Distribution Solutions Group Announces 2023 Full Year and Fourth Quarter Results
2023 Revenue Grew to
“2023 reflects an acceleration of growth through a disciplined execution of our strategic initiatives with accretive acquisitions, organic growth and the successful roll-out of key operational initiatives. We took deliberate actions in 2023 to improve the return profile of the Company and create long-term enterprise value through a disciplined capital allocation strategy. This strategy included the acquisition of Hisco and the related
“Fourth quarter revenue grew by 23% primarily due to acquired revenue from Hisco. Although our organic revenue contracted by 6%, our two-year stacked organic revenue grew by 10%. The current quarter decline was primarily due to continued softness in the technology end-market, delayed maintenance spend most notable in the renewable end-market, and delayed capital spending in the current interest-rate sensitive environment. Excluding these end markets, organic revenue grew by approximately 1% in the fourth quarter. This gives us confidence that business headwinds are isolated to these categories, mostly within the OEM and Industrial Technology verticals. Macroeconomic impacts and seasonally fewer selling days negatively impacted the margin profile of certain verticals for the quarter," concluded
The following represents a summary of certain operating results (unaudited). See the reconciliations of GAAP to non-GAAP measures in Tables 2, 3 and 6.
|
Twelve Months Ended |
|
|
|
Three Months Ended |
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
(Dollars in thousands) |
2023 |
|
2022(2) |
|
% Change |
|
2023 |
|
2022 |
|
% Change |
||||||||||
Revenue |
$ |
1,570,402 |
|
|
$ |
1,151,422 |
|
|
36.4 |
% |
|
$ |
405,239 |
|
|
$ |
328,850 |
|
|
23.2 |
% |
Pro forma revenue(1) |
$ |
1,570,402 |
|
|
$ |
1,269,299 |
|
|
23.7 |
% |
|
$ |
405,239 |
|
|
$ |
328,850 |
|
|
23.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss) |
$ |
42,991 |
|
|
$ |
41,786 |
|
|
2.9 |
% |
|
$ |
(289 |
) |
|
$ |
12,658 |
|
|
N/M |
|
Non-GAAP adjusted operating income(1) |
$ |
93,448 |
|
|
$ |
73,577 |
|
|
27.0 |
% |
|
$ |
17,608 |
|
|
$ |
20,131 |
|
|
(12.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-GAAP adjusted EBITDA(1) |
$ |
157,036 |
|
|
$ |
123,028 |
|
|
27.6 |
% |
|
$ |
33,880 |
|
|
$ |
34,003 |
|
|
(0.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss) as a percent of revenue |
|
2.7 |
% |
|
|
3.6 |
% |
|
|
|
|
(0.1 |
)% |
|
|
3.8 |
% |
|
|
||
Adjusted EBITDA as a percent of pro forma revenue |
|
10.0 |
% |
|
|
9.7 |
% |
|
|
|
|
8.4 |
% |
|
|
10.3 |
% |
|
|
||
(1) Full year 2022 results includes |
|||||||||||||||||||||
(2) As a result of the |
2023 Full Year Summary(1)
-
Revenue was
$1.57 billion , an increase of$419.0 million or 36.4% compared to 2022. On a comparable basis (including 12 months of Lawson in 2022), pro forma revenue grew 23.7%. Organic revenue grew 2.9% for 2023 versus 2022 and the remaining increase driven by acquisitions. -
Operating income increased
$1.2 million from the prior year to$43.0 million , after the effect of non-cash acquired intangible amortization and$50.5 million of non-recurring acquisition related severance and retention costs, stock-based compensation and other non-recurring items. Adjusted operating income, excluding these non-cash and non-recurring items, grew 27.0% to$93.4 million compared to$73.6 million in 2022. -
Non-GAAP adjusted EBITDA grew to
$157.0 million in 2023, or 10.0% of revenue, compared to$123.0 million or 9.7% of comparable pro forma revenue in the prior year. As expected, Hisco's operations pressured the 2023 adjusted EBITDA margins by approximately 50bps. -
GAAP Diluted loss per share was
$0.20 for the year compared to earnings per diluted share of$0.21 in the year-ago period. Non-GAAP adjusted diluted earnings per share was$1.42 compared to$1.47 in the prior year on higher weighted average shares of 44.9 million in 2023 versus 35.1 million in 2022. -
The Company ended 2023 with total liquidity of
$298 million , consisting of$99.6 million of cash (restricted and unrestricted) and$198.3 million of availability under its credit facility with net debt leverage of 2.9x. Uses of cash for 2023 included net capital expenditures of$18.7 million and share repurchases of$3.6 million at an average price of$26.09 .
(1) See reconciliation of GAAP to non-GAAP measures in tables 3, 5 and 6.
Share and per share data for all periods presented reflect two-for-one stock split.
2023 Fourth Quarter Summary(2)
-
Revenue increased
$76.4 million , or 23.2%, to$405.2 million which includes$97.3 million of incremental revenue from 2022 and 2023 acquisitions. Two-year stacked organic revenue in the fourth quarter for 2023 and 2022 increased 10% despite organic revenue softness in the 2023 fourth quarter being down 6.4%. The revenue headwinds were isolated to the technology end-market and project-related verticals that are both more sensitive to high interest rates connected to capital spending. -
Operating loss was
$0.3 million , which included$10.4 million of non-cash acquired intangible amortization and$17.9 million of non-recurring severance (primarily acquisition related) and other acquisition-related retention costs, stock-based compensation and other non-recurring items as compared to operating income of$12.7 million in the prior year quarter. Adjusted operating income, excluding these non-cash and non-recurring items, was$17.6 million compared to$20.1 million in the year-ago quarter. -
GAAP Diluted loss per share was
$0.35 for the quarter compared to diluted loss per share of$0.05 in the year-ago quarter on higher depreciation and amortization expenses and establishing a valuation allowance on certain deferred tax assets in 2023. Non-GAAP adjusted diluted earnings per share was$0.22 compared to$0.32 for the same period a year ago. -
Adjusted EBITDA was
$33.9 million compared to$34.0 million in the prior year quarter. As expected, Hisco operations pressured adjusted EBITDA margins in the 2023 quarter by approximately 35bps. -
The Board of Directors announced an increase of
$25.0 million to the existing share repurchase program, expanding the Company's availability to$29.0 million atDecember 31, 2023 .
(2) See reconciliation of GAAP to non-GAAP measures in tables 2, 4 and 6.
Share and per share data for all periods presented reflect two-for-one stock split.
Conference Call
About
Through its collective businesses, DSG is dedicated to helping customers lower their total cost of operation by increasing productivity and efficiency with the right products, expert technical support and fast, reliable delivery to be a one-stop solution provider. DSG serves approximately 180,000 customers in several diverse end markets supported by approximately 3,700 dedicated employees and strong vendor partnerships. DSG ships from strategically located distribution and service centers to customers in
For more information on
This release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Terms such as “aim,” “anticipate,” “believe,” “contemplates,” “continues,” “could,” “ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,” “likely,” “may,” “might,” “objective,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “probable,” “project,” “shall,” “should,” “strategy,” “will,” “would,” and variations of them and other words and terms of similar meaning and expression (and the negatives of such words and terms) are intended to identify forward-looking statements. Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks, uncertainties and assumptions, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. DSG can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and DSG cautions readers not to place undue reliance on such statements, which speak only as of the date made. DSG undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Certain risks associated with DSG’s business are also discussed from time to time in the reports DSG files with the
-TABLES FOLLOW-
|
|||||||
Condensed Consolidated Balance Sheets |
|||||||
(Dollars in thousands, except share data) |
|||||||
(Unaudited) |
|||||||
|
|
|
|
||||
ASSETS |
|
|
|
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
83,931 |
|
|
$ |
24,554 |
|
Restricted cash |
|
15,695 |
|
|
|
186 |
|
Accounts receivable, less allowances |
|
213,448 |
|
|
|
166,301 |
|
Inventories |
|
315,984 |
|
|
|
264,374 |
|
Prepaid expenses and other current assets |
|
28,272 |
|
|
|
22,773 |
|
Total current assets |
|
657,330 |
|
|
|
478,188 |
|
Property, plant and equipment, net |
|
113,811 |
|
|
|
64,395 |
|
Rental equipment, net |
|
24,575 |
|
|
|
27,139 |
|
|
|
399,925 |
|
|
|
348,048 |
|
Deferred tax asset, net |
|
95 |
|
|
|
189 |
|
Intangible assets, net |
|
253,834 |
|
|
|
227,994 |
|
Cash value of life insurance |
|
18,493 |
|
|
|
17,166 |
|
Right of use operating lease assets |
|
76,340 |
|
|
|
46,755 |
|
Other assets |
|
5,928 |
|
|
|
5,736 |
|
Total assets |
$ |
1,550,331 |
|
|
$ |
1,215,610 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Accounts payable |
$ |
98,674 |
|
|
$ |
80,486 |
|
Current portion of long-term debt |
|
32,551 |
|
|
|
16,352 |
|
Current portion of lease liabilities |
|
13,549 |
|
|
|
9,964 |
|
Accrued expenses and other current liabilities |
|
97,241 |
|
|
|
62,677 |
|
Total current liabilities |
|
242,015 |
|
|
|
169,479 |
|
Long-term debt, less current portion, net |
|
535,881 |
|
|
|
395,825 |
|
Lease liabilities |
|
67,065 |
|
|
|
39,828 |
|
Deferred tax liability, net |
|
18,326 |
|
|
|
23,834 |
|
Other liabilities |
|
25,443 |
|
|
|
23,649 |
|
Total liabilities |
|
888,730 |
|
|
|
652,615 |
|
Stockholders’ equity: |
|
|
|
||||
Preferred stock, |
|
|
|
||||
Authorized - 500,000 shares, issued and outstanding — None |
|
— |
|
|
|
— |
|
Common stock, |
|
|
|
||||
Authorized - 70,000,000 shares Issued - 47,535,618 and 39,460,724 shares, respectively Outstanding - 46,758,359 and 38,833,568 shares, respectively |
|
46,758 |
|
|
|
38,834 |
|
Capital in excess of par value |
|
671,154 |
|
|
|
572,379 |
|
Retained deficit |
|
(34,707 |
) |
|
|
(25,736 |
) |
|
|
(16,434 |
) |
|
|
(12,526 |
) |
Accumulated other comprehensive income (loss) |
|
(5,170 |
) |
|
|
(9,956 |
) |
Total stockholders’ equity |
|
661,601 |
|
|
|
562,995 |
|
Total liabilities and stockholders’ equity |
$ |
1,550,331 |
|
|
$ |
1,215,610 |
|
|
|||||||||||||||
Condensed Consolidated Statements of Operations |
|||||||||||||||
(Dollars in thousands, except per share data) |
|||||||||||||||
(Unaudited) |
|||||||||||||||
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||||
|
|
|
|
||||||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue |
$ |
405,239 |
|
|
$ |
328,850 |
|
|
$ |
1,570,402 |
|
|
$ |
1,151,422 |
|
Cost of goods sold |
|
267,555 |
|
|
|
212,558 |
|
|
|
1,018,527 |
|
|
|
760,524 |
|
Gross profit |
|
137,684 |
|
|
|
116,292 |
|
|
|
551,875 |
|
|
|
390,898 |
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses |
|
137,973 |
|
|
|
103,634 |
|
|
|
508,884 |
|
|
|
349,112 |
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) |
|
(289 |
) |
|
|
12,658 |
|
|
|
42,991 |
|
|
|
41,786 |
|
|
|
|
|
|
|
|
|
||||||||
Interest expense |
|
(12,717 |
) |
|
|
(7,597 |
) |
|
|
(42,774 |
) |
|
|
(24,301 |
) |
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,395 |
) |
Change in fair value of earnout liabilities |
|
112 |
|
|
|
(4,431 |
) |
|
|
758 |
|
|
|
(483 |
) |
Other income (expense), net |
|
(113 |
) |
|
|
(894 |
) |
|
|
(2,982 |
) |
|
|
(670 |
) |
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes |
|
(13,007 |
) |
|
|
(264 |
) |
|
|
(2,007 |
) |
|
|
12,937 |
|
Income tax expense (benefit) |
|
3,323 |
|
|
|
1,619 |
|
|
|
6,960 |
|
|
|
5,531 |
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) |
$ |
(16,330 |
) |
|
$ |
(1,883 |
) |
|
$ |
(8,967 |
) |
|
$ |
7,406 |
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share of common stock |
$ |
(0.35 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per share of common stock |
$ |
(0.35 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding |
|
46,804,556 |
|
|
|
38,816,834 |
|
|
|
44,868,862 |
|
|
|
34,291,870 |
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted average shares outstanding |
|
46,804,556 |
|
|
|
38,816,834 |
|
|
|
44,868,862 |
|
|
|
35,086,592 |
|
|
|||||||
Condensed Consolidated Statements of Cash Flows |
|||||||
(Dollars in thousands) |
|||||||
(Unaudited) |
|||||||
|
Twelve Months Ended |
||||||
|
2023 |
|
2022 |
||||
Operating activities |
|
|
|
||||
Net income (loss) |
$ |
(8,967 |
) |
|
$ |
7,406 |
|
Adjustments to reconcile to net cash used in operating activities: |
|
|
|
||||
Depreciation and amortization |
|
63,588 |
|
|
|
45,186 |
|
Amortization of debt issuance costs |
|
2,420 |
|
|
|
1,888 |
|
Extinguishment of debt |
|
— |
|
|
|
3,395 |
|
Stock-based compensation |
|
7,940 |
|
|
|
2,448 |
|
Compensation expense related to employee share purchases |
|
427 |
|
|
|
— |
|
Deferred income taxes |
|
(8,028 |
) |
|
|
(2,406 |
) |
Change in fair value of earnout liabilities |
|
(758 |
) |
|
|
483 |
|
Gain on sale of rental equipment |
|
(2,675 |
) |
|
|
(3,632 |
) |
Loss on sale of property, plant and equipment |
|
294 |
|
|
|
— |
|
Charge for step-up of acquired inventory |
|
3,582 |
|
|
|
2,866 |
|
Net realizable value adjustment and write-offs for obsolete and excess inventory |
|
8,990 |
|
|
|
4,608 |
|
Bad debt expense |
|
784 |
|
|
|
795 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
||||
Accounts receivable |
|
18,020 |
|
|
|
(21,771 |
) |
Inventories |
|
(1,236 |
) |
|
|
(42,404 |
) |
Prepaid expenses and other current assets |
|
931 |
|
|
|
(1,874 |
) |
Accounts payable |
|
3,048 |
|
|
|
(8,839 |
) |
Accrued expenses and other current liabilities |
|
13,667 |
|
|
|
4,492 |
|
Other changes in operating assets and liabilities |
|
259 |
|
|
|
(3,670 |
) |
Net cash provided by (used in) operating activities |
|
102,286 |
|
|
|
(11,029 |
) |
Investing activities |
|
|
|
||||
Purchases of property, plant and equipment |
|
(15,337 |
) |
|
|
(8,307 |
) |
Business acquisitions, net of cash acquired |
|
(259,835 |
) |
|
|
(115,343 |
) |
Purchases of rental equipment |
|
(9,341 |
) |
|
|
(11,794 |
) |
Proceeds from sale of rental equipment |
|
5,990 |
|
|
|
8,756 |
|
Net cash provided by (used in) investing activities |
|
(278,523 |
) |
|
|
(126,688 |
) |
Financing activities |
|
|
|
||||
Proceeds from revolving lines of credit |
|
180,982 |
|
|
|
383,489 |
|
Payments on revolving lines of credit |
|
(302,083 |
) |
|
|
(320,751 |
) |
Proceeds from term loans |
|
305,000 |
|
|
|
445,630 |
|
Payments on term loans |
|
(26,375 |
) |
|
|
(335,305 |
) |
Deferred financing costs |
|
(3,419 |
) |
|
|
(11,956 |
) |
Proceeds from rights offering, net of offering costs of |
|
98,469 |
|
|
|
— |
|
Repurchase of common stock |
|
(3,619 |
) |
|
|
(1,940 |
) |
Shares repurchased held in treasury |
|
(287 |
) |
|
|
(520 |
) |
Proceeds from employees for share purchases |
|
3,253 |
|
|
|
— |
|
Payment of financing lease principal |
|
(515 |
) |
|
|
(429 |
) |
Payment of earnout |
|
(1,000 |
) |
|
|
— |
|
Payment on seller's note |
|
— |
|
|
|
(9,757 |
) |
Net cash provided by (used in) financing activities |
|
250,406 |
|
|
|
148,461 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
717 |
|
|
|
(675 |
) |
Increase (decrease) in cash, cash equivalents and restricted cash |
|
74,886 |
|
|
|
10,069 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
24,740 |
|
|
|
14,671 |
|
Cash, cash equivalents and restricted cash at end of period |
$ |
99,626 |
|
|
$ |
24,740 |
|
Cash and cash equivalents |
$ |
83,931 |
|
|
$ |
24,554 |
|
Restricted cash |
|
15,695 |
|
|
|
186 |
|
Total cash, cash equivalents and restricted cash |
$ |
99,626 |
|
|
$ |
24,740 |
|
|
||||||
Table 1 - Selected Segment Financial Data |
||||||
(Dollars in thousands) |
||||||
(Unaudited) |
||||||
|
|
|
|
|||
|
Three Months Ended |
|||||
|
|
|||||
|
2023 |
|
2022 |
|||
Revenue: |
|
|
|
|||
|
$ |
109,807 |
|
|
$ |
108,029 |
Gexpro Services |
|
93,211 |
|
|
|
100,103 |
|
|
190,685 |
|
|
|
105,374 |
Other |
|
13,236 |
|
|
|
15,344 |
Intersegment revenue elimination |
|
(1,700 |
) |
|
|
— |
Total |
$ |
405,239 |
|
|
$ |
328,850 |
|
|
|
|
|||
Operating income (loss): |
|
|
|
|||
|
$ |
5,140 |
|
|
$ |
3,746 |
Gexpro Services |
|
3,516 |
|
|
|
4,317 |
|
|
(8,282 |
) |
|
|
3,932 |
Other |
|
(663 |
) |
|
|
663 |
Total |
$ |
(289 |
) |
|
$ |
12,658 |
|
SEC REGULATION G GAAP RECONCILIATIONS |
The Company reports its financial results in accordance with
|
||||||||||||||||||||||||||||||||||||||||
Table 2 - Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Adjusted EBITDA |
||||||||||||||||||||||||||||||||||||||||
Q4 2023 and Q4 2022 |
||||||||||||||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
Gexpro Services |
|
|
|
All Other |
|
Eliminations |
|
Consolidated DSG |
|||||||||||||||||||||||||||||
Quarter Ended |
Q4 2023 |
Q4 2022 |
|
Q4 2023 |
Q4 2022 |
|
Q4 2023 |
Q4 2022 |
|
Q4 2023 |
Q4 2022 |
|
Q4 2023 |
Q4 2022 |
|
Q4 2023 |
Q4 2022 |
|||||||||||||||||||||||
Revenue from external customers |
$ |
109,475 |
|
$ |
108,029 |
|
|
$ |
91,968 |
|
$ |
100,103 |
|
|
$ |
190,560 |
|
$ |
105,374 |
|
|
$ |
13,236 |
|
$ |
15,344 |
|
|
$ |
— |
|
$ |
— |
|
$ |
405,239 |
|
$ |
328,850 |
|
Intersegment revenue |
|
332 |
|
|
— |
|
|
|
1,243 |
|
|
— |
|
|
|
125 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(1,700 |
) |
|
— |
|
|
— |
|
|
— |
|
Revenue |
$ |
109,807 |
|
$ |
108,029 |
|
|
$ |
93,211 |
|
$ |
100,103 |
|
|
$ |
190,685 |
|
$ |
105,374 |
|
|
$ |
13,236 |
|
$ |
15,344 |
|
|
$ |
(1,700 |
) |
$ |
— |
|
$ |
405,239 |
|
$ |
328,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Operating income (loss) |
$ |
5,140 |
|
$ |
3,746 |
|
|
$ |
3,516 |
|
$ |
4,317 |
|
|
$ |
(8,282 |
) |
$ |
3,932 |
|
|
$ |
(663 |
) |
$ |
663 |
|
|
|
|
|
$ |
(289 |
) |
$ |
12,658 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Depreciation and amortization |
|
4,407 |
|
|
4,063 |
|
|
|
4,026 |
|
|
4,196 |
|
|
|
7,315 |
|
|
5,055 |
|
|
|
524 |
|
|
558 |
|
|
|
|
|
|
16,272 |
|
|
13,872 |
|
|||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Merger and acquisition related costs(1) |
|
360 |
|
|
1,324 |
|
|
|
268 |
|
|
1,823 |
|
|
|
931 |
|
|
1,486 |
|
|
|
939 |
|
|
— |
|
|
|
|
|
|
2,498 |
|
|
4,633 |
|
|||
Stock-based compensation(2) |
|
2,499 |
|
|
2,003 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
2,499 |
|
|
2,003 |
|
|||
Severance and acquisition related retention expenses(3) |
|
46 |
|
|
217 |
|
|
|
199 |
|
|
221 |
|
|
|
11,153 |
|
|
3 |
|
|
|
2 |
|
|
2 |
|
|
|
|
|
|
11,400 |
|
|
443 |
|
|||
Inventory step-up(4) |
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
716 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
716 |
|
|
— |
|
|||
Other non-recurring(5) |
|
(30 |
) |
|
156 |
|
|
|
814 |
|
|
238 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
784 |
|
|
394 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Non-GAAP adjusted EBITDA |
$ |
12,422 |
|
$ |
11,509 |
|
|
$ |
8,823 |
|
$ |
10,795 |
|
|
$ |
11,833 |
|
$ |
10,476 |
|
|
$ |
802 |
|
$ |
1,223 |
|
|
|
|
|
$ |
33,880 |
|
$ |
34,003 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Operating income (loss) as a percent of revenue |
|
4.7 |
% |
|
3.5 |
% |
|
|
3.8 |
% |
|
4.3 |
% |
|
|
(4.3 |
)% |
|
3.7 |
% |
|
|
(5.0 |
)% |
|
4.3 |
% |
|
|
|
|
|
(0.1 |
)% |
|
3.8 |
% |
|||
Adjusted EBITDA as a percent of revenue |
|
11.3 |
% |
|
10.7 |
% |
|
|
9.5 |
% |
|
10.8 |
% |
|
|
6.2 |
% |
|
9.9 |
% |
|
|
6.1 |
% |
|
8.0 |
% |
|
|
|
|
|
8.4 |
% |
|
10.3 |
% |
(1) |
Transaction and integration costs related to the mergers and other acquisitions |
(2) |
Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company’s stock price |
(3) |
Includes severance expense for actions taken in 2023 and 2022 not related to a formal restructuring plan and acquisition related retention expenses for the Hisco acquisition |
(4) |
Inventory fair value step-up adjustment for Lawson resulting from the reverse merger acquisition accounting and acquisition accounting for additional acquisitions completed by Gexpro Services or |
(5) |
Other non-recurring costs consist of non-capitalized deferred financing costs incurred in conjunction with the 2023 credit agreement amendment, certain non-recurring strategic projects and other non-recurring items |
|
||||||||||||||||||||||||||||||||||||||||
Table 3 - Reconciliation of GAAP Revenue to Pro Forma Revenue and GAAP Operating Income (Loss) to Non-GAAP Adjusted EBITDA |
||||||||||||||||||||||||||||||||||||||||
YTD 2023 and YTD 2022 |
||||||||||||||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
Gexpro Services |
|
|
|
Other |
|
Eliminations |
|
Consolidated DSG |
|||||||||||||||||||||||||||||
Year Ended |
2023 |
2022 |
|
2023 |
2022 |
|
2023 |
2022 |
|
2023 |
2022 |
|
2023 |
2022 |
|
2023 |
2022 |
|||||||||||||||||||||||
Revenue from external customers |
$ |
468,379 |
|
$ |
324,783 |
|
|
$ |
404,490 |
|
$ |
385,326 |
|
|
$ |
641,643 |
|
$ |
392,358 |
|
|
$ |
55,890 |
|
$ |
48,955 |
|
|
$ |
— |
|
$ |
— |
|
$ |
1,570,402 |
|
$ |
1,151,422 |
|
Intersegment revenue |
|
332 |
|
|
— |
|
|
|
1,243 |
|
|
— |
|
|
|
125 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(1,700 |
) |
|
— |
|
|
— |
|
|
— |
|
Revenue |
|
468,711 |
|
|
324,783 |
|
|
|
405,733 |
|
|
385,326 |
|
|
|
641,768 |
|
|
392,358 |
|
|
|
55,890 |
|
|
48,955 |
|
|
|
(1,700 |
) |
|
— |
|
|
1,570,402 |
|
|
1,151,422 |
|
Pre-merger revenue(1) |
|
— |
|
|
104,902 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
12,975 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
117,877 |
|
Pro forma revenue |
$ |
468,711 |
|
$ |
429,685 |
|
|
$ |
405,733 |
|
$ |
385,326 |
|
|
$ |
641,768 |
|
$ |
392,358 |
|
|
$ |
55,890 |
|
$ |
61,930 |
|
|
$ |
(1,700 |
) |
$ |
— |
|
$ |
1,570,402 |
|
$ |
1,269,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Operating income (loss) |
$ |
32,498 |
|
$ |
6,536 |
|
|
$ |
27,000 |
|
$ |
21,291 |
|
|
$ |
(16,465 |
) |
$ |
11,375 |
|
|
$ |
(42 |
) |
$ |
2,584 |
|
|
|
|
|
$ |
42,991 |
|
$ |
41,786 |
|
|||
Pre-merger operating income(1) |
|
— |
|
|
11,096 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
980 |
|
|
|
|
|
|
— |
|
|
12,076 |
|
|||
Pro forma merger adjustments(2) |
|
— |
|
|
(4,086 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
(4,086 |
) |
|||
Pro forma operating income (loss) |
|
32,498 |
|
|
13,546 |
|
|
|
27,000 |
|
|
21,291 |
|
|
|
(16,465 |
) |
|
11,375 |
|
|
|
(42 |
) |
|
3,564 |
|
|
|
|
|
|
42,991 |
|
|
49,776 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Depreciation and amortization |
|
19,532 |
|
|
14,716 |
|
|
|
15,986 |
|
|
15,175 |
|
|
|
26,002 |
|
|
17,480 |
|
|
|
2,068 |
|
|
2,080 |
|
|
|
|
|
|
63,588 |
|
|
49,451 |
|
|||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Merger and acquisition related costs(3) |
|
3,015 |
|
|
7,672 |
|
|
|
1,081 |
|
|
5,957 |
|
|
|
6,215 |
|
|
4,786 |
|
|
|
1,250 |
|
|
— |
|
|
|
|
|
|
11,561 |
|
|
18,415 |
|
|||
Stock-based compensation(4) |
|
7,940 |
|
|
(4,237 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
7,940 |
|
|
(4,237 |
) |
|||
Severance and acquisition related retention expenses(5) |
|
476 |
|
|
2,050 |
|
|
|
238 |
|
|
266 |
|
|
|
23,949 |
|
|
1,095 |
|
|
|
3 |
|
|
11 |
|
|
|
|
|
|
24,666 |
|
|
3,422 |
|
|||
Inventory net realizable value adjustment(6) |
|
— |
|
|
1,737 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
1,737 |
|
|||
Inventory step-up(7) |
|
— |
|
|
1,943 |
|
|
|
— |
|
|
163 |
|
|
|
3,582 |
|
|
— |
|
|
|
— |
|
|
761 |
|
|
|
|
|
|
3,582 |
|
|
2,867 |
|
|||
Other non-recurring(8) |
|
202 |
|
|
1,199 |
|
|
|
886 |
|
|
354 |
|
|
|
— |
|
|
— |
|
|
|
1,620 |
|
|
44 |
|
|
|
|
|
|
2,708 |
|
|
1,597 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Non-GAAP adjusted EBITDA |
$ |
63,663 |
|
$ |
38,626 |
|
|
$ |
45,191 |
|
$ |
43,206 |
|
|
$ |
43,283 |
|
$ |
34,736 |
|
|
$ |
4,899 |
|
$ |
6,460 |
|
|
|
|
|
$ |
157,036 |
|
$ |
123,028 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Operating income (loss) as a percent of revenue |
|
6.9 |
% |
|
2.0 |
% |
|
|
6.7 |
% |
|
5.5 |
% |
|
|
(2.6 |
)% |
|
2.9 |
% |
|
|
(0.1 |
)% |
|
5.3 |
% |
|
|
|
|
|
2.7 |
% |
|
3.6 |
% |
|||
Adjusted EBITDA as a percent of revenue |
|
13.6 |
% |
|
11.9 |
% |
|
|
11.1 |
% |
|
11.2 |
% |
|
|
6.7 |
% |
|
8.9 |
% |
|
|
8.8 |
% |
|
13.2 |
% |
|
|
|
|
|
10.0 |
% |
|
10.7 |
% |
|||
Adjusted EBITDA as a percent of pro forma revenue |
|
13.6 |
% |
|
9.0 |
% |
|
|
11.1 |
% |
|
11.2 |
% |
|
|
6.7 |
% |
|
8.9 |
% |
|
|
8.8 |
% |
|
10.4 |
% |
|
|
|
|
|
10.0 |
% |
|
9.7 |
% |
(1) |
Represents |
(2) |
Represents |
(3) |
Transaction and integration costs related to the mergers and other acquisitions |
(4) |
Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company’s stock price |
(5) |
Includes severance expense for actions taken in 2023 and 2022, not related to a formal restructuring plan and acquisition related retention expenses for the Hisco acquisition |
(6) |
Inventory net realizable value adjustment recorded to reduce inventory related to discontinued products where the anticipated net realizable value was lower than the cost reflected in our records |
(7) |
Inventory fair value step-up adjustment for Lawson resulting from the reverse merger acquisition accounting and acquisition accounting for additional acquisitions completed by Gexpro Services or |
(8) |
Other non-recurring costs consist of non-capitalized deferred financing costs incurred in conjunction with the 2023 credit agreement amendment, certain non-recurring strategic projects and other non-recurring items |
|
|||||||||||||||
Table 4 - Reconciliation of GAAP Net Income (Loss) and GAAP Diluted EPS to Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted EPS |
|||||||||||||||
(Dollars in thousands, except per share data) |
|||||||||||||||
(Unaudited) |
|||||||||||||||
|
|
||||||||||||||
|
Three Months Ended |
||||||||||||||
|
|
|
|
||||||||||||
|
Amount |
|
Diluted EPS(2) |
|
Amount |
|
Diluted EPS(2) |
||||||||
Net income (loss) |
$ |
(16,330 |
) |
|
$ |
(0.35 |
) |
|
$ |
(1,883 |
) |
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
||||||||
Pretax adjustments: |
|
|
|
|
|
|
|
||||||||
Stock-based compensation |
|
2,499 |
|
|
|
0.05 |
|
|
|
2,003 |
|
|
|
0.05 |
|
Merger and acquisition related costs |
|
2,498 |
|
|
|
0.05 |
|
|
|
4,633 |
|
|
|
0.12 |
|
Amortization of intangible assets |
|
10,398 |
|
|
|
0.22 |
|
|
|
8,186 |
|
|
|
0.21 |
|
Severance and acquisition related retention expenses |
|
11,400 |
|
|
|
0.24 |
|
|
|
443 |
|
|
|
0.01 |
|
Change in fair value of earnout liabilities |
|
(112 |
) |
|
|
— |
|
|
|
4,431 |
|
|
|
0.11 |
|
Inventory step-up |
|
716 |
|
|
|
0.02 |
|
|
|
— |
|
|
|
— |
|
Other non-recurring |
|
784 |
|
|
|
0.02 |
|
|
|
394 |
|
|
|
0.01 |
|
Total pretax adjustments |
|
28,183 |
|
|
|
0.60 |
|
|
|
20,090 |
|
|
|
0.51 |
|
Tax effect on adjustments(1) |
|
(7,412 |
) |
|
|
(0.16 |
) |
|
|
(5,264 |
) |
|
|
(0.14 |
) |
Deferred tax asset valuation allowance(5) |
|
6,144 |
|
|
|
0.13 |
|
|
|
124 |
|
|
|
— |
|
Non-GAAP adjusted net income |
$ |
10,585 |
|
|
$ |
0.22 |
|
|
$ |
13,067 |
|
|
$ |
0.32 |
|
(1) |
The estimated tax effect on the adjustments is determined by applying the jurisdictional rate of the originating territory of the non-GAAP adjustments. |
(2) |
Pretax adjustments to diluted EPS calculated on 46.805 million and 38.817 million diluted shares for the fourth quarter of 2023 and 2022, respectively. |
(3) |
In 2023, the Company changed the treatment of amortization of intangible assets and the deferred tax asset valuation allowance to be included in the calculation of Non-GAAP adjusted net income and Non-GAAP adjusted diluted EPS. The calculation of the tax effect on adjustments was revised to consider the jurisdictional rate of the originating territory of the non-GAAP adjustments. Prior periods have been adjusted to conform to current period presentation. |
(4) |
Share and per share data for all periods presented reflect two-for-one stock split. |
(5) |
Represents expense related to the deferred tax asset valuation allowance from interest expense limitations under Section 163(j). |
|
|||||||||||||||
Table 5 - Reconciliation of GAAP Net Income (Loss) and GAAP Diluted EPS to Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted EPS |
|||||||||||||||
(Dollars in thousands, except per share data) |
|||||||||||||||
(Unaudited) |
|||||||||||||||
|
|
||||||||||||||
|
Twelve Months Ended |
||||||||||||||
|
|
|
|
||||||||||||
|
Amount |
|
Diluted EPS(2) |
|
Amount |
|
Diluted EPS(2) |
||||||||
Net income (loss) |
$ |
(8,967 |
) |
|
$ |
(0.20 |
) |
|
$ |
7,406 |
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
||||||||
Pretax adjustments: |
|
|
|
|
|
|
|
||||||||
Stock-based compensation |
|
7,940 |
|
|
|
0.18 |
|
|
|
2,448 |
|
|
|
0.07 |
|
Merger and acquisition related costs |
|
11,561 |
|
|
|
0.26 |
|
|
|
15,441 |
|
|
|
0.44 |
|
Amortization of intangible assets |
|
40,263 |
|
|
|
0.90 |
|
|
|
29,097 |
|
|
|
0.83 |
|
Severance and acquisition related retention expenses |
|
24,666 |
|
|
|
0.55 |
|
|
|
2,796 |
|
|
|
0.08 |
|
Change in fair value of earnout liabilities |
|
(758 |
) |
|
|
(0.02 |
) |
|
|
483 |
|
|
|
0.01 |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
3,395 |
|
|
|
0.10 |
|
Inventory net realizable value adjustment |
|
— |
|
|
|
— |
|
|
|
1,737 |
|
|
|
0.05 |
|
Inventory step-up |
|
3,582 |
|
|
|
0.08 |
|
|
|
2,867 |
|
|
|
0.08 |
|
Other non-recurring |
|
2,708 |
|
|
|
0.06 |
|
|
|
1,597 |
|
|
|
0.05 |
|
Total pretax adjustments |
|
89,962 |
|
|
|
2.01 |
|
|
|
59,861 |
|
|
|
1.71 |
|
Tax effect on adjustments(1) |
|
(23,660 |
) |
|
|
(0.53 |
) |
|
|
(15,684 |
) |
|
|
(0.45 |
) |
Deferred tax asset valuation allowance |
|
6,144 |
|
|
|
0.14 |
|
|
|
124 |
|
|
|
— |
|
Non-GAAP adjusted net income |
$ |
63,479 |
|
|
$ |
1.42 |
|
|
$ |
51,707 |
|
|
$ |
1.47 |
|
(1) |
The estimated tax effect on the adjustments is determined by applying the jurisdictional rate of the originating territory of the non-GAAP adjustments. |
(2) |
Pretax adjustments to diluted EPS calculated on 44.869 million and 35.087 million diluted shares for the twelve months ended |
(3) |
In 2023, the Company changed the treatment of amortization of intangible assets and the deferred tax asset valuation allowance to be included in the calculation of Non-GAAP adjusted net income and Non-GAAP adjusted diluted EPS. The calculation of the tax effect on adjustments was revised to consider the jurisdictional rate of the originating territory of the non-GAAP adjustments. Prior periods have been adjusted to conform to current period presentation. |
(4) |
Share and per share data for all periods presented reflect two-for-one stock split. |
(5) |
Represents expense related to the deferred tax asset valuation allowance from interest expense limitations under Section 163(j). |
|
|||||||||||||
Table 6 - Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Adjusted Operating Income |
|||||||||||||
(Dollars in thousands) |
|||||||||||||
(Unaudited) |
|||||||||||||
|
|
|
|
|
|
|
|
||||||
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||
|
|
|
|
||||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||
Operating income (loss) |
$ |
(289 |
) |
|
$ |
12,658 |
|
$ |
42,991 |
|
$ |
41,786 |
|
Pre-merger operating income(1) |
|
— |
|
|
|
— |
|
|
— |
|
|
12,076 |
|
Pro forma merger adjustments(2) |
|
— |
|
|
|
— |
|
|
— |
|
|
(4,086 |
) |
Pro forma operating income (loss) |
|
(289 |
) |
|
|
12,658 |
|
|
42,991 |
|
|
49,776 |
|
|
|
|
|
|
|
|
|
||||||
Gross profit adjustments: |
|
|
|
|
|
|
|
||||||
Inventory step-up(3) |
|
716 |
|
|
|
— |
|
|
3,582 |
|
|
2,867 |
|
Inventory net realizable value adjustment(4) |
|
— |
|
|
|
— |
|
|
— |
|
|
1,737 |
|
Total gross profit adjustments |
|
716 |
|
|
|
— |
|
|
3,582 |
|
|
4,604 |
|
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses adjustments: |
|
|
|
|
|
|
|
||||||
Merger and acquisition related costs(5) |
|
2,498 |
|
|
|
4,633 |
|
|
11,561 |
|
|
18,415 |
|
Stock-based compensation(6) |
|
2,499 |
|
|
|
2,003 |
|
|
7,940 |
|
|
(4,237 |
) |
Severance and acquisition related retention expenses(7) |
|
11,400 |
|
|
|
443 |
|
|
24,666 |
|
|
3,422 |
|
Other non-recurring(8) |
|
784 |
|
|
|
394 |
|
|
2,708 |
|
|
1,597 |
|
Total selling, general and administrative adjustments |
|
17,181 |
|
|
|
7,473 |
|
|
46,875 |
|
|
19,197 |
|
|
|
|
|
|
|
|
|
||||||
Total adjustments |
|
17,897 |
|
|
|
7,473 |
|
|
50,457 |
|
|
23,801 |
|
Non-GAAP adjusted operating income |
$ |
17,608 |
|
|
$ |
20,131 |
|
$ |
93,448 |
|
$ |
73,577 |
|
(1) |
Represents |
(2) |
Represents |
(3) |
Inventory fair value step-up adjustment for Lawson resulting from the reverse merger acquisition accounting and acquisition accounting for additional acquisitions completed by Gexpro Services or |
(4) |
Inventory net realizable value adjustment recorded to reduce inventory related to discontinued products where the anticipated net realizable value was lower than the cost reflected in our records |
(5) |
Transaction and integration costs related to the mergers and other acquisitions |
(6) |
Expense (benefit) primarily for stock-based compensation, of which a portion varies with the Company’s stock price |
(7) |
Includes severance expense for actions taken in 2023 and 2022 not related to a formal restructuring plan and acquisition related retention expenses for the Hisco acquisition |
(8) |
Other non-recurring costs consist of non-capitalized deferred financing costs incurred in conjunction with the 2023 credit agreement amendment, certain non-recurring strategic projects and other non-recurring items |
View source version on businesswire.com: https://www.businesswire.com/news/home/20240306370463/en/
Company:
Executive Vice President, Chief Financial Officer and Treasurer
1-888-611-9888
Investor Relations:
Three
214-872-2710 / 214-616-2207
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