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 Date | | Measurement Period Adjustments | | Final Purchase Price Allocation | | | Current assets | | $ | 148,308 | | | $ | — | | | $ | 148,308 | | | | Property, plant and equipment | | 57,053 | | | 361 | | | 57,414 | | | | Right of use assets | | 17,571 | | | 687 | | | 18,258 | | | | Other intangible assets | | 119,060 | | | — | | | 119,060 | | | | Deferred tax liability, net of deferred tax asset | | (26,237) | | | 6,843 | | | (19,394) | | | | Other assets | | 18,373 | | | — | | | 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) | | | | | | | | | | | | | Goodwill | | 189,466 | | | (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, 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 | | | Current assets | | $ | 15,018 | | | $ | 10,210 | | | $ | 2,881 | | | $ | 2,187 | | | $ | 3,495 | | | $ | 33,791 | | | | Property, plant and equipment | | 313 | | | 459 | | | 1,189 | | | 642 | | | 30 | | | 2,633 | | | | Right of use assets | | — | | | 1,125 | | | 9,313 | | | — | | | — | | | 10,438 | | | | Other intangible assets: | | | | | | | | | | | | | | | Customer relationships | | 6,369 | | | 11,400 | | | 9,300 | | | 2,100 | | | 800 | | | 29,969 | | | | Trade names | | 4,600 | | | 6,100 | | | 3,000 | | | — | | | — | | | 13,700 | | | | | | | | | | | | | | | | | | | Other assets | | 10 | | | 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) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Goodwill | | 37,236 | | | 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) | | Omni | | NEF | | SIS | | MCS | | | | | Acquisition date | | June 8, 2021 | | November 1, 2021 | | December 31, 2021 | | July 31, 2021 | | Total | | | Current assets | | $ | 2,259 | | | $ | 19,118 | | | $ | 3,551 | | | $ | 2,819 | | | $ | 27,747 | | | | Property, plant and equipment | | 600 | | | 589 | | | 125 | | | 3,702 | | | 5,016 | | | | Right of use assets | | — | | | 1,774 | | | 799 | | | — | | | 2,573 | | | | Other intangible assets: | | | | | | | | | | | | | Customer relationships | | 2,530 | | | 5,007 | | | 4,800 | | | 2,621 | | | 14,958 | | | | Trade names | | 200 | | | 2,503 | | | 1,500 | | | 41 | | | 4,244 | | | | Other intangible assets | | 9 | | | — | | | 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) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Goodwill | | 953 | | | — | | | 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 | | | |
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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) | 2022 | | 2021 | Revenue | $ | 1,321,978 | | | $ | 1,158,798 | | Net income | 20,943 | | | 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, 2022 | | Year Ended December 31, 2021 | (in thousands) | Lawson | | Other Acquisitions | | Total | | Lawson | | Other Acquisitions | | Total | Revenue | $ | 373,738 | | | $ | 151,217 | | | $ | 524,955 | | | $ | — | | | $ | 10,847 | | | $ | 10,847 | | Net Income | $ | 15,283 | | | $ | 8,670 | | | $ | 23,953 | | | $ | — | | | $ | (391) | | | $ | (391) | |
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