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Note 11 - Subsequent Event
12 Months Ended
Mar. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 11 SUBSEQUENT EVENT

 

Effective  April 15, 2024, the Company acquired Becnel Rental Tools, LLC, a privately-held Louisiana limited liability company (“Becnel”), pursuant to an Agreement and Plan of Merger (the “Agreement”), by and among the Company, Becnel and the other parties thereto. Becnel is an ISO 9001:2015 certified provider of rental tools and services primarily utilized in the decommissioning and maintenance of oil wells. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s rental capabilities.

 

Pursuant to the Agreement, the Company acquired Becnel for approximately $50.8 million, consisting of a combination of (i) $17.5 million in cash and (ii) approximately $33.3 million of common stock, or 301,707 shares of common stock. Of the acquisition consideration, approximately $1.5 million in cash and approximately $1.0 million in shares of common stock, or 9,283 shares, are subject to certain customary holdback provisions.

 

The purchase price allocation has not been finalized, due to the timing of the acquisition and the filing date of this Annual Report on Form 10-K. Therefore, the allocation of the purchase price to the assets acquired and liabilities assumed, including values to be recognized for goodwill and other intangible assets, will be disclosed in the Quarterly Report on Form 10-Q for the fiscal quarter ending June 29, 2024. The pro forma results of operations from the Becnel acquisition will be disclosed in the Quarterly Report on Form 10-Q for the fiscal quarter ending June 29, 2024. The goodwill related to Becnel is not expected to be deductible for income tax purposes. The goodwill and intangible assets relating to the Becnel acquisition will be allocated to the Distribution segment.

 

On May 20, 2024, the Company entered into the Second Amendment to the Purchase Agreement relating to the purchase of all of the outstanding capital stock of NEXA to amend the earn-out terms under the Purchase Agreement. See Note 9 for further information on the Second Amendment.