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Business and Asset Acquisitions | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business and Asset Acquisitions | Note 3 – Business and Asset Acquisitions DSG and its operating companies acquired businesses during the year ended December 31, 2024. 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 Acquisitions ConRes Test Equipment On November 18, 2024, DSG acquired the assets of ConRes Test Equipment, (“ConRes TE” and the “ConRes TE Transaction”), for a purchase price of approximately $17.0 million. These assets were acquired to expand TestEquity’s test equipment offerings and value-add service capabilities in all of our end markets. The results of operations from the additional assets acquired from ConRes TE are included within the TestEquity reportable segment. The acquisition was funded using DSG’s cash on hand and its revolving credit facility. This acquisition was accounted for as an asset acquisition because substantially all of the fair value of the acquired assets were concentrated in property, plant and equipment. 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 three months ended March 31, 2025 and $0.0 million during the year ended December 31, 2024. Tech-Component Resources Pte Ltd On October 30, 2024, DSG acquired all of the issued and outstanding capital stock of Tech-Component Resources Pte LTD (“TCR” and the “TCR Transaction”) for a purchase price of approximately $5.9 million, net of cash acquired of $1.9 million. TCR is a distributor of fasteners, mechanical components, and other industrial products in Southeast Asia. TCR was acquired to provide us with a strategic foothold in this growing region. The results of operations of TCR are included within the Gexpro Services reportable segment. The acquisition was funded using DSG’s cash on hand and its revolving credit facility. 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 |  | Measurement Period Adjustments |  | Adjusted Total
Accounts receivable |  | $ | 923 |  |  | $ | — |  |  | $ | 923 |
Inventory |  | 793 |  |  | 72 |  |  | 865 |
Other current assets |  | 526 |  |  | — |  |  | 526 |
Property, plant and equipment |  | 17 |  |  | — |  |  | 17 |
Right of use assets |  | 5 |  |  | — |  |  | 5 |
Other intangible assets: |  |  |  |  |  |
Customer relationships |  | 2,250 |  |  | — |  |  | 2,250 |
Trade names |  | 1,000 |  |  | — |  |  | 1,000 |
Deferred tax liability, net of deferred tax asset |  | (641) |  |  | — |  |  | (641) |
Accounts payable |  | (295) |  |  | (17) |  |  | (312) |
Lease liabilities |  | (5) |  |  | — |  |  | (5) |
Accrued expenses and other liabilities |  | (65) |  |  | (30) |  |  | (95) |
Goodwill |  | 1,372 |  |  | (25) |  |  | 1,347 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 5,880 |  |  | $ | — |  |  | $ | 5,880 |
Cash consideration |  | $ | 4,925 |  |  | $ | — |  |  | $ | 4,925 |
Deferred consideration(1) |  | 955 |  |  | — |  |  | 955 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 5,880 |  |  | $ | — |  |  | $ | 5,880 |
(1) The Company paid $0.0 million of the TCR deferred consideration during the three months ended March 31, 2025 and $0.0 million during the year ended December 31, 2024. Certain estimated values for the TCR Transaction, including working capital and other liability adjustments, right of use assets, the valuation of intangibles and property, plant and equipment and income taxes 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 ten years. Goodwill generated from the TCR Transaction is not deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities. Source Atlantic On August 14, 2024, DSG acquired all of the issued and outstanding capital stock of Source Atlantic Limited (“Source Atlantic” and the “Source Atlantic Transaction”) for a purchase price of approximately $103.5 million, net of cash acquired of $4.4 million. Source Atlantic, headquartered in Saint John, New Brunswick, Canada, is a wholesale distributor of industrial MRO supplies, safety products, fasteners, and related value-add services for the Canadian MRO market. Source Atlantic has 24 branch locations across Canada with a heavy focus in Eastern Canada. Source Atlantic was acquired to expand DSG’s operating footprint in the Canadian market. The results of operations of Source Atlantic are included within the Canada Branch Division reportable segment. The acquisition was funded with borrowings under the Company’s Amended Credit Agreement. Refer to Note 9 – Debt for information about the Amended Credit Agreement. 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 |  |  | — |  |  | 21,217 |
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) |  |  | (1,030) |  |  | (11,344) |
Accounts payable |  | (17,857) |  |  | — |  |  | (17,857) |
Lease liabilities |  | (6,780) |  |  | — |  |  | (6,780) |
Accrued expenses and other liabilities |  | (5,422) |  |  | — |  |  | (5,422) |
Goodwill |  | 30,518 |  |  | (705) |  |  | 29,813 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 103,141 |  |  | $ | 311 |  |  | $ | 103,452 |
Cash consideration |  | $ | 98,756 |  |  | $ | — |  |  | $ | 98,756 |
Deferred consideration(2) |  | 4,385 |  |  | 311 |  |  | 4,696 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 103,141 |  |  | $ | 311 |  |  | $ | 103,452 |
(1) Accounts receivable had an estimated fair value of $33.7 million and a gross contractual value of $34.3 million. The differe nce 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 three months ended March 31, 2025 $0.0 million and during the year ended December 31, 2024. Certain estimated values for the Source Atlantic Transaction, including working capital and other liability adjustments, right of use assets, the valuation of intangibles and property, plant and equipment and income taxes 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 Source Atlantic primarily related to the ongoing review of the opening balance sheet and revised certain assumptions used in estimating the fair value. The adjustments resulted in a $2.0 million increase to customer relationships and trade names, a $0.7 million decrease to goodwill. Total purchase consideration, net of cash acquired increased due to working capital and other adjustments in accordance with the purchase agreement of $0.3 million The customer relationships and trade names intangible assets have estimated useful lives of 17 years and 8 years, respectively. Goodwill generated from the Source Atlantic Transaction is not deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities. S&S Automotive On May 1, 2024, DSG acquired all of the issued and outstanding capital stock of S&S Automotive Inc. (“S&S Automotive” and the “S&S Automotive Transaction”), with a purchase price of approximately $80.1 million, net of cash acquired of $0.7 million. S&S Automotive is a distributor of automotive, industrial, and safety supplies primarily to the automotive dealership market based near Chicago in Woodridge, Illinois. S&S Automotive was acquired to expand Lawson’s services and products to the automotive end market. The results of operations of S&S Automotive are included within the Lawson reportable segment. The acquisition was funded using DSG’s cash on hand and its revolving credit facility. 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:
|  | 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 $0.0 million of the S&S Automotive deferred consideration during the three months ended March 31, 2025 and $0.9 million during the year ended December 31, 2024. Following the initial fair value measurement, the Company updated the purchase price allocation for S&S Automotive primarily related to the ongoing review of the opening balance sheet and revised certain assumptions used in estimating the fair value. The adjustments resulted in a $7.0 million decrease to customer relationships and trade names and a $7.4 million increase to goodwill. The accounting for the S&S Automotive Transaction was completed during the first quarter of 2025. The customer relationships and trade names intangible assets have estimated useful lives of 17 years and 8 years, respectively. As a result of the S&S Automotive Transaction, the Company recorded tax deductible goodwill of $34.3 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. Emergent Safety Supply On January 19, 2024, DSG acquired the 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. ESS was acquired to expand Lawson’s safety product category. 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 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 $0.0 million of the ESS deferred consideration during the three months ended March 31, 2025 and $0.2 million during the year ended December 31, 2024. Following the initial fair value measurement, the Company updated the purchase price allocation for ESS primarily related to the ongoing review of the opening balance sheet and revised certain assumptions used in estimating the fair value. The adjustments resulted in a $0.1 million increase to customer relationships and a $0.1 million decrease to goodwill. The accounting for the ESS Transaction was completed during the fourth quarter of 2024. 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 $2.9 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. 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 acquisitions completed during 2024. 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) | 2025 |  | 2024 |  |  |  |
Revenue | $ | 478,029 |  |  | $ | 470,439 |  |  |  |  |
Net income | $ | 3,261 |  |  | $ | (9,309) |  |  |  |  |
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 quarter of 2024. The results for these acquisitions are only included subsequent to their respective acquisition dates provided above.
|  | Three Months Ended March 31, |  |
(in thousands) |  | 2025 |  | 2024 |  |  |  |
Revenue |  | $ | 50,795 |  |  | $ | 2,288 |  |  |  |  |
Net income |  | $ | 2,057 |  |  | $ | 67 |  |  |  |  |
The Company incurred transaction and integration costs related to completed and contemplated acquisitions of $0.1 million and $2.0 million for the three months ended March 31, 2025 and 2024, respectively, which are included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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