Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 0-10546 | ||
Entity Registrant Name | DISTRIBUTION SOLUTIONS GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-2229304 | ||
Entity Address, Address Line One | 301 Commerce Street, | ||
Entity Address, Address Line Two | Suite 1700 | ||
Entity Address, City or Town | Fort Worth | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76102 | ||
City Area Code | 888 | ||
Local Phone Number | 611-9888 | ||
Title of 12(b) Security | Common Stock, $1.00 par value | ||
Trading Symbol | DSGR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 254,225,483 | ||
Entity Common Stock, Shares Outstanding | 46,783,333 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates by reference some portions of the registrant’s definitive proxy statement related to its 2024 Annual Stockholders’ Meeting, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year. Except as expressly incorporated by reference, the registrant's definitive proxy statement shall not be deemed to be part of this report. | ||
Entity Central Index Key | 0000703604 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Auditor Information [Abstract] | ||
Auditor Name | Grant Thornton, LLP | BDO USA, P.C. |
Auditor Location | Los Angeles, California | Chicago, Illinois |
Auditor Firm ID | 248 | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 83,931 | $ 24,554 | |
Restricted cash | 15,695 | 186 | |
Accounts receivable, less allowances of $2,120 and $1,513, respectively | 213,448 | 166,301 | |
Inventories | 315,984 | 264,374 | |
Prepaid expenses and other current assets | 28,272 | 22,773 | |
Total current assets | 657,330 | 478,188 | |
Property, plant and equipment, net | 113,811 | 64,395 | |
Rental equipment, net | 24,575 | 27,139 | |
Goodwill | 399,925 | 348,048 | |
Deferred tax asset, net | 95 | 189 | |
Intangible assets, net | 253,834 | 227,994 | |
Cash value of life insurance | 18,493 | 17,166 | |
Right of use operating lease assets | 76,340 | 46,755 | |
Other assets | 5,928 | 5,736 | |
Total assets | 1,550,331 | 1,215,610 | |
Current liabilities: | |||
Accounts payable | 98,674 | 80,486 | |
Current portion of long-term debt | 32,551 | 16,352 | |
Current portion of lease liabilities | 13,549 | 9,964 | |
Accrued expenses and other current liabilities | 97,241 | 62,677 | |
Total current liabilities | 242,015 | 169,479 | |
Long-term debt, less current portion, net | 535,881 | 395,825 | |
Lease liabilities | 67,065 | 39,828 | |
Deferred tax liability, net | 18,326 | 23,834 | |
Other liabilities | 25,443 | 23,649 | |
Total liabilities | 888,730 | 652,615 | |
Commitments and contingencies (Note 15) | |||
Stockholders’ equity(1): | |||
Preferred stock, $1 par value: Authorized - 500,000 shares, issued and outstanding - None | [1] | 0 | 0 |
Common stock, $1 par value: Authorized - 70,000,000 shares Issued - 47,535,618 and 39,460,724 shares, respectively Outstanding - 46,758,359 and 38,833,568 shares, respectively | [1] | 46,758 | 38,834 |
Capital in excess of par value | [1] | 671,154 | 572,379 |
Retained deficit | [1] | (34,707) | (25,736) |
Treasury stock - 777,259 and 627,156 shares, respectively | [1] | (16,434) | (12,526) |
Accumulated other comprehensive income (loss) | [1] | (5,170) | (9,956) |
Total stockholders’ equity | [1] | 661,601 | 562,995 |
Total liabilities and stockholders’ equity | $ 1,550,331 | $ 1,215,610 | |
[1] The accompanying Consolidated Financial Statements and notes thereto have been retroactively adjusted to reflect the two-for-one stock split completed in August 2023. See Note 1 – Nature of Operations and Basis of Presentation for details. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares |
Statement of Financial Position [Abstract] | ||
Accounts receivable, less allowance for doubtful accounts | $ | $ 2,120 | $ 1,513 |
Preferred stock, par value in USD per share) | $ / shares | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 500,000 | 0 |
Preferred stock, shares issued (in shares) | 500,000 | 0 |
Preferred stock, shares outstanding (in shares) | 500,000 | 0 |
Common stock, par value (in USD per share) | $ / shares | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 70,000,000 | 70,000,000 |
Common stock, shares issued (in shares) | 47,535,618 | 39,460,724 |
Common stock, shares outstanding (in shares) | 46,758,359 | 38,833,568 |
Treasury stock (in shares) | 777,259 | 627,156 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 1,570,402 | $ 1,151,422 | |
Cost of goods sold | 1,018,527 | 760,524 | |
Gross profit | 551,875 | 390,898 | |
Selling, general and administrative expenses | 508,884 | 349,112 | |
Operating income (loss) | 42,991 | 41,786 | |
Interest expense | (42,774) | (24,301) | |
Loss on extinguishment of debt | 0 | (3,395) | |
Change in fair value of earnout liabilities | 758 | (483) | |
Other income (expense), net | (2,982) | (670) | |
Income (loss) before income taxes | (2,007) | 12,937 | |
Income tax expense (benefit) | 6,960 | 5,531 | |
Net income (loss) | $ (8,967) | $ 7,406 | |
Basic income (loss) per share of common stock (in USD per share) | [1] | $ (0.20) | $ 0.22 |
Diluted income (loss) per share of common stock (in USD per share) | [1] | $ (0.20) | $ 0.21 |
Comprehensive income (loss) | |||
Net income (loss) | $ (8,967) | $ 7,406 | |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 4,906 | (11,525) | |
Other | (120) | 0 | |
Comprehensive income (loss) | $ (4,181) | $ (4,119) | |
[1]The accompanying Consolidated Financial Statements and notes thereto have been retroactively adjusted to reflect the two-for-one stock split completed in August 2023. See Note 1 – Nature of Operations and Basis of Presentation for details. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) | 1 Months Ended | |
Aug. 15, 2023 | Aug. 31, 2023 | |
Income Statement [Abstract] | ||
Stock split ratio, common stock | 2 | 2 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | [1] | Retained Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of year (in shares) at Dec. 31, 2021 | [1] | 20,589,648 | ||||||||
Balance at beginning of year at Dec. 31, 2021 | $ 165,769 | $ 20,636 | [1] | $ 186,739 | $ (33,142) | $ (10,033) | $ 1,569 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 7,406 | 7,406 | ||||||||
Foreign currency translation adjustment | (11,525) | (11,525) | ||||||||
Stock-based compensation | 1,505 | 1,505 | ||||||||
Shares issued (in shares) | [1] | 135,927 | ||||||||
Shares issued | 0 | $ 135 | [1] | (135) | ||||||
Deemed consideration for revenue acquisition (in shares) | [1] | 18,240,334 | ||||||||
Deemed consideration for reverse acquisition | 351,491 | $ 18,240 | [1] | 333,251 | ||||||
Reclassification of issuable shares from earnout derivative liability | 43,624 | 43,624 | ||||||||
Fair value adjustment of stock-based compensation awards | $ 1,910 | 1,910 | ||||||||
Repurchases of common stock (in shares) | (108,178) | (108,178) | [1] | |||||||
Repurchases of common stock | $ (1,940) | $ (108) | [1] | 108 | (1,940) | |||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | [1] | (24,163) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (520) | $ (24) | [1] | 57 | (553) | |||||
Settlement of related party liability | 5,276 | 5,276 | ||||||||
Other | $ (1) | $ (45) | [1] | 44 | ||||||
Balance at end of year (in shares) at Dec. 31, 2022 | 39,460,724 | 38,833,568 | [1] | |||||||
Balance at end of year at Dec. 31, 2022 | $ 562,995 | [2] | $ 38,834 | [1] | 572,379 | (25,736) | (12,526) | (9,956) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (8,967) | (8,967) | ||||||||
Foreign currency translation adjustment | 4,906 | 4,906 | ||||||||
Stock-based compensation | 3,732 | 3,732 | ||||||||
Stock-based compensation liability paid in shares | 227 | 227 | ||||||||
Shares issued (in shares) | [1] | 85,842 | ||||||||
Shares issued | 0 | $ 86 | [1] | (86) | ||||||
Shares issued - earnout (in shares) | [1] | 3,400,000 | ||||||||
Shares issued - earnout | 0 | $ 3,400 | [1] | (3,400) | ||||||
Issuance of common stock in rights offering (in shares) | [1] | 4,444,444 | ||||||||
Issuance of common stock in rights offering | 98,469 | $ 4,444 | [1] | 94,025 | ||||||
Deemed consideration for revenue acquisition (in shares) | [1] | 144,608 | ||||||||
Deemed consideration for reverse acquisition | 3,253 | $ 144 | [1] | 3,109 | ||||||
Compensation expense related to employee share purchase plan | $ 427 | 427 | ||||||||
Repurchases of common stock (in shares) | (138,725) | (138,725) | [1] | |||||||
Repurchases of common stock | $ (3,619) | $ (139) | [1] | 139 | (3,619) | |||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | [1] | (11,378) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (287) | $ (11) | [1] | 11 | (287) | |||||
Other | $ 465 | 591 | (4) | (2) | (120) | |||||
Balance at end of year (in shares) at Dec. 31, 2023 | 47,535,618 | 46,758,359 | [1] | |||||||
Balance at end of year at Dec. 31, 2023 | $ 661,601 | [2] | $ 46,758 | [1] | $ 671,154 | $ (34,707) | $ (16,434) | $ (5,170) | ||
[1]The accompanying Consolidated Financial Statements and notes thereto have been retroactively adjusted to reflect the two-for-one stock split completed in August 2023. See Note 1 – Nature of Operations and Basis of Presentation for details.[2] The accompanying Consolidated Financial Statements and notes thereto have been retroactively adjusted to reflect the two-for-one stock split completed in August 2023. See Note 1 – Nature of Operations and Basis of Presentation for details. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | 1 Months Ended | ||||
Aug. 15, 2023 | Aug. 31, 2023 | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |||||
Common stock, par value (in USD per share) | $ 1 | $ 1 | $ 1 | ||
Stock split ratio, common stock | 2 | 2 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net income (loss) | $ (8,967) | $ 7,406 |
Adjustments to reconcile to net cash used in operating activities: | ||
Depreciation and amortization | 63,588 | 45,186 |
Amortization of debt issuance costs | 2,420 | 1,888 |
Extinguishment of debt | 0 | 3,395 |
Stock-based compensation | 7,940 | 2,448 |
Compensation expense related to employee share purchases | 427 | 0 |
Deferred income taxes | (8,028) | (2,406) |
Change in fair value of earnout liabilities | (758) | 483 |
Gain on sale of rental equipment | (2,675) | (3,632) |
Loss on sale of property, plant and equipment | 294 | 0 |
Charge for step-up of acquired inventory | 3,582 | 2,866 |
Net realizable value adjustment and write-offs for obsolete and excess inventory | 8,990 | 4,608 |
Bad debt expense | 784 | 795 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 18,020 | (21,771) |
Inventories | (1,236) | (42,404) |
Prepaid expenses and other current assets | 931 | (1,874) |
Accounts payable | 3,048 | (8,839) |
Accrued expenses and other current liabilities | 13,667 | 4,492 |
Other changes in operating assets and liabilities | 259 | (3,670) |
Net cash provided by (used in) operating activities | 102,286 | (11,029) |
Investing activities | ||
Purchases of property, plant and equipment | (15,337) | (8,307) |
Business acquisitions, net of cash acquired | (259,835) | (115,343) |
Purchases of rental equipment | (9,341) | (11,794) |
Proceeds from sale of rental equipment | 5,990 | 8,756 |
Net cash provided by (used in) investing activities | (278,523) | (126,688) |
Financing activities | ||
Proceeds from revolving lines of credit | 180,982 | 383,489 |
Payments on revolving lines of credit | (302,083) | (320,751) |
Proceeds from term loans | 305,000 | 445,630 |
Payments on term loans | (26,375) | (335,305) |
Deferred financing costs | (3,419) | (11,956) |
Proceeds from rights offering, net of offering costs of $1,531 | 98,469 | 0 |
Repurchase of common stock | (3,619) | (1,940) |
Shares repurchased held in treasury | (287) | (520) |
Proceeds from employees for share purchases | 3,253 | 0 |
Payment of financing lease principal | (515) | (429) |
Payment of earnout | (1,000) | 0 |
Payment on seller's note | 0 | (9,757) |
Net cash provided by (used in) financing activities | 250,406 | 148,461 |
Effect of exchange rate changes on cash and cash equivalents | 717 | (675) |
Increase (decrease) in cash, cash equivalents and restricted cash | 74,886 | 10,069 |
Cash, cash equivalents and restricted cash at beginning of period | 24,740 | 14,671 |
Cash, cash equivalents and restricted cash at end of period | 99,626 | 24,740 |
Cash and cash equivalents | 83,931 | 24,554 |
Restricted cash | 15,695 | 186 |
Total cash, cash equivalents and restricted cash | 99,626 | 24,740 |
Supplemental disclosure of cash flow information | ||
Net cash paid for income taxes | 12,422 | 13,813 |
Net cash paid for interest | 38,048 | 22,153 |
Net cash paid for interest on supply chain financing | 2,581 | 1,291 |
Non-cash activities: | ||
Fair value of common stock exchanged for reverse acquisition | 0 | 351,491 |
Settlement of related party obligations | 0 | 5,276 |
Right of use assets obtained in exchange for finance lease liabilities | 616 | 886 |
Right of use assets obtained in exchange for operating lease liabilities | 19,424 | 14,634 |
Seller's note issued as purchase consideration | $ 0 | $ 1,169 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Statement of Cash Flows [Abstract] | |
Offering costs | $ 1,531 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 – Nature of Operations and Basis of Presentation Organization Distribution Solutions Group, Inc. ("DSG"), a Delaware corporation, is a global specialty distribution company providing value added distribution solutions to the maintenance, repair and operations ("MRO"), original equipment manufacturer ("OEM") and industrial technology markets. DSG has three principal operating companies: Lawson Products, Inc. ("Lawson"), TestEquity Acquisition, LLC ("TestEquity") and 301 HW Opus Holdings, Inc., conducting business as Gexpro Services ("Gexpro Services"). The complementary distribution operations of Lawson, TestEquity and Gexpro Services were combined on April 1, 2022 to create a global specialty distribution company. A summary of the Mergers (as defined below), including the legal entities party to the transactions and the stock consideration, is presented below. Unless the context requires otherwise, references in this Annual Report on Form 10-K to “DSG”, the “Company”, "we", "our" or "us" refer to Distribution Solutions Group, Inc., and all entities consolidated in the accompanying consolidated financial statements. Combination with TestEquity and Gexpro Services On December 29, 2021, DSG entered into: • an Agreement and Plan of Merger (the “TestEquity Merger Agreement”) by and among (i) LKCM TE Investors, LLC, a Delaware limited liability company (the “TestEquity Equityholder”), (ii) TestEquity, which was a wholly-owned subsidiary of the TestEquity Equityholder, (iii) DSG and (iv) Tide Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of DSG (“Merger Sub 1”), pursuant to the terms and subject to the conditions of which the parties agreed, among other things, that Merger Sub 1 would merge with and into TestEquity, with TestEquity surviving the merger as a wholly-owned subsidiary of DSG (the “TestEquity Merger”); and • an Agreement and Plan of Merger (the “Gexpro Services Merger Agreement” and, together with the TestEquity Merger Agreement, the “Merger Agreements”) by and among (i) 301 HW Opus Investors, LLC, a Delaware limited liability company (the “Gexpro Services Stockholder”), (ii) Gexpro Services, which was a wholly-owned subsidiary of the Gexpro Services Stockholder, (iii) DSG and (iv) Gulf Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of DSG (“Merger Sub 2”), pursuant to the terms and subject to the conditions of which the parties agreed, among other things, that Merger Sub 2 would merge with and into Gexpro Services, with Gexpro Services surviving the merger as a wholly-owned subsidiary of DSG (the “Gexpro Services Merger” and, together with the TestEquity Merger, the “Mergers”). At the closing of the Mergers, each outstanding share of TestEquity and Gexpro Services common stock outstanding immediately prior to the closing of the Mergers was converted into approximately 0.1809 shares and 0.3838 shares, respectively, of DSG common stock, based on the ratio of outstanding shares of each entity immediately prior to the Mergers to the number of shares of DSG common stock acquired in the Mergers. Completion of the TestEquity Merger On April 1, 2022 (the "Merger Date"), the TestEquity Merger was consummated pursuant to the TestEquity Merger Agreement. In accordance with the TestEquity Merger Agreement, Merger Sub 1 merged with and into TestEquity, with TestEquity surviving as a wholly-owned subsidiary of DSG. In accordance with and under the terms of the TestEquity Merger Agreement, in connection with the closing of the TestEquity Merger on the Merger Date, DSG: (i) issued to the TestEquity Equityholder 6,600,000 shares of DSG common stock, (ii) on behalf of TestEquity, paid certain indebtedness of TestEquity and (iii) on behalf of TestEquity, paid certain transaction expenses of TestEquity. The TestEquity Merger Agreement provided that up to an additional 1,400,000 shares of DSG common stock would be potentially issuable to the TestEquity Equityholder in accordance with, and subject to the terms and conditions of, the earnout provisions of the TestEquity Merger Agreement. On March 20, 2023, DSG issued 1,400,000 shares of DSG common stock to the TestEquity Equityholder (the "TestEquity Holdback Shares") pursuant to the terms of the earnout provisions of the TestEquity Merger Agreement. The TestEquity Holdback Shares issued represented the maximum number of additional shares that could be issued under the TestEquity Merger Agreement, and no further shares are available for issuance, and no additional shares will be issued, in connection with the TestEquity Merger Agreement. Refer to Note 8 – Earnout Liabilities for information about the earnout derivative liability related to the TestEquity Holdback Shares. Completion of the Gexpro Services Merger On the Merger Date, the Gexpro Services Merger was consummated pursuant to the Gexpro Services Merger Agreement. In accordance with the Gexpro Services Merger Agreement, Merger Sub 2 merged with and into Gexpro Services, with Gexpro Services surviving as a wholly-owned subsidiary of DSG. In accordance with and under the terms of the Gexpro Services Merger Agreement, in connection with the closing of the Gexpro Services Merger on the Merger Date, DSG: (i) issued to the Gexpro Services Stockholder 14,000,000 shares of DSG common stock, (ii) on behalf of Gexpro Services, paid certain indebtedness of Gexpro Services and (iii) on behalf of Gexpro Services, paid certain specified transaction expenses of Gexpro Services. The Gexpro Services Merger Agreement provided that up to an additional 2,000,000 shares of DSG common stock would be potentially issuable to the Gexpro Services Stockholder in accordance with, and subject to the terms and conditions of, the earnout provisions of the Gexpro Services Merger Agreement. On March 20, 2023, DSG issued 2,000,000 shares of DSG common stock to the Gexpro Services Stockholder (the “Gexpro Services Holdback Shares”) pursuant to the terms of the earnout provisions of the Gexpro Services Merger Agreement. The Gexpro Services Holdback Shares issued represented the maximum number of additional shares that could be issued under the Gexpro Services Merger Agreement, and no further shares are available for issuance, and no additional shares will be issued, in connection with the Gexpro Services Merger Agreement. As of April 1, 2022, approximately 1,076,000 of the Gexpro Services Holdback Shares had been expected to be issued under the first earnout opportunity in the Gexpro Services Merger Agreement based on certain earnout metrics related to the consummation of certain additional acquisitions which were completed prior to the Merger Date. Under the Gexpro Services Merger Agreement, if any Gexpro Services Holdback Shares remained after the calculation of the first earnout opportunity, there was a second earnout opportunity under the Gexpro Services Merger Agreement based on certain earnout performance metrics. On March 20, 2023, all 2,000,000 Gexpro Services Holdback Shares were issued under the earnout opportunities. The incremental 924,000 Gexpro Services Holdback Shares that were issued in excess of the 1,076,000 Gexpro Services Holdback Shares that were originally expected to be issued had been remeasured at fair value immediately prior to and reclassified to equity at December 31, 2022. Refer to Note 8 – Earnout Liabilities for information about the earnout derivative liability related to the Gexpro Services Holdback Shares. Accounting for the Mergers TestEquity and Gexpro Services were treated as a combined entity as the accounting acquirer for financial reporting purposes, and DSG was identified as the accounting acquiree. Accordingly, periods prior to the April 1, 2022 Merger Date reflect the results of operations of TestEquity and Gexpro Services on a consolidated basis, and the results of operations of DSG's legacy Lawson business are only included subsequent to the April 1, 2022 Merger Date. Nature of Operations A summary of the nature of operations for each of DSG's operating companies is presented below. Information regarding DSG's reportable segments is presented in Note 14 – Segment Information. Lawson is a distributor of specialty products and services to the industrial, commercial, institutional and government maintenance, repair and operations market. TestEquity is a distributor of test and measurement equipment and solutions, industrial and electronic production supplies, vendor managed inventory programs, and converting, fabrication and adhesive solutions from its leading manufacturer partners supporting the aerospace and defense, wireless and communication, semiconductors, industrial electronics and automotive, and electronics manufacturing industries. Gexpro Services is a global supply chain solutions provider, specializing in the development of mission critical production line management, aftermarket and field installation programs. Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts and transactions of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. 2023 Stock Split On August 15, 2023, DSG announced that its Board of Directors approved and declared a two-for-one stock split (the “Stock Split”) which entitled each stockholder of record as of the close of business on August 25, 2023 to receive one additional share of DSG common stock for each share of DSG common stock then-held. The additional shares were distributed after the close of trading on August 31, 2023, and shares of DSG common stock began trading at the split-adjusted basis on September 1, 2023. Accordingly, all share and per share amounts have been retroactively adjusted to reflect the impact of the Stock Split for all periods presented herein. Refer to Note 11 – Stockholders' Equity for additional information about the Stock Split. 2022 Mergers The Mergers were accounted for as a reverse merger under the acquisition method of accounting in accordance with the accounting guidance for reverse acquisitions as provided in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Under this guidance, TestEquity and Gexpro Services were treated as a combined entity as the accounting acquirer for financial reporting purposes, and DSG was identified as the accounting acquiree. This determination was primarily made as TestEquity and Gexpro Services were under the common control of an entity that owns a majority of the voting rights of the combined entity, and therefore, only DSG experienced a change in control. Accordingly, the consolidated financial statements for the year ended December 31, 2022 reflect the results of operations and financial position of TestEquity and Gexpro Services on a consolidated basis, and the results of operations of DSG's legacy Lawson business are only included subsequent to the April 1, 2022 Merger Date. The combined operations of all three entities are included in the consolidated financial statements for the year ended December 31, 2023. The financial statements as of December 31, 2023 and 2022 reflect the financial position of TestEquity, Gexpro Services and DSG's legacy Lawson business on a consolidated basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Revenue Recognition — Revenue from Contracts with Customers: Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring a product or providing a service. A majority of the Company’s revenue is short cycle in nature with shipments within one year of the order. A small portion of the Company’s revenue derives from contracts extending over one year and in some cases may have optional renewal terms if both parties agree to renew. The Company’s payment terms generally range between 10 to 120 days and vary by contract, the types of products sold and the volume of products sold, among other factors. Revenue includes product sales, services and billings for shipping charges, net of discounts, expected returns, rebates and sales tax. Estimates for rebates and expected returns is based on historical experience. The Company includes shipping costs billed to customers in Revenue and the related shipping costs in Cost of goods sold in the Consolidated Statements of Operations and Comprehensive Income (Loss). Performance Obligations : A m ajority of the Company’s contracts have a performance obligation which represents, in most cases, the product being sold to the customer. Some contracts include a second performance obligation to provide additional Vendor Managed Inventory ("VMI") services primarily related to monitoring and stocking. Although the Company has identified that it offers some customers both a product and a service obligation, the customer only receives one invoice per transaction with no price allocation between these obligations. The Company does not price its offerings based on any allocation between these obligations. A portion of the Company’s contracts offer assurance-type warranties in connection with the sale of a product to the customer. Assurance-type warranties provide a customer with assurance that the related product will function as parties intended because it complies with the agreed-upon specifications. Such warranties are not significant and do not represent a separate performance obligation. Select contracts with customers include variable consideration primarily related to volume rebates if predetermined thresholds are met. The Company estimates variable consideration using the expected-value method considering all reasonably available information, including experience, current, historical, and forecasted. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Over 95% of the Company’s performance obligations are recognized at a point in time, rather than over time, as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or receipt by the customer. Less than 5% of the Company's revenue is recognized over time and relates to services, in which the Company transfers control of a good or service over time and the customer simultaneously receives and consumes the benefits. That portion of expected consideration is deferred until the time that those services have been provided and the related performance obligations have been satisfied. At December 31, 2023 and 2022, the deferred consideration for the service performance obligations that have not been satisfied was insignificant and will be recognized within twelve months of the respective balance sheet date. For revenue recognized over time, the input method is utilized and is based on costs incurred relative to estimated total costs. Contract Costs : The Company has adopted the practical expedient within ASC 340, Other Assets and Deferred Costs ("ASC 340"), to recognize incremental costs to obtain a contract, primarily employee related costs, as expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is one year or less. Rental Revenue : The Company determines if a contract contains a lease at inception. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Lawson and TestEquity segments operate as a lessor and rent certain equipment to customers through leases classified as operating leases under ASC 842, Leases ("ASC 842"). Lease revenue is recognized on a straight-line basis over the life of each lease. As there are trivial non-lease components, the Company has adopted the practical expedient not to separate the non-lease components that would be within the scope of ASC 606, Revenue from Contracts with Customers ("ASC 606") from the associated lease component as the relevant criteria under ASC 842 are met. Cash, Cash Equivalents, and Restricted Cash — The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amount of the Company’s cash equivalents at December 31, 2023 and December 31, 2022 approximates fair value. Cash balances at individual banks may exceed the federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”). The Company has not experienced any material losses in such accounts. Allowance for Doubtful Accounts — The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, substantial down-grading of credit ratings), a specific reserve for bad debts is recorded against amounts due to reduce the receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes reserves for bad debts based on current and forecasted probability of collection, economic conditions, historical experience of bad debt write-offs as a percent of accounts receivable outstanding, and other significant events that may impact the collectibility of accounts receivable. Uncollected trade receivables are written off when identified to be unrecoverable. Inventories — Inventories principally consist of purchased finished products and manufactured electronic equipment offered for resale stated at the lower of cost or net realizable value using the first-in-first-out method for the Lawson segment and primarily the weighted average method for the TestEquity and Gexpro Services segments. Most of our products are not exposed to the risk of obsolescence due to technology changes. However, some of our products do have a limited shelf life, and from time to time we add and remove items from our catalogs, brochures or website for marketing and other purposes. To reduce the cost basis of inventory to a lower of cost or net realizable value, a write-down is recorded for slow-moving and obsolete inventory based on historical experience and monitoring of current inventory activity. Estimates are used to determine the necessity of recording these write-downs based on periodic detailed analysis using both qualitative and quantitative factors. As part of this analysis, the Company considers several factors including the inventories length of time on hand, historical sales, product shelf life, product life cycle, product category and product obsolescence. In general, depending on the product category, we write-down inventory with low turnover at higher rates than inventory with higher turnover. Property, Plant and Equipment — Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed primarily by the straight-line method for buildings, machinery and equipment, furniture and fixtures and vehicles. The Company estimates useful lives of 10 to 40 years for buildings and improvements, the shorter of the useful life of the assets or term of the underlying leases for leasehold improvements, and 2 to 10 years for machinery and equipment, furniture and fixtures and vehicles. Capitalized software is amortized over estimated useful lives of 3 to 5 years using the straight-line method. The costs of repairs, maintenance and minor renewals are charged to expense as incurred. Amortization of financing leases is included in depreciation expense. When property, plant and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in the income from operations. Rental Equipment — Rental equipment is stated at cost less accumulated depreciation and amortization. Expense is computed primarily by the straight-line method over an estimated useful life of 3 to 7 years. Upon sale or retirement of such assets, the related cost and accumulated depreciation are removed from the Consolidated Balance Sheets, and gains or losses are reflected in operating income (loss) within the Consolidated Statements of Operations and Comprehensive Income (Loss). The costs of repairs, maintenance and minor renewals are charged to expense as incurred. Cash Value of Life Insurance — The Company invests funds in life insurance policies for certain current and former employees. The cash surrender value of the policies is invested in various investment instruments and is recorded as an asset in the Consolidated Balance Sheets. The Company records these policies at their contractual value. The change in the cash surrender value of the life insurance policies, which is recorded as a component of Other income (expense) in the Consolidated Statements of Operations and Comprehensive Income (Loss), is the change in the policies' contractual values. Deferred Compensation — The Company’s Executive Deferral Plan (“Deferral Plan”) allows certain executives to defer payment of a portion of their earned compensation. The deferred compensation is recorded in an account balance, which is a bookkeeping entry made by the Company to measure the amount due to the participant. The account balance is equal to the participant’s deferred compensation, adjusted for increases and/or decreases in the amount that the participant has designated to one or more bookkeeping portfolios that track the performance of certain mutual funds. The Company adjusts the deferred compensation liability to equal the contractual value of the participants’ account balances. These adjustments are the changes in contractual value of the individual plans and are recorded as a component of Other income (expense) in the Consolidated Statements of Operations and Comprehensive Income (Loss). Stock-Based Compensation — Compensation based on the share value of DSG common stock is valued at its fair value at the grant date and the expense is recognized over the vesting period. Fair value is re-measured each reporting period for liability-classified awards that may be redeemable in cash. The Company accounts for forfeitures of stock-based compensation in the period in which they occur. Goodwill — The Company had $399.9 million of goodwill at December 31, 2023 and $348.0 million of goodwill at December 31, 2022. Goodwill represents the cost of business acquisitions in excess of the fair value of identifiable net tangible and intangible assets acquired. The Company reviews goodwill for potential impairment annually on October 1st, or when an event or other circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. The first step in the multi-step process to determine if goodwill has been impaired and to what degree is to review the relevant qualitative factors that could cause the fair value of the reporting unit to decrease below the carrying value of the reporting unit. The Company considers factors such as macroeconomic, industry and market conditions, cost factors, overall financial performance and other relevant factors that would affect the individual reporting units. If the Company determines that it is more likely than not that the fair value of the reporting unit is greater than the carrying value of the reporting unit, then no further impairment testing is needed. If the Company determines that it is more likely than not that the carrying value of the reporting unit is greater than the fair value of the reporting unit, the Company will move to the next step in the process. The Company will estimate the fair value of the reporting unit and compare it to the reporting unit's carrying value. If the carrying value of the reporting unit exceeds its fair value, the Company will record an impairment of goodwill equal to the amount the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill previously recognized. Intangible Assets — The Company's intangible assets primarily consist of trade names and customer relationships. Intangible assets are amortized over a weighted average of 8 to 15 year and 9 to 20 year estimated useful lives for trade names and customer relationships, respectively. The Company amortizes trade name intangible assets on a straight-line basis and customer relationship intangible assets on a basis consistent with their estimated economic benefit. Impairment of Long-Lived Assets — The Company reviews its long-lived assets, including property, plant and equipment, right of use assets and definite life intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. Recoverability is measured by a comparison of the assets carrying amount to their expected future undiscounted net cash flows. If such assets are considered to be impaired, the impairment to be recognized is measured based on the amount by which the carrying amount of the asset exceeds its fair value. No impairments occurred in 2023 or 2022. Income Taxes — Deferred tax assets or liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not (i.e. greater than 50% likely) that some or all of the deferred tax assets will not be realized. The determination of the amount of a valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, (3) the impact of tax planning strategies and (4) the ability to carry back deferred tax assets to offset prior taxable income. In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs. Additionally, valuation allowances related to deferred tax assets can be impacted by changes to tax laws. Significant judgment is required in determining income tax provisions as well as deferred tax asset and liability balances, including the estimation of valuation allowances and the evaluation of uncertain tax positions. Earnings from the Company's foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise would subject the Company to foreign withholding taxes and may subject the Company to U.S. federal and state taxes. The Company recognizes the benefit of tax positions when a benefit is more likely than not (i.e., greater than 50% likely) to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of Income tax expense (benefit) in the Consolidated Statements of Operations and Comprehensive Income (Loss). Leases — The Company determines if a contract contains a lease at inception. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the commencement date of a lease, the Company recognizes a liability to make lease payments and a Right Of Use ("ROU") asset representing the right to use the underlying asset during the lease term. The Company includes options to extend or terminate a lease within the lease term when it is reasonably certain the option will be exercised. Leases are categorized as either operating or financing leases at commencement of the lease. Operating leases consist of office space, distribution and service centers, and Bolt branches. Financing leases primarily consist of equipment such as forklifts and copiers. The lease liability is measured at the present value of fixed lease payments over the lease term. The lease liability includes payments allocated to lease components, while payments allocated to non-lease components are expensed as incurred for all asset classes. The Company uses its incremental borrowing rate to discount the total cash payments to present value for each lease. The Company reviews each lease to determine if there is a more appropriate discount rate to apply. The initial measurement of the ROU asset includes the initial measurement of the lease liability, fixed lease payments made in advance of the lease commencement date and initial direct costs incurred by the Company and excludes lease incentives. Variable lease payments, such as payments based on an index rate or usage, are expensed as incurred and excluded from lease liabilities and ROU assets. Upon commencement of the lease, rent expense is recognized on a straight-line basis for each operating lease. Each financing lease ROU asset is amortized on a straight-line basis over the lease period. The Company has elected the practical expedient to exclude any short-term lease, defined as a lease with an initial term of 12 months or less, from the provisions of ASC 842. The short-term leases are not recorded in the consolidated balance sheets. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. The Lawson and TestEquity segments operate as a lessor and rent certain equipment to customers through leases classified as operating leases. The leased equipment is recognized in Rental equipment, net in the Consolidated Balance Sheets and the leasing revenue is recognized on a straight-line basis. Earnings per Share — Basic earnings per share ("EPS") is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares of common stock and, if dilutive, common stock equivalents outstanding during the period. Diluted earnings per share reflect the potential dilution from the exercise or conversion of outstanding performance awards, stock options, market stock units and restricted stock awards into common stock. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. Contingently issuable shares are considered outstanding common shares and included in basic EPS as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted EPS, the contingently issuable shares should be included in the denominator of the diluted EPS calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. In accordance with ASC 260, Earnings per Share ("ASC 260"), the historical EPS was retrospectively adjusted to reflect the impact of the two-for-one stock split that occurred during 2023. For the reverse acquisition period prior to April 1, 2022, the Company calculates the basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements by dividing the income of the accounting acquirer attributable to common shareholders in each of those periods by the accounting acquirer’s historical weighted-average number of common shares outstanding. The Company calculates the weighted-average number of common shares outstanding (the denominator of the EPS calculation), including the equity interests issued by the legal acquirer to effect the reverse acquisition, as the number of common shares outstanding from the beginning of that period to the acquisition date computed on the basis of the weighted-average number of common shares of the accounting acquirer outstanding during the period multiplied by an exchange ratio derived from the shares exchanged at the Merger Date. Foreign Currency — The accounts of foreign subsidiaries are measured using the local currency as the functional currency. All balance sheet am ounts are translated into U.S. dollars using the exchange rates in effect at the applicable period end. Components of income or loss are translated using the average exchange rate for each reporting period. Gains and losses resulting from changes in the exchange rates from translation of the subsidiary accounts in local currency to U.S. dollars are reported as a component of Accumulated other comprehensive income or loss in the Consolidated Balance Sheets. Gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency are included as a component of net income or loss upon settlement of the transaction. Gains and losses resulting from foreign intercompany transactions are included as a component of net income or loss each reporting period unless the transactions are of a long-term-investment nature and settlement is not planned or anticipated in the foreseeable future, in which case the gains and losses are recorded as a component of Accumulated other comprehensive income or loss in the Consolidated Balance Sheets. Foreign currency transaction losses of $1.5 million and $0.9 million were recorded for 2023 and 2022, respectively, as a component of Other income (expense) in the Consolidated Statements of Operations and Comprehensive Income (Loss). Treasury Stock — The Company repurchased 138,725 shares of its common stock during 2023 and 108,178 shares of its common stock during 2022 through its previously announced stock repurchase plan. The Company repurc hased 11,378 shares of its common stock i n 2023 and 24,163 shares of its common stock in 2022 from employees upon the vesting of restricted stock to offset the income taxes owed by those employees. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity. The cost of the common stock repurchased during 2023 and held in treasury wa s $3.9 million . Segment Information — ASC 280, Segment Reporting , establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision-maker (“CODM”) is the Chief Executive Officer of DSG. The Company has determined it has four operating segments: (i) Lawson, (ii) Gexpro Services, (iii) TestEquity and (iv) All Other. The Company’s three reportable segments include (i) Lawson, (ii) Gexpro Services and (iii) TestEquity. The Company’s CODM reviews the operating results of the segments for the purpose of allocating resources and evaluating financial performance. The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements. See Note 14 – Segment Information for further details. Acquisitions — The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Fair Value Measurements — The Company applies the guidance in ASC 820, Fair Value Measurements to account for financial assets and liabilities measured on a recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices for identical assets and liabilities in active markets. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on management's best estimate of fair value and that are significant to the fair value of the asset or liability. The carrying amount of accounts receivable, accounts payable, accrued expenses and other working capital balances are considered a reasonable estimate of their fair value due to the short-term maturity of these instruments. The carrying amount of debt is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s earnout derivative liability and debt are recorded at fair value on a recurring basis and were estimated using Level 3 inputs. Earnout Derivative Liability — The Company recorded an earnout derivative liability for the future contingent equity shares related to the TestEquity Holdback Shares and the Gexpro Services Holdback Shares provisions within the Merger Agreements. The contingently issuable shares are not indexed to DSG common stock and, therefore, are accounted for as liability classified instruments in accordance with ASC 815-40 , Contracts in Entity’s Own Equity , as the events that determine the number of contingently issuable shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of DSG common stock. The contingently issuable shares were initially measured at the Merger Date and were subsequently measured at each reporting date until settled, or when they met the criteria for equity classification. Changes in the fair value of the earnout derivative liability are recorded as a component of Change in fair value of earnout liability in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company reassesses the classification of these derivative liabilities for earnout arrangements each balance sheet date. If the contingencies are resolved for the issuable shares, the earnout derivative liability is reclassified from the liability to equity as of the date of the event that caused the contingencies to be met. The earnout derivative liability is measured at fair value immediately prior to the reclassification to equity. If the earnout derivative liability is reclassified from a liability to equity, gains or losses recorded to account for the liability at fair value during the period that the contract was classified as a liability are not reversed. The contingently issuable shares are included in the denominator of the basic earnings per share calculation as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted earnings per share, the contingently issuable shares are included in the denominator of the diluted earnings per share calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. See Note 12 – Earnings Per Share for further information. Use of Estimates — Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported for service revenue, service cost, allowance for doubtful accounts, inventory write-offs, goodwill and intangible assets valuation, stock-based compensation and income taxes in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Supplier Concentrations — During 2023 and 2022, TestEquity purchases of inventory from one unrelated supplier accounted for 5.4% and 10.3% of the Company's total inventory purchases, respectively. Reclassifications — Certain prior period amounts have been reclassified to conform to the current period presentation, primarily relating to the presentation of accrued expenses and other liabilities. These reclassifications did not result in any changes to previously reported total assets, stockholder’s equity, and net income. Recent Accounting Pronouncements - Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the requirements for how an entity should measure credit losses on financial instruments. The pronouncement was effective for smaller reporting companies in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and the new guidance will be applied on a prospective basis. The Company adopted this guidance January 1, 2023. The adoption had no material impact on the Company's financial condition, results of operations or cash flows. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The pronouncement is effective in fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company adopted this guidance on January 1, 2023. The adoption had no impact on the Company's financial condition, results of operations or cash flows and will be applied to business combinations on or after the adoption date. Recent Accounting Pronoun cements - Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The pronouncement is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption will have on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to require greater disaggregation of income tax disclo |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 3 – Business Acquisitions Combination with TestEquity and Gexpro Services On April 1, 2022, the Mergers were completed via all-stock merger transactions. Pursuant to the Merger Agreements, DSG issued an aggregate of 20.6 million shares of DSG common stock to the former owners of TestEquity and Gexpro Services. On March 20, 2023, an additional 3.4 million shares of DSG common stock were issued. Refer to Note 1 – Nature of Operations and Basis of Presentation for further information regarding the Mergers. The business combination of Lawson, TestEquity and Gexpro Services combines three value added complementary distribution businesses. Lawson is a distributor of specialty products and services to the industrial, commercial, institutional, and governmental MRO marketplace. TestEquity is a distributor of parts and services to the industrial, commercial, institutional and governmental electronics manufacturing and test and measurement market. Gexpro Services is a provider of supply chain solutions, specializing in developing and implementing VMI and kitting programs to high-specification manufacturing customers. Gexpro Services provides critical products and services to customers throughout the lifecycle of highly technical OEM products. Refer to Note 1 – Nature of Operations and Basis of Presentation for more information on the nature of operations for these businesses. The Mergers were accounted for as a reverse merger under the acquisition method of accounting for business combinations, whereby TestEquity and Gexpro Services were identified as the accounting acquirers and were treated as a combined entity for financial reporting purposes, and DSG was identified as the accounting acquiree. Accordingly, under the acquisition method of accounting, the purchase price was allocated to DSG's tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values. These estimates were determined through established and generally accepted valuation techniques. Allocation of Consideration Exchanged 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 shares 18,240,334 DSG common stock closing price per share on March 31, 2022 $ 19.27 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. Due to the publicly traded nature of shares of DSG common stock, the equity issuance of shares of DSG common stock based on this value was considered to be a more reliable measurement of the fair market value of the transaction compared to the equity interests of the accounting acquirer. The allocation of consideration exchanged to the tangible and identifiable intangible assets acquired and liabilities assumed was based on estimated fair values as of the Merger Date. The accounting for the Mergers was complete as of December 31, 2022. Goodwill generated from the Mergers is not deductible for tax purposes. The following table summarizes the allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed at the Merger Date after applying measurement period adjustments: (in thousands) Final Purchase Price Allocation Current assets $ 148,308 Property, plant and equipment 57,414 Right of use assets 18,258 Other intangible assets 119,060 Deferred tax liability, net of deferred tax asset (19,394) Other assets 18,373 Current liabilities (71,165) Long-term obligations (25,746) Lease and financing obligations (28,827) Derivative earnout liability (43,900) Goodwill 181,020 Total consideration exchanged $ 353,401 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 names 43,010 8 Total other intangible assets $ 119,060 Other Acquisitions DSG and its operating companies acquired other businesses during the years ended December 31, 2023 and 2022. 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. Purchase of HIS Company, Inc. On June 8, 2023, DSG acquired all of the issued and outstanding capital stock of HIS Company, Inc., a Texas corporation ("Hisco" and the "Hisco Transaction"), a distributor of specialty products serving industrial technology applications, pursuant to a Stock Purchase Agreement dated March 30, 2023 (the "Purchase Agreement"). In connection with this transaction, DSG combined the operations of TestEquity and Hisco, further expanding the product and service offerings at TestEquity, as well as all of our operating businesses under DSG. Hisco operates in 38 locations across North America, including its Precision Converting facilities that provide value-added fabrication and its Adhesive Materials Group that provides an array of custom repackaging solutions. Hisco offers customers a broad range of products, including adhesives, chemicals and tapes, as well as specialty materials such as electrostatic discharge, thermal management materials and static shielding bags. Hisco also offers vendor-managed inventory and Radio Frequency Identification ("RFID") programs with specialized warehousing for chemical management, logistics services and cold storage. The total purchase consideration exchanged for the Hisco Transaction was $267.3 million, net of cash acquired of $12.2 million, with a potential additional earn-out payment subject to Hisco achieving certain performance targets. Refer to Note 8 – Earnout Liabilities for additional information on the earn-out. DSG will also pay $37.5 million in cash or DSG common stock in retention bonuses to certain Hisco employees that remain employed with Hisco or its affiliates for at least twelve months after the closing of the Hisco Transaction. For the year ended December 31, 2023, $22.8 million was recorded as compensation expense over the service period for the retention bonuses as a component of Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). DSG funded the Hisco Transaction with borrowings under its 2023 Amended Credit Agreement (as defined below) and proceeds raised from the Rights Offering (as defined below). Refer to Note 9 – Debt for information about the 2023 Amended Credit Agreement and Note 11 – Stockholders' Equity for details on the Rights Offering. The Purchase Agreement allowed certain eligible Hisco employees to invest all or a portion of their respective closing payment in DSG common stock at $22.50 per share, up to an aggregate value of DSG common stock issued to such eligible Hisco employees of $25.0 million. During 2023, the Company issued 144,608 shares of DSG common stock to the eligible Hisco employees and received approximately $3.3 million. During 2023, approximately $0.4 million was recorded as compensation expense for the discount between the prevailing market price of the DSG common stock on the date of purchase and the purchase price of $22.50 per share as a component of Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). 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: Hisco (in thousands) June 8, 2023 Measurement Period Adjustments Adjusted Total Accounts Receivable (1) $ 66,792 $ (2,269) $ 64,523 Inventory 61,300 (645) 60,655 Other current assets 3,858 350 4,208 Property, plant and equipment 48,326 — 48,326 Right of use assets 21,102 1,188 22,290 Other intangible assets: Customer relationships 41,800 (1,800) 40,000 Trade names 25,600 (300) 25,300 Deferred tax liability, net of deferred tax asset (2,544) 81 (2,463) Other assets 2,495 — 2,495 Accounts payable (16,689) — (16,689) Lease liabilities (22,372) 293 (22,079) Accrued expenses and other liabilities (8,961) (289) (9,250) Goodwill 49,718 232 49,950 Total purchase consideration exchanged, net of cash acquired $ 270,425 $ (3,159) $ 267,266 Cash consideration $ 252,007 $ — $ 252,007 Deferred consideration (2) 12,418 2,741 15,159 Contingent consideration 6,000 (5,900) 100 Total purchase consideration exchanged, net of cash acquired $ 270,425 $ (3,159) $ 267,266 (1) Accounts receivable had an estimated fair value of $64.5 million and a gross contractual value of $66.8 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected. (2) The Company paid $7.8 million of the Hisco deferred consideration during 2023. Certain estimated values for the Hisco Transaction, including the valuation of intangibles, property, plant and equipment, contingent consideration, and income taxes (including deferred taxes and associated valuation allowances), 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 final valuation will be completed within the one-year measurement period following the acquisition date, and any adjustments will be recorded in the period in which the adjustments are determined. Following the initial fair value measurement, the Company updated the purchase price allocation for Hisco primarily related to the ongoing review of the opening balance sheets and contractual working capital adjustments and revised certain assumptions used in estimating the fair value of the contingent consideration. The adjustments to these balances resulted in a $0.2 million increase to goodwill and a $3.2 million decrease to the total purchase consideration, net of cash acquired. The customer relationships and trade names intangibles assets have estimated useful lives of 12 years and 8 years, respectively. As a result of the Hisco Transaction, the Company recorded tax deductible goodwill of $41.4 million in 2023 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. Purchases of Other Companies in 2022 During the year ended December 31, 2022, TestEquity acquired Interworld Highway, LLC, National Test Equipment, and Instrumex, and Gexpro Services acquired Resolux ApS ("Resolux") and Frontier Technologies Brewton, LLC and Frontier Engineering and Manufacturing Technologies, Inc. ("Frontier"). The consideration exchanged for these acquired businesses included various combinations of cash and sellers' notes. The accounting for each acquisition was completed within the one-year measurement periods following the respective acquisition dates and any adjustments were recorded in the period in which the adjustments were determined. 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) (626) (8,006) Lease liabilities — (1,125) (9,313) — — (10,438) Long-term debt — — — — (2,105) (2,105) Goodwill 37,236 10,305 11,544 5,703 1,989 66,777 Total purchase consideration exchanged, net of cash acquired $ 54,690 $ 30,755 $ 25,674 $ 7,192 $ 2,292 $ 120,603 Cash consideration $ 54,690 $ 30,755 $ 25,674 $ 6,023 $ 1,818 $ 118,960 Seller's notes — — — 1,169 — 1,169 Deferred consideration — — — — 474 474 Total purchase consideration exchanged, net of cash acquired $ 54,690 $ 30,755 $ 25,674 $ 7,192 $ 2,292 $ 120,603 The consideration for the Frontier acquisition includes a potential earn-out payment of up to $3.0 million based upon the achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2024. Refer to Note 8 – Earnout Liabilities for additional information on the earn-out. During 2023, the Company completed the purchase price allocation for Instrumex with adjustments to accrued expenses and other liabilities and long-term debt based on the final fair value measurements. The adjustments to these balances resulted in a $0.9 million increase to goodwill and a $1.6 million decrease to the total purchase consideration, net of cash acquired. As a result of acquisitions completed in 2022, the Company recorded tax deductible goodwill of $53.6 million in 2022 that may result in a tax benefit in future periods. Unaudited Pro Forma Information The following table presents estimated unaudited pro forma consolidated financial information for DSG as if the Mergers and other acquisitions disclosed above occurred on January 1, 2022 for the acquisition completed during 2023 and January 1, 2021 for the acquisitions completed during 2022. 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 and other acquisitions been completed on the date indicated. Year Ended December 31, (in thousands) 2023 2022 Revenue $ 1,752,465 $ 1,753,939 Net income (37,114) (6,264) Actual Results of Business Acquisitions 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, 2023 and 2022. The 2023 and 2022 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, 2023 Year Ended December 31, 2022 (in thousands) Lawson Other Acquisitions Total Lawson Other Acquisitions Total Revenue $ — $ 229,358 $ 229,358 $ 373,738 $ 151,217 $ 524,955 Net Income $ — $ (14,478) $ (14,478) $ 15,283 $ 8,670 $ 23,953 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 4 – Revenue Recognition Disaggregation of Revenue The Company’s revenue is primarily comprised of product sales to customers. The Company has disaggregated revenue by geographic area and by segment as it most reasonably depicts the amount, timing and uncertainty of revenue and cash flows generated from our contracts with customers. Disaggregated consolidated revenue by geographic area (based on the location to which the product is shipped to): Year Ended December 31, (in thousands) 2023 2022 United States $ 1,253,401 $ 932,418 Canada 141,125 118,722 Europe 79,643 51,631 Pacific Rim 13,515 10,768 Latin America 74,577 34,202 Other 9,841 3,681 Intersegment revenue elimination (1,700) — Total revenue $ 1,570,402 $ 1,151,422 See Note 14 – Segment Information for disaggregation of revenue by segment. Rental Revenue TestEquity rents new and used electronic test and measurement equipment to customers in multiple industries. Lawso n leases parts washer machines to customers. This leased equipment is included in Rental equipment, net in the Consolidated Balance Sheets, and rental revenue is included in Revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss) . The unearned rental revenue related to customer prepayments on equipment leases was nominal at December 31, 2023 and December 31, 2022 . Rental revenue from operating leases: Year Ended December 31, (in thousands) 2023 2022 Revenue from operating leases $ 17,186 $ 17,675 |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Supplemental Financial statements Information | Note 5 – Supplemental Financial Statement Information Restricted Cash The Company has agreed to maintain restricted cash of $15.7 million under agreements with outside parties. An escrow account of $12.5 million was established in conjunction with the Hisco Transaction, to be released upon Hisco meeting certain working capital and other post-closing requirements as of the one year post-acquisition date with a balance of $7.3 million at December 31, 2023 . The Company is restricted from withdrawing this balance without the prior consent of the sellers. The remaining restricted cash balance of $8.4 million represents collateral for certain borrowings under the 2023 Amended Credit Agreement, and the Company is restricted from withdrawing this balance without the prior consent of the respective lenders. Property, Plant and Equipment, net Components of property, plant and equipment, net were as follows: December 31, (in thousands) 2023 2022 Land $ 16,916 $ 9,578 Buildings and improvements 50,376 27,199 Machinery and equipment 48,844 26,948 Capitalized software 9,148 7,889 Furniture and fixtures 11,022 6,346 Vehicles 1,738 1,713 Construction in progress (1) 6,025 3,140 Total 144,069 82,813 Accumulated depreciation and amortization (30,258) (18,418) Property, plant and equipment, net $ 113,811 $ 64,395 (1) Construction in progress primarily relates to upgrades to certain of the Company's information technology systems that we expect to place in service in the next 12 months. Depreciation expense for property, plant and equipment was $13.1 million in 2023 and $6.5 million in 2022. Amortization expense for capitalized software was $2.6 million in 2023 and $1.6 million in 2022. Rental Equipment, net Rental equipment, net consisted of the following: December 31, (in thousands) 2023 2022 Rental equipment $ 52,387 $ 63,184 Accumulated depreciation (27,812) (36,045) Rental equipment, net $ 24,575 $ 27,139 Depreciation expense included in cost of sales for rental equipment was $7.6 million and $8.0 million for 2023 and 2022, respectively. Refer to Note 4 – Revenue Recognition for a discussion on the Company's activities as lessor. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, (in thousands) 2023 2022 Accrued compensation $ 25,371 $ 24,094 Accrued severance and acquisition related retention bonus 21,128 927 Accrued and withheld taxes, other than income taxes 8,661 4,885 Deferred acquisition payments and accrued earnout liabilities 7,513 1,383 Accrued stock-based compensation 5,573 3,340 Accrued customer rebates 5,473 5,053 Accrued interest 3,301 1,775 Accrued income taxes 1,994 731 Accrued health benefits 1,728 1,306 Deferred revenue 810 2,313 Other 15,689 16,870 Total accrued expenses and other current liabilities $ 97,241 $ 62,677 Other Liabilities Other liabilities consisted of the following: December 31, (in thousands) 2023 2022 Security bonus plan $ 8,666 $ 9,651 Deferred compensation 11,041 9,962 Other 5,736 4,036 Total other liabilities $ 25,443 $ 23,649 Security Bonus Plan The Company has a security bonus plan which was previously created for the benefit of its Lawson independent sales representatives, under the terms of which participants are credited with a percentage of their annual net commissions. The aggregate amounts credited to participants’ accounts vest 25% after five years, and an additional 5% vests each year thereafter upon qualification for the plan. On January 1, 2013, the Company converted all of its Lawson U.S. independent sales representatives to employees. The security bonuses for those converted employees continue to vest, but their accounts are no longer credited with a percentage of net commissions. For financial reporting purposes, amounts are charged to operations over the vesting period. Expenses incurred for the security bonus plan were $0.2 million for the year ended December 31, 2023 . The security bonus plan is partially funded by an $8.2 million investment in the cash surrender value in life insurance of certain employees which is included as a component of Cash value of life insurance in the Consolidated Balance Sheets . As of December 31, 2023, t he $8.9 million liability is primarily included in the Security bonus plan in the Consolidated Balance Sheets with the remaining portion included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6 – Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill by segment were as follows: (in thousands) Lawson TestEquity Gexpro Services All Other Total Balance at December 31, 2021 $ — $ 70,112 $ 34,099 $ — $ 104,211 Acquisitions 156,133 43,992 21,849 24,887 246,861 Impact of foreign exchange rates (360) — (527) (2,137) (3,024) Balance at December 31, 2022 155,773 114,104 55,421 22,750 348,048 Acquisitions (1) — 50,886 — — 50,886 Impact of foreign exchange rates 142 — 322 527 991 Balance at December 31, 2023 $ 155,915 $ 164,990 $ 55,743 $ 23,277 $ 399,925 (1) Refer to Note 3 – Business Acquisitions for information related to measurement period adjustments. Intangible Assets The gross carrying and accumulated amortization for definite-lived intangible assets were as follows: December 31, 2023 December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 117,881 $ (30,093) $ 87,788 $ 92,286 $ (17,401) $ 74,885 Customer relationships 233,513 (71,215) 162,298 192,934 (44,481) 148,453 Other (1) 8,011 (4,263) 3,748 7,961 (3,305) 4,656 Total $ 359,405 $ (105,571) $ 253,834 $ 293,181 $ (65,187) $ 227,994 (1) Other primarily consists of non-compete agreements. Amortization expense for definite-lived intangible assets was $40.3 million in 2023 and $29.1 million in 2022. Amortization expense related to intangible assets was recorded in Selling, general and administrative expenses. The remaining weighted-average useful lives of intangible assets as of December 31, 2023 was 3.9 years for trade names and 4.8 years for customer relationships. The estimated aggregate amortization expense for each of the next five years and thereafter are as follows: (in thousands) Amortization 2024 $ 42,875 2025 39,180 2026 36,167 2027 31,305 2028 27,192 Thereafter 77,115 Total $ 253,834 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 7 – Leases The Company leases property used for warehousing, distribution centers, office space, branch locations, equipment and vehicles. The expenses related to our leasing activity for the years ended December 31, 2023 and 2022 was as follows (in thousands): Year Ended December 31, Lease Type Classification 2023 2022 Operating Lease Expense (1) Operating expenses $ 21,131 $ 15,151 Financing Lease Amortization Operating expenses 546 466 Financing Lease Interest Interest expense 93 41 Financing Lease Expense 639 507 Net Lease Cost $ 21,770 $ 15,658 (1) Includes short term lease expense, which is immaterial. The value of net assets and liabilities related to our operating and finance leases as of December 31, 2023 and December 31, 2022 was as follows (in thousands): December 31, Lease Type 2023 2022 Total ROU operating lease assets $ 76,340 $ 46,755 Total ROU financing lease assets 1,560 1,519 Total lease assets $ 77,900 $ 48,274 Total current operating lease obligation $ 13,010 $ 9,480 Total current financing lease obligation 539 484 Total current lease obligations $ 13,549 $ 9,964 Total long term operating lease obligation $ 66,234 $ 38,898 Total long term financing lease obligation 831 930 Total long term lease obligation $ 67,065 $ 39,828 The value of lease liabilities related to our operating and finance leases as of December 31, 2023 was as follows (in thousands): Maturity Date of Lease Liabilities Operating Leases Financing Leases Total 2024 $ 18,555 $ 615 $ 19,170 2025 18,299 435 18,734 2026 14,488 344 14,832 2027 12,371 117 12,488 2028 10,440 4 10,444 Thereafter 29,841 1 29,842 Total lease payments 103,994 1,516 105,510 Less: Interest (24,750) (146) (24,896) Present value of lease liabilities $ 79,244 $ 1,370 $ 80,614 The weighted average lease terms and interest rates of leases held as of December 31, 2023 and 2022 were as follows: Year Ended December 31, 2023 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term 6.6 years 2.8 years 5.6 years 3.1 years Weighted average interest rate 7.8% 7.1% 7.1% 6.6% The cash outflows of leasing activity for the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, Cash Flow Source Classification 2023 2022 Operating cash flows from operating leases Operating activities $ (15,516) $ (12,149) Operating cash flows from financing leases Operating activities $ (242) $ (184) Financing cash flows from financing leases Financing activities $ (515) $ (429) Refer to Note 4 – Revenue Recognition for a discussion on the Company's activities as lessor. |
Leases | Note 7 – Leases The Company leases property used for warehousing, distribution centers, office space, branch locations, equipment and vehicles. The expenses related to our leasing activity for the years ended December 31, 2023 and 2022 was as follows (in thousands): Year Ended December 31, Lease Type Classification 2023 2022 Operating Lease Expense (1) Operating expenses $ 21,131 $ 15,151 Financing Lease Amortization Operating expenses 546 466 Financing Lease Interest Interest expense 93 41 Financing Lease Expense 639 507 Net Lease Cost $ 21,770 $ 15,658 (1) Includes short term lease expense, which is immaterial. The value of net assets and liabilities related to our operating and finance leases as of December 31, 2023 and December 31, 2022 was as follows (in thousands): December 31, Lease Type 2023 2022 Total ROU operating lease assets $ 76,340 $ 46,755 Total ROU financing lease assets 1,560 1,519 Total lease assets $ 77,900 $ 48,274 Total current operating lease obligation $ 13,010 $ 9,480 Total current financing lease obligation 539 484 Total current lease obligations $ 13,549 $ 9,964 Total long term operating lease obligation $ 66,234 $ 38,898 Total long term financing lease obligation 831 930 Total long term lease obligation $ 67,065 $ 39,828 The value of lease liabilities related to our operating and finance leases as of December 31, 2023 was as follows (in thousands): Maturity Date of Lease Liabilities Operating Leases Financing Leases Total 2024 $ 18,555 $ 615 $ 19,170 2025 18,299 435 18,734 2026 14,488 344 14,832 2027 12,371 117 12,488 2028 10,440 4 10,444 Thereafter 29,841 1 29,842 Total lease payments 103,994 1,516 105,510 Less: Interest (24,750) (146) (24,896) Present value of lease liabilities $ 79,244 $ 1,370 $ 80,614 The weighted average lease terms and interest rates of leases held as of December 31, 2023 and 2022 were as follows: Year Ended December 31, 2023 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term 6.6 years 2.8 years 5.6 years 3.1 years Weighted average interest rate 7.8% 7.1% 7.1% 6.6% The cash outflows of leasing activity for the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, Cash Flow Source Classification 2023 2022 Operating cash flows from operating leases Operating activities $ (15,516) $ (12,149) Operating cash flows from financing leases Operating activities $ (242) $ (184) Financing cash flows from financing leases Financing activities $ (515) $ (429) Refer to Note 4 – Revenue Recognition for a discussion on the Company's activities as lessor. |
Earnout Liabilities
Earnout Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Earnout Liabilities | Note 8 – Earnout Liabilities Combination with TestEquity and Gexpro Services On the Merger Date, the Company recorded an earnout derivative liability for the two earnout provisions within the Merger Agreements. The Company estimated the initial fair value of the earnout derivative liability based on an aggregate of 2,324,000 additional shares available to be issued under the two earnout provisions of the Merger Agreements. The aggregate of 2,324,000 shares was comprised of 1,400,000 shares of DSG common stock that were contingently issuable to (or forfeitable by) the TestEquity Equityholder and 924,000 shares of DSG common stock that were contingently issuable to (or forfeitable by) the Gexpro Services Stockholder, in each case as of the Merger Date. The additional 1,076,000 shares that were potentially issuable as of the Merger Date under the earnouts were not recorded as an earnout derivative liability as the acquisition contingency for these shares was determined to have been met at the Merger Date. The Company's earnout derivative liability was classified as a Level 3 instrument and was measured at fair value on a recurring basis. The fair value of the earnout derivative liability was measured using the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis for the year ended December 31, 2022. Inputs to that model included the expected time to liquidity, the risk-free interest rate over the term, expected volatility based on representative peer companies and the estimated fair value of the underlying class of common stock. The significant unobservable inputs used in the fair value measurement of the earnout derivative liability were the fair value of the underlying stock at the valuation date and the estimated term of the earnout arrangement periods. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. The estimated aggregate fair value of the earnout derivative liability recorded on the April 1, 2022 Merger Date was $43.9 million, with an offsetting entry to additional paid-in capital. As of April 29, 2022 and December 31, 2022, 1,400,000 and 924,000 of the 2,324,000 shares, respectively, were reclassified to equity, as the contingencies had been determined to have been met. There was no remaining earnout derivative liability at December 31, 2022. Immediately prior to the reclassifications, the respective shares were remeasured to fair value. For the year ended December 31, 2022, the Company recorded income of $0.3 million as a component of Change in fair value of earnout liabilities in the Consolidated Statements of Operations and Comprehensive Income (Loss) due to changes in the fair value of the earnout derivative liability. As the remaining additional shares had been reclassified to equity as of December 31, 2022, there was no change in fair value for the year ended December 31, 2023. See Fair Value Measurements in Note 2 – Summary of Significant Accounting Policies for further information. On March 20, 2023, all of the 3.4 million shares of DSG common stock available to be issued under the earnout provisions within the Merger Agreements were issued in accordance with the two earnout provisions within the Merger Agreements. Hisco Acquisition The Hisco Transaction includes a potential earn-out payment of up to $12.6 million, subject to Hisco achieving certain performance targets. The earn-out payment is calculated based on the gross profit of Hisco and its affiliates for the twelve months ending October 31, 2023, subject to certain adjustments and exclusions set forth in the Purchase Agreement. The fair value of the contingent consideration arrangement was classified as a Level 3 instrument and was determined using a probability-based scenario analysis approach. As of June 8, 2023 (the Hisco Transaction date) and December 31, 2023, the fair value of the earn-out was $0.1 million and $0.0 million, respectively, with amounts recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. Frontier Acquisition The consideration for the Frontier acquisition includes a potential earn-out payment of up to $3.0 million based upon the achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2024, with payments made annually beginning in 2023 and ending in 2025. During the first quarter of 2023, a $1.0 million earn-out payment was made based on the achievement of certain milestones in 2022. The fair value of the contingent consideration arrangement was classified as a Level 3 instrument and was determined using a probability-based scenario analysis approach. As of March 31, 2022 (the Frontier acquisition date), December 31, 2022 and December 31, 2023, the fair value of the earn-out was $0.9 million, $1.7 million and $0.0 million, respectively, with amounts recorded in Accrued expenses and other current liabilities and Other liabilities in the Consolidated Balance Sheets. The Company recorded income of $0.7 million for changes in the fair value of the earn-out liability for the year ended December 31, 2023 as a component of Change in fair value of earnout liabilities |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 9 – Debt The Company's outstanding long-term debt was comprised of the following: December 31, (in thousands) 2023 2022 Senior secured revolving credit facility $ — $ 122,000 Senior secured term loan 228,125 243,750 Senior secured delayed draw term loan 46,875 50,000 Incremental term loan 297,375 — Other revolving line of credit 2,301 1,352 Total debt 574,676 417,102 Less: current portion of long-term debt (32,551) (16,352) Less: deferred financing costs (6,244) (4,925) Total long-term debt $ 535,881 $ 395,825 2023 Amended Credit Agreement On June 8, 2023, the Company and certain of its subsidiaries entered into the First Amendment to Amended and Restated Credit Agreement (the “First Amendment” and as amended, the "2023 Amended Credit Agreement"), which amended and replaced the previous credit agreement, dated as of April 1, 2022. The 2023 Amended Credit Agreement provides for (i) a $200 million senior secured revolving credit facility, with a $25 million letter of credit sub-facility and a $10 million swingline loan sub-facility, (ii) a $250 million senior secured initial term loan facility, (iii) a $305 million incremental term loan, (iv) a $50 million senior secured delayed draw term loan facility and (v) the Company to increase the commitments thereunder from time to time by up to $200 million in the aggregate, subject to, among other things, the receipt of additional commitments from existing and/or new lenders and pro forma compliance with the financial covenants in the 2023 Amended Credit Agreement. On June 8, 2023, in connection with the Hisco Transaction, the Company borrowed the $305 million under the incremental term loan. These borrowings were used, among other things, to partially fund the Hisco Transaction, to repay certain existing indebtedness of Hisco and to pay fees and expenses incurred in connection with the Hisco Transaction and the First Amendment. Refer to Note 3 – Business Acquisitions for further details about the Hisco Transaction. Net of outstanding letters of credit, there w as $198.3 million of borrowi ng availability under the revolving credit facility as of December 31, 2023. The 2023 Amended Credit Agreement requires that the proceeds of any revolving credit facility loans be used for working capital and general corporate purposes (including, without limitation, permitted acquisitions), and requires that the proceeds of any delayed draw term loan facility be used solely to finance the payment of consideration for acquisitions permitted under the 2023 Amended Credit Agreement, and for any fees, costs and expenses incurred in connection therewith. The loans under the 2023 Amended Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) the Alternate Base Rate or the Canadian Prime Rate (each as defined in the 2023 Amended Credit Agreement), plus, in each case, an additional margin ranging from 0.0% to 1.75% per annum, depending on the total net leverage ratio of the Company and its restricted subsidiaries as of the most recent determination date under the 2023 Amended Credit Agreement or (ii) the Adjusted Term SOFR Rate or the CDOR Rate (each as defined in the 2023 Amended Credit Agreement), plus, in each case, an additional margin ranging from 1.0% to 2.75% per annum, depending on the total net leverage ratio of the Company and its restricted subsidiaries as of the most recent determination date under the 2023 Amended Credit Agreement. The 2023 Amended Credit Agreement requires the Company to pay certain closing fees, arrangement fees, administration fees, commitment fees, ticking fees and letter of credit fees. These fees are reported as a component of Interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) and vary depending on the total net leverage ratio as defined in the 2023 Amended Credit Agreement. Fees were nominal in both 2023 and 2022. On June 8, 2023, deferred financing costs of $3.4 million were incurred in connection with the 2023 Amended Credit Agreement, and deferred financing costs of $4.0 million were incurred during 2022 in connection with the previous credit agreement. Deferred financing costs are amortized over the life of the debt instrument and reported as a component of Interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization of deferred financing costs was $2.4 million and $1.9 million for 2023 and 2022, respectively. As of December 31, 2023, deferred financing costs net of accumulated amortization were $8.6 million of which $6.2 million are included in Long-term debt, less current portion, net (related to the senior secured term loan, senior secured delayed draw term loan and incremental term loan) and $2.3 million are included in Other assets (related to the senior secured revolving credit facility) in the Consolidated Balance Sheets. Each of the loans under the 2023 Amended Credit Agreement matures on April 1, 2027, at which time all outstanding loans, together with all accrued and unpaid interest, must be repaid and the revolving credit facility commitments will terminate. Future maturities of long-term debt are $30.3 million per year payable in equal quarterly installments in 2024, 2025 and 2026, with the remaining balance of $481.6 million due in 2027 upon maturity. The Company is also required to prepay the term loans with the net cash proceeds from any disposition of certain assets (subject to reinvestment rights) or from the incurrence of any unpermitted debt. The Company may borrow, repay and reborrow the revolving loans until April 1, 2027, prepay any of the term loans, and terminate any of the commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions and the reimbursement of certain lender costs in the case of prepayments of certain types of loans. Subject to certain exceptions as set forth in the 2023 Amended Credit Agreement, the obligations of the Company and its U.S. subsidiaries under the 2023 Amended Credit Agreement are guaranteed by the Company and certain of the Company’s U.S. subsidiaries and the obligations of each of the Company’s Canadian subsidiaries under the 2023 Amended Credit Agreement are guaranteed by the Company and certain of its U.S. and Canadian subsidiaries. Subject to certain exceptions as set forth in the 2023 Amended Credit Agreement, the obligations under the 2023 Amended Credit Agreement are secured by a first priority security interest in and lien on substantially all assets of the Company, each other borrower and each guarantor. The 2023 Amended Credit Agreement contains various covenants, including financial maintenance covenants requiring the Company to maintain compliance with a consolidated minimum interest coverage ratio and a maximum total net leverage ratio, each determined in accordance with the terms of the 2023 Amended Credit Agreement. The 2023 Amended Credit Agreement contains various events of default (subject to exceptions, thresholds and grace periods as set forth in the 2023 Amended Credit Agreement). Under certain circumstances, a default interest rate will apply on all obligations at a rate equal to 2.0% per annum above the applicable interest rate. The Company was in compliance with all financial covenants as of December 31, 2023 . Previous Credit Agreements 2022 Amended and Restated Credit Agreement On April 1, 2022, DSG and certain of its subsidiaries entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”) by and among DSG, certain subsidiaries of DSG as borrowers or guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The 2022 Credit Agreement provided for (i) a $200 million senior secured revolving credit facility, with a $25 million letter of credit sub-facility and a $10 million swingline loan sub-facility, (ii) a $250 million senior secured initial term loan facility and (iii) a $50 million senior secured delayed draw term loan facility. In addition, the 2022 Credit Agreement permitted the Company to increase the commitments from time to time by up to $200 million in the aggregate, subject to, among other things, the receipt of additional commitments from existing and/or new lenders and pro forma compliance with the financial covenants in the Amended and Restated Credit Agreement. On April 1, 2022, in connection with the Mergers, the Company borrowed the $250.0 million under the initial term loan facility and approximately $86.0 million of the revolving credit facility loans. These borrowings were used to 1) repay all obligations and refinance the Company’s previous credit agreement, 2) repay certain existing indebtedness of TestEquity and Gexpro Services and their respective subsidiaries, 3) pay fees and expenses in connection with the Mergers, and 4) finance the working capital needs and general corporate purposes of the Company. On April 29, 2022, the Company borrowed the $50.0 million available under the delayed draw term loan facility to finance the acquisition of Interworld Highway, LLC. A $2.8 million loss on the extinguishment of debt for unamortized deferred financing costs was recorded in 2022 in connection with the payoff of previous indebtedness. The extinguishment is recorded in Loss on extinguishment of debt in the Consolidated Statements of Operations and Comprehensive Income (Loss). On June 8, 2023, the 2022 Credit Agreement was replaced entirely with the 2023 Amended Credit Agreement discussed above. Gexpro Services - January 3, 2022 Gexpro Services Credit Agreement On January 3, 2022, Gexpro Services entered into a credit agreement ("2022 Gexpro Services Credit Agreement") with a financial institution under which Gexpro Services obtained an initial $137 million term loan ("2022 Gexpro Services Term Loan"), a $25 million revolving line of credit ("2022 Gexpro Services Revolver") and a delayed $83 million term loan ("2022 Gexpro Services Delayed Term Loan"). The proceeds of the 2022 Gexpro Services Term Loan and 2022 Gexpro Services Delayed Term Loan were used to fund the Resolux acquisition, repay all borrowings under the 2020 Gexpro Services Credit Agreements (as defined below) and seller’s promissory note from SIS acquisition (refer to Note 3 – Business Acquisitions for further details of these acquisitions). In connection with the 2022 Gexpro Services Credit Agreement, deferred financing costs of $7.4 million were incurred. Gexpro Services - 2020 Gexpro Services Credit Agreements On February 24, 2020, Gexpro Services entered into credit agreements under which Gexpro Services obtained a $60 million term loan a $15 million revolving line of credit. A loss on debt extinguishment of $0.6 million was recorded on January 3, 2022 in connection with the January 3, 2022 Gexpro Services Credit Agreement. TestEquity - 2017 TestEquity Credit Agreement On April 28, 2017, TestEquity entered into a credit agreement with a financial institution under which TestEquity obtained a $101 million term loan and a $15.0 million revolving line of credit. A loss on debt extinguishment of $0.2 million was recorded on April 1, 2022 in connection with the 2022 Credit Agreement executed in connection with the consummation of the Mergers . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10 – Stock-Based Compensation The Company recorded stock-based compensation expense of $7.9 million for the year ended December 31, 2023 and $2.4 million for the year ended December 31, 2022 in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) and recognized a net tax benefit relating to stock-based compensation of $0.9 million and $2.1 million, respectively . A portion of the Company's stock-based awards are liability-classified. Accordingly, changes in the market value of DSG common stock may result in stock-based compensation expense or benefit in certain periods. A stock-based compensation liability of $5.6 million a s of December 31, 2023 and $3.3 million as of December 31, 2022 was included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. Impact of Stock Split The equity compensation plans contain anti-dilution provisions whereby in the event of any change in the capitalization of the Company (including in the event of a stock split), the number and type of awards underlying outstanding stock-based compensation awards must be adjusted, as appropriate, in order to prevent dilution or enhancement of rights. The impact of these provisions resulted in a modification of all outstanding stock-based compensation awards upon the Stock Split. As the fair value of the awards immediately after the Stock Split did not change when compared to the fair value of such awards immediately prior to the Stock Split, no incremental compensation costs were recognized as a result of such modifications. In addition, there was no change to the vesting conditions or classification of each of the outstanding stock-based compensation awards. Equity Compensation Plans On October 17, 2022, the Board of Directors approved and adopted the Distribution Solutions Group, Inc. Equity Compensation Plan, as amended and restated, effective October 17, 2022, and as amended November 10, 2022 (the “Amended and Restated Equity Plan”). The Amended and Restated Equity Plan provides for the grant of nonqualified and incentive stock options, stock awards and stock units to officers and employees of the Company. The Amended and Restated Equity Plan also provides for the grant of option rights and restricted stock to non-employee directors. Non-employee directors are limited to grants of no more than 60,000 shares of common stock in any calendar year and other than non-employee directors are limited to grants of no more than 500,000 shares of common stock in any calendar year. The Amended and Restated Equity Plan is administered by the Compensation Committee of the Board of Directors, or its designee, which as administrator of the plan, has the authority to select plan participants, grant awards, and determine the terms and conditions of the awards. As of December 31, 2023, the Company had approximately 1,161,687 shares of common stock still available under the Amended and Restated Equity Plan. The Company also has a Stock Performance Rights Plan (“SPR Plan”) that provides for the issuance of Stock Performance Rights (“SPRs”) that allow non-employee directors, officers and key employees to receive cash awards, subject to certain restrictions, equal to the appreciation of DSG common stock. The SPR Plan is administered by the Compensation Committee of the Board of Directors. Stock Performance Rights SPRs entitle the recipient to receive a cash payment equal to the excess of the market value of DSG common stock over the SPR exercise price when the SPRs are surrendered. Expense, equal to the fair market value of the SPR at the date of grant and remeasured each reporting period, is recorded ratably over the vesting period. Compensation expense is included in Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). The outstanding SPRs were granted with approximately a seven year life and vest over one On December 31, 2023 and 2022 , the SPRs outstanding were re-measured at fair value using the Black-Scholes valuation model. This model requires the input of subjective assumptions that may have a significant impact on the fair value estimate. The weighted-average fair value of SPRs outstanding as of December 31, 2023 and December 31, 2022 was $18.37 and $7.65 per SPR, respectively, using the following assumptions: December 31, 2023 2022 Expected volatility 41.1% to 45.9% 43.4% to 52.2% Risk-free rate of return 4.5% to 5.3% 4.4% to 4.7% Expected term (in years) 0.3 to 1.5 0.5 to 2.0 Expected annual dividend $0 $0 The expected volatility was based on the historic volatility of the Company's stock price commensurate with the expected life of the SPR. The risk-free rate of return reflects the interest rate offered for zero coupon treasury bonds over the expected life of the SPR. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method allowed by the SEC, which approximates our historical experience. The estimated annual dividend was based on the recent dividend payout trend. A liability of $4.9 million reflecting the estimated fair value of future pay-outs is included as a component of Accrued expenses and other liabilities in the Consolidated Balance Sheets. Activity related to the Company’s SPRs during the year ended December 31, 2023 was as follows: Number of SPRs Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding on December 31, 2022 352,368 $ 7.65 Granted — — Exercised (93,350) 28.16 Cancelled — — Outstanding on December 31, 2023 259,018 18.37 1.5 $ 4.6 Exercisable on December 31, 2023 259,018 $ 18.37 1.5 $ 4.6 The intrinsic value of SPRs exercised was $1.7 million for 2023 and $5.2 million for 2022. All SPRs for plan participants were fully vested prior to the Mergers, as such, there is no unrecognized compensation associated with any SPRs. Restricted Stock Awards Restricted stock awards ("RSAs") generally vest over a one Activity related to the Company’s RSAs during the year ended December 31, 2023 was as follows: Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding on December 31, 2022 113,174 $ 24.35 Granted 53,054 21.86 Cancelled (13,810) 25.89 Exchanged for common shares (54,202) 22.86 Outstanding on December 31, 2023 98,216 $ 23.57 As of December 31, 2023, there was $0.7 million of total unrecognized compensation cost related to RSAs that will be recognized over a weighted average period of 1.6 years. The weighted average grant date fair value per share of awards granted during the year was $21.86 in 2023 and $18.75 in 2022 . The fair value of RSAs exchanged for shares of DSG common stock during 2023 was $1.5 million and $0.5 million during 2022. Market Stock Units Market Stock Units ("MSUs") are exchangeable for between 0% to 150% of the DSG common shares at the end of the vesting period based on the trailing 60-day average closing price of DSG common stock. The value of the MSUs was determined using a geometric brownian motion model that, based on certain variables, generates a large number of random trials simulating the price of the DSG common stock over the measurement period. As of December 31, 2023 all MSUs are fully vested. The fair value of MSUs exchanged for shares of DSG common stock during 2023 was $0.6 million and $0.9 million during 2022. Activity related to the Company’s MSUs during 2023 was as follows: Number of Market Stock Units Maximum Shares Potentially Issuable Weighted Average Grant Date Fair Value Outstanding on December 31, 2022 162,936 234,586 $ 19.90 Granted 518 777 30.54 Cancelled (32,732) (49,098) 30.54 Exchanged for common shares (14,615) (22,710) 17.49 Outstanding on December 31, 2023 116,107 163,555 $ 17.25 Stock Options Stock options vest through the fifth anniversary from the grant date. Each stock option can be exchanged for one share of DSG common stock at the stated exercise price. Upon vesting, stock options are recognized as a component of equity. Activity related to the Company’s stock options during the year ended December 31, 2023 was as follows: Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding on December 31, 2022 576,000 $ 38.80 Granted 1,402,605 37.03 Exercised — — Cancelled (98,538) 33.89 Outstanding on December 31, 2023 1,880,067 37.53 9.0 $ 3.1 Exercisable on December 31, 2023 180,800 $ 29.74 4.9 $ 1.7 The weighted average exercise price per stock option granted was $37.03 for 2023 and $42.88 for 2022. Unrecognized compensation cost related to stock options as of December 31, 2023 was $9.3 million, which is expected to be recognized over a weighted-average p eriod of 2.3 years. T here were 1,699,267 unvested and 180,800 fully vested stock options outstanding on December 31, 2023 with a weighted average exercise price of $29.74. The intrinsic value of stock options exercised was $0.0 million during 2023 and $0.6 million during 2022. The grant date fair value of the stock options issued for the year ended December 31, 2023 and 2022 was estimated using a Black-Scholes valuation model. The weighted average fair value assumptions used in the model were as follows: December 31, 2023 2022 Expected volatility 45.2% to 45.6% 43.7% to 44.6% Risk-free rate of return 3.6% to 4.5% 2.7% to 3.1% Expected term (in years) 6.2 years 6.5 years Expected annual dividend $0 $0 The expected volatility was based on the historic volatility of the Company's stock price commensurate with the expected life of the stock options. The risk-free rate of return reflects the interest rate offered for zero coupon treasury bonds over the expected life of the stock options. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method allowed by the SEC, which approximates our historical experience. The estimated annual dividend was based on the recent dividend payout trend. Performance Awards Performance Awards ("PAs") are exchangeable for between 0% to 150% of DSG common shares, or the equivalent amount in cash, based upon the achievement of certain financial performance metrics at the end of the vesting period. The PAs are liability classified and included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The intrinsic value of PAs exercised was $0.2 million during 2023 and $0.1 million during 2022. There was no unrecognized compensation cost related to PAs as of December 31, 2023. Activity related to the Company’s PAs during the year ended December 31, 2023 was as follows: Number of Performance Awards Maximum Shares Potentially Issuable Weighted Average Grant Date Fair Value Outstanding on December 31, 2022 43,826 65,739 $ 24.08 Granted 326 489 25.55 Exercised (11,404) (17,106) 21.54 Cancelled (6,668) (10,002) 20.85 Outstanding on December 31, 2023 26,080 39,120 $ 25.70 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11 – Stockholders' Equity Stock Split On August 15, 2023, DSG announced that its Board of Directors approved and declared the Stock Split which entitled each stockholder of record as of the close of business on August 25, 2023 to receive one additional share of DSG common stock for each share of DSG common stock then-held. The additional shares were distributed after the close of trading on August 31, 2023, and shares of DSG common stock began trading at the split-adjusted basis on September 1, 2023. Accordingly, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Stock Split. Stockholders’ equity has been retroactively adjusted, where applicable, to give effect to the Stock Split for all periods presented by reclassifying the par value of the additional shares issued in connection with the Stock Split to Common stock from Capital in excess of par value in the Consolidated Balance Sheets . In order to implement the Stock Split, on August 31, 2023, DSG filed a Third Amended and Restated Certificate of Incorporation of DSG with the Secretary of State of the State of Delaware to increase the number of authorized shares of DSG common stock from 35,000,000 to 70,000,000, which became effective on that date. The Stock Split did not change the $1.00 par value of DSG common stock. Rights Offering On May 9, 2023, the Company commenced a subscription rights offering to raise gross proceeds of up to approximately $100 million (the "Rights Offering"). The Rights Offering provided one transferable subscription right for each share of DSG common stock held by holders of DSG common stock on record as of the close of business on May 1, 2023. Each subscription right entitled the holder to purchase 0.0525 shares of DSG common stock at a subscription price of $22.50 per share. The subscription rights were transferable, but were not listed for trading on any stock exchange or market. In addition, holders of subscription rights who fully exercised their subscription rights were entitled to oversubscribe for additional shares of DSG common stock, subject to proration. The Rights Offering closed on May 30, 2023 and was fully subscribed (taking into account the exercise of over-subscription rights) and raised net proceeds of approximately $98.5 million and resulted in the issuance of 4,444,444 shares of DSG common stock, at a purchase price of $22.50 per share. The Company incurred transaction costs related to the issuance of DSG common stock for the Rights Offering of $1.5 million, which were recorded against Capital in excess of par value in the Consolidated Balance Sheets . DSG used the proceeds from the Rights Offering, in combination with borrowings under the 2023 Amended Credit Agreement, to fund the Hisco Transaction. Stock Repurchase Program In 2019, the Board of Directors authorized a program pursuant to which the Company was authorized to repurchase up to $7.5 million of DSG common stock from time to time in open market transactio ns, privately negotiated transactions or by other methods. T he Board of Directors increased the repurchase program by $5.0 million in November 2022, and $25.0 million in December 2023, bringing the total authorized to $37.5 million. During 2023, the Company repurchased 138,725 shares of DSG common stock at an average cost of 26.09 per share for a total cost of $3.6 million. During 2022, the Company repurchased 108,178 shares of DSG common stock at an average cost of $17.93 per share for a total cost of $1.9 million . T he remaining availability for stock repurchases under the program was $29.0 million at December 31, 2023. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12 – Earnings Per Share As a result of the Stock Split and Mergers discussed in Note 1 – Nature of Operations and Basis of Presentation , all historical per share data and number of shares and numbers of equity awards were retroactively adjusted. The following table provides the computation of basic and diluted earnings per share: December 31, (in thousands, except share and per share data) 2023 2022 Basic income per share: Net income (loss) $ (8,967) $ 7,406 Basic weighted average shares outstanding 44,868,862 34,291,870 Basic income (loss) per share of common stock $ (0.20) $ 0.22 Diluted income per share: Net income (loss) $ (8,967) $ 7,406 Basic weighted average shares outstanding 44,868,862 34,291,870 Effect of dilutive securities — 794,722 Diluted weighted average shares outstanding 44,868,862 35,086,592 Diluted income (loss) per share of common stock $ (0.20) $ 0.21 Anti-dilutive securities excluded from the calculation of diluted income per share 424,934 496,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes Income from operations before income taxes consisted of the following: Year Ended December 31, (in thousands) 2023 2022 United States $ (24,949) $ 910 Foreign 22,942 12,027 Total $ (2,007) $ 12,937 Provision (benefit) for income taxes from operations consisted of the following: Year Ended December 31, (in thousands) 2023 2022 Current income tax expense: U.S. federal $ 4,961 $ 4,011 U.S. state 2,388 869 Foreign 7,639 3,057 Total $ 14,988 $ 7,937 Deferred income tax expense (benefit): U.S. federal $ (8,101) $ (947) U.S. state 1,232 (73) Foreign (1,159) (1,386) Total $ (8,028) $ (2,406) Total income tax expense (benefit): U.S. federal $ (3,141) $ 3,063 U.S. state 3,620 796 Foreign 6,481 1,672 Total $ 6,960 $ 5,531 The reconciliation between the effective income tax rates and the statutory federal rates for operations are as follows: Year Ended December 31, 2023 2022 Statutory Federal rate 21.0 % 21.0 % Increase (decrease) resulting from: Change in valuation allowance - current period activity (380.7) 1.3 Foreign rate differential 6.2 4.0 Stock compensation (5.0) (0.5) Compensation deduction limitation (7.0) — State and local taxes, net 67.1 4.5 Life insurance (3.4) — Meals & entertainment (17.3) 1.4 Change in uncertain tax positions 18.1 (2.9) Provision to return differences (45.3) — GILTI, Section 78, FDII, and Section 250 — 3.2 Transaction costs — 8.3 Branch income (81.6) — Earn Out Revaluation — 0.8 Change in deferred balances 79.4 — Other items, net 1.7 1.7 Provision for income taxes (346.8) % 42.8 % The effective tax rate for the year ended December 31, 2023 was (346.8)% compared to a 42.8% effective tax rate for the year ended December 31, 2022. The change in the year-over-year effective tax rate was primarily due to an increase in the partial valuation allowance against the Company's excess interest expense carryforward balance, state taxes, foreign income and a pre-tax loss in the current year. Relative to the U.S. statutory rate, the effective tax rate for the year ended December 31, 2023 was impacted by the items listed above. Deferred income tax assets and liabilities contain the following temporary differences: December 31, (in thousands) 2023 2022 Deferred tax assets: Federal & state NOL carryforward $ 10,158 $ 8,218 Inventory reserve 8,815 6,990 Transaction costs 673 1,620 Stock based compensation 3,602 2,531 Accrued benefits & bonuses 11,998 7,074 Bad debt reserve 977 496 Section 163(j) limitation carryforward 15,891 7,692 ROU liabilities 18,936 11,947 Deferred state income tax — 745 Deferred revenue 77 86 Investment in Foreign Subsidiaries — — Other 4,005 2,822 Total deferred tax assets 75,132 50,221 Deferred tax liabilities: Intangible assets and goodwill 44,057 45,951 ROU asset 18,264 11,295 Fixed assets 20,977 15,617 Deferred state income tax 17 — Other 1,591 188 Total deferred liabilities 84,906 73,051 Net deferred tax liabilities before valuation allowance (9,774) (22,830) Valuation allowance (8,457) (815) Net deferred tax liabilities $ (18,231) $ (23,645) At December 31, 2023 , the Company had $21.4 million of U.S. federal net operating loss carryforwards ("NOLs") which are subject to expiration beginning in 2027 and $53.5 million of various state net operating loss carryforwards which expire at varying dates between 2024 and 2035. At December 31, 2023 the Company had a total valuation allowance of $8.5 million. The change in the valuation allowance during 2023 was primarily related to a valuation allowance established against its Section 163(j) interest expense limitation deferred tax asset as the Company does not expect that its future taxable income will be sufficient to realize existing deferred tax assets. At December 31, 2022 , a valuation allowance of $0.8 million was established against state NOLs. Earnings from the Company's foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise would subject the company to foreign withholding taxes and may subject the Company to U.S. federal and state taxes. Determination of the amount of unrecognized deferred tax liability related to indefinitely reinvested profits is not feasible primarily due the Company's legal entity structure and the complexity of U.S. tax laws. Global Intangible Low Taxed Income (GILTI) is a deemed amount of income derived from controlled foreign corporations (CFCs) in which a U.S. person is a 10% direct or indirect shareholder. The Company owns numerous CFCs, which are subject to GILTI inclusion. However, because several of the CFCs operate in countries with a high tax rate, notably Canada, Denmark and Mexico, it was determined that a Section 954 High Tax Exception to GILTI inclusions is appropriate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, (in thousands) 2023 2022 Balance at beginning of year $ 3,027 $ — Additions for tax positions of current year — 191 Additions for tax positions of prior years 503 3,741 Reductions for tax positions of prior year — (238) Lapse of statute of limitations (796) (667) Balance at end of year $ 2,734 $ 3,027 The recognition of the unrecognized tax benefits would have a favorable effect on the effective tax rate. The unrecognized tax benefits as of December 31, 2023 included $1.1 million of tax benefits that, if recognized, would impact the effective tax rate in future periods. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The unrecognized tax benefits are recorded as a component of Other Liabilities in the Consolidated Balance Sheets. The total amount accrued for interest and penalties in the liability for uncertain tax positions was $0.8 million and $0.9 million as of December 31, 2023 and December 31, 2022, respectively. It is reasonably possible that the amount of unrecognized tax benefits will change in the next twelve months; however, the Company does not expect the change to have a material impact on the Consolidated Statements of Operations and Comprehensive Income (Loss) or the Consolidated Balance Sheets. Interest and penalties are recognized over uncertain tax positions that arose from income tax matters in Canada. The Company has substantially concluded all Canadian income tax matters through the year ended December 31, 2015. Years 2016 through present are open and subject to examination. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 14 – Segment Information Based on operational, reporting and management structures, the Company has identified three reportable segments based on the nature of the products and services and type of customer for those products and services. A description of our reportable segments is as follows: Lawson is a distributor of specialty products and services to the industrial, commercial, institutional and government maintenance, repair and operations market. TestEquity is a distributor of test and measurement equipment and solutions, industrial and electronic production supplies, vendor managed inventory programs, and converting, fabrication and adhesive solutions from its leading manufacturer partners supporting the aerospace and defense, wireless and communication, semiconductors, industrial electronics and automotive, and electronics manufacturing industries. Gexpro Services is a global supply chain solutions provider, specializing in the development of mission critical production line management, aftermarket and field installation programs. The Company also has an “All Other” category which includes unallocated DSG holding company costs that are not directly attributable to the ongoing operating activities of our reportable segments and includes the results of the Bolt Supply House ("Bolt") non-reportable segment. Revenue within the All Other category represents the results of Bolt. Bolt generates revenue primarily from the sale of MRO products to its walk-up customers and service to its customers through its 14 branch locations. Bolt does not provide VMI services for its customers or provide services in addition to product sales to customers. Revenue is recognized at the time that control of the product has been transferred to the customer which is either upon delivery or shipment depending on the terms of the contract. Financial information for the Company's segments and reconciliations of that information to the consolidated financial statements is presented below. Year Ended December 31, (in thousands) 2023 2022 Revenue Lawson (1) $ 468,711 $ 324,783 TestEquity 641,768 392,358 Gexpro Services 405,733 385,326 All Other (2) 55,890 48,955 Intersegment revenue elimination (1,700) — Total revenue $ 1,570,402 $ 1,151,422 Operating income (loss) Lawson (1) $ 32,498 $ 6,536 TestEquity (16,465) 11,375 Gexpro Services 27,000 21,291 All Other (2) (42) 2,584 Total operating income (loss) $ 42,991 $ 41,786 (1) Includes the operating results of Lawson only subsequent to the Merger Date of April 1, 2022 and not Lawson operating results prior to the Mergers. (2) Includes the operating results of All Other only subsequent to the Merger Date of April 1, 2022 and not All Other operating results prior to the Mergers. Segment revenue includes revenue from sales to external customers and intersegment revenue from sales transactions between segments. The Company accounts for intersegment sales similar to third party transactions that are conducted on an arm's-length basis and reflect current market prices. Intersegment revenue is eliminated in consolidation and is not included in consolidated revenue on the financial statements. Segment revenue and the elimination of intersegment revenue was as follows: (in thousands) Lawson TestEquity Gexpro Services All Other Elimination Total Year Ended December 31, 2023 Revenue from external customers $ 468,379 $ 641,643 $ 404,490 $ 55,890 $ — $ 1,570,402 Intersegment revenue 332 125 1,243 — (1,700) — Revenue $ 468,711 $ 641,768 $ 405,733 $ 55,890 $ (1,700) $ 1,570,402 Year Ended December 31, 2022 Revenue from external customers $ 324,783 $ 392,358 $ 385,326 $ 48,955 $ — $ 1,151,422 Intersegment revenue — — — — — — Revenue $ 324,783 $ 392,358 $ 385,326 $ 48,955 $ — $ 1,151,422 Long-lived assets, which includes property, plant and equipment, rental equipment, goodwill, intangibles, right of use operating lease assets, and other assets, were as follows: December 31, (in thousands) 2023 2022 Long-lived assets by segment Lawson $ 312,136 $ 324,732 TestEquity 378,348 201,919 Gexpro Services 141,797 152,720 All Other 42,132 40,696 Total $ 874,413 $ 720,067 Long-lived assets by geographic area United States $ 765,160 $ 580,870 Canada 72,054 70,561 Europe 32,997 67,957 Pacific Rim 417 — Latin America 3,785 679 Total $ 874,413 $ 720,067 Refer to Note 4 – Revenue Recognition for disaggregated revenue by geographic area. Capital expenditures and depreciation and amortization by segment were as follows: Year Ended December 31, (in thousands) 2023 2022 Capital expenditures Lawson (1) $ 6,626 $ 3,737 TestEquity 2,955 250 Gexpro Services 5,053 3,809 All Other (2) 703 511 Total $ 15,337 $ 8,307 Depreciation and amortization Lawson (1) $ 19,532 $ 10,594 TestEquity 26,002 17,480 Gexpro Services 15,986 15,175 All Other (2) 2,068 1,937 Total $ 63,588 $ 45,186 (1) Includes Lawson's activities only subsequent to the Merger Date of April 1, 2022 and not prior to the Mergers. (2) Includes the activities of All Other only subsequent to the Merger Date of April 1, 2022 and not prior to the Mergers. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Merger Litigation In February 2022, three purported DSG stockholders made demands pursuant to Section 220 of the Delaware General Corporation Law to inspect certain books and records of DSG (collectively, the “Books and Records Demands”). One stated purpose of the Books and Records Demands was to investigate questions of director disinterestedness and independence and the alleged possibility of wrongdoing, mismanagement and/or material non-disclosure related to the Special Committee’s and the DSG Board of Directors’ approval of the Mergers. On March 16, 2022, one of the purported DSG stockholders who previously made a Books and Records Demand filed a lawsuit entitled Robert Garfield v. Lawson Products, Inc., Case No. 2022-0252, in the Court of Chancery of the State of Delaware against DSG (the “Garfield Action”). On March 22, 2022, another of the purported DSG stockholders who previously made a Books and Records Demand filed a lawsuit entitled Jeffrey Edelman v. Lawson Products, Inc., Case No. 2022-0270, in the Court of Chancery of the State of Delaware against DSG (the “Edelman Action”). The Garfield Action and the Edelman Action, which were consolidated and re-captioned as Lawson Products, Inc. Section 220 Litigation, Case No. 2022-0270, are collectively referred to as the “Books and Records Actions.” The Books and Records Actions sought to compel inspection of certain books and records of DSG to investigate questions of director disinterestedness and independence and the alleged possibility of wrongdoing, mismanagement and/or material non-disclosure related to the Special Committee’s and the DSG Board of Directors’ approval of the Mergers. Following briefing, the Delaware Court of Chancery held a trial on July 14, 2022 to adjudicate the Books and Records Actions. At the conclusion of the trial, the Court ruled orally that the stockholders’ demands would be granted only in one respect (production of documents sufficient to show the identities of any guarantors of debt of the acquired companies) and the Court denied the remainder of the stockholders’ requests. The Court’s ruling was memorialized in an order issued on July 20, 2022. Thereafter, DSG produced excerpts of certain documents as required by the Court's ruling and subsequent order. On October 3, 2022, the plaintiffs in the Books and Records Actions filed a shareholder derivative action (the “Derivative Action”) entitled Jeffrey Edelman and Robert Garfield v. John Bryan King et al., Case No. 2022-0886, in the Court of Chancery of the State of Delaware (the "Delaware Chancery Court"). The Derivative Action names as defendants J. Bryan King, Lee S. Hillman, Bianca A. Rhodes, Mark F. Moon, Andrew B. Albert, I. Steven Edelson and Ronald J. Knutson (collectively, “Director and Officer Defendants”), and LKCM Headwater Investments II, L.P., LKCM Headwater II Sidecar Partnership, L.P., Headwater Lawson Investors, LLC, PDLP Lawson, LLC, LKCM Investment Partnership, L.P., LKCM Micro-Cap Partnership, L.P., LKCM Core Discipline, L.P. and Luther King Capital Management Corporation (collectively, the “LKCM Defendants”). Purporting to act on behalf of DSG, in the Derivative Action the plaintiffs allege, among other things, various claims of alleged breach of fiduciary duty against the Director and Officer Defendants and the LKCM Defendants in connection with the Mergers. The Derivative Action seeks, among other things, money damages, equitable relief and the costs of the Derivative Action, including reasonable attorneys’, accountants’ and experts’ fees. On October 24, 2022, the plaintiffs voluntarily dismissed PDLP Lawson, LLC and LKCM Investment Partnership, L.P. from the Derivative Action without prejudice. The Delaware Chancery Court held a hearing on September 13, 2023, to hear arguments on the defendants’ motions to dismiss. At the conclusion of the hearing, in rulings issued on September 13, 2023, and September 19, 2023, the entire complaint was dismissed with prejudice for failure to state a claim. On October 16, 2023, the plaintiffs filed a notice of appeal from the dismissal of their claims with respect to all defendants other than the members of the Special Committee (Messrs. Hillman, Albert and Edelson) and Mr. Moon. On October 25, 2023, Plaintiff Garfield voluntarily dismissed his appeal. The voluntary dismissal did not impact the appeal by Plaintiff Edelman, who continued to advance his appeal. Plaintiff’s opening brief on appeal was filed on November 30, 2023. Defendants’ joint answering brief was filed on January 5, 2024. Plaintiff’s optional reply brief was filed on January 25, 2024. The Delaware Supreme Court has scheduled oral argument in the appeal to occur on May 22, 2024. DSG disagrees with and intends to vigorously defend against the Derivative Action. The Derivative Action could result in additional costs to DSG, including costs associated with the indemnification of directors and officers. At this time, DSG is unable to predict the ultimate outcome of the Derivative Action or, if the outcome is adverse, to reasonably estimate an amount or range of reasonably possible loss, if any, associated with the Derivative Action. Accordingly, no amounts have been recorded in the consolidated financial statements for these matters. No assurance can be given that additional lawsuits will not be filed against DSG and/or its directors and officers and/or other persons or entities in connection with the Mergers. Cyber Incident Litigation On February 10, 2022, DSG disclosed that its computer network was the subject of a cyber incident potentially involving unauthorized access to certain confidential information (the “Cyber Incident”). On April 4, 2023, a putative class action lawsuit (the “Cyber Incident Suit”) was filed against DSG entitled Lardone Davis, on behalf of himself and all others similarly situated, v. Lawson Products, Inc., Case No. 1:23-cv-02118, in the United States District Court for the Northern District of Illinois, Eastern Division. The plaintiff in this case, who purports to represent the class of individuals harmed by alleged actions and/or omissions by DSG in connection with the Cyber Incident, asserts a variety of common law and statutory claims seeking monetary damages, injunctive relief and other related relief related to the potential unauthorized access by third parties to personal identifiable information and protected health information. DSG disagrees with and intends to vigorously defend against the Cyber Incident Suit. The Cyber Incident Suit could result in additional costs and losses to DSG, although, at this time, DSG is unable to reasonably estimate the amount or range of reasonably possible losses, if any, that might result from adverse judgments, settlements, fines, penalties or other resolution of these proceedings based on the early stage of this proceeding, the absence of specific allegations as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and the lack of resolution of significant factual and legal issues. Accordingly, no amounts have been recorded in the consolidated financial statements for the Cyber Incident Suit. No assurance can be given that additional lawsuits will not be filed against DSG and/or its directors and officers and/or other persons or entities in connection with the Cyber Incident. Environmental Matter In 2012, it was determined that a Company owned site in Decatur, Alabama, contained hazardous substances in the soil and groundwater as a result of historical operations prior to the Company's ownership. The Company retained an environmental consulting firm to further investigate the contamination, prepare a remediation plan, and enroll the site in the Alabama Department of Environmental Management (“ADEM”) voluntary cleanup program. A remediation plan was approved by ADEM in 2018. The plan consists of chemical injections throughout the affected area, as well as subsequent monitoring of the area. The injection process was completed in the first quarter of 2019 and the environmental consulting firm is monitoring the affected area. At December 31, 2023 the Company had approximately $0.1 million accrued for potential monitoring costs included in Accrued expenses and other current liabilities Defined Contribution Plan The Company provides a 401(k) defined contribution plan to allow employees a pre-tax investment vehicle to save for retirement. The Company made contributions to the 401(k) plan of $7.2 million and $5.5 million for the years ended December 31, 2023 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 – Related Party Transactions Management Services Agreements Prior to the Mergers, a subsidiary of TestEquity was party to a management agreement with Luther King Capital Management Corporation (“LKCM”) for certain advisory and consulting services (the “TestEquity Management Agreement”), and a subsidiary of Gexpro Services was party to a management agreement with LKCM for certain advisory and consulting services (the “Gexpro Services Management Agreement”). In connection with the closing of the Mergers on April 1, 2022, (i) all of the TestEquity subsidiary’s rights, liabilities and obligations under the TestEquity Management Agreement were novated to, transferred to and assumed by the TestEquity Equityholder, and LKCM released the TestEquity subsidiary from all obligations and claims under the TestEquity Management Agreement, and (ii) all of the Gexpro Services subsidiary’s rights, liabilities and obligations under the Gexpro Services Management Agreement were novated to, transferred to and assumed by the Gexpro Services Stockholder, and LKCM released the Gexpro Services subsidiary from all obligations and claims under the Gexpro Services Management Agreement (collectively, the “Novations”). During the first three months of 2022, expense of $0.5 million was recorded within Selling, general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Income (Loss), reflecting expenses accrued under these management agreements from January 1, 2022 through the April 1, 2022 Merger Date. As of April 1, 2022, the prior obligation of $5.3 million was effectively settled and considered to be a deemed equity contribution by LKCM recorded to additional paid in capital. As a result of the Novations, no additional expense under these management agreements has been incurred subsequent to the Mergers. Consulting Services Subsequent to the Mergers, individuals employed by LKCM Headwater Operations, LLC, a related party of LKCM, have provided the Company with certain consulting services for interim executive management in addition to assisting in identifying cost savings, revenue enhancements and operational synergies of the combined companies. For the year ended 2023 and 2022, expense of $0.6 million and $0.2 million, respectively, was recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss), reflecting expenses accrued for these consulting services. Principal Executive Office Lease In connection with the Company’s headquarters move to Fort Worth, Texas in 2023, the Company has been utilizing office space in a building that is leased by LKCM. The Company is not charged any rent or other amounts for the use of the office space. TestEquity and Gexpro Services Mergers Immediately prior to the Mergers, entities affiliated with LKCM and J. Bryan King (President and Chief Executive Officer of DSG and Chairman of the DSG Board of Directors), including private investment partnerships for which LKCM serves as investment manager, owned a majority of the ownership interests in the TestEquity Equityholder (which in turn owned all of the outstanding equity interests of TestEquity as of immediately prior to the completion of the TestEquity Merger). As of the Merger Date, Mr. King was a director of the TestEquity Equityholder. In addition, as of the Merger Date, Mark F. Moon (a member of the DSG Board of Directors) was a director of, and held a direct or indirect equity interest in, the TestEquity Equityholder. Immediately prior to the Mergers, entities affiliated with LKCM and Mr. King, including private investment partnerships for which LKCM serves as investment manager, owned a majority of the ownership interests in the Gexpro Services Stockholder (which in turn owned all of the then outstanding stock of Gexpro Services). Immediately prior to the Mergers, entities affiliated with LKCM and Mr. King beneficially owned approximately 48% of the then-outstanding shares of DSG common stock. As a result of the issuance of 20.6 million shares at the closing of the Mergers and the issuance of the additional 3.4 million shares in accordance with the earnout provisions of the TestEquity Merger Agreement and the Gexpro Services Merger Agreement on March 20, 2023, entities affiliated with LKCM and Mr. King beneficially owned in the aggregate approximately 32.6 million shares of DSG common stock representing approximately 77.4% of the outstanding shares of DSG common stock as of March 31, 2023. Rights Offering Certain entities affiliated with LKCM and J. Bryan King exercised their basic subscription rights and over-subscription rights in the Rights Offering and purchased approximately 3.6 million additional shares of DSG common stock at a purchase price of $22.50 per share. Following the completion of the Rights Offering on May 30, 2023, entities affiliated with LKCM and Mr. King beneficially owned in the aggregate approximately 36.4 million shares of DSG common stock as of June 1, 2023, representing approximately 77.8% of the outstanding shares of DSG common stock as of December 31, 2023 . Board of Directors M. Bradley Wallace, who became a director of the Company upon his election at the Company's 2023 annual stockholders meeting on May 19, 2023, is a Founding Partner of LKCM Headwater Investments, the private capital investment group of LKCM. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 17 – Subsequent Event On January 22, 2024, DSG completed the acquisition of Safety Supply Illinois LLC, conducting business as Emergent Safety Supply ("ESS"), with a preliminary purchase price of $9.9 million . ESS is a national distributor of safety products based near Chicago in Batavia, Illinois that generates annual sales of approximately $13 million. ESS was acquired to expand Lawson's safety product category. The acquisition was funded through DSG's cash on hand. Due to the recent acquisition date, the purchase accounting for ESS was not final at the time of this filing, and a preliminary allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed was not complete. The final valuation will be completed within the one-year measurement period following the acquisition date. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ (8,967) | $ 7,406 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts and transactions of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. 2023 Stock Split On August 15, 2023, DSG announced that its Board of Directors approved and declared a two-for-one stock split (the “Stock Split”) which entitled each stockholder of record as of the close of business on August 25, 2023 to receive one additional share of DSG common stock for each share of DSG common stock then-held. The additional shares were distributed after the close of trading on August 31, 2023, and shares of DSG common stock began trading at the split-adjusted basis on September 1, 2023. Accordingly, all share and per share amounts have been retroactively adjusted to reflect the impact of the Stock Split for all periods presented herein. Refer to Note 11 – Stockholders' Equity for additional information about the Stock Split. 2022 Mergers The Mergers were accounted for as a reverse merger under the acquisition method of accounting in accordance with the accounting guidance for reverse acquisitions as provided in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Under this guidance, TestEquity and Gexpro Services were treated as a combined entity as the accounting acquirer for financial reporting purposes, and DSG was identified as the accounting acquiree. This determination was primarily made as TestEquity and Gexpro Services were under the common control of an entity that owns a majority of the voting rights of the combined entity, and therefore, only DSG experienced a change in control. Accordingly, the consolidated financial statements for the year ended December 31, 2022 reflect the results of operations and financial position of TestEquity and Gexpro Services on a consolidated basis, and the results of operations of DSG's legacy Lawson business are only included subsequent to the April 1, 2022 Merger Date. The combined operations of all three entities are included in the consolidated financial statements for the year ended December 31, 2023. The financial statements as of December 31, 2023 and 2022 reflect the financial position of TestEquity, Gexpro Services and DSG's legacy Lawson business on a consolidated basis. |
Revenue Recognition | Revenue Recognition — Revenue from Contracts with Customers: Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring a product or providing a service. A majority of the Company’s revenue is short cycle in nature with shipments within one year of the order. A small portion of the Company’s revenue derives from contracts extending over one year and in some cases may have optional renewal terms if both parties agree to renew. The Company’s payment terms generally range between 10 to 120 days and vary by contract, the types of products sold and the volume of products sold, among other factors. Revenue includes product sales, services and billings for shipping charges, net of discounts, expected returns, rebates and sales tax. Estimates for rebates and expected returns is based on historical experience. The Company includes shipping costs billed to customers in Revenue and the related shipping costs in Cost of goods sold in the Consolidated Statements of Operations and Comprehensive Income (Loss). Performance Obligations : A m ajority of the Company’s contracts have a performance obligation which represents, in most cases, the product being sold to the customer. Some contracts include a second performance obligation to provide additional Vendor Managed Inventory ("VMI") services primarily related to monitoring and stocking. Although the Company has identified that it offers some customers both a product and a service obligation, the customer only receives one invoice per transaction with no price allocation between these obligations. The Company does not price its offerings based on any allocation between these obligations. A portion of the Company’s contracts offer assurance-type warranties in connection with the sale of a product to the customer. Assurance-type warranties provide a customer with assurance that the related product will function as parties intended because it complies with the agreed-upon specifications. Such warranties are not significant and do not represent a separate performance obligation. Select contracts with customers include variable consideration primarily related to volume rebates if predetermined thresholds are met. The Company estimates variable consideration using the expected-value method considering all reasonably available information, including experience, current, historical, and forecasted. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Over 95% of the Company’s performance obligations are recognized at a point in time, rather than over time, as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or receipt by the customer. Less than 5% of the Company's revenue is recognized over time and relates to services, in which the Company transfers control of a good or service over time and the customer simultaneously receives and consumes the benefits. That portion of expected consideration is deferred until the time that those services have been provided and the related performance obligations have been satisfied. At December 31, 2023 and 2022, the deferred consideration for the service performance obligations that have not been satisfied was insignificant and will be recognized within twelve months of the respective balance sheet date. For revenue recognized over time, the input method is utilized and is based on costs incurred relative to estimated total costs. Contract Costs : The Company has adopted the practical expedient within ASC 340, Other Assets and Deferred Costs ("ASC 340"), to recognize incremental costs to obtain a contract, primarily employee related costs, as expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is one year or less. Rental Revenue : The Company determines if a contract contains a lease at inception. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Lawson and TestEquity segments operate as a lessor and rent certain equipment to customers through leases classified as operating leases under ASC 842, Leases ("ASC 842"). Lease revenue is recognized on a straight-line basis over the life of each lease. As there are trivial non-lease components, the Company has adopted the practical expedient not to separate the non-lease components that would be within the scope of ASC 606, Revenue from Contracts with Customers ("ASC 606") from the associated lease component as the relevant criteria under ASC 842 are met. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash — The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amount of the Company’s cash equivalents at December 31, 2023 and December 31, 2022 approximates fair value. Cash balances at individual banks may exceed the federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”). The Company has not experienced any material losses in such accounts. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
Inventories | Inventories — Inventories principally consist of purchased finished products and manufactured electronic equipment offered for resale stated at the lower of cost or net realizable value using the first-in-first-out method for the Lawson segment and primarily the weighted average method for the TestEquity and Gexpro Services segments. Most of our products are not exposed to the risk of obsolescence due to technology changes. However, some of our products do have a limited shelf life, and from time to time we add and remove items from our catalogs, brochures or website for marketing and other purposes. To reduce the cost basis of inventory to a lower of cost or net realizable value, a write-down is recorded for slow-moving and obsolete inventory based on historical experience and monitoring of current inventory activity. Estimates are used to determine the necessity of recording these write-downs based on periodic detailed analysis using both qualitative and quantitative factors. As part of this analysis, the Company considers several factors including the inventories length of time on hand, historical sales, product shelf life, product life cycle, product category and product obsolescence. In general, |
Property, Plant and Equipment | Property, Plant and Equipment — Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed primarily by the straight-line method for buildings, machinery and equipment, furniture and fixtures and vehicles. The Company estimates useful lives of 10 to 40 years for buildings and improvements, the shorter of the useful life of the assets or term of the underlying leases for leasehold improvements, and 2 to 10 years for machinery and equipment, furniture and fixtures and vehicles. Capitalized software is amortized over estimated useful lives of 3 to 5 years using the straight-line method. The costs of repairs, maintenance and minor renewals are charged to expense as incurred. Amortization of financing leases is included in depreciation expense. When property, plant and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in the income from operations. Rental Equipment — Rental equipment is stated at cost less accumulated depreciation and amortization. Expense is computed primarily by the straight-line method over an estimated useful life of 3 to 7 years. Upon sale or retirement of such assets, the related cost and accumulated depreciation are removed from the Consolidated Balance Sheets, and gains or losses are reflected in operating income (loss) within the Consolidated Statements of Operations and Comprehensive Income (Loss). The costs of repairs, maintenance and minor renewals are charged to expense as incurred. |
Cash Value of Life Insurance | Cash Value of Life Insurance — The Company invests funds in life insurance policies for certain current and former employees. The cash surrender value of the policies is invested in various investment instruments and is recorded as an asset in the Consolidated Balance Sheets. The Company records these policies at their contractual value. The change in the cash surrender value of the life insurance policies, which is recorded as a component of Other income (expense) in the Consolidated Statements of Operations and Comprehensive Income (Loss), is the change in the policies' contractual values. |
Deferred Compensation | Deferred Compensation — The Company’s Executive Deferral Plan (“Deferral Plan”) allows certain executives to defer payment of a portion of their earned compensation. The deferred compensation is recorded in an account balance, which is a bookkeeping entry made by the Company to measure the amount due to the participant. The account balance is equal to the participant’s deferred compensation, adjusted for increases and/or decreases in the amount that the participant has designated to one or more bookkeeping portfolios that track the performance of certain mutual funds. The Company adjusts the deferred compensation liability to equal the contractual value of the participants’ account balances. These adjustments are the changes in contractual value of the individual plans and are recorded as a component of Other income (expense) in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Stock-Based Compensation | Stock-Based Compensation — |
Goodwill | Goodwill — The Company had $399.9 million of goodwill at December 31, 2023 and $348.0 million of goodwill at December 31, 2022. Goodwill represents the cost of business acquisitions in excess of the fair value of identifiable net tangible and intangible assets acquired. The Company reviews goodwill for potential impairment annually on October 1st, or when an event or other circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. The first step in the multi-step process to determine if goodwill has been impaired and to what degree is to review the relevant qualitative factors that could cause the fair value of the reporting unit to decrease below the carrying value of the reporting unit. The Company considers factors such as macroeconomic, industry and market conditions, cost factors, overall financial performance and other relevant factors that would affect the individual reporting units. If the Company determines that it is more likely than not that the fair value of the reporting unit is greater than the carrying value of the reporting unit, then no further impairment testing is needed. If the Company determines that it is more likely than not that the carrying value of the reporting unit is greater than the fair value of the reporting unit, the Company will move to the next step in the process. The Company will estimate the fair value of the reporting unit and compare it to the reporting unit's carrying value. If the carrying value of the reporting unit exceeds its fair value, the Company will record an impairment of goodwill equal to the amount the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill previously recognized. |
Intangible Assets | Intangible Assets — |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — |
Income Taxes | Income Taxes — Deferred tax assets or liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not (i.e. greater than 50% likely) that some or all of the deferred tax assets will not be realized. The determination of the amount of a valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, (3) the impact of tax planning strategies and (4) the ability to carry back deferred tax assets to offset prior taxable income. In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs. Additionally, valuation allowances related to deferred tax assets can be impacted by changes to tax laws. Significant judgment is required in determining income tax provisions as well as deferred tax asset and liability balances, including the estimation of valuation allowances and the evaluation of uncertain tax positions. Earnings from the Company's foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise would subject the Company to foreign withholding taxes and may subject the Company to U.S. federal and state taxes. |
Leases | Leases — The Company determines if a contract contains a lease at inception. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the commencement date of a lease, the Company recognizes a liability to make lease payments and a Right Of Use ("ROU") asset representing the right to use the underlying asset during the lease term. The Company includes options to extend or terminate a lease within the lease term when it is reasonably certain the option will be exercised. Leases are categorized as either operating or financing leases at commencement of the lease. Operating leases consist of office space, distribution and service centers, and Bolt branches. Financing leases primarily consist of equipment such as forklifts and copiers. The lease liability is measured at the present value of fixed lease payments over the lease term. The lease liability includes payments allocated to lease components, while payments allocated to non-lease components are expensed as incurred for all asset classes. The Company uses its incremental borrowing rate to discount the total cash payments to present value for each lease. The Company reviews each lease to determine if there is a more appropriate discount rate to apply. The initial measurement of the ROU asset includes the initial measurement of the lease liability, fixed lease payments made in advance of the lease commencement date and initial direct costs incurred by the Company and excludes lease incentives. Variable lease payments, such as payments based on an index rate or usage, are expensed as incurred and excluded from lease liabilities and ROU assets. Upon commencement of the lease, rent expense is recognized on a straight-line basis for each operating lease. Each financing lease ROU asset is amortized on a straight-line basis over the lease period. The Company has elected the practical expedient to exclude any short-term lease, defined as a lease with an initial term of 12 months or less, from the provisions of ASC 842. The short-term leases are not recorded in the consolidated balance sheets. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. |
Earnings Per Share | Earnings per Share — Basic earnings per share ("EPS") is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares of common stock and, if dilutive, common stock equivalents outstanding during the period. Diluted earnings per share reflect the potential dilution from the exercise or conversion of outstanding performance awards, stock options, market stock units and restricted stock awards into common stock. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. Contingently issuable shares are considered outstanding common shares and included in basic EPS as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted EPS, the contingently issuable shares should be included in the denominator of the diluted EPS calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. In accordance with ASC 260, Earnings per Share ("ASC 260"), the historical EPS was retrospectively adjusted to reflect the impact of the two-for-one stock split that occurred during 2023. For the reverse acquisition period prior to April 1, 2022, the Company calculates the basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements by dividing the income of the accounting acquirer attributable to common shareholders in each of those periods by the accounting acquirer’s historical weighted-average number of common shares outstanding. The Company calculates the weighted-average number of common shares outstanding (the denominator of the EPS calculation), including the equity interests issued by the legal acquirer to effect the reverse acquisition, as the number of common shares outstanding from the beginning of that period to the acquisition date computed on the basis of the weighted-average number of common shares of the accounting acquirer outstanding during the period multiplied by an exchange ratio derived from the shares exchanged at the Merger Date. |
Foreign Currency | Foreign Currency — The accounts of foreign subsidiaries are measured using the local currency as the functional currency. All balance sheet am ounts are translated into U.S. dollars using the exchange rates in effect at the applicable period end. Components of income or loss are translated using the average exchange rate for each reporting period. Gains and losses resulting from changes in the exchange rates from translation of the subsidiary accounts in local currency to U.S. dollars are reported as a component of Accumulated other comprehensive income or loss in the Consolidated Balance Sheets. Gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency are included as a component of net income or loss upon settlement of the transaction. Gains and losses resulting from foreign intercompany transactions are included as a component of net income or loss each reporting period unless the transactions are of a long-term-investment nature and settlement is not planned or anticipated in the foreseeable future, in which case the gains and losses are recorded as a component of Accumulated other comprehensive income or loss in the Consolidated Balance Sheets. Foreign currency transaction losses of $1.5 million and $0.9 million were recorded for 2023 and 2022, respectively, as a component of Other income (expense) in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Treasury Stock | Treasury Stock — The Company repurchased 138,725 shares of its common stock during 2023 and 108,178 shares of its common stock during 2022 through its previously announced stock repurchase plan. The Company repurc hased 11,378 shares of its common stock i n 2023 and 24,163 shares of its common stock in 2022 |
Segment Information | Segment Information — ASC 280, Segment Reporting , establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision-maker (“CODM”) is the Chief Executive Officer of DSG. The Company has determined it has four operating segments: (i) Lawson, (ii) Gexpro Services, (iii) TestEquity and (iv) All Other. The Company’s three reportable segments include (i) Lawson, (ii) Gexpro Services and (iii) TestEquity. The Company’s CODM reviews the operating results of the segments for the purpose of allocating resources and evaluating financial performance. The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements. See Note 14 – Segment Information for further details. |
Acquisitions | Acquisitions |
Fair Value Measurements | Fair Value Measurements — The Company applies the guidance in ASC 820, Fair Value Measurements to account for financial assets and liabilities measured on a recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices for identical assets and liabilities in active markets. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on management's best estimate of fair value and that are significant to the fair value of the asset or liability. The carrying amount of accounts receivable, accounts payable, accrued expenses and other working capital balances are considered a reasonable estimate of their fair value due to the short-term maturity of these instruments. The carrying amount of debt is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s earnout derivative liability and debt are recorded at fair value on a recurring basis and were estimated using Level 3 inputs. |
Earnout Derivative Liability | Earnout Derivative Liability — The Company recorded an earnout derivative liability for the future contingent equity shares related to the TestEquity Holdback Shares and the Gexpro Services Holdback Shares provisions within the Merger Agreements. The contingently issuable shares are not indexed to DSG common stock and, therefore, are accounted for as liability classified instruments in accordance with ASC 815-40 , Contracts in Entity’s Own Equity , as the events that determine the number of contingently issuable shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of DSG common stock. The contingently issuable shares were initially measured at the Merger Date and were subsequently measured at each reporting date until settled, or when they met the criteria for equity classification. Changes in the fair value of the earnout derivative liability are recorded as a component of Change in fair value of earnout liability in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company reassesses the classification of these derivative liabilities for earnout arrangements each balance sheet date. If the contingencies are resolved for the issuable shares, the earnout derivative liability is reclassified from the liability to equity as of the date of the event that caused the contingencies to be met. The earnout derivative liability is measured at fair value immediately prior to the reclassification to equity. If the earnout derivative liability is reclassified from a liability to equity, gains or losses recorded to account for the liability at fair value during the period that the contract was classified as a liability are not reversed. The contingently issuable shares are included in the denominator of the basic earnings per share calculation as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted earnings per share, the contingently issuable shares are included in the denominator of the diluted earnings per share calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. See Note 12 – Earnings Per Share for further information. |
Use of Estimates | Use of Estimates — Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported for service revenue, service cost, allowance for doubtful accounts, inventory write-offs, goodwill and intangible assets valuation, stock-based compensation and income taxes in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. |
Supplier Concentrations | Supplier Concentrations |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements - Adopted; Recent Accounting Pronouncements - Not Yet Adopted | Recent Accounting Pronouncements - Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the requirements for how an entity should measure credit losses on financial instruments. The pronouncement was effective for smaller reporting companies in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and the new guidance will be applied on a prospective basis. The Company adopted this guidance January 1, 2023. The adoption had no material impact on the Company's financial condition, results of operations or cash flows. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The pronouncement is effective in fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company adopted this guidance on January 1, 2023. The adoption had no impact on the Company's financial condition, results of operations or cash flows and will be applied to business combinations on or after the adoption date. Recent Accounting Pronoun cements - Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The pronouncement is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption will have on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to require greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid. The pronouncement is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption on its financial statement disclosures. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 shares 18,240,334 DSG common stock closing price per share on March 31, 2022 $ 19.27 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 after applying measurement period adjustments: (in thousands) Final Purchase Price Allocation Current assets $ 148,308 Property, plant and equipment 57,414 Right of use assets 18,258 Other intangible assets 119,060 Deferred tax liability, net of deferred tax asset (19,394) Other assets 18,373 Current liabilities (71,165) Long-term obligations (25,746) Lease and financing obligations (28,827) Derivative earnout liability (43,900) Goodwill 181,020 Total consideration exchanged $ 353,401 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: Hisco (in thousands) June 8, 2023 Measurement Period Adjustments Adjusted Total Accounts Receivable (1) $ 66,792 $ (2,269) $ 64,523 Inventory 61,300 (645) 60,655 Other current assets 3,858 350 4,208 Property, plant and equipment 48,326 — 48,326 Right of use assets 21,102 1,188 22,290 Other intangible assets: Customer relationships 41,800 (1,800) 40,000 Trade names 25,600 (300) 25,300 Deferred tax liability, net of deferred tax asset (2,544) 81 (2,463) Other assets 2,495 — 2,495 Accounts payable (16,689) — (16,689) Lease liabilities (22,372) 293 (22,079) Accrued expenses and other liabilities (8,961) (289) (9,250) Goodwill 49,718 232 49,950 Total purchase consideration exchanged, net of cash acquired $ 270,425 $ (3,159) $ 267,266 Cash consideration $ 252,007 $ — $ 252,007 Deferred consideration (2) 12,418 2,741 15,159 Contingent consideration 6,000 (5,900) 100 Total purchase consideration exchanged, net of cash acquired $ 270,425 $ (3,159) $ 267,266 (1) Accounts receivable had an estimated fair value of $64.5 million and a gross contractual value of $66.8 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected. (2) The Company paid $7.8 million of the Hisco deferred consideration during 2023. (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) (626) (8,006) Lease liabilities — (1,125) (9,313) — — (10,438) Long-term debt — — — — (2,105) (2,105) Goodwill 37,236 10,305 11,544 5,703 1,989 66,777 Total purchase consideration exchanged, net of cash acquired $ 54,690 $ 30,755 $ 25,674 $ 7,192 $ 2,292 $ 120,603 Cash consideration $ 54,690 $ 30,755 $ 25,674 $ 6,023 $ 1,818 $ 118,960 Seller's notes — — — 1,169 — 1,169 Deferred consideration — — — — 474 474 Total purchase consideration exchanged, net of cash acquired $ 54,690 $ 30,755 $ 25,674 $ 7,192 $ 2,292 $ 120,603 |
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 names 43,010 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 above occurred on January 1, 2022 for the acquisition completed during 2023 and January 1, 2021 for the acquisitions completed during 2022. 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 and other acquisitions been completed on the date indicated. Year Ended December 31, (in thousands) 2023 2022 Revenue $ 1,752,465 $ 1,753,939 Net income (37,114) (6,264) 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, 2023 and 2022. The 2023 and 2022 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, 2023 Year Ended December 31, 2022 (in thousands) Lawson Other Acquisitions Total Lawson Other Acquisitions Total Revenue $ — $ 229,358 $ 229,358 $ 373,738 $ 151,217 $ 524,955 Net Income $ — $ (14,478) $ (14,478) $ 15,283 $ 8,670 $ 23,953 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregated consolidated revenue by geographic area (based on the location to which the product is shipped to): Year Ended December 31, (in thousands) 2023 2022 United States $ 1,253,401 $ 932,418 Canada 141,125 118,722 Europe 79,643 51,631 Pacific Rim 13,515 10,768 Latin America 74,577 34,202 Other 9,841 3,681 Intersegment revenue elimination (1,700) — Total revenue $ 1,570,402 $ 1,151,422 |
Operating Lease Income | Rental revenue from operating leases: Year Ended December 31, (in thousands) 2023 2022 Revenue from operating leases $ 17,186 $ 17,675 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Components of Property, Plant and Equipment | Components of property, plant and equipment, net were as follows: December 31, (in thousands) 2023 2022 Land $ 16,916 $ 9,578 Buildings and improvements 50,376 27,199 Machinery and equipment 48,844 26,948 Capitalized software 9,148 7,889 Furniture and fixtures 11,022 6,346 Vehicles 1,738 1,713 Construction in progress (1) 6,025 3,140 Total 144,069 82,813 Accumulated depreciation and amortization (30,258) (18,418) Property, plant and equipment, net $ 113,811 $ 64,395 (1) Construction in progress primarily relates to upgrades to certain of the Company's information technology systems that we expect to place in service in the next 12 months. Rental equipment, net consisted of the following: December 31, (in thousands) 2023 2022 Rental equipment $ 52,387 $ 63,184 Accumulated depreciation (27,812) (36,045) Rental equipment, net $ 24,575 $ 27,139 |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, (in thousands) 2023 2022 Accrued compensation $ 25,371 $ 24,094 Accrued severance and acquisition related retention bonus 21,128 927 Accrued and withheld taxes, other than income taxes 8,661 4,885 Deferred acquisition payments and accrued earnout liabilities 7,513 1,383 Accrued stock-based compensation 5,573 3,340 Accrued customer rebates 5,473 5,053 Accrued interest 3,301 1,775 Accrued income taxes 1,994 731 Accrued health benefits 1,728 1,306 Deferred revenue 810 2,313 Other 15,689 16,870 Total accrued expenses and other current liabilities $ 97,241 $ 62,677 |
Other Liabilities | Other liabilities consisted of the following: December 31, (in thousands) 2023 2022 Security bonus plan $ 8,666 $ 9,651 Deferred compensation 11,041 9,962 Other 5,736 4,036 Total other liabilities $ 25,443 $ 23,649 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Activity Related to Acquisitions | Changes in the carrying amount of goodwill by segment were as follows: (in thousands) Lawson TestEquity Gexpro Services All Other Total Balance at December 31, 2021 $ — $ 70,112 $ 34,099 $ — $ 104,211 Acquisitions 156,133 43,992 21,849 24,887 246,861 Impact of foreign exchange rates (360) — (527) (2,137) (3,024) Balance at December 31, 2022 155,773 114,104 55,421 22,750 348,048 Acquisitions (1) — 50,886 — — 50,886 Impact of foreign exchange rates 142 — 322 527 991 Balance at December 31, 2023 $ 155,915 $ 164,990 $ 55,743 $ 23,277 $ 399,925 (1) Refer to Note 3 – Business Acquisitions for information related to measurement period adjustments. |
Gross Carrying Amount and Accumulated Amortization by Intangible Asset Class | The gross carrying and accumulated amortization for definite-lived intangible assets were as follows: December 31, 2023 December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 117,881 $ (30,093) $ 87,788 $ 92,286 $ (17,401) $ 74,885 Customer relationships 233,513 (71,215) 162,298 192,934 (44,481) 148,453 Other (1) 8,011 (4,263) 3,748 7,961 (3,305) 4,656 Total $ 359,405 $ (105,571) $ 253,834 $ 293,181 $ (65,187) $ 227,994 (1) |
Schedule of Estimated Aggregate Amortization Expense for Next Five Years | The estimated aggregate amortization expense for each of the next five years and thereafter are as follows: (in thousands) Amortization 2024 $ 42,875 2025 39,180 2026 36,167 2027 31,305 2028 27,192 Thereafter 77,115 Total $ 253,834 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Cost, Weighted Average Lease Terms and Interest Rates and Cash Outflows | The expenses related to our leasing activity for the years ended December 31, 2023 and 2022 was as follows (in thousands): Year Ended December 31, Lease Type Classification 2023 2022 Operating Lease Expense (1) Operating expenses $ 21,131 $ 15,151 Financing Lease Amortization Operating expenses 546 466 Financing Lease Interest Interest expense 93 41 Financing Lease Expense 639 507 Net Lease Cost $ 21,770 $ 15,658 (1) Includes short term lease expense, which is immaterial. The weighted average lease terms and interest rates of leases held as of December 31, 2023 and 2022 were as follows: Year Ended December 31, 2023 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term 6.6 years 2.8 years 5.6 years 3.1 years Weighted average interest rate 7.8% 7.1% 7.1% 6.6% The cash outflows of leasing activity for the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, Cash Flow Source Classification 2023 2022 Operating cash flows from operating leases Operating activities $ (15,516) $ (12,149) Operating cash flows from financing leases Operating activities $ (242) $ (184) Financing cash flows from financing leases Financing activities $ (515) $ (429) |
Lease Assets and Liabilities | The value of net assets and liabilities related to our operating and finance leases as of December 31, 2023 and December 31, 2022 was as follows (in thousands): December 31, Lease Type 2023 2022 Total ROU operating lease assets $ 76,340 $ 46,755 Total ROU financing lease assets 1,560 1,519 Total lease assets $ 77,900 $ 48,274 Total current operating lease obligation $ 13,010 $ 9,480 Total current financing lease obligation 539 484 Total current lease obligations $ 13,549 $ 9,964 Total long term operating lease obligation $ 66,234 $ 38,898 Total long term financing lease obligation 831 930 Total long term lease obligation $ 67,065 $ 39,828 |
Maturity of Operating Lease Liabilities | The value of lease liabilities related to our operating and finance leases as of December 31, 2023 was as follows (in thousands): Maturity Date of Lease Liabilities Operating Leases Financing Leases Total 2024 $ 18,555 $ 615 $ 19,170 2025 18,299 435 18,734 2026 14,488 344 14,832 2027 12,371 117 12,488 2028 10,440 4 10,444 Thereafter 29,841 1 29,842 Total lease payments 103,994 1,516 105,510 Less: Interest (24,750) (146) (24,896) Present value of lease liabilities $ 79,244 $ 1,370 $ 80,614 |
Maturity of Finance Lease Liabilities | The value of lease liabilities related to our operating and finance leases as of December 31, 2023 was as follows (in thousands): Maturity Date of Lease Liabilities Operating Leases Financing Leases Total 2024 $ 18,555 $ 615 $ 19,170 2025 18,299 435 18,734 2026 14,488 344 14,832 2027 12,371 117 12,488 2028 10,440 4 10,444 Thereafter 29,841 1 29,842 Total lease payments 103,994 1,516 105,510 Less: Interest (24,750) (146) (24,896) Present value of lease liabilities $ 79,244 $ 1,370 $ 80,614 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The Company's outstanding long-term debt was comprised of the following: December 31, (in thousands) 2023 2022 Senior secured revolving credit facility $ — $ 122,000 Senior secured term loan 228,125 243,750 Senior secured delayed draw term loan 46,875 50,000 Incremental term loan 297,375 — Other revolving line of credit 2,301 1,352 Total debt 574,676 417,102 Less: current portion of long-term debt (32,551) (16,352) Less: deferred financing costs (6,244) (4,925) Total long-term debt $ 535,881 $ 395,825 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Valuation Assumptions | The weighted-average fair value of SPRs outstanding as of December 31, 2023 and December 31, 2022 was $18.37 and $7.65 per SPR, respectively, using the following assumptions: December 31, 2023 2022 Expected volatility 41.1% to 45.9% 43.4% to 52.2% Risk-free rate of return 4.5% to 5.3% 4.4% to 4.7% Expected term (in years) 0.3 to 1.5 0.5 to 2.0 Expected annual dividend $0 $0 December 31, 2023 2022 Expected volatility 45.2% to 45.6% 43.7% to 44.6% Risk-free rate of return 3.6% to 4.5% 2.7% to 3.1% Expected term (in years) 6.2 years 6.5 years Expected annual dividend $0 $0 |
Activity Related to SPRs | Activity related to the Company’s SPRs during the year ended December 31, 2023 was as follows: Number of SPRs Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding on December 31, 2022 352,368 $ 7.65 Granted — — Exercised (93,350) 28.16 Cancelled — — Outstanding on December 31, 2023 259,018 18.37 1.5 $ 4.6 Exercisable on December 31, 2023 259,018 $ 18.37 1.5 $ 4.6 |
Activity Related to RSAs | Activity related to the Company’s RSAs during the year ended December 31, 2023 was as follows: Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding on December 31, 2022 113,174 $ 24.35 Granted 53,054 21.86 Cancelled (13,810) 25.89 Exchanged for common shares (54,202) 22.86 Outstanding on December 31, 2023 98,216 $ 23.57 |
MSU Rollforward | Activity related to the Company’s MSUs during 2023 was as follows: Number of Market Stock Units Maximum Shares Potentially Issuable Weighted Average Grant Date Fair Value Outstanding on December 31, 2022 162,936 234,586 $ 19.90 Granted 518 777 30.54 Cancelled (32,732) (49,098) 30.54 Exchanged for common shares (14,615) (22,710) 17.49 Outstanding on December 31, 2023 116,107 163,555 $ 17.25 |
Activity Related to Options | Upon vesting, stock options are recognized as a component of equity. Activity related to the Company’s stock options during the year ended December 31, 2023 was as follows: Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding on December 31, 2022 576,000 $ 38.80 Granted 1,402,605 37.03 Exercised — — Cancelled (98,538) 33.89 Outstanding on December 31, 2023 1,880,067 37.53 9.0 $ 3.1 Exercisable on December 31, 2023 180,800 $ 29.74 4.9 $ 1.7 |
Activity Related to Performance Awards | Activity related to the Company’s PAs during the year ended December 31, 2023 was as follows: Number of Performance Awards Maximum Shares Potentially Issuable Weighted Average Grant Date Fair Value Outstanding on December 31, 2022 43,826 65,739 $ 24.08 Granted 326 489 25.55 Exercised (11,404) (17,106) 21.54 Cancelled (6,668) (10,002) 20.85 Outstanding on December 31, 2023 26,080 39,120 $ 25.70 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides the computation of basic and diluted earnings per share: December 31, (in thousands, except share and per share data) 2023 2022 Basic income per share: Net income (loss) $ (8,967) $ 7,406 Basic weighted average shares outstanding 44,868,862 34,291,870 Basic income (loss) per share of common stock $ (0.20) $ 0.22 Diluted income per share: Net income (loss) $ (8,967) $ 7,406 Basic weighted average shares outstanding 44,868,862 34,291,870 Effect of dilutive securities — 794,722 Diluted weighted average shares outstanding 44,868,862 35,086,592 Diluted income (loss) per share of common stock $ (0.20) $ 0.21 Anti-dilutive securities excluded from the calculation of diluted income per share 424,934 496,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income From Continuing Operations Before Income Taxes | Income from operations before income taxes consisted of the following: Year Ended December 31, (in thousands) 2023 2022 United States $ (24,949) $ 910 Foreign 22,942 12,027 Total $ (2,007) $ 12,937 |
Components of Provision (Benefit) for Income Taxes | Provision (benefit) for income taxes from operations consisted of the following: Year Ended December 31, (in thousands) 2023 2022 Current income tax expense: U.S. federal $ 4,961 $ 4,011 U.S. state 2,388 869 Foreign 7,639 3,057 Total $ 14,988 $ 7,937 Deferred income tax expense (benefit): U.S. federal $ (8,101) $ (947) U.S. state 1,232 (73) Foreign (1,159) (1,386) Total $ (8,028) $ (2,406) Total income tax expense (benefit): U.S. federal $ (3,141) $ 3,063 U.S. state 3,620 796 Foreign 6,481 1,672 Total $ 6,960 $ 5,531 |
Reconciliation Between Effective Income Tax Rate and Statutory Federal Rate | The reconciliation between the effective income tax rates and the statutory federal rates for operations are as follows: Year Ended December 31, 2023 2022 Statutory Federal rate 21.0 % 21.0 % Increase (decrease) resulting from: Change in valuation allowance - current period activity (380.7) 1.3 Foreign rate differential 6.2 4.0 Stock compensation (5.0) (0.5) Compensation deduction limitation (7.0) — State and local taxes, net 67.1 4.5 Life insurance (3.4) — Meals & entertainment (17.3) 1.4 Change in uncertain tax positions 18.1 (2.9) Provision to return differences (45.3) — GILTI, Section 78, FDII, and Section 250 — 3.2 Transaction costs — 8.3 Branch income (81.6) — Earn Out Revaluation — 0.8 Change in deferred balances 79.4 — Other items, net 1.7 1.7 Provision for income taxes (346.8) % 42.8 % |
Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities contain the following temporary differences: December 31, (in thousands) 2023 2022 Deferred tax assets: Federal & state NOL carryforward $ 10,158 $ 8,218 Inventory reserve 8,815 6,990 Transaction costs 673 1,620 Stock based compensation 3,602 2,531 Accrued benefits & bonuses 11,998 7,074 Bad debt reserve 977 496 Section 163(j) limitation carryforward 15,891 7,692 ROU liabilities 18,936 11,947 Deferred state income tax — 745 Deferred revenue 77 86 Investment in Foreign Subsidiaries — — Other 4,005 2,822 Total deferred tax assets 75,132 50,221 Deferred tax liabilities: Intangible assets and goodwill 44,057 45,951 ROU asset 18,264 11,295 Fixed assets 20,977 15,617 Deferred state income tax 17 — Other 1,591 188 Total deferred liabilities 84,906 73,051 Net deferred tax liabilities before valuation allowance (9,774) (22,830) Valuation allowance (8,457) (815) Net deferred tax liabilities $ (18,231) $ (23,645) |
Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, (in thousands) 2023 2022 Balance at beginning of year $ 3,027 $ — Additions for tax positions of current year — 191 Additions for tax positions of prior years 503 3,741 Reductions for tax positions of prior year — (238) Lapse of statute of limitations (796) (667) Balance at end of year $ 2,734 $ 3,027 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information for the Company's Reportable Segments | Financial information for the Company's segments and reconciliations of that information to the consolidated financial statements is presented below. Year Ended December 31, (in thousands) 2023 2022 Revenue Lawson (1) $ 468,711 $ 324,783 TestEquity 641,768 392,358 Gexpro Services 405,733 385,326 All Other (2) 55,890 48,955 Intersegment revenue elimination (1,700) — Total revenue $ 1,570,402 $ 1,151,422 Operating income (loss) Lawson (1) $ 32,498 $ 6,536 TestEquity (16,465) 11,375 Gexpro Services 27,000 21,291 All Other (2) (42) 2,584 Total operating income (loss) $ 42,991 $ 41,786 (1) Includes the operating results of Lawson only subsequent to the Merger Date of April 1, 2022 and not Lawson operating results prior to the Mergers. (2) Includes the operating results of All Other only subsequent to the Merger Date of April 1, 2022 and not All Other operating results prior to the Mergers. Segment revenue includes revenue from sales to external customers and intersegment revenue from sales transactions between segments. The Company accounts for intersegment sales similar to third party transactions that are conducted on an arm's-length basis and reflect current market prices. Intersegment revenue is eliminated in consolidation and is not included in consolidated revenue on the financial statements. Segment revenue and the elimination of intersegment revenue was as follows: (in thousands) Lawson TestEquity Gexpro Services All Other Elimination Total Year Ended December 31, 2023 Revenue from external customers $ 468,379 $ 641,643 $ 404,490 $ 55,890 $ — $ 1,570,402 Intersegment revenue 332 125 1,243 — (1,700) — Revenue $ 468,711 $ 641,768 $ 405,733 $ 55,890 $ (1,700) $ 1,570,402 Year Ended December 31, 2022 Revenue from external customers $ 324,783 $ 392,358 $ 385,326 $ 48,955 $ — $ 1,151,422 Intersegment revenue — — — — — — Revenue $ 324,783 $ 392,358 $ 385,326 $ 48,955 $ — $ 1,151,422 Long-lived assets, which includes property, plant and equipment, rental equipment, goodwill, intangibles, right of use operating lease assets, and other assets, were as follows: December 31, (in thousands) 2023 2022 Long-lived assets by segment Lawson $ 312,136 $ 324,732 TestEquity 378,348 201,919 Gexpro Services 141,797 152,720 All Other 42,132 40,696 Total $ 874,413 $ 720,067 Long-lived assets by geographic area United States $ 765,160 $ 580,870 Canada 72,054 70,561 Europe 32,997 67,957 Pacific Rim 417 — Latin America 3,785 679 Total $ 874,413 $ 720,067 Refer to Note 4 – Revenue Recognition for disaggregated revenue by geographic area. Capital expenditures and depreciation and amortization by segment were as follows: Year Ended December 31, (in thousands) 2023 2022 Capital expenditures Lawson (1) $ 6,626 $ 3,737 TestEquity 2,955 250 Gexpro Services 5,053 3,809 All Other (2) 703 511 Total $ 15,337 $ 8,307 Depreciation and amortization Lawson (1) $ 19,532 $ 10,594 TestEquity 26,002 17,480 Gexpro Services 15,986 15,175 All Other (2) 2,068 1,937 Total $ 63,588 $ 45,186 (1) Includes Lawson's activities only subsequent to the Merger Date of April 1, 2022 and not prior to the Mergers. (2) Includes the activities of All Other only subsequent to the Merger Date of April 1, 2022 and not prior to the Mergers. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 15, 2023 | Mar. 20, 2023 shares | Dec. 31, 2022 shares | Apr. 29, 2022 shares | Apr. 01, 2022 shares | Aug. 31, 2023 | Dec. 31, 2023 segment | Aug. 25, 2023 shares | |
Accounting Policies [Abstract] | ||||||||
Principal operating segment | segment | 3 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stock split ratio, common stock | 2 | 2 | ||||||
Stock split, additional shares received (in shares) | 1 | |||||||
TestEquity | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Exchange ratio (in shares) | 0.1809 | |||||||
Shares issued in acquisition (in shares) | 6,600,000 | |||||||
Gexpro | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Exchange ratio (in shares) | 0.3838 | |||||||
Shares issued in acquisition (in shares) | 14,000,000 | |||||||
Gexpro | Gexpro Services Stockholder | Gexpro Services Holdback Shares | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Shares issued in acquisition (in shares) | 2,000,000 | 2,000,000 | ||||||
Lawson | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Shares issued in acquisition (in shares) | 18,240,334 | |||||||
Lawson | TestEquity Equityholder | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Shares issued in acquisition (in shares) | 1,400,000 | |||||||
Lawson | Gexpro Services Stockholder | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Shares issued in acquisition (in shares) | 924,000 | 1,400,000 | 924,000 | |||||
Lawson | TestEquity and Gexpro Services Shareholders | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Shares issued in acquisition (in shares) | 1,076,000 | 1,076,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Concentration Risk [Line Items] | |
Percentage of revenue recognized at a point in time (more than) | 95% |
Percentage of revenue recognized over time (less than) | 5% |
Minimum | |
Concentration Risk [Line Items] | |
Payment terms (in days) | 10 days |
Maximum | |
Concentration Risk [Line Items] | |
Payment terms (in days) | 120 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 40 years |
Machinery and equipment, furniture and fixtures, and vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 2 years |
Machinery and equipment, furniture and fixtures, and vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Capitalized software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Capitalized software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Rental equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Rental equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Goodwill | $ 399,925 | $ 348,048 | $ 104,211 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Trade names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 8 years | |
Trade names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 15 years | |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 9 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 20 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Earnings Per Share (Details) | 1 Months Ended | |
Aug. 15, 2023 | Aug. 31, 2023 | |
Accounting Policies [Abstract] | ||
Stock split ratio, common stock | 2 | 2 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Realized and unrealized foreign currency transaction losses | $ 1.5 | $ 0.9 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Treasury Stock (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Equity, Class of Treasury Stock [Line Items] | |||
Treasury stock acquired (in shares) | 138,725 | 108,178 | |
Repurchase of common stock including value of shares withheld for tax obligation | $ 3.9 | ||
Common Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Treasury stock acquired (in shares) | [1] | 138,725 | 108,178 |
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | [1] | (11,378) | (24,163) |
[1]The accompanying Consolidated Financial Statements and notes thereto have been retroactively adjusted to reflect the two-for-one stock split completed in August 2023. See Note 1 – Nature of Operations and Basis of Presentation for details. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 3 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Supplier Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplier Concentration Risk | Inventory benchmark | Largest Supplier | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 5.40% | 10.30% |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) | 4 Months Ended | 12 Months Ended | |||||
Jun. 08, 2023 USD ($) location $ / shares | Mar. 20, 2023 shares | Apr. 01, 2022 USD ($) shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) segment shares | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||||
Principal operating segment | segment | 3 | ||||||
Tax deductible goodwill | $ 53,600,000 | ||||||
Proceeds from employees for share purchases | $ 3,253,000 | 0 | |||||
Lawson | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued in acquisition (in shares) | shares | 18,240,334 | ||||||
Tax deductible goodwill | $ 0 | ||||||
Purchase price | $ 353,401,000 | ||||||
Lawson | TestEquity and Gexpro | Earnout Shares | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued in acquisition (in shares) | shares | 3,400,000 | ||||||
Lawson | TestEquity and Gexpro Services Former Owners | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued in acquisition (in shares) | shares | 20,600,000 | ||||||
HISCO | |||||||
Business Acquisition [Line Items] | |||||||
Tax deductible goodwill | 41,400,000 | ||||||
Number of locations | location | 38 | ||||||
Purchase price | $ 267,300,000 | ||||||
Cash acquired from acquisition | 12,200,000 | ||||||
Cash exchanged for equity related to retention bonuses | $ 37,500,000 | ||||||
Compensation expense | $ 400,000 | ||||||
Common stock, value, subscription price (in dollars per share) | $ / shares | $ 22.50 | ||||||
Maximum stock employees can purchase | $ 25,000,000 | ||||||
Stock issued (in shares) | shares | 144,608 | ||||||
Proceeds from employees for share purchases | $ 3,300,000 | ||||||
Increase (decrease) in goodwill | $ 232,000 | ||||||
Adjustment to consideration transferred | $ 3,159,000 | ||||||
HISCO | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life (in years) | 12 years | ||||||
HISCO | Trade names | |||||||
Business Acquisition [Line Items] | |||||||
Useful life (in years) | 8 years | ||||||
HISCO | Selling, general and administrative expenses | |||||||
Business Acquisition [Line Items] | |||||||
Compensation expense | $ 22,800,000 | ||||||
Frontier | |||||||
Business Acquisition [Line Items] | |||||||
Potential earn-out payment | $ 3,000,000 | ||||||
Instrumex | |||||||
Business Acquisition [Line Items] | |||||||
Increase (decrease) in goodwill | 900,000 | ||||||
Adjustment to consideration transferred | (1,600,000) | ||||||
Other Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Merger transaction costs | $ 11,600,000 | $ 15,400,000 |
Business Acquisitions - Initial
Business Acquisitions - Initial Purchase Price Allocation (Details) - Lawson - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Number of DSG common shares exchanged (in shares) | 18,240,334 | |
DSG closing price per common stock on March 31, 2022 (in USD per share) | $ 19.27 | |
Fair value of shares exchanged | $ 351,491 | |
Other consideration | 1,910 | |
Total consideration exchanged | $ 353,401 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Acquired Assets and Liabilities (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |||||||||
Jun. 08, 2023 | Dec. 31, 2022 | Dec. 01, 2022 | Jun. 01, 2022 | Apr. 29, 2022 | Mar. 31, 2022 | Jan. 03, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Apr. 01, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 348,048 | $ 399,925 | $ 104,211 | ||||||||
Lawson | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Lease liabilities | $ (28,827) | ||||||||||
Lawson | TestEquity and Gexpro | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Current assets | 148,308 | ||||||||||
Property, plant and equipment | 57,414 | ||||||||||
Right of use assets | 18,258 | ||||||||||
Other intangible assets | 119,060 | ||||||||||
Deferred tax liability, net of deferred tax asset | (19,394) | ||||||||||
Other assets | 18,373 | ||||||||||
Current liabilities | (71,165) | ||||||||||
Long-term obligations | (25,746) | ||||||||||
Derivative earnout liability | (43,900) | ||||||||||
Goodwill | 181,020 | ||||||||||
Total consideration exchanged | $ 353,401 | ||||||||||
HISCO | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Accounts Receivable | $ 66,792 | 64,523 | |||||||||
Inventory | 61,300 | 60,655 | |||||||||
Other current assets | 3,858 | 4,208 | |||||||||
Property, plant and equipment | 48,326 | 48,326 | |||||||||
Right of use assets | 21,102 | 22,290 | |||||||||
Deferred tax liability, net of deferred tax asset | (2,544) | (2,463) | |||||||||
Other assets | 2,495 | 2,495 | |||||||||
Accounts payable | (16,689) | (16,689) | |||||||||
Lease liabilities | (22,372) | (22,079) | |||||||||
Accrued expenses and other liabilities | (8,961) | (9,250) | |||||||||
Goodwill | 49,718 | 49,950 | |||||||||
Total consideration exchanged | 270,425 | 267,266 | |||||||||
Cash consideration | 252,007 | $ 252,007 | |||||||||
Deferred consideration | 12,418 | 15,159 | |||||||||
Contingent consideration | 6,000 | 100 | |||||||||
Measurement Period Adjustments | |||||||||||
Accounts Receivable | (2,269) | ||||||||||
Inventory | (645) | ||||||||||
Other current assets | 350 | ||||||||||
Right of use assets | 1,188 | ||||||||||
Deferred tax liability, net of deferred tax asset | 81 | ||||||||||
Lease and financing obligations | 293 | ||||||||||
Accrued expenses and other liabilities | (289) | ||||||||||
Goodwill | 232 | ||||||||||
Total purchase consideration exchanged, net of cash acquired | (3,159) | ||||||||||
Deferred consideration | 2,741 | ||||||||||
Contingent consideration | (5,900) | ||||||||||
Deferred consideration paid | 7,800 | ||||||||||
HISCO | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 41,800 | 40,000 | |||||||||
Measurement Period Adjustments | |||||||||||
Customer relationships | (1,800) | ||||||||||
HISCO | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 25,600 | 25,300 | |||||||||
Measurement Period Adjustments | |||||||||||
Customer relationships | $ (300) | ||||||||||
2022 Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Current assets | 33,791 | ||||||||||
Property, plant and equipment | 2,633 | ||||||||||
Right of use assets | 10,438 | ||||||||||
Other assets | 110 | ||||||||||
Accounts payable | (14,193) | ||||||||||
Lease liabilities | (10,438) | ||||||||||
Current portion of long-term debt | (2,073) | ||||||||||
Accrued expenses and other liabilities | (8,006) | ||||||||||
Long-term debt | (2,105) | ||||||||||
Goodwill | 66,777 | ||||||||||
Total consideration exchanged | 120,603 | ||||||||||
Cash consideration | 118,960 | ||||||||||
Seller's notes | 1,169 | ||||||||||
Deferred consideration | $ 474 | ||||||||||
2022 Acquisitions | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 29,969 | ||||||||||
2022 Acquisitions | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 13,700 | ||||||||||
Interworld Highway, LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Current assets | $ 15,018 | ||||||||||
Property, plant and equipment | 313 | ||||||||||
Right of use assets | 0 | ||||||||||
Other assets | 10 | ||||||||||
Accounts payable | (8,856) | ||||||||||
Lease liabilities | 0 | ||||||||||
Current portion of long-term debt | 0 | ||||||||||
Accrued expenses and other liabilities | 0 | ||||||||||
Long-term debt | 0 | ||||||||||
Goodwill | 37,236 | ||||||||||
Total consideration exchanged | 54,690 | ||||||||||
Cash consideration | 54,690 | ||||||||||
Seller's notes | 0 | ||||||||||
Deferred consideration | 0 | ||||||||||
Interworld Highway, LLC | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 6,369 | ||||||||||
Interworld Highway, LLC | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 4,600 | ||||||||||
Resolux | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Current assets | $ 10,210 | ||||||||||
Property, plant and equipment | 459 | ||||||||||
Right of use assets | 1,125 | ||||||||||
Other assets | 86 | ||||||||||
Accounts payable | (3,058) | ||||||||||
Lease liabilities | (1,125) | ||||||||||
Current portion of long-term debt | 0 | ||||||||||
Accrued expenses and other liabilities | (4,747) | ||||||||||
Long-term debt | 0 | ||||||||||
Goodwill | 10,305 | ||||||||||
Total consideration exchanged | 30,755 | ||||||||||
Cash consideration | 30,755 | ||||||||||
Seller's notes | 0 | ||||||||||
Deferred consideration | 0 | ||||||||||
Resolux | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 11,400 | ||||||||||
Resolux | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 6,100 | ||||||||||
Frontier | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Current assets | $ 2,881 | ||||||||||
Property, plant and equipment | 1,189 | ||||||||||
Right of use assets | 9,313 | ||||||||||
Other assets | 0 | ||||||||||
Accounts payable | (778) | ||||||||||
Lease liabilities | (9,313) | ||||||||||
Current portion of long-term debt | 0 | ||||||||||
Accrued expenses and other liabilities | (1,462) | ||||||||||
Long-term debt | 0 | ||||||||||
Goodwill | 11,544 | ||||||||||
Total consideration exchanged | 25,674 | ||||||||||
Cash consideration | 25,674 | ||||||||||
Seller's notes | 0 | ||||||||||
Deferred consideration | 0 | ||||||||||
Frontier | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 9,300 | ||||||||||
Frontier | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 3,000 | ||||||||||
National Test Equipment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Current assets | $ 2,187 | ||||||||||
Property, plant and equipment | 642 | ||||||||||
Right of use assets | 0 | ||||||||||
Other assets | 0 | ||||||||||
Accounts payable | (196) | ||||||||||
Lease liabilities | 0 | ||||||||||
Current portion of long-term debt | (2,073) | ||||||||||
Accrued expenses and other liabilities | (1,171) | ||||||||||
Long-term debt | 0 | ||||||||||
Goodwill | 5,703 | ||||||||||
Total consideration exchanged | 7,192 | ||||||||||
Cash consideration | 6,023 | ||||||||||
Seller's notes | 1,169 | ||||||||||
Deferred consideration | 0 | ||||||||||
National Test Equipment | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 2,100 | ||||||||||
National Test Equipment | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 0 | ||||||||||
Instrumex | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Current assets | $ 3,495 | ||||||||||
Property, plant and equipment | 30 | ||||||||||
Right of use assets | 0 | ||||||||||
Other assets | 14 | ||||||||||
Accounts payable | (1,305) | ||||||||||
Lease liabilities | 0 | ||||||||||
Current portion of long-term debt | 0 | ||||||||||
Accrued expenses and other liabilities | (626) | ||||||||||
Long-term debt | (2,105) | ||||||||||
Goodwill | 1,989 | ||||||||||
Total consideration exchanged | 2,292 | ||||||||||
Cash consideration | 1,818 | ||||||||||
Seller's notes | 0 | ||||||||||
Deferred consideration | 474 | ||||||||||
Measurement Period Adjustments | |||||||||||
Goodwill | 900 | ||||||||||
Total purchase consideration exchanged, net of cash acquired | $ 1,600 | ||||||||||
Instrumex | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | 800 | ||||||||||
Instrumex | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 0 |
Business Acquisitions - Intangi
Business Acquisitions - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Apr. 01, 2022 | Jun. 01, 2022 |
Lawson | TestEquity and Gexpro | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 119,060 | |
Other intangible assets | 119,060 | |
Lawson | Customer relationships | TestEquity and Gexpro | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 76,050 | |
Estimated Life (in years) | 19 years | |
Lawson | Trade names | TestEquity and Gexpro | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 43,010 | |
Estimated Life (in years) | 8 years | |
National Test Equipment | Customer relationships | ||
Business Acquisition [Line Items] | ||
Other intangible assets | $ 2,100 | |
National Test Equipment | Trade names | ||
Business Acquisition [Line Items] | ||
Other intangible assets | $ 0 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 229,358 | $ 524,955 |
Net Income | (14,478) | 23,953 |
Lawson | ||
Business Acquisition [Line Items] | ||
Revenue | 0 | 373,738 |
Net Income | 0 | 15,283 |
Lawson | TestEquity and Gexpro | ||
Business Acquisition [Line Items] | ||
Revenue | 1,752,465 | 1,753,939 |
Net income | (37,114) | (6,264) |
Other Acquisitions | ||
Business Acquisition [Line Items] | ||
Revenue | 229,358 | 151,217 |
Net Income | $ (14,478) | $ 8,670 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 810 | $ 2,313 |
Parts Washer Leasing Program | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 0 | $ 0 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,570,402 | $ 1,151,422 |
Intersegment Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (1,700) | 0 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,253,401 | 932,418 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 141,125 | 118,722 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 79,643 | 51,631 |
Pacific Rim | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,515 | 10,768 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 74,577 | 34,202 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9,841 | $ 3,681 |
Revenue Recognition - Rental Re
Revenue Recognition - Rental Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,570,402 | $ 1,151,422 |
Rental Program | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 17,186 | $ 17,675 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Jun. 08, 2023 |
Condensed Financial Information Disclosure [Abstract] | ||
Restricted Cash | $ 15.7 | |
Escrow deposit | $ 7.3 | $ 12.5 |
Restricted cash as collateral for certain borrowings | $ 8.4 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information- Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 144,069 | $ 82,813 |
Accumulated depreciation and amortization | (30,258) | (18,418) |
Property, plant and equipment, net | 113,811 | 64,395 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total | 16,916 | 9,578 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 50,376 | 27,199 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 48,844 | 26,948 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Total | 9,148 | 7,889 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | 11,022 | 6,346 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,738 | 1,713 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | 6,025 | 3,140 |
Property, Plant and Equipment, Excluding Rental Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 13,100 | 6,500 |
Amortization | $ 2,600 | $ 1,600 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Rental Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||
Rental equipment, net | $ 24,575 | $ 27,139 |
Rental equipment | ||
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||
Rental equipment | 52,387 | 63,184 |
Accumulated depreciation | (27,812) | (36,045) |
Rental equipment, net | 24,575 | 27,139 |
Depreciation | $ 7,600 | $ 8,000 |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Financial Information Disclosure [Abstract] | ||
Accrued compensation | $ 25,371 | $ 24,094 |
Accrued severance and acquisition related retention bonus | 21,128 | 927 |
Accrued and withheld taxes, other than income taxes | 8,661 | 4,885 |
Deferred acquisition payments and accrued earnout liabilities | 7,513 | 1,383 |
Accrued stock-based compensation | 5,573 | 3,340 |
Accrued customer rebates | 5,473 | 5,053 |
Accrued interest | 3,301 | 1,775 |
Accrued income taxes | 1,994 | 731 |
Accrued health benefits | 1,728 | 1,306 |
Deferred revenue | 810 | 2,313 |
Other | 15,689 | 16,870 |
Total accrued expenses and other current liabilities | $ 97,241 | $ 62,677 |
Supplemental Financial Statem_7
Supplemental Financial Statement Information - Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Financial Information Disclosure [Abstract] | ||
Security bonus plan | $ 8,666 | $ 9,651 |
Deferred compensation | 11,041 | 9,962 |
Other | 5,736 | 4,036 |
Total other liabilities | $ 25,443 | $ 23,649 |
Supplemental Financial Statem_8
Supplemental Financial Statement Information - Security Bonus Plan (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Retirement and Security Bonus Plans | |
Cash surrender value in life insurance of certain employees | $ 8.2 |
Deferred Bonus | |
Retirement and Security Bonus Plans | |
Initial vesting percentage (as a percent) | 25% |
Minimum vesting period (in years) | 5 years |
Annual vesting percentage after initial period (as a percent) | 5% |
Expense recognized | $ 0.2 |
Security bonus liability | $ 8.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 348,048 | $ 104,211 |
Acquisitions | 50,886 | 246,861 |
Impact of foreign exchange rates | 991 | (3,024) |
Goodwill, ending balance | 399,925 | 348,048 |
All Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 22,750 | 0 |
Acquisitions | 0 | 24,887 |
Impact of foreign exchange rates | 527 | (2,137) |
Goodwill, ending balance | 23,277 | 22,750 |
Lawson | Operating Segments | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 155,773 | 0 |
Acquisitions | 0 | 156,133 |
Impact of foreign exchange rates | 142 | (360) |
Goodwill, ending balance | 155,915 | 155,773 |
TestEquity | Operating Segments | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 114,104 | 70,112 |
Acquisitions | 50,886 | 43,992 |
Impact of foreign exchange rates | 0 | 0 |
Goodwill, ending balance | 164,990 | 114,104 |
Gexpro Services | Operating Segments | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 55,421 | 34,099 |
Acquisitions | 0 | 21,849 |
Impact of foreign exchange rates | 322 | (527) |
Goodwill, ending balance | $ 55,743 | $ 55,421 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Carrying Amount of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 359,405 | $ 293,181 |
Accumulated Amortization | (105,571) | (65,187) |
Net Carrying Value | 253,834 | 227,994 |
Amortization expense | 40,300 | 29,100 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 117,881 | 92,286 |
Accumulated Amortization | (30,093) | (17,401) |
Net Carrying Value | $ 87,788 | $ 74,885 |
Estimated life (in years) | 3 years 10 months 24 days | 4 years 9 months 18 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 233,513 | $ 192,934 |
Accumulated Amortization | (71,215) | (44,481) |
Net Carrying Value | 162,298 | 148,453 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,011 | 7,961 |
Accumulated Amortization | (4,263) | (3,305) |
Net Carrying Value | $ 3,748 | $ 4,656 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Maturity of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amortization | ||
2024 | $ 42,875 | |
2025 | 39,180 | |
2026 | 36,167 | |
2027 | 31,305 | |
2028 | 27,192 | |
Thereafter | 77,115 | |
Net Carrying Value | $ 253,834 | $ 227,994 |
Leases - Net Lease Cost (Detail
Leases - Net Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating Lease Expense | $ 21,131 | $ 15,151 |
Financing Lease Amortization | 546 | 466 |
Financing Lease Interest | 93 | 41 |
Financing Lease Expense | 639 | 507 |
Net Lease Cost | $ 21,770 | $ 15,658 |
Leases - Net Lease Assets and L
Leases - Net Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Total ROU operating lease assets | $ 76,340 | $ 46,755 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Total ROU financing lease assets | $ 1,560 | $ 1,519 |
Total lease assets | 77,900 | 48,274 |
Total current operating lease obligation | 13,010 | 9,480 |
Total current financing lease obligation | 539 | 484 |
Total current lease obligations | 13,549 | 9,964 |
Total long term operating lease obligation | 66,234 | 38,898 |
Total long term financing lease obligation | 831 | 930 |
Total long term lease obligation | $ 67,065 | $ 39,828 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total current lease obligations | Total current lease obligations |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total current lease obligations | Total current lease obligations |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total long term lease obligation | Total long term lease obligation |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total long term lease obligation | Total long term lease obligation |
Leases - Value of Lease Liabili
Leases - Value of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 18,555 |
2025 | 18,299 |
2026 | 14,488 |
2027 | 12,371 |
2028 | 10,440 |
Thereafter | 29,841 |
Total lease payments | 103,994 |
Less: Interest | (24,750) |
Present value of lease liabilities | 79,244 |
Financing Leases | |
2024 | 615 |
2025 | 435 |
2026 | 344 |
2027 | 117 |
2028 | 4 |
Thereafter | 1 |
Total lease payments | 1,516 |
Less: Interest | (146) |
Present value of lease liabilities | 1,370 |
Total | |
2024 | 19,170 |
2025 | 18,734 |
2026 | 14,832 |
2027 | 12,488 |
2028 | 10,444 |
Thereafter | 29,842 |
Total lease payments | 105,510 |
Less: Interest | (24,896) |
Present value of lease liabilities | $ 80,614 |
Leases - Leases Weighted-Averag
Leases - Leases Weighted-Average Lease Terms and Interest Rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating Leases, Weighted Average Term (in years) | 6 years 7 months 6 days | 5 years 7 months 6 days |
Operating Leases, Weighted Average Interest Rate (as percent) | 7.80% | 7.10% |
Finance Leases, Weighted Average Term (in years) | 2 years 9 months 18 days | 3 years 1 month 6 days |
Finance Leases, Weighted Average Interest Rate (as percent) | 7.10% | 6.60% |
Leases - Cash Outflows of the L
Leases - Cash Outflows of the Leasing Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ (15,516) | $ (12,149) |
Operating cash flows from financing leases | (242) | (184) |
Financing cash flows from financing leases | $ (515) | $ (429) |
Earnout Liabilities - Narrative
Earnout Liabilities - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 20, 2023 shares | Dec. 31, 2022 USD ($) shares | Apr. 29, 2022 shares | Apr. 01, 2022 USD ($) earnoutProvision shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 08, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 20, 2022 earnoutProvision | |
Business Acquisition [Line Items] | ||||||||||
Fair value of earnout derivative liability | $ 43.9 | |||||||||
Income (expense) on earnout liabilities | $ 0 | $ 0.3 | ||||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of earnout liabilities | |||||||||
Lawson | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of earnout provisions | earnoutProvision | 2 | 2 | ||||||||
Shares issued in acquisition (in shares) | shares | 18,240,334 | |||||||||
Lawson | TestEquity Equityholder | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued in acquisition (in shares) | shares | 1,400,000 | |||||||||
Lawson | Gexpro Services Stockholder | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued in acquisition (in shares) | shares | 924,000 | 1,400,000 | 924,000 | |||||||
Lawson | TestEquity and Gexpro Services Shareholders | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued in acquisition (in shares) | shares | 1,076,000 | 1,076,000 | ||||||||
Lawson | TestEquity and Gexpro | Earnout Shares | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued in acquisition (in shares) | shares | 3,400,000 | |||||||||
Lawson | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued in acquisition (in shares) | shares | 2,324,000 | |||||||||
HISCO | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value of earn-out liability | $ 0 | $ 0.1 | ||||||||
HISCO | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value of earn-out liability | $ 12.6 | |||||||||
Frontier | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Income (expense) on earnout liabilities | 0.7 | |||||||||
Fair value of earn-out liability | $ 1.7 | $ 0 | $ 1.7 | $ 0.9 | ||||||
Earn-out payments | $ 1 | |||||||||
Frontier | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value of earn-out liability | $ 3 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 574,676 | $ 417,102 |
Less: current portion of long-term debt | (32,551) | (16,352) |
Total long-term debt | 535,881 | 395,825 |
Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Less: deferred financing costs | (8,600) | |
Line of Credit | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Less: deferred financing costs | (6,244) | (4,925) |
Line of Credit | Revolving Credit Facility | Senior secured revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Total debt | 0 | 122,000 |
Line of Credit | Revolving Credit Facility | Other revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Total debt | 2,301 | 1,352 |
Line of Credit | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Total debt | 46,875 | 50,000 |
Less: deferred financing costs | (6,200) | |
Line of Credit | Secured Debt | Senior secured term loan | ||
Line of Credit Facility [Line Items] | ||
Total debt | 228,125 | 243,750 |
Line of Credit | Incremental term loan | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 297,375 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||||||||
Jun. 08, 2023 | Apr. 29, 2022 | Apr. 01, 2022 | Jan. 03, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 03, 2022 | Feb. 24, 2020 | Apr. 28, 2017 | |
Line of Credit Facility [Line Items] | |||||||||
Amortization of debt issuance costs | $ 2,420,000 | $ 1,888,000 | |||||||
Extinguishment of debt | 0 | 3,395,000 | |||||||
Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Deferred financing costs net of accumulated amortization | 8,600,000 | ||||||||
Amount due in 2024 | 30,300,000 | ||||||||
Amount due in 2025 | 30,300,000 | ||||||||
Amount due in 2026 | 30,300,000 | ||||||||
Amount due in 2027 | 481,600,000 | ||||||||
Default rate (as a percent) | 2% | ||||||||
Extinguishment of debt | 2,800,000 | ||||||||
Line of Credit | Alternate Base Rate Or Canadian Prime Rate | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 0% | ||||||||
Line of Credit | Alternate Base Rate Or Canadian Prime Rate | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||||
Line of Credit | Adjusted Term SOFR Or CDOR Rate | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 1% | ||||||||
Line of Credit | Adjusted Term SOFR Or CDOR Rate | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 2.75% | ||||||||
Revolving Credit Facility | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | |||||||
Accordion feature | 200,000,000 | 200,000,000 | |||||||
Deferred financing costs net of accumulated amortization | 6,244,000 | 4,925,000 | |||||||
Debt issuance costs, gross | 2,300,000 | ||||||||
Loans outstanding | 86,000,000 | ||||||||
Revolving Credit Facility | Line of Credit | Gexpro Services | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long term debt obtained | $ 25,000,000 | $ 15,000,000 | |||||||
Revolving Credit Facility | Line of Credit | TestEquity | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long term debt obtained | $ 15,000,000 | ||||||||
Letter of Credit | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 25,000,000 | 25,000,000 | |||||||
Bridge Loan | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 10,000,000 | 10,000,000 | |||||||
Secured Debt | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 250,000,000 | 250,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | 198,300,000 | ||||||||
Deferred financing costs incurred | 3,400,000 | 4,000,000 | 7,400,000 | ||||||
Amortization of debt issuance costs | 2,400,000 | $ 1,900,000 | |||||||
Deferred financing costs net of accumulated amortization | $ 6,200,000 | ||||||||
Secured Debt | Line of Credit | Gexpro Services | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Extinguishment of debt | $ 600,000 | ||||||||
Long term debt obtained | 137,000,000 | $ 60,000,000 | |||||||
Secured Debt | Line of Credit | TestEquity | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Extinguishment of debt | 200,000 | ||||||||
Long term debt obtained | $ 101,000,000 | ||||||||
Secured Debt | Line of Credit | Delayed Draw Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 50,000,000 | $ 50,000,000 | |||||||
Proceeds from long-term debt | $ 50,000,000 | ||||||||
Secured Debt | Line of Credit | Delayed Draw Term Loan Facility | Gexpro Services | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long term debt obtained | $ 83,000,000 | ||||||||
Incremental term loan | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 305,000,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options expense | $ 7,900 | $ 2,400 | |
Tax benefit | 900 | 2,100 | |
Stock-based compensation liability | 5,600 | 3,300 | |
Accrued health benefits | $ 1,728 | $ 1,306 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Potential Shares From MSU Vest | 0% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Potential Shares From MSU Vest | 150% | ||
Trading days | 60 days | ||
Stock Performance Rights | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value (in USD per share) | $ 18.37 | $ 7.65 | |
Accrued health benefits | $ 4,900 | ||
Exercised, intrinsic value | 1,700 | $ 5,200 | |
Total unrecognized compensation cost | $ 0 | ||
Granted (in USD per share) | $ 0 | ||
Weighted average exercise price (in USD per share) | 28.16 | ||
Stock Performance Rights | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period (in years) | 7 years | ||
Award vesting period (in years) | 1 year | ||
Stock Performance Rights | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 3 years | ||
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value (in USD per share) | $ 23.57 | 24.35 | |
Total unrecognized compensation cost | $ 700 | ||
Unrecognized cost, period for recognition (in years) | 1 year 7 months 6 days | ||
Weighted average grant date fair value (in USD per share) | $ 21.86 | $ 18.75 | |
Vested in period, fair value | $ 1,500 | $ 500 | |
MSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested in period, fair value | $ 600 | $ 900 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized cost, period for recognition (in years) | 2 years 3 months 18 days | ||
Granted (in USD per share) | $ 37.03 | $ 42.88 | |
Unrecognized compensation expense | $ 9,300 | ||
Unvested shares (in shares) | 1,699,267 | ||
Weighted average exercise price (in USD per share) | $ 0 | ||
Exercisable (in shares) | 180,800 | ||
Exercisable (in USD per share) | $ 29.74 | ||
Exercised, intrinsic value | $ 0 | $ 600 | |
PAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value (in USD per share) | $ 25.70 | $ 24.08 | |
Weighted average grant date fair value (in USD per share) | $ 25.55 | ||
Intrinsic value of awards exercised in period | $ 200 | $ 100 | |
PAs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exchangeable percentage (as a percent) | 0% | ||
PAs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exchangeable percentage (as a percent) | 150% | ||
Equity Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 1,161,687 | ||
Equity Compensation Plan | Restricted stock awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | ||
Equity Compensation Plan | Restricted stock awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 3 years | ||
Equity Compensation Plan | Director | Share-based Payment Arrangement, Nonemployee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation plan maximum share grants per year (in shares) | 60,000 | ||
Equity Compensation Plan | Other Than Non-Employee Directors | Share-based Payment Arrangement, Nonemployee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation plan maximum share grants per year (in shares) | 500,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Performance Rights (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Performance Rights | ||
Valuation assumptions: | ||
Expected volatility, minimum, percent | 41.10% | 43.40% |
Expected volatility, maximum, percent | 45.90% | 52.20% |
Risk-free rate of return, minimum | 4.50% | 4.40% |
Risk-free rate of return, maximum | 5.30% | 4.70% |
Expected annual dividend | $ 0 | $ 0 |
Number of SPRs | ||
Outstanding at beginning of period (in shares) | 352,368 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (93,350) | |
Outstanding at end of period (in shares) | 259,018 | 352,368 |
Exercisable (in shares) | 259,018 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in USD per share) | $ 7.65 | |
Granted (in USD per share) | $ 0 | |
Exercised (in USD per share) | 28.16 | |
Cancelled (in USD per share) | 0 | |
Outstanding at end of period (in USD per share) | $ 18.37 | 7.65 |
Exercisable (in USD per share) | $ 18.37 | |
Weighted average remaining contractual term, SPRs outstanding (in years) | 1 year 6 months | |
Weighted average remaining contractual term, SPRs exercisable (in years) | 1 year 6 months | |
SPRs outstanding, intrinsic value | $ 4,600,000 | |
SPRs exercisable, intrinsic value | $ 4,600,000 | |
Cancelled (in shares) | 0 | |
Stock Performance Rights | Minimum | ||
Valuation assumptions: | ||
Expected term (in years) | 3 months 18 days | 6 months |
Stock Performance Rights | Maximum | ||
Valuation assumptions: | ||
Expected term (in years) | 1 year 6 months | 2 years |
Stock options | ||
Valuation assumptions: | ||
Expected volatility, minimum, percent | 45.20% | 43.70% |
Expected volatility, maximum, percent | 45.60% | 44.60% |
Risk-free rate of return, minimum | 3.60% | 2.70% |
Risk-free rate of return, maximum | 4.50% | 3.10% |
Expected term (in years) | 6 years 2 months 12 days | 6 years 6 months |
Expected annual dividend | $ 0 | $ 0 |
Weighted Average Exercise Price | ||
Granted (in USD per share) | $ 37.03 | $ 42.88 |
Exercised (in USD per share) | 0 | |
Cancelled (in USD per share) | $ 33.89 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted stock awards - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Awards | ||
Outstanding at beginning of period (in shares) | 113,174 | |
Granted (in shares) | 53,054 | |
Cancelled (in shares) | (13,810) | |
Exchanged for common shares (in shares) | (54,202) | |
Outstanding at end of period (in shares) | 98,216 | 113,174 |
Weighted Average Grant Date Fair Value | ||
Outstanding at beginning of period (in USD per share) | $ 24.35 | |
Granted (in USD per share) | 21.86 | $ 18.75 |
Cancelled (in USD per share) | 25.89 | |
Exercised (in USD per share) | 22.86 | |
Outstanding at end of period (in USD per share) | $ 23.57 | $ 24.35 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Market Stock Units (Details) - Market Stock Units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Market Stock Units | |
Outstanding at beginning of period (in shares) | 162,936 |
Granted (in shares) | 518 |
Cancelled (in shares) | (32,732) |
Exchanged for stock (in shares) | (14,615) |
Outstanding at end of period (in shares) | 116,107 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 19.90 |
Granted (in USD per share) | $ / shares | 30.54 |
Cancelled (in USD per share) | $ / shares | 30.54 |
Exercised (in USD per share) | $ / shares | 17.49 |
Outstanding at end of period (in USD per share) | $ / shares | $ 17.25 |
Maximum | |
Number of Market Stock Units | |
Outstanding at beginning of period (in shares) | 234,586 |
Granted (in shares) | 777 |
Cancelled (in shares) | (49,098) |
Exchanged for stock (in shares) | (22,710) |
Outstanding at end of period (in shares) | 163,555 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Options (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Stock Options | ||
Beginning balance (in shares) | 576,000 | |
Granted (in shares) | 1,402,605 | |
Exercised (in shares) | 0 | |
Cancelled (in shares) | (98,538) | |
Ending balance (in shares) | 1,880,067 | 576,000 |
Exercisable (in shares) | 180,800 | |
Weighted Average Exercise Price | ||
Beginning balance (in USD per share) | $ 38.80 | |
Granted (in USD per share) | 37.03 | $ 42.88 |
Exercised (in USD per share) | 0 | |
Cancelled (in USD per share) | 33.89 | |
Ending balance (in USD per share) | 37.53 | $ 38.80 |
Exercisable (in USD per share) | $ 29.74 | |
Outstanding, weighted-average remaining contractual term | 9 years | |
Exercisable, weighted-average remaining contractual term | 4 years 10 months 24 days | |
Outstanding, aggregate intrinsic value | $ 3.1 | |
Exercisable, aggregate intrinsic value | $ 1.7 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Awards (Details) - PAs | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Performance Awards | |
Outstanding at beginning of period (in shares) | 43,826 |
Granted (in shares) | 326 |
Exercised (in shares) | (11,404) |
Cancelled (in shares) | (6,668) |
Outstanding at end of period (in shares) | 26,080 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 24.08 |
Granted (in USD per share) | $ / shares | 25.55 |
Exercised (in USD per share) | $ / shares | 21.54 |
Cancelled (in USD per share) | $ / shares | 20.85 |
Outstanding at end of period (in USD per share) | $ / shares | $ 25.70 |
Maximum | |
Number of Performance Awards | |
Outstanding at beginning of period (in shares) | 65,739 |
Granted (in shares) | 489 |
Exercised (in shares) | (17,106) |
Cancelled (in shares) | (10,002) |
Outstanding at end of period (in shares) | 39,120 |
Stockholders' Equity - Stock Sp
Stockholders' Equity - Stock Split (Details) - $ / shares | Dec. 31, 2023 | Aug. 31, 2023 | Aug. 30, 2023 | Aug. 25, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||||||
Stock split, additional shares received (in shares) | 1 | |||||
Common stock, shares authorized (in shares) | 70,000,000 | 70,000,000 | 35,000,000 | 70,000,000 | ||
Common stock, par value (in USD per share) | $ 1 | $ 1 | $ 1 |
Stockholders' Equity - Rights O
Stockholders' Equity - Rights Offering (Details) $ / shares in Units, $ in Millions | May 30, 2023 USD ($) shares | May 09, 2023 USD ($) right $ / shares shares |
Class of Stock [Line Items] | ||
Number of transferable subscription rights | right | 1 | |
Rights Offering | ||
Class of Stock [Line Items] | ||
Maximum gross proceeds raised from subscription rights offering | $ 100 | |
Common stock, shares subscribed but unissued, (in shares) | shares | 0.0525 | |
Common stock, value, subscription price (in dollars per share) | $ / shares | $ 22.50 | |
Proceeds from issuance of common stock | $ 98.5 | |
Stock issued (in shares) | shares | 4,444,444 | |
Sale of stock, transaction costs | $ 1.5 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | |
Equity [Abstract] | ||||||
Stock repurchase program, authorized amount | $ 37,500 | $ 37,500 | $ 7,500 | |||
Increase in repurchase authorized amount | 25,000 | $ 5,000 | ||||
Treasury stock acquired (in shares) | 138,725 | 108,178 | ||||
Treasury stock acquired (in USD per share) | $ 26.09 | $ 17.93 | ||||
Repurchase of common stock | $ 1,900 | $ 3,619 | $ 1,940 | |||
Remaining amount available for stock repurchases | $ 29,000 | $ 29,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Basic income per share: | |||
Net income (loss) | $ (8,967) | $ 7,406 | |
Basic weighted average shares outstanding (in shares) | 44,868,862 | 34,291,870 | |
Basic income (loss) per share of common stock (in USD per share) | [1] | $ (0.20) | $ 0.22 |
Diluted income per share: | |||
Net income (loss) | $ (8,967) | $ 7,406 | |
Basic weighted average shares outstanding (in shares) | 44,868,862 | 34,291,870 | |
Effect of dilutive securities (in shares) | 0 | 794,722 | |
Diluted weighted average shares outstanding (in shares) | 44,868,862 | 35,086,592 | |
Diluted income (loss) per share of common stock (in USD per share) | [1] | $ (0.20) | $ 0.21 |
Anti-dilutive securities excluded from the calculation of diluted income per share (in shares) | 424,934 | 496,000 | |
[1]The accompanying Consolidated Financial Statements and notes thereto have been retroactively adjusted to reflect the two-for-one stock split completed in August 2023. See Note 1 – Nature of Operations and Basis of Presentation for details. |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income (loss) from continuing operations before income taxes | ||
United States | $ (24,949) | $ 910 |
Foreign | 22,942 | 12,027 |
Income (loss) before income taxes | $ (2,007) | $ 12,937 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income taxes from Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current income tax expense: | ||
U.S. federal | $ 4,961 | $ 4,011 |
U.S. state | 2,388 | 869 |
Foreign | 7,639 | 3,057 |
Total | 14,988 | 7,937 |
Deferred income tax expense (benefit): | ||
U.S. federal | (8,101) | (947) |
U.S. state | 1,232 | (73) |
Foreign | (1,159) | (1,386) |
Total | (8,028) | (2,406) |
Total income tax expense (benefit): | ||
U.S. federal | (3,141) | 3,063 |
U.S. state | 3,620 | 796 |
Foreign | 6,481 | 1,672 |
Total | $ 6,960 | $ 5,531 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
Statutory Federal rate | 21% | 21% |
Increase (decrease) resulting from: | ||
Change in valuation allowance - current period activity | (380.70%) | 1.30% |
Foreign rate differential | 6.20% | 4% |
Stock compensation | (5.00%) | (0.50%) |
Compensation deduction limitation | (7.00%) | 0% |
State and local taxes, net | 67.10% | 4.50% |
Life insurance | (3.40%) | 0% |
Meals & entertainment | (17.30%) | 1.40% |
Change in uncertain tax positions | 18.10% | (2.90%) |
Provision to return differences | (45.30%) | 0% |
GILTI, Section 78, FDII, and Section 250 | 0% | 3.20% |
Transaction costs | 0% | 8.30% |
Branch income | (81.60%) | 0% |
Earn Out Revaluation | 0% | 0.80% |
Change in deferred balances | 79.40% | 0% |
Other items, net | 1.70% | 1.70% |
Provision for income taxes | (346.80%) | 42.80% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as a percent) | (346.80%) | 42.80% |
US federal net operating loss carryforwards | $ 21,400 | |
Various state net operating loss carryforwards | 53,500 | |
Valuation allowance | 8,457 | $ 815 |
Unrecognized tax benefits that would impact effective tax rate | 1,100 | |
Amount accrued for interest and penalties in liability for uncertain tax positions | $ 800 | $ 900 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal & state NOL carryforward | $ 10,158 | $ 8,218 |
Inventory reserve | 8,815 | 6,990 |
Transaction costs | 673 | 1,620 |
Stock based compensation | 3,602 | 2,531 |
Accrued benefits & bonuses | 11,998 | 7,074 |
Bad debt reserve | 977 | 496 |
Section 163(j) limitation carryforward | 15,891 | 7,692 |
ROU liabilities | 18,936 | 11,947 |
Deferred state income tax | 0 | 745 |
Deferred revenue | 77 | 86 |
Investment in Foreign Subsidiaries | 0 | 0 |
Other | 4,005 | 2,822 |
Total deferred tax assets | 75,132 | 50,221 |
Deferred tax liabilities: | ||
Intangible assets and goodwill | 44,057 | 45,951 |
ROU asset | 18,264 | 11,295 |
Fixed assets | 20,977 | 15,617 |
Deferred state income tax | 17 | 0 |
Other | 1,591 | 188 |
Total deferred liabilities | 84,906 | 73,051 |
Net deferred tax liabilities before valuation allowance | (9,774) | (22,830) |
Valuation allowance | (8,457) | (815) |
Net deferred tax liabilities | $ (18,231) | $ (23,645) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 3,027 | $ 0 |
Additions for tax positions of current year | 0 | 191 |
Additions for tax positions of prior years | 503 | 3,741 |
Reductions for tax positions of prior year | 0 | (238) |
Lapse of statute of limitations | (796) | (667) |
Balance at end of year | $ 2,734 | $ 3,027 |
Segment Information - Reportabl
Segment Information - Reportable Segment Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) branch segment | Dec. 31, 2022 USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 3 | |
Number of branches | branch | 14 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 1,570,402 | $ 1,151,422 |
Total operating income (loss) | 42,991 | 41,786 |
Long-lived assets | 874,413 | 720,067 |
Capital expenditures | 15,337 | 8,307 |
Depreciation and amortization | 63,588 | 45,186 |
All Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 55,890 | 48,955 |
Total operating income (loss) | (42) | 2,584 |
Long-lived assets | 42,132 | 40,696 |
Capital expenditures | 703 | 511 |
Depreciation and amortization | 2,068 | 1,937 |
Intersegment Eliminations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | (1,700) | 0 |
Lawson | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 468,379 | 324,783 |
Lawson | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 468,711 | 324,783 |
Total operating income (loss) | 32,498 | 6,536 |
Long-lived assets | 312,136 | 324,732 |
Capital expenditures | 6,626 | 3,737 |
Depreciation and amortization | 19,532 | 10,594 |
Lawson | Intersegment Eliminations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 332 | |
TestEquity | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 641,643 | 392,358 |
TestEquity | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 641,768 | 392,358 |
Total operating income (loss) | (16,465) | 11,375 |
Long-lived assets | 378,348 | 201,919 |
Capital expenditures | 2,955 | 250 |
Depreciation and amortization | 26,002 | 17,480 |
TestEquity | Intersegment Eliminations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 125 | |
Gexpro Services | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 404,490 | 385,326 |
Gexpro Services | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 405,733 | 385,326 |
Total operating income (loss) | 27,000 | 21,291 |
Long-lived assets | 141,797 | 152,720 |
Capital expenditures | 5,053 | 3,809 |
Depreciation and amortization | 15,986 | $ 15,175 |
Gexpro Services | Intersegment Eliminations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 1,243 |
Segment Information - Reporta_2
Segment Information - Reportable Segments by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 874,413 | $ 720,067 |
Operating Segments | United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 765,160 | 580,870 |
Operating Segments | Canada | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 72,054 | 70,561 |
Operating Segments | Europe | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 32,997 | 67,957 |
Operating Segments | Latin America | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 3,785 | 679 |
Operating Segments | Lawson | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 312,136 | 324,732 |
Operating Segments | TestEquity | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 378,348 | 201,919 |
Operating Segments | Gexpro Services | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 141,797 | 152,720 |
All Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 42,132 | 40,696 |
All Other | Pacific Rim | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 417 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | |||
Mar. 16, 2022 lawsuit | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 28, 2022 stockholder | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Accrued environmental matter costs | $ 0.1 | |||
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |||
401k Employer matching contributions | $ 7.2 | $ 5.5 | ||
Merger Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of purported stockholders | stockholder | 3 | |||
Merger Litigation | Robert Garfield v. Lawson Products, Inc., Case No. 2022-0252 | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits filed | lawsuit | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
May 30, 2023 | Apr. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Mar. 20, 2023 | Dec. 31, 2022 | Jun. 01, 2023 | May 09, 2023 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||||
Selling, general and administrative expenses | $ 508,884 | $ 349,112 | |||||||
Settlement of related party obligations | 0 | 5,276 | |||||||
Rights Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued (in shares) | 4,444,444 | ||||||||
Common stock, value, subscription price (in dollars per share) | $ 22.50 | ||||||||
Lawson | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued in acquisition (in shares) | 18,240,334 | ||||||||
TestEquity and Gexpro Services Former Owners | Lawson | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued in acquisition (in shares) | 20,600,000 | ||||||||
Related Party | Related Party, Managed Services Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Selling, general and administrative expenses | $ 500 | ||||||||
Settlement of related party obligations | $ 5,300 | ||||||||
Related Party | Related Party, Consulting Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Selling, general and administrative expenses | $ 600 | $ 200 | |||||||
Related Party | Related Party, Mergers | TestEquity and Gexpro Services Former Owners | Lawson | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued in acquisition (in shares) | 20,600,000 | ||||||||
Shares owned by related party (in shares) | 32,600,000 | ||||||||
Related Party | Related Party, Mergers | TestEquity and Gexpro Services Former Owners | TestEquity and Gexpro | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued in acquisition (in shares) | 3,400,000 | ||||||||
Chief Executive Officer | LCKM and Mr King | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares owned by related party (in shares) | 36,400,000 | ||||||||
Stock issued (in shares) | 3,600,000 | ||||||||
Chief Executive Officer | LCKM and Mr King | DSG | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling ownership (as a percent) | 48% | 77.80% | 77.40% |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event $ in Millions | Jan. 22, 2024 USD ($) |
ESS | |
Subsequent Event [Line Items] | |
Revenues | $ 13 |
ESS | |
Subsequent Event [Line Items] | |
Purchase price | $ 9.9 |