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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2023
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 001-40683
SNAP ONE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1800 Continental Boulevard, Suite 200
Charlotte, North Carolina
(Address of principal executive offices)
82-1952221
(I.R.S. Employer Identification No.)

28273
(Zip Code)
(704) 927-7620
Registrants telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $.01 per shareSNPOThe Nasdaq Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒   No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer  
Smaller reporting company
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes        No  ☒

The registrant had outstanding 76,530,395 shares of common stock as of November 2, 2023.



Table of Contents

Page No.

2



Unless otherwise indicated, references to the “Company,” “Snap One,” “we,” “us,” and “our” in this report refer to Snap One Holdings Corp. and its consolidated subsidiaries. References to the “Former Parent Entity” means Crackle Holdings, L.P., the entity that, until the completion of our initial public offering, held all of our outstanding equity.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements made in this report that are not statements of historical fact, including statements about our beliefs and expectations, including without limitation statements regarding product plans, future growth, market opportunities, strategic initiatives, industry positioning, customer acquisition and retention, and revenue growth, are forward-looking statements, and should be evaluated as such. The following list is not intended to be an exhaustive list of all our forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including statements relating to individual components thereof, and descriptions of our business plan, strategies, environment and the impact of global conflict and other macroeconomic conditions. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “project,” “forecast,” “estimates,” “targets,” “projections,” “should,” “could,” “would,” “may,” “might,” “will,” and other similar expressions. These forward-looking statements are contained throughout this report.

We base these forward-looking statements on our current expectations, plans and assumptions, which we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at this time. As you read and consider this report, you should understand that these statements are not guarantees of performance or results. The forward-looking statements contained herein are subject to and involve risks, uncertainties and assumptions, and therefore you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual operational and financial results, and therefore actual results might differ materially from those expressed in the forward-looking statements and projections. Factors that might materially affect such forward-looking statements include:

Risks Related to Our Business, Industry and Market Conditions;
Risks Related to Our Products;
Risks Related to Our Manufacturing and Supply Chain;
Risks Related to Our Distribution Channels;
Risks Related to Laws and Regulations;
Risks Related to Cybersecurity and Privacy;
Risks Related to Intellectual Property;
Risks Related to Our International Operations;
Risks Related to Our Indebtedness;
Risks Related to Our Financial Statements;
Risks Related to Our Common Stock; and
the other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the annual period ended December 30, 2022 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2023) and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 10, 2023.
The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Before investing in our common stock, investors should be aware that the occurrence of the events described under the caption “Risk Factors” in our Annual Report and elsewhere in this report could have a material adverse effect on our business, results of operations and future financial performance.

3


You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report, to conform these statements to actual results or to changes in our expectations.
4


Part I - Financial Information
Item 1. Financial Statements
Snap One Holdings Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited, in thousands, except par value)
As of
September 29, 2023December 30, 2022
Assets
Current assets:
Cash and cash equivalents$40,030 $21,117 
Accounts receivable, net53,849 48,174 
Inventories275,469 314,588 
Prepaid expenses20,349 22,913 
Other current assets2,712 5,930 
Total current assets392,409 412,722 
Long-term assets:
Property and equipment, net45,725 34,958 
Goodwill592,214 592,186 
Other intangible assets, net517,146 554,419 
Operating lease right-of-use assets53,578 54,041 
Other assets8,163 4,195 
Total assets$1,609,235 $1,652,521 
Liabilities and stockholders’ equity
Current liabilities:
Current maturities of long-term debt$5,200 $5,063 
Accounts payable66,602 77,443 
Accrued liabilities66,274 64,605 
Current operating lease liability11,071 10,574 
Current tax receivable agreement liability21,107 10,191 
Total current liabilities 170,254 167,876 
Long-term liabilities:
Revolving credit facility, net 10,800 
Long-term debt, net of current portion494,884 496,795 
Deferred income tax liabilities, net32,045 43,515 
Operating lease liability, net of current portion54,085 50,896 
Tax receivable agreement liability, net of current portion80,929 101,262 
Other liabilities19,284 24,206 
Total liabilities 851,481 895,350 
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.01 par value, 500,000 shares authorized; 75,758 shares issued and outstanding as of September 29, 2023 and 75,042 shares issued and outstanding at December 30, 2022
758 750 
Preferred stock, $0.01 par value; 50,000 shares authorized, no shares issued and outstanding
  
Additional paid-in capital865,453 848,703 
Accumulated deficit(103,618)(88,046)
Accumulated other comprehensive loss(4,839)(4,236)
Total stockholders’ equity 757,754 757,171 
Total liabilities and stockholders’ equity$1,609,235 $1,652,521 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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Snap One Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)
Three Months EndedNine Months Ended
September 29,
2023
September 30,
2022
September 29,
2023
September 30,
2022
Net sales$270,144 $281,234 $796,591 $855,573 
Costs and expenses:
Cost of sales, exclusive of depreciation and amortization156,580 167,435 459,610 520,162 
Selling, general and administrative expenses84,037 89,379 271,627 271,300 
Depreciation and amortization15,371 14,812 45,967 44,667 
Total costs and expenses255,988 271,626 777,204 836,129 
Income from operations14,156 9,608 19,387 19,444 
Other expenses (income):
Interest expense14,893 10,244 43,730 24,687 
Other expense (income), net
511 620 (652)137 
Total other expenses15,404 10,864 43,078 24,824 
Loss before income taxes(1,248)(1,256)(23,691)(5,380)
Income tax benefit(348)(238)(8,119)(762)
Net loss(900)(1,018)(15,572)(4,618)
Net loss attributable to noncontrolling interest (8) (45)
Net loss attributable to Company$(900)$(1,010)$(15,572)$(4,573)
Net loss per share, basic and diluted$(0.01)$(0.01)$(0.21)$(0.06)
Weighted average shares outstanding, basic and diluted 75,854 74,650 75,577 74,567 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

6


Snap One Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(unaudited, in thousands)

Three Months EndedNine Months Ended
September 29,
2023
September 30,
2022
September 29,
2023
September 30,
2022
Net loss$(900)$(1,018)$(15,572)$(4,618)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments(1,507)(2,873)(603)(4,975)
Comprehensive loss
(2,407)(3,891)(16,175)(9,593)
Comprehensive loss attributable to noncontrolling interest (8) (45)
Comprehensive loss attributable to Company
$(2,407)$(3,883)$(16,175)$(9,548)
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
7


Snap One Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited, in thousands)


Common Stock Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Shares Amount Accumulated
Deficit
Total
Stockholders’
Equity
Balance - December 30, 202275,042 $750 $848,703 $(88,046)$(4,236)$757,171 
Net loss— — — (14,548)— (14,548)
Foreign currency translation adjustments— — — — 253 253 
Equity-based compensation— — 7,577 — — 7,577 
Repurchase and retirement of common stock(27)— (238)— — (238)
Issuance of common stock pursuant to equity incentive plans332 3 (3)— —  
Tax withholding on net share settlement of equity awards(95)(1)(1,023)— — (1,024)
Employee stock purchase plan— — 186 — — 186 
Balance - March 31, 202375,252 $752 $855,202 $(102,594)$(3,983)$749,377 
Net loss— — — (124)— (124)
Foreign currency translation adjustments— — — — 651 651 
Equity-based compensation— — 5,334 — — 5,334 
Issuance of common stock pursuant to equity incentive plans177 2 (2)— —  
Employee stock purchase plan186 2 1,412 — — 1,414 
TRA distribution to shareholders— — (396)— — (396)
Balance - June 30, 202375,615 $756 $861,550 $(102,718)$(3,332)$756,256 
Net loss— — — (900)— (900)
Foreign currency translation adjustments— — — — (1,507)(1,507)
Equity-based compensation— — 4,066 — — 4,066 
Issuance of common stock pursuant to equity incentive plans179 2 (2)— —  
Tax withholding on net share settlement of equity awards(36)— (356)— — (356)
Employee stock purchase plan— — 195 — — 195 
Balance - September 29, 202375,758 $758 $865,453 $(103,618)$(4,839)$757,754 


8


Common Stock Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Shares Amount Accumulated
Deficit
Noncontrolling
Interest
Total
Stockholders’
Equity
Balance - December 31, 202174,427 $744 $826,718 $(79,420)$(28)$261 $748,275 
Net loss— — — (2,236)— (20)(2,256)
Foreign currency translation adjustments — — — — 6 — 6 
Equity-based compensation— — 5,599 — — — 5,599 
Issuance of common stock pursuant to equity incentive plans53 1 (1)— — —  
Balance - April 1, 202274,480 $745 $832,316 $(81,656)$(22)$241 $751,624 
Net loss— — — (1,327)— (17)(1,344)
Foreign currency translation adjustments— — — — (2,108)— (2,108)
Equity-based compensation— — 6,768 — — — 6,768 
Repurchase and retirement of common stock(94)(1)(1,047)— — — (1,048)
Issuance of common stock pursuant to equity incentive plans227 2 (2)— — —  
Balance - July 1, 202274,613 $746 $838,035 $(82,983)$(2,130)$224 $753,892 
Net loss— — — (1,010)— (8)(1,018)
Foreign currency translation adjustments— — — — (2,873)— (2,873)
Equity-based compensation— — 5,570 — — — 5,570 
Repurchase and retirement of common stock(128)(1)(1,395)— — — (1,396)
Issuance of common stock pursuant to equity incentive plans183 2 (2)— — —  
Balance - September 30, 202274,668 $747 $842,208 $(83,993)$(5,003)$216 $754,175 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

9


Snap One Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
Nine Months Ended
September 29, 2023September 30, 2022
Cash flows from operating activities:
Net loss$(15,572)$(4,618)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization45,967 44,667 
Amortization of debt issuance costs2,354 1,388 
Deferred income taxes (11,592)(6,169)
Equity-based compensation17,544 17,937 
Non-cash operating lease expense8,250 9,859 
Bad debt expense902 532 
Unrealized gain on interest rate cap(813) 
Fair value adjustment to contingent value rights300 (6,200)
Valuation adjustment to TRA liability775 86 
Provision for credit losses on notes receivable 5,872 
Other, net(135)81 
Change in operating assets and liabilities:
Accounts receivable(6,482)2,117 
Inventories38,413 (85,134)
Prepaid expenses and other assets1,994 3,286 
Accounts payable, accrued liabilities and operating lease liabilities(16,197)935 
Net cash provided by (used in) operating activities65,708 (15,361)
Cash flows from investing activities:
Acquisition of business, net of cash acquired (30,539)
Purchases of property and equipment(19,988)(10,024)
Issuance of notes receivable (600)
Other, net51 75 
Net cash used in investing activities(19,937)(41,088)
Cash flows from financing activities:
Payments on long-term debt(3,900)(2,325)
Proceeds from revolving credit facility38,000 57,000 
Payments on revolving credit facility(50,000) 
Proceeds from interest rate cap539  
Repurchase and retirement of common stock(293)(2,410)
Proceeds from employee stock purchase plan1,228  
Payment of tax withholding obligation on settlement of equity awards(1,380) 
Payments of tax receivable agreement(10,191) 
Payments of contingent consideration
(250) 
Net cash (used in) provided by financing activities
(26,247)52,265 
Effect of exchange rate changes on cash and cash equivalents(611)(850)
Net increase (decrease) in cash and cash equivalents18,913 (5,034)
Cash and cash equivalents at beginning of the period21,117 40,577 
Cash and cash equivalents at end of the period$40,030 $35,543 
Supplementary cash flow information:
Cash paid for interest$42,295 $14,904 
Cash paid for taxes, net$6,014 $4,943 
Noncash investing and financing activities:
Capital expenditure in accounts payable$218 $613 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
10


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)

1.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, services, and software to its network of professional integrators that enable them to deliver smart living experiences for their residential and business end users. The Company’s hardware and software portfolio includes leading proprietary and third-party offerings across connected, infrastructure, and entertainment categories. Additionally, the Company provides value-added services and workflow solutions to support the integrator throughout the project lifecycle, enhancing their operations and helping them to profitably grow their businesses.

2.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 30, 2022, 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 30, 2022, appearing in the Company’s Annual Report on Form 10-K for the annual period ended December 30, 2022, filed with the Securities and Exchange Commission on March 15, 2023. 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 year 2023 is a 52-week period, and fiscal year 2022 was a 52-week period. The three months ended September 29, 2023 and September 30, 2022 were 13-week periods, and the nine months ended September 29, 2023 and September 30, 2022, were 39-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.

Recently Adopted Accounting Pronouncements — In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Accounting Standards Codification 848, “ASC 848”). ASC 848 provides practical expedients and exceptions for an entity to elect not to apply certain modification accounting requirements to contracts affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848). The objective of the new reference rate reform standard is to clarify the scope of Topic 848 and provide explicit guidance to help companies applying optional expedients and exceptions. 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 7 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
11


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
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.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 606): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity recognize and measure contract assets and liabilities from contracts with customers in a business combination in accordance with ASC 606 as if it had originated the contracts. The amendment in this update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. The Company adopted the standard as of the beginning of fiscal year 2023 and the adoption did not have a material impact on the condensed consolidated financial statements. However, the ultimate impact is dependent upon the size and frequency of future acquisitions.

In September 2022, the FASB issued ASU 2022-04, Liabilities- Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires buyers in a supplier finance program to disclose information related to the key terms of the program and the obligations the buyer has confirmed as valid to the finance provider or intermediary. The buyers are required to disclose obligations outstanding in interim reporting periods. The amendment in this update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted the standard as of the beginning of fiscal year 2023 and the adoption did not have an impact on the Company’s disclosures as the impact of supplier finance programs is not material to the Company’s condensed consolidated financial statements.

3.    Acquisitions

The Company completed no acquisitions during the three months and nine months ended September 29, 2023 and three acquisitions during fiscal year 2022, as described further in the section below. The Company’s acquisitions have been accounted for under ASC 805, Business Combinations. Accordingly, the accounts of the acquired companies, after adjustments to reflect fair values assigned to assets and liabilities, have been included in the condensed consolidated financial statements from their respective dates of acquisition.

The Company records purchase price in excess of amounts allocated to identifiable assets and liabilities as goodwill. Goodwill includes, but is not limited to, the value of the workforce in place, ability to generate profits and cash flows, and an established going concern.

Customer relationships have been valued using the multi-period excess earnings method, a derivative of the income approach. The multi-period excess earnings method estimates the discounted net earnings attributable to the customer relationships that were acquired after considering items such as possible customer attrition. Estimated useful lives were determined based on the length and trend of projected cash flows. The length of the projected cash flow period was determined based on the expected attrition of the customer relationships, which is based on the Company’s historical experience in renewing and extending similar customer relationships and future expectations for renewing and extending similar existing customer relationships. The useful life of the customer relationships intangible assets represents the number of years over which the Company expects the customer relationships to economically contribute to the business.

The trade names have been valued using the relief from royalty method under the income approach to estimate the cost savings that will accrue to the Company, which would otherwise have to pay royalties or license fees on revenue earned by using the asset. The useful lives of the assets were determined based on management’s estimate of the period of time the name will be in use.

Technology has been valued using the multi-period excess earnings method, a derivative of the income approach. The net earnings attributed to the existing technology considers items such as projected research and development costs expected to be incurred to maintain the technology. The useful lives were determined based on the length and trend of projected cash flows after considering items such as the projected research and development expected to be incurred to maintain the technology.

12


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
Transactions Completed in fiscal year 2022

On October 24, 2022, the Company acquired the remaining outstanding interest of its majority-owned subsidiary, Remote Maintenance Systems LP, doing business as Parasol (“Parasol”), the provider of 24/7 remote support service to the Company’s integrators based on the Company’s remote management tool, OvrC.

The Company acquired the remaining outstanding equity shares of Parasol in exchange for $1,100 of the Company’s common shares. The Company made an initial investment and established its controlling interest in 2018, and has included the results of operations, assets and liabilities in its consolidated financial reports since 2018.

The Company completed two additional acquisitions during fiscal year 2022 with Clare Controls, LLC (“Clare”), on August 8, 2022 and Staub Electronics, LTD (“Staub”), on January 20, 2022. The acquisitions added either products to the Company’s proprietary product lines or distribution services. The final allocation of the purchase price for Clare and Staub is as follows:

ClareStaub
Total purchase consideration$6,300 $26,395 
Cash and cash equivalents$ $756 
Accounts receivable 1,801 
Inventory 5,472 
Prepaid expenses263 1,616 
Property and equipment, net26 451 
Operating lease right-of-use assets160 2,309 
Identifiable intangible assets4,300 14,209 
Total identifiable assets acquired4,749 26,614 
Accounts payable568 1,570 
Accrued liabilities284 2,206 
Current operating lease liability43 343 
Deferred income tax liabilities 3,585 
Operating lease liability, net of current portion117 1,953 
Other liabilities183  
Total liabilities assumed1,195 9,657 
Net identifiable assets acquired3,554 16,957 
Goodwill2,746 9,438 
Net assets acquired$6,300 $26,395 

The Company recorded intangible assets related to the acquisitions based on estimated fair value, which consisted of the following:
ClareStaub
Useful Lives
(Years)
Acquired ValueUseful Lives
(Years)
Acquired Value
Customer relationships
$— 10$12,684 
Technology
43,400 — 
Trade name
6900 61,525 
Total intangible assets
$4,300 $14,209 

Goodwill arising from the Clare acquisition primarily consists of synergies from integrating Clare’s automation and security products into the Company’s existing product portfolio. Goodwill arising from the Staub acquisition primarily consists of synergies from integrating the distribution channels of Staub into the Company’s distribution channels.

13


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
As a result of the Clare transaction, the Company has, for income tax purposes, goodwill of $2,746 that will be deductible in future periods.

The Company recognized $328 of transaction-related expenses for Staub, consisting primarily of advisory, legal, and other professional fees, which were included in selling, general, and administrative expenses in the consolidated statement of operations. The Company recognized $303 of transaction-related expenses for Clare, consisting primarily of advisory, legal, and other professional fees, during the nine months ended September 30, 2022, which were included in selling, general, and administrative expenses in the consolidated statement of operations.

Pro forma financial information related to the Staub and Clare acquisitions has not been provided as it is not material to the Company’s consolidated results of operations. The results of operations of the Staub and Clare acquisition are included in the Company’s consolidated results of operations from the date of acquisition.

4.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 nine months ended September 29, 2023 and September 30, 2022:

Nine Months Ended
September 29,
2023
September 30,
2022
Deferred revenue – beginning of period
$35,051 $33,385 
Amounts billed, but not recognized
26,477 25,809 
Recognition of revenue
(26,788)(24,641)
Deferred revenue acquired 218 
Deferred revenue – end of period
$34,740 $34,771 
The Company recorded deferred revenue of $22,813 and $22,611 in accrued liabilities and $11,927 and $12,440 in other liabilities as of September 29, 2023 and December 30, 2022, 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 and nine months ended September 29, 2023 and September 30, 2022:


Three Months EndedNine Months Ended
September 29,
2023
September 30,
2022
September 29,
2023
September 30,
2022
Domestic integrators(a)
$226,021 $230,173 $666,307 $694,254 
Domestic other(b)
9,962 14,940 30,389 46,107 
International(c)
34,161 36,121 99,895 115,212 
Total
$270,144 $281,234 $796,591 $855,573 
(a)Domestic integrators is defined as professional “do-it-for-me” integrator customers who transact with Snap One through a traditional integrator channel in the United States, excluding the impact of revenue earned by the Company’s Access Networks enterprise grade network solution business.
(b)Domestic other is defined as Access Networks revenue and revenue generated through managed transactions with non-integrator customers, such as national accounts.
(c)International consists of all integrators and distributors who transact with Snap One outside of the United States.

14


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
The following table sets forth revenue by product type between proprietary products and third-party products for the three months and nine months ended September 29, 2023 and September 30, 2022:

Three Months EndedNine Months Ended
September 29,
2023
September 30,
2022
September 29,
2023
September 30,
2022
Proprietary products(a)
$176,172 $192,172 $531,372 $588,165 
Third-party products(b)
93,972 89,062 265,219 267,408 
Total
$270,144 $281,234 $796,591 $855,573 

(a)Proprietary products consist of products and services internally developed by or for Snap One and sold under one of Snap One’s proprietary brands.
(b)Third-party products consist of products that Snap One distributes but for which Snap One does not own the associated product brands.

Additionally, the Company’s revenue includes amounts recognized over time and at a point in time, and are as follows for the three months and nine months ended September 29, 2023 and September 30, 2022:

Three Months EndedNine Months Ended
September 29,
2023
September 30,
2022
September 29,
2023
September 30,
2022
Products transferred at a point in time
$261,075 $271,500 $769,803 $830,932 
Services transferred over time
9,069 9,734 26,788 24,641 
Total
$270,144 $281,234 $796,591 $855,573 

5.Balance Sheet Components

Accounts Receivable, net:

As of September 29, 2023 and December 30, 2022, the Company’s accounts receivable, net consisted of the following:

September 29,
2023
December 30,
2022
Accounts receivable
$56,100 $50,445 
Allowance for credit losses
(2,251)(2,271)
Accounts receivable, net
$53,849 $48,174 

Inventories:

As of September 29, 2023 and December 30, 2022, the Company’s inventory consisted of the following:

September 29,
2023
December 30,
2022
Finished goods
$275,046 $308,768 
Raw materials
15,304 19,457 
Work in process
333 500 
Reserve for obsolete and slow-moving inventory
(15,214)(14,137)
Total inventories
$275,469 $314,588 
15


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
Accrued Liabilities:

Accrued liabilities as of September 29, 2023 and December 30, 2022, consisted of the following:

September 29,
2023
December 30,
2022
Deferred revenue$22,813 $22,611 
Payroll, vacation, and bonus accruals16,791 11,068 
Warranty reserve8,977 10,682 
Customer rebate program5,586 5,863 
Sales return allowance5,295 5,148 
Incurred but not reported self-insurance1,545 1,860 
Taxes695 944 
Interest payable659 1,578 
Other accrued liabilities3,913 4,851 
Total accrued liabilities
$66,274 $64,605 

6.Goodwill and Other Intangible Assets, Net

Goodwill as of September 29, 2023 and December 30, 2022, was $592,214 and $592,186, respectively. Changes in goodwill reflect the impact of foreign currency translation.

As of September 29, 2023 and December 30, 2022, other intangible assets, net, consisted of the following:

September 29, 2023
Estimated
Useful Life
Gross Carrying
Amount (a)
Accumulated
Amortization
Net Carrying
Amount
Customer relationships
525 years
$520,864 $(143,143)$377,721 
Technology
415 years
98,478 (66,890)31,588 
Trade names – definite
210 years
59,967 (28,694)31,273 
Trade names – indefiniteindefinite76,564 — 76,564 
Total intangible assets$755,873 $(238,727)$517,146 

December 30, 2022
Estimated
Useful Life
Gross Carrying
Amount (a)
Accumulated
Amortization
Net Carrying
Amount
Customer relationships
525 years
$520,825 $(123,393)$397,432 
Technology
415 years
98,478 (54,391)44,087 
Trade names – definite
210 years
59,963 (23,627)36,336 
Trade names – indefiniteindefinite76,564 — 76,564 
Total intangible assets$755,830 $(201,411)$554,419 
(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 September 29, 2023 and September 30, 2022 was $12,439 and $12,536, respectively. Total amortization expense for intangible assets for the nine months ended September 29, 2023 and September 30, 2022 was $37,316 and $37,794, respectively. The weighted-average useful life remaining for amortizing definite lived intangible assets was approximately 14.1 years as of September 29, 2023.

16


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
As of September 29, 2023, the estimated amortization expense for intangible assets for the next five fiscal years and thereafter are as follows:

Remainder of 2023
$12,275 
202443,204 
202535,588 
202635,233 
202734,417 
2028 and thereafter
279,865 
Total$440,582 

7.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. For the period ended September 29, 2023, the notional amount of the interest rate cap is $348,500 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 September 29, 2023, the three-month SOFR rate was 5.24%.

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
17


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
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 9.89% as of September 29, 2023 and 7.38% as of December 30, 2022. The interest rate for the Incremental Term Loan was 11.99% as of September 29, 2023 and 10.42% as of December 30, 2022.

Borrowings under the Revolving Credit Facility will bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the federal funds effective rate, (b) the prime rate and (c) the eurocurrency rate determined by reference to the cost of funds adjusted for certain additional costs (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 September 29, 2023. The interest rate for the Revolving Credit Facility was 9.22% as of December 30, 2022.

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 September 29, 2023 and December 30, 2022 was as follows:

InstrumentMaturity DateSeptember 29, 2023December 30, 2022
Credit Agreement
Term LoanDecember 8, 2028$458,025 $461,513 
Incremental Term LoanOctober 2, 2025$54,588 $55,000 
Revolving Credit FacilityDecember 8, 2026$ $12,000 
Outstanding Letters of CreditDecember 8, 2026$4,940 $5,060 


The amount available under the Revolving Credit Facility was $95,060 and $82,940 as of September 29, 2023 and December 30, 2022, respectively.

As of September 29, 2023, the future scheduled maturities of the above notes payable are as follows:

Remainder of 2023
$1,300 
20243,900 
202558,688 
20264,650 
20275,813 
Thereafter438,262 
Total future maturities of debt512,613 
Unamortized debt issuance costs(12,529)
Total indebtedness500,084 
Less: Current maturities of long-term debt5,200 
Long-term debt
$494,884 

18


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
Unamortized costs related to the issuance of the Term Loan were $12,529 and $14,655 as of September 29, 2023 and December 30, 2022, 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 $972 as of September 29, 2023, and were included in other assets in the consolidated balance sheet. Unamortized costs related to the issuance of the Revolving Credit Facility were $1,200 as of December 30, 2022, and were presented as a direct deduction from the carrying amount of the outstanding Revolving Credit Facility. The costs related to debt issuances are amortized to interest expense over the life of the related debt. As of September 29, 2023, the future amortization of debt issuance costs was as follows:

Remainder of 2023
$813 
20243,396 
20253,374 
20262,123 
20271,918 
Thereafter1,877 
Total$13,501 

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 September 29, 2023 and December 30, 2022. For additional information on the Company’s debt arrangements, debt covenants and default provisions, see Note 8 of the Notes to the Consolidated Financial Statements for the year ended December 30, 2022, 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 30, 2022, the Company did not incur a required additional payment.

8.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 September 29, 2023
As of December 30, 2022
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Liabilities
Term Loan$458,025 $440,849 $461,513 $421,130 
Incremental Term Loan$54,588 $51,312 $55,000 $51,700 
The fair value of long-term debt was established using current market rates for similar instruments traded in secondary markets representing Level 2 inputs. The fair value of the Revolving Credit Facility approximates carrying value as the related interest rates approximate the Company’s incremental borrowing rate for similar obligations. Additionally, cash and cash equivalents, accounts receivable, net, prepaid expenses, accounts payable, and accrued liabilities are classified as Level 1 and the carrying value of these assets and liabilities approximates the fair value due to the short-term nature of these financial instruments.

Notes Receivable — During the nine months ended September 30, 2022, the Company acquired Clare, which had an outstanding unsecured loan with the Company. The Company recorded a $5,872 loss on the settlement of the unsecured loan from Clare during the nine months ended September 30, 2022. At the acquisition date, the Company settled the notes receivable for $1,400 as part of the transaction. See Note 3 for more information regarding the Clare acquisition.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis — On October 26, 2022, the Company entered into an interest rate cap agreement on the LIBOR (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
19


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
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 $1,750 and $2,563 as of September 29, 2023 and December 30, 2022, respectively, and is recorded in other liabilities on the Company’s condensed consolidated balance sheet. The change in fair value was recognized as a component of other expense (income), net, in the condensed consolidated statements of operations and was $313 of expense and $813 of income for the three months and nine months ended September 29, 2023. 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 fair value of the contingent consideration liability related to the Access Networks acquisition is based on unobservable inputs, including management estimates and assumptions about future revenues, and is, therefore, classified as Level 3. During the year ended December 30, 2022, the agreement was modified to change the covered revenue period, reducing expected payouts based on future revenues. As a result of the modification, the fair value of the contingent consideration was reduced to $250 and was paid during the nine months ending September 29, 2023. The Company recorded a liability of $250 as of December 30, 2022 in accrued liabilities.

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
September 29, 2023
Valuation Technique
Unobservable
Input
Volatility
Contingent Value Rights $2,000Monte CarloVolatility
50 and 55%

Changes in the CVRs for the nine months ended September 29, 2023 and September 30, 2022 were as follows:

September 29,
2023
September 30,
2022
CVR fair value – beginning of period
$1,700 $8,900 
Fair value adjustments
300 (6,200)
CVR fair value – end of period
$2,000 $2,700 
There were no transfers into or out of Level 3 during the three months and nine months ended September 29, 2023 or September 30, 2022.

9.Warranties

Changes in the Company’s accrued warranty liability for the nine months ended September 29, 2023 and September 30, 2022 were as follows:

September 29,
2023
September 30,
2022
Accrued warranty – beginning of period
$15,039$18,772
Warranty claims
(10,710)(9,211)
Warranty provisions
7,8966,625
Accrued warranty – end of period
$12,225$16,186
As of September 29, 2023, the Company has recorded accrued warranty liabilities of $8,977 in accrued liabilities and $3,248 in other liabilities in the accompanying condensed consolidated balance sheet. As of December 30, 2022, the Company has recorded accrued warranty liabilities of $10,682 in accrued liabilities and $4,357 in other liabilities.
20


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)

10.Retirement Plan

The Company has a 401(k) plan that covers eligible employees as defined by the plan agreement. The Company matches 100% of employee contributions to the plan, up to 3% of the employees’ total compensation, and 50% of employee contributions to the plan, up to 6% of the employees’ total compensation. Company contributions to the plan, net of forfeitures, were $1,135 and $1,161 for the three months ended September 29, 2023 and September 30, 2022, respectively. Company contributions to the plan, net of forfeitures, were $3,805 and $3,984 for the nine months ended September 29, 2023 and September 30, 2022, respectively.

11.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”) in order to provide a means through which to attract, retain, and motivate key personnel. Awards available for grant under the 2021 Plan include non-qualified and incentive stock options, restricted shares of the Company’s common stock, and other equity-based awards tied to the value of the Company’s common stock and cash-based awards.

During the nine months ended September 29, 2023, upon the settlement date of certain outstanding equity awards, shares were withheld to cover the required withholding tax, which was based on the value of a share on the settlement date as determined by the closing price of the Company’s common stock on the trading day of the applicable settlement date. The remaining shares were delivered to the recipient as shares of the Company’s common stock. The amount remitted to the tax authorities for the employees’ tax obligation was reflected as a financing activity on the Company’s condensed consolidated statements of cash flows. These shares withheld by the Company as a result of the net settlement of equity awards issued under the 2021 Plan were not considered issued and outstanding. These shares were returned to the 2021 Plan reserve and are available for future issuance thereunder. For vesting events where shares are not withheld, the Company required employees to sell a portion of the shares that they received upon the vesting of equity awards in order to cover any required withholding taxes.

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. For additional information on the Equity Award Conversion, see Note 13 of the Notes to the Consolidated Financial Statements for the fiscal year ended December 30, 2022, 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.

21


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
The summary of the Company’s restricted stock awards activity is as follows:

Restricted Stock Awards
B-1 Incentive UnitsB-2 Incentive Units
Number of
Units
Weighted-
Average
Grant-Date
Fair Value
Number of
Units
Weighted-
Average
Grant-Date
Fair Value
Outstanding at December 30, 2022223 $18.00 792 $18.00 
Granted    
Vested101 18.00   
Forfeited13 18.00 130 18.00 
Outstanding at September 29, 2023109 $18.00 662 $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 13 of the Notes to the Consolidated Financial Statements for the year ended December 30, 2022, in the Annual Report.

The summary of the Company’s option activity is as follows:

Time-based OptionsMarket-based Options
Number of
Units
Weighted-
Average
Grant-Date
Fair Value
Aggregate Intrinsic Value (a)
Number of
Units
Weighted-
Average
Grant-Date
Fair Value
Aggregate Intrinsic Value (a)
Outstanding at December 30, 20224,233 $6.47 $ 1,125 $5.66 $ 
Granted      
Exercised      
Forfeited466 6.18  190 5.66  
Outstanding at September 29, 20233,767 $6.50 $ 935 $5.66 $ 
Options exercisable at September 29, 20233,171 $6.34 $  $ $ 

(a) The intrinsic value represents the amount by which the fair value of the Company’s stock exceeds the option exercise price as of September 29, 2023 and December 30, 2022.

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.

22


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
The summary of the Company’s RSU activity is as follows:
Restricted Stock Units
Number of
Units
Weighted-Average
Grant-Date
Fair Value
Outstanding at December 30, 20221,360 $17.05 
Granted1,911 11.20
Vested568 16.67 
Forfeited201 13.34
Outstanding at September 29, 20232,502 $12.96 

As of September 29, 2023, there were 74 vested and unissued restricted stock units.

Performance Stock Units — During the nine months ended September 29, 2023 and September 30, 2022, the Company granted performance-based restricted stock units (“PSUs”) to certain employees under the 2021 Plan. The fair value of PSUs granted is based on the Company’s closing stock price on the date of grant. Total units earned for grants may vary between 0% and 200% of the units granted based on the attainment of company-specific targets during the performance period and upon continued service. Compensation expense for PSUs is recognized on a graded-vesting basis if it is probable that the performance conditions will be achieved. Adjustments to compensation expense are made each period based on changes in the Company’s estimate of the number of PSUs that are probable of vesting. PSUs will vest with continued service and upon achievement of the relevant performance targets.

The awards issued during the nine months ended September 29, 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 Company-specific targets include: (i) adjusted EBITDA, (ii) adjusted EBITDA margin, and (iii) the results of an engagement survey administered annually in the fourth quarter to employees below the level of director.

The awards issued during the nine months ended September 30, 2022, vest in annual tranches over a three-year service period, subject to a one-year performance target. Total units earned for grants are based on the attainment of net sales and Company-specific adjusted EBITDA targets during the performance period (the fiscal year of the date of the grant) and upon continued service. For the year-ended December 30, 2022, the Company determined that, based on actual performance with respect to Adjusted EBITDA and Net Sales combined, the awards were earned at 51%.

The summary of the Company’s PSU activity is as follows:

Performance Stock Units
Number of
Units
Weighted-Average
Grant-Date
Fair Value
Outstanding at December 30, 2022254 $17.96 
Granted322 11.31 
Vested132 15.65 
Forfeited37 13.70 
Outstanding at September 29, 2023407 $13.83 

As of September 29, 2023, there were 71 vested and unissued performance share 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 and
23


Snap One Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
nine months ended September 29, 2023 and September 30, 2022, and unrecognized stock compensation expense and weighted average remaining expense period as of September 29, 2023 consisted of:

Compensation ExpenseAs of September 29, 2023
Three Months Ended
September 29, 2023
Three Months Ended September 30, 2022Nine Months Ended
September 29, 2023
Nine Months Ended September 30, 2022Unrecognized Compensation ExpenseWeighted-Average Remaining Contractual Term (Years)
2021 Plan
Restricted stock awards$457 $1,082 $1,609 $3,390 $2,324 0.47
Time-based options788 1,672 2,758 5,077 4,215 1.42
Market-based options523 645 959 1,935 735 0.35
Restricted stock units2,001 1,726 8,634 5,132 28,229 3.02
Performance stock units197 165 2,717 1,864 1,547 0.55
Other equity-based compensation100 100 300 279 527 1.31
Total$4,066 $5,390 $16,977 $17,677 $37,577 1.65

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 186 shares. 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. For the nine months ended September 29, 2023, 186 shares of common stock were purchased under the ESPP at an average price of $6.60 per share. The Company did not have any shares purchased under the ESPP during the three months ended September 29, 2023. Stock-based compensation expense recognized related to the ESPP was $195 and $567 for the three months and nine months ended September 29, 2023 and $