Subsequent Events

9 Months Ended

Oct. 03, 2021

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

Acquisition of Blue Raven Solar Holdings, LLC ("Blue Raven")

On October 4, 2021, we acquired all of the issued and outstanding membership interests of Blue Raven, a Delaware limited liability company, and thirty-five percent (35%) of the issued and outstanding membership interests in Albatross Software LLC, also a Delaware limited liability company and an affiliate of Blue Raven, pursuant to a Securities Purchase Agreement (“Purchase Agreement“) dated as of October 4, 2021.

Pursuant to the Purchase Agreement, we agreed to pay up to $145 million in cash consideration, subject to a customary working capital adjustment. While a majority of the cash consideration was paid upon closing, a portion was deferred and is payable at a later date, and is subject to continued employment of certain sellers as well as Blue Raven employees and service providers, in accordance with the terms of the Purchase Agreement as well as employment and retention agreements entered into with such individuals. The Company has also agreed to make an additional cash payment of up to $20 million based on Blue Raven’s revenue for the period beginning on September 13, 2021 and ending June 19, 2022 by meeting certain quantitative thresholds.

We are currently in the process of evaluating the business combination accounting considerations, including the consideration transferred and the initial purchase price allocation in accordance with the guidance in ASC 805, Business Combinations.