Business and Asset Acquisitions (Tables)

9 Months Ended

Sep. 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 nine months ended September 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:

	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 nine months ended September 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 difference represents the Company’s best estimate of the contractual cash flows that will not be collected.    

(2) The Company paid $0.0 million and $1.0 million of the Source Atlantic deferred consideration during the three and nine months ended September 30, 2025, respectively, 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:

	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 $0.0 million and $0.2 million of the S&S Automotive deferred consideration during the three and nine months ended September 30, 2025, respectively, and $0.9 million during the year ended December 31, 2024. As of September 30, 2025, there is no deferred consideration remaining.

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 $0.8 million of the ESS deferred consideration during the three and nine months ended September 30, 2025 and $0.2 million during the year ended December 31, 2024. As of September 30, 2025, there is no deferred consideration remaining.

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 September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Revenue	$	517,958	$	496,584	$	1,498,424	$	1,470,658
Net income (loss)	$	6,452	$	17,167	$	14,716	$	6,510

The following table presents actual results attributable to our acquisitions that were included in the unaudited condensed consolidated financial statements for the third quarter of 2024. The results for these acquisitions are only included subsequent to their respective acquisition dates provided above.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Revenue	$	59,094	$	38,137	$	165,959	$	50,537
Net income (loss)	$	6,233	$	3,916	$	10,692	$	3,505