Business Acquisitions | Note 3 – Business Acquisitions Completion of Mergers On April 1, 2022, the Mergers were completed via all-stock merger transactions. Pursuant to the Merger Agreements, DSG issued an aggregate of 10.3 million shares of DSG common stock to the former owners of TestEquity and Gexpro Services. An additional 1.7 million shares of DSG common stock remain potentially issuable upon meeting the conditions of certain earnout provisions. Refer to Note 1 – Nature of Operations and Basis of Presentation for further information regarding the Mergers. The business combination of Lawson, TestEquity and Gexpro Services combines three value added complementary distribution businesses. Lawson is a distributor of products and services to the industrial, commercial, institutional, and governmental MRO marketplace. TestEquity is a distributor of parts and services to the industrial, commercial, institutional and governmental electronics manufacturing and test and measurement market. Gexpro Services is a provider of supply chain solutions, specializing in developing and implementing VMI and kitting programs to high-specification manufacturing customers. Gexpro Services provides critical products and services to customers throughout the lifecycle of highly technical OEM products. Refer to Note 1 – Nature of Operations and Basis of Presentation for more information on the nature of operations for these businesses. The Mergers were accounted for as a reverse merger under the acquisition method of accounting for business combinations, whereby TestEquity and Gexpro Services were identified as the accounting acquirers and were treated as a combined entity for financial reporting purposes, and DSG was identified as the accounting acquiree. Accordingly, under the acquisition method of accounting, the purchase price was allocated to DSG's tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values. These estimates were determined through established and generally accepted valuation techniques. Allocation of Consideration Exchanged Under the acquisition method of accounting, the consideration exchanged was calculated as follows: (in thousands, except share data) April 1, 2022 Number of DSG common shares 9,120,167 DSG closing price per common stock on March 31, 2022 $ 38.54 Fair value of shares exchanged $ 351,491 Other consideration (1) 1,910 Total consideration exchanged $ 353,401 (1) Fair value adjustment of stock-based compensation awards. Due to the publicly traded nature of shares of DSG common stock, the equity issuance of shares of DSG common stock based on this value was considered to be a more reliable measurement of the fair market value of the transaction compared to the equity interests of the accounting acquirer. The allocation of consideration exchanged to the tangible and identifiable intangible assets acquired and liabilities assumed was based on estimated fair values as of the Merger Date. The accounting for the Mergers was complete as of December 31, 2022. Goodwill generated from the Mergers is not deductible for tax purposes. During 2022, the Company recorded measurement period adjustments that resulted in a $8.4 million net decrease to goodwill. The measurement period adjustments were associated with adjustments to the fair value of certain property, plant and equipment, changes in estimates related to leases and changes in the deferred tax liability related to intangible assets. The following table summarizes the allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed at the Merger Date and after applying measurement period adjustments: (in thousands) Merger Date Measurement Period Adjustments Final Purchase Price Allocation Current assets $ 148,308 $ — $ 148,308 Property, plant and equipment 57,053 361 57,414 Right of use assets 17,571 687 18,258 Other intangible assets 119,060 — 119,060 Deferred tax liability, net of deferred tax asset (26,237) 6,843 (19,394) Other assets 18,373 — 18,373 Current liabilities (71,097) (68) (71,165) Long-term obligations (25,722) (24) (25,746) Lease and financing obligations (29,474) 647 (28,827) Derivative earnout liability (43,900) — (43,900) Goodwill 189,466 (8,446) 181,020 Total consideration exchanged $ 353,401 $ — $ 353,401 The allocation of consideration exchanged to other intangible assets acquired is as follows: (in thousands) Fair Value Estimated Life (in years) Customer relationships $ 76,050 19 Trade names 43,010 8 Total other intangible assets $ 119,060 The Company incurred transaction costs related to the Mergers of $12.7 million for 2022 and $2.4 million for 2021 which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). Unaudited Pro Forma Information The following table presents estimated unaudited pro forma consolidated financial information for DSG as if the Mergers and other acquisitions disclosed below occurred on January 1, 2021 for the 2022 acquisitions and January 1, 2020 for the 2021 acquisitions. The unaudited pro forma information reflects adjustments including amortization on acquired intangible assets, interest expense, and the related tax effects. This information is presented for informational purposes only and is not necessarily indicative of future results or the results that would have occurred had the Mergers been completed on the date indicated. Year Ended December 31, (in thousands) 2022 2021 Revenue $ 1,321,978 $ 1,158,798 Net income 20,943 369 Other Acquisitions TestEquity and Gexpro Services acquired other businesses during 2022 and 2021. The consideration exchanged for the acquired businesses included various combinations of cash, sellers notes, and forms of share based payments. The acquisitions were accounted for under ASC 805, the acquisition method of accounting. For each acquisition, the allocation of consideration exchanged to the assets acquired and liabilities assumed was based on estimated acquisition-date fair values. Certain estimated values for the acquisitions, including the valuation of intangibles, contingent consideration, and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuations will be completed within the one-year measurement periods following the respective acquisition dates, and any adjustments will be recorded in the period in which the adjustments are determined. During 2022, TestEquity acquired Interworld Highway, LLC, National Test Equipment, and Instrumex, and Gexpro Services acquired Resolux ApS ("Resolux") and Frontier Technologies Brewton, LLC and Frontier Engineering and Manufacturing Technologies, Inc. ("Frontier"). The accounting for the Interworld Highway, LLC, Resolux and Frontier acquisitions was complete as of December 31, 2022. The purchase consideration for each business acquired and the allocation of the consideration exchanged to the estimated fair values of assets acquired and liabilities assumed is summarized below: (in thousands) Interworld Highway, LLC Resolux Frontier National Test Equipment Instrumex Acquisition date April 29, 2022 January 3, 2022 March 31, 2022 June 1, 2022 December 1, 2022 Total Current assets $ 15,018 $ 10,210 $ 2,881 $ 2,187 $ 3,495 $ 33,791 Property, plant and equipment 313 459 1,189 642 30 2,633 Right of use assets — 1,125 9,313 — — 10,438 Other intangible assets: Customer relationships 6,369 11,400 9,300 2,100 800 29,969 Trade names 4,600 6,100 3,000 — — 13,700 Other assets 10 86 — — 14 110 Accounts payable (8,856) (3,058) (778) (196) (1,305) (14,193) Current portion of long term debt — — — (2,073) — (2,073) Accrued expenses and other liabilities — (4,747) (1,462) (1,171) (153) (7,533) Lease obligation — (1,125) (9,313) — — (10,438) Goodwill 37,236 10,305 11,544 5,703 1,053 65,841 Total purchase consideration exchanged, net of cash acquired $ 54,690 $ 30,755 $ 25,674 $ 7,192 $ 3,934 $ 122,245 Cash consideration $ 54,690 $ 30,755 $ 25,674 $ 6,023 $ 3,934 $ 121,076 Seller's notes — — — 1,169 — 1,169 Total purchase consideration exchanged, net of cash acquired $ 54,690 $ 30,755 $ 25,674 $ 7,192 $ 3,934 $ 122,245 Following the initial fair value measurement, the Company updated the purchase price allocations as follows: • Resolux was adjusted for changes in the deferred tax liability related to intangible assets. The adjustments to these balances resulted in a $3.8 million increase to goodwill. • Frontier was adjusted for the valuation of intangible assets, working capital, accrued expenses and other liabilities. The adjustments to these balances resulted in a $1.2 million increase to goodwill and $0.5 million increase to the total purchase consideration, net of cash acquired. • National Test Equipment was adjusted to reflect changes in working capital, accrued expenses and other liabilities. The adjustments to these balances resulted in a $0.3 million decrease to goodwill. The consideration for the Frontier acquisition includes a potential earn-out payment up to $3.0 million based upon the achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2024. The fair value of the contingent consideration arrangement was classified within Level 3 and was determined using a probability-based scenario analysis approach. As of March 31, 2022 and December 31, 2022, the fair value of the earn-out was $0.9 million and $1.7 million, respectively, with amounts recorded in Accrued expenses and other current liabilities and Other liabilities in the Consolidated Balance Sheets. Changes in the fair value of the earn-out are recorded as a component of Change in fair value of earnout liability in the Consolidated Statements of Operations and Comprehensive Income (Loss). During 2021, TestEquity acquired MCS Test Group Limited ("MCS"), and Gexpro Services acquired Omni Fasteners Inc. ("Omni"), National Engineered Fasteners ("NEF") and State Industrial Supply ("SIS"). These acquisitions were provisionally accounted for as of December 31, 2021. The accounting was completed during the year ended December 31, 2022. The purchase consideration for each business acquired during 2021 and the allocation of the consideration exchanged to the estimated fair values of assets acquired and liabilities assumed is summarized below: (in thousands) Omni NEF SIS MCS Acquisition date June 8, 2021 November 1, 2021 December 31, 2021 July 31, 2021 Total Current assets $ 2,259 $ 19,118 $ 3,551 $ 2,819 $ 27,747 Property, plant and equipment 600 589 125 3,702 5,016 Right of use assets — 1,774 799 — 2,573 Other intangible assets: Customer relationships 2,530 5,007 4,800 2,621 14,958 Trade names 200 2,503 1,500 41 4,244 Other intangible assets 9 — 380 — 389 Accounts payable (50) (3,506) (1,464) (2,523) (7,543) Accrued expenses and other liabilities — (3,332) — (685) (4,017) Lease obligation — (1,774) (799) (2,573) Goodwill 953 — 3,010 7,245 11,208 Gain on bargain purchase — (1,363) — — (1,363) Total purchase consideration exchanged, net of cash acquired $ 6,501 $ 19,016 $ 11,902 $ 13,220 $ 50,639 Cash consideration $ 6,501 $ 16,264 $ 3,545 $ 7,626 $ 33,936 Seller's notes — — 8,357 1,400 9,757 Shared based payments — 2,752 — 4,194 6,946 Total purchase consideration exchanged, net of cash acquired $ 6,501 $ 19,016 $ 11,902 $ 13,220 $ 50,639 A gain on bargain purchase related to the acquisition of NEF was recognized within Other income (expense), net The Company incurred transaction costs related to the other closed acquisitions listed above and other potential future acquisitions of $2.8 million for 2022 and $6.4 million for 2021. As a result of acquisitions completed, the Company recorded tax deductible goodwill of $53.6 million in 2022 and $5.6 million in 2021 that may result in a tax benefit in future periods. Other Acquisitions Pro Forma Information - The pro forma information for other acquisitions was included in the estimated unaudited pro forma consolidated financial information for DSG, which is presented above under Pro Forma Information . Actual Results of Business Acquisitions The following table presents actual results attributable to our business combinations that were included in the consolidated financial statements for the years ended December 31, 2022 and 2021. The 2022 and 2021 results only reflect the results attributable to the acquisitions completed in those respective years. The results of DSG's legacy Lawson business are included only subsequent to the April 1, 2022 Merger Date, and the results for other acquisitions are only included subsequent to their respective acquisition dates provided above. Year Ended December 31, 2022 Year Ended December 31, 2021 (in thousands) Lawson Other Acquisitions Total Lawson Other Acquisitions Total Revenue $ 373,738 $ 151,217 $ 524,955 $ — $ 10,847 $ 10,847 Net Income $ 15,283 $ 8,670 $ 23,953 $ — $ (391) $ (391) |