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Business and Asset Acquisitions (Tables) | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Schedule of Estimated Fair Values of 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 three and six months ended June 30, 2025 and $0.0 million 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 |  | Measurement Period Adjustments |  | Adjusted Total
Accounts receivable |  | $ | 923 |  |  | $ | (53) |  |  | $ | 870 |
Inventory |  | 793 |  |  | 56 |  |  | 849 |
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) |  |  | 3 |  |  | (292) |
Lease liabilities |  | (5) |  |  | — |  |  | (5) |
Accrued expenses and other liabilities |  | (65) |  |  | (30) |  |  | (95) |
Goodwill |  | 1,372 |  |  | 168 |  |  | 1,540 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 5,880 |  |  | $ | 144 |  |  | $ | 6,024 |
Cash consideration |  | $ | 4,925 |  |  | $ | 144 |  |  | $ | 5,069 |
Deferred consideration(1) |  | 955 |  |  | — |  |  | 955 |
Total purchase consideration exchanged, net of cash acquired |  | $ | 5,880 |  |  | $ | 144 |  |  | $ | 6,024 |
(1) The Company paid $0.0 million of the TCR deferred consideration during the three and six months ended June 30, 2025 and $0.0 million 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:
|  | Source Atlantic
(in thousands) |  | August 14, 2024 Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Total
Accounts receivable(1) |  | $ | 33,679 |  |  | $ | — |  |  | $ | 33,679 |
Inventory |  | 28,427 |  |  | (160) |  |  | 28,267 |
Other current assets |  | 1,846 |  |  | — |  |  | 1,846 |
Property, plant and equipment |  | 21,217 |  |  | 182 |  |  | 21,399 |
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 |  |  | (727) |  |  | 29,791 |
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 $1.0 million of the Source Atlantic deferred consideration during the three and six months ended June 30, 2025 $0.0 million and 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:
|  | 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 $0.2 million of the S&S Automotive deferred consideration during the three and six months ended June 30, 2025 and $0.9 million 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:
|  | 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 and six months ended June 30, 2025 and $0.2 million during the year ended December 31, 2024.
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. 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) | 2025 |  | 2024 |  | 2025 |  | 2024
Revenue | $ | 502,437 |  |  | $ | 497,453 |  |  | $ | 980,466 |  |  | $ | 967,452 |
Net income (loss) | $ | 5,003 |  |  | $ | (839) |  |  | $ | 8,264 |  |  | $ | (10,164) |
The following table presents actual results attributable to our acquisitions that were included in the unaudited condensed consolidated financial statements for the second quarter of 2024. The results for these acquisitions are only included subsequent to their respective acquisition dates provided above.
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
(in thousands) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Revenue |  | $ | 56,070 |  |  | $ | 10,112 |  |  | $ | 106,865 |  |  | $ | 12,401 |
Net income (loss) |  | $ | 2,840 |  |  | $ | (467) |  |  | $ | 4,897 |  |  | $ | (411) |

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