There were no acquisitions during the year ended December 29, 2023. There were three acquisitions during the year ended December 30, 2022, and one during the year ended December 31, 2021 as described further in this 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 consolidated financial statements from their respective dates of acquisition.

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 Clare acquisition enabled Snap One to convert Clare’s product suite into higher-margin proprietary products and drive growth with professional integrators in adjacent markets. The Company agreed to a purchase price of $6,300, consisting of $4,900 cash paid and $1,400 related to the settlement of a pre-existing note receivable from Clare owed to the Company. The Staub acquisition added two Canadian locations to the Company’s distribution footprint. The Company agreed to a cash purchase price of $26,395 for the issued and outstanding shares of Staub.


	Clare		Staub
Total purchase consideration	$	6,300	$	26,395
Cash and cash equivalents	$	—	$	756
Accounts receivable	—		1,801
Inventory	—		5,472
Prepaid expenses	263		1,616
Property and equipment, net	26		451
Operating lease right-of-use assets	160		2,309
Identifiable intangible assets	4,300		14,209
Total identifiable assets acquired	4,749		26,614
Accounts payable	568		1,570
Accrued liabilities	284		2,206
Current operating lease liability	43		343
Deferred income tax liabilities	—		3,585
Operating lease liability, net of current portion	117		1,953
Other liabilities	183		—
Total liabilities assumed	1,195		9,657
Net identifiable assets acquired	3,554		16,957
Goodwill	2,746		9,438
Net assets acquired	$	6,300	$	26,395


	Clare			Staub
	Useful Lives (Years)	Acquired Value		Useful Lives (Years)	Acquired Value
Customer relationships	—	$	—	10	$	12,684
Technology	4	3,400		—	—
Trade name	6	900		6	1,525
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.

The Company recognized $382 of transaction-related expenses for Clare in fiscal year 2022, 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 $328 of transaction-related expenses for Staub, $214 of expense in fiscal year 2022 and $114 of expense in fiscal year 2021, consisting primarily of advisory, legal, and other professional fees, which were included in selling, general, and administrative expenses in the consolidated statement of operations.

On May 4, 2021, the Company entered into a purchase agreement pursuant to which it acquired the issued and outstanding shares of ANLA, LLC. (“Access Networks”), an enterprise-grade networking solutions provider offering networking products, design, configuration, monitoring, and support services. The acquisition enhanced the Company’s networking solutions for residential and commercial networks. The Company agreed to a purchase price of $36,641, consisting of both cash and equity, plus contingent consideration of up to $2,000 based upon the achievement of specified financial targets. The Access Networks acquisition closed on May 28, 2021.

The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the closing date. The Company allocated any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. Goodwill arising from the Access Networks acquisition primarily consists of synergies from integrating the distribution of products through the Company’s existing distribution channels.

As part of the acquisition, the Company was required to pay additional consideration upon the achievement of specified financial targets. As of the acquisition date, the fair value of the contingent consideration was $2,000. During the year ended December 30, 2022, the agreement was modified to change the covered revenue period, reducing expected payouts based on future revenues to $250 which was recorded in accrued liabilities on the Company’s consolidated balance sheet. The change in fair value was recorded as a reduction in selling, general, and administrative expenses. The consideration was paid during the year ending December 29, 2023.


Total purchase consideration	$	38,641
Cash and cash equivalents	$	795
Accounts receivable	794
Inventory	2,029
Property and equipment	77
Identifiable intangible assets	17,700
Total identifiable assets acquired	21,395
Accounts payable	1,266
Accrued liabilities	1,218
Other liabilities	586
Deferred income tax liabilities	710
Total liabilities assumed	3,780
Net identifiable assets acquired	17,615
Goodwill	21,026
Net assets acquired	$	38,641

As of the acquisition date, for income tax purposes, goodwill of $13,616 was determined to be deductible in future periods. The acquisition of Access Networks was treated partially as a taxable acquisition and therefore any contingent consideration paid would result in an increase in tax deductible goodwill. As of the acquisition date, the tax basis in deductible goodwill was evaluated based on the fair value of the contingent consideration at the acquisition date being settled in full. As a result of the reduction in contingent consideration expected to be paid, the value of tax-deductible goodwill was reduced by the same amount, bringing the value to $11,866 as of the year ended December 30, 2022.

Other liabilities assumed consisted primarily of warranty reserves and deferred revenue. The long-term warranty reserves are primarily based on historical failure rates, costs to repair or replace the product, and any necessary shipping costs, which are considered to approximate the fair value of the remaining obligation. Deferred revenue was recorded at fair value, resulting in a cumulative balance for the acquisition of $883 in accrued liabilities and $586 in other liabilities.

The Company recognized $197 of transaction-related expenses for the year ended December 31, 2021, consisting primarily of advisory, legal, and other professional fees related to the acquisition. These transaction-related expenses were incurred by and for the benefit of the Company, and were included in selling, general, and administrative expenses in the consolidated statements of operations.

Pro forma financial information related to the Clare and Staub acquisitions in 2022 and the Access Networks acquisition in 2021 has not been provided as it is not material to the Company’s consolidated results of operations. The results of operations of the acquisitions are included in the Company’s consolidated results of operations from the date of acquisition and were not significant for the years ended December 30, 2022 and December 31, 2021, respectively.