v3.25.1
Business and Asset Acquisitions (Tables)
 3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, 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 equipment16,211 
Right of use assets414 
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 months ended March 31, 2025 and $0.0 million 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 DateMeasurement Period AdjustmentsAdjusted Total
Accounts receivable$923 $— $923 
Inventory793 72 865 
Other current assets526 — 526 
Property, plant and equipment17 — 17 
Right of use assets5 — 5 
Other intangible assets:
Customer relationships2,250 — 2,250 
Trade names1,000 — 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)
Goodwill1,372 (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 
(1)    The Company paid $0.0 million of the TCR deferred consideration during the three months ended March 31, 2025 and $0.0 million 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 DateMeasurement Period AdjustmentsAdjusted Total
Accounts receivable(1)
$33,679 $— $33,679 
Inventory28,427 — 28,427 
Other current assets1,846 — 1,846 
Property, plant and equipment21,217 — 21,217 
Right of use assets6,780 — 6,780 
Other intangible assets:
Customer relationships11,035 1,242 12,277 
Trade names10,012 804 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)
Goodwill30,518 (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.    
(2) The Company paid $0.0 million of the Source Atlantic deferred consideration during the three months ended March 31, 2025 $0.0 million and 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 DateMeasurement Period AdjustmentsAdjusted Total
Accounts receivable$4,100 $— $4,100 
Inventory7,100 (203)6,897 
Other current assets306 — 306 
Property, plant and equipment2,351 (223)2,128 
Right of use assets7,581 — 7,581 
Other intangible assets:
Customer relationships30,200 (6,700)23,500 
Trade names12,200 (300)11,900 
Other assets35 3 38 
Accounts payable(1,120)— (1,120)
Lease liabilities(7,604)— (7,604)
Accrued expenses and other liabilities(1,989)— (1,989)
Goodwill26,892 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 of the S&S Automotive deferred consideration during the three months ended March 31, 2025 and $0.9 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:
Emergent Safety Supply
(in thousands)January 19, 2024 Acquisition DateMeasurement Period AdjustmentsAdjusted Total
Accounts receivable$1,363 $— $1,363 
Inventory1,399 — 1,399 
Other current assets10 — 10 
Property, plant and equipment228 — 228 
Right of use assets550 — 550 
Other intangible assets:
Customer relationships2,700 100 2,800 
Trade names1,400 — 1,400 
Other assets11 — 11 
Accounts payable(205)— (205)
Lease liabilities(550)— (550)
Accrued expenses and other liabilities(25)11 (14)
Goodwill2,973 (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 $0.0 million of the ESS deferred consideration during the three months ended March 31, 2025 and $0.2 million during the year ended December 31, 2024.
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 March 31,
(in thousands)20252024
Revenue$478,029 $470,439 
Net income$3,261 $(9,309)
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.
Three Months Ended March 31,
(in thousands)20252024
Revenue$50,795 $2,288 
Net income$2,057 $67