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Business Acquisitions
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Acquisitions
Note 3 – Business Acquisitions

DSG and its operating companies acquired one business during the first quarter of 2026. The acquisition was accounted for under ASC 805, the acquisition method of accounting. 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 acquisition date, and any adjustments will be recorded in the period in which the adjustments are determined.

On March 9, 2026, DSG acquired all of the issued and outstanding stock of Eastern Valve & Control Specialties Ltd. (“Eastern Valve”), with a purchase price of approximately $16.2 million, net of cash acquired of $0.1 million. Eastern Valve is located in Paradise, Newfoundland, Canada and supplies and services industrial valve products throughout Atlantic Canada. Eastern Valve was acquired to expand DSG’s operating footprint in the Canadian market. The results of operations of Eastern Valve 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 allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed, including the allocation to other intangible assets acquired:
Eastern Valve
(in thousands)March 9, 2026 Acquisition Date
Accounts receivable(1)
$3,027 
Inventory1,515 
Other current assets255 
Property, plant and equipment2,946 
Other intangible assets:
Customer relationships2,064 
Trade names1,621 
Deferred tax liability, net of deferred tax asset(1,406)
Accounts payable(1,020)
Accrued expenses and other liabilities(670)
Goodwill7,909 
Total purchase consideration exchanged, net of cash acquired$16,241 
Cash consideration$16,241 
Total purchase consideration exchanged, net of cash acquired$16,241 
(1) The fair value of accounts receivable approximated the gross contractual value.

Certain estimated values for the Eastern Valve Transaction, including working capital and other adjustments to the initial balance sheet, 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 10 years and 8 years, respectively. Goodwill generated from Eastern Valve 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.

Unaudited Pro Forma Information

The following table presents estimated unaudited pro forma consolidated financial information for DSG as if our 2026 acquisition of Eastern Valve disclosed above occurred on January 1, 2025. 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 acquisition been completed on January 1, 2025.
Three Months Ended March 31,
(in thousands)20262025
Revenue$498,444 $480,376 
Net income (loss)$(5,991)$(25,831)

Actual Results of Business Acquisition

The following table presents actual results attributable to our 2026 acquisition of Eastern Valve that were included in the unaudited condensed consolidated financial statements for the first quarter of 2026. The results for the business acquired in this acquisition are only included in the following table for the portion of the three-month period that is subsequent to its March 9, 2026 acquisition date.
Three Months Ended March 31,
(in thousands)20262025
Revenue$770 $— 
Net income (loss)$106 $— 
The Company incurred transaction and integration costs related to completed and contemplated acquisitions of $0.8 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively, which are included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).