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Business Acquisitions (Tables)
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
Under the acquisition method of accounting, the estimated consideration exchanged was calculated as follows:
(in thousands, except share data)April 1, 2022
Number of DSG common shares18,240,334
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 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 at the Merger Date after applying measurement period adjustments:
(in thousands)Final Purchase Price Allocation
Current assets$148,308 
Property, plant and equipment57,414 
Right of use assets18,258 
Other intangible assets119,060 
Deferred tax liability, net of deferred tax asset(19,394)
Other assets18,373 
Current liabilities(71,165)
Long-term obligations(25,746)
Lease and financing obligations(28,827)
Derivative earnout liability(43,900)
Goodwill181,020 
Total consideration exchanged$353,401 
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 AdjustmentsAdjusted Total
Current assets$131,950 $(2,565)$129,385 
Property, plant and equipment48,326 — 48,326 
Right of use assets21,102 1,188 22,290 
Other intangible assets:
Customer relationships41,800 (200)41,600 
Trade names25,600 — 25,600 
Deferred tax liability, net of deferred tax asset(2,544)40 (2,504)
Other assets2,495 — 2,495 
Accounts payable(16,689)— (16,689)
Lease liabilities(22,372)293 (22,079)
Accrued expenses and other liabilities(8,961)— (8,961)
Goodwill49,718 (713)49,005 
Total purchase consideration exchanged, net of cash acquired$270,425 $(1,957)$268,468 
Cash consideration$252,007 $— $252,007 
Deferred consideration12,418 3,943 16,361 
Contingent consideration6,000 (5,900)100 
Total purchase consideration exchanged, net of cash acquired$270,425 $(1,957)$268,468 
The purchase consideration for each business acquired and the allocation of the consideration exchanged to the estimated fair values of assets acquired and liabilities assumed is summarized below:
(in thousands)Interworld Highway, LLCResoluxFrontierNational Test EquipmentInstrumex
Acquisition dateApril 29, 2022January 3, 2022March 31, 2022June 1, 2022December 1, 2022Total
Current assets$15,018 $10,210 $2,881 $2,187 $3,495 $33,791 
Property, plant and equipment313 459 1,189 642 30 2,633 
Right of use assets— 1,125 9,313 — — 10,438 
Other intangible assets:
Customer relationships6,369 11,400 9,300 2,100 800 29,969 
Trade names4,600 6,100 3,000 — — 13,700 
Other assets10 86 — — 14 110 
Accounts payable(8,856)(3,058)(778)(196)(1,305)(14,193)
Current portion of long-term debt— — — (2,073)— (2,073)
Accrued expenses and other liabilities— (4,747)(1,462)(1,171)(626)(8,006)
Lease liabilities— (1,125)(9,313)— — (10,438)
Long-term debt— — — — (2,105)(2,105)
Goodwill37,236 10,305 11,544 5,703 1,989 66,777 
Total purchase consideration exchanged, net of cash acquired$54,690 $30,755 $25,674 $7,192 $2,292 $120,603 
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 
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination The allocation of consideration exchanged to other intangible assets acquired was as follows:
(in thousands)Fair Value
Estimated Life
(in years)
Customer relationships$76,050 19
Trade names43,010 8
Total other intangible assets$119,060 
Acquisition Pro Forma Information
The following table presents estimated unaudited pro forma consolidated financial information for DSG as if the Mergers and other acquisitions disclosed above occurred on January 1, 2022 for the acquisition 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 Mergers and other acquisitions been completed on the date indicated.
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2023202220232022
Revenue$438,909 $457,958 $1,347,226 $1,320,226 
Net income$(1,568)$13,056 $8,175 $12,147 
The following table presents actual results attributable to our business combinations that were included in the unaudited condensed consolidated financial statements for the third quarter and first nine months of 2023 and 2022. The results of DSG's legacy Lawson business are included only subsequent to the April 1, 2022 Merger Date, and the results for other acquisitions are only included subsequent to their respective acquisition dates provided above.
Three Months Ended September 30, 2023Three Months Ended September 30, 2022
(in thousands)LawsonOther AcquisitionsTotalLawsonOther AcquisitionsTotal
Revenue$— $104,796 $104,796 $126,693 $71,216 $197,909 
Net Income$— $(7,388)$(7,388)$8,282 $4,363 $12,645 
Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
(in thousands)LawsonOther AcquisitionsTotalLawsonOther AcquisitionsTotal
Revenue$— $132,797 $132,797 $250,364 $146,742 $397,106 
Net Income$— $(8,253)$(8,253)$12,883 $12,651 $25,534