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Business Acquisitions (Tables)
12 Months Ended
Dec. 31, 2022
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 shares9,120,167
DSG closing price per common stock on March 31, 2022$38.54 
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 and after applying measurement period adjustments:
(in thousands)Merger DateMeasurement Period AdjustmentsFinal Purchase Price Allocation
Current assets$148,308 $— $148,308 
Property, plant and equipment57,053 361 57,414 
Right of use assets17,571 687 18,258 
Other intangible assets119,060 — 119,060 
Deferred tax liability, net of deferred tax asset(26,237)6,843 (19,394)
Other assets18,373 — 18,373 
Current liabilities(71,097)(68)(71,165)
Long-term obligations(25,722)(24)(25,746)
Lease and financing obligations(29,474)647 (28,827)
Derivative earnout liability(43,900)— (43,900)
Goodwill189,466 (8,446)181,020 
Total consideration exchanged$353,401 $— $353,401 
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)(153)(7,533)
Lease obligation— (1,125)(9,313)— — (10,438)
Goodwill37,236 10,305 11,544 5,703 1,053 65,841 
Total purchase consideration exchanged, net of cash acquired$54,690 $30,755 $25,674 $7,192 $3,934 $122,245 
Cash consideration$54,690 $30,755 $25,674 $6,023 $3,934 $121,076 
Seller's notes— — — 1,169 — 1,169 
Total purchase consideration exchanged, net of cash acquired$54,690 $30,755 $25,674 $7,192 $3,934 $122,245 
The purchase consideration for each business acquired during 2021 and the allocation of the consideration exchanged to the estimated fair values of assets acquired and liabilities assumed is summarized below:
(in thousands)OmniNEFSISMCS
Acquisition dateJune 8, 2021November 1, 2021December 31, 2021July 31, 2021Total
Current assets$2,259 $19,118 $3,551 $2,819 $27,747 
Property, plant and equipment600 589 125 3,702 5,016 
Right of use assets— 1,774 799 — 2,573 
Other intangible assets:
Customer relationships2,530 5,007 4,800 2,621 14,958 
Trade names200 2,503 1,500 41 4,244 
Other intangible assets— 380 — 389 
Accounts payable(50)(3,506)(1,464)(2,523)(7,543)
Accrued expenses and other liabilities— (3,332)— (685)(4,017)
Lease obligation— (1,774)(799)(2,573)
Goodwill953 — 3,010 7,245 11,208 
Gain on bargain purchase— (1,363)— — (1,363)
Total purchase consideration exchanged, net of cash acquired$6,501 $19,016 $11,902 $13,220 $50,639 
Cash consideration$6,501 $16,264 $3,545 $7,626 $33,936 
Seller's notes— — 8,357 1,400 9,757 
Shared based payments— 2,752 — 4,194 6,946 
Total purchase consideration exchanged, net of cash acquired$6,501 $19,016 $11,902 $13,220 $50,639 
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 below occurred on January 1, 2021 for the 2022 acquisitions and January 1, 2020 for the 2021 acquisitions. 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 been completed on the date indicated.
Year Ended December 31,
(in thousands)20222021
Revenue$1,321,978 $1,158,798 
Net income20,943 369 
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, 2022 and 2021. The 2022 and 2021 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, 2022Year Ended December 31, 2021
(in thousands)LawsonOther AcquisitionsTotalLawsonOther AcquisitionsTotal
Revenue$373,738 $151,217 $524,955 $— $10,847 $10,847 
Net Income$15,283 $8,670 $23,953 $— $(391)$(391)