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Business Acquisitions (Tables) | 6 Months Ended
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Jun. 30, 2023
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 |  | 9,120,167
DSG common stock closing price per share 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 allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed at the Merger Date after applying measurement period adjustments:
(in thousands) |  |  |  |  |  | Final Purchase Price Allocation |  |
Current assets |  |  |  |  |  | $ | 148,308 |  |  |
Property, plant and equipment |  |  |  |  |  | 57,414 |  |  |
Right of use assets |  |  |  |  |  | 18,258 |  |  |
Other intangible assets |  |  |  |  |  | 119,060 |  |  |
Deferred tax liability, net of deferred tax asset |  |  |  |  |  | (19,394) |  |  |
Other assets |  |  |  |  |  | 18,373 |  |  |
Current liabilities |  |  |  |  |  | (71,165) |  |  |
Long-term obligations |  |  |  |  |  | (25,746) |  |  |
Lease and financing obligations |  |  |  |  |  | (28,827) |  |  |
Derivative earnout liability |  |  |  |  |  | (43,900) |  |  |
Goodwill |  |  |  |  |  | 181,020 |  |  |
Total consideration exchanged |  |  |  |  |  | $ | 353,401 |  |  |
The following table summarizes the allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed, including the allocation to other intangible assets acquired:
(in thousands) |  | Hisco
Acquisition date |  | June 8, 2023
Current assets |  | $ | 131,950 |
Property, plant and equipment |  | 48,326 |
Right of use assets |  | 21,102 |
Other intangible assets: |  |
Customer relationships |  | 41,800 |
Trade names |  | 25,600 |
Deferred tax liability, net of deferred tax asset |  | (2,544) |
Other assets |  | 2,495 |
Accounts payable |  | (16,689) |
Lease liabilities |  | (22,372) |
Accrued expenses and other liabilities |  | (8,961) |
Goodwill |  | 49,718 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 270,425 |
Cash consideration |  | $ | 252,007 |
Deferred consideration |  | 12,418 |
Contingent consideration |  | 6,000 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 270,425 |
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 liabilities |  | — |  |  | (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 |  |  |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of consideration exchanged to other intangible assets acquired was 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 |  |  |
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 above occurred on January 1, 2022 for the acquisition completed during 2023 and January 1, 2021 for the acquisitions completed during 2022. 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 and other acquisitions been completed on the date indicated.
| Three Months Ended June 30, |  | Six Months Ended June 30,
(in thousands) | 2023 |  | 2022 |  | 2023 |  | 2022
Revenue | $ | 455,431 |  |  | $ | 439,418 |  |  | $ | 908,317 |  |  | $ | 848,628 |
Net income | $ | 2,126 |  |  | $ | (5,173) |  |  | $ | 7,040 |  |  | $ | 6,056 |
The following table presents actual results attributable to our business combinations that were included in the unaudited condensed consolidated financial statements for the second quarter and first six months of 2023 and 2022. 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.
| Three Months Ended June 30, 2023 |  | Three Months Ended June 30, 2022
(in thousands) | Lawson |  | Other Acquisitions |  | Total |  | Lawson |  | Other Acquisitions |  | Total
Revenue | $ | — |  |  | $ | 28,001 |  |  | $ | 28,001 |  |  | $ | 123,670 |  |  | $ | 52,739 |  |  | $ | 176,409 |
Net Income | $ | — |  |  | $ | (865) |  |  | $ | (865) |  |  | $ | 3,084 |  |  | $ | 5,316 |  |  | $ | 8,400 |
| Six Months Ended June 30, 2023 |  | Six Months Ended June 30, 2022
| Lawson |  | Other Acquisitions |  | Total |  | Lawson |  | Other Acquisitions |  | Total
Revenue | $ | — |  |  | $ | 28,001 |  |  | $ | 28,001 |  |  | $ | 123,670 |  |  | $ | 75,522 |  |  | $ | 199,192 |
Net Income | $ | — |  |  | $ | (865) |  |  | $ | (865) |  |  | $ | 3,084 |  |  | $ | 8,285 |  |  | $ | 11,369 |

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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 -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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