0000703604-22-000069 | 10-Q | XBRL Viewer | Distribution Solutions Group INC

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Aug. 01, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	0-10546
Entity Registrant Name	DISTRIBUTION SOLUTIONS GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-2229304
Entity Address, Address Line One	8770 W. Bryn Mawr Avenue
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	(773)
Local Phone Number	304-5050
Title of 12(b) Security	Common stock, $1.00 par value
Trading Symbol	DSGR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,444,740
Entity Central Index Key	0000703604
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 17,872	$ 14,671
Restricted cash	194	0
Accounts receivable, less allowance for doubtful accounts of $2,058 and $2,473, respectively	168,247	80,574
Inventories, net	250,696	132,717
Prepaid expenses and other current assets	30,801	8,098
Total current assets	467,810	236,060
Property, plant and equipment, net	64,958	9,079
Rental equipment, net	26,108	24,727
Goodwill	355,440	106,145
Deferred tax asset	267	266
Intangible assets, net	242,926	96,608
Cash value of life insurance	17,537	0
Right of use assets	47,055	19,662
Other assets	4,095	747
Total assets	1,226,196	493,294
Current liabilities:
Accounts payable	93,191	47,958
Current portion of long-term debt	16,495	134,405
Current portion of lease obligation	10,487	4,641
Earnout derivative liability	23,000	0
Related party payables	0	4,813
Accrued expenses and other current liabilities	58,310	23,126
Total current liabilities	201,483	214,943
Long-term debt, less current portion, net	389,279	93,134
Security bonus plan	10,163	0
Deferred compensation	10,827	0
Lease obligation	38,652	16,132
Deferred tax liability	30,446	2,742
Other liabilities	3,518	574
Total liabilities	684,368	327,525
Stockholders’ equity:
Preferred Stock, $1 par value: Authorized - 500,000 shares, Issued and outstanding — None	0	0
Common Stock, $1 par value: Authorized - 35,000,000 shares Issued - 9,368,463 and 9,363,093 shares, respectively Outstanding - 9,120,167 and 9,115,584 shares, respectively	19,468	10,318
Capital in excess of par value	573,649	197,057
Retained deficit	(40,394)	(33,142)
Treasury stock – 250,163 and 247,509 shares, respectively	(10,144)	(10,033)
Accumulated other comprehensive (loss) income	(751)	1,569
Total stockholders’ equity	541,828	165,769
Total liabilities and stockholders’ equity	$ 1,226,196	$ 493,294

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Allowance for doubtful accounts	$ 2,058	$ 2,473
LIABILITIES AND STOCKHOLDERS’ EQUITY
Preferred stock, par value (in USD per share)	$ 1	$ 1
Preferred stock, shares authorized (in shares)	500,000	500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	19,694,145	10,542,333
Common stock, shares outstanding (in shares)	19,443,982	10,294,824
Treasury stock (in shares)	250,163	247,509

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 321,336	$ 134,152	$ 475,421	$ 258,979
Cost of goods sold	206,781	100,411	319,982	194,991
Gross profit	114,555	33,741	155,439	63,988
Selling, general and administrative expenses	110,442	28,273	148,338	56,267
Operating income	4,113	5,468	7,101	7,721
Interest expense	(3,751)	(4,262)	(10,607)	(8,506)
Extinguishment of debt	(2,814)	0	(3,395)	0
Change in fair value of earnout derivative liability	(5,693)	0	(5,693)	0
Other (expense) income, net	(182)	(186)	774	(254)
(Loss) income before income taxes	(8,327)	1,020	(11,820)	(1,039)
Income tax (benefit) expense	(3,612)	559	(4,568)	390
Net (loss) income	$ (4,715)	$ 461	$ (7,252)	$ (1,429)
Basic income per share of common stock (in USD per share)	$ (0.23)	$ 0.04	$ (0.47)	$ (0.14)
Diluted income per share of common stock (in USD per share)	$ (0.23)	$ 0.04	$ (0.47)	$ (0.14)
Comprehensive (loss) income
Net (loss) income	$ (4,715)	$ 461	$ (7,252)	$ (1,429)
Loss on foreign currency translation	(2,491)	(171)	(2,320)	(3)
Comprehensive (loss) income	$ (7,206)	$ 290	$ (9,572)	$ (1,432)

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Capital in Excess of Par Value	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income
Balance at beginning of year (in shares) at Dec. 31, 2020		10,233,223
Balance at beginning of year at Dec. 31, 2020	$ 155,248	$ 10,233	$ 180,609	$ (28,090)	$ (9,015)	$ 1,511
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,890)			(1,890)
Loss on foreign currency translation	168					168
Shares issued (in shares)		6,523
Shares issued	0	$ 6	(6)
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)		(303)
Tax withholdings related to net share settlements of stock-based compensation awards			13		(13)
Balance at end of period (in shares) at Mar. 31, 2021		10,239,443
Balance at end of period at Mar. 31, 2021	153,526	$ 10,239	180,616	(29,980)	(9,028)	1,679
Balance at beginning of year (in shares) at Dec. 31, 2020		10,233,223
Balance at beginning of year at Dec. 31, 2020	155,248	$ 10,233	180,609	(28,090)	(9,015)	1,511
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,429)
Loss on foreign currency translation	(3)
Balance at end of period (in shares) at Jun. 30, 2021		10,251,826
Balance at end of period at Jun. 30, 2021	153,816	$ 10,251	180,604	(29,519)	(9,028)	1,508
Balance at beginning of year (in shares) at Mar. 31, 2021		10,239,443
Balance at beginning of year at Mar. 31, 2021	153,526	$ 10,239	180,616	(29,980)	(9,028)	1,679
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	461			461
Loss on foreign currency translation	(171)					(171)
Shares issued (in shares)		12,383
Shares issued	0	$ 12	(12)
Balance at end of period (in shares) at Jun. 30, 2021		10,251,826
Balance at end of period at Jun. 30, 2021	$ 153,816	$ 10,251	180,604	(29,519)	(9,028)	1,508
Balance at beginning of year (in shares) at Dec. 31, 2021	10,542,333	10,294,824
Balance at beginning of year at Dec. 31, 2021	$ 165,769	$ 10,318	197,057	(33,142)	(10,033)	1,569
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,537)			(2,537)
Loss on foreign currency translation	171					171
Shares issued (in shares)		6,065
Shares issued	0	$ 6	(6)
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)		(889)
Tax withholdings related to net share settlements of stock-based compensation awards	0		33		(33)
Other	(95)		(95)
Balance at end of period (in shares) at Mar. 31, 2022		10,300,000
Balance at end of period at Mar. 31, 2022	$ 163,308	$ 10,324	196,989	(35,679)	(10,066)	1,740
Balance at beginning of year (in shares) at Dec. 31, 2021	10,542,333	10,294,824
Balance at beginning of year at Dec. 31, 2021	$ 165,769	$ 10,318	197,057	(33,142)	(10,033)	1,569
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(7,252)
Loss on foreign currency translation	$ (2,320)
Balance at end of period (in shares) at Jun. 30, 2022	19,694,145	19,443,982
Balance at end of period at Jun. 30, 2022	$ 541,828	$ 19,468	573,649	(40,394)	(10,144)	(751)
Balance at beginning of year (in shares) at Mar. 31, 2022		10,300,000
Balance at beginning of year at Mar. 31, 2022	163,308	$ 10,324	196,989	(35,679)	(10,066)	1,740
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(4,715)			(4,715)
Loss on foreign currency translation	(2,491)					(2,491)
Stock-based compensation	573		573
Shares issued (in shares)		25,682
Shares issued	0	$ 24	(24)
Deemed consideration for reverse acquisition (in shares)		9,120,167
Deemed consideration for reverse acquisition	351,491	$ 9,120	342,371
Reclassification of issuable shares from earnout derivative liability	26,593		26,593
Fair value adjustment of stock-based compensation awards	1,910		1,910
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)		(1,867)
Tax withholdings related to net share settlements of stock-based compensation awards	(78)				(78)
Settlement of related party obligations	5,276		5,276
Other	$ (39)		(39)
Balance at end of period (in shares) at Jun. 30, 2022	19,694,145	19,443,982
Balance at end of period at Jun. 30, 2022	$ 541,828	$ 19,468	$ 573,649	$ (40,394)	$ (10,144)	$ (751)

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Common stock, par value (in USD per share)	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities
Net loss	$ (7,252)	$ (1,429)
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization	22,335	8,921
Amortization of debt issue costs	421	598
Extinguishment of debt	3,395	0
Stock-based compensation	4,013	0
Deferred income taxes	(420)	(58)
Change in fair value of earnout liability	5,693	0
Gain on sale of rental equipment	(1,821)	(836)
Reserve for obsolete and excess inventory	1,377	578
Other changes in operating assets and liabilities	244	4
Changes in operating assets and liabilities:
Accounts receivable	(27,639)	2,047
Inventories, net	(28,983)	(6,562)
Prepaid expenses and other current assets	(13,777)	2,137
Accounts payable	(5,254)	5,628
Accrued expenses and other current liabilities	9,957	(2,060)
Other changes in operating assets and liabilities	1,832	56
Net cash (used in) provided by operating activities	(39,543)	8,912
Investing activities
Purchases of property, plant and equipment	(3,410)	(2,561)
Business acquisitions, net of cash acquired	(113,781)	(6,501)
Purchases of rental equipment	(4,878)	(5,799)
Proceeds from sale of rental equipment	6,783	2,772
Net cash used in investing activities	(115,286)	(12,089)
Financing activities
Proceeds from revolving lines of credit	166,200	18,401
Payments on revolving lines of credit	(67,687)	(7,200)
Proceeds from term loans	377,552	0
Payments on term loans	(307,490)	(7,446)
Deferred financing costs	(11,415)	0
Shares repurchased held in treasury	(78)	0
Payment of financing lease principal	(39)	0
Net cash provided by financing activities	157,043	3,755
Effect of exchange rate changes on cash and cash equivalents	1,181	25
Increase in cash, cash equivalents and restricted cash	3,395	603
Cash, cash equivalents and restricted cash at beginning of period	14,671	10,399
Cash, cash equivalents and restricted cash at end of period	18,066	11,002
Cash and cash equivalents	17,872	11,002
Restricted cash	194	0
Total cash, cash equivalents and restricted cash	18,066	11,002
Supplemental disclosure of cash flow information
Net cash paid for income taxes	6,267	425
Net cash paid for interest	10,600	8,034
Fair value of common stock exchanged for reverse acquisition	351,491	0
Settlement of related party obligations	5,276	0
Additions of property, plant and equipment included in accounts payable	$ 135	$ 67

Nature of Operations and Basis of Presentation	6 Months Ended
Nature of Operations and Basis of Presentation	Jun. 30, 2022
Accounting Policies [Abstract]
Nature of Operations and Basis of Presentation	Nature of Operations and Basis of Presentation Organization Effective May 5, 2022, Distribution Solutions Group, Inc. ("DSG"), a Delaware corporation, changed its corporate name from “Lawson Products, Inc.” to “Distribution Solutions Group, Inc.” DSG is a global specialty distribution company providing value added distribution solutions to the maintenance, repair and operations ("MRO"), original equipment manufacturer ("OEM") and industrial technology markets. DSG has three principal operating companies: Lawson Products, Inc. ("Lawson"), TestEquity Acquisition, LLC ("TestEquity") and 301 HW Opus Holdings, Inc., conducting business as Gexpro Services ("Gexpro Services"). The complementary distribution operations of Lawson, TestEquity and Gexpro Services were combined for the purpose of creating a specialty distribution company. A summary of the Mergers (as defined below), including the legal entities party to the transactions and the stock consideration, is presented below. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “DSG”, the “Company”, "we", "our" or "us" refer to the holding company, Distribution Solutions Group, Inc., and all entities consolidated in the accompanying unaudited condensed consolidated financial statements. Business Combination Background On December 29, 2021, DSG entered into an: • Agreement and Plan of Merger (the “TestEquity Merger Agreement”) by and among (i) LKCM TE Investors, LLC, a Delaware limited liability company (the “TestEquity Equityholder”), (ii) TestEquity Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the TestEquity Equityholder (“TestEquity”), (iii) DSG and (iv) Tide Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of DSG (“Merger Sub 1”), pursuant to the terms and subject to the conditions of which the parties agreed, among other things, that Merger Sub 1 would merge with and into TestEquity, with TestEquity surviving the merger as a wholly-owned subsidiary of DSG (the “TestEquity Merger”); and • Agreement and Plan of Merger (the “Gexpro Services Merger Agreement” and, together with the TestEquity Merger Agreement, the “Merger Agreements”) by and among (i) 301 HW Opus Investors, LLC, a Delaware limited liability company (the “Gexpro Services Stockholder”), (ii) 301 HW Opus Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Gexpro Services Stockholder (“Gexpro Services”), (iii) DSG and (iv) Gulf Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of DSG (“Merger Sub 2”), pursuant to the terms and subject to the conditions of which the parties agreed, among other things, that Merger Sub 2 would merge with and into Gexpro Services, with Gexpro Services surviving the merger as a wholly-owned subsidiary of DSG (the “Gexpro Services Merger” and, together with the TestEquity Merger, the “Mergers”). Each outstanding share of TestEquity and Gexpro Services common stock outstanding immediately prior to the closing of the Merger can be derived by converted into approximately 0.3618 shares and 0.7675 shares, respectively, of Company common stock. Completion of the TestEquity Merger On April 1, 2022, (the "Merger Date"), the TestEquity Merger was consummated pursuant to the TestEquity Merger Agreement. In accordance with and under the terms of the TestEquity Merger Agreement, at the closing of the TestEquity Merger, DSG: (i) issued to the TestEquity Equityholder 3,300,000 shares of DSG common stock, (ii) on behalf of TestEquity, paid certain indebtedness of TestEquity and (iii) on behalf of TestEquity, paid certain transaction expenses of TestEquity. The TestEquity Merger Agreement provides that an additional 700,000 shares of DSG common stock (the “TestEquity Holdback Shares”) may be issued to the TestEquity Equityholder or forfeited in accordance with two earnout provisions of the TestEquity Merger Agreement. The amount of TestEquity Holdback Shares issuable under the first earnout opportunity is based on, among other factors, the consummation of a certain additional acquisition by TestEquity during the period beginning after December 29, 2021 and ending 90 days after the Merger Date. If any TestEquity Holdback Shares remain 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 the TestEquity Merger Agreement. As of June 30, 2022, 700,000 TestEquity Holdback Shares are expected to be issued under the first earnout opportunity due to the consummation of the certain additional acquisition as referenced in the TestEquity Merger Agreement and were remeasured and reclassified to equity at April 29, 2022 when the additional acquisition was consummated. Refer to Note 11 - Earnout Derivative Liability for information about the earnout derivative liability related to the TestEquity Holdback Shares. Completion of the Gexpro Services Merger On the Merger Date, the Gexpro Services Merger was consummated pursuant to the Gexpro Services Merger Agreement. In accordance with and under the terms of the Gexpro Services Merger Agreement, at the closing of the Gexpro Services Merger, DSG: (i) issued to the Gexpro Services Stockholder 7,000,000 shares of DSG common stock, (ii) on behalf of Gexpro Services, paid certain indebtedness of Gexpro Services and (iii) on behalf of Gexpro Services, paid certain specified transaction expenses of Gexpro Services. The Gexpro Services Merger Agreement provides that an additional 1,000,000 shares of DSG common stock (the “Gexpro Services Holdback Shares”) may be issued to the Gexpro Services Stockholder or forfeited in accordance with two earnout provisions of the Gexpro Services Merger Agreement. The amount of Gexpro Services Holdback Shares issuable under the first earnout opportunity is based on, among other factors, the consummation of one or more of three certain additional acquisitions by Gexpro Services during the period beginning after December 29, 2021 and ending 90 days after the Merger Date. If any Gexpro Services Holdback Shares remain after the calculation of the first earnout opportunity, there is a second earnout opportunity based on, among other factors, the increase in Gexpro Services EBITDA (as defined in the Gexpro Services Merger Agreement) in calendar year 2022 over calendar year 2021 subject to the calculations within the Gexpro Services Merger Agreement. As of April 1, 2022, approximately 538,000 Gexpro Services Holdback Shares were expected to be issued under the first earnout opportunity due to the consummation of the certain additional acquisitions which were completed prior to the Merger Date. The fair value of the remaining 462,000 Gexpro Services Holdback Shares available under the second earnout opportunity are included in Earnout derivative liability in the Unaudited Condensed Consolidated Balance Sheets. Final issuance of the Gexpro Services Holdback Shares under the second earnout opportunity is subject to certain terms and conditions as specified in the Gexpro Services Merger Agreement. Refer to Note 11 - Earnout Derivative Liability for information about the earnout derivative liability related to the Gexpro Services Holdback Shares. TestEquity and Gexpro Services were treated as a combined entity as the accounting acquirer for financial reporting purposes, and DSG was identified as the accounting acquiree. Accordingly, periods prior to the Merger Date reflect the results of operations and financial position of TestEquity and Gexpro Services on a consolidated basis, and the results of operations of DSG's legacy Lawson business are only included subsequent to the April 1, 2022 Merger Date. Nature of Operations A summary of the nature of operations for each of DSG's operating companies is presented below. Information regarding DSG's reportable segments is presented in Note 19 - Segment Information. Lawson sells and distributes specialty products to the industrial, commercial, institutional and government MRO market and uses sales representatives to provide Vendor Managed Inventory ("VMI") services to Lawson's customers. Through The Bolt Supply House business, customers in Western Canada have access to products at 14 branch locations in Alberta, Saskatchewan, Manitoba and British Columbia, Canada. Under its Kent Automotive brand, Lawson provides collision and mechanical repair products to the automotive aftermarket. Lawson ships from several strategically located distribution centers to customers in all 50 states, Puerto Rico, Canada, Mexico, and the Caribbean. TestEquity is a distributor of test and measurement equipment and solutions, electronic production supplies, and tool kits from its leading manufacturer partners supporting the technology, aerospace, defense, automotive, electronics, education, and medical industries. TestEquity operates primarily through four brands, TestEquity, TEquipment, Jensen Tools and Techni-Tool. TestEquity also designs a full line of environmental test chambers. Gexpro Services is a provider of supply chain solutions, specializing in developing and implementing VMI and kitting programs to high-specification manufacturing customers. Gexpro Services provides critical products and services to customers throughout the lifecycle of highly technical Original Equipment Manufacturer (OEM) products. Basis of Presentation and Consolidation The Mergers were accounted for as a reverse merger under the acquisition method of accounting in accordance with the accounting guidance for reverse acquisitions as provided in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Under this guidance, TestEquity and Gexpro Services were treated as a combined entity as the accounting acquirer for financial reporting purposes, and DSG was identified as the accounting acquiree. This determination was primarily made as TestEquity and Gexpro Services were under the common control of an entity that owns a majority of the voting rights of the combined entity, and therefore, only DSG experienced a change in control. Accordingly, the unaudited condensed consolidated financial statements as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021 reflect the results of operations and financial position of TestEquity and Gexpro Services on a consolidated basis, and the results of operations of DSG's legacy Lawson business are only included subsequent to the April 1, 2022 Merger Date. The Company and its consolidated subsidiaries, except for Gexpro Services, operate on a calendar year-end. Gexpro Services operates on a calendar year-end for annual reporting purposes. However, quarterly financial statements for Gexpro Services are prepared on financial close dates that may differ from that of the Company. The consolidated financial statement impact of the two day difference arising from the different period ends for the quarter ended June 30, 2022 was not material. The Company utilizes the exchange rates in effect at Gexpro Services’ reporting date and the appropriate weighted-average rate for its fiscal reporting period. The accompanying unaudited condensed consolidated financial statements of DSG have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all disclosures required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the TestEquity Acquisition, LLC and 301 HW Opus Holdings, Inc. audited consolidated financial statements and accompanying notes included in the Company's Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission ("SEC") on June 15, 2022, and the Lawson Products, Inc. audited consolidated financial statements and accompanying notes included in DSG's Annual Report on Form 10-K filed for the year ended December 31, 2021. All normal recurring adjustments have been made that are necessary to fairly state the results of operations for the interim periods. Operating results for the three and six month periods ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Revenue Recognition — The majority of the Company’s revenue is generated through the sale of a broad range of specialized products and components, with revenue recognized upon transfer of control, title and risk of loss, which is generally upon shipment. VMI service revenue represents less than 5% of total revenue and is recognized as the services are performed. The Company offers VMI services only in conjunction with product sales. The Company does not bill product sales and services separately. A portion of selling expenses is allocated to cost of sales for reporting purposes based upon the estimated time spent on such services. A portion of service revenue and cost of service is deferred, as not all services are performed in the same period as billed. The Company includes shipping costs billed to customers in revenue and the related shipping costs in cost of goods and services. The Company accrues for returns based on historical evidence of return rates. The Company has adopted the practical expedient within ASC 340 to recognize incremental costs to obtain a contract, primarily employee related costs, as expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company also operates as a lessor and recognizes lease revenue on a straight-line basis over the life of each lease. The Company has adopted the practical expedient not to separate the non-lease components that would be within the scope of ASC 606 from the associated lease component as the relevant criteria under ASC 842 are met. Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amount of the Company’s cash equivalents at June 30, 2022 and December 31, 2021 approximates fair value. Allowance for Doubtful Accounts — The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, substantial down-grading of credit ratings), a specific reserve for bad debts is recorded against amounts due to reduce the receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes reserves for bad debts based on the Company’s historical experience of bad debt write-offs as a percent of accounts receivable outstanding. If circumstances change (e.g., higher than expected defaults or an unexpected material adverse change in a major customer's ability to meet its financial obligations), the estimates of the recoverability of amounts due the Company could be revised. Inventories — Inventories principally consist of finished goods stated at the lower of cost or net realizable value using the first-in-first-out method for the Lawson and TestEquity segments and weighted average for the Gexpro Services segment. To reduce the cost basis of inventory to a lower of cost or net realizable value, a reserve is recorded for slow-moving and obsolete inventory based on historical experience and monitoring of current inventory activity. Estimates are used to determine the necessity of recording these reserves based on periodic detailed analysis using both qualitative and quantitative factors. As part of this analysis, the Company considers several factors including the inventories length of time on hand, historical sales, product shelf life, product life cycle, product category and product obsolescence. Property, Plant and Equipment — Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed primarily by the straight-line method for buildings, machinery and equipment, furniture and fixtures and vehicles. The Company estimates useful lives of 10 to 40 years for buildings and improvements, the shorter of the useful life of the assets or term of the underlying leases for leasehold improvements, and 2 to 10 years for machinery and equipment, furniture and fixtures and vehicles. Capitalized software is amortized over estimated useful lives of 3 to 5 years using the straight-line method. The costs of repairs, maintenance and minor renewals are charged to expense as incurred. Amortization of financing and capital leases is included in depreciation expense. When property, plant and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in the income from operations. Rental Equipment — Rental equipment is stated at cost less accumulated depreciation and amortization. Expense is computed primarily by the straight-line method over an estimated useful life of 3 to 7 years. Upon sale or retirement of such assets, the related cost and accumulated depreciation are removed from the Unaudited Condensed Consolidated Balance Sheet, and gains or losses are reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The costs of repairs, maintenance and minor renewals are charged to expense as incurred. When rental equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the Unaudited Condensed Consolidated Balance Sheet and any gain or loss is included in the income from operations. Cash Value of Life Insurance — The Company invests funds in life insurance policies for certain current and former employees. The cash surrender value of the policies is invested in various investment instruments and is recorded as an asset on our Unaudited Condensed Consolidated Balance Sheets. The Company records these policies at their contractual value. The change in the cash surrender value of the life insurance policies, which is recorded as a component of General and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, is the change in the policies' contractual values. Deferred Compensation — The Company’s Executive Deferral Plan (“Deferral Plan”) allows certain executives to defer payment of a portion of their earned compensation. The deferred compensation is recorded in an account balance, which is a bookkeeping entry made by the Company to measure the amount due to the participant. The account balance is equal to the participant’s deferred compensation, adjusted for increases and/or decreases in the amount that the participant has designated to one or more bookkeeping portfolios that track the performance of certain mutual funds. The Company adjusts the deferred compensation liability to equal the contractual value of the participants’ account balances. These adjustments are the changes in contractual value of the individual plans and are recorded as a component of General and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Stock-Based Compensation — Compensation based on the share value of the Company’s common stock is valued at its fair value at the grant date and the expense is recognized over the vesting period. Fair value is re-measured each reporting period for liability-classified awards that may be redeemable in cash. The Company accounts for forfeitures of stock-based compensation in the period in which they occur. Goodwill — The Company had $355.4 million of goodwill at June 30, 2022 and $106.1 million of goodwill at December 31, 2021. Goodwill represents the cost of business acquisitions in excess of the fair value of identifiable net tangible and intangible assets acquired. The Company reviews goodwill for potential impairment annually on October 1st, or when an event or other circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. The first step in the multi-step process to determine if goodwill has been impaired and to what degree is to review the relevant qualitative factors that could cause the fair value of the reporting unit to decrease below the carrying value of the reporting unit. The Company considers factors such as macroeconomic, industry and market conditions, cost factors, overall financial performance and other relevant factors that would affect the individual reporting units. If the Company determines that it is more likely than not that the fair value of the reporting unit is greater than the carrying value of the reporting unit, then no further impairment testing is needed. If the Company determines that it is more likely than not that the carrying value of the reporting unit is greater than the fair value of the reporting unit, the Company will move to the next step in the process. The Company will estimate the fair value of the reporting unit and compare it to the reporting unit's carrying value. If the carrying value of the reporting unit exceeds its fair value, the Company will record an impairment of goodwill equal to the amount the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill previously recognized. Intangible Assets — The Company's intangible assets primarily consist of trade names and customer relationships. Intangible assets are amortized over a weighted average of 8 to 15 year and 9 to 20 year estimated useful lives for trade names and customer relationships, respectively. The Company amortizes trade name intangible assets on a straight-line basis and customer relationship intangible assets on a basis consistent with their estimated economic benefit. Impairment of Long-Lived Assets — The Company reviews its long-lived assets, including property, plant and equipment and definite life intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. Recoverability is measured by a comparison of the assets carrying amount to their expected future undiscounted net cash flows. If such assets are considered to be impaired, the impairment to be recognized is measured based on the amount by which the carrying amount of the asset exceeds its fair value. No impairments occurred in the first six months of 2022 or during the year ended December 31, 2021. Income Taxes — Deferred tax assets or liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not (i.e. greater than 50% likely) that some or all of the deferred tax assets will not be realized. The determination of the amount of a valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, (3) the impact of tax planning strategies and (4) the ability to carry back deferred tax assets to offset prior taxable income. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs. Additionally, valuation allowances related to deferred tax assets can be impacted by changes to tax laws. Significant judgment is required in determining income tax provisions as well as deferred tax asset and liability balances, including the estimation of valuation allowances and the evaluation of uncertain tax positions. Earnings from the Company's foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise would subject the Company to foreign withholding taxes and may subject the Company to U.S. federal and state taxes. The Company recognizes the benefit of tax positions when a benefit is more likely than not (i.e., greater than 50% likely) to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of Income tax expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Leases — Leases are categorized as either operating or financing leases at commencement of the lease. For both classes of leases, a Right Of Use ("ROU") asset and corresponding lease liability are recognized at commencement of the lease. Operating leases consist of the Company headquarters, distribution and service centers, and Bolt branches. Financing leases consist of equipment such as forklifts and copiers. The value of the lease assets and liabilities are the present value of the total cash payments for each lease. The Company uses its incremental borrowing rate to discount the total cash payments to present value for each lease. The Company reviews each lease to determine if there is a more appropriate discount rate to apply. Upon commencement of the lease, rent expense is recognized on a straight line basis for each operating lease. Each financing lease ROU asset is amortized on a straight line basis over the lease period. TestEquity and the Lawson Partsmaster business have equipment leasing programs for customers. These leases are classified as operating leases. The leased equipment is recognized in Rental equipment, net in the Unaudited Condensed Consolidated Balance Sheets and the leasing revenue is recognized on a straight line basis. Earnings per Share — Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares of common stock and, if dilutive, common stock equivalents outstanding during the period. Diluted earnings per share reflect the potential dilution from the exercise or conversion of outstanding performance awards, stock options, market stock units and restricted stock awards into common stock. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. Contingently issuable shares are considered outstanding common shares and included in basic EPS as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted EPS, the contingently issuable shares should be included in the denominator of the diluted EPS calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. For the reverse acquisition period prior to April 1, 2022, the Company calculates the basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements by dividing the income of the accounting acquirer attributable to common shareholders in each of those periods by the accounting acquirer’s historical weighted-average number of common shares outstanding. The Company calculates the weighted-average number of common shares outstanding (the denominator of the EPS calculation), including the equity interests issued by the legal acquirer to effect the reverse acquisition, as; the number of common shares outstanding from the beginning of that period to the acquisition date computed on the basis of the weighted-average number of common shares of the accounting acquirer outstanding during the period multiplied by an exchange ratio derived from the shares exchanged at the Merger Date. For the three and six months ended June 30, 2022 no options to purchase shares of common stock were excluded from the computation of diluted earnings per share because none of the options were in the money. Foreign Currency — The accounts of foreign subsidiaries are measured using the local currency as the functional currency. All balance sheet amounts are translated into U.S. dollars using the exchange rates in effect at the applicable period end. Components of income or loss are translated using the average exchange rate for each reporting period. Gains and losses resulting from changes in the exchange rates from translation of the subsidiary accounts in local currency to U.S. dollars are reported as a component of Accumulated other comprehensive income or loss in the Unaudited Condensed Consolidated Balance Sheets. Gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency are included as a component of net income or loss upon settlement of the transaction. Gains and losses resulting from foreign intercompany transactions are included as a component of net income or loss each reporting period unless the transactions are of a long-term-investment nature and settlement is not planned or anticipated in the foreseeable future, in which case the gains and losses are recorded as a component of Accumulated other comprehensive income or loss in the Unaudited Condensed Consolidated Balance Sheets. Treasury Stock — The Company repurchased 2,756 of its common stock in 2022 from employees upon the vesting of restricted stock to offset the income taxes owed by those employees. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity. The cost of the common stock repurchased and held in treasury was $0.08 million in 2022. Segment Information — The Financial Accounting Standards Board ("FASB") ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision-maker (“CODM”) is the Chief Executive Officer of DSG. The CODM reviews the financial performance and the results of operations of the segments when making decisions about allocating resources and assessing performance of the Company. The Company has determined it has four operating segments: (i) Lawson, (ii) Gexpro Services, (iii) TestEquity and (iv) All Other. The Company’s three reportable segments include (i) Lawson, (ii) Gexpro Services and (iii) TestEquity. The Company’s CODM reviews the operating results of these reportable segments for the purpose of allocating resources and evaluating financial performance. There are no intersegment revenues. The reporting segments follow the same accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements. Please see Note 19 - Segment Information for further details. Acquisitions — The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Fair Value Measurements — The Company applies the guidance in ASC 820, Fair Value Measurements to account for financial assets and liabilities measured on a recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices for identical assets and liabilities in active markets. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on management's best estimate of fair value and that are significant to the fair value of the asset or liability The carrying amount of accounts receivable, accounts payable, accrued expenses and other working capital balances are considered a reasonable estimate of their fair value due to the short-term maturity of these instruments. The carrying amount of debt is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s earnout derivative liability is recorded at fair value on a recurring basis and was estimated using Level 3 inputs. Earnout Derivative Liability — The Company recorded an earnout derivative liability for the future contingent equity shares related to the TestEquity Holdback Shares and the Gexpro Services Holdback Shares provisions within the Merger Agreements. The contingently issuable shares are not indexed to the common stock of the Company and, therefore, are accounted for as liability classified instruments in accordance with ASC 815-40, Contracts in Entity’s Own Equity, as the events that determine the number of contingently issuable shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of the Company. The contingently issuable shares were initially measured at the Merger Date and are subsequently measured at each reporting date until settled, or when they meet the criteria for equity classification. Changes in the fair value of the earnout derivative liability are recorded as a component of Change in fair value of earnout derivative liability in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company reassesses the classification of these derivative liabilities for earnout arrangements each balance sheet date. If the contingencies are resolved for the issuable shares, the earnout derivative liability is reclassified from the liability to equity as of the date of the event that caused the contingencies were met. The earnout derivative liability is measured at fair value immediately prior to the reclassification to equity. If the earnout derivative liability is reclassified from a liability to equity, gains or losses recorded to account for the liability at fair value during the period that the contract was classified as a liability are not reversed. The contingently issuable shares are included in the denominator of the basic earnings per share calculation as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted earnings per share, the contingently issuable shares are included in the denominator of the diluted earnings per share calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. See Note 15 - Earnings Per Share for further information. Use of Estimates — Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported for service revenue, service cost, allowance for doubtful accounts, inventory reserves, goodwill and intangible assets valuation, and income taxes in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Recent Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the requirements for how an entity should measure credit losses on financial instruments. The pronouncement is effective for smaller reporting companies in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and the new guidance will be applied on a prospective basis. The Company is still evaluating the effect the adoption of the new standard will have on its financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The pronouncement is effective in fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company is still evaluating the effect the adoption of the new standard will have on its financial statements.

Business Acquisitions

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Acquisition

Business Acquisitions

Completion of Mergers

On April 1, 2022, the Mergers were completed via all-stock merger transactions. Pursuant to the Merger Agreements, DSG issued an aggregate of 10.3 million shares of its common stock to the former owners of TestEquity and Gexpro Services. An additional 1.7 million shares of DSG common stock remain potentially issuable upon meeting the conditions of certain earnout provisions. Refer to Note 1 - Nature of Operations and Basis of Presentation for further information regarding the Mergers.

The business combination of Lawson, TestEquity and Gexpro Services brings together three value added complementary distribution businesses. Lawson is a distributor of products and services to the industrial, commercial, institutional, and governmental MRO marketplace. TestEquity is a distributor of parts and services to the industrial, commercial, institutional and governmental electronics manufacturing and test and measurement market. Gexpro Services is a provider of supply chain solutions, specializing in developing and implementing VMI and kitting programs to high-specification manufacturing customers. Gexpro Services provides critical products and services to customers throughout the lifecycle of highly technical Original Equipment Manufacturer ("OEM") products. Refer to Note 1- Nature of Operations and Basis of Presentation for more information on the nature of operations for these businesses.

The Mergers were accounted for as a reverse merger under the acquisition method of accounting for business combinations, whereby TestEquity and Gexpro Services were identified as the accounting acquirers and were treated as a combined entity for financial reporting purposes, and DSG was identified as the accounting acquiree. Accordingly, under the acquisition method of accounting, the purchase price was allocated to DSG's tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values. These estimates were determined through established and generally accepted valuation techniques.

Allocation of Consideration Exchanged

Under the acquisition method of accounting, the estimated consideration exchanged was calculated as follows:



(in thousands, except share data)	April 1, 2022
Number of DSG common shares exchanged	9,120,167
DSG closing price per common stock on March 31, 2022	$	38.54
Fair value of shares exchanged	$	351,491

Other consideration(1)	1,910

Total consideration exchanged	$	353,401

(1)Fair value adjustment of stock-based compensation awards.

Due to the publicly traded nature of shares of DSG common stock, the equity issuance of shares of DSG common stock based on this value was considered to be a more reliable measurement of the fair market value of the transaction compared to the equity interests of the accounting acquirer.

The allocation of consideration exchanged to the tangible and identifiable intangible assets acquired and liabilities assumed was based on estimated fair values as of the Merger Date. The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated

values for the acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. Goodwill generated from the acquisition is not deductible for tax purposes. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period ending March 31, 2023, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.

The preliminary allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed as of the Merger Date is summarized as follows:


(in thousands)	Total
Current assets	$	148,308
Property, plant and equipment	57,053
Right of use assets	17,571
Other intangible assets	119,060
Deferred tax liability, net of deferred tax asset	(26,237)
Other assets	18,373
Current liabilities	(71,097)
Long-term obligations	(25,722)
Lease and financing obligations	(29,474)
Derivative earnout liability	(43,900)

Goodwill	189,466
Total consideration exchanged	$	353,401

The preliminary allocation of consideration exchanged to other intangible assets acquired is as follows:


(in thousands)	Fair Value		Estimated Life (in years)
Customer relationships	$	76,050	19
Trade names	43,010		8
Total other intangible assets	$	119,060

The Company incurred transaction costs related to the Mergers of $5.8 million and $7.2 million for the three and six months ended June 30, 2022, respectively and $0.4 million and $0.5 million for the three and six months ended June 30, 2021, respectively.

Pro Forma Information

The following table presents estimated unaudited pro forma consolidated financial information for DSG as if the Mergers and other acquisitions disclosed below occurred on January 1, 2021 for the 2022 acquisitions and January 1, 2020 for the 2021 acquisitions. The unaudited pro forma information reflects adjustments including amortization on acquired intangible assets, interest expense, and the related tax effects. This information is presented for informational purposes only and is not necessarily indicative of future results or the results that would have occurred had the Mergers been completed on the date indicated.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue	$	471,280	$	299,854	$	647,030	$	454,895


Net income	6,056		8,081		4,560		14,431

Other Acquisitions

TestEquity and Gexpro Services acquired other businesses during the first six months of 2022 and year ended December 31, 2021. The consideration exchanged for the acquired businesses included various combinations of cash, sellers notes, and forms of share based payments. The acquisitions were accounted for under ASC 805, the acquisition method of accounting. For each acquisition, the allocation of consideration exchanged to the assets acquired and liabilities assumed was based on

estimated acquisition-date fair values. Certain estimated values for the acquisitions, including the valuation of intangibles, contingent consideration, and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuations will be completed within the one-year measurement periods following the respective acquisition dates, and any adjustments will be recorded in the period in which the adjustments are determined.

During the first six months of 2022, TestEquity acquired Interworld Highway, LLC and National Test Equipment, and Gexpro Services acquired Resolux ApS ("Resolux") and Frontier Technologies Brewton, LLC and Frontier Engineering and Manufacturing Technologies, Inc. ("Frontier"). The purchase consideration for each business acquired and the preliminary allocation of the consideration exchanged to the estimated fair values of assets acquired and liabilities assumed is summarized below:


(in thousands)	Interworld Highway LLC		Resolux		Frontier		National Test Equipment
Acquisition date	April 29, 2022		January 3, 2022		March 31, 2022		June 1, 2022		Total
Current assets	$	15,018	$	8,551	$	3,299	$	2,186	$	29,054
Property, plant and equipment	313		459		1,065		642		2,479
Right of use assets	—		1,125		9,218		—		10,343
Other intangible assets:
Customer relationships	6,369		11,400		10,000		1,830		29,599
Trade names	4,600		6,100		3,300		—		14,000

Other assets	10		1,745		—		—		1,755
Accounts payable	(8,856)		(3,058)		(1,359)		(2,268)		(15,541)

Accrued expenses and other liabilities	—		(939)		(1,067)		(1,169)		(3,175)
Lease obligation	—		(1,125)		(9,218)		—		(10,343)



Goodwill	37,236		6,498		10,439		5,971		60,144
Total purchase consideration exchanged, net of cash acquired	$	54,690	$	30,756	$	25,677	$	7,192	$	118,315

The consideration for the Frontier acquisition includes a potential earn-out payment up to $3.0 million based upon the achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2024. The fair value of the contingent consideration arrangement was classified within Level 3 and was determined using a probability-based scenario analysis approach. As of March 31, 2022 and June 30, 2022, the fair value of the earn-out was $0.9 million and $0.9 million, respectively, with amounts recorded in Accrued expenses and other current liabilities and Other liabilities in the Unaudited Condensed Consolidated Balance Sheets.

During the year ended December 31, 2021, TestEquity acquired MCS Test Group Limited ("MCS"), and Gexpro Services acquired Omni Fasteners Inc. ("Omni"), National Engineered Fasteners ("NEF") and State Industrial Supply ("SIS"). The accounting for the Omni and MCS acquisitions was complete as of June 30, 2022. Certain estimated values for the NEF and SIS acquisitions are preliminary, including goodwill, contingent consideration, and income taxes (including deferred taxes and associated valuation allowances). These values are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuations will be completed within the one-year measurement periods following the respective acquisition dates, and any adjustments will be recorded in the period in which the adjustments are determined.

The purchase consideration for each business acquired during 2021 and the preliminary allocation of the consideration exchanged to the estimated fair values of assets acquired and liabilities assumed is summarized below:


(in thousands)	Omni		NEF(1)		SIS		MCS
Acquisition date	June 8, 2021		November 1, 2021		December 31, 2021		July 31, 2021		Total
Current assets	$	2,259	$	17,882	$	3,541	$	6,521	$	30,203
Property, plant and equipment	600		589		125		—		1,314
Right of use assets	—		1,774		799		—		2,573
Other intangible assets:
Customer relationships	2,530		5,007		4,800		2,621		14,958
Trade names	200		2,503		1,500		41		4,244
Other intangible assets	9		—		380		—		389
Other assets	—		1,236		10		—		1,246
Accounts payable	(50)		(3,506)		(1,464)		(2,523)		(7,543)

Accrued expenses and other liabilities	—		(3,332)		—		(685)		(4,017)
Lease obligation	—		(1,774)		(799)				(2,573)



Goodwill	953		—		3,010		7,245		11,208
Gain on bargain purchase	—		(1,363)		—		—		(1,363)
Total purchase consideration exchanged, net of cash acquired	$	6,501	$	19,016	$	11,902	$	13,220	$	50,639

(1)The consideration exchanged in the NEF acquisition included a shared-based payment valued at $2.8 million with the remainder of the payment in cash.

A gain on bargain purchase related to the acquisition of NEF was recognized within Other income (expense), net in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income in the fourth quarter of 2021. The gain of $1.4 million was calculated as the excess of net assets recognized over the consideration transferred. The bargain purchase was primarily attributable to owners that were highly motivated to sell.

The Company incurred transaction costs related to the other acquisitions of $0.3 million and $1.3 million for the three and six months ended June 30, 2022, respectively and $0.8 million and $1.0 million for the three and six months ended June 30, 2021, respectively.

Other Acquisitions Pro Forma Information - The pro forma information for other acquisitions was included in the estimated unaudited pro forma consolidated financial information for DSG, which is presented above under Pro Forma Information.

Actual Results of Business Acquisitions

The following table presents actual results attributable to our business combinations that were included in the unaudited condensed consolidated financial statements for the second quarter and first six months of 2022 and 2021. The results of DSG's legacy Lawson business are included only subsequent to the April 1, 2022 Merger Date, and the results for other acquisitions are only included subsequent to their respective acquisition dates provided above.


(in thousands)	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	Lawson		Other Acquisitions		Total		Lawson		Other Acquisitions		Total
Revenue	$	123,670	$	52,739	$	176,409	$	—	$	468	$	468
Net Income	$	3,084	$	5,316	$	8,400	$	—	$	(335)	$	(335)

	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Lawson		Other Acquisitions		Total		Lawson		Other Acquisitions		Total
Revenue	$	123,670	$	75,522	$	199,192	$	—	$	468	$	468
Net Income	$	3,084	$	8,285	$	11,369	$	—	$	(335)	$	(335)

Revenue Recognition

6 Months Ended

Jun. 30, 2022

Deferred Revenue Disclosure [Abstract]

Revenue Recognition

Under the definition of a contract as defined by ASC 606, the Company considers contracts to be created at the time an order to purchase product and services is agreed upon regardless of whether or not there is a written contract. Revenue from customers is recognized when obligations under the terms of a contract are satisfied; this generally occurs with the delivery of products or services. Revenue from customers is measured as the amount of consideration the Company expects to receive in exchange for the delivery of goods or services. Contracts may last from one month to one year or more and may have renewal terms that extend indefinitely at the option of either party. Price is typically based on market conditions, competition, changes in the industry and product availability. Volumes fluctuate primarily as a result of customer demand and product availability. Consistent with the way the Company manages its businesses, the Company refers to sales under service agreements, which includes both goods (such as parts, equipment and equipment upgrades) and related services (such as monitoring, maintenance and repairs) as sales of “services,” which is an important part of the Company’s operations. The Company has no significant financing components in its contracts with customers. The Company records revenue net of certain taxes, such as sales taxes, that are assessed by governmental authorities on the Company’s customers.

The Company also operates as a lessor and recognizes lease revenue on a straight-line basis over the life of each lease. The Company has adopted the practical expedient not to separate the non-lease components that would be within the scope of ASC 606 from the associated lease component as the relevant criteria under ASC 842 are met.

The Company does not incur significant costs to obtain contracts. Incidental items that are immaterial in the context of the contract are recognized as expenses. Sales of products and services to customers are invoiced and settled on a monthly basis. ASC 606 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. The Company is not usually subject to obligations for warranties, rebates, returns or refunds except in the case of rebates for select customers if pre-determined purchase thresholds are met as discussed for the TestEquity segment below. The Company does not typically receive payment in advance of satisfying its obligations under the terms of its sales contracts with customers; therefore, liabilities related to such payment are not significant to the Company. Accounts receivable represents the Company’s unconditional right to receive consideration from its customers.

Lawson Segment

The Lawson segment has two distinct performance obligations offered to its customers: a product performance obligation and a service performance obligation, and accordingly, two separate revenue streams. Although Lawson has identified that it offers its customers both a product and a service obligation, the customer only receives one invoice per transaction with no price allocation between these obligations. Lawson does not price its offerings based on any allocation between these obligations.

Lawson generates revenue primarily from the sale of MRO products to its customers. Revenue related to product sales is recognized at the time that control of the product has been transferred to the customer; either at the time the product is shipped or the time the product has been received by the customer. Lawson does not commit to long-term contracts to sell customers a certain minimum quantity of products.

Lawson offers a VMI service proposition to its customers. A portion of these services, primarily related to stocking of product and maintenance of the MRO inventory, is provided over a short period of time after control of the purchased product has been transferred to the customer. Since certain obligations pursuant to the VMI service agreement have not been provided at the time the control of the product transfers to the customer, that portion of expected consideration is deferred until the time that those services have been provided and the related performance obligations have been satisfied.

Gexpro Services Segment

Gexpro Services’ contracts with customers generally represent a single performance obligation to sell its products. Revenue from sales of Gexpro Services’ products are recognized upon transfer of control to the customer, which is typically when the product has been shipped from its distribution facilities. The transaction price is the amount of consideration to which Gexpro Services 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.

Gexpro Services’ products are marketed and sold primarily to original equipment manufacturers globally. Sales of products are subject to economic conditions and may fluctuate based on changes in the industry, trade policies and financial markets. 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.

TestEquity Segment

TestEquity’s contracts with customers generally represent a single performance obligation to sell its products. Revenues from contracts with customers reflect the transaction prices for contracts reduced by variable consideration. TestEquity 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-value method considering all reasonably available information, including TestEquity’s historical experience and current expectations, and is reflected in the transaction price when sales are recorded. Sales returns are generally accepted by TestEquity, however, sales returns are not material to the Company’s operations. TestEquity provides an assurance type warranty which is not sold separately and does not represent a separate performance obligation. Contractual rebate obligations were $0.1 million at June 30, 2022, and are expected to be paid or expire in their entirety during fiscal year ended December 31, 2022.

TestEquity generates revenue from contracts with customers through the sale of new and used electronic test and measurement products. Typically, TestEquity has a purchase order or master service agreement with the customer that specifies the goods and/or services to be provided. TestEquity 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. For the majority of transactions, TestEquity recognizes revenue at the time of shipment, when control passes to the customer. For consigned inventory, revenue is recognized when inventory is removed from TestEquity’s stock location and control passes to the customer.

The Company has elected not to disclose the disaggregated components of revenue and cost of sales in its Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and in the related notes to the condensed consolidated financial statements.

Disaggregated revenue by geographic area (based on the location to which the product is shipped to):


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021

United States	$	261,071	$	120,020	$	386,327	$	233,420
Canada	36,372		4,145		46,169		7,789
Europe	9,889		2,517		17,971		3,517
Pacific Rim	5,585		3,367		10,624		6,435
Latin America	6,949		2,621		11,794		4,821
Other	1,470		1,482		2,536		2,997
Total revenue	$	321,336	$	134,152	$	475,421	$	258,979

Rental Revenues

TestEquity rents new and used electronic test and measurement equipment, to customers in many industries. These leases are classified as operating leases. Rental equipment is included in Rental equipment, net in the Unaudited Condensed Consolidated Balance Sheet, and rental revenues is included in Revenue in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Rental revenues are recognized in the month they are due on the accrual basis of accounting. The unearned portion of rental payments received is accrued as deferred revenue. The TestEquity rental program generated $3.2 million and $2.6 million of revenue for the three months ended June 30, 2022 and 2021, respectively and $6.8 million and $5.4 million of revenue for the six months ended June 30, 2022 and 2021, respectively. The unearned rental revenue related to customer prepayments on equipment leases of $0.4 million at June 30, 2022 and $0.5 million at December 31, 2021, which is included in Accrued expenses and other current liabilities in the Unaudited Condensed Consolidated Balance Sheet, is expected to be earned in its entirety during the next twelve months.

Lawson leases parts washer machines to customers through its Torrents leasing program. These leases are classified as operating leases. The leased machines are included in Rental equipment, net in the Unaudited Condensed Consolidated Balance Sheet and the leasing revenue is recognized on a straight line basis. The Torrents machine leasing program generated $1.1

million of revenue for the three months ended June 30, 2022 and $1.1 million of revenue for the six months ended June 30, 2022. The unearned rent revenue of $0.7 million at June 30, 2022 is included as a component of Accrued expenses and other current liabilities in the Unaudited Condensed Consolidated Balance Sheet, is expected to be earned in its entirety during the next twelve months.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Inventories, Net

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Inventories

Inventories, net, consisting of purchased goods and manufactured electronic equipment offered for resale, were as follows:



(in thousands)	June 30, 2022		December 31, 2021
Inventories, gross	$	259,900	$	140,544
Reserve for obsolete and excess inventory	(9,204)		(7,827)
Inventories, net	$	250,696	$	132,717

Changes in the reserve for obsolete and excess inventory were as follows:


(in thousands)	Amount
Balance at December 31, 2021	$	(7,827)
Additions charged to expense	(1,694)

Write-offs	317
Balance at June 30, 2022	$	(9,204)

Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Components of property, plant and equipment were as follows:



(in thousands)	June 30, 2022		December 31, 2021
Land	$	9,980	$	1,700
Buildings and improvements	27,254		2,930
Machinery and equipment	20,920		4,389
Capitalized software	7,529		3,407
Furniture and fixtures	7,336		2,700
Vehicles	1,465		798
Construction in progress	5,531		12
Total	80,015		15,936
Accumulated depreciation and amortization	(15,057)		(6,857)
Property, plant and equipment, net	$	64,958	$	9,079

Depreciation expense for property, plant, and equipment was $2.5 million and $0.3 million for the second quarter of 2022 and 2021, respectively and $3.1 million and $0.5 million for the first six months of 2022 and 2021, respectively. Amortization expense for capitalized software was $0.9 million and $0.2 million for the second quarter of 2022 and 2021, respectively and $1.1 million and $0.4 million for the first six months of 2022 and 2021, respectively.

Rental Equipment

Rental equipment, net consisted of the following:



(in thousands)	June 30, 2022		December 31, 2021
Rental equipment	$	47,863	$	46,500
Accumulated depreciation	(21,755)		(21,773)
Rental equipment, net	$	26,108	$	24,727

Depreciation expense included in cost of sales for rental equipment was $1.5 million and $1.5 million for the second quarter of 2022 and 2021, respectively and $2.9 million and $3.0 million for the first six months of 2022 and 2021, respectively. Refer to Note 4 - Revenue Recognition for a discussion on the Company's activities as lessor.

Rental Equipment

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Rental Equipment

Property, Plant and Equipment

Components of property, plant and equipment were as follows:



(in thousands)	June 30, 2022		December 31, 2021
Land	$	9,980	$	1,700
Buildings and improvements	27,254		2,930
Machinery and equipment	20,920		4,389
Capitalized software	7,529		3,407
Furniture and fixtures	7,336		2,700
Vehicles	1,465		798
Construction in progress	5,531		12
Total	80,015		15,936
Accumulated depreciation and amortization	(15,057)		(6,857)
Property, plant and equipment, net	$	64,958	$	9,079

Rental Equipment

Rental equipment, net consisted of the following:



(in thousands)	June 30, 2022		December 31, 2021
Rental equipment	$	47,863	$	46,500
Accumulated depreciation	(21,755)		(21,773)
Rental equipment, net	$	26,108	$	24,727

Goodwill Goodwill

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the carrying amount of goodwill by segment were as follows:



(in thousands)	Lawson		TestEquity		Gexpro Services		All Other		Total
Balance at December 31, 2021	$	—	$	70,112	$	36,033	$	—	$	106,145
Acquisitions	172,333		43,207		16,912		17,133		249,585
Impact of foreign exchange rates	—		—		—		(290)		(290)
Balance at June 30, 2022	$	172,333	$	113,319	$	52,945	$	16,843	$	355,440

Intangible Assets

6 Months Ended

Jun. 30, 2022

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

The gross carrying amount and accumulated amortization for definite-lived intangible assets were as follows:



	June 30, 2022						December 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names	$	93,355	$	(12,389)	$	80,966	$	36,304	$	(8,353)	$	27,951
Customer relationships	197,362		(40,524)		156,838		92,947		(29,269)		63,678
Other (1)	8,753		(3,631)		5,122		8,159		(3,180)		4,979
Total	$	299,470	$	(56,544)	$	242,926	$	137,410	$	(40,802)	$	96,608

(1) Other primarily consists of non-compete agreements.

Amortization expense for definite-lived intangible assets was $9.7 million and $15.1 million for the three and six months ended June 30, 2022, respectively and $2.5 million and $5.0 million for the three and six months ended June 30, 2021, respectively. Amortization expense related to intangible assets was recorded in General and administrative expenses. The remaining weighted-average useful lives of intangible assets as of June 30, 2022 was 7.0 years for trade names and 14.3 years for customer relationships.

The estimated aggregate amortization expense for the remaining year 2022 and each of the next five years are as follows:


(in thousands)	Amortization
Remaining 2022	$	17,074
2023	32,994
2024	33,335
2025	30,549
2026	28,134
2027	24,044
Thereafter	76,796
Total	$	242,926

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Activities as Lessee

The Company leases property used for warehousing, distribution centers, office space, branch locations, equipment and vehicles. The expenses generated by leasing activity for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):



		Three Months Ended June 30,				Six Months Ended June 30,
Lease Type	Classification	2022		2021		2022		2021

Operating Lease Expense (1)	Operating expenses	$	3,896	$	1,475	$	5,524	$	2,868
Financing Lease Amortization	Operating expenses	163		56		232		103
Financing Lease Interest	Interest expense	23		13		34		26
Financing Lease Expense		186		69		266		129
Net Lease Cost		$	4,082	$	1,544	$	5,790	$	2,997

(1) Includes short term lease expense, which is immaterial

The value of net assets and liabilities generated by leasing activity of June 30, 2022 and December 31, 2021 were as follows (in thousands):


Lease Type	June 30, 2022		December 31, 2021

Total ROU operating lease assets (1)	$	45,667	$	19,662
Total ROU financing lease assets (2)	1,388		—
Total lease assets	$	47,055	$	19,662

Total current operating lease obligation	$	10,030	$	4,641
Total current financing lease obligation	457		—
Total current lease obligations	$	10,487	$	4,641

Total long term operating lease obligation	$	37,886	$	16,132
Total long term financing lease obligation	766		—
Total long term lease obligation	$	38,652	$	16,132

(1)Operating lease assets are recorded net of accumulated amortization of $6.4 million as of June 30, 2022 and $2.8 million as of December 31, 2021

(2)Financing lease assets are recorded net of accumulated amortization of $0.1 million as of June 30, 2022 and $0.0 million as of December 31, 2021

The value of lease liabilities generated by leasing activities as of June 30, 2022 were as follows (in thousands):


Maturity Date of Lease Liabilities	Operating Leases		Financing Leases		Total

Year one	$	8,743	$	527	$	9,270
Year two	10,646		811		11,457
Year three	8,603		488		9,091
Year four	6,088		312		6,400
Year five	5,071		240		5,311
Subsequent years	14,602		102		14,704
Total lease payments	53,753		2,480		56,233
Less: Interest	(6,485)		(609)		(7,094)
Present value of lease liabilities	$	47,268	$	1,871	$	49,139

The weighted average lease terms and interest rates of leases held as of June 30, 2022 were as follows:


Lease Type	Weighted Average Term in Years	Weighted Average Interest Rate

Operating Leases	6.2	7.0%
Financing Leases	3.9	6.4%

The cash outflows of leasing activity for the six months ended June 30, 2022 were as follows (in thousands):

Cash Flow Source

Classification

Amount

Operating cash flows from operating leases

Operating activities

5,182

Operating cash flows from financing leases

Operating activities

Financing cash flows from financing leases

Financing activities

Refer to Note 4 - Revenue Recognition for a discussion on the Company's activities as lessor.

Leases

Activities as Lessee



		Three Months Ended June 30,				Six Months Ended June 30,
Lease Type	Classification	2022		2021		2022		2021

Operating Lease Expense (1)	Operating expenses	$	3,896	$	1,475	$	5,524	$	2,868
Financing Lease Amortization	Operating expenses	163		56		232		103
Financing Lease Interest	Interest expense	23		13		34		26
Financing Lease Expense		186		69		266		129
Net Lease Cost		$	4,082	$	1,544	$	5,790	$	2,997

(1) Includes short term lease expense, which is immaterial

The value of net assets and liabilities generated by leasing activity of June 30, 2022 and December 31, 2021 were as follows (in thousands):


Lease Type	June 30, 2022		December 31, 2021

Total ROU operating lease assets (1)	$	45,667	$	19,662
Total ROU financing lease assets (2)	1,388		—
Total lease assets	$	47,055	$	19,662

Total current operating lease obligation	$	10,030	$	4,641
Total current financing lease obligation	457		—
Total current lease obligations	$	10,487	$	4,641

Total long term operating lease obligation	$	37,886	$	16,132
Total long term financing lease obligation	766		—
Total long term lease obligation	$	38,652	$	16,132

(1)Operating lease assets are recorded net of accumulated amortization of $6.4 million as of June 30, 2022 and $2.8 million as of December 31, 2021

(2)Financing lease assets are recorded net of accumulated amortization of $0.1 million as of June 30, 2022 and $0.0 million as of December 31, 2021

The value of lease liabilities generated by leasing activities as of June 30, 2022 were as follows (in thousands):


Maturity Date of Lease Liabilities	Operating Leases		Financing Leases		Total

Year one	$	8,743	$	527	$	9,270
Year two	10,646		811		11,457
Year three	8,603		488		9,091
Year four	6,088		312		6,400
Year five	5,071		240		5,311
Subsequent years	14,602		102		14,704
Total lease payments	53,753		2,480		56,233
Less: Interest	(6,485)		(609)		(7,094)
Present value of lease liabilities	$	47,268	$	1,871	$	49,139

The weighted average lease terms and interest rates of leases held as of June 30, 2022 were as follows:


Lease Type	Weighted Average Term in Years	Weighted Average Interest Rate

Operating Leases	6.2	7.0%
Financing Leases	3.9	6.4%

The cash outflows of leasing activity for the six months ended June 30, 2022 were as follows (in thousands):

Cash Flow Source

Classification

Amount

Operating cash flows from operating leases

Operating activities

5,182

Operating cash flows from financing leases

Operating activities

Financing cash flows from financing leases

Financing activities

Refer to Note 4 - Revenue Recognition for a discussion on the Company's activities as lessor.

Leases

Activities as Lessee



		Three Months Ended June 30,				Six Months Ended June 30,
Lease Type	Classification	2022		2021		2022		2021

Operating Lease Expense (1)	Operating expenses	$	3,896	$	1,475	$	5,524	$	2,868
Financing Lease Amortization	Operating expenses	163		56		232		103
Financing Lease Interest	Interest expense	23		13		34		26
Financing Lease Expense		186		69		266		129
Net Lease Cost		$	4,082	$	1,544	$	5,790	$	2,997

(1) Includes short term lease expense, which is immaterial

The value of net assets and liabilities generated by leasing activity of June 30, 2022 and December 31, 2021 were as follows (in thousands):


Lease Type	June 30, 2022		December 31, 2021

Total ROU operating lease assets (1)	$	45,667	$	19,662
Total ROU financing lease assets (2)	1,388		—
Total lease assets	$	47,055	$	19,662

Total current operating lease obligation	$	10,030	$	4,641
Total current financing lease obligation	457		—
Total current lease obligations	$	10,487	$	4,641

Total long term operating lease obligation	$	37,886	$	16,132
Total long term financing lease obligation	766		—
Total long term lease obligation	$	38,652	$	16,132

(1)Operating lease assets are recorded net of accumulated amortization of $6.4 million as of June 30, 2022 and $2.8 million as of December 31, 2021

(2)Financing lease assets are recorded net of accumulated amortization of $0.1 million as of June 30, 2022 and $0.0 million as of December 31, 2021

The value of lease liabilities generated by leasing activities as of June 30, 2022 were as follows (in thousands):


Maturity Date of Lease Liabilities	Operating Leases		Financing Leases		Total

Year one	$	8,743	$	527	$	9,270
Year two	10,646		811		11,457
Year three	8,603		488		9,091
Year four	6,088		312		6,400
Year five	5,071		240		5,311
Subsequent years	14,602		102		14,704
Total lease payments	53,753		2,480		56,233
Less: Interest	(6,485)		(609)		(7,094)
Present value of lease liabilities	$	47,268	$	1,871	$	49,139

The weighted average lease terms and interest rates of leases held as of June 30, 2022 were as follows:


Lease Type	Weighted Average Term in Years	Weighted Average Interest Rate

Operating Leases	6.2	7.0%
Financing Leases	3.9	6.4%

The cash outflows of leasing activity for the six months ended June 30, 2022 were as follows (in thousands):

Cash Flow Source

Classification

Amount

Operating cash flows from operating leases

Operating activities

5,182

Operating cash flows from financing leases

Operating activities

Financing cash flows from financing leases

Financing activities

Refer to Note 4 - Revenue Recognition for a discussion on the Company's activities as lessor.

Earnout Derivative Liability

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Earnout Derivative Liability

On the Merger Date, the Company recorded an earnout derivative liability for the two earnout provisions within the Merger Agreements. The Company estimated the fair value of the earnout derivative liability based on an aggregate of 1,162,000 additional shares expected to be issued under the two earnout provisions of the Merger Agreements. The aggregate of 1,162,000 shares is comprised of 700,000 shares of DSG common stock that are contingently issuable (or forfeitable) to the TestEquity Equityholder and 462,000 shares of DSG common stock that are contingently issuable (or forfeitable) to the Gexpro Services Stockholder. The additional 538,000 shares of the remaining potential shares of the earnout were not recorded as an earnout derivative liability as the acquisition contingency for these shares was met at the Merger Date.

The Company's earnout derivative liability is classified as a Level 3 instrument and is measured at fair value on a recurring basis. The fair value of the earnout derivative liability was measured using the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis for the year ended December 31, 2022. Inputs to that model include the expected time to liquidity, the risk-free interest rate over the term, expected volatility based on representative peer companies and the estimated fair value of the underlying class of common stock. The significant unobservable inputs used in the fair value measurement of the earnout derivative liability are the fair value of the underlying stock at the valuation date and the estimated term of the earnout arrangement periods. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement.

The estimated aggregate fair value of the earnout derivative liability recorded on the Merger Date was $43.9 million, with an offsetting entry to additional paid-in capital. As of April 29, 2022, 700,000 of the 1,162,000 shares were reclassified to equity, as the acquisition contingencies had been met. Immediately prior to reclassification, these shares were remeasured to fair value, resulting in a loss of $5.7 million being recorded as a component of Change in fair value of earnout derivative liability in the Unaudited Consolidated Statements of Income and Comprehensive Income.” The earnout opportunity for the remaining 462,000 shares for Gexpro Services expires on December 31, 2022. See Fair Value Measurements in Note 2 - Summary of Significant Accounting Policies for further information.

The change in the fair value of the earnout derivative liability was as follows:


(in thousands)	Amount
Balance at December 31, 2021	$	—
Initial recognition on Merger Date	43,900
Change in fair value	5,693
Reclassifications to equity at fair value	(26,593)
Balance at June 30, 2022	$	23,000

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(in thousand)	June 30, 2022		December 31, 2021
Accrued stock-based compensation	$	10,995	$	—
Accrued compensation	16,257		5,997
Accrued and withheld taxes, other than income taxes	6,063		880
Accrued income taxes	2,062		4,170
Accrued customer rebates	3,205		2,657
Accrued severance	649		—
Accrued interest	1,130		1,515
Deferred revenue	1,140		485
Accrued health benefits	1,285		59
Other	15,524		7,363
Total accrued expenses and other current liabilities	$	58,310	$	23,126

Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

The Company's outstanding long-term debt was comprised of the following:



(in thousands)	June 30, 2022		December 31, 2021
Senior secured revolving credit facility	$	113,079	$	—
Senior secured term loan	246,875		—
Senior secured delayed draw term loan	50,000		—
Other revolving line of credit	1,495		—
Previous revolving credit facilities	—		38,707
Previous term loans	—		190,337
Total debt	411,449		229,044
Less current portion of long-term debt	(16,495)		(134,405)
Less deferred financing costs	(5,675)		(1,505)
Total long-term debt	$	389,279	$	93,134

Amended and Restated Credit Agreement - April 1, 2022

On April 1, 2022 (the "Closing Date"), DSG and certain of its subsidiaries entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) by and among DSG, certain subsidiaries of DSG as borrowers or guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Pursuant to the Amended and Restated Credit Agreement, the Company's previous credit agreement was amended and restated in its entirety.

The Amended and Restated Credit Agreement provides for (i) a $200 million senior secured revolving credit facility, with a $25 million letter of credit sub-facility and a $10 million swingline loan sub-facility, (ii) a $250 million senior secured initial term loan facility and (iii) a $50 million senior secured delayed draw term loan facility. In addition, the Amended and Restated Credit Agreement permits the Company to increase the commitments under the Amended and Restated Credit Agreement from time to time by up to $200 million in the aggregate, subject to, among other things, the receipt of additional commitments from existing and/or new lenders and pro forma compliance with the financial covenants in the Amended and Restated Credit Agreement. The revolving credit facility is available to be drawn in U.S. dollars, Canadian dollars and any other additional currencies that may be agreed.

On the Closing Date, the Company borrowed $250 million of initial term loan facility loans and approximately $86 million of revolving credit facility loans under the Amended and Restated Credit Agreement. These borrowings were used to 1) repay all obligations and refinance the Company's previous credit agreement, 2) repay certain existing indebtedness of TestEquity and Gexpro Services and their respective subsidiaries, 3) pay fees and expenses in connection with the Mergers, and 4) finance the working capital needs and general corporate purposes of the Company.

A $2.8 million loss on the extinguishment of debt for remaining unamortized deferred financing costs associated with the previous indebtedness was recorded in the second quarter of 2022 in connection with the payoff. The extinguishment is recorded in Loss on extinguishment of debt in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Amended and Restated Credit Agreement requires that the proceeds of any revolving credit facility loans be used for working capital and general corporate purposes (including, without limitation, permitted acquisitions), and requires that the proceeds of any delayed draw term loan facility be used solely to finance the payment of consideration for (i) the potential acquisition by TestEquity of a certain business that had been previously identified to DSG as a potential acquisition candidate by TestEquity prior to the date of the TestEquity Merger Agreement and (ii) other acquisitions permitted under the Amended and Restated Credit Agreement, and for any fees, costs and expenses incurred in connection therewith. On April 29, 2022, the Company borrowed the $50 million available under the delayed draw term loan facility to finance the acquisition of Interworld Highway, LLC made by TestEquity.

As of June 30, 2022, there were $247 million of term loan facility loans outstanding, $50 million of delayed draw term loans outstanding and approximately $113 million of revolving credit facility loans outstanding under the Amended and Restated Credit Agreement. Net of outstanding letters of credit, there was $85.9 million of borrowing availability under the revolving credit facility as of June 30, 2022. The weighted average interest rate from the Closing Date through June 30, 2022 was 3.61%.

The loans under the Amended and Restated 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 and Restated 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 and Restated Credit Agreement or (ii) the Adjusted Term SOFR Rate or the CDOR Rate (each as defined in the Amended and Restated 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 and Restated Credit Agreement. The Amended and Restated Credit Agreement further provides that the additional margin for the period from the Closing Date until the Company’s delivery of its financial statements and compliance certificate for the first full quarter ending after the Closing Date shall be 1.5% per annum for Alternate Base Rate or Canadian Prime Rate loans and 2.5% per annum for all other loans.

Certain closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees are payable to the lenders and the agents under the Amended and Restated Credit Agreement, including a commitment fee on the daily unused amount of the revolving credit facility that will accrue at a rate ranging from 0.15% to 0.35% 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 and Restated Credit Agreement. The Amended and Restated Credit Agreement further provides that such commitment fee for the period from the Closing Date until Lawson’s delivery of its financial statements and compliance certificate for the first full quarter ending after the Closing Date shall accrue at a rate of 0.3% per annum.

In addition, the Amended and Restated Credit Agreement provides that the delayed draw term loan facility shall accrue a ticking fee at a rate ranging from 0.15% to 0.35% 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 and Restated Credit Agreement, and that such ticking fee shall be payable during the period from the Closing Date to the date on which the lenders’ delayed draw term loan facility commitments terminate. The Amended and Restated Credit Agreement further provides that the ticking fee for the period from the Closing Date until the Company’s delivery of its financial statements and compliance certificate for the first full quarter after the Closing Date shall accrue at a rate of 0.3% per annum. The fees outlined above are reported as interest expense and vary depending on the total net leverage ratio as defined in the Amended and Restated Credit Agreement. Fees from the Closing Date through June 30, 2022 were $0.1 million.

In connection with the Amended and Restated Credit Agreement, deferred financing costs of $4.0 million were incurred. Deferred financing costs are amortized over the life of the debt instrument and reported as interest expense. As of June 30, 2022, deferred financing costs net of accumulated amortization were $9.2 million of which $5.7 million are included in Long-term debt, less current portion, net (related to the senior secured term loan and senior secured delayed draw term loan) and $3.5 million are included in Other assets (related to the senior secured revolving credit facility) in the Unaudited Condensed Consolidated Balance Sheets.

Each of the loans under the Amended and Restated Credit Agreement mature on April 1, 2027, at which time all outstanding loans, together with all accrued and unpaid interest, must be repaid and the revolving credit facility commitments will terminate. The Company is required to repay principal on the term loans each quarter in the following amounts (subject to potential adjustment): (i) $3,125,000, in the case of the initial term loan facility, and (ii) an amount equal to 1.25% of the funded delayed draw term loan facility, in the case of the delayed draw term loan facility. The Company is also required to prepay the term loans with the net cash proceeds from any disposition of certain assets (subject to reinvestment rights) or from the incurrence of any unpermitted debt. The Company may borrow, repay and reborrow the revolving loans until April 1, 2027, prepay any of the term loans, and terminate any of the commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions and the reimbursement of certain lender costs in the case of prepayments of certain types of loans.

Subject to certain exceptions as set forth in the Amended and Restated Credit Agreement, the obligations of the Company and its U.S. subsidiaries under the Amended and Restated Credit Agreement are guaranteed by the Company and certain of the Company’s U.S. subsidiaries and the obligations of each of the Company’s Canadian subsidiaries under the Amended and Restated Credit Agreement are guaranteed by the Company and certain of its U.S. and Canadian subsidiaries.

Subject to certain exceptions as set forth in the Amended and Restated Credit Agreement, the obligations under the Amended and Restated Credit Agreement are secured by a first priority security interest in and lien on substantially all assets of the Company, each other borrower and each guarantor.

The Amended and Restated Credit Agreement contains various affirmative covenants, including financial maintenance covenants requiring the Company to maintain compliance with a consolidated minimum interest coverage ratio and a maximum total net leverage ratio, each determined in accordance with the terms of the Amended and Restated Credit Agreement.

The Company was in compliance with all financial covenants as of June 30, 2022.

The Amended and Restated Credit Agreement contains various events of default (subject to exceptions, thresholds and grace periods as set forth in the Amended and Restated Credit Agreement). Under certain circumstances, a default interest rate will apply on all obligations at a rate equal to 2.0% per annum above the applicable interest rate.

Previous Credit Agreements

Gexpro Services - January 3, 2022 Gexpro Services Credit Agreement

On January 3, 2022, prior to the Gexpro Services Merger, Gexpro Services entered into a credit agreement ("2022 Gexpro Services Credit Agreement") with a financial institution under which Gexpro Services obtained an initial $137 million term loan ("2022 Gexpro Services Term Loan"), a $25 million revolving line of credit ("2022 Gexpro Services Revolver") and a delayed $83 million term loan ("2022 Gexpro Services Delayed Term Loan"), together the "2022 Gexpro Services Facilities". The proceeds of the 2022 Gexpro Services Term Loan and 2022 Gexpro Services Delayed Term Loan were used to fund the Resolux acquisition, repay all borrowings under the 2020 Gexpro Services Credit Agreement (as defined below) and seller’s promissory note from SIS acquisition (refer to Note 3 - Business Acquisitions for further details of these acquisitions). In connection with the 2022 Gexpro Services Credit Agreement, deferred financing costs of $7.4 million were incurred.

Gexpro Services - February 24, 2020 Gexpro Services Term Loan Credit Agreement

On February 24, 2020, Gexpro Services entered into a credit agreement ("2020 Gexpro Services Term Loan Credit Agreement") with a financial institution under which Gexpro Services obtained a $60 million term loan ("2020 Gexpro Services Term Loan"). Also on February 24, 2020, Gexpro Services entered into a credit agreement ("2020 Gexpro Services Revolver Credit Agreement" and together with the 2020 Gexpro Services Term Loan Credit Agreement, "2020 Gexpro Services Credit Agreements") with a financial institution under which Gexpro Services obtained a $15 million revolving line of credit ("2020 Gexpro Services Revolver"). Availability of the 2020 Gexpro Services Revolver was reduced by issued and outstanding letters of credit, which were limited to $38.5 million. There were $0.7 million outstanding letters of credit as of December 31, 2021 and $37.7 million outstanding on the 2020 Gexpro Services Revolver. A loss on debt extinguishment of $0.6 million was recorded on January 3, 2022 in connection with the January 3, 2022 Gexpro Services Credit Agreements.

TestEquity - 2017 TestEquity Credit Agreement

On April 28, 2017, TestEquity entered into a credit agreement ("2017 TestEquity Credit Agreement") with a financial institution under which TestEquity obtained a $101 million term loan ("2017 TestEquity Term Loan") and a $15.0 million

revolving line of credit ("2017 TestEquity Revolver"). Availability of the 2017 TestEquity Revolver was reduced by issued and outstanding letters of credit, which were limited to $2.0 million. There were $0.0 million outstanding letters of credit as of December 31, 2021 and $1.0 million outstanding on the revolving line of credit. A loss on debt extinguishment of $0.2 million was recorded on April 1, 2022 in connection with the April 1, 2022 Amended and Restated Credit Agreement executed in connection with the consummation of the Mergers.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Stock-Based Compensation	6 Months Ended
Stock-Based Compensation	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation The Company recorded stock-based compensation expense of $4.0 million and $4.0 million for the three and six months ended June 30, 2022, respectively. A portion of stock-based compensation related to the change in the market value of the Company's common stock. A stock-based compensation liability of $11.0 million as of June 30, 2022 and $0.0 million as of December 31, 2021 was included in Accrued expenses and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. Equity Compensation Plans The Company's Amended and Restated 2009 Equity Compensation Plan (“Equity Plan”) provides for the grant of nonqualified and incentive stock options, stock awards and stock units to officers and employees of the Company. The Equity Plan also provides for the grant of option rights and restricted stock to non-employee directors. As of June 30, 2022, the Company had approximately 164,000 shares of common stock still available under the Equity Plan. Non-employee directors are limited to grants of no more than 20,000 shares of common stock in any calendar year and other than non-employee directors are limited to grants of no more than 125,000 shares of common stock in any calendar year. The Equity Plan is administered by the Compensation Committee of the Board of Directors, or its designee, which as administrator of the plan, has the authority to select plan participants, grant awards, and determine the terms and conditions of the awards. The Company also has a Stock Performance Rights Plan (“SPR Plan”) that provides for the issuance of Stock Performance Rights (“SPRs”) that allow non-employee directors, officers and key employees to receive cash awards, subject to certain restrictions, equal to the appreciation of the Company's common stock. The SPR Plan is administered by the Compensation Committee of the Board of Directors. Stock Performance Rights SPRs entitle the recipient to receive a cash payment equal to the excess of the market value of the Company's common stock over the SPR exercise price when the SPRs are surrendered. Expense, equal to the fair market value of the SPR at the date of grant and remeasured each reporting period, is recorded ratably over the vesting period. Compensation expense is included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The outstanding SPRs were granted with approximately a seven year life and vest over one to three years beginning on the first anniversary of the date of the grant. The SPRs are liability classified and included in Accrued expenses and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. Restricted Stock Awards Restricted stock awards ("RSAs") generally vest over a one to three years period beginning on the first anniversary of the date of the grant. Upon vesting, the vested restricted stock awards are exchanged for an equal number of the Company’s common stock. The participants have no voting or dividend rights with the restricted stock awards. The restricted stock awards are valued at the closing price of the common stock on the date of grant and the expense is recorded ratably over the vesting period. Market Stock Units Market Stock Units ("MSUs") are exchangeable for between 0% to 150% of the Company's common shares at the end of the vesting period based on the trailing 60 day average closing price of the Company's common stock. The value of the MSUs is determined using a geometric brownian motion model that, based on certain variables, generates a large number of random trials simulating the price of the common stock over the measurement period. Stock Options In April 2022, the Company issued 242,000 stock options to key employees that vest through the fifth anniversary from the grant date. The fair value was determined using a Black-Scholes valuation model with a grant date fair value of $2.2 million. Each stock option can be exchanged for one share of the Company’s common stock at the stated exercise price. Upon vesting, stock options are recognized as a component of equity. Unrecognized compensation related to stock options as of June 30, 2022 was $2.1 million. Performance Awards Performance Awards ("PAs") are exchangeable for between 0% to 150% of the Company's common shares, or the equivalent amount in cash, based upon the achievement of certain financial performance metrics at the end of the vesting period. The PAs are liability classified and included in Accrued expenses and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. Except for the stock options above, no additional stock-based awards were issued during the six months ended June 30, 2022.

Earnings Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

As a result of the Mergers discussed in Note 1 - Nature of Operations and Basis of Presentation, all historical per share data and number of shares and numbers of equity awards were retroactively adjusted. The following table provides the computation of basic and diluted earnings per share:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2022		2021		2022		2021

Basic income per share:
Net (loss) income	$	(4,715)	$	461	$	(7,252)	$	(1,429)
Basic weighted average shares outstanding	20,343,028		10,251,827		15,347,943		10,246,383
Basic (loss) income per share of common stock	$	(0.23)	$	0.04	$	(0.47)	$	(0.14)

Diluted income per share:
Net (loss) income	$	(4,715)	$	461	$	(7,252)	$	(1,429)
Basic weighted average shares outstanding	20,343,028		10,251,827		15,347,943		10,246,383
Effect of dilutive securities	—		306		—		—





Diluted weighted average shares outstanding	20,343,028		10,558,275		15,347,943		10,246,383
Diluted (loss) income per share of common stock	$	(0.23)	$	0.04	$	(0.47)	$	(0.14)
Anti-dilutive securities excluded from the calculation of diluted income per share	464,068		—		359,358		304,178

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recorded income tax benefit of $3.6 million, a 43.4% effective tax rate for the three months ended June 30, 2022. Income tax expense of $0.6 million, a 54.8% effective tax rate was recorded for the three months ended June 30, 2021. The effective tax rate for the three months ended June 30, 2022 was higher than the U.S. statutory rate primarily due to state taxes, foreign operations, as well as transaction costs and other permanent items. The Company recorded income tax benefit of $4.6 million, a 38.6% effective tax rate for the six months ended June 30, 2022. Income tax expense of $0.4 million, a 37.5% effective tax rate, was recorded for the six months ended June 30, 2021. The change in the year over year effective tax rate was primarily due to the changes in the valuation allowance in the six months ended June 30, 2021, merger costs incurred in the six months ended June 30, 2022, and the creation of a consolidated group for federal income tax purposes as a result of the completion of the Mergers referenced in Note 3 - Business Acquisitions. Relative to the U.S. statutory rate, the effective tax rate for the six months ended June 30, 2022 was impacted by state taxes, foreign operations, and the expiration of uncertain tax positions, as well as liabilities and transaction expenses related to the Mergers, and discrete tax items related to changes in the uncertain tax positions and prior period true-ups as a result of the completed Mergers. The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax of multiple state and foreign jurisdictions. As of June 30, 2022, the Company is subject to U.S. federal income tax examinations for the years 2018 through 2020 and income tax examinations from various other jurisdictions for the years 2015 through 2021. Earnings from the Company’s foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise may subject the Company to foreign withholding taxes and U.S. federal and state taxes.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Shareholder lawsuits Between January 25, 2022 and March 7, 2022, seven lawsuits were filed in federal district courts against DSG, the members of the DSG board of directors and, in some cases, the TestEquity Equityholder, TestEquity, Merger Sub 1, the Gexpro Services Stockholder, Gexpro Services and Merger Sub 2 in connection with the Mergers. Between February 24, 2022 and April 28, 2022, all of these lawsuits were voluntarily dismissed by the respective plaintiffs. The plaintiffs in these lawsuits have made a demand to DSG for payment of attorneys’ fees and expenses in connection with these lawsuits. In addition, on each of February 2, 2022, February 14, 2022 and February 15, 2022, purported DSG stockholders made demands pursuant to Section 220 of the Delaware General Corporation Law to inspect certain books and records of DSG (collectively, the “Books and Records Demands”). One stated purpose of the Books and Records Demands is to investigate questions of director disinterestedness and independence and the alleged possibility of wrongdoing, mismanagement and/or material non-disclosure related to the Special Committee’s and the DSG board of directors’ approval of the Mergers. In addition, on March 16, 2022, one of the purported DSG stockholders who previously made a Books and Records Demand filed a lawsuit entitled Robert Garfield v. Lawson Products, Inc., Case No. 2022-0252, in the Court of Chancery of the State of Delaware against DSG (the “Garfield Action”). On March 22, 2022, another of the purported DSG stockholders who previously made a Books and Records Demand filed a lawsuit entitled Jeffrey Edelman v. Lawson Products, Inc., Case No. 2022-0270, in the Court of Chancery of the State of Delaware against DSG (the “Edelman Action”). The Garfield Action and the Edelman Action are collectively referred to as the “Books and Records Actions.” The Books and Records Actions seek to compel inspection of certain books and records of DSG to investigate questions of director disinterestedness and independence and the alleged possibility of wrongdoing, mismanagement and/or material non-disclosure related to the Special Committee’s and the DSG board of directors’ approval of the Mergers. Pursuant to a stipulation approved by the Delaware Court of Chancery on March 24, 2022, the Books and Records Actions were held in abeyance until May 23, 2022. Following the parties’ inability to reach a resolution of the Books and Records Actions, the Delaware Court of Chancery scheduled briefing followed by a trial on July 14, 2022 to adjudicate the Books and Records Actions. At the conclusion of the trial, the Court ruled orally that the stockholders’ demands would be granted only in one respect (production of documents sufficient to show the identities of any guarantors of debt of the acquired companies) and the Court denied the remainder of the stockholders’ requests. The Court’s ruling was memorialized in an order issued on July 20, 2022. DSG and the members of its board of directors disagree with and intend to vigorously defend against the Books and Records Actions and any other claim, if asserted, arising from the Books and Records Demands. Due to the inherent uncertainties of these matters, DSG is not able to predict either the outcome of these matters on its business, financial condition and results of operations, or a range of reasonably possible losses, if any, at this time. Accordingly, no amounts have been recorded in the condensed consolidated financial statements for these matters. Environmental matter In 2012, it was determined a Company owned site in Decatur, Alabama, contained hazardous substances in the soil and groundwater as a result of historical operations prior to the Company's ownership. The Company retained an environmental consulting firm to further investigate the contamination, prepare a remediation plan, and enroll the site in the Alabama Department of Environmental Management (“ADEM”) voluntary cleanup program. A remediation plan was approved by ADEM in 2018. The plan consists of chemical injections throughout the affected area, as well as subsequent monitoring of the area. The injection process was completed in the first quarter of 2019 and the environmental consulting firm is monitoring the affected area. At June 30, 2022 the Company had less than $0.1 million accrued for potential monitoring costs. The costs for future monitoring are not significant and have been fully accrued. The Company does not expect to capitalize any amounts related to the remediation plan.

Related Party Transaction	6 Months Ended
Related Party Transaction	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transaction	Related Party Transactions Management Services Agreements Prior to the Mergers, a subsidiary of TestEquity was party to a management agreement with Luther King Capital Management Corporation (“LKCM”) for certain advisory and consulting services (the “TestEquity Management Agreement”), and a subsidiary of Gexpro Services was party to a management agreement with LKCM for certain advisory and consulting services (the “Gexpro Services Management Agreement”). In connection with the closing of the Mergers on April 1, 2022, (i) all of the TestEquity subsidiary’s rights, liabilities and obligations under the TestEquity Management Agreement were novated to, transferred to and assumed by the TestEquity Equityholder, and LKCM released the TestEquity subsidiary from all obligations and claims under the TestEquity Management Agreement, and (ii) all of the Gexpro Services subsidiary’s rights, liabilities and obligations under the Gexpro Services Management Agreement were novated to, transferred to and assumed by the Gexpro Services Stockholder, and LKCM released the Gexpro Services subsidiary from all obligations and claims under the Gexpro Services Management Agreement (collectively, the “Novations”). During the first six months of 2022, expense of $0.5 million was recorded within Selling, general and administrative expenses within the Unaudited Condensed Consolidated Statements of Income and Comprehensive (Loss) Income, reflecting expenses accrued under these management agreements from January 1, 2022 through the April 1, 2022 Merger Date. As of December 31, 2021, $4.8 million was included in Accrued expenses and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets in connection with these management agreements. During the first three months of 2022, expense of $0.5 million was recorded under these management agreements. As of April 1, 2022, the prior obligation of $5.3 million was effectively settled and considered to be a deemed equity contribution by LKCM recorded to additional paid in capital. As a result of the Novations, no additional expense under these management agreements has been incurred subsequent to the Mergers. TestEquity and Gexpro Services Mergers Immediately prior to the Mergers, entities affiliated with Luther King Capital Management Corporation (“LKCM”) and J. Bryan King (the Chairman of the DSG board of directors), including private investment partnerships for which LKCM serves as investment manager, owned a majority of the ownership interests in the TestEquity Equityholder (which in turn owned all of the outstanding equity interests of TestEquity as of immediately prior to the completion of the TestEquity Merger). As of the Merger Date, Mr. King was a director of the TestEquity Equityholder. In addition, as of the Merger Date, Mark F. Moon (a member of the DSG board of directors) was a director of, and held a direct or indirect equity interest in, the TestEquity Equityholder. Immediately prior to the Mergers, entities affiliated with LKCM and Mr. King, including private investment partnerships for which LKCM serves as investment manager, owned a majority of the ownership interests in the Gexpro Services Stockholder (which in turn owned all of the then outstanding stock of Gexpro Services). Immediately prior to the Mergers, entities affiliated with LKCM and Mr. King owned approximately 48% of the shares of DSG common then stock outstanding. As a result of and after the consummation of the Mergers, entities affiliated with LKCM and J. Bryan King (the Chairman of the DSG board of directors) owned in the aggregate approximately 14,640,000 shares of DSG common stock as of the Merger Date, which shares represented approximately 75% of the shares of DSG common stock then outstanding after giving effect to the issuance of shares as of the Merger Date in connection with the consummation of the Mergers. Such aggregate share amount does not include any of the up to 700,000 additional shares of DSG common stock or any of the up to 1,000,000 additional shares of DSG common stock potentially issuable to the TestEquity Equityholder and the Gexpro Services Stockholder, respectively, in accordance with the earnout provisions of the TestEquity Merger Agreement and the Gexpro Services Merger Agreement, respectively, summarized in Note 1 - Nature of Operations and Basis of Presentation.

Segment Information

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Segment Information

As a result of the Mergers described in Note 1 - Nature of Operations and Basis of Presentation, the Company evaluated its operational, reporting and management structures and identified three reportable segments based on the nature of the products and services and type of customer for those products and services. A description of our reportable segments is as follows:

•Lawson is a distributor of specialty products and services to the industrial, commercial, institutional and government maintenance, repair and operations market.

•TestEquity is a distributor of test and measurement equipment and solutions, electronic production supplies, and tool kits from its leading manufacturer partners supporting the technology, aerospace, defense, automotive, electronics, education, and medical industries.

•Gexpro Services is a global supply chain solutions provider, specializing in developing and implementing vendor managed inventory and kitting programs to high-specification manufacturing customers.

In addition to these three reportable segments, the Company also identified an “All Other” category which includes unallocated DSG holding company costs that are not directly attributable to the ongoing operating activities of our reportable segments and the inconsequential results of the Bolt Supply House ("Bolt") non-reportable segment. Revenues within the All Other category represent the results of Bolt. Bolt generates revenue primarily from the sale of MRO products to its walk-up customers and service to its customers through their 14 branch locations. Bolt Supply does not provide VMI services for its customers or provide services in addition to product sales to customers. Revenue is recognized at the time that control of the product has been transferred to the customer which is either upon delivery or shipment depending on the terms of the contract.

Financial information for the Company's reportable segments is presented below. Asset information by operating segment is not presented below since the chief operating decision maker does not review this information by segment.



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue
Lawson (1)	$	107,334	$	—	$	107,334	$	—
TestEquity	97,874		67,856		170,276		133,631
Gexpro Services	99,792		66,296		181,475		125,348
All Other	16,336		—		16,336		—
Total revenue	$	321,336	$	134,152	$	475,421	$	258,979








Operating Income
Lawson (1)	$	(2,562)	$	—	$	(2,562)	$	—
TestEquity	471		3		(133)		(1,362)
Gexpro Services	5,390		5,465		8,982		9,083
All Other	814		—		814		—
Total operating income	$	4,113	$	5,468	$	7,101	$	7,721

(1)Includes the operating results of Lawson only subsequent to the Merger Date of April 1, 2022 and not Lawson operating results prior to the Mergers.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	The Mergers were accounted for as a reverse merger under the acquisition method of accounting in accordance with the accounting guidance for reverse acquisitions as provided in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Under this guidance, TestEquity and Gexpro Services were treated as a combined entity as the accounting acquirer for financial reporting purposes, and DSG was identified as the accounting acquiree. This determination was primarily made as TestEquity and Gexpro Services were under the common control of an entity that owns a majority of the voting rights of the combined entity, and therefore, only DSG experienced a change in control. Accordingly, the unaudited condensed consolidated financial statements as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021 reflect the results of operations and financial position of TestEquity and Gexpro Services on a consolidated basis, and the results of operations of DSG's legacy Lawson business are only included subsequent to the April 1, 2022 Merger Date.
Basis of Accounting	The accompanying unaudited condensed consolidated financial statements of DSG have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all disclosures required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the TestEquity Acquisition, LLC and 301 HW Opus Holdings, Inc. audited consolidated financial statements and accompanying notes included in the Company's Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission ("SEC") on June 15, 2022, and the Lawson Products, Inc. audited consolidated financial statements and accompanying notes included in DSG's Annual Report on Form 10-K filed for the year ended December 31, 2021. A
Revenue Recognition	Revenue Recognition — The majority of the Company’s revenue is generated through the sale of a broad range of specialized products and components, with revenue recognized upon transfer of control, title and risk of loss, which is generally upon shipment. VMI service revenue represents less than 5% of total revenue and is recognized as the services are performed. The Company offers VMI services only in conjunction with product sales. The Company does not bill product sales and services separately. A portion of selling expenses is allocated to cost of sales for reporting purposes based upon the estimated time spent on such services. A portion of service revenue and cost of service is deferred, as not all services are performed in the same period as billed. The Company includes shipping costs billed to customers in revenue and the related shipping costs in cost of goods and services. The Company accrues for returns based on historical evidence of return rates. The Company has adopted the practical expedient within ASC 340 to recognize incremental costs to obtain a contract, primarily employee related costs, as expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company also operates as a lessor and recognizes lease revenue on a straight-line basis over the life of each lease. The Company has adopted the practical expedient not to separate the non-lease components that would be within the scope of ASC 606 from the associated lease component as the relevant criteria under ASC 842 are met. The Lawson segment has two distinct performance obligations offered to its customers: a product performance obligation and a service performance obligation, and accordingly, two separate revenue streams. Although Lawson has identified that it offers its customers both a product and a service obligation, the customer only receives one invoice per transaction with no price allocation between these obligations. Lawson does not price its offerings based on any allocation between these obligations. Lawson generates revenue primarily from the sale of MRO products to its customers. Revenue related to product sales is recognized at the time that control of the product has been transferred to the customer; either at the time the product is shipped or the time the product has been received by the customer. Lawson does not commit to long-term contracts to sell customers a certain minimum quantity of products. Lawson offers a VMI service proposition to its customers. A portion of these services, primarily related to stocking of product and maintenance of the MRO inventory, is provided over a short period of time after control of the purchased product has been transferred to the customer. Since certain obligations pursuant to the VMI service agreement have not been provided at the time the control of the product transfers to the customer, that portion of expected consideration is deferred until the time that those services have been provided and the related performance obligations have been satisfied. Gexpro Services Segment Gexpro Services’ contracts with customers generally represent a single performance obligation to sell its products. Revenue from sales of Gexpro Services’ products are recognized upon transfer of control to the customer, which is typically when the product has been shipped from its distribution facilities. The transaction price is the amount of consideration to which Gexpro Services 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. Gexpro Services’ products are marketed and sold primarily to original equipment manufacturers globally. Sales of products are subject to economic conditions and may fluctuate based on changes in the industry, trade policies and financial markets. 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. TestEquity Segment TestEquity’s contracts with customers generally represent a single performance obligation to sell its products. Revenues from contracts with customers reflect the transaction prices for contracts reduced by variable consideration. TestEquity 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-value method considering all reasonably available information, including TestEquity’s historical experience and current expectations, and is reflected in the transaction price when sales are recorded. Sales returns are generally accepted by TestEquity, however, sales returns are not material to the Company’s operations. TestEquity provides an assurance type warranty which is not sold separately and does not represent a separate performance obligation. Contractual rebate obligations were $0.1 million at June 30, 2022, and are expected to be paid or expire in their entirety during fiscal year ended December 31, 2022. TestEquity generates revenue from contracts with customers through the sale of new and used electronic test and measurement products. Typically, TestEquity has a purchase order or master service agreement with the customer that specifies the goods and/or services to be provided. TestEquity 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. For the majority of transactions, TestEquity recognizes revenue at the time of shipment, when control passes to the customer. For consigned inventory, revenue is recognized when inventory is removed from TestEquity’s stock location and control passes to the customer.
Cash Equivalents	Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amount of the Company’s cash equivalents at June 30, 2022 and December 31, 2021 approximates fair value.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts — The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, substantial down-grading of credit ratings), a specific reserve for bad debts is recorded against amounts due to reduce the receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes reserves for bad debts based on the Company’s historical experience of bad debt write-offs as a percent of accounts receivable outstanding. If circumstances change (e.g., higher than expected defaults or an unexpected material adverse change in a major customer's ability to meet its financial obligations), the estimates of the recoverability of amounts due the Company could be revised.
Inventories	Inventories — Inventories principally consist of finished goods stated at the lower of cost or net realizable value using the first-in-first-out method for the Lawson and TestEquity segments and weighted average for the Gexpro Services segment. To reduce the cost basis of inventory to a lower of cost or net realizable value, a reserve is recorded for slow-moving and obsolete inventory based on historical experience and monitoring of current inventory activity. Estimates are used to determine the necessity of recording these reserves based on periodic detailed analysis using both qualitative and quantitative factors. As part of this analysis, the Company considers several factors including the inventories length of time on hand, historical sales, product shelf life, product life cycle, product category and product obsolescence.
Property, Plant and Equipment	Property, Plant and Equipment — Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed primarily by the straight-line method for buildings, machinery and equipment, furniture and fixtures and vehicles. The Company estimates useful lives of 10 to 40 years for buildings and improvements, the shorter of the useful life of the assets or term of the underlying leases for leasehold improvements, and 2 to 10 years for machinery and equipment, furniture and fixtures and vehicles. Capitalized software is amortized over estimated useful lives of 3 to 5 years using the straight-line method. The costs of repairs, maintenance and minor renewals are charged to expense as incurred. Amortization of financing and capital leases is included in depreciation expense. When property, plant and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in the income from operations. Rental Equipment — Rental equipment is stated at cost less accumulated depreciation and amortization. Expense is computed primarily by the straight-line method over an estimated useful life of 3 to 7 years. Upon sale or retirement of such assets, the related cost and accumulated depreciation are removed from the Unaudited Condensed Consolidated Balance Sheet, and gains or losses are reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The costs of repairs, maintenance and minor renewals are charged to expense as incurred. When rental equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the Unaudited Condensed Consolidated Balance Sheet and any gain or loss is included in the income from operations.
Cash Value of Life Insurance	Cash Value of Life Insurance — The Company invests funds in life insurance policies for certain current and former employees. The cash surrender value of the policies is invested in various investment instruments and is recorded as an asset on our Unaudited Condensed Consolidated Balance Sheets. The Company records these policies at their contractual value. The change in the cash surrender value of the life insurance policies, which is recorded as a component of General and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, is the change in the policies' contractual values.
Deferred Compensation	Deferred Compensation — The Company’s Executive Deferral Plan (“Deferral Plan”) allows certain executives to defer payment of a portion of their earned compensation. The deferred compensation is recorded in an account balance, which is a bookkeeping entry made by the Company to measure the amount due to the participant. The account balance is equal to the participant’s deferred compensation, adjusted for increases and/or decreases in the amount that the participant has designated to one or more bookkeeping portfolios that track the performance of certain mutual funds. The Company adjusts the deferred compensation liability to equal the contractual value of the participants’ account balances. These adjustments are the changes in contractual value of the individual plans and are recorded as a component of General and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Stock-Based Compensation	Stock-Based Compensation — Compensation based on the share value of the Company’s common stock is valued at its fair value at the grant date and the expense is recognized over the vesting period. Fair value is re-measured each reporting period for liability-classified awards that may be redeemable in cash. The Company accounts for forfeitures of stock-based compensation in the period in which they occur.
Goodwill	Goodwill — The Company had $355.4 million of goodwill at June 30, 2022 and $106.1 million of goodwill at December 31, 2021. Goodwill represents the cost of business acquisitions in excess of the fair value of identifiable net tangible and intangible assets acquired. The Company reviews goodwill for potential impairment annually on October 1st, or when an event or other circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. The first step in the multi-step process to determine if goodwill has been impaired and to what degree is to review the relevant qualitative factors that could cause the fair value of the reporting unit to decrease below the carrying value of the reporting unit. The Company considers factors such as macroeconomic, industry and market conditions, cost factors, overall financial performance and other relevant factors that would affect the individual reporting units. If the Company determines that it is more likely than not that the fair value of the reporting unit is greater than the carrying value of the reporting unit, then no further impairment testing is needed. If the Company determines that it is more likely than not that the carrying value of the reporting unit is greater than the fair value of the reporting unit, the Company will move to the next step in the process. The Company will estimate the fair value of the reporting unit and compare it to the reporting unit's carrying value. If the carrying value of the reporting unit exceeds its fair value, the Company will record an impairment of goodwill equal to the amount the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill previously recognized.
Intangible Assets	Intangible Assets — The Company's intangible assets primarily consist of trade names and customer relationships. Intangible assets are amortized over a weighted average of 8 to 15 year and 9 to 20 year estimated useful lives for trade names and customer relationships, respectively. The Company amortizes trade name intangible assets on a straight-line basis and customer relationship intangible assets on a basis consistent with their estimated economic benefit.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets — The Company reviews its long-lived assets, including property, plant and equipment and definite life intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. Recoverability is measured by a comparison of the assets carrying amount to their expected future undiscounted net cash flows. If such assets are considered to be impaired, the impairment to be recognized is measured based on the amount by which the carrying amount of the asset exceeds its fair value. No impairments occurred in the first six months of 2022 or during the year ended December 31, 2021.
Income Taxes	Income Taxes — Deferred tax assets or liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not (i.e. greater than 50% likely) that some or all of the deferred tax assets will not be realized. The determination of the amount of a valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, (3) the impact of tax planning strategies and (4) the ability to carry back deferred tax assets to offset prior taxable income. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs. Additionally, valuation allowances related to deferred tax assets can be impacted by changes to tax laws. Significant judgment is required in determining income tax provisions as well as deferred tax asset and liability balances, including the estimation of valuation allowances and the evaluation of uncertain tax positions. Earnings from the Company's foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise would subject the Company to foreign withholding taxes and may subject the Company to U.S. federal and state taxes. The Company recognizes the benefit of tax positions when a benefit is more likely than not (i.e., greater than 50% likely) to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of Income tax expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Leases	Leases — Leases are categorized as either operating or financing leases at commencement of the lease. For both classes of leases, a Right Of Use ("ROU") asset and corresponding lease liability are recognized at commencement of the lease. Operating leases consist of the Company headquarters, distribution and service centers, and Bolt branches. Financing leases consist of equipment such as forklifts and copiers. The value of the lease assets and liabilities are the present value of the total cash payments for each lease. The Company uses its incremental borrowing rate to discount the total cash payments to present value for each lease. The Company reviews each lease to determine if there is a more appropriate discount rate to apply. Upon commencement of the lease, rent expense is recognized on a straight line basis for each operating lease. Each financing lease ROU asset is amortized on a straight line basis over the lease period. TestEquity and the Lawson Partsmaster business have equipment leasing programs for customers. These leases are classified as operating leases. The leased equipment is recognized in Rental equipment, net in the Unaudited Condensed Consolidated Balance Sheets and the leasing revenue is recognized on a straight line basis.
Earnings Per Share	Earnings per Share — Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares of common stock and, if dilutive, common stock equivalents outstanding during the period. Diluted earnings per share reflect the potential dilution from the exercise or conversion of outstanding performance awards, stock options, market stock units and restricted stock awards into common stock. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. Contingently issuable shares are considered outstanding common shares and included in basic EPS as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted EPS, the contingently issuable shares should be included in the denominator of the diluted EPS calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. For the reverse acquisition period prior to April 1, 2022, the Company calculates the basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements by dividing the income of the accounting acquirer attributable to common shareholders in each of those periods by the accounting acquirer’s historical weighted-average number of common shares outstanding. The Company calculates the weighted-average number of common shares outstanding (the denominator of the EPS calculation), including the equity interests issued by the legal acquirer to effect the reverse acquisition, as; the number of common shares outstanding from the beginning of that period to the acquisition date computed on the basis of the weighted-average number of common shares of the accounting acquirer outstanding during the period multiplied by an exchange ratio derived from the shares exchanged at the Merger Date. For the three and six months ended June 30, 2022 no options to purchase shares of common stock were excluded from the computation of diluted earnings per share because none of the options were in the money.
Foreign Currency	Foreign Currency — The accounts of foreign subsidiaries are measured using the local currency as the functional currency. All balance sheet amounts are translated into U.S. dollars using the exchange rates in effect at the applicable period end. Components of income or loss are translated using the average exchange rate for each reporting period. Gains and losses resulting from changes in the exchange rates from translation of the subsidiary accounts in local currency to U.S. dollars are reported as a component of Accumulated other comprehensive income or loss in the Unaudited Condensed Consolidated Balance Sheets. Gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency are included as a component of net income or loss upon settlement of the transaction. Gains and losses resulting from foreign intercompany transactions are included as a component of net income or loss each reporting period unless the transactions are of a long-term-investment nature and settlement is not planned or anticipated in the foreseeable future, in which case the gains and losses are recorded as a component of Accumulated other comprehensive income or loss in the Unaudited Condensed Consolidated Balance Sheets.
Treasury Stock	Treasury Stock — The Company repurchased 2,756 of its common stock in 2022 from employees upon the vesting of restricted stock to offset the income taxes owed by those employees. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity.
Segment Information	Segment Information — The Financial Accounting Standards Board ("FASB") ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision-maker (“CODM”) is the Chief Executive Officer of DSG. The CODM reviews the financial performance and the results of operations of the segments when making decisions about allocating resources and assessing performance of the Company. The Company has determined it has four operating segments: (i) Lawson, (ii) Gexpro Services, (iii) TestEquity and (iv) All Other. The Company’s three reportable segments include (i) Lawson, (ii) Gexpro Services and (iii) TestEquity. The Company’s CODM reviews the operating results of these reportable segments for the purpose of allocating resources and evaluating financial performance. There are no intersegment revenues. The reporting segments follow the same accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements. Please see Note 19 - Segment Information for further details.
Acquisitions	Acquisitions — The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.
Fair Value Measurements	Fair Value Measurements — The Company applies the guidance in ASC 820, Fair Value Measurements to account for financial assets and liabilities measured on a recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices for identical assets and liabilities in active markets. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on management's best estimate of fair value and that are significant to the fair value of the asset or liability The carrying amount of accounts receivable, accounts payable, accrued expenses and other working capital balances are considered a reasonable estimate of their fair value due to the short-term maturity of these instruments. The carrying amount of debt is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s earnout derivative liability is recorded at fair value on a recurring basis and was estimated using Level 3 inputs.
Earnout Liability	Earnout Derivative Liability — The Company recorded an earnout derivative liability for the future contingent equity shares related to the TestEquity Holdback Shares and the Gexpro Services Holdback Shares provisions within the Merger Agreements. The contingently issuable shares are not indexed to the common stock of the Company and, therefore, are accounted for as liability classified instruments in accordance with ASC 815-40, Contracts in Entity’s Own Equity, as the events that determine the number of contingently issuable shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of the Company. The contingently issuable shares were initially measured at the Merger Date and are subsequently measured at each reporting date until settled, or when they meet the criteria for equity classification. Changes in the fair value of the earnout derivative liability are recorded as a component of Change in fair value of earnout derivative liability in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company reassesses the classification of these derivative liabilities for earnout arrangements each balance sheet date. If the contingencies are resolved for the issuable shares, the earnout derivative liability is reclassified from the liability to equity as of the date of the event that caused the contingencies were met. The earnout derivative liability is measured at fair value immediately prior to the reclassification to equity. If the earnout derivative liability is reclassified from a liability to equity, gains or losses recorded to account for the liability at fair value during the period that the contract was classified as a liability are not reversed. The contingently issuable shares are included in the denominator of the basic earnings per share calculation as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent). For diluted earnings per share, the contingently issuable shares are included in the denominator of the diluted earnings per share calculation as of the beginning of the interim period in which the conditions are satisfied and the earnout arrangements have been resolved. See Note 15 - Earnings Per Share for further information.
Recent Accounting Pronouncements	Recent Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the requirements for how an entity should measure credit losses on financial instruments. The pronouncement is effective for smaller reporting companies in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and the new guidance will be applied on a prospective basis. The Company is still evaluating the effect the adoption of the new standard will have on its financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The pronouncement is effective in fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company is still evaluating the effect the adoption of the new standard will have on its financial statements.
Use of Estimates	Use of Estimates — Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported for service revenue, service cost, allowance for doubtful accounts, inventory reserves, goodwill and intangible assets valuation, and income taxes in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

Business Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

Under the acquisition method of accounting, the estimated consideration exchanged was calculated as follows:



(in thousands, except share data)	April 1, 2022
Number of DSG common shares exchanged	9,120,167
DSG closing price per common stock on March 31, 2022	$	38.54
Fair value of shares exchanged	$	351,491

Other consideration(1)	1,910

Total consideration exchanged	$	353,401

(1)Fair value adjustment of stock-based compensation awards.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed as of the Merger Date is summarized as follows:


(in thousands)	Total
Current assets	$	148,308
Property, plant and equipment	57,053
Right of use assets	17,571
Other intangible assets	119,060
Deferred tax liability, net of deferred tax asset	(26,237)
Other assets	18,373
Current liabilities	(71,097)
Long-term obligations	(25,722)
Lease and financing obligations	(29,474)
Derivative earnout liability	(43,900)

Goodwill	189,466
Total consideration exchanged	$	353,401

The purchase consideration for each business acquired and the preliminary allocation of the consideration exchanged to the estimated fair values of assets acquired and liabilities assumed is summarized below:


(in thousands)	Interworld Highway LLC		Resolux		Frontier		National Test Equipment
Acquisition date	April 29, 2022		January 3, 2022		March 31, 2022		June 1, 2022		Total
Current assets	$	15,018	$	8,551	$	3,299	$	2,186	$	29,054
Property, plant and equipment	313		459		1,065		642		2,479
Right of use assets	—		1,125		9,218		—		10,343
Other intangible assets:
Customer relationships	6,369		11,400		10,000		1,830		29,599
Trade names	4,600		6,100		3,300		—		14,000

Other assets	10		1,745		—		—		1,755
Accounts payable	(8,856)		(3,058)		(1,359)		(2,268)		(15,541)

Accrued expenses and other liabilities	—		(939)		(1,067)		(1,169)		(3,175)
Lease obligation	—		(1,125)		(9,218)		—		(10,343)



Goodwill	37,236		6,498		10,439		5,971		60,144
Total purchase consideration exchanged, net of cash acquired	$	54,690	$	30,756	$	25,677	$	7,192	$	118,315


(in thousands)	Omni		NEF(1)		SIS		MCS
Acquisition date	June 8, 2021		November 1, 2021		December 31, 2021		July 31, 2021		Total
Current assets	$	2,259	$	17,882	$	3,541	$	6,521	$	30,203
Property, plant and equipment	600		589		125		—		1,314
Right of use assets	—		1,774		799		—		2,573
Other intangible assets:
Customer relationships	2,530		5,007		4,800		2,621		14,958
Trade names	200		2,503		1,500		41		4,244
Other intangible assets	9		—		380		—		389
Other assets	—		1,236		10		—		1,246
Accounts payable	(50)		(3,506)		(1,464)		(2,523)		(7,543)

Accrued expenses and other liabilities	—		(3,332)		—		(685)		(4,017)
Lease obligation	—		(1,774)		(799)				(2,573)



Goodwill	953		—		3,010		7,245		11,208
Gain on bargain purchase	—		(1,363)		—		—		(1,363)
Total purchase consideration exchanged, net of cash acquired	$	6,501	$	19,016	$	11,902	$	13,220	$	50,639

(1)The consideration exchanged in the NEF acquisition included a shared-based payment valued at $2.8 million with the remainder of the payment in cash.

Acquisition Pro Forma Information


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue	$	471,280	$	299,854	$	647,030	$	454,895


Net income	6,056		8,081		4,560		14,431


(in thousands)	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	Lawson		Other Acquisitions		Total		Lawson		Other Acquisitions		Total
Revenue	$	123,670	$	52,739	$	176,409	$	—	$	468	$	468
Net Income	$	3,084	$	5,316	$	8,400	$	—	$	(335)	$	(335)

	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Lawson		Other Acquisitions		Total		Lawson		Other Acquisitions		Total
Revenue	$	123,670	$	75,522	$	199,192	$	—	$	468	$	468
Net Income	$	3,084	$	8,285	$	11,369	$	—	$	(335)	$	(335)

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The preliminary allocation of consideration exchanged to other intangible assets acquired is as follows:


(in thousands)	Fair Value		Estimated Life (in years)
Customer relationships	$	76,050	19
Trade names	43,010		8
Total other intangible assets	$	119,060

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2022

Deferred Revenue Disclosure [Abstract]

Disaggregation of Revenue

Disaggregated revenue by geographic area (based on the location to which the product is shipped to):


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021

United States	$	261,071	$	120,020	$	386,327	$	233,420
Canada	36,372		4,145		46,169		7,789
Europe	9,889		2,517		17,971		3,517
Pacific Rim	5,585		3,367		10,624		6,435
Latin America	6,949		2,621		11,794		4,821
Other	1,470		1,482		2,536		2,997
Total revenue	$	321,336	$	134,152	$	475,421	$	258,979

Inventories (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Components of Inventories

Inventories, net, consisting of purchased goods and manufactured electronic equipment offered for resale, were as follows:



(in thousands)	June 30, 2022		December 31, 2021
Inventories, gross	$	259,900	$	140,544
Reserve for obsolete and excess inventory	(9,204)		(7,827)
Inventories, net	$	250,696	$	132,717

Changes in the reserve for obsolete and excess inventory were as follows:


(in thousands)	Amount
Balance at December 31, 2021	$	(7,827)
Additions charged to expense	(1,694)

Write-offs	317
Balance at June 30, 2022	$	(9,204)

Property, Plant, and Equipment (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Components of property, plant and equipment were as follows:



(in thousands)	June 30, 2022		December 31, 2021
Land	$	9,980	$	1,700
Buildings and improvements	27,254		2,930
Machinery and equipment	20,920		4,389
Capitalized software	7,529		3,407
Furniture and fixtures	7,336		2,700
Vehicles	1,465		798
Construction in progress	5,531		12
Total	80,015		15,936
Accumulated depreciation and amortization	(15,057)		(6,857)
Property, plant and equipment, net	$	64,958	$	9,079

Rental Equipment (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Disclosure of Rental Equipment

Rental equipment, net consisted of the following:



(in thousands)	June 30, 2022		December 31, 2021
Rental equipment	$	47,863	$	46,500
Accumulated depreciation	(21,755)		(21,773)
Rental equipment, net	$	26,108	$	24,727

Goodwill (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill by segment were as follows:



(in thousands)	Lawson		TestEquity		Gexpro Services		All Other		Total
Balance at December 31, 2021	$	—	$	70,112	$	36,033	$	—	$	106,145
Acquisitions	172,333		43,207		16,912		17,133		249,585
Impact of foreign exchange rates	—		—		—		(290)		(290)
Balance at June 30, 2022	$	172,333	$	113,319	$	52,945	$	16,843	$	355,440

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets Disclosure



	June 30, 2022						December 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names	$	93,355	$	(12,389)	$	80,966	$	36,304	$	(8,353)	$	27,951
Customer relationships	197,362		(40,524)		156,838		92,947		(29,269)		63,678
Other (1)	8,753		(3,631)		5,122		8,159		(3,180)		4,979
Total	$	299,470	$	(56,544)	$	242,926	$	137,410	$	(40,802)	$	96,608

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated aggregate amortization expense for the remaining year 2022 and each of the next five years are as follows:


(in thousands)	Amortization
Remaining 2022	$	17,074
2023	32,994
2024	33,335
2025	30,549
2026	28,134
2027	24,044
Thereafter	76,796
Total	$	242,926

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Net Lease Cost

The expenses generated by leasing activity for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):



		Three Months Ended June 30,				Six Months Ended June 30,
Lease Type	Classification	2022		2021		2022		2021

Operating Lease Expense (1)	Operating expenses	$	3,896	$	1,475	$	5,524	$	2,868
Financing Lease Amortization	Operating expenses	163		56		232		103
Financing Lease Interest	Interest expense	23		13		34		26
Financing Lease Expense		186		69		266		129
Net Lease Cost		$	4,082	$	1,544	$	5,790	$	2,997

(1) Includes short term lease expense, which is immaterial


Lease Type	Weighted Average Term in Years	Weighted Average Interest Rate

Operating Leases	6.2	7.0%
Financing Leases	3.9	6.4%

The cash outflows of leasing activity for the six months ended June 30, 2022 were as follows (in thousands):

Cash Flow Source

Classification

Amount

Operating cash flows from operating leases

Operating activities

5,182

Operating cash flows from financing leases

Operating activities

Financing cash flows from financing leases

Financing activities

Operating Lease Assets and Liabilities

The value of net assets and liabilities generated by leasing activity of June 30, 2022 and December 31, 2021 were as follows (in thousands):


Lease Type	June 30, 2022		December 31, 2021

Total ROU operating lease assets (1)	$	45,667	$	19,662
Total ROU financing lease assets (2)	1,388		—
Total lease assets	$	47,055	$	19,662

Total current operating lease obligation	$	10,030	$	4,641
Total current financing lease obligation	457		—
Total current lease obligations	$	10,487	$	4,641

Total long term operating lease obligation	$	37,886	$	16,132
Total long term financing lease obligation	766		—
Total long term lease obligation	$	38,652	$	16,132

(1)Operating lease assets are recorded net of accumulated amortization of $6.4 million as of June 30, 2022 and $2.8 million as of December 31, 2021

(2)Financing lease assets are recorded net of accumulated amortization of $0.1 million as of June 30, 2022 and $0.0 million as of December 31, 2021

Value of Operating Lease Liabilities Generated by Leasing Activities


Maturity Date of Lease Liabilities	Operating Leases		Financing Leases		Total

Year one	$	8,743	$	527	$	9,270
Year two	10,646		811		11,457
Year three	8,603		488		9,091
Year four	6,088		312		6,400
Year five	5,071		240		5,311
Subsequent years	14,602		102		14,704
Total lease payments	53,753		2,480		56,233
Less: Interest	(6,485)		(609)		(7,094)
Present value of lease liabilities	$	47,268	$	1,871	$	49,139

Value of Finance Lease Liabilities Generated by Leasing Activities


Maturity Date of Lease Liabilities	Operating Leases		Financing Leases		Total

Year one	$	8,743	$	527	$	9,270
Year two	10,646		811		11,457
Year three	8,603		488		9,091
Year four	6,088		312		6,400
Year five	5,071		240		5,311
Subsequent years	14,602		102		14,704
Total lease payments	53,753		2,480		56,233
Less: Interest	(6,485)		(609)		(7,094)
Present value of lease liabilities	$	47,268	$	1,871	$	49,139

Earnout Derivative Liability (Tables)

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The change in the fair value of the earnout derivative liability was as follows:


(in thousands)	Amount
Balance at December 31, 2021	$	—
Initial recognition on Merger Date	43,900
Change in fair value	5,693
Reclassifications to equity at fair value	(26,593)
Balance at June 30, 2022	$	23,000

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:


(in thousand)	June 30, 2022		December 31, 2021
Accrued stock-based compensation	$	10,995	$	—
Accrued compensation	16,257		5,997
Accrued and withheld taxes, other than income taxes	6,063		880
Accrued income taxes	2,062		4,170
Accrued customer rebates	3,205		2,657
Accrued severance	649		—
Accrued interest	1,130		1,515
Deferred revenue	1,140		485
Accrued health benefits	1,285		59
Other	15,524		7,363
Total accrued expenses and other current liabilities	$	58,310	$	23,126

Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

The Company's outstanding long-term debt was comprised of the following:



(in thousands)	June 30, 2022		December 31, 2021
Senior secured revolving credit facility	$	113,079	$	—
Senior secured term loan	246,875		—
Senior secured delayed draw term loan	50,000		—
Other revolving line of credit	1,495		—
Previous revolving credit facilities	—		38,707
Previous term loans	—		190,337
Total debt	411,449		229,044
Less current portion of long-term debt	(16,495)		(134,405)
Less deferred financing costs	(5,675)		(1,505)
Total long-term debt	$	389,279	$	93,134

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 835
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-Section 45
-Paragraph 1A
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue
Lawson (1)	$	107,334	$	—	$	107,334	$	—
TestEquity	97,874		67,856		170,276		133,631
Gexpro Services	99,792		66,296		181,475		125,348
All Other	16,336		—		16,336		—
Total revenue	$	321,336	$	134,152	$	475,421	$	258,979








Operating Income
Lawson (1)	$	(2,562)	$	—	$	(2,562)	$	—
TestEquity	471		3		(133)		(1,362)
Gexpro Services	5,390		5,465		8,982		9,083
All Other	814		—		814		—
Total operating income	$	4,113	$	5,468	$	7,101	$	7,721

(1)Includes the operating results of Lawson only subsequent to the Merger Date of April 1, 2022 and not Lawson operating results prior to the Mergers.

Nature of Operations and Basis of Presentation (Details)		6 Months Ended
	Apr. 01, 2022 provision $ / shares shares	Jun. 30, 2022 segment branch State brand
Accounting Policies [Abstract]
Principal operating segment \| segment		3
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of branches \| branch		14
Number of states in which entity operates \| State		50
Number of brands acquired \| brand		4
TestEquity
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Exchange ratio (in shares) \| $ / shares	$ 0.3618
Number of shares authorized (in shares)	3,300,000
Number of earnout provisions \| provision	2
TestEquity \| TestEquity Holdback Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Earnout provision period (in days)	90 days
Gexpro
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Exchange ratio (in shares) \| $ / shares	$ 0.7675
Number of shares authorized (in shares)	7,000,000
Number of earnout provisions \| provision	2
Earnout provision period (in days)	90 days
Gexpro \| Gexpro Services Stockholder \| Gexpro Services Holdback Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of shares authorized (in shares)	1,000,000
Lawson
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of shares authorized (in shares)	9,120,167
Lawson \| TestEquity Equityholder
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of shares authorized (in shares)	700,000
Lawson \| Gexpro Services Stockholder
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of shares authorized (in shares)	462,000

Summary of Significant Accounting Policies - Revenue Recognition (Details)	6 Months Ended
	Jun. 30, 2022
VMI \| Product Concentration Risk \| Revenue from Contract with Customer, Product and Service Benchmark
Concentration Risk [Line Items]
Concentration risk (as a percent)	5.00%

Summary of Significant Accounting Policies - Property and Equipment (Details)	6 Months Ended
	Jun. 30, 2022
Buildings and improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	10 years
Buildings and improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	40 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	2 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	10 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	2 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	10 years
Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	2 years
Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	10 years
Capitalized software \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Capitalized software \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years
Rental Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Rental Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	7 years

Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Goodwill	$ 355,440	$ 106,145

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Summary of Significant Accounting Policies - Intangible Assets (Details)	6 Months Ended
	Jun. 30, 2022
Trade names \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	8 years
Trade names \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	15 years
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	9 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	20 years

Summary of Significant Accounting Policies - Earning per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options excluded from computation of diluted earnings per share ( in shares)	464,068	0	359,358	304,178
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options excluded from computation of diluted earnings per share ( in shares)			0

Summary of Significant Accounting Policies - Treasury Stock (Details)	6 Months Ended
	Jun. 30, 2022 shares
Accounting Policies [Abstract]
Treasury stock acquired (in shares)	(2,756)

Summary of Significant Accounting Policies - Segment Information (Details)	6 Months Ended
	Jun. 30, 2022 segment reportable_segment
Accounting Policies [Abstract]
Number of operating segments \| segment	4
Number of reporting units \| reportable_segment	3

Business Acquisitions - Narrative (Details)		3 Months Ended			6 Months Ended
Business Acquisitions - Narrative (Details)	Apr. 01, 2022 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)	Mar. 31, 2022 USD ($)
Business Acquisition [Line Items]
Number of operating segments \| segment					4
Earnout derivative liability							$ 900,000
Merger transaction costs		$ 300,000		$ 800,000	$ 1,300,000	$ 1,000,000
Lawson
Business Acquisition [Line Items]
Number of shares authorized (in shares) \| shares	9,120,167
Expected tax deductible goodwill amount	$ 0
Merger transaction costs		5,800,000		$ 400,000	7,200,000	$ 500,000
Lawson \| TestEquity And Gexpro \| Earnout Shares
Business Acquisition [Line Items]
Number of shares authorized (in shares) \| shares	1,700,000
Lawson \| TestEquity And Gexpro Services Former Owners
Business Acquisition [Line Items]
Number of shares authorized (in shares) \| shares	10,300,000
Frontier
Business Acquisition [Line Items]
Potential earn-out payment							$ 3,000,000
Earnout derivative liability		$ 900,000			$ 900,000
NEF
Business Acquisition [Line Items]
Gain on bargain purchase			$ 1,400,000

Business Acquisitions - Initial Purchase Price Allocation (Details) - Lawson - USD ($) $ / shares in Units, $ in Thousands	Apr. 01, 2022	Mar. 31, 2022
Business Acquisition [Line Items]
Number of DSG common shares exchanged (in shares)	9,120,167
DSG closing price per common stock on April 1, 2022 (in USD per share)		$ 38.54
Fair value of shares exchanged	$ 351,491
Other consideration(1)	1,910
Total consideration exchanged	$ 353,401

Business Acquisitions - Schedule of Acquired Assets and Liabilities (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Nov. 01, 2021	Jun. 30, 2022	Jun. 01, 2022	Apr. 29, 2022	Mar. 31, 2022	Jan. 03, 2022	Dec. 31, 2021	Jul. 31, 2021	Jun. 30, 2021	Jun. 08, 2021
Business Acquisition [Line Items]
Goodwill			$ 355,440					$ 106,145
Lawson
Business Acquisition [Line Items]
Lease and financing obligations	$ (29,474)
Fair value of shares exchanged	351,491
Lawson \| TestEquity And Gexpro
Business Acquisition [Line Items]
Current assets	148,308
Property, plant and equipment	57,053
Right of use assets	17,571
Other intangible assets	119,060
Deferred tax liability, net of deferred tax asset	(26,237)
Other assets	18,373
Current liabilities	(71,097)
Long-term obligations	(25,722)
Derivative earnout liability	43,900
Goodwill	189,466
Total consideration exchanged	$ 353,401
2022 Acquisitions
Business Acquisition [Line Items]
Current assets			29,054
Property, plant and equipment			2,479
Right of use assets			10,343
Other assets			1,755
Accounts payable			(15,541)
Accrued expenses and other liabilities			(3,175)
Lease and financing obligations			(10,343)
Goodwill			60,144
Total consideration exchanged			118,315
2022 Acquisitions \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets			29,599
2022 Acquisitions \| Trade names
Business Acquisition [Line Items]
Other intangible assets			$ 14,000
Interworld Highway LLC
Business Acquisition [Line Items]
Current assets					$ 15,018
Property, plant and equipment					313
Right of use assets					0
Other assets					10
Accounts payable					(8,856)
Accrued expenses and other liabilities					0
Lease and financing obligations					0
Goodwill					37,236
Total consideration exchanged					54,690
Interworld Highway LLC \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets					6,369
Interworld Highway LLC \| Trade names
Business Acquisition [Line Items]
Other intangible assets					$ 4,600
Resolux
Business Acquisition [Line Items]
Current assets							$ 8,551
Property, plant and equipment							459
Right of use assets							1,125
Other assets							1,745
Accounts payable							(3,058)
Accrued expenses and other liabilities							(939)
Lease and financing obligations							(1,125)
Goodwill							6,498
Total consideration exchanged							30,756
Resolux \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets							11,400
Resolux \| Trade names
Business Acquisition [Line Items]
Other intangible assets							$ 6,100
Frontier
Business Acquisition [Line Items]
Current assets						$ 3,299
Property, plant and equipment						1,065
Right of use assets						9,218
Other assets						0
Accounts payable						(1,359)
Accrued expenses and other liabilities						(1,067)
Lease and financing obligations						(9,218)
Goodwill						10,439
Total consideration exchanged						25,677
Frontier \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets						10,000
Frontier \| Trade names
Business Acquisition [Line Items]
Other intangible assets						$ 3,300
National Test Equipment
Business Acquisition [Line Items]
Current assets				$ 2,186
Property, plant and equipment				642
Right of use assets				0
Other assets				0
Accounts payable				(2,268)
Accrued expenses and other liabilities				(1,169)
Lease and financing obligations				0
Goodwill				5,971
Total consideration exchanged				7,192
National Test Equipment \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets				1,830
National Test Equipment \| Trade names
Business Acquisition [Line Items]
Other intangible assets				$ 0
2021 Acquisitions
Business Acquisition [Line Items]
Current assets										$ 30,203
Property, plant and equipment										1,314
Right of use assets										2,573
Other assets										1,246
Accounts payable										(7,543)
Accrued expenses and other liabilities										(4,017)
Lease and financing obligations										(2,573)
Goodwill										11,208
Gain on bargain purchase										(1,363)
Total consideration exchanged										50,639
2021 Acquisitions \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets										14,958
2021 Acquisitions \| Trade names
Business Acquisition [Line Items]
Other intangible assets										4,244
2021 Acquisitions \| Other intangible assets
Business Acquisition [Line Items]
Other intangible assets										$ 389
Omni
Business Acquisition [Line Items]
Current assets											$ 2,259
Property, plant and equipment											600
Accounts payable											(50)
Goodwill											953
Total consideration exchanged											6,501
Omni \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets											2,530
Omni \| Trade names
Business Acquisition [Line Items]
Other intangible assets											200
Omni \| Other intangible assets
Business Acquisition [Line Items]
Other intangible assets											$ 9
NEF
Business Acquisition [Line Items]
Current assets		$ 17,882
Property, plant and equipment		589
Right of use assets		1,774
Other assets		1,236
Accounts payable		(3,506)
Accrued expenses and other liabilities		(3,332)
Lease and financing obligations		(1,774)
Gain on bargain purchase		(1,363)
Total consideration exchanged		19,016
Fair value of shares exchanged		2,800
NEF \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets		5,007
NEF \| Trade names
Business Acquisition [Line Items]
Other intangible assets		$ 2,503
SIS
Business Acquisition [Line Items]
Current assets								3,541
Property, plant and equipment								125
Right of use assets								799
Other assets								10
Accounts payable								(1,464)
Lease and financing obligations								(799)
Goodwill								3,010
Total consideration exchanged								11,902
SIS \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets								4,800
SIS \| Trade names
Business Acquisition [Line Items]
Other intangible assets								1,500
SIS \| Other intangible assets
Business Acquisition [Line Items]
Other intangible assets								$ 380
MCS
Business Acquisition [Line Items]
Current assets									$ 6,521
Accounts payable									(2,523)
Accrued expenses and other liabilities									(685)
Lease and financing obligations
Goodwill									7,245
Total consideration exchanged									13,220
MCS \| Customer relationships
Business Acquisition [Line Items]
Other intangible assets									2,621
MCS \| Trade names
Business Acquisition [Line Items]
Other intangible assets									$ 41

Business Acquisitions - Intangible Assets Acquired (Details) - Lawson - TestEquity And Gexpro $ in Thousands	Apr. 01, 2022 USD ($)
Business Acquisition [Line Items]
Fair Value	$ 119,060
Customer relationships
Business Acquisition [Line Items]
Fair Value	$ 76,050
Estimated Life (in years)	19 years
Trade names
Business Acquisition [Line Items]
Fair Value	$ 43,010
Estimated Life (in years)	8 years

Business Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Revenue	$ 176,409	$ 468	$ 199,192	$ 468
Net Income	8,400	(335)	11,369	(335)
Lawson
Business Acquisition [Line Items]
Revenue	123,670	0	123,670	0
Net Income	3,084	0	3,084	0
Lawson \| TestEquity And Gexpro
Business Acquisition [Line Items]
Revenue	471,280	299,854	647,030	454,895
Net Income	6,056	8,081	4,560	14,431
Other Acquisitions
Business Acquisition [Line Items]
Revenue	52,739	468	75,522	468
Net Income	$ 5,316	$ (335)	$ 8,285	$ (335)

Revenue Recognition - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
Revenue Recognition - Narrative (Details) $ in Thousands	Jun. 30, 2022 USD ($) revenueStream	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) revenueStream	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of revenue streams \| revenueStream	2		2
Deferred revenue	$ 1,140		$ 1,140		$ 485
Revenue	321,336	$ 134,152	475,421	$ 258,979
Rental equipment, net	26,108		26,108		24,727
Total ROU operating lease assets	45,667		45,667		19,662
Rental Program
Disaggregation of Revenue [Line Items]
Deferred revenue	400		400		$ 500
Revenue	3,200	$ 2,600	6,800	$ 5,400
Parts Washer Leasing Program
Disaggregation of Revenue [Line Items]
Deferred revenue	700		700
Revenue	1,100		1,100
TestEquity
Disaggregation of Revenue [Line Items]
Contractual obligation	$ 100		$ 100
Gexpro Services
Disaggregation of Revenue [Line Items]
Payment terms (in days)			30 days
Gexpro Services \| Minimum
Disaggregation of Revenue [Line Items]
Payment terms (in days)			10 days
Gexpro Services \| Maximum
Disaggregation of Revenue [Line Items]
Payment terms (in days)			120 days

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 321,336	$ 134,152	$ 475,421	$ 258,979
United States
Disaggregation of Revenue [Line Items]
Revenue	261,071	120,020	386,327	233,420
Canada
Disaggregation of Revenue [Line Items]
Revenue	36,372	4,145	46,169	7,789
Europe
Disaggregation of Revenue [Line Items]
Revenue	9,889	2,517	17,971	3,517
Pacific Rim
Disaggregation of Revenue [Line Items]
Revenue	5,585	3,367	10,624	6,435
Latin America
Disaggregation of Revenue [Line Items]
Revenue	6,949	2,621	11,794	4,821
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 1,470	$ 1,482	$ 2,536	$ 2,997

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Components of inventories
Inventories, gross	$ 259,900	$ 140,544
Reserve for obsolete and excess inventory	(9,204)	(7,827)
Inventories, net	$ 250,696	$ 132,717

Inventories - Rollforward of Inventory Reserves (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Inventory Reserves Rollforward [Roll Forward]
Beginning balance	$ (7,827)
Additions charged to expense	(1,694)
Write-offs	317
Ending balance	$ (9,204)

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total	$ 80,015		$ 80,015		$ 15,936
Accumulated depreciation and amortization	(15,057)		(15,057)		(6,857)
Property, plant and equipment, net	64,958		64,958		9,079
Land
Property, Plant and Equipment [Line Items]
Total	9,980		9,980		1,700
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total	27,254		27,254		2,930
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	20,920		20,920		4,389
Capitalized software
Property, Plant and Equipment [Line Items]
Total	7,529		7,529		3,407
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	7,336		7,336		2,700
Vehicles
Property, Plant and Equipment [Line Items]
Total	1,465		1,465		798
Construction in progress
Property, Plant and Equipment [Line Items]
Total	5,531		5,531		$ 12
Property, Plant and Equipment, Excluding Rental Equipment
Property, Plant and Equipment [Line Items]
Depreciation	2,500	$ 300	3,100	$ 500
Amortization	$ 900	$ 200	$ 1,100	$ 400

Rental Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Rental Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]
Rental equipment, net	$ 26,108		$ 26,108		$ 24,727
Rental Equipment
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]
Rental equipment	47,863		47,863		46,500
Accumulated depreciation	(21,755)		(21,755)		(21,773)
Rental equipment, net	26,108		26,108		$ 24,727
Depreciation	$ 1,500	$ 1,500	$ 2,900	$ 3,000

Goodwill (Details) $ in Thousands	6 Months Ended
Goodwill (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 106,145
Acquisitions	249,585
Impact of foreign exchange rates	(290)
Goodwill, ending balance	355,440
All Other
Goodwill [Roll Forward]
Goodwill, beginning balance	0
Acquisitions	17,133
Impact of foreign exchange rates	(290)
Goodwill, ending balance	16,843
Lawson \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	0
Acquisitions	172,333
Impact of foreign exchange rates	0
Goodwill, ending balance	172,333
TestEquity \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	70,112
Acquisitions	43,207
Impact of foreign exchange rates	0
Goodwill, ending balance	113,319
Gexpro Services \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	36,033
Acquisitions	16,912
Impact of foreign exchange rates	0
Goodwill, ending balance	$ 52,945

- Definition

+ References + Details

Intangible Assets - Carrying Amount (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 299,470		$ 299,470		$ 137,410
Accumulated Amortization	(56,544)		(56,544)		(40,802)
Net Carrying Value	242,926		242,926		96,608
Amortization of intangible assets	9,700	$ 2,500	15,100	$ 5,000
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	93,355		93,355		36,304
Accumulated Amortization	(12,389)		(12,389)		(8,353)
Net Carrying Value	80,966		$ 80,966		27,951
Estimated life (in years)			7 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	197,362		$ 197,362		92,947
Accumulated Amortization	(40,524)		(40,524)		(29,269)
Net Carrying Value	156,838		$ 156,838		63,678
Estimated life (in years)			14 years 3 months 18 days
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,753		$ 8,753		8,159
Accumulated Amortization	(3,631)		(3,631)		(3,180)
Net Carrying Value	$ 5,122		$ 5,122		$ 4,979

Intangible Assets - Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining 2022	$ 17,074
2023	32,994
2024	33,335
2025	30,549
2026	28,134
2027	24,044
Thereafter	76,796
Net Carrying Value	$ 242,926	$ 96,608

Leases - Net Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Net Lease Cost (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Consolidated Operating Lease Expense	$ 3,896	$ 1,475	$ 5,524	$ 2,868
Financing Lease Amortization	163	56	232	103
Financing Lease Interest	23	13	34	26
Financing Lease Expense	186	69	266	129
Net Lease Cost	$ 4,082	$ 1,544	$ 5,790	$ 2,997

Leases - Net Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Total ROU operating lease assets	$ 45,667	$ 19,662
Total ROU financing lease assets	1,388	0
Total lease assets	47,055	19,662
Total current operating lease obligation	10,030	4,641
Total current financing lease obligation	457	0
Total current lease obligations	10,487	4,641
Total long term operating lease obligation	37,886	16,132
Total long term financing lease obligation	766	0
Total long term lease obligation	38,652	16,132
Operating lease accumulated depreciation	6,400	2,800
Finance lease accumulated amortization	$ 100	$ 0
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total current lease obligations	Total current lease obligations
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total current lease obligations	Total current lease obligations
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Total long term lease obligation	Total long term lease obligation
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Total long term lease obligation	Total long term lease obligation

Leases - Value of Lease Liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Operating Leases
Year one	$ 8,743
Year two	10,646
Year three	8,603
Year four	6,088
Year five	5,071
Subsequent years	14,602
Total lease payments	53,753
Less: Interest	(6,485)
Present value of lease liabilities	47,268
Financing Leases
Year one	527
Year two	811
Year three	488
Year four	312
Year five	240
Subsequent years	102
Total lease payments	2,480
Less: Interest	(609)
Present value of lease liabilities	1,871
Total
Year one	9,270
Year two	11,457
Year three	9,091
Year four	6,400
Year five	5,311
Subsequent years	14,704
Total lease payments	56,233
Less: Interest	(7,094)
Present value of lease liabilities	$ 49,139

Leases - Leases Weighted-Average Lease Terms and Interest Rates (Details)	Jun. 30, 2022
Leases [Abstract]
Operating Leases, Weighted Average Term in Years	6 years 2 months 12 days
Operating Leases, Weighted Average Interest Rate	7.00%
Finance Leases, Weighted Average Term in Years	3 years 10 months 24 days
Finance Leases, Weighted Average Interest Rate	6.40%

Leases - Cash Outflows of the Leasing Activity (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ 5,182
Operating cash flows from financing leases	3
Financing cash flows from financing leases	$ 39	$ 0

Earnout Derivative Liability - Narrative (Details) - Lawson $ in Millions		3 Months Ended
	Apr. 01, 2022 USD ($) earnoutProvision shares	Jun. 30, 2022 shares
Business Acquisition [Line Items]
Number of earnout provisions \| earnoutProvision	2
Number of shares authorized (in shares)	(9,120,167)
Derivative liability \| $	$ 43.9
Shares reclassified to equity (in shares)		700,000
Maximum
Business Acquisition [Line Items]
Number of shares authorized (in shares)	(1,162,000)
TestEquity and Gexpro Services Shareholders
Business Acquisition [Line Items]
Number of shares authorized (in shares)	(538,000)
TestEquity Equityholder
Business Acquisition [Line Items]
Number of shares authorized (in shares)	(700,000)
Gexpro Services Stockholder
Business Acquisition [Line Items]
Number of shares authorized (in shares)	(462,000)

Earnout Derivative Liability - Schedule of Earnout Liability (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Initial recognition on Merger Date	43,900
Change in fair value	5,693
Reclassifications to equity at fair value	(26,593)
Ending balance	$ 23,000

Accrued Expenses and Other Current Liabilities - Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued stock-based compensation	$ 10,995	$ 0
Accrued compensation	16,257	5,997
Accrued and withheld taxes, other than income taxes	6,063	880
Accrued income taxes	2,062	4,170
Accrued customer rebates	3,205	2,657
Accrued severance	649	0
Accrued interest	1,130	1,515
Deferred revenue	1,140	485
Accrued health benefits	1,285	59
Other	15,524	7,363
Total accrued expenses and other current liabilities	$ 58,310	$ 23,126

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Total debt	$ 411,449	$ 229,044
Current portion of long-term debt	(16,495)	(134,405)
Total long-term debt	389,279	93,134
Line of Credit
Line of Credit Facility [Line Items]
Less deferred financing costs	(9,200)
Line of Credit \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Less deferred financing costs	(5,675)	(1,505)
Line of Credit \| Revolving Credit Facility \| Senior Secured Revolving Credit Facility
Line of Credit Facility [Line Items]
Total debt	113,079	0
Line of Credit \| Revolving Credit Facility \| Other revolving line of credit
Line of Credit Facility [Line Items]
Total debt	1,495	0
Line of Credit \| Revolving Credit Facility \| Previous revolving credit facilities
Line of Credit Facility [Line Items]
Total debt	0	38,707
Line of Credit \| Secured Debt
Line of Credit Facility [Line Items]
Total debt	50,000	0
Less deferred financing costs	(5,700)
Line of Credit \| Secured Debt \| Senior Secured Term Loan
Line of Credit Facility [Line Items]
Total debt	246,875	0
Line of Credit \| Secured Debt \| Previous term loans
Line of Credit Facility [Line Items]
Total debt	$ 0	$ 190,337

Debt - Narrative (Details) - USD ($)				3 Months Ended		6 Months Ended
Debt - Narrative (Details) - USD ($)	Apr. 29, 2022	Apr. 01, 2022	Jan. 03, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Feb. 24, 2020	Apr. 28, 2017
Line of Credit Facility [Line Items]
Extinguishment of debt				$ 2,814,000	$ 0	$ 3,395,000	$ 0
Total debt				389,279,000		389,279,000		$ 93,134,000
Long term debt				$ 389,279,000		$ 389,279,000		93,134,000
Line of Credit
Line of Credit Facility [Line Items]
Weighted average interest rate (as a percent)				3.61%		3.61%
Commitment fee percentage		1.25%
Commitment fee		$ 3,125,000
Deferred financing costs net of accumulated amortization				$ 9,200,000		$ 9,200,000
Default rate (as a percent)		2.00%
Line of Credit \| Secured Overnight Financing Rate (SOFR) \| Alternate Base Rate Or Canadian Prime Rate
Line of Credit Facility [Line Items]
Additional margin (as a percent)		1.50%
Line of Credit \| Secured Overnight Financing Rate (SOFR) \| Adjusted Term SOFR Or CDOR Rate
Line of Credit Facility [Line Items]
Additional margin (as a percent)		2.50%
Line of Credit \| Minimum \| Secured Overnight Financing Rate (SOFR) \| Alternate Base Rate Or Canadian Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)		0.00%
Line of Credit \| Minimum \| Secured Overnight Financing Rate (SOFR) \| Adjusted Term SOFR Or CDOR Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)		1.00%
Line of Credit \| Maximum \| Secured Overnight Financing Rate (SOFR) \| Alternate Base Rate Or Canadian Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)		1.75%
Line of Credit \| Maximum \| Secured Overnight Financing Rate (SOFR) \| Adjusted Term SOFR Or CDOR Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)		2.75%
Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 200,000,000
Accordion feature		$ 200,000,000
Loans outstanding				86,000,000		86,000,000
Commitment fee percentage		0.30%
Deferred financing costs net of accumulated amortization				5,675,000		5,675,000		1,505,000
Debt issuance costs, gross				3,500,000		3,500,000
Revolving Credit Facility \| Line of Credit \| Gexpro Services
Line of Credit Facility [Line Items]
Loans outstanding								37,700,000
Long term debt obtained			$ 25,000,000						$ 15,000,000
Revolving Credit Facility \| Line of Credit \| TestEquity
Line of Credit Facility [Line Items]
Long term debt obtained										$ 15,000,000
Revolving Credit Facility \| Line of Credit \| Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage		0.15%
Revolving Credit Facility \| Line of Credit \| Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage		0.35%
Revolving Credit Facility \| Line of Credit \| TestEquity Credit Agreement \| TestEquity
Line of Credit Facility [Line Items]
Long term debt								1,000,000
Revolving Credit Facility \| Line of Credit \| Delayed Draw Term Loan Facility
Line of Credit Facility [Line Items]
Commitment fee						100,000
Letter of Credit \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 25,000,000
Letter of Credit \| Line of Credit \| Gexpro Services
Line of Credit Facility [Line Items]
Maximum borrowing capacity									38,500,000
Long term debt								700,000
Letter of Credit \| Line of Credit \| TestEquity
Line of Credit Facility [Line Items]
Maximum borrowing capacity										2,000,000
Long term debt								$ 0
Bridge Loan \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		10,000,000
Secured Debt \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		250,000,000
Proceeds from long-term debt	$ 50,000,000
Line of credit facility, remaining borrowing capacity				85,900,000		85,900,000
Deferred financing costs incurred			7,400,000	4,000,000		4,000,000
Deferred financing costs net of accumulated amortization				$ 5,700,000		$ 5,700,000
Secured Debt \| Line of Credit \| Gexpro Services
Line of Credit Facility [Line Items]
Extinguishment of debt			600,000
Long term debt obtained			137,000,000						$ 60,000,000
Secured Debt \| Line of Credit \| TestEquity
Line of Credit Facility [Line Items]
Long term debt obtained										$ 101,000,000
Secured Debt \| Line of Credit \| TestEquity Credit Agreement
Line of Credit Facility [Line Items]
Extinguishment of debt		200,000
Secured Debt \| Line of Credit \| Delayed Draw Term Loan Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 50,000,000
Ticking fee percentage (as a percent)		0.30%
Secured Debt \| Line of Credit \| Delayed Draw Term Loan Facility \| Gexpro Services
Line of Credit Facility [Line Items]
Long term debt obtained			$ 83,000,000
Secured Debt \| Line of Credit \| Delayed Draw Term Loan Facility \| Minimum
Line of Credit Facility [Line Items]
Ticking fee percentage (as a percent)		0.15%
Secured Debt \| Line of Credit \| Delayed Draw Term Loan Facility \| Maximum
Line of Credit Facility [Line Items]
Ticking fee percentage (as a percent)		0.35%

Stock-Based Compensation - Equity Compensation Plans (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Stock-Based Compensation Details
Stock-based compensation	$ 4.0	$ 4.0
Stock-based compensation liability	$ 11.0		$ 0.0
Equity Compensation Plan
Stock-Based Compensation Details
Shares available for grant (in shares)	164,000
Equity Compensation Plan \| Certain members of the Company's Board of Directors
Stock-Based Compensation Details
Maximum annual grant share limit (in shares)	125,000
Equity Compensation Plan \| Certain members of the Company's Board of Directors \| Share-Based Payment Arrangement, Nonemployee
Stock-Based Compensation Details
Maximum annual grant share limit (in shares)	20,000

Stock-Based Compensation - Stock Performance Rights (Details)	1 Months Ended	6 Months Ended
	Apr. 30, 2022	Jun. 30, 2022
Stock-Based Compensation Details
Vesting period (in years)	5 years
Stock Appreciation Rights (SARs) \| Minimum
Stock-Based Compensation Details
Expiration period (in years)		7 years
Vesting period (in years)		1 year
Stock Appreciation Rights (SARs) \| Maximum
Stock-Based Compensation Details
Vesting period (in years)		3 years

Stock-Based Compensation - Restricted Stock Units (Details)	1 Months Ended	6 Months Ended
	Apr. 30, 2022	Jun. 30, 2022
Stock-Based Compensation Details
Vesting period (in years)	5 years
Restricted stock units \| Minimum
Stock-Based Compensation Details
Vesting period (in years)		1 year
Restricted stock units \| Maximum
Stock-Based Compensation Details
Vesting period (in years)		3 years

Stock-Based Compensation - Market Stock Units (Details) - Market stock units	6 Months Ended
	Jun. 30, 2022
Stock-Based Compensation Details
Equity share payout range, trailing period (in days)	60 days
Minimum
Stock-Based Compensation Details
Exchangeable rate (as a percent)	0.00%
Maximum
Stock-Based Compensation Details
Exchangeable rate (as a percent)	150.00%

Stock-Based Compensation - Stock Options (Details) - USD ($)	1 Months Ended
	Apr. 30, 2022	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Shares issued (in shares)	242,000
Stock option per share of common stock (in shares)	1
Grant date fair value	$ 2,200,000
Unrecognized compensation		$ 2,100,000

Stock-Based Compensation - Performance Awards (Details) - Performance Shares shares in Thousands	6 Months Ended
	Jun. 30, 2022 shares
Stock-Based Compensation Details
Shares issued (in shares)	0
Minimum
Stock-Based Compensation Details
Exchangeable rate (as a percent)	0.00%
Maximum
Stock-Based Compensation Details
Exchangeable rate (as a percent)	150.00%

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Basic income per share:
Net (loss) income	$ (4,715)	$ (2,537)	$ 461	$ (1,890)	$ (7,252)	$ (1,429)
Basic weighted average shares outstanding (in shares)	20,343,028		10,251,827		15,347,943	10,246,383
Basic income per share of common stock (in USD per share)	$ (0.23)		$ 0.04		$ (0.47)	$ (0.14)
Diluted income per share:
Net loss	$ (4,715)	$ (2,537)	$ 461	$ (1,890)	$ (7,252)	$ (1,429)
Basic weighted average shares outstanding (in shares)	20,343,028		10,251,827		15,347,943	10,246,383
Effect of dilutive securities outstanding (in shares)	0		306,000		0	0
Diluted weighted average shares outstanding (in shares)	20,343,028		10,558,275		15,347,943	10,246,383
Diluted income per share of common stock (in USD per share)	$ (0.23)		$ 0.04		$ (0.47)	$ (0.14)
Stock options excluded from computation of diluted earnings per share ( in shares)	464,068		0		359,358	304,178

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (3,612)	$ 559	$ (4,568)	$ 390
Effective income tax rate	43.40%	54.80%	38.60%	(37.50%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments and Contingencies (Details) $ in Millions	1 Months Ended
Commitments and Contingencies (Details) $ in Millions	Mar. 07, 2022 lawsuit	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Number of lawsuits filed \| lawsuit	7
Accrued environmental matter costs \| $		$ 0.1

Related Party Transaction (Details) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended	6 Months Ended
	Apr. 01, 2022	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Related party payables			$ 0		$ 4,813
Related party transaction expense		$ 500
Settlement of related party obligations	$ 5,300		$ 5,276	$ 0
LCKM And Mr King
Related Party Transaction [Line Items]
Ownership percentage (as a percent)	48.00%
Shares owned by related party (in shares)	14,640
Common stock outstanding (as a percent)	75.00%
Additional shares outstanding (in shares)	700
Potentially issuable shares (in shares)	1,000

Segment Reporting - Reportable Segment Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) Reporting_Segment	Jun. 30, 2021 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| Reporting_Segment			3
Segment Reporting Information [Line Items]
Revenue	$ 321,336	$ 134,152	$ 475,421	$ 258,979
Operating income	4,113	5,468	7,101	7,721
All Other
Segment Reporting Information [Line Items]
Revenue	16,336	0	16,336	0
Operating income	814	0	814	0
Lawson \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	107,334	0	107,334	0
Operating income	(2,562)	0	(2,562)	0
TestEquity \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	97,874	67,856	170,276	133,631
Operating income	471	3	(133)	(1,362)
Gexpro Services \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	99,792	66,296	181,475	125,348
Operating income	$ 5,390	$ 5,465	$ 8,982	$ 9,083