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Business Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
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 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
Accounts Receivable(1)
$66,792 $(2,269)$64,523 
Inventory61,300 (645)60,655 
Other current assets3,858 350 4,208 
Property, plant and equipment48,326 — 48,326 
Right of use assets21,102 1,188 22,290 
Other intangible assets:
Customer relationships41,800 (1,800)40,000 
Trade names25,600 (300)25,300 
Deferred tax liability, net of deferred tax asset(2,544)81 (2,463)
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)(289)(9,250)
Goodwill49,718 232 49,950 
Total purchase consideration exchanged, net of cash acquired$270,425 $(3,159)$267,266 
Cash consideration$252,007 $— $252,007 
Deferred consideration(2)
12,418 2,741 15,159 
Contingent consideration6,000 (5,900)100 
Total purchase consideration exchanged, net of cash acquired$270,425 $(3,159)$267,266 
(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 $7.8 million of the Hisco deferred consideration during 2023.
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 is 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.
Year Ended December 31,
(in thousands)20232022
Revenue$1,752,465 $1,753,939 
Net income(37,114)(6,264)
The following table presents actual results attributable to our business combinations that were included in the consolidated financial statements for the years ended December 31, 2023 and 2022. The 2023 and 2022 results only reflect the results attributable to the acquisitions completed in those respective years. The results of DSG's legacy Lawson business are included only subsequent to the April 1, 2022 Merger Date, and the results for other acquisitions are only included subsequent to their respective acquisition dates provided above.
Year Ended December 31, 2023Year Ended December 31, 2022
(in thousands)LawsonOther AcquisitionsTotalLawsonOther AcquisitionsTotal
Revenue$— $229,358 $229,358 $373,738 $151,217 $524,955 
Net Income$— $(14,478)$(14,478)$15,283 $8,670 $23,953