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Business and Asset Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
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:
|  | ConRes TE
(in thousands) |  | November 18, 2024 Acquisition Date
Inventory |  | $ | 789 |
Property, plant and equipment |  | 16,211 |
Right of use assets |  | 414 |
Lease liabilities |  | (414) |
Total purchase consideration exchanged, net of cash acquired |  | $ | 17,000 |
Cash consideration |  | $ | 15,725 |
Deferred consideration(1) |  | 1,275 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 17,000 |
(1) The Company paid $0.0 million of the ConRes TE deferred consideration during the year ended December 31, 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:
|  | Tech-Component Resources Pte Ltd
(in thousands) |  | October 30, 2024 Acquisition Date
Accounts receivable |  | $ | 923 |
Inventory |  | 793 |
Other current assets |  | 526 |
Property, plant and equipment |  | 17 |
Right of use assets |  | 5 |
Other intangible assets: |  |
Customer relationships |  | 2,250 |
Trade names |  | 1,000 |
Deferred tax liability, net of deferred tax asset |  | (641) |
Accounts payable |  | (295) |
Lease liabilities |  | (5) |
Accrued expenses and other liabilities |  | (65) |
Goodwill |  | 1,372 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 5,880 |
Cash consideration |  | $ | 4,925 |
Deferred consideration(1) |  | 955 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 5,880 |
(1) The Company paid $0.0 million of the TCR deferred consideration during the year ended December 31, 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:
|  | Source Atlantic
(in thousands) |  | August 14, 2024 Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Total
Accounts receivable(1) |  | $ | 33,679 |  |  | $ | — |  |  | $ | 33,679 |
Inventory |  | 28,427 |  |  | — |  |  | 28,427 |
Other current assets |  | 1,846 |  |  | — |  |  | 1,846 |
Property, plant and equipment |  | 21,217 |  |  | (22) |  |  | 21,195 |
Right of use assets |  | 6,780 |  |  | — |  |  | 6,780 |
Other intangible assets: |  |  |  |  |  |
Customer relationships |  | 11,035 |  |  | 1,242 |  |  | 12,277 |
Trade names |  | 10,012 |  |  | 804 |  |  | 10,816 |
Deferred tax liability, net of deferred tax asset |  | (10,314) |  |  | (448) |  |  | (10,762) |
Accounts payable |  | (17,857) |  |  | — |  |  | (17,857) |
Lease liabilities |  | (6,780) |  |  | — |  |  | (6,780) |
Accrued expenses and other liabilities |  | (5,422) |  |  | — |  |  | (5,422) |
Goodwill |  | 30,518 |  |  | (1,576) |  |  | 28,942 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 103,141 |  |  | $ | — |  |  | $ | 103,141 |
Cash consideration |  | $ | 98,756 |  |  | $ | — |  |  | $ | 98,756 |
Deferred consideration(2) |  | 4,385 |  |  | — |  |  | 4,385 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 103,141 |  |  | $ | — |  |  | $ | 103,141 |
(1) Accounts receivable had an estimated fair value of $33.7 million and a gross contractual value of $34.3 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected. (2) The Company paid $0.0 million of the Source Atlantic deferred consideration during the year ended December 31, 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:
|  | S&S Automotive
(in thousands) |  | May 1, 2024 Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Total
Accounts receivable |  | $ | 4,100 |  |  | $ | — |  |  | $ | 4,100 |
Inventory |  | 7,100 |  |  | (203) |  |  | 6,897 |
Other current assets |  | 306 |  |  | — |  |  | 306 |
Property, plant and equipment |  | 2,351 |  |  | (223) |  |  | 2,128 |
Right of use assets |  | 7,581 |  |  | — |  |  | 7,581 |
Other intangible assets: |  |  |  |  |  |
Customer relationships |  | 30,200 |  |  | (6,700) |  |  | 23,500 |
Trade names |  | 12,200 |  |  | (300) |  |  | 11,900 |
Other assets |  | 35 |  |  | 3 |  |  | 38 |
Accounts payable |  | (1,120) |  |  | — |  |  | (1,120) |
Lease liabilities |  | (7,604) |  |  | — |  |  | (7,604) |
Accrued expenses and other liabilities |  | (1,989) |  |  | — |  |  | (1,989) |
Goodwill |  | 26,892 |  |  | 7,423 |  |  | 34,315 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 80,052 |  |  | $ | — |  |  | $ | 80,052 |
Cash consideration |  | $ | 78,659 |  |  | $ | — |  |  | $ | 78,659 |
Deferred consideration(1) |  | 1,393 |  |  | — |  |  | 1,393 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 80,052 |  |  | $ | — |  |  | $ | 80,052 |
(1) The Company paid $0.9 million of the S&S Automotive deferred consideration during the year ended December 31, 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) |  |  | 11 |  |  | (14) |
Goodwill |  | 2,973 |  |  | (111) |  |  | 2,862 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 9,854 |  |  | $ | — |  |  | $ | 9,854 |
Cash consideration |  | $ | 8,904 |  |  | $ | — |  |  | $ | 8,904 |
Deferred consideration(1) |  | 950 |  |  | — |  |  | 950 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 9,854 |  |  | $ | — |  |  | $ | 9,854 |
(1) The Company paid $0.2 million of the ESS deferred consideration during the year ended December 31, 2024. 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 $7.2 million of the Hisco deferred consideration during 2024 and $7.8 million during 2023. As of December 31, 2024, there is no deferred consideration remaining. The consideration exchanged for these acquired businesses included various combinations of cash and sellers' notes.
(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 |  |
Cash consideration |  | $ | 54,690 |  |  | $ | 30,755 |  |  | $ | 25,674 |  |  | $ | 6,023 |  |  | $ | 1,818 |  |  | $ | 118,960 |  |  |
Seller's notes |  | — |  |  | — |  |  | — |  |  | 1,169 |  |  | — |  |  | 1,169 |  |  |
Deferred consideration |  | — |  |  | — |  |  | — |  |  | — |  |  | 474 |  |  | 474 |  |  |
Total purchase consideration exchanged, net of cash acquired |  | $ | 54,690 |  |  | $ | 30,755 |  |  | $ | 25,674 |  |  | $ | 7,192 |  |  | $ | 2,292 |  |  | $ | 120,603 |  |  |
Schedule of Business Acquisitions, by Acquisition | 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 |  | 18,240,334
DSG common stock closing price per share on March 31, 2022 |  | $ | 19.27 |
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 Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | 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 |  |  |
Schedule of Acquisition 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, January 1, 2022 for the acquisitions 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 acquisitions been completed on the date indicated.
| Year Ended December 31,
(in thousands) | 2024 |  | 2023 |  | 2022
Revenue | $ | 1,941,867 |  |  | $ | 1,998,209 |  |  | $ | 1,753,939 |
Net income | $ | (13,722) |  |  | $ | (3,855) |  |  | $ | (6,264) |
The following table presents actual results attributable to our acquisitions that were included in the consolidated financial statements for the years ended December 31, 2024, 2023 and 2022. The results for these acquisitions are only included subsequent to their respective acquisition dates provided above.
|  |  |  |  | Year Ended December 31,
(in thousands) |  |  |  |  | 2024 |  |  |  |  |  | 2023 |  |  |  |  |  | 2022
Revenue |  |  |  |  | $ | 111,566 |  |  |  |  |  |  | $ | 229,358 |  |  |  |  |  |  | $ | 524,955 |
Net income |  |  |  |  | $ | 4,095 |  |  |  |  |  |  | $ | (14,478) |  |  |  |  |  |  | $ | 23,953 |

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