Distribution Solutions Group, Inc.: Form 10-Q for the period ended Sep 30, 2024

The following discussion and analysis of DSG’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements, accompanying notes and other information included in DSG’s Annual Report on Form 10-K filed for the year ended December 31, 2023.

References to “DSG”, the “Company”, “we”, “our” or “us” refer to Distribution Solutions Group, Inc. and all entities consolidated in the accompanying unaudited condensed consolidated financial statements.

Overview

DSG is a multi-platform specialty distribution company providing high touch, value-added distribution solutions to the maintenance, repair and operations (“MRO”), the original equipment manufacturer (“OEM”) and the industrial technologies markets.

We manage and report our operating results through four reportable segments: Lawson, TestEquity, Gexpro Services and Canada Branch Division. In connection with the Source Atlantic Limited acquisition (as described below) during the third quarter of 2024, the Company realigned its reportable segments. Prior period segment results have been recast to reflect our new reportable segments. A summary of our reportable segments is presented below. For additional details about our segments and the segment realignment in the third quarter of 2024, see Note 1 – Nature of Operations and Basis of Presentation and Note 16 – Segment Information, within Item 1. Financial Statements.

Lawson is a distributor of specialty products and services to the industrial, commercial, institutional and governmental MRO marketplace. Lawson primarily distributes MRO products to its customers through a network of sales representatives and an inside sales channel throughout the United States and Canada.

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.

Canada Branch Division combines the operations of our Bolt Supply House (“Bolt”) and Source Atlantic Limited subsidiaries, which distribute industrial MRO supplies, safety products, fasteners, and related value-add services to the Canadian MRO market primarily through the sale of products to its walk-up customers through 38 branch locations.

In addition to these four reportable segments, we have 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.

Recent Events

Business Acquisitions

On August 14, 2024, DSG completed the acquisition of Source Atlantic Limited (“Source Atlantic” and the “Source Atlantic Transaction”). Source Atlantic, headquartered in Saint John, New Brunswick, Canada, is a wholesale distributor of industrial MRO supplies, safety products, fasteners, and related value-add services for the Canadian MRO market. Source Atlantic was acquired to expand DSG’s operating footprint in the Canadian market.

On May 1, 2024, DSG completed the acquisition of S&S Automotive Inc. (“S&S Automotive” and the “S&S Automotive Transaction”). S&S Automotive is a distributor of automotive, industrial, and safety supplies primarily to the automotive dealership market based near Chicago in Woodridge, Illinois. S&S Automotive was acquired to expand Lawson’s services and products to the automotive end market.

On January 19, 2024, DSG acquired 100% of the certain assets of Safety Supply Illinois LLC, conducting business as Emergent Safety Supply (“ESS” and the “ESS Transaction”). ESS is a national distributor of safety products based near Chicago in Batavia, Illinois. ESS was acquired to expand Lawson’s safety product category.

The results of operations of Source Atlantic have been included in the Canada Branch Division reportable segment subsequent to its acquisition date. The results of operations of S&S Automotive and ESS have been included in the Lawson reportable segment subsequent to their acquisition dates. Refer to Note 3 – Business Acquisitions for additional information about these acquisitions.

Debt Amendment

On August 14, 2024, the Company entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”). The Third Amendment provided for an additional $200 million incremental term loan and a $55 million increase in the senior secured revolving credit facility to $255 million, and permits the Company to increase the commitments under the agreement from time to time by up to $300 million in the aggregate, subject to, among other things, receipt of additional commitments from existing and/or new lenders and pro forma compliance with certain financial covenants. Refer to Note 9 – Debt for additional information about DSG’s credit agreement.

Organic Growth Strategy

We intend to grow our businesses organically by exploring growth opportunities that provide different channels to reach customers, increase revenue and generate positive results. We plan to utilize our Company structure to grow organic revenue through collaborative selling across our diverse customer base and expanding the digital capabilities across our platform.

Acquisition Strategy

In addition to organic growth, we plan to actively pursue acquisition opportunities complementary to our businesses and that we believe will be financially accretive to our organization.

Sales Drivers

DSG believes that the Purchasing Managers Index (“PMI”) published by the Institute for Supply Management is an indicative measure of the relative strength of the economic environment of the industry in which it operates. The PMI is a composite index of economic activity in the U.S. manufacturing sector. A measure of the PMI index above 50 is generally viewed as indicating an expansion of the manufacturing sector while a measure below 50 is generally viewed as representing a contraction. The average monthly PMI was 48.3 in the nine months ended September 30, 2024 compared to 47.2 in the nine months ended September 30, 2023.

Lawson Sales Drivers

The North American MRO market is highly fragmented. Lawson competes for business with several national distributors as well as a large number of regional and local distributors. The MRO business is impacted by the overall strength of the manufacturing sector of the U.S. economy.

Lawson’s revenue is also influenced by the number of sales representatives and their productivity. Lawson plans to continue concentrating its efforts on increasing the productivity and size of its sales team. Additionally, Lawson drives revenue through the expansion of products sold to existing customers as well as attracting new customers and additional ship-to locations. Lawson also utilizes an inside sales team to help drive field sales representative productivity and also utilizes an e-commerce site to generate sales.

TestEquity Sales Drivers

Across the test and measurement, industrial and electronic production supplies businesses, the North American market is highly fragmented with competitors ranging from large global distributors to national and regional distributors.

Through the Hisco Transaction, TestEquity expanded its product offerings, including adhesives, chemicals and tapes as well as specialty materials such as electrostatic discharge, thermal management materials and static shielding bags. Hisco operates in 36 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 also offers vendor-managed inventory and Radio Frequency Identification (“RFID”) programs with specialized warehousing for chemical management, logistics services and cold storage.

Gexpro Services Sales Drivers

The global supply chain solutions market is highly fragmented across Gexpro Services’ key vertical segments. Gexpro Services’ competitors range from large global distributors and manufacturers to small regional domestic distributors and manufacturers. Gexpro Services’ revenue is influenced by our OEMs’ production schedules, new product introduction launches, and service project needs.

Gexpro Services’ strategy is to increase revenue through increasing wallet share with existing customers, customer-led geographic expansion, new customer development in its six key vertical markets and leveraging its portfolio of recent acquisitions to expand its installation and aftermarket services.

Canada Branch Division Sales Drivers

Canada Branch Division combines the operations of our Bolt and Source Atlantic Limited subsidiaries, which distribute industrial MRO supplies, safety products, fasteners, and related value-add services to the Canadian MRO market primarily through the sale of products to its walk-up customers through 38 branch locations. Source Atlantic was acquired to expand DSG’s operating footprint in the Canadian market.

Supply Chain Disruptions

We continue to be affected by rising supplier costs caused by inflation and increased transportation and labor costs. We have instituted various price increases during 2023 and 2024 where possible in response to rising supplier costs, as well as increased transportation and labor costs in order to manage our gross profit margins.

Cyber Incident Litigation

On February 10, 2022, DSG disclosed that Lawson Products’ computer network was the subject of a cyber incident potentially involving unauthorized access to certain confidential information (the “Cyber Incident”). DSG engaged a cybersecurity forensics firm to assist in the investigation of the incident and to assist in securing its computer network.

Because of the nature of the information that may have been compromised, DSG was required to notify the parties whose information was potentially compromised of the incident as well as various governmental agencies and has taken other actions, such as offering credit monitoring services. On April 4, 2023, a putative class action lawsuit was filed against DSG related to the Cyber Incident (the “Cyber Incident Suit”). For more information about the Cyber Incident Suit, refer to Note 14 – Commitments and Contingencies within Item 1. Financial Statements. At September 30, 2024, DSG had not incurred material costs as a result of the Cyber Incident.

Critical Accounting Policies and Use of Estimates

The unaudited condensed consolidated financial statements were prepared in accordance with GAAP. A discussion of our critical accounting policies and estimates is contained within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in DSG’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to our previously disclosed critical accounting policies and use of estimates. The following provides information on the accounts requiring more significant estimates.

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. 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.

Goodwill Impairment - 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.

Business Combinations - We allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions based on their estimated fair values at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments in determining the fair value, as of the acquisition date, of the following:

• intangible assets, including the valuation methodology (the relief of royalty method for trade names and multi-period excess earnings method for customer relationships), estimations of future cash flows, discount rates, royalty rates, recurring revenue attributed to customer relationships, and our assumed market segment share, as well as the estimated useful life of intangible assets;
• deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances;
• inventory;
• property, plant and equipment;
• pre-existing liabilities or legal claims;
• contingent consideration, including estimating the likelihood and timing of achieving the relevant thresholds; and
• goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

Our assumptions and estimates are based upon comparable market data and information obtained from our management and the management of the acquired companies. We allocate goodwill to the reporting units of the business that are expected to benefit from the business combination.

Non-GAAP Financial Measures

The Company’s management believes that certain non-GAAP financial measures may provide users of this financial information with additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain infrequently occurring, seasonal or non-operational items that impact the overall comparability. These non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.

Non-GAAP Adjusted EBITDA

Management believes Adjusted EBITDA is an important measure of the Company’s operating performance and may provide investors with additional meaningful comparisons between current results and results in prior operating periods because Adjusted EBITDA excludes certain non-operational or non-cash items whose fluctuations from period to period do not necessarily correspond to changes in the operating performance of our business and consequently may impact the overall comparability from period to period. We define Adjusted EBITDA as operating income plus depreciation and amortization, stock-based compensation, severance and acquisition related retention costs, costs related to the execution and integration of acquisitions and other non-recurring items. Management uses operating income and Adjusted EBITDA to evaluate the performance of its reportable segments.

The following tables provide a reconciliation of Net income (loss) to Adjusted EBITDA on a consolidated basis and Operating income (loss) to Adjusted EBITDA by segment for the three and nine months ended September 30, 2024 and 2023. A reconciliation of Net income (loss) to Adjusted EBITDA by segment is not provided because management does not determine or review net income at the segment level and does not allocate non-operating costs and expenses to its segments, such as income taxes, interest expense, and various other non-operating income and expense. See Note 16 – Segment Information within Item 1. Financial Statements for additional information about our reportable segments.

Reconciliation of Net Income (Loss) to Non-GAAP Adjusted EBITDA (Unaudited)

(in thousands)

(in thousands)

34

(in thousands)

(in thousands)

(1) Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company’s stock price.

(2) Includes severance expense from actions taken in 2024 and 2023 not related to a formal restructuring plan and acquisition related retention expenses for the Hisco Transaction and the S&S Automotive Transaction.

(3) Transaction and integration costs related to acquisitions.

(4) Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed by Lawson and TestEquity.

(5) Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.

Intersegment Transactions

Segment revenue and Operating income (loss) by reportable segment includes sales to external customers and sales transactions between our segments, referred to as intersegment revenue, and the impact of those intersegment revenue transactions on operating activities. Reconciliations of segment revenue and Operating income (loss) to our consolidated results of operations in the unaudited condensed consolidated financial statements are provided in Note 16 – Segment Information within Item 1. Financial Statements.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Consolidated Results of Operations

(Dollars in thousands)

Overview of Consolidated Results of Operations

Our consolidated revenue increased $29.1 million in the third quarter of 2024 compared to the third quarter of 2023 primarily driven by $38.1 million from acquisitions completed in 2024 offset by a decline in organic revenue of $9.0 million or 2.1%. Consolidated gross profit and Selling, general and administrative expenses also increased over the prior year primarily driven by the inclusion of the ESS, S&S Automotive and Source Atlantic acquisitions completed in 2024.

Refer to Results by Reportable Segment below for a complete discussion of our results of operations.

Results by Reportable Segment

Lawson Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue and Gross Profit

Revenue increased $3.5 million, or 3.0%, to $118.0 million in the third quarter of 2024 compared to $114.5 million in the third quarter of 2023. The increase was primarily driven by $13.4 million of revenue generated from the acquisitions completed in 2024 and strengthening sales to the automotive end market of $0.5 million partially offset by a decline in sales to Lawson’s core, governmental and strategic customers of $10.4 million with fewer sales representatives.

Gross profit was relatively flat at $65.3 million in the third quarter of 2024 compared to gross profit of $66.1 million in the prior year quarter. Lawson gross profit as a percent of revenue was 55.4% in the third quarter of 2024 compared to 57.7% in the prior year quarter. The gross profit margin percentage decrease was primarily the result of the amortization of the fair value step-up of inventory of $0.4 million related to the S&S Automotive Transaction, a sales mix shift toward larger customers and a lower gross profit margin profile on revenue generated by the 2024 acquisitions compared to its organic profile.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of compensation and support for Lawson sales representatives and expenses to operate Lawson’s distribution network and overhead expenses.

Selling, general and administrative expenses increased $9.2 million to $64.6 million in the third quarter of 2024 compared to $55.4 million in the prior year quarter. Approximately $2.5 million of the increased expenses was driven by the acquisitions completed in 2024 and higher depreciation and amortization, severance expense, stock-based compensation expense and merger and acquisition expenses of $2.5 million, $2.2 million, $1.2 million and $2.0 million, respectively. These costs were partially offset by a decrease in variable compensation as a result of lower sales.

During the three months ended September 30, 2024, Lawson generated Adjusted EBITDA of $15.5 million, a decrease of $1.2 million from the same period a year ago primarily driven by lower organic revenue and gross profit margin partially offset by contributions of approximately $2.6 million generated by the acquisitions completed in 2024.

TestEquity Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue decreased $12.4 million, or 6.0%, to $195.2 million in the third quarter of 2024 compared to $207.7 million in the third quarter of 2023. The decrease was primarily due to a slowdown in the electronics assembly market causing softening in the electronic production supplies end markets.

Gross profit increased $1.2 million to $44.3 million in the third quarter of 2024 compared to gross profit of $43.1 million in the prior year quarter. The third quarter of 2023 included expense of $2.2 million for the amortization of the fair value step-up of inventory related to the acquisition completed in 2023. TestEquity gross profit as a percent of revenue increased to 22.7% in the third quarter of 2024 compared to 20.7% in the prior year quarter primarily due to a shift in sales mix and better performance across web channels.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of compensation and support for TestEquity’s sales representatives and expenses to operate TestEquity’s distribution network and overhead expenses.

Selling, general and administrative expenses decreased $8.1 million to $40.0 million in the third quarter of 2024 compared to $48.1 million in the prior year quarter. The decrease was primarily driven by lower severance and acquisition related retention expenses of $9.1 million and lower variable compensation of $1.4 million as a result of lower sales partially offset by higher merger and acquisition expenses of $2.4 million.

During the three months ended September 30, 2024, TestEquity generated Adjusted EBITDA of $14.4 million, an increase of $0.1 million from the same period a year ago primarily due to managing its cost structure on lower revenue.

Gexpro Services Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue increased $12.9 million, or 12.5%, to $116.1 million in the third quarter of 2024 compared to $103.2 million in the third quarter of 2023. The increase in revenue was primarily driven by increased sales in the renewable energy vertical market of $7.2 million and strengthening sales within the technology vertical market of $3.1 million.

Gross profit increased $6.4 million to $36.6 million in the third quarter of 2024 compared to gross profit of $30.2 million in the prior year quarter. Gexpro Services gross profit as a percent of revenue was 31.6% in the third quarter of 2024 compared to 29.3% in the prior year quarter primarily driven by the impact of margin synergies within the renewable energy vertical market, enhanced strategic sourcing, supply chain improvements and end market sales mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of sales and marketing expenses primarily relating to compensation, costs associated with supporting Gexpro Services’ service facilities, overhead expenses within finance, legal, human resources and information technology, and other costs required to operate Gexpro Services’ business.

Selling, general, and administrative expenses increased $2.2 million to $25.1 million in the third quarter of 2024 compared to $22.9 million in the prior year quarter. The increase was primarily driven by non-recurring legal costs, higher merger and acquisition expenses of $0.4 million and consulting costs of $0.5 million.

During the three months ended September 30, 2024, Gexpro Services generated Adjusted EBITDA of $16.4 million, an increase of $4.8 million from the same period a year ago primarily driven by higher organic revenue, gross profit margin management and leveraging its Selling, general, and administrative expenses.

Canada Branch Division Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue increased $25.5 million, or 188.7%, to $39.1 million in the third quarter of 2024 compared to $13.5 million in the third quarter of 2023. The increase was primarily driven by $24.7 million of additional revenue generated by the acquisition of Source Atlantic and an increase in organic revenue of $0.8 million.

Gross profit increased $6.7 million to $12.6 million in the third quarter of 2024 compared to gross profit of $5.9 million in the prior year quarter primarily as a result of additional gross profit of $6.4 million generated by the acquisition of Source Atlantic. Gross profit as a percent of revenue decreased to 32.1% in the third quarter of 2024 compared to 43.6% in the prior year quarter primarily due to the lower gross profit margin profile of Source Atlantic as compared to Bolt.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for Canada Branch Division consist of compensation, expenses to operate its distribution network and branch locations and overhead expenses.

Selling, general and administrative expenses increased $5.6 million to $10.0 million in the third quarter of 2024 compared to $4.4 million in the prior year quarter. Approximately $5.4 million of the increased expenses was driven by the acquisition of Source Atlantic.

Adjusted EBITDA

During the three months ended September 30, 2024, Canada Branch Division generated Adjusted EBITDA of $4.0 million, an increase of $2.0 million from the same period a year ago of which approximately $1.9 million was generated from Source Atlantic.

Consolidated Non-operating Income and Expense

(Dollars in thousands)

N/M Not meaningful

Interest Expense

Interest expense increased $2.3 million in the third quarter of 2024 compared to the prior year quarter primarily due to higher outstanding borrowings related to the purchase of S&S Automotive and Source Atlantic.

Change in Fair Value of Earnout Liabilities

The $0.9 million expense in the third quarter of 2024 related to the change in fair value of the earnout liabilities associated with the Frontier acquisition. The $0.7 million benefit in the prior year related to the change in fair value of the earnout liabilities associated with the Frontier acquisition and the Hisco Transaction.

Other Income (Expense), Net

Other income (expense), net consists of effects of changes in foreign currency exchange rates, interest income, net and other non-operating income and expenditures. The $1.1 million change in the third quarter of 2024 compared to the same period of 2023 was primarily due to favorable changes in foreign currency exchange rates.

Income Tax Expense (Benefit)

Income tax benefit was $19.0 million, a (652.3)% effective tax rate for the three months ended September 30, 2024 compared to income tax expense of $1.0 million and a (171.3)% effective tax rate for the three months ended September 30, 2023. The change in the year-over-year effective tax rate was primarily due to a change in valuation allowances related to interest expense limitation on deferred tax assets, foreign income and other permanent items. The income tax benefit recorded in the third quarter of 2024 is based on the estimated year-end effective tax rate. Limitations on the deductibility of interest expense and other permanent items on a nominal pre-tax income amount is driving the high effective tax rate.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Consolidated Results of Operations

(Dollars in thousands)

Overview of Consolidated Results of Operations

Our consolidated revenue increased $158.5 million in the first nine months of 2024 compared to the first nine months of 2023 primarily driven by an increase of $211.7 million from acquisitions completed in 2023 and 2024 partially offset by a decline in organic revenue. Consolidated Gross profit and Selling, general and administrative expenses also increased over the prior year primarily driven by the inclusion of the Hisco, ESS, S&S and Source Atlantic acquisitions completed in 2023 and 2024.

Refer to Results by Reportable Segment below for a complete discussion of our results of operations.

Results by Reportable Segment

Lawson Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue and Gross Profit

Revenue decreased $1.6 million, or 0.5%, to $357.3 million in the first nine months of 2024 compared to revenue of $358.9 million in the same period of 2023. The decrease was primarily driven by a decline in sales to Lawson’s core, governmental and strategic customers of $30.5 million with fewer sales representatives partially offset by $25.8 million of revenue generated from the acquisitions completed in 2024 and strengthening sales within the automotive end market of $3.1 million.

Gross profit decreased $6.6 million to $196.8 million in the first nine months of 2024 compared to gross profit of $203.4 million in the same period of 2023 primarily due to a shift in sales toward lower margin profile customers and the amortization of the fair value step-up of inventory of $1.1 million related to the S&S Automotive Transaction. Lawson gross profit as a percent of revenue was 55.1% in the first nine months of 2024 compared to 56.7% in the prior year period. The gross profit margin percentage decrease was primarily the result of the amortization of the fair value step-up of inventory of $1.1 million related to the S&S Automotive Transaction, a shift in sales toward larger lower margin profile customers and a lower margin profile from the 2024 acquisitions than its organic margin profile.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of compensation and support for Lawson sales representatives as well as expenses to operate Lawson’s distribution network and overhead expenses.

Selling, general and administrative expenses increased $9.8 million to $185.8 million in the first nine months of 2024 compared to $176.0 million in the same period of 2023. Approximately $6.8 million of the increased expenses was driven by the acquisitions completed in 2024 and higher severance and merger and acquisition expenses of $4.2 million and $4.0 million, respectively. These costs were partially offset by a decrease in stock-based compensation expense of $1.9 million and a decrease in variable compensation as a result of lower sales.

During the nine months ended September 30, 2024, Lawson generated Adjusted EBITDA of $45.4 million, a decrease of $5.8 million from the same period a year ago primarily driven by lower organic revenue and gross profit margin partially offset by contributions of approximately $4.0 million generated by the acquisitions completed in 2024.

TestEquity Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue increased $128.8 million, or 28.6%, to $579.9 million in the first nine months of 2024 compared to $451.1 million in the same period in 2023. The increase was primarily driven by an additional $161.2 million of revenue generated from the Hisco acquisition completed in 2023 partially offset by a $32.4 million decline in legacy TestEquity revenue due to a slowdown in the electronics assembly market causing softening in the electronic production supplies end markets.

Gross profit increased $32.6 million to $132.3 million in the first nine months of 2024 compared to $99.7 million in the same period of 2023 primarily as a result of the inclusion of the acquisition completed in 2023, which generated $40.5 million of additional gross profit during the first nine months of 2024, partially offset by a decrease in gross profit on the decline in legacy TestEquity revenue. TestEquity gross profit as a percent of revenue increased to 22.8% in the first nine months of 2024 compared to 22.1% in the prior year. The first nine months of 2023 included expense of $2.9 million for the amortization of the fair value step-up of inventory related to the acquisition completed in 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of compensation and support for TestEquity’s sales representatives and expenses to operate TestEquity’s distribution network and overhead expenses.

Selling, general and administrative expenses increased $25.5 million to $133.3 million in the first nine months of 2024 compared to $107.8 million in the same period of 2023. Approximately $28.5 million of the increased expenses was driven by the acquisition completed in 2023 of which $3.8 million was related to the Hisco employee retention bonuses. These costs were partially offset by lower merger and acquisition expenses of $3.7 million in the first nine months of 2024 compared to the same period a year ago.

During the nine months ended September 30, 2024, TestEquity generated Adjusted EBITDA of $41.4 million, an increase of $10.0 million, or 31.8% from the same period a year ago with approximately $16.6 million driven by the acquisition completed in 2023, offset by a reduction of $6.6 million in legacy TestEquity primarily on lower organic revenue.

Gexpro Services Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue increased $9.4 million, or 3.0%, to $321.9 million in the first nine months of 2024 compared to $312.5 million in the same period of 2023. The increase was primarily driven by increased sales in the renewable energy vertical market of $5.1 million, aerospace and defense vertical market of $3.3 million and strengthening sales within the technology vertical market of $1.7 million partially offset by softness within the consumer and industrial vertical market.

Gross profit increased $7.5 million to $100.6 million in the first nine months of 2024 compared to $93.1 million in the same period of 2023. Gexpro Services’ gross profit as a percent of revenue was 31.2% in the first nine months of 2024 compared to 29.8% in the prior year period driven by strategic sourcing initiatives, supply chain improvements and end market sales mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of sales and marketing expenses primarily relating to compensation, costs associated with supporting Gexpro Services’ service facilities, overhead expenses within finance, legal, human resources and information technology, and other costs required to operate Gexpro Services’ business.

Selling, general, and administrative expenses increased $5.9 million to $75.5 million in the first nine months of 2024 compared to $69.6 million in the same period of 2023. The increase was primarily driven by additional consulting costs of $2.1 million to support non-recurring strategic projects, non-recurring legal fees of $0.9 million and investments to support future growth and additional compensation.

During the nine months ended September 30, 2024, Gexpro Services generated Adjusted EBITDA of $39.9 million, an increase of $3.6 million, or 9.8% from the same period a year ago primarily driven by higher organic revenue and managing gross profit margins partially offset by an increase in Selling, general, and administrative expenses.

Canada Branch Division Segment

(Dollars in thousands)

(1) Refer to the Non-GAAP Adjusted EBITDA section in Overview for a reconciliation of Adjusted EBITDA to operating income.

Revenue increased $23.4 million, or 54.9%, to $66.1 million in the first nine months of 2024 compared to $42.7 million the same period of 2023. The increase was primarily driven by $24.7 million of additional revenue generated by the acquisition of Source Atlantic partially offset by a decline in organic revenue of $1.3 million.

Gross profit increased $6.1 million to $24.1 million in the first nine months of 2024 compared to gross profit of $18.1 million in the same period of 2023 primarily as a result of additional gross profit of $6.4 million generated by the acquisition of Source Atlantic. Gross profit as a percent of revenue decreased to 36.5% in the first nine months of 2024 compared to 42.3% in the prior year primarily due to the lower gross profit margin profile of Source Atlantic as compared to Bolt.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for Canada Branch Division consist of compensation, expenses to operate its distribution network and branch locations and overhead expenses.

Selling, general and administrative expenses increased $5.8 million to $19.3 million in the first nine months of 2024 compared to $13.5 million in the prior year quarter. Approximately $5.4 million of the increased expenses was driven by the acquisition of Source Atlantic.

During the first nine months of 2024, Canada Branch Division generated Adjusted EBITDA of $7.4 million, an increase of $1.3 million from the same period a year ago with an increase of approximately $1.9 million driven by the acquisition of Source Atlantic.

Consolidated Non-operating Income and Expense

(Dollars in thousands)

46

Interest Expense

Interest expense increased $9.7 million in the first nine months of 2024 compared to the same period of 2023 primarily due to an increase in interest rates and higher outstanding borrowings related to the purchases of Hisco, S&S Automotive and Source Atlantic.

Change in Fair Value of Earnout Liabilities

The $0.9 million expense in the first nine months of 2024 and the $0.6 million benefit in the first nine months of 2023 related to the change in fair value of the earnout liabilities associated with the Frontier acquisition.

Other Income (Expense), Net

Other income (expense), net consists of effects of changes in foreign currency exchange rates, interest income, net and other non-operating income and expenditures. The $3.0 million change in the first nine months of 2024 compared to the same period of 2023 was partly due to favorable increases in interest income and favorable changes in foreign currency exchange rates.

Income Tax Expense (Benefit)

Income tax benefit was $23.3 million, a 498.1% effective tax rate for the first nine months of 2024 compared to an income tax expense of $3.6 million and a 33.1% effective tax rate for the first nine months of 2023. The change in the year-over-year effective tax rate was primarily due to a change in valuation allowances related to interest expense limitation deferred tax assets. The income tax benefit recorded in the third quarter of 2024 is based on the estimated year-end effective tax rate. Limitations on the deductibility of interest expense and other permanent items on a nominal pre-tax income amount is driving the high effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $61.3 million on September 30, 2024 compared to $83.9 million on December 31, 2023.

The Company believes its current balances of cash and cash equivalents, availability under its Amended Credit Agreement and cash flows from operations will be sufficient to meet its liquidity needs for the next twelve months. On August 14, 2024, the Company borrowed $200 million under the incremental term loan of the Amended Credit Agreement. The Company used a portion of these proceeds to fund the Source Atlantic Transaction. As of September 30, 2024, the Company had $61.3 million of cash and cash equivalents and $252.2 million of borrowing availability remaining, net of outstanding letters of credit, under the Amended Credit Agreement.

Our primary short-term and long-term liquidity and capital resource needs are to finance operating expenses, working capital, capital expenditures, potential business acquisitions, strategic initiatives and general corporate purposes. Our current debt obligations under the Amended Credit Agreement mature in April 2027. Required principal payments on the Amended Credit Agreement for the next twelve months are $40.3 million. Refer to Note 9 – Debt within Item 1. Financial Statements for additional information related to our debt obligations. Access to debt capital markets has historically provided the Company with sources of liquidity, beyond normal operating cash flows. We do not anticipate having difficulty in obtaining financing from those markets in the future, however, we cannot provide assurance that unforeseen events or events beyond our control (such as a potential tightening of debt capital markets) will not have a material adverse impact on our liquidity.

Sources and Uses of Cash

The following table presents a summary of our cash flows:

(in thousands)

47

Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2024 was $10.7 million primarily due to net income including non-cash items partially offset by payments of $34.6 million related to the Hisco retention bonuses and investments in trade working capital and other net cash flow items.

Net cash provided by operating activities for the nine months ended September 30, 2023 was $74.1 million, primarily due to net income including non-cash items, partially offset by investments in trade working capital to support higher sales and other net cash flow items.

Cash Provided by (Used in) Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2024 was $205.4 million, primarily due to the purchase of ESS, S&S Automotive and Source Atlantic, as well as purchases of property, plant and equipment and rental equipment which was partially offset by the sale of rental equipment.

Net cash used in investing activities for the nine months ended September 30, 2023 was $266.7 million, primarily due to the Hisco Transaction as well as purchases of property, plant and equipment and rental equipment which was partially offset by the sale of rental equipment.

Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $171.9 million primarily due to borrowings under the Company’s credit facility partially offset by principal payments on the term loans. In conjunction with the Source Atlantic Transaction, the Company borrowed $200 million under the incremental term loan facility on August 14, 2024. During the first nine months of 2024, deferred financing costs of $2.1 million were incurred related to the Amended Credit Agreement.

Net cash provided by financing activities for the nine months ended September 30, 2023 was $269.3 million due to borrowings under the Company’s credit facility and proceeds from the Rights Offering, partially offset by the repayment of previous indebtedness and principal payments on the term loans. In conjunction with the Hisco Transaction, the Company borrowed $305.0 million under the incremental term loan facility on June 8, 2023 and raised approximately $100 million through the Rights Offering which closed during the second quarter of 2023. During the first nine months of 2023, deferred financing costs of $3.4 million were incurred related to the First Amendment dated June 8, 2023 and offering costs of $1.5 million were incurred related to the Rights Offering.

Financing and Capital Requirements

Credit Facility

On August 14, 2024, in connection with the Source Atlantic Transaction, DSG entered into the Third Amendment, which provided for an additional $200 million incremental term loan and a $55 million increase in the senior secured revolving credit facility, and permits the Company to increase the commitments under the credit facility from time to time by up to $300 million in the aggregate, subject to, among other things, receipt of additional commitments from existing and/or new lenders and pro forma compliance with certain financial covenants.

As amended, the Amended Credit Agreement includes a $255 million senior secured revolving credit facility, a $250 million senior secured initial term loan facility, $505 million of incremental term loans, and a $50 million senior secured delayed draw term loan facility. Refer to Note 9 – Debt within Item 1. Financial Statements for a description of the Amended Credit Agreement.

On September 30, 2024, we had $752.3 million in outstanding borrowings under the Amended Credit Agreement and $252.2 million of borrowing availability remaining, net of outstanding letters of credit, under the senior secured revolving credit facility component.

As of September 30, 2024, we were in compliance with all financial covenants under our Amended Credit Agreement. While we were in compliance with our financial covenants as of September 30, 2024, failure to meet the covenant requirements of the Amended Credit Agreement in future quarters could lead to higher financing costs and increased restrictions, reduce or eliminate our ability to borrow funds, or accelerate the payment of our indebtedness and could have a material adverse effect on our business, financial condition and results of operations.

Purchase Commitments

As of September 30, 2024, we had contractual commitments to purchase approximately $178.8 million of products from our suppliers and contractors over the next twelve months.

Capital Expenditures

During the nine months ended September 30, 2024, total capital expenditures for property, plant and equipment and rental equipment were $14.8 million excluding proceeds from the sale of rental equipment. The Company expects to spend approximately $4.0 million to $6.0 million for capital expenditures during the remainder of 2024 to support ongoing operations.

Stock Repurchase Program

The Company’s Board of Directors previously authorized a stock repurchase program that permits the Company to repurchase its common stock. The timing and the amount of any repurchases will be determined by management under parameters established by the Board of Directors and depend on various factors including an evaluation of our stock price, corporate and regulatory requirements, capital availability and other market conditions.

During the first nine months of 2024, the Company repurchased 85,644 shares of DSG common stock under the repurchase program at an average cost of $30.13 per share for a total cost of $2.6 million. No shares were repurchased during the first nine months of 2023. The remaining availability for stock repurchases under the program was $26.4 million as of September 30, 2024. See Note 11 – Stockholders’ Equity within Item 1. Financial Statements for further information.

Retention Bonuses

Under the Purchase Agreement, DSG became obligated to 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. Pursuant to the Purchase Agreement, the Company paid $1.8 million of the retention bonuses in 2023 and $34.6 million of the retention bonuses in the first nine months of 2024, with the remaining balance of $1.1 million to be paid in 2025.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relate primarily to our floating rate long-term debt obligations. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. These risks are highly sensitive to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control.

The loans under the 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 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 Amended Credit Agreement or (ii) the Adjusted Term SOFR Rate or the CORRA Rate (each as defined in the 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 Amended Credit Agreement. Refer to Note 9 – Debt within Item 1. Financial Statements for information about the Amended Credit Agreement.

As of September 30, 2024, 100% of our debt was floating rate debt. A hypothetical increase/decrease in interest rates of 100 basis points would increase/decrease our annual interest expense by approximately $7.5 million. We have not entered into, and currently do not intend to enter into, interest rate swaps or other derivative financial instruments to mitigate the impact of fluctuations in interest rates.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective as of the Evaluation Date.

Changes in Internal Control over Financial Reporting

Given the timing of the Source Atlantic Transaction and the S&S Automotive Transaction and the complexity of systems and business processes, we intend to exclude Source Atlantic and S&S Automotive from our assessment and report on internal control over financial reporting for the year ending December 31, 2024. Other than the Source Atlantic Transaction and S&S Automotive Transaction, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEMS 3 and 4 of Part II are not applicable and have been omitted from this report.

There have been no material changes from the risk factors disclosed in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2023.