Accounting Pronouncements Pending Adoption - In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is considered an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of ASU 2023-07 and expects that any impact would be limited to additional disclosures in the notes to the unaudited condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of ASU 2023-09 and expects that any impact would be limited to additional disclosures in the notes to the unaudited condensed consolidated financial statements. Recently Adopted Accounting Pronouncements — In March 2020, the FASB issued 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. 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 cessation of the London InterBank Offered Rate (“LIBOR”) is limited to (i) the interest expense and certain fees it incurs on balances outstanding under its credit facilities, which the Company amended on April 17, 2023 to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”) (see Note 6 for further discussion), (ii) certain interest rates that may become applicable pursuant to the Company’s Tax Receivable Agreement (“TRA”) which may be amended by the Company and the TRA Party Representative if such interest rates become applicable and (iii) the Company’s interest rate cap agreement, which was amended on June 30, 2023 to replace LIBOR with SOFR as the interest rate benchmark for the Term Loan. The Company utilized the practical expedients set forth in Topic 848 and has continued to account for its interest rate cap at fair value and has not applied modification accounting to its debt instruments. The Company fully adopted the standard as of June 30, 2023 and the adoption did not have a material impact on our condensed consolidated financial statements. |
Revenue and Geographic Inform_2
Revenue and Geographic Information (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Changes in Deferred Revenue | The following table represents the changes in deferred revenue for the three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Deferred revenue – beginning of period $ 34,921 $ 35,051 Amounts billed, but not recognized 8,970 8,548 Recognition of revenue (9,351) (8,728) Deferred revenue – end of period $ 34,540 $ 34,871 |
Disaggregation of Revenue | The following table sets forth revenue by geography between the United States and all geographies outside of the United States for the three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, 2023 (d) Domestic integrators (a) $ 211,342 $ 214,543 Domestic other (b) 5,403 4,176 International (c) 29,333 33,321 Total $ 246,078 $ 252,040 (a) “Domestic integrators” is defined as professional “do-it-for-me” integrators who transact with Snap One through a traditional integrator channel in the United States. (b) “Domestic other” is defined as 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. (d) Certain amounts, including ANLA, LLC (“Access Networks”) net sales, have been reclassified to conform to the current period presentation. The following table sets forth revenue by product type between proprietary products and third-party products for the three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Proprietary products (a) $ 163,621 $ 171,375 Third-party products (b) 82,457 80,665 Total $ 246,078 $ 252,040 (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 three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Products transferred at a point in time $ 236,727 $ 243,312 Services transferred over time 9,351 8,728 Total $ 246,078 $ 252,040 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | As of March 29, 2024 and December 29, 2023, the Company’s accounts receivable, net consisted of the following: March 29, December 29, Accounts receivable $ 47,509 $ 48,138 Allowance for credit losses (2,169) (2,259) Accounts receivable, net $ 45,340 $ 45,879 |
Schedule of Inventory | As of March 29, 2024 and December 29, 2023, the Company’s inventory consisted of the following: March 29, December 29, Finished goods $ 252,059 $ 270,153 Raw materials 12,666 13,846 Work in process 36 276 Reserve for obsolete and slow-moving inventory (15,520) (15,482) Total inventories $ 249,241 $ 268,793 |
Schedule of Accrued Liabilities | Accrued liabilities as of March 29, 2024 and December 29, 2023, consisted of the following: March 29, December 29, Deferred revenue $ 23,187 $ 23,261 Payroll, vacation, and bonus accruals 11,735 13,973 Warranty reserve 8,316 8,776 Customer rebate program 6,396 6,722 Sales return allowance 2,058 5,267 Incurred but not reported self-insurance 1,750 1,610 Taxes 1,078 568 Interest payable — 931 Other accrued liabilities 3,993 1,523 Total accrued liabilities $ 58,513 $ 62,631 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | As of March 29, 2024 and December 29, 2023, other intangible assets, net, consisted of the following: March 29, 2024 Estimated Gross Carrying Amount (a) Accumulated Net Carrying Customer relationships 5 – 25 years $ 520,826 $ (156,287) $ 364,539 Technology 4 – 15 years 98,478 (75,223) 23,255 Trade names – definite 2 – 10 years 59,963 (31,628) 28,335 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 755,831 $ (263,138) $ 492,693 December 29, 2023 Estimated Gross Carrying Amount (a) Accumulated Net Carrying Customer relationships 5 – 25 years $ 521,099 $ (149,772) $ 371,327 Technology 4 – 15 years 98,478 (71,056) 27,422 Trade names – definite 2 – 10 years 59,995 (30,231) 29,764 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 756,136 $ (251,059) $ 505,077 (a) Amounts also include any net changes in intangible asset balances for the periods presented that resulted from foreign currency translation. |
Schedule of Indefinite-Lived Intangible Assets | As of March 29, 2024 and December 29, 2023, other intangible assets, net, consisted of the following: March 29, 2024 Estimated Gross Carrying Amount (a) Accumulated Net Carrying Customer relationships 5 – 25 years $ 520,826 $ (156,287) $ 364,539 Technology 4 – 15 years 98,478 (75,223) 23,255 Trade names – definite 2 – 10 years 59,963 (31,628) 28,335 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 755,831 $ (263,138) $ 492,693 December 29, 2023 Estimated Gross Carrying Amount (a) Accumulated Net Carrying Customer relationships 5 – 25 years $ 521,099 $ (149,772) $ 371,327 Technology 4 – 15 years 98,478 (71,056) 27,422 Trade names – definite 2 – 10 years 59,995 (30,231) 29,764 Trade names – indefinite indefinite 76,564 — 76,564 Total intangible assets $ 756,136 $ (251,059) $ 505,077 (a) Amounts also include any net changes in intangible asset balances for the periods presented that resulted from foreign currency translation. |
Schedule of Finite-Lived Intangible Assets, Estimated Amortization Expense | As of March 29, 2024, the estimated amortization expense for intangible assets for the next five fiscal years and thereafter are as follows: Remainder of 2024 $ 30,937 2025 35,588 2026 35,233 2027 34,417 2028 33,871 2029 and thereafter 246,083 Total $ 416,129 |
Debt Agreements (Tables)
Debt Agreements (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s outstanding debt as of March 29, 2024 and December 29, 2023 was as follows: Instrument Maturity Date March 29, 2024 December 29, 2023 Credit Agreement Term Loan December 8, 2028 $ 455,700 $ 456,863 Incremental Term Loan October 2, 2025 $ 54,313 $ 54,450 Revolving Credit Facility December 8, 2026 $ — $ — Outstanding Letters of Credit December 8, 2026 $ 4,940 $ 4,940 |
Schedule of Maturities of Long-term Debt | As of March 29, 2024, the future scheduled maturities of the above notes payable are as follows: Remainder of 2024 $ 2,600 2025 58,688 2026 4,650 2027 5,813 2028 438,262 Total future maturities of debt 510,013 Unamortized debt issuance costs (11,043) Total indebtedness 498,970 Less: Current maturities of long-term debt 3,900 Long-term debt $ 495,070 |
Schedule of Future Amortization of Debt Issuance Cost | As of March 29, 2024, the future amortization of debt issuance costs was as follows: Remainder of 2024 $ 2,569 2025 3,374 2026 2,123 2027 1,918 2028 1,877 Total $ 11,861 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
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 condensed consolidated statements of operations were as follows: As of March 29, 2024 As of December 29, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Liabilities Term Loan $ 455,700 $ 454,561 $ 456,863 $ 444,299 Incremental Term Loan $ 54,313 $ 55,670 $ 54,450 $ 54,450 |
Level 3 Measurement Valuation | Fair value at March 29, 2024 Valuation Technique Unobservable Input Volatility Contingent Value Rights $200 Monte Carlo Volatility 60% |
CRV Reconciliation | Changes in the CVRs for the three months ended March 29, 2024 and March 31, 2023 were as follows: March 29, March 31, CVR fair value – beginning of period $ 1,400 $ 1,700 Fair value adjustments (1,200) 600 CVR fair value – end of period $ 200 $ 2,300 |
Warranties (Tables)
Warranties (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | Changes in the Company’s accrued warranty liability for the three months ended March 29, 2024 and March 31, 2023 were as follows: March 29, March 31, Accrued warranty – beginning of period $ 11,910 $ 15,039 Warranty claims (2,959) (2,945) Warranty provisions 1,993 1,944 Accrued warranty – end of period $ 10,944 $ 14,038 |
Equity Agreements and Incenti_2
Equity Agreements and Incentive Equity Plans (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
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 29, 2023 103 $ 18.00 662 $ 18.00 Granted — — — — Vested 40 18.00 — — Forfeited 1 18.00 662 18.00 Outstanding at March 29, 2024 62 $ 18.00 — $ — |
Summary of Option Activity | The summary of the Company’s option activity 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 29, 2023 3,755 $ 6.50 $ — 935 $ 5.66 $ — Granted — — — — — — Exercised — — — — — — Forfeited 54 6.79 — 935 5.66 — Outstanding at March 29, 2024 3,701 $ 6.50 $ — — $ — $ — Options exercisable at March 29, 2024 3,306 $ 6.39 $ — — $ — $ — (a) The intrinsic value represents the amount by which the fair value of the Company’s stock exceeds the option exercise price as of March 29, 2024 and December 29, 2023. |
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 29, 2023 2,491 $ 12.63 Granted 1,505 8.50 Vested 468 12.28 Forfeited 62 13.19 Outstanding at March 29, 2024 3,466 $ 10.87 |
Summary of PSU Activity | The summary of the Company’s PSU activity is as follows: Performance Stock Units Number of Weighted-Average Grant-Date Fair Value Outstanding at December 29, 2023 338 $ 14.35 Granted 568 8.50 Vested 280 13.13 Forfeited 3 11.59 Outstanding at March 29, 2024 623 $ 9.55 |
Summary of Stock Compensation Expense | Compensation expense for the three months ended March 29, 2024 and March 31, 2023, and unrecognized stock compensation expense and weighted average remaining expense period as of March 29, 2024 consisted of: Compensation Expense As of March 29, 2024 Three Months Ended Three Months Ended March 31, 2023 Unrecognized Compensation Expense Weighted-Average Remaining Contractual Term (Years) 2021 Plan Restricted stock awards $ 447 $ 633 $ 1,298 0.88 Time-based options 838 1,022 2,381 1.02 Market-based options 212 629 — 0.00 Restricted stock units 3,047 3,543 35,338 3.02 Performance stock units 1,077 1,650 4,614 0.92 Other equity-based compensation 100 100 326 0.81 Total $ 5,721 $ 7,577 $ 43,957 1.89 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | The components of the Company’s lease costs are: Three Months Ended March 29, March 31, Operating lease cost (a) $ 3,771 $ 4,226 Variable lease cost 1,366 1,371 Short-term lease cost 43 72 Total lease cost $ 5,180 $ 5,669 (a) Included in cost of sales, exclusive of depreciation and amortization, and selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations. Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows: Three Months Ended March 29, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities $ 3,922 $ 3,683 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 457 $ 985 Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: March 29, 2024 Weighted-average remaining lease term 6.02 years Weighted-average discount rate 7.99 % |
Schedule of Future Minimum Lease Payments | As of March 29, 2024, future lease payments under non-cancelable lease commitments for the next five fiscal years and thereafter were as follows: Remainder of 2024 $ 11,986 2025 14,842 2026 12,653 2027 10,677 2028 8,396 Thereafter 20,603 Total lease payments 79,157 Less: Imputed interest 17,931 Less: Lease incentive receivable 33 Present value of lease liabilities $ 61,193 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Equity [Abstract] | |
Share Repurchase Activity | Share repurchase activity consists of the following: Three Months Ended March 29, March 31, Number of shares repurchased — 27 Total cost $ — $ 238 Average per share cost including commissions $ — $ 8.81 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | The following table presents the calculations of basic and diluted loss per share for the three months ended March 29, 2024 and March 31, 2023: Three Months Ended March 29, March 31, Net loss attributable to Company $ (22,933) $ (14,548) Weighted-average shares outstanding - basic and diluted 76,360 75,291 Loss per share - basic and diluted $ (0.30) $ (0.19) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders: Three Months Ended March 29, March 31, Restricted stock awards 337 979 Time-based options 3,731 4,150 Market-based options 370 1,126 Restricted stock units 2,935 2,042 Performance stock units 536 321 Other equity-based compensation 28 69 Total 7,937 8,687 |
Revenue and Geographic Inform_3
Revenue and Geographic Information - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Change In Contract With Customer Liability [Roll Forward] | ||
Deferred revenue – beginning of period | $ 34,921 | $ 35,051 |
Amounts billed, but not recognized | 8,970 | 8,548 |
Recognition of revenue | (9,351) | (8,728) |
Deferred revenue – end of period | $ 34,540 | $ 34,871 |
Revenue and Geographic Inform_4
Revenue and Geographic Information - Narrative (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 23,187 | $ 23,261 |
Noncurrent deferred revenue | $ 11,353 | $ 11,660 |
Revenue and Geographic Inform_5
Revenue and Geographic Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 246,078 | $ 252,040 |
Products transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 236,727 | 243,312 |
Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,351 | 8,728 |
Proprietary Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 163,621 | 171,375 |
Third Party Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 82,457 | 80,665 |
Domestic Integrators | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 211,342 | 214,543 |
Domestic Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,403 | 4,176 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 29,333 | $ 33,321 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 47,509 | $ 48,138 |
Allowance for credit losses | (2,169) | (2,259) |
Accounts receivable, net | $ 45,340 | $ 45,879 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 252,059 | $ 270,153 |
Raw materials | 12,666 | 13,846 |
Work in process | 36 | 276 |
Reserve for obsolete and slow-moving inventory | (15,520) | (15,482) |
Total inventories | $ 249,241 | $ 268,793 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenue | $ 23,187 | $ 23,261 |
Payroll, vacation, and bonus accruals | 11,735 | 13,973 |
Warranty reserve | 8,316 | 8,776 |
Customer rebate program | 6,396 | 6,722 |
Sales return allowance | 2,058 | 5,267 |
Incurred but not reported self-insurance | 1,750 | 1,610 |
Taxes | 1,078 | 568 |
Interest payable | 0 | 931 |
Other accrued liabilities | 3,993 | 1,523 |
Total accrued liabilities | $ 58,513 | $ 62,631 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 29, 2024 | Mar. 29, 2024 | Mar. 31, 2023 | Dec. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 592,186 | $ 592,186 | $ 592,389 | |
Amortization of intangible assets | $ 12,145 | $ 12,437 | ||
Weighted average useful life | 13 years 10 months 24 days |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (263,138) | $ (251,059) |
Total | 416,129 | |
Intangible assets, gross | 755,831 | 756,136 |
Other intangible assets, net | 492,693 | 505,077 |
Trade name | ||
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 | 520,826 | 521,099 |
Accumulated Amortization | (156,287) | (149,772) |
Total | $ 364,539 | $ 371,327 |
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 | $ 98,478 |
Accumulated Amortization | (75,223) | (71,056) |
Total | $ 23,255 | $ 27,422 |
Technology | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years | 4 years |
Technology | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years | 15 years |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 59,963 | $ 59,995 |
Accumulated Amortization | (31,628) | (30,231) |
Total | $ 28,335 | $ 29,764 |
Trade name | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years | 2 years |
Trade name | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Estimated Amortization Expense (Details) $ in Thousands | Mar. 29, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 30,937 |
2025 | 35,588 |
2026 | 35,233 |
2027 | 34,417 |
2028 | 33,871 |
2029 and thereafter | 246,083 |
Total | $ 416,129 |
Debt Agreements - Narrative (De
Debt Agreements - Narrative (Details) - USD ($) | Oct. 26, 2022 | Oct. 02, 2022 | Dec. 08, 2021 | Mar. 29, 2024 | Dec. 29, 2023 |
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 11,861,000 | ||||
Bank of America | Interest Rate Cap | |||||
Debt Instrument [Line Items] | |||||
Derivative, cost of hedge | $ 6,573,000 | ||||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 498,970,000 | ||||
Debt issuance costs | 11,043,000 | ||||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 0 | $ 0 | |||
Available borrowing capacity | 95,060,000 | 95,060,000 | |||
Debt issuance costs | 818,000 | 895,000 | |||
Line of Credit | Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Line of Credit | Revolving Credit Facility | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Floor rate | 1% | ||||
Line of Credit | Revolving Credit Facility | Eurodollar | Minimum | |||||
Debt Instrument [Line Items] | |||||
Floor rate | 0% | ||||
Credit Agreement | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 465,000,000 | ||||
Debt instrument, term | 7 years | ||||
Quarterly amortization installment, percentage of aggregate principal amount | 1% | ||||
Credit Agreement | Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Incremental Agreement | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 55,000,000 | ||||
Debt instrument, term | 3 years | ||||
Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 455,700,000 | 456,863,000 | |||
Debt issuance costs | $ 11,043,000 | $ 11,793,000 | |||
Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 10% | 10.04% | |||
Term Loan | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Term Loan | Secured Debt | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Floor rate | 1.50% | ||||
Term Loan | Secured Debt | Eurodollar | Minimum | |||||
Debt Instrument [Line Items] | |||||
Floor rate | 0.50% | ||||
Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Derivative, variable interest rate | 5.35% | ||||
Term Loan | Secured Debt | Bank of America | Interest Rate Cap | |||||
Debt Instrument [Line Items] | |||||
Derivative, notional amount | $ 347,100,000 | ||||
Derivative, cap interest rate | 4.79% | ||||
Incremental Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 54,313,000 | $ 54,450,000 | |||
Incremental Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 12.10% | 12.14% | |||
Incremental Term Loan | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Incremental Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Incremental Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) | Minimum | |||||
Debt Instrument [Line Items] | |||||
Floor rate one | 1% | ||||
Floor rate two | 0.50% |
Debt Agreements - Schedule of D
Debt Agreements - Schedule of Debt (Details) - USD ($) | Mar. 29, 2024 | Dec. 29, 2023 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 498,970,000 | |
Secured Debt | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 455,700,000 | $ 456,863,000 |
Secured Debt | Incremental Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 54,313,000 | 54,450,000 |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 0 |
Outstanding Letters of Credit | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,940,000 | $ 4,940,000 |
Debt Agreements - Schedule of M
Debt Agreements - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (11,861) | |
Current maturities of long-term debt | 3,900 | $ 3,900 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Remainder of 2024 | 2,600 | |
2025 | 58,688 | |
2026 | 4,650 | |
2027 | 5,813 | |
2028 | 438,262 | |
Total future maturities of debt | 510,013 | |
Unamortized debt issuance costs | (11,043) | |
Total indebtedness | 498,970 | |
Current maturities of long-term debt | 3,900 | |
Long-term debt | $ 495,070 |
Debt Agreements - Schedule of F
Debt Agreements - Schedule of Future Amortization of Debt Issuance Cost (Details) $ in Thousands | Mar. 29, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2024 | $ 2,569 |
2025 | 3,374 |
2026 | 2,123 |
2027 | 1,918 |
2028 | 1,877 |
Total | $ 11,861 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Carrying Amount | Term Loan | ||
Liabilities | ||
Debt instrument | $ 455,700 | $ 456,863 |
Carrying Amount | Incremental Term Loan | ||
Liabilities | ||
Debt instrument | 54,313 | 54,450 |
Fair Value | Term Loan | ||
Liabilities | ||
Debt instrument | 454,561 | 444,299 |
Fair Value | Incremental Term Loan | ||
Liabilities | ||
Debt instrument | $ 55,670 | $ 54,450 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - Interest Rate Cap - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 29, 2024 | Mar. 31, 2023 | Dec. 29, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative, fair value | $ 4,427 | $ 4,597 | |
Gain on derivative instruments | 170 | $ 170 | |
Loss on derivative instruments | $ 818 | $ 818 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 Measurement Valuation (Details) - Fair Value, Recurring - Valuation Technique, Option Pricing Model - Fair Value, Inputs, Level 3 $ in Thousands | Mar. 29, 2024 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Value Rights | $ 200 |
Measurement Input, Price Volatility | |
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 | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
CVR fair value – beginning of period | $ 1,400 | $ 1,700 |
Fair value adjustments | (1,200) | 600 |
CVR fair value – end of period | $ 200 | $ 2,300 |
Warranties - Schedule of Produc
Warranties - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Accrued warranty – beginning of period | $ 11,910 | $ 15,039 |
Warranty claims | (2,959) | (2,945) |
Warranty provisions | 1,993 | 1,944 |
Accrued warranty – end of period | $ 10,944 | $ 14,038 |
Warranties - Narrative (Details
Warranties - Narrative (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Guarantees and Product Warranties [Abstract] | ||
Warranty reserve | $ 8,316 | $ 8,776 |
Warranty accrual, noncurrent | $ 2,628 | $ 3,134 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
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 | $ 1,458 | $ 1,335 |
Equity Agreements and Incenti_3
Equity Agreements and Incentive Equity Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Mar. 29, 2024 | Mar. 31, 2023 | Dec. 29, 2023 | Jul. 16, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 0 | ||||
Share-based compensation expense | $ 5,721 | $ 7,577 | |||
Contributions to employee stock purchase plan | 192 | $ 186 | |||
Unrecognized compensation expense | $ 43,957 | ||||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserves for issuance (in shares) | 10,500 | ||||
Aggregate amount of shares available , percentage | 4% | ||||
Number of additional shares authorized (in shares) | 1,625 | ||||
B-1 Incentive Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Granted (in dollars per share) | $ 0 | ||||
Restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in dollars per share) | $ 18 | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Granted (in dollars per share) | $ 8.50 | ||||
Vested and unissued performance share units (in shares) | 105,000 | ||||
Performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in dollars per share) | $ 8.50 | ||||
Vested and unissued performance share units (in shares) | 71,000 | ||||
Performance stock units | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | 1 year | |||
Performance stock units | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | 1 year | |||
Performance stock units | Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | 1 year | |||
Employee Stock | 2022 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserves for issuance (in shares) | 750,000 | ||||
Aggregate amount of shares available , percentage | 1% | ||||
Number of additional shares authorized (in shares) | 346,000 | 186,000 | |||
Purchase price of common stock, percent | 85% | ||||
Employee stock purchase plans, offering period | 6 months | ||||
Share-based compensation expense | $ 192 | $ 186 | |||
Contributions to employee stock purchase plan | 881 | $ 256 | |||
Unrecognized compensation expense | $ 117 |
Equity Agreements and Incenti_4
Equity Agreements and Incentive Equity Plans - Summary of Restricted Stock Awards, RSUs, and PSUs (Details) shares in Thousands | 3 Months Ended |
Mar. 29, 2024 $ / shares shares | |
B-1 Incentive Units | |
Number of Units | |
Outstanding balance at beginning of period (in shares) | shares | 103 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 40 |
Forfeited (in shares) | shares | 1 |
Outstanding balance at end of period (in shares) | shares | 62 |
Weighted- Average Grant-Date Fair Value | |
Outstanding balance at beginning of period (in dollars per share) | $ / shares | $ 18 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 18 |
Forfeited (in dollars per share) | $ / shares | 18 |
Outstanding balance at end of period (in dollars per share) | $ / shares | $ 18 |
B-2 Incentive Units | |
Number of Units | |
Outstanding balance at beginning of period (in shares) | shares | 662 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 662 |
Outstanding balance at end of period (in shares) | shares | 0 |
Weighted- Average Grant-Date Fair Value | |
Outstanding balance at beginning of period (in dollars per share) | $ / shares | $ 18 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 18 |
Outstanding balance at end of period (in dollars per share) | $ / shares | $ 0 |
Restricted stock units | |
Number of Units | |
Outstanding balance at beginning of period (in shares) | shares | 2,491 |
Granted (in shares) | shares | 1,505 |
Vested (in shares) | shares | 468 |
Forfeited (in shares) | shares | 62 |
Outstanding balance at end of period (in shares) | shares | 3,466 |
Weighted- Average Grant-Date Fair Value | |
Outstanding balance at beginning of period (in dollars per share) | $ / shares | $ 12.63 |
Granted (in dollars per share) | $ / shares | 8.50 |
Vested (in dollars per share) | $ / shares | 12.28 |
Forfeited (in dollars per share) | $ / shares | 13.19 |
Outstanding balance at end of period (in dollars per share) | $ / shares | $ 10.87 |
Performance stock units | |
Number of Units | |
Outstanding balance at beginning of period (in shares) | shares | 338 |
Granted (in shares) | shares | 568 |
Vested (in shares) | shares | 280 |
Forfeited (in shares) | shares | 3 |
Outstanding balance at end of period (in shares) | shares | 623 |
Weighted- Average Grant-Date Fair Value | |
Outstanding balance at beginning of period (in dollars per share) | $ / shares | $ 14.35 |
Granted (in dollars per share) | $ / shares | 8.50 |
Vested (in dollars per share) | $ / shares | 13.13 |
Forfeited (in dollars per share) | $ / shares | 11.59 |
Outstanding balance at end of period (in dollars per share) | $ / shares | $ 9.55 |
Equity Agreements and Incenti_5
Equity Agreements and Incentive Equity Plans - Summary of Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 29, 2024 USD ($) $ / shares shares | |
Time-based options | |
Number of Units | |
Outstanding balance at beginning of period (in shares) | shares | 3,755 |
Granted (in shares) | shares | 0 |
Issuance of common stock pursuant to equity incentive plans (in shares) | shares | 0 |
Forfeited (in shares) | shares | 54 |
Outstanding balance at end of period (in shares) | shares | 3,701 |
Options exercisable at period end (in shares) | shares | 3,306 |
Weighted- Average Grant-Date Fair Value | |
Outstanding balance at beginning of period (in dollars per shares) | $ / shares | $ 6.50 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 6.79 |
Outstanding balance at end of period (in dollars per shares) | $ / shares | 6.50 |
Options exercisable at period end (in dollars per share) | $ / shares | $ 6.39 |
Aggregate Intrinsic Value | |
Outstanding balance at beginning of period | $ | $ 0 |
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 | 935 |
Granted (in shares) | shares | 0 |
Issuance of common stock pursuant to equity incentive plans (in shares) | shares | 0 |
Forfeited (in shares) | shares | 935 |
Outstanding balance at end of period (in shares) | shares | 0 |
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 | 0 |
Options exercisable at period end (in dollars per share) | $ / shares | $ 0 |
Aggregate Intrinsic Value | |
Outstanding balance at beginning of period | $ | $ 0 |
Granted | $ | 0 |
Exercised | $ | 0 |
Forfeited | $ | 0 |
Outstanding balance at end of period | $ | 0 |
Options exercisable at period end | $ | $ 0 |
Equity Agreements and Incenti_6
Equity Agreements and Incentive Equity Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Expense | $ 5,721 | $ 7,577 |
Unrecognized Compensation Expense | $ 43,957 | |
Weighted-Average Remaining Contractual Term (Years) | 1 year 10 months 20 days | |
2021 Plan | Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Expense | $ 447 | 633 |
Unrecognized Compensation Expense | $ 1,298 | |
Weighted-Average Remaining Contractual Term (Years) | 10 months 17 days | |
2021 Plan | Time-based options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Expense | $ 838 | 1,022 |
Unrecognized Compensation Expense | $ 2,381 | |
Weighted-Average Remaining Contractual Term (Years) | 1 year 7 days | |
2021 Plan | Market-based options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Expense | $ 212 | 629 |
Unrecognized Compensation Expense | $ 0 | |
Weighted-Average Remaining Contractual Term (Years) | 0 years | |
2021 Plan | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Expense | $ 3,047 | 3,543 |
Unrecognized Compensation Expense | $ 35,338 | |
Weighted-Average Remaining Contractual Term (Years) | 3 years 7 days | |
2021 Plan | Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Expense | $ 1,077 | 1,650 |
Unrecognized Compensation Expense | $ 4,614 | |
Weighted-Average Remaining Contractual Term (Years) | 11 months 1 day | |
Other equity-based compensation | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation Expense | $ 100 | $ 100 |
Unrecognized Compensation Expense | $ 326 | |
Weighted-Average Remaining Contractual Term (Years) | 9 months 21 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (92.58%) | (17.10%) |
Income tax expense (benefit) | $ 11,025 | $ (3,000) |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) $ in Thousands | 3 Months Ended | |||
Mar. 29, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 29, 2023 USD ($) | Jul. 29, 2021 | |
Tax Receivable Agreement [Abstract] | ||||
Tax receivable agreement, participant payment percentage | 0.85 | |||
Tax receivable agreement, company retention percentage | 0.15 | |||
Noncash tax receivable agreement liability | $ 80,562 | $ 102,036 | ||
Current tax receivable agreement liability | 12,827 | 21,107 | ||
Tax receivable agreement, liability, total | 67,735 | 80,929 | ||
Tax receivable agreement, liability, measurement adjustments | (367) | $ 144 | ||
Payments of tax receivable agreement, including accrued interest | 22,089 | 10,468 | ||
Payments of tax receivable agreement, accrued interest | 982 | 277 | ||
IPO payments held in escrow | 24 | $ 124 | ||
IPO payments held in escrow, forfeited | 1,787 | |||
Compensation expense | $ (1,687) | $ 279 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 29, 2024 USD ($) agreement | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 5 years |
Number of additional lease agreements | agreement | 1 |
Lease not yet commenced, liability | $ | $ 863 |
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) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,771 | $ 4,226 |
Variable lease cost | 1,366 | 1,371 |
Short-term lease cost | 43 | 72 |
Total lease cost | $ 5,180 | $ 5,669 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information and Non-cash Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 3,922 | $ 3,683 |
Non-cash activity: | ||
Right-of-use assets obtained in exchange for lease obligations | $ 457 | $ 985 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 29, 2024 |
Leases [Abstract] | |
Weighted-average remaining lease term | 6 years 7 days |
Weighted-average discount rate | 7.99% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 29, 2024 USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
Remainder of 2024 | $ 11,986 |
2024 | 14,842 |
2025 | 12,653 |
2026 | 10,677 |
2027 | 8,396 |
Thereafter | 20,603 |
Total lease payments | 79,157 |
Less: Imputed interest | 17,931 |
Less: Lease incentive receivable | 33 |
Present value of lease liabilities | $ 61,193 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | |||
Mar. 29, 2024 USD ($) vote | Mar. 31, 2023 USD ($) | Dec. 29, 2023 USD ($) | May 12, 2022 USD ($) | |
Equity [Abstract] | ||||
Number of votes per common share | vote | 1 | |||
Equity, Attributable to Noncontrolling Interest | $ 0 | $ 0 | ||
Contributions from minority partners | $ 0 | $ 0 | ||
Stock repurchase program, authorized amount | $ 25,000,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Number of shares repurchased | 0 | 27 |
Total cost | $ 0 | $ 238 |
Average per share cost including commissions | $ 0 | $ 8.81 |
Loss Per Share - Schedule of Lo
Loss Per Share - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Company | $ (22,933) | $ (14,548) |
Weighted-average shares outstanding - basic (in shares) | 76,360 | 75,291 |
Weighted-average shares outstanding - diluted (in shares) | 76,360 | 75,291 |
Loss per share - basic (in dollars per share) | $ (0.30) | $ (0.19) |
Loss per share - diluted (in dollars per share) | $ (0.30) | $ (0.19) |
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 | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of income (loss) per share (in shares) | 7,937 | 8,687 |
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) | 337 | 979 |
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) | 3,731 | 4,150 |
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) | 370 | 1,126 |
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) | 2,935 | 2,042 |
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) | 536 | 321 |
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) | 28 | 69 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Selling, general, and administrative expenses | $ 90,820 | $ 93,797 |
Employee, HR Service, And Workforce Management Vendor Usage | Related Party | ||
Related Party Transaction [Line Items] | ||
Selling, general, and administrative expenses | $ 107 | $ 56 |
Subsequent Events (Details)
Subsequent Events (Details) - Snap One - Subsequent Event - Resideo - Merger Agreement $ / shares in Units, $ in Thousands | Apr. 14, 2024 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Business acquisition, share price (in dollars per share) | $ / shares | $ 10.75 |
Cash retention bonuses received | $ | $ 6,799 |