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Business Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Business Acquisitions, by Acquisition | Under the acquisition method of accounting, the estimated consideration exchanged was calculated as follows:
(in thousands, except share data) |  | April 1, 2022
Number of DSG common shares exchanged |  | 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.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary 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 |  | Adjusted Total |  |
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) |  |  | 39 |  |  | (26,198) |  |  |
Other assets |  | 18,373 |  |  | — |  |  | 18,373 |  |  |
Current liabilities |  | (71,097) |  |  | (68) |  |  | (71,165) |  |  |
Long-term obligations |  | (25,722) |  |  | 20 |  |  | (25,702) |  |  |
Lease and financing obligations |  | (29,474) |  |  | 647 |  |  | (28,827) |  |  |
Derivative earnout liability |  | (43,900) |  |  | — |  |  | (43,900) |  |  |
Goodwill |  | 189,466 |  |  | (1,686) |  |  | 187,780 |  |  |
Total consideration exchanged |  | $ | 353,401 |  |  | $ | — |  |  | $ | 353,401 |  |  |
The purchase consideration for each business acquired and the preliminary 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 |  |  |  |
Acquisition date |  | April 29, 2022 |  | January 3, 2022 |  | March 31, 2022 |  | June 1, 2022 |  | Total |  |
Current assets |  | $ | 15,018 |  |  | $ | 8,551 |  |  | $ | 3,381 |  |  | $ | 2,789 |  |  | $ | 29,739 |  |  |
Property, plant and equipment |  | 313 |  |  | 459 |  |  | 1,065 |  |  | 642 |  |  | 2,479 |  |  |
Right of use assets |  | — |  |  | 1,125 |  |  | 9,313 |  |  | — |  |  | 10,438 |  |  |
Other intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Customer relationships |  | 6,369 |  |  | 11,400 |  |  | 9,300 |  |  | 2,100 |  |  | 29,169 |  |  |
Trade names |  | 4,600 |  |  | 6,100 |  |  | 3,000 |  |  | — |  |  | 13,700 |  |  |
Other assets |  | 10 |  |  | 1,745 |  |  | — |  |  | — |  |  | 1,755 |  |  |
Accounts payable |  | (8,856) |  |  | (3,058) |  |  | (778) |  |  | (2,268) |  |  | (14,960) |  |  |
Accrued expenses and other liabilities |  | — |  |  | (939) |  |  | (1,461) |  |  | (1,169) |  |  | (3,569) |  |  |
Lease obligation |  | — |  |  | (1,125) |  |  | (9,313) |  |  | — |  |  | (10,438) |  |  |
Goodwill |  | 37,236 |  |  | 6,498 |  |  | 11,667 |  |  | 5,701 |  |  | 61,102 |  |  |
Total purchase consideration exchanged, net of cash acquired |  | $ | 54,690 |  |  | $ | 30,756 |  |  | $ | 26,174 |  |  | $ | 7,795 |  |  | $ | 119,415 |  |  |
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(1) |  | SIS |  | MCS |  |  |  |
Acquisition date |  | June 8, 2021 |  | November 1, 2021 |  | December 31, 2021 |  | July 31, 2021 |  | Total |  |
Current assets |  | $ | 2,259 |  |  | $ | 17,882 |  |  | $ | 3,541 |  |  | $ | 6,521 |  |  | $ | 30,203 |  |  |
Property, plant and equipment |  | 600 |  |  | 589 |  |  | 125 |  |  | — |  |  | 1,314 |  |  |
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 |  |  |
Other assets |  | — |  |  | 1,236 |  |  | 10 |  |  | — |  |  | 1,246 |  |  |
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 |  |  |
(1)The consideration exchanged in the NEF acquisition included a shared-based payment valued at $2.8 million with the remainder of the payment in cash.
Acquisition 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.
| Three Months Ended September 30, |  | Nine Months Ended September 30,
(in thousands) | 2022 |  | 2021 |  | 2022 |  | 2021
Revenue | $ | 347,151 |  |  | $ | 289,612 |  |  | $ | 986,572 |  |  | $ | 869,340 |
Net income | 14,860 |  |  | 12,400 |  |  | 19,655 |  |  | 16,053 |
The following table presents actual results attributable to our business combinations that were included in the unaudited condensed consolidated financial statements for the third quarter and first nine months of 2022 and 2021. 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.
(in thousands) | Three Months Ended September 30, 2022 |  | Three Months Ended September 30, 2021
| Lawson |  | Other Acquisitions |  | Total |  | Lawson |  | Other Acquisitions |  | Total
Revenue | $ | 126,693 |  |  | $ | 71,216 |  |  | $ | 197,909 |  |  | $ | — |  |  | $ | 2,803 |  |  | $ | 2,803 |
Net Income | $ | 8,282 |  |  | $ | 4,363 |  |  | $ | 12,645 |  |  | $ | — |  |  | $ | 545 |  |  | $ | 545 |
| Nine Months Ended September 30, 2022 |  | Nine Months Ended September 30, 2021
| Lawson |  | Other Acquisitions |  | Total |  | Lawson |  | Other Acquisitions |  | Total
Revenue | $ | 250,364 |  |  | $ | 146,742 |  |  | $ | 397,106 |  |  | $ | — |  |  | $ | 3,271 |  |  | $ | 3,271 |
Net Income | $ | 12,883 |  |  | $ | 12,651 |  |  | $ | 25,534 |  |  | $ | — |  |  | $ | 233 |  |  | $ | 233 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The preliminary 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 |  |  |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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