Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated June 13, 2022, with respect to the consolidated financial statements of TestEquity Acquisition, LLC in the Current Report on Form 8-K/A of Distribution Solutions Group, Inc., dated June 15, 2022. We consent to the incorporation by reference of said report in the Registration Statements of Distribution Solutions Group, Inc. on Form S-3 File No. 333-231671 and on Forms S-8 File No. 333-199243 and File No. 333-231672.

Los Angeles, California

June 13, 2022

Exhibit 23.2

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-231671) and Form S-8 (No. 333-199243 and 333-231672) of Distribution Solutions Group, Inc. of our report dated May 13, 2022, relating to the consolidated financial statements of 301 HW Opus Holdings, Inc. and its subsidiaries, included in this Current Report on Form 8-K/A.

RSM US LLP

Dallas, Texas

June 15, 2022

Exhibit 23.3

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-231671) and Form S-8 (No. 333-199243 and 333-231672) of Distribution Solutions Group, Inc. of our report dated June 9, 2022, relating to the combined abbreviated financial statement of Gexpro Services (Predecessor of 301 HW Opus Holdings, Inc.), included in this Current Report on Form 8-K/A.

RSM US LLP

Dallas, Texas

June 15, 2022

Exhibit 99.1

				Consolidated Financial Statements and Report of Independent Certified Public Accountants   TESTEQUITY ACQUISITION, LLC   As of and for the year ended December 31, 2021

Contents

TestEquity Acquisition, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

(In Thousands)

See accompanying notes to the consolidated financial statements.

3

TestEquity Acquisition, LLC

CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE LOSS

For the Year Ended December 31, 2021

(In Thousands)

See accompanying notes to the consolidated financial statements.

4

TestEquity Acquisition, LLC

CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

For the Year Ended December 31, 2021

(In Thousands)

See accompanying notes to the consolidated financial statements.

5

TestEquity Acquisition, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2021

(In Thousands)

See accompanying notes to the consolidated financial statements.

6

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Organization and Business Activities

TestEquity Acquisition, LLC (“TEA LLC”), collectively with its subsidiaries (the “Company”) is engaged in the sale and rental of new and used electronic test and measurement equipment, specialty tools, tool-kits, soldering supplies and chemicals. The Company sells and rents to customers in many major industries, including electronic manufacturing, telecommunications, education, automotive, medical, aerospace and defense.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of TestEquity Acquisition, LLC, a Delaware limited liability company, which is an intermediary holding company, and its subsidiaries TestEquity, LLC (“TE LLC”), a Delaware limited liability company, MCS Test Group Limited (TE UK”), a United Kingdom company, TestEquity de Mexico S. de R.L. de C.V., a Mexican limited liability company (“TE Mexico”) and TestEquity, Inc. (“TE Canada”), a Canadian Corporation. TE LLC, MCS Test Group, TE Mexico and TE Canada are operating entities engaged in the sale and rental of new and used electronic test and measurement equipment and specialty tools. All intercompany balances and transactions have been eliminated. TE Mexico is 99% and 1% owned by TE LLC and TEA LLC, respectively.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company generates revenue through the sale of new and used electronic test and measurement equipment, specialty tools, tool-kits, soldering supplies and chemicals. The Company generally invoices customers as goods are shipped. Fees are typically due and payable 30 days after date of shipment. Generally, customers gain control of the goods upon providing the product to the carrier, or when services are completed.

The Company determines revenue recognition through the following steps:

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TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Revenue Recognition – Continued

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Typically, the Company has a purchase order or master service agreement with the customer that specifies the goods and/or services to be provided.

The Company’s revenue contracts generally represent a single performance obligation to sell its products to trade customers. Net sales reflect the transaction prices for contracts reduced by variable consideration. The Company provides a rebate to select customers if pre-determined purchase thresholds are met. The rebate consideration is not in exchange for a distinct good or service. Variable consideration is estimated using the expected valued method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded. Sales returns are generally accepted by the Company, however, are not material to the Company’s operations. The Company’s contracts with trade customers do not have significant financing components or non-cash consideration. The Company records net sales excluding taxes collected on its sales to its trade customers.

The Company has elected to account for shipping and handling costs incurred to deliver products to customers as fulfillment activities, rather than a promised service. As such, fulfillment costs are included in cost of goods sold in the consolidated statement of operations and comprehensive loss. The Company provides an assurance type warranty which is not sold separately and does not represent a separate performance obligation.

For the majority of transactions, the Company recognizes revenue at the time of shipment, when control is passed to the customer. For consigned vendor managed inventory, revenue is recognized when inventory is removed from the Company’s stock location and controlled by the customer.

Rental revenues are recognized in the month they are due on the accrual basis of accounting. The Company provides an accrual for the unearned portion of rental payments received based upon the amount of rental revenue for the month with the unearned portion recorded as deferred revenue. Included in accounts payable and accrued expenses is $0.5 and $0.5 million of unearned rent revenue at December 31, 2021 and December 31, 2020 respectively.

8

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Disaggregation of Revenues

The following table represents a disaggregation of the Company’s total revenues separated by major category for the year ended December 31, 2021, and December 31,2020 (in thousands):

Contract balances

Accounts receivable represents the Company’s unconditional right to receive consideration from its customers. ASC 606 also requires an entity to present a contract liability in instances where the customer is entitled to a volume rebate based on purchases made during the period.

There were no impairment losses recognized on the Company’s accounts receivable during the fiscal year ended December 31, 2021, nor December 31, 2020. There were no significant changes in the contract assets or the contract liabilities for the fiscal year ended December 31, 2021, nor December 31,2020.

Assets recognized from the costs to obtain a contract with a customer

Typically, the Company incurs commission cost on product sales as the sale occurs. However, purchase orders are fulfilled in a short time frame and the Company’s contracts qualify for the practical expedient since contract acquisition costs would have been amortized in one year or less. Therefore, the Company elected to apply the practical expedient and immediately expense contract acquisition costs.

Cash

The Company considers all highly liquid financial instruments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash balances in qualified financial institutions, and at various times such amounts are in excess of federally insured limits.

9

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are stated at net realizable value. Receivables are considered past-due based upon the contractual terms. The Company maintains an allowance for doubtful accounts to reflect its estimate of uncollectible trade accounts receivable based upon past collection history and the identification of specific customer risks. The allowances for doubtful accounts represent allowances for customer trade accounts receivable that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable value. The Company records these allowances based on estimates related to the following factors: (i) customer-specific allowances and (ii) formula-based general allowances based upon an aging schedule.

Inventories

Inventories consist of new, used and manufactured electronic equipment and are stated at the lower of cost (first-in, first-out) or net realizable value.

Comprehensive Income

The Company’s comprehensive income includes foreign currency translation adjustments. Asset and liability accounts of international operations are translated into the Company’s functional currency, U.S. dollars, at current rates. Revenues and expenses are translated at the weighted-average currency rate for the fiscal year.

Rental Equipment and Property and Equipment

Rental equipment and property and equipment are typically carried at cost, except for assets acquired as part of a business combinations, which requires the acquisition method of accounting and accounts for the acquired assets at their estimated fair values at the acquisition date. Depreciation of rental pool equipment and property and equipment is provided by a straight-line method over three to seven years. Upon sale or retirement of such assets, the related cost and accumulated depreciation are eliminated from the accounts, and gains or losses are reflected in income. Repair and maintenance expenditures not anticipated to extend asset lives are expensed as incurred.

10

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Depreciation of rental pool equipment and property and equipment is provided for on a straight-line method over the remaining useful lives, which are generally as follows:

Long-Lived Assets

The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. As of and for the year ended December 31, 2021, and December 31, 2020, management concluded that no impairment of long-lived assets occurred.

Goodwill

The Company accounts for goodwill in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles, Goodwill and Other: ASC 350 requires that goodwill and other unamortizable intangible assets be tested for impairment at least annually or earlier if indicators of impairment exist.

In January 2017, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles — Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, goodwill impairment is measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss.

11

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

The Company conducted a quantitative analysis as of December 31, 2021 and December 31,2020 (the Company’s annual assessment date), noting there were no changes or impairments in the carrying amount of goodwill and noted no further impairment testing was required. The Company is a single reporting unit and performed the test as such, by comparing Company’s carrying value, including goodwill, to its fair value. The fair value was assessed using a discounted cash flow model. The realization of these forecasts is dependent on a number of variables and conditions, many of which are due to the uncertainties associated with COVID-19 and current global supply chain restraints; and as a result, actual results may materially differ from management’s estimates.

Intangible Assets

The Company accounts for intangible assets in accordance with ASC 350, Intangibles, Goodwill and Other: This guidance allows the Company to make judgments about the recoverability of intangible assets with finite lives whenever events or changes in circumstances indicate that impairment may exist. Recoverability of intangible assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. For the year ended December 31, 2021, and December 31,2020, management concluded that no impairment of assets occurred.

Debt Issuance Costs

The Company amortizes costs incurred in connection with obtaining financing over the terms of the related debt using the effective-interest-rate method. Debt issuance costs are recorded as a contra liability within the term loan, current portion line item on the consolidated balance sheets. All balances included in the term loan are classified as current portion due to the forbearance with the lender (See Note 9). Amortization of debt issuance costs, which is included in interest expense in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2021, amounted to approximately $0.7 million. December 31, 2020, amounted to approximately $0.7 million.

Advertising

The Company incurs advertising costs that primarily consist of the costs associated with digital and print advertising expense, trade show participation, customer seminars and joint marketing programs with company suppliers. Such amounts are expensed as incurred. Advertising expense for the year ended December 31, 2021, and December 31,2020, amounted to approximately $2.2 million and $1.4 million, respectively.

12

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Income Taxes

The Company accounted for income taxes under the asset and liability method. Accordingly, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred taxes to the amount expected to be realized.

The Company has adopted the provisions of ASC 740, Income Taxes, which addresses the accounting for uncertainty in income tax positions. The guidance requires that the impact of an income tax position be recognized in the consolidated financial statements if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. The Company’s policy is to include any interest and penalties associated with unrecognized tax benefits within the provision for income taxes.

Unit-Based Compensation

The Company accounts for unit-based compensation for equity-classified awards using the fair value method. The fair value of equity-classified awards granted is estimated at the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period. Unit-based compensation expense for the year ended December 31, 2021, and December 31, 2020 amounted to approximately $0.9 million and nil, respectively.

Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value

The fair values of the Company’s cash, accounts receivable, accounts payable, and all other current liabilities approximate their carrying values because of the short-term nature of these instruments. The fair value of the Company’s long-term debt, which approximates carrying value, was estimated using available market information and discounted cash flow analyses based on borrowing rates it believes it could obtain with similar terms and maturities and approximates the historical cost.

13

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Fair Value Measurements

Under the ASC 820, Fair Value Measurements and Disclosures, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). The Company did not have any Level 2 or Level 3 assets or liabilities during the year ended December 31, 2021, nor December 31, 2020.

Evaluation of Ability to Maintain Current Level of Operations - Going Concern

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with U.S. GAAP. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are available to be issued and will be able to realize the Company’s assets and discharge the Company’s liabilities and commitments in the normal course of business.

In connection with the preparation of the consolidated financial statements for the year ended December 31, 2021, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of these consolidated financial statements. Management assessed that there were no such conditions and events as a result of all debt being paid off on April 1, 2022. All term loans, notes payable, and revolving credit facilities have been satisfied.

As of December 31, 2021 the Company has entered into a Plan of Merger dated December 29, 2021 (the “TestEquity Merger Agreement”), by and among LKCM TE Investors, LLC (the “TestEquity Equityholder”), TestEquity Acquisition, LLC (“TestEquity”), Lawson and Tide Sub, LLC, a wholly-owned subsidiary of Lawson (“Merger Sub 1”), pursuant to the terms and subject to the conditions of which Merger Sub 1 will merge with and into TestEquity, with TestEquity surviving the merger as a wholly-owned subsidiary of Lawson (the “TestEquity Merger”).

As further discussed in Note 15 Subsequent Events, the merger was completed on April 1, 2022

14

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Recently Issued Accounting Standards

In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606), and Leases (Topic 842): Effective Dates for Certain Entities (ASU No. 2020-05), to defer the effective dates of certain major accounting standards for which implementation challenges were amplified by disruptions caused by the COVID-19 pandemic. Private companies now have a one-year deferral option to apply Topic 606 and Topic 842 to fiscal years beginning after December 15, 2021. Early adoption is still permitted. The Company adopted the provisions of Topic 606 as of January 1, 2020. The Company has adopted the one-year deferral provision contained within ASU 2020-05 and has elected to defer the adoption of Topic 842 as permitted.

Recently Issued Accounting Standards Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (Topic 740). ASU 2019-12 is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. The guidance is effective for annual periods beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. Management is currently evaluating the potential impact that adopting ASU 2019-12 will have on its consolidated financial statements and footnote disclosures.

NOTE 3 – ACQUISITION OF MCS TEST GROUP

On July 31, 2021, the Company acquired certain assets and assumed certain operating liabilities from MCS Test Group Ltd (MCS). MCS is a UK based company, engaged in the distribution of electronic test and measurement equipment, with complementary value-added capabilities. Transaction related costs have been expensed as a component of selling, general and administrative expenses during the year ended December 31, 2021.

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TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 3 – ACQUISITION OF MCS TEST GROUP – Continued

A summary of the acquired assets and assumed liabilities for the MCS is as follows:

As of the issuance of these consolidated financial statements, the Company’s management is still in the process of completing the purchase price allocation for this business combination and the estimated fair value of the acquired rental equipment and customer relationships is provisional pending the completion of the valuations for those assets. Adjustments to these balances may be necessary during the measurement period as permitted under ASC 805.

16

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 4 - INVENTORIES

Inventories consisted of the following as of December 31, 2021, and December 31, 2020 (in thousands):

NOTE 5 - RENTAL EQUIPMENT, NET

Rental equipment consisted of the following as of December 31, 2021, and December 31, 2020 (in thousands):

Depreciation expense included in cost of sales for rental equipment for the year ended December 31, 2021 and December 31,2020, amounted to $5.9 million and $6.7 million, respectively.

NOTE 6 - PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of December 31, 2021, and December 31, 2020 (in thousands):

17

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 6 - PROPERTY AND EQUIPMENT, NET – Continued

Depreciation and amortization expense for property and equipment for the year ended December 31, 2021, and December 31, 2020, amounted to $0.9 million and $0.6 million, respectively.

NOTE 7 - GOODWILL AND INTANGIBLES ASSETS

Amounts related to goodwill consisted of the following as of December 31, 2021, and December 31, 2020 (in thousands):

Amounts related to finite-lived intangible assets at December 31, 2021, and December 31, 2020 are as follows (in thousands):

Amortization expense related to finite -lived intangible assets for the year ended December 31, 2021, and December 31, 2020, amounted to $5.4 million and $5.6 million, respectively.

18

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 7 - GOODWILL AND INTANGIBLES ASSETS – Continued

Annual amortization expense related to finite-lived intangible assets for each of the five succeeding fiscal years and thereafter as of December 31, 2021 is as follows (in thousands):

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of December 31, 2021, and December 31, 2020 (in thousands):

NOTE 9 - TERM LOAN AND SUBORDINATED LOAN (RELATED PARTIES)

Debt consisted of the following as of December 31, 2021, and December 31, 2020 (in thousands):

19

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 9 - TERM LOAN AND SUBORDINATED LOAN (RELATED PARTIES) – Continued

Each of the debt facilities listed above are held with related party financial institutions. The Term loan debt includes an original issue discount incurred in connection with the financing agreement. The discount is being amortized using the effective-interest-method over the term of the related debt.

The Company’s Term loan required quarterly principal payments in the amount of $0.1 million through September 30, 2021, and $0.3 million on December 31, 2021, and March 31, 2022, and a balloon principal payment of $120.0 million on April 28, 2022. Interest on the first $101.0 million was based on LIBOR plus 5.25% and interest on the remaining balance was based on the LIBOR plus 5.50% and is payable quarterly.

The Company had $1.0 million and $3.0 million outstanding on its revolving loan advance facility as of December 31, 2021, and December 31, 2020, respectively.

Borrowings under the above arrangements are collateralized by substantially all the assets of the Company. In addition, the facilities are governed by a loan and security agreement that requires compliance with certain financial and nonfinancial covenants, which include, but are not limited to, leverage and capital expenditure requirements. During the year ended December 31, 2020, the Company defaulted on certain covenants on its Term loan. To cure the default, the Company and the related party lender agreed to a forbearance on the loan and required certain members to make equity contributions of approximately $6.2 million in exchange for member units, in addition to maintaining certain leverage ratios, minimum liquidity, and EBITDA targets as the new covenants under the revised credit agreement during the forbearance period.

Due to the default being present as of December 31, 2021, coupled with the working capital being utilized to pay off the debt, the Company has classified the debt as current. As discussed further in Note 16, Subsequent Events, as a result of the merger effective on April 1, 2022, the company’s debt was paid off in total.

NOTE 10 - INCOME TAXES

The benefit for income taxes consisted of the following for the year ended December 31, 2021, and December 31, 2020 (in thousands):

20

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 10 – INCOME TAXES – Continued

The Company’s effective tax rate differs from the federal statutory rate of 21% primarily due to state income taxes, and non-deductible expenses such as meals and entertainment, parking, and transaction costs and change in valuation allowance.

The tax effect of temporary differences that give rise to a significant portion of the net deferred tax liability at December 31, 2021 and December 31, 2020 are summarized as follows (in thousands):

At December 31, 2021 and December 31, 2020, the Company has federal net operating loss carryforwards of approximately $29.1 million and $26.0 million, respectively, and state net operating loss carryforwards of approximately $29.6 million and $27.6 million, respectively. $2.2 million of the federal net operating loss carryforwards will begin to expire in 2037 unless previously utilized and $26.9 million of the federal net operating loss generated on or after January 1, 2018, will not expire and will be limited to 80% usage starting in 2021. The state net operating loss carryforwards will begin to expire in 2026. Utilization of the net operating loss carryforward is subject to an annual limitation as a result of Internal Revenue Code Section 382.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations on the deductibility of interest and the use of net operating losses arising in taxable years beginning after December 31, 2017. The CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company at present does not expect that the NOL carryback provision of the CARES Act would result in a cash benefit due to the existence of previously incurred losses.

21

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its warehousing and office facilities and certain vehicles under non-cancelable operating lease arrangements, which expire on various dates through October 2029.

Annual future minimum lease payment requirements under non-cancelable long-term operating lease agreements at December 31, 2021, are as follows (in thousands):

Rent expense for the year ended December 31, 2021, and December 31, 2020, amounted to amounted to $2.6 million and $2.6 million, respectively.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. Management believes, as of December 31, 2021, and December 31, 2020, that any such matters will not have a material adverse effect on the consolidated financial statements.

NOTE 12 - MEMBERS’ EQUITY AND UNIT BASED COMPENSATION

During the year ended December 31, 2021, and December 31, 2020, the Company awarded 2,105,000 and 2,505,524 Incentive Common Units (ICUs), respectively. The ICUs vest ratably at a rate of 20% annually and are fully vested and exercisable after five years. As of December 31, 2021, and December 31, 2020, the Company had 12,115,750 and 10,010,750 ICUs outstanding, respectively.

The fair value of these ICUs was estimated at the date of grant and is being recognized as compensation expense over the requisite vesting period. Unit-based compensation recognized for the current and prior year ICU awards was $0.9 million and $0.2 million and recorded as a component of Selling, general and administrative expense during the year ended December 31, 2021, and December 31, 2020, respectively. The remaining compensation expense expected to be recognized for these ICUs in future periods total $1.0 million.

22

TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 12 - MEMBERS’ EQUITY AND UNIT BASED COMPENSATION – Continued

The expected term used in the valuation of the ICUs was five years. The average fair value of the units issued during the year ended December 31, 2021, and December 31, 2020, was $0.40 and nil.

The following is a summary of the Company’s ICUs during the periods (in thousands):

NOTE 13 - EMPLOYEE BENEFIT PLAN

401(k) Plan

The Company maintains a 401(k)-plan covering all employees, subject to certain participation and vesting requirements. The Company will match 50% of the aggregate salary reduction contribution to the extent the aggregate contribution does not exceed 5% of compensation. The Company’s contribution is funded monthly in the amount required by employee salary reduction contributions.

The Company’s matching contribution to the 401(k) plan for the year ended December 31, 2021, December 31, 2020, amounted to approximately $0.8 million and $0.4 million, respectively.

NOTE 14 - RELATED-PARTY TRANSACTIONS

The Company has entered into service agreements with entities that are Members of the Company. Under the agreement, the Company pays an annual fee plus expenses for executive and general management services. Fees incurred from related parties for the year ended December 31, 2021, and December 31, 2020, amounted to approximately $1.8 million and $1.9 million, respectively, and were included in selling, general, and administrative expenses.

As described in Note 9, borrowings under each of the Company’s credit facilities are held with entities that are Members of the Company. Interest expense under these credit facilities for the year ended December 31, 2021, and December 31, 2020, amounted to approximately $10.9 million and $10.5 million, respectively.

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TestEquity Acquisition, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021

NOTE 15 - SUBSEQUENT EVENTS

The Company evaluated subsequent events though June 13, 2022, the date the consolidated financial statements were available to be issued.

On April 1, 2022, the Company completed the merger agreement pursuant to the merger, as described in Note 9 above. In accordance with and under the terms of the merger agreement Lawson Products, Inc.: (i) issued to the Company 3,300,000 shares of Lawson 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 provides that an additional 700,000 shares of Distribution Solutions Group Inc common stock (the “TestEquity Holdback Shares”) (which were not issued at the closing of the TestEquity Merger) shall be held by Lawson Products, Inc. until released to the former equity holders of the Company or forfeited in accordance with two earnout provisions of the merger agreement. The amount of holdback shares issuable under the first earnout opportunity is based on, among other factors, the consummation of a certain additional acquisition by the Company during the period beginning after December 29, 2021 and ending 90 days after the closing of the merger. If any, the holdback shares remaining after the calculation of the first earnout opportunity, there is a second earnout opportunity based on, among other factors, the increase in TestEquity EBITDA (as defined in the TestEquity Merger Agreement) in calendar year 2022 over calendar year 2021 subject to the calculations within merger agreement.

On April 29, 2022, the Company acquired certain assets and operating liabilities from Interworld Highway, LLC and Richard Wagner, as representative of Sellers (Interworld Highway). Interworld Highway is a New Jersey limited liability company, engaged in the distribution of test and measurement equipment with complimentary value-added capabilities. This was completed pursuant to the Membership Interest Purchasing Agreement dated April 29, 2022, for $55.9 million. The Company is in the process of determining the purchase price allocation for this business combination.

24

Exhibit 99.2

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Consolidated Financial Report

December 31, 2021

Contents

Independent Auditor’s Report

RSM US LLP

Board of Directors

301 HW Opus Holdings, Inc.

Opinion

We have audited the consolidated financial statements of 301 HW Opus Holdings, Inc. and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, shareholder’s equity and cash flows for the year ended December 31, 2021, and for the period from February 23, 2020 through December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021, and for the period from February 23, 2020 through December 31, 2020, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

1

In performing an audit in accordance with GAAS, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

Dallas, Texas

May 13, 2022

2

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Consolidated Balance Sheets

December 31, 2021 and 2020

See notes to consolidated financial statements.

3

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Consolidated Statements of Comprehensive Income

Year Ended December 31, 2021, and Period From February 23, 2020

Through December 31, 2020

See notes to consolidated financial statements.

4

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Consolidated Statements of Shareholder’s Equity

Year Ended December 31, 2021, and Period From February 23, 2020

Through December 31, 2020

See notes to consolidated financial statements.

5

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Consolidated Statements of Cash Flows

Year Ended December 31, 2021, and Period From February 23, 2020

Through December 31, 2020

See notes to consolidated financial statements.

6

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 1.     Nature of Business and Organization

HW Opus Holdings, Inc. (Inc.), and its wholly owned subsidiary GS Operating, LLC (formerly known as 301 HW Opus Holdco, LLC), were formed on November 7 and 14, 2019, respectively. The sole purpose of their formation was to acquire certain assets and assume certain liabilities of Gexpro Services US, and to acquire the 100% membership interest of Rexel Magyarország Általános Kereskedelmi és Szolgáltató Kft (Gexpro Services Hungary, together with Gexpro Services US, Gexpro Services) from Rexel USA, Inc. and its affiliate. The transaction was consummated effective February 23, 2020 (LKCM Acquisition), upon the close of business. Inc., together with its consolidated subsidiaries, are collectively referred to as the Company. The operating results of the acquired business are included in the Company’s consolidated financial statements beginning February 24, 2020.

Gexpro Services is a supply-chain solutions provider to original equipment manufacturers (OEM) for production line, field installation, repair and overhaul and aftermarket consumption of hardware, fasteners, nuts, bolts, catalogue parts, gaskets, seals, O-rings, valves and other electronic parts. The Company is headquartered in Irving, Texas, with inventory selling/holding facilities across the United States, Hungary and China. Through NEF Acquisition (Note 3), Gexpro Services was able to expand its footprint to Canada and Mexico in 2021.

GS Holdings RE, LLC (RE) was organized under the laws of Delaware on May 21, 2021. RE was formed and funded for the purposes of acquiring and holding a real estate property under the direction of the Company. The Parent of RE and the Company is the same.

Note 2.     Summary of Significant Accounting Policies

Basis of accounting: The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s fiscal year end is December 31. The consolidated financial statements cover the period from January 1, 2021 through December 31, 2021 (the year ended December 31, 2021) and period from February 23, 2020 through December 31, 2020 (the period ended December 31, 2020).

Principles of consolidation: The consolidated financial statements include the financial position, results of operations and cash flows of Inc. and its wholly owned subsidiaries. The Company also analyzes potential interest in other entities to determine if a variable interest entity (VIE) relationship exists. When the Company determines it holds current or potential rights that allows it to direct the activities of another entity, which enables it to potentially receive significant benefits or obligations to absorb potentially significant losses, the Company is determined to have a controlling interest in that VIE. The financial statements of Inc. and RE are consolidated as RE was determined to be a VIE of GS Operating, LLC (a wholly owned subsidiary of the Company), as it has a note receivable of approximately $1,700,000 from RE, and RE’s assets consist of a real estate property with a carrying value of approximately $1,700,000. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents: The Company considers all investments purchased with an original maturity of three months or less to be cash equivalents.

7

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 2.     Summary of Significant Accounting Policies (Continued)

Trade accounts receivable: Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received.

During the year ended December 31, 2021, and the period ended December 31, 2020, the Company had entered several accounts receivable sale agreements with financial institutions for the sale of the Company’s accounts receivable from certain customers, which is treated as sales of financial assets. As part of the arrangements, the Company receives upfront payment for the accounts receivable sold and pays interest to financial institutions over the financial institutions’ estimated collection period. Total losses on the sale of accounts receivable during the year ended December 31, 2021, and the period ended December 31, 2020, was approximately $268,000 and $157,000, respectively, and is recorded in the selling, general and administrative expenses in the consolidated statements of comprehensive income.

Inventories: Inventories are stated at the lower of cost and net realizable value. Cost includes purchases of packing components and costs associated with outsourced production. Inventory is relieved based on the moving weighted average method. In circumstances where inventory is deemed obsolete or not saleable due to its condition, or where the inventory cost for an item exceeds its net realizable value, management records a charge to cost of goods sold and reduces the inventory to its net realizable value. As of December 31, 2021 and 2020, the Company recorded an inventory obsolescence reserve in the amount of approximately $2,700,000 and $1,600,000, respectively.

Property, plant and equipment: Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, 10 to 30 years for building and improvements, three to eight years for warehouse and office equipment, three years for computer software, three years for vehicles and over the shorter of the useful life of the assets or term of the underlying leases for leasehold improvements. The costs of repairs, maintenance and minor renewals are charged to expense as incurred.

When property 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.

Intangible assets: The Company classifies all of intangible assets as definite-lived intangible assets that were initially measured at fair value. Definite-lived intangibles include tradenames, customer contracts and non-compete agreements.

Impairment of long-lived assets: The Company periodically evaluates the carrying value of long-lived assets to be held and used at the asset group level including, but not limited to, intangible assets, when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value would be determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. There were no such impairment losses recognized for the year ended December 31, 2021, and the period ended December 31, 2020.

8

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 2.     Summary of Significant Accounting Policies (Continued)

Goodwill: Goodwill is not amortized, but instead, is tested for impairment annually at December 31 of each year or if certain circumstances indicate a possible impairment may exist. The Company makes an initial qualitative evaluation based on the entity’s events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. No impairment was recognized during the year ended December 31, 2021, and the period ended December 31, 2020.

Debt issuance costs: The Company defers certain costs incurred in connection with obtaining financing in accordance with Accounting Standards Update (ASU) 2015-03, and amortizes those costs over the terms of the underlying debt. The amortization expense is included in interest expense in the accompanying consolidated statements of comprehensive income. Amortization of costs is measured based on the effective interest method for term loans and straight-line for the revolver. Unamortized debt issuance costs associated with the term loan and the revolving line of credit are classified as a reduction of long-term debt.

Comprehensive income: The Company reports comprehensive income in the consolidated statements of comprehensive income. Comprehensive income consists solely of net income and foreign currency translation adjustments for the period.

Foreign currency translation: The functional currency of the Company’s foreign subsidiaries is the local currency. Asset and liability accounts are translated at exchange rates existing at the consolidated balance sheet date. Revenue and expense accounts are translated at average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Translation adjustments are recorded as comprehensive income in shareholder’s equity. Gains and losses from foreign currency denominated transactions are recognized in earnings. Translation adjustments are accumulated and recorded as a separate component of shareholder’s equity.

Revenue recognition: The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue from contracts with customers as follows:

The Company’s products are marketed and sold primarily to OEM’s globally. Sales of products are subject to economic conditions and may fluctuate based on changes in the industry, trade policies and financial markets.

The majority of the Company’s revenue contracts represent a single performance obligation related to the fulfillment of customer orders for the purchase of the Company’s products. Revenue from sales of the Company’s products are recognized upon transfer of control to the customer, which is typically when the product has been shipped from its inventory holding facilities in U.S., Hungary, Canada and Mexico.

9

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 2.     Summary of Significant Accounting Policies (Continued)

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods to the customer. Revenue is recorded based on the transaction price, which includes fixed consideration and an estimate of variable consideration such as, early payment/volume discounts and rebates.

The amount of variable consideration included in the transaction price is constrained and is included only 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 subsequently resolved.

The Company has elected to treat shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the Company’s products and not as a separate performance obligation. Amounts billed to customers for shipping are classified as revenue. All outbound shipping and handling costs are classified as selling, general and administrative expense, total costs incurred for the year ended December 31, 2021, and the period ended December 31, 2020, were $1,437,548 and $947,026, respectively.

Sales commissions paid to internal sales personnel, as well as associated payroll taxes and retirement plan contributions (together, incentive compensation and associated costs) that are incremental to the acquisition of customer contracts, are required to be capitalized as deferred contract cost on the consolidated balance sheets when the period of benefit is determined to be greater than one year. The Company has elected to apply the practical expedient to expense sales commissions and associated costs as incurred as the expected amortization period would be one year or less.

Payment terms on invoiced amounts range from 10 to 120 days. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products, and not to receive financing from or provide financing to the customer.

Equity-based payments: Accounting guidance for equity-based compensation requires all equity-based payments to employees, including grants of profit interests, to be valued at fair value on the grant date and expensed over the applicable vesting period. For time-based awards, the Company recognizes the estimated fair value of the awards granted, if material, as compensation expense in the consolidated statements of comprehensive income on a straight-line basis over the vesting period. For performance-based awards, if any, the Company recognizes the fair value of the awards granted, if material, as compensation expense when achievement of the performance condition becomes probable.

Business combinations: The Company accounts for business combinations under the acquisition method of accounting in accordance with the Financial Accounting Standard Board (FASB) ASC 805, Business Combinations which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Acquisition-related costs are not included as a component of the acquisition accounting, but are recognized as expenses in the periods in which the costs are incurred. Any changes within the measurement period resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recorded at the acquisition date.

10

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 2.     Summary of Significant Accounting Policies (Continued)

Concentration of credit risk: The Company maintains cash at several financial institutions in the United States and other foreign countries. Balances for deposit accounts in the United States periodically are in excess of federally insured limits set by the United States Federal Deposit Insurance Corporation (FDIC). Balances deposited in financial institutions located in other foreign countries are not insured by the FDIC. The Company has not experienced any losses related to these accounts in the United States and other foreign countries.

During the year ended December 31, 2021, the Company had two customers that accounted for approximately 25% and 11% of the Company’s revenues, and approximately 12% and 4% of accounts receivable, respectively.

During the period ended December 31, 2020, the Company had two customers that accounted for approximately 31% and 11% of the Company’s revenues, and approximately 25% and 7% of accounts receivable, respectively.

The Company has foreign operations in Hungary, China, Canada and Mexico through its foreign subsidiaries. Total net assets and net income of the foreign operations as of and for the year ended December 31, 2021, were $25,181,826 and $469,047, respectively. Total net assets and net income of the foreign operations as of and for the period ended December 31, 2020, were $15,621,375 and $1,423,300, respectively. Total third-party revenue of the foreign operations for the year ended December 31, 2021, and the period ended December 31, 2020, were $24,051,224 and $17,245,681, respectively.

Advertising: The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expenses for the year ended December 31, 2021, and the period ended December 31, 2020, were $0 and $30,144, respectively.

Income taxes: Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets relate primarily to intangibles, accrued expenses and seniority premium, business interest expense limitations and deferred tax liabilities relate primarily to goodwill. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes tax liabilities when the Company believes that certain positions may not be fully sustained upon review by tax authorities. Benefits from tax positions are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense.

The Company files income tax returns in the U.S. federal jurisdiction and in foreign countries on behalf of wholly owned foreign subsidiaries.

11

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 2.     Summary of Significant Accounting Policies (Continued)

Recent accounting pronouncements: In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of comprehensive income. The new standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.

In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740, and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for the Company beginning on January 1, 2022. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or any other reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. Therefore, it will be in effect for a limited time through December 31, 2022. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

Reclassifications: Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on the previously reported net income, comprehensive income or shareholder’s equity.

Note 3.     Acquisitions

On December 31, 2021, the Company acquired certain assets and assumed certain liabilities of State Industrial Supply, Inc. (SIS) for purposes of providing a growth investment to the Company (SIS Acquisition). The consideration paid is as follows:

The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed in connection with this acquisition was based on estimated fair values supported by third-party valuations.

12

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 3.     Acquisitions (Continued)

The following table summarizes the allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed:

The Company determined the estimated fair value of the intangible assets primarily by using the income approach. This approach required the Company to use significant estimates and assumptions for which there is limited observable market information with respect to forecasted sales, operating profits, royalty rates and the selection of an appropriate discount rate.

At December 31, 2021, the final working capital adjustments related to the acquisition are still being finalized and, as such, the transaction consideration and recorded goodwill are considered provisional.

At the date of the SIS Acquisition, total gross contractual receivables approximates fair value. The Company incurred transaction costs of $104,651, which is included in the selling, general and administrative expenses of the consolidated statements of comprehensive income. Goodwill arising from the acquisition consists primarily of assembled workforce and other intangible assets that do not qualify for separate recognition. Goodwill is deductible for U.S. income tax purpose.

On November 1, 2021, the Company, through its wholly owned subsidiaries in Canada and Mexico, acquired all outstanding shares of NEF Group Inc., as well as certain assets and assumed certain liabilities of NEF Fasteners de Mexico S.A. de C.V. acquired for purposes of providing a growth investment to the Company (NEF Acquisition). The consideration paid is as follows:

13

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 3.     Acquisitions (Continued)

The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed in connection with this acquisition was based on estimated fair values supported by third-party valuations. The following table summarizes the allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed:

The Company determined the estimated fair value of the intangible assets primarily by using the income approach. This approach required the Company to use significant estimates and assumptions for which there is limited observable market information with respect to forecasted sales, operating profits, royalty rates and the selection of an appropriate discount rate.

At December 31, 2021, the final working capital adjustments related to the acquisition are still being finalized and, as such, the transaction consideration and recorded goodwill are considered provisional.

At the date of the NEF Acquisition, total gross contractual receivables approximates fair value. The Company incurred transaction costs of $1,984,524, which is included in the selling, general and administrative expenses of the consolidated statements of comprehensive income.

Gain on bargain purchase of $1,363,016 was recognized in the consolidated statements of comprehensive income and is calculated as the excess of net assets recognized over the consideration transferred. The bargain purchase was primarily attributed to the selling owners were highly motivated to sell.

On June 7, 2021, the Company acquired certain assets and assumed certain liabilities of Omni Fasteners Inc. (Omni) and Orion Industries Inc. (Orion) for $6,500,000 in cash consideration for purposes of providing a growth investment to the Company (Omni Acquisition). The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed in connection with this acquisition was based on estimated fair values supported by third-party valuations.

14

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 3.     Acquisitions (Continued)

The following table summarizes the allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed:

The Company determined the estimated fair value of the intangible assets primarily by using the income approach. This approach required the Company to use significant estimates and assumptions for which there is limited observable market information with respect to forecasted sales, operating profits, royalty rates and the selection of an appropriate discount rate.

At the date of the Omni Acquisition, total gross contractual receivables approximates fair value. The Company incurred transaction costs of $452,915, which is included in the selling, general and administrative expenses of the consolidated statements of comprehensive income. Goodwill arising from the acquisition consists primarily of assembled workforce and other intangible assets that do not qualify for separate recognition. Goodwill is deductible for U.S. income tax purpose.

On February 23, 2020, the Company acquired certain assets and assumed certain liabilities of Gexpro Services US, as well as the 100% membership interests of Rexel Magyarország Általános Kereskedelmi és Szolgáltató Kft from Rexel USA, Inc. and its affiliate for $158,498,729 in cash for purposes of providing a growth investment to the Company (LKCM Acquisition). The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed in connection with the LKCM Acquisition was based on estimated fair values supported by third-party valuations.

15

301 HW Opus Holdings, Inc.

(dba Gexpro Services)

Notes to Consolidated Financial Statements

Note 3.      Acquisitions (Continued)

The following table summarizes the allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed: