Acquisitions | Acquisitions All of the Company’s acquisitions have been accounted for under ASC 805, Business Combinations . Accordingly, the accounts of the acquired companies, after adjustments to reflect fair values assigned to assets and liabilities, have been included in the 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 name has 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. Estimated useful life was 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. Estimated useful life was 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. Clare Controls, LLC. — On August 8, 2022, the Company entered into a purchase agreement pursuant to which it acquired the assets and specific liabilities of Clare Controls, LLC. (“Clare”), a provider of home automation and security products for whom Snap One has been a distributor since 2019. The Clare acquisition enables Snap One to convert Clare’s product suite into higher-margin proprietary products and drive growth with professional integrators in adjacent markets. The Company agreed to a purchase price of $6,300, consisting of $4,900 cash paid and $1,400 related to the settlement of the pre-existing note receivable from Clare owed to the Company. The Company recorded tangible and intangible assets acquired and liabilities assumed in the transaction according to the acquisition method of accounting, under ASC 805, Business Combinations . The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the closing date and are subject to change within the measurement period, which does not exceed twelve months after the closing date. The Company allocated any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. The preliminary allocation of the purchase price for the Clare acquisition is as follows: Total purchase consideration $ 6,300 Prepaid expenses $ 263 Property and equipment, net 26 Operating lease right-of-use assets 160 Identifiable intangible assets 4,300 Total identifiable assets acquired 4,749 Accounts payable 533 Accrued liabilities 284 Current operating lease liability 43 Operating lease liability, net of current portion 117 Other liabilities 183 Total liabilities assumed 1,160 Net identifiable assets acquired 3,589 Goodwill 2,711 Net assets acquired $ 6,300 The Company recorded intangible assets related to the Clare acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Technology 4 $ 3,400 Trade name 6 900 Total intangible assets $ 4,300 The Company recognized $303 of transaction-related expenses, consisting primarily of advisory, legal, and other professional fees related to the Clare acquisition. These transaction-related expenses were incurred by and for the benefit of the Company, and were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. Pro forma financial information related to the Clare acquisition has not been provided as it is not material to the Company’s consolidated results of operations. The results of operations of the Clare acquisition are included in the Company’s consolidated results of operations from the date of acquisition and were not significant for the three months and nine months ended September 30, 2022. Staub Electronics, LTD. — On January 20, 2022, the Company, through its wholly owned subsidiary, Snap One Acquisition Corp., entered into a purchase agreement pursuant to which it acquired the issued and outstanding shares of Staub Electronics, LTD. (“Staub”), a long-time Canadian distribution partner. The Staub acquisition adds two Canadian locations to the Company’s distribution footprint. The Company agreed to a purchase price of $26,395. The Company recorded tangible and intangible assets acquired and liabilities assumed in the transaction according to the acquisition method of accounting, under ASC 805, Business Combinations . The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the closing date and are subject to change within the measurement period, which does not exceed twelve months after the closing date. During the measurement period, certain adjustments were recorded to increase goodwill to $9,438 to account for updated working capital calculations. The Company allocated any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. The allocation of the purchase price for the Staub acquisition is as follows: Total purchase consideration $ 26,395 Cash and cash equivalents $ 756 Accounts receivable 1,801 Inventory 5,472 Prepaid expenses 1,616 Property and equipment 451 Operating lease right-of-use assets 2,309 Identifiable intangible assets 14,209 Total identifiable assets acquired 26,614 Accounts payable 1,570 Accrued liabilities 2,206 Current operating lease liability 343 Deferred income tax liabilities 3,585 Operating lease liability, net of current portion 1,953 Total liabilities assumed 9,657 Net identifiable assets acquired 16,957 Goodwill 9,438 Net assets acquired $ 26,395 The Company recorded intangible assets related to the Staub acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Customer relationships 10 $ 12,684 Trade name 6 1,525 Total intangible assets $ 14,209 The Company recognized $328 of transaction-related expenses, consisting primarily of advisory, legal, and other professional fees related to the Staub acquisition. These transaction-related expenses were incurred by and for the benefit of the Company, and were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. Pro forma financial information related to the Staub acquisition has not been provided as it is not material to the Company’s consolidated results of operations. The results of operations of the Staub acquisition are included in the Company’s consolidated results of operations from the date of acquisition and were not significant for the three months and nine months ended September 30, 2022. ANLA, LLC — On May 4, 2021, the Company entered into a purchase agreement pursuant to which it acquired the issued and outstanding shares of ANLA, LLC. (“Access Networks”), an enterprise-grade networking solutions provider offering networking products, design, configuration, monitoring and support services. The acquisition enhances the Company’s networking solutions for residential and commercial networks. The Company agreed to a purchase price of $36,641, consisting of both cash and equity, plus contingent consideration of up to $2,000 based upon the achievement of specified financial targets. The Access Networks acquisition closed on May 28, 2021. The Company recorded tangible and intangible assets acquired and liabilities assumed in the transaction according to the acquisition method of accounting, under ASC 805, Business Combinations . The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the closing date. The Company allocated any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. Goodwill arising from the Access Networks acquisition primarily consists of synergies from integrating the distribution of products through the Company’s existing distribution channels. The Company may be required to pay additional consideration upon the achievement of a revenue-based earnout. As of the acquisition date, the fair value of the contingent consideration was $2,000. The allocation of the purchase price for the Access Networks acquisition is as follows: Total purchase consideration $ 38,641 Cash and cash equivalents $ 795 Accounts receivable 794 Inventory 2,029 Property and equipment 77 Identifiable intangible assets 17,700 Total identifiable assets acquired 21,395 Accounts payable 1,266 Accrued liabilities 1,218 Other liabilities 586 Deferred income tax liabilities 710 Total liabilities assumed 3,780 Net identifiable assets acquired 17,615 Goodwill 21,026 Net assets acquired $ 38,641 For income tax purposes, a carryover basis in goodwill of $13,616 will be deductible in future periods. The Company recorded intangible assets related to the Access Networks acquisition based on estimated fair value, which consisted of the following: Useful Lives Acquired Value Customer relationships 10 $ 14,400 Trade name 6 3,300 Total intangible assets $ 17,700 Other liabilities assumed consisted primarily of warranty reserves and deferred revenue. The long-term warranty reserves are primarily based on historical failure rates, costs to repair or replace the product, and any necessary shipping costs, which are considered to approximate the fair value of the remaining obligation. Deferred revenue was recorded at fair value, resulting in a cumulative balance for the Access Networks acquisition of $883 in accrued liabilities and $586 in other liabilities. The Company recognized $197 of transaction-related expenses, consisting primarily of advisory, legal, and other professional fees related to the Access Networks acquisition. These transaction-related expenses were incurred by and for the benefit of the Company, and were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. Pro forma financial information related to the Access Networks acquisition has not been provided as it is not material to the Company’s consolidated results of operations. The results of operations of the Access Networks acquisition are included in the Company’s consolidated results of operations from the date of acquisition and were not significant for the three months and nine months ended September 24, 2021. |