Business Acquisitions | Note 3 – Business Acquisitions DSG and its operating companies acquired businesses during the first three months of 2024 and the year ended December 31, 2023. 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. The final valuations will be completed within the one-year measurement period following the respective acquisition date, and any adjustments will be recorded in the period in which the adjustments are determined. 2024 Acquisition On January 19, 2024, DSG acquired 100% of the certain assets of Safety Supply Illinois LLC, conducting business as Emergent Safety Supply (“ESS” and the “ESS Transaction”), with a purchase price of $9.9 million. ESS is a national distributor of safety products based near Chicago in Batavia, Illinois that generates annual sales of approximately $13 million. ESS was acquired to expand Lawson’s safety product category. Accordingly, the results of operations of ESS are included within the Lawson reportable segment. The acquisition was funded using DSG’s cash on hand. The following table summarizes the preliminary allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed, including the allocation to other intangible assets acquired: Emergent Safety Supply (in thousands) January 19, 2024 Acquisition Date Accounts receivable (1) $ 1,363 Inventory 1,399 Other current assets 10 Property, plant and equipment 228 Right of use assets 550 Other intangible assets: Customer relationships 2,700 Trade names 1,400 Other assets 11 Accounts payable (205) Lease liabilities (550) Accrued expenses and other liabilities (25) Goodwill 2,973 Total purchase consideration exchanged, net of cash acquired $ 9,854 Cash consideration $ 8,904 Deferred consideration 950 Total purchase consideration exchanged, net of cash acquired $ 9,854 (1) Accounts receivable had an estimated fair value of $1.4 million and a gross contractual value of $1.4 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected. Certain estimated values for the ESS Transaction, including the valuation of intangibles and property, plant and equipment, are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the date of acquisition. The customer relationships and trade names intangible assets have estimated useful lives of 16 years and 8 years, respectively. As a result of the ESS Transaction, the Company recorded tax deductible goodwill of $3.0 million in 2024 that may result in a tax benefit in future periods and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities. 2023 Acquisition On June 8, 2023, DSG acquired all of the issued and outstanding capital stock of HIS Company, Inc., a Texas corporation (“Hisco” and the “Hisco Transaction”), a distributor of specialty products serving industrial technology applications, pursuant to a Stock Purchase Agreement dated March 30, 2023 (the “Purchase Agreement”). In connection with this transaction, DSG combined the operations of TestEquity and Hisco, further expanding the product and service offerings at TestEquity, as well as all of our operating businesses under DSG. The total purchase consideration exchanged for the Hisco Transaction was $267.3 million, net of cash acquired of $12.2 million, with a potential additional earn-out payment subject to Hisco achieving certain performance targets. Refer to Note 8 – Earnout Liabilities for additional information on the earn-out. DSG will also pay $37.5 million in cash or DSG common stock in retention bonuses to certain Hisco employees that remain employed with Hisco or its affiliates for at least twelve months after the closing of the Hisco Transaction. For the three months ended March 31, 2024, $9.6 million was recorded as compensation expense over the service period for the retention bonuses as a component of Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). DSG funded the Hisco Transaction with borrowings under its 2023 Amended Credit Agreement (as defined below) and proceeds raised from the Rights Offering (as defined below). Refer to Note 9 – Debt for information about the 2023 Amended Credit Agreement and Note 11 – Stockholders’ Equity for details on the Rights Offering. The Purchase Agreement allowed certain eligible Hisco employees to invest all or a portion of their respective closing payment in DSG common stock at $22.50 per share, up to an aggregate value of DSG common stock issued to such eligible Hisco employees of $25.0 million. During the third quarter of 2023, the Company issued 144,608 shares of DSG common stock to the eligible Hisco employees and received approximately $3.3 million. During the third quarter of 2023, approximately $0.4 million was recorded as compensation expense for the discount between the prevailing market price of the DSG common stock on the date of purchase and the purchase price of $22.50 per share as a component of Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The following table summarizes the preliminary allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed, including the allocation to other intangible assets acquired: Hisco (in thousands) June 8, 2023 Measurement Period Adjustments Adjusted Total Accounts receivable (1) $ 66,792 $ (2,269) $ 64,523 Inventory 61,300 (645) 60,655 Other current assets 3,858 350 4,208 Property, plant and equipment 48,326 — 48,326 Right of use assets 21,102 1,188 22,290 Other intangible assets: Customer relationships 41,800 (1,800) 40,000 Trade names 25,600 (300) 25,300 Deferred tax liability, net of deferred tax asset (2,544) 81 (2,463) Other assets 2,495 — 2,495 Accounts payable (16,689) — (16,689) Lease liabilities (22,372) 293 (22,079) Accrued expenses and other liabilities (8,961) (289) (9,250) Goodwill 49,718 232 49,950 Total purchase consideration exchanged, net of cash acquired $ 270,425 $ (3,159) $ 267,266 Cash consideration $ 252,007 $ — $ 252,007 Deferred consideration (2) 12,418 2,741 15,159 Contingent consideration 6,000 (5,900) 100 Total purchase consideration exchanged, net of cash acquired $ 270,425 $ (3,159) $ 267,266 (1) Accounts receivable had an estimated fair value of $64.5 million and a gross contractual value of $66.8 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected. (2) The Company paid $4.2 million of the Hisco deferred consideration during the three months ended March 31, 2024 . Certain estimated values for the Hisco Transaction, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the date of acquisition. Following the initial fair value measurement, the Company updated the purchase price allocation for Hisco primarily related to the ongoing review of the opening balance sheet and contractual working capital adjustments and revised certain assumptions used in estimating the fair value of the contingent consideration. During 2023, the adjustments to these balances resulted in a $0.2 million increase to goodwill and a $3.2 million decrease to the total purchase consideration, net of cash acquired. The customer relationships and trade names intangible assets have estimated useful lives of 12 years and 8 years, respectively. As a result of the Hisco Transaction, the Company recorded tax deductible goodwill of $41.4 million in 2023 that may result in a tax benefit in future periods and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities. Unaudited Pro Forma Information The following table presents estimated unaudited pro forma consolidated financial information for DSG as if the acquisitions disclosed above occurred on January 1, 2023 for the acquisition completed during 2024 and January 1, 2022 for the acquisitions completed during 2023. 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 acquisitions been completed on the date indicated. Three Months Ended March 31, (in thousands) 2024 2023 Revenue $ 416,527 $ 456,045 Net income $ (5,131) $ 13,868 Actual Results of Business Acquisitions The following table presents actual results attributable to our acquisitions that were included in the unaudited condensed consolidated financial statements for the first three months of 2024 and 2023. The results for these acquisitions are only included subsequent to their respective acquisition dates provided above. Three Months Ended March 31, (in thousands) 2024 2023 Revenue $ 2,288 $ — Net Income $ 67 $ — The Company incurred transaction and integration costs related to completed and contemplated acquisitions of $2.0 million for the three months ended March 31, 2024 and $4.1 million for the three months ended March 31, 2023, which are included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). |