Business and Asset Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

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:

	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 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
Accounts receivable	$	923
Inventory	793
Other current assets	526
Property, plant and equipment	17
Right of use assets	5
Other intangible assets:
Customer relationships	2,250
Trade names	1,000
Deferred tax liability, net of deferred tax asset	(641)
Accounts payable	(295)
Lease liabilities	(5)
Accrued expenses and other liabilities	(65)
Goodwill	1,372
Total purchase consideration exchanged, net of cash acquired	$	5,880
Cash consideration	$	4,925
Deferred consideration(1)	955
Total purchase consideration exchanged, net of cash acquired	$	5,880

(1)    The Company paid $0.0 million of the TCR deferred consideration 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:

	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		(22)		21,195
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)		(448)		(10,762)
Accounts payable	(17,857)		—		(17,857)
Lease liabilities	(6,780)		—		(6,780)
Accrued expenses and other liabilities	(5,422)		—		(5,422)
Goodwill	30,518		(1,576)		28,942
Total purchase consideration exchanged, net of cash acquired	$	103,141	$	—	$	103,141
Cash consideration	$	98,756	$	—	$	98,756
Deferred consideration(2)	4,385		—		4,385
Total purchase consideration exchanged, net of cash acquired	$	103,141	$	—	$	103,141

(1)    Accounts receivable had an estimated fair value of $33.7 million and a gross contractual value of $34.3 million. The difference 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 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:

	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 $0.9 million of the S&S Automotive deferred consideration 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:

	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 $0.2 million of the ESS deferred consideration 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:

	Hisco
(in thousands)	June 8, 2023 Acquisition Date		Measurement Period Adjustments		Adjusted Total
Accounts receivable(1)	$	66,792	$	(2,269)	$	64,523
Inventory	61,300		(645)		60,655
Other current assets	3,858		350		4,208
Property, plant and equipment	48,326		—		48,326
Right of use assets	21,102		1,188		22,290
Other intangible assets:
Customer relationships	41,800		(1,800)		40,000
Trade names	25,600		(300)		25,300
Deferred tax liability, net of deferred tax asset	(2,544)		81		(2,463)
Other assets	2,495		—		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)
Goodwill	49,718		122		49,840
Total purchase consideration exchanged, net of cash acquired	$	270,425	$	(3,269)	$	267,156
Cash consideration	$	252,007	$	—	$	252,007
Deferred consideration(2)	12,418		2,631		15,049
Contingent consideration	6,000		(5,900)		100
Total purchase consideration exchanged, net of cash acquired	$	270,425	$	(3,269)	$	267,156

(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 $7.2 million of the Hisco deferred consideration during 2024 and $7.8 million during 2023. As of December 31, 2024, there is no deferred consideration remaining.

The consideration exchanged for these acquired businesses included various combinations of cash and sellers' notes.

(in thousands)	Interworld Highway, LLC		Resolux		Frontier		National Test Equipment		Instrumex
Acquisition date	April 29, 2022		January 3, 2022		March 31, 2022		June 1, 2022		December 1, 2022		Total
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

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 shares	18,240,334
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 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 names	43,010		8
Total other intangible assets	$	119,060

Schedule of Acquisition 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 acquisition completed during 2024, January 1, 2022 for the acquisitions 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 acquisitions been completed on the date indicated.

	Year Ended December 31,
(in thousands)	2024		2023		2022
Revenue	$	1,941,867	$	1,998,209	$	1,753,939
Net income	$	(13,722)	$	(3,855)	$	(6,264)

The following table presents actual results attributable to our acquisitions that were included in the consolidated financial statements for the years ended December 31, 2024, 2023 and 2022. The results for these acquisitions are only included subsequent to their respective acquisition dates provided above.

	Year Ended December 31,
(in thousands)	2024		2023		2022
Revenue	$	111,566	$	229,358	$	524,955
Net income	$	4,095	$	(14,478)	$	23,953