DSG and its operating companies acquired businesses during the year ended December 31, 2024. The acquisitions were accounted for under ASC 805, the acquisition method of accounting. For each acquisition, the allocation of consideration exchanged to the assets acquired and liabilities assumed was based on estimated acquisition-date fair values. The final valuations will be completed within the one-year measurement period following the respective acquisition date, and any adjustments will be recorded in the period in which the adjustments are determined.

On November 18, 2024, DSG acquired the assets of ConRes Test Equipment, (“ConRes TE” and the “ConRes TE Transaction”), for a purchase price of approximately $17.0 million. These assets were acquired to expand TestEquity’s test equipment offerings and value-add service capabilities in all of our end markets. The results of operations from the additional assets acquired from ConRes TE are included within the TestEquity reportable segment. The acquisition was funded using DSG’s cash on hand and its revolving credit facility. This acquisition was accounted for as an asset acquisition because substantially all of the fair value of the acquired assets were concentrated in property, plant and equipment.


	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

On October 30, 2024, DSG acquired all of the issued and outstanding capital stock of Tech-Component Resources Pte LTD (“TCR” and the “TCR Transaction”) for a purchase price of approximately $5.9 million, net of cash acquired of $1.9 million. TCR is a distributor of fasteners, mechanical components, and other industrial products in Southeast Asia. TCR was acquired to provide us with a strategic foothold in this growing region. The results of operations of TCR are included within the Gexpro Services reportable segment. The acquisition was funded using DSG’s cash on hand and its revolving credit facility.

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		Measurement Period Adjustments		Adjusted Total
Accounts receivable	$	923	$	—	$	923
Inventory	793		72		865
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)		(17)		(312)
Lease liabilities	(5)		—		(5)
Accrued expenses and other liabilities	(65)		(30)		(95)
Goodwill	1,372		(25)		1,347
Total purchase consideration exchanged, net of cash acquired	$	5,880	$	—	$	5,880
Cash consideration	$	4,925	$	—	$	4,925
Deferred consideration(1)	955		—		955
Total purchase consideration exchanged, net of cash acquired	$	5,880	$	—	$	5,880

Certain estimated values for the TCR Transaction, including working capital and other liability adjustments, right of use assets, the valuation of intangibles and property, plant and equipment and income taxes are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the date of acquisition.

The customer relationships and trade names intangible assets have estimated useful lives of ten years. Goodwill generated from the TCR Transaction is not deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities.

On August 14, 2024, DSG acquired all of the issued and outstanding capital stock of Source Atlantic Limited (“Source Atlantic” and the “Source Atlantic Transaction”) for a purchase price of approximately $103.5 million, net of cash acquired of $4.4 million. Source Atlantic, headquartered in Saint John, New Brunswick, Canada, is a wholesale distributor of industrial MRO supplies, safety products, fasteners, and related value-add services for the Canadian MRO market. Source Atlantic has 24 branch locations across Canada with a heavy focus in Eastern Canada. Source Atlantic was acquired to expand DSG’s operating footprint in the Canadian market. The results of operations of Source Atlantic are included within the Canada Branch Division reportable segment. The acquisition was funded with borrowings under the Company’s Amended Credit Agreement. Refer to Note 9 – Debt for information about the Amended Credit Agreement.


	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		—		21,217
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		(705)		29,813
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.

Certain estimated values for the Source Atlantic Transaction, including working capital and other liability adjustments, right of use assets, the valuation of intangibles and property, plant and equipment and income taxes are not yet finalized, and

the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the date of acquisition. Following the initial fair value measurement, the Company updated the purchase price allocation for Source Atlantic primarily related to the ongoing review of the opening balance sheet and revised certain assumptions used in estimating the fair value. The adjustments resulted in a $2.0 million increase to customer relationships and trade names, a $0.7 million decrease to goodwill. Total purchase consideration, net of cash acquired increased due to working capital and other adjustments in accordance with the purchase agreement of $0.3 million

The customer relationships and trade names intangible assets have estimated useful lives of 17 years and 8 years, respectively. Goodwill generated from the Source Atlantic Transaction is not deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities.

On May 1, 2024, DSG acquired all of the issued and outstanding capital stock of S&S Automotive Inc. (“S&S Automotive” and the “S&S Automotive Transaction”), with a purchase price of approximately $80.1 million, net of cash acquired of $0.7 million. S&S Automotive is a distributor of automotive, industrial, and safety supplies primarily to the automotive dealership market based near Chicago in Woodridge, Illinois. S&S Automotive was acquired to expand Lawson’s services and products to the automotive end market. The results of operations of S&S Automotive are included within the Lawson reportable segment. The acquisition was funded using DSG’s cash on hand and its revolving credit facility.

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

Following the initial fair value measurement, the Company updated the purchase price allocation for S&S Automotive primarily related to the ongoing review of the opening balance sheet and revised certain assumptions used in estimating the fair value. The adjustments resulted in a $7.0 million decrease to customer relationships and trade names and a $7.4 million increase to goodwill. The accounting for the S&S Automotive Transaction was completed during the first quarter of 2025.

The customer relationships and trade names intangible assets have estimated useful lives of 17 years and 8 years, respectively. As a result of the S&S Automotive Transaction, the Company recorded tax deductible goodwill of $34.3 million

in 2024 that may result in a tax benefit in future periods and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities.

On January 19, 2024, DSG acquired the assets of Safety Supply Illinois LLC, conducting business as Emergent Safety Supply (“ESS” and the “ESS Transaction”), with a purchase price of $9.9 million. ESS is a national distributor of safety products based near Chicago in Batavia, Illinois. ESS was acquired to expand Lawson’s safety product category. The results of operations of ESS are included within the Lawson reportable segment. The acquisition was funded using DSG’s cash on hand.


	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

Following the initial fair value measurement, the Company updated the purchase price allocation for ESS primarily related to the ongoing review of the opening balance sheet and revised certain assumptions used in estimating the fair value. The adjustments resulted in a $0.1 million increase to customer relationships and a $0.1 million decrease to goodwill. The accounting for the ESS Transaction was completed during the fourth quarter of 2024.

The customer relationships and trade names intangible assets have estimated useful lives of 16 years and 8 years, respectively. As a result of the ESS Transaction, the Company recorded tax deductible goodwill of $2.9 million in 2024 that may result in a tax benefit in future periods and is primarily attributable to the benefits we expect to derive from expected synergies, including expanded product and service offerings and cross-selling opportunities.

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.

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