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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 27, 2024
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS ​ In accordance with ASC Topic 855, Subsequent Events, the Company evaluates subsequent events up until the date the Condensed Consolidated Financial Statements are issued. ​ On October 23, 2024 (the “Enica Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired substantially all of the assets of Enica Engineering, PLLC. (“Enica”), pursuant to the terms of the Asset Purchase Agreement, dated as of October 23, 2024 (the “Enica Agreement”), by and among the Company, WES, Genesys, Enica, and Reed Berinato (“Berinato”) and Mark Prewett (“Prewett” and, together with Berinato, the “Enica Members”). ​ Pursuant to the terms of the Enica Agreement, the purchase price consists of (i) $12.0 million to be paid in cash on the Enica Closing Date (subject to holdbacks and adjustments) and (ii) up to $6.0 million in cash if Enica exceeds certain financial targets during the two years after the Enica Closing Date; for a potential maximum purchase price of $18.0 million. The Enica Agreement contains customary representations and warranties regarding the Company, WES, Genesys, Enica, and the Enica members, indemnification provisions and other provisions customary for transactions of this nature. Pursuant to the terms of the Agreement, the Company, WES, and Genesys provided guarantees to the Enica Members which guarantee certain of Enica’s obligations under the Enica Agreement. The Company used cash on hand to fund the initial purchase price. Enica is an energy efficiency company that provides an array of services around energy projects, metering, and consulting services to help its customers drive energy efficiency, decarbonization, and energy reduction. Enica’s financial information will be included within the Company’s Energy segment beginning in the fourth quarter of fiscal year 2024 and the Company expects to finalize the purchase price allocation related to this transaction by the end of the second quarter of fiscal year 2025. ​ ​ ​ ​

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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