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Business Acquisitions (Tables) | 6 Months Ended
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Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Schedule of Estimated Fair Values of 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, including the allocation to other intangible assets acquired:
|  | S&S Automotive |  |  |  |
(in thousands) |  | May 1, 2024 Acquisition Date |  |  |  |
Accounts receivable |  | $ | 4,100 |  |  |  |  |
Inventory |  | 7,100 |  |  |  |  |
Other current assets |  | 306 |  |  |  |  |
Property, plant and equipment |  | 2,351 |  |  |  |  |
Right of use assets |  | 7,581 |  |  |  |  |
Other intangible assets: |  |  |  |  |  |
Customer relationships |  | 30,200 |  |  |  |  |
Trade names |  | 12,200 |  |  |  |  |
Other assets |  | 35 |  |  |  |  |
Accounts payable |  | (1,120) |  |  |  |  |
Lease liabilities |  | (7,604) |  |  |  |  |
Accrued expenses and other liabilities |  | (1,989) |  |  |  |  |
Goodwill |  | 26,892 |  |  |  |  |
Total purchase consideration exchanged, net of cash acquired |  | $ | 80,052 |  |  |  |  |
Cash consideration |  | $ | 78,659 |  |  |  |  |
Deferred consideration(1) |  | 1,393 |  |  |  |  |
Total purchase consideration exchanged, net of cash acquired |  | $ | 80,052 |  |  |  |  |
(1) The Company paid $0.7 million of the S&S Automotive deferred consideration during the three and six months ended June 30, 2024. 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 |  | Measurement Period Adjustments |  | Adjusted Total
Accounts receivable |  | $ | 1,363 |  |  | $ | — |  |  | $ | 1,363 |
Inventory |  | 1,399 |  |  | — |  |  | 1,399 |
Other current assets |  | 10 |  |  | — |  |  | 10 |
Property, plant and equipment |  | 228 |  |  | — |  |  | 228 |
Right of use assets |  | 550 |  |  | — |  |  | 550 |
Other intangible assets: |  |  |  |  |  |
Customer relationships |  | 2,700 |  |  | 100 |  |  | 2,800 |
Trade names |  | 1,400 |  |  | — |  |  | 1,400 |
Other assets |  | 11 |  |  | — |  |  | 11 |
Accounts payable |  | (205) |  |  | — |  |  | (205) |
Lease liabilities |  | (550) |  |  | — |  |  | (550) |
Accrued expenses and other liabilities |  | (25) |  |  | — |  |  | (25) |
Goodwill |  | 2,973 |  |  | (100) |  |  | 2,873 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 9,854 |  |  | $ | — |  |  | $ | 9,854 |
Cash consideration |  | $ | 8,904 |  |  | $ | — |  |  | $ | 8,904 |
Deferred consideration |  | 950 |  |  | — |  |  | 950 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 9,854 |  |  | $ | — |  |  | $ | 9,854 |
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:
|  | Hisco
(in thousands) |  | June 8, 2023 Acquisition Date |  | 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 |  |  | 122 |  |  | 49,840 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 270,425 |  |  | $ | (3,269) |  |  | $ | 267,156 |
Cash consideration |  | $ | 252,007 |  |  | $ | — |  |  | $ | 252,007 |
Deferred consideration(2) |  | 12,418 |  |  | 2,631 |  |  | 15,049 |
Contingent consideration |  | 6,000 |  |  | (5,900) |  |  | 100 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 270,425 |  |  | $ | (3,269) |  |  | $ | 267,156 |
(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 $3.0 million and $7.2 million of the Hisco deferred consideration during the three and six months ended June 30, 2024, respectively and $7.8 million during 2023. As of June 30, 2024, there is no deferred consideration remaining.
Schedule of Unaudited Pro Forma Information and Actual Results of Business Acquisitions | 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 acquisitions completed during 2024 and January 1, 2022 for the acquisition 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 June 30, |  | Six Months Ended June 30,
(in thousands) | 2024 |  | 2023 |  | 2024 |  | 2023
Revenue | $ | 443,067 |  |  | $ | 469,269 |  |  | $ | 869,217 |  |  | $ | 935,205 |
Net income | $ | 191 |  |  | $ | 4,233 |  |  | $ | (5,476) |  |  | $ | 6,606 |
The following table presents actual results attributable to our acquisitions that were included in the unaudited condensed consolidated financial statements for the second quarter and first six 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, |  | Six Months Ended June 30,
(in thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
Revenue |  | $ | 10,112 |  |  | $ | 28,001 |  |  | $ | 12,401 |  |  | $ | 28,001 |
Net Income |  | $ | (467) |  |  | $ | (865) |  |  | $ | (411) |  |  | $ | (865) |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
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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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