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    Distribution Solutions Group Announces 2024 Second Quarter Results

    8/1/24 7:30:00 AM ET
    $DSGR
    Industrial Specialties
    Consumer Discretionary
    Get the next $DSGR alert in real time by email

    Quarterly Revenue Up 16.3%, Sequential Margin Growth and Strong Cash Flow

    Distribution Solutions Group, Inc. (NASDAQ:DSGR) ("DSG" or the "Company"), a premier specialty distribution company, today announced consolidated results for the second quarter ended June 30, 2024. This press release is supplemented by an earnings presentation at https://investor.distributionsolutionsgroup.com/news/events.

    The following represents a summary of certain operating results (unaudited). See the reconciliations of GAAP to non-GAAP measures in Tables 2, 3 and 4.

     

    Three Months Ended

     

    June 30,

     

    March 31,

    (Dollars in thousands)

    2024

     

    2023

     

    % Change

     

    2024

     

    % Change

    Revenue

    $

    439,536

     

     

    $

    377,984

     

     

    16.3

    %

     

    $

    416,086

     

     

    5.6

    %

     

     

     

     

     

     

     

     

     

     

    Operating income (loss)

    $

    14,158

     

     

    $

    13,776

     

     

    2.8

    %

     

    $

    2,783

     

     

    N/A

     

    Non-GAAP adjusted operating income

    $

    38,852

     

     

    $

    34,922

     

     

    11.3

    %

     

    $

    29,761

     

     

    30.5

    %

     

     

     

     

     

     

     

     

     

     

    Non-GAAP adjusted EBITDA

    $

    45,181

     

     

    $

    40,100

     

     

    12.7

    %

     

    $

    36,067

     

     

    25.3

    %

     

     

     

     

     

     

     

     

     

     

    Operating income (loss) as a percent of revenue

     

    3.2

    %

     

     

    3.6

    %

     

    -38bps

     

     

    0.7

    %

     

    255bps

    Adjusted EBITDA as a percent of revenue

     

    10.3

    %

     

     

    10.6

    %

     

    -30bps

     

     

    8.7

    %

     

    160bps

    Bryan King, CEO and Chairman of the Board, said, "Our strategic initiatives are on track, and I am pleased with DSG's quarterly results, marked by 16.3% revenue growth compared to last year and double-digit EBITDA margins of 10.3%. In addition, revenue and EBITDA in the second quarter improved sequentially due to acquisitions and improving performance in our existing businesses. As expected, organic revenues were down in the quarter from a year ago, but improved sequentially by nearly 4% from the first quarter. Our teams executed well this quarter and sustainably moved us in the right direction on all critical initiatives resulting in margin expansion within all three of our verticals. The Lawson MRO vertical had strong performance while continuing to make investments in its sales organization, the Gexpro Services OEM vertical realized continued margin expansion as expected and the TestEquity industrial technology vertical saw margins improve on some end market recovery and the continued integration of Hisco. For the quarter we generated $45.2 million of adjusted EBITDA, sequentially a 25% improvement over the previous quarter.

    "We are very excited about our recent announcement to acquire Source Atlantic, which is expected to close in the third quarter. This CAD $250 million business will meaningfully drive DSG's growth by expanding our scale, customer base, and geographic reach and by enhancing our enterprise-wide product offerings. Combining Source Atlantic's eastern Canadian-focused operations with The Bolt Supply House's concentration in western Canada positions us as leading MRO player across Canada. In addition to Source Atlantic, our Emergent Safety Supply and S&S Automotive acquisitions completed earlier this year further strengthens DSG's North American value-added capabilities.

    "We remain focused on actively working our pipeline of acquisition targets, incremental margin enhancement initiatives, and cost savings. These efforts, along with some end market recovery, drove DSG's strong second quarter results. Through our asset-light business model our focus on growing operating cash flows and accelerating returns on invested capital, positions us well to maximize long-term shareholder value," concluded Mr. King.

    2024 Second Quarter Summary(1)

    • Revenue increased $61.6 million, or 16.3%, to $439.5 million including $81.4 million of incremental revenue from 2023 and 2024 acquisitions. While organic sales declined 5.7% on comparable days, organic sales grew 3.8% over the first quarter of 2024. The sequential sales increase was driven by improving sales in many of DSG's end markets, including Test & Measurement, Renewables, Technology and project-related business.
    • Operating income was $14.2 million, net of $12.2 million of non-cash acquired intangible amortization and $12.5 million of non-recurring severance and acquisition-related retention costs, stock-based compensation, acquisition-related costs and other non-recurring items. This compares to operating income of $13.8 million in the prior year quarter. Adjusted operating income, excluding these non-cash and non-recurring items, was $38.9 million in the current quarter compared to $34.9 million in the year-ago quarter and $29.8 million in the first quarter of 2024.
    • Diluted income per share was $0.04 for the quarter compared to diluted income per share of $0.07 in the year-ago quarter based on higher depreciation and amortization expenses and non-recurring severance and acquisition-related retention costs in the current quarter. Non-GAAP adjusted diluted earnings per share was $0.40 compared to $0.42 for the same period a year ago and $0.25 for the first quarter of 2024.
    • Adjusted EBITDA was $45.2 million, a 10.3% margin compared to $40.1 million, a 10.6% margin in the prior year quarter. Sequentially, adjusted EBITDA grew $9.1 million or 25.3% from the first quarter of 2024; and increased as a percent of sales by 160bps.
    • The Company ended the second quarter with total liquidity of $209.9 million, consisting of $56.9 million of cash (restricted and unrestricted) and $153.0 million of availability under its credit facility with net debt leverage of 3.2x. Cash generated from operations was $21.4 million for the quarter. Uses of cash in the second quarter included net capital expenditures of $4.0 million and share repurchases of $1.7 million.
    • Lawson completed the acquisition of S&S Automotive in May 2024.

    (1) See reconciliation of GAAP to non-GAAP measures in tables 2, 3 and 4.

    Share and per share data for all periods presented reflect two-for-one stock split.

    Conference Call

    Distribution Solutions Group, Inc. will conduct a conference call with investors to discuss 2024 second quarter results at 9:00 a.m. Eastern Time on August 1, 2024. The conference call is available by direct dial at 1-888-506-0062 in the U.S. or 1-973-528-0011 from outside of the U.S. The participant access code is 258432. A replay of the conference call will be available by telephone approximately two hours after completion of the call through August 15, 2024. Callers can access the replay by dialing 1-877-481-4010 in the U.S. or 1-919-882-2331 outside the U.S. The passcode for the replay is 50812. A streaming audio of the call and an archived replay will also be available on the investor relations page of Distribution Solutions Group's website. Presentations may be supplemented by a series of slides appearing on the company's investor relations home page at https://investor.distributionsolutionsgroup.com/news/events.

    About Distribution Solutions Group, Inc.

    Distribution Solutions Group ("DSG") is a premier multi-platform specialty distribution company providing high touch, value-added distribution solutions to the maintenance, repair & operations (MRO), the original equipment manufacturer (OEM) and the industrial technologies markets. DSG was formed through the strategic combination of Lawson Products, a leader in MRO distribution of C-parts, Gexpro Services, a leading global supply chain services provider to manufacturing customers, and TestEquity, a leader in electronic test & measurement solutions.

    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 North America, Europe, Asia, South America and the Middle East.

    For more information on Distribution Solutions Group please visit www.distributionsolutionsgroup.com.

    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 SEC, including DSG's Annual Report on Form 10-K, DSG's Quarterly Reports on Form 10-Q and DSG's Current Reports on Form 8-K, which should be reviewed carefully. In addition, the following factors, among others, could cause actual outcomes and results to differ materially from those discussed in the forward-looking statements: (i) unanticipated difficulties, expenditures or any problems arising in connection with or after the combination of the businesses of Lawson Products, TestEquity and Gexpro Services (the "merger"), which may result in DSG not operating as effectively and efficiently as expected; (ii) the risk that stockholder litigation in connection with the merger or any other acquisition or business combination completed by DSG or any of its subsidiaries results in significant costs of defense, indemnification and liability; and (iii) the risks that DSG may encounter difficulties integrating the business of DSG with the business of other companies that DSG has acquired or may acquire or has otherwise combined with or may otherwise combine with, that DSG may not achieve the anticipated synergies contemplated with respect to any such business or transactions and that certain assumptions with respect to such business or transactions could prove to be inaccurate.

     

    Distribution Solutions Group, Inc.

    Condensed Consolidated Balance Sheets

    (Dollars in thousands, except share data)

    (Unaudited)

     

     

    June 30,

    2024

     

    December 31,

    2023

    ASSETS

     

     

     

    Current assets:

     

     

     

    Cash and cash equivalents

    $

    46,786

     

     

    $

    83,931

     

    Restricted cash

     

    10,125

     

     

     

    15,695

     

    Accounts receivable, less allowances

     

    235,802

     

     

     

    213,448

     

    Inventories

     

    320,748

     

     

     

    315,984

     

    Prepaid expenses and other current assets

     

    43,306

     

     

     

    28,272

     

    Assets held for sale

     

    3,589

     

     

     

    —

     

    Total current assets

     

    660,356

     

     

     

    657,330

     

    Property, plant and equipment, net

     

    108,709

     

     

     

    113,811

     

    Rental equipment, net

     

    23,062

     

     

     

    24,575

     

    Goodwill

     

    428,308

     

     

     

    399,925

     

    Deferred tax asset, net

     

    84

     

     

     

    95

     

    Intangible assets, net

     

    276,896

     

     

     

    253,834

     

    Cash value of life insurance

     

    19,312

     

     

     

    18,493

     

    Right of use operating lease assets

     

    84,878

     

     

     

    76,340

     

    Other assets

     

    5,947

     

     

     

    5,928

     

    Total assets

    $

    1,607,552

     

     

    $

    1,550,331

     

    LIABILITIES AND STOCKHOLDERS' EQUITY

     

     

     

    Current liabilities:

     

     

     

    Accounts payable

    $

    108,184

     

     

    $

    98,674

     

    Current portion of long-term debt

     

    31,367

     

     

     

    32,551

     

    Current portion of lease liabilities

     

    16,877

     

     

     

    13,549

     

    Accrued expenses and other current liabilities

     

    108,116

     

     

     

    97,241

     

    Total current liabilities

     

    264,544

     

     

     

    242,015

     

    Long-term debt, less current portion, net

     

    573,654

     

     

     

    535,881

     

    Lease liabilities

     

    73,480

     

     

     

    67,065

     

    Deferred tax liability, net

     

    16,774

     

     

     

    18,326

     

    Other liabilities

     

    25,796

     

     

     

    25,443

     

    Total liabilities

     

    954,248

     

     

     

    888,730

     

    Stockholders' equity:

     

     

     

    Preferred stock, $1 par value:

     

     

     

    Authorized - 500,000 shares, issued and outstanding — None

     

    —

     

     

     

    —

     

    Common stock, $1 par value:

     

     

     

    Authorized - 70,000,000 shares

    Issued - 47,636,856 and 47,535,618 shares, respectively

    Outstanding - 46,787,160 and 46,758,359 shares, respectively

     

    46,786

     

     

     

    46,758

     

    Capital in excess of par value

     

    674,074

     

     

     

    671,154

     

    Retained deficit

     

    (38,035

    )

     

     

    (34,707

    )

    Treasury stock – 849,696 and 777,259 shares, respectively

     

    (18,655

    )

     

     

    (16,434

    )

    Accumulated other comprehensive income (loss)

     

    (10,866

    )

     

     

    (5,170

    )

    Total stockholders' equity

     

    653,304

     

     

     

    661,601

     

    Total liabilities and stockholders' equity

    $

    1,607,552

     

     

    $

    1,550,331

     

    Distribution Solutions Group, Inc.

    Condensed Consolidated Statements of Operations

    (Dollars in thousands, except per share data)

    (Unaudited)

     

     

    Three Months Ended

     

    Six Months Ended

     

    June 30,

     

    June 30,

     

    2024

     

    2023

     

    2024

     

    2023

     

     

     

     

     

     

     

     

    Revenue

    $

    439,536

     

     

    $

    377,984

     

     

    $

    855,622

     

     

    $

    726,254

     

    Cost of goods sold

     

    288,009

     

     

     

    241,961

     

     

     

    560,686

     

     

     

    457,360

     

    Gross profit

     

    151,527

     

     

     

    136,023

     

     

     

    294,936

     

     

     

    268,894

     

     

     

     

     

     

     

     

     

    Selling, general and administrative expenses

     

    137,369

     

     

     

    122,247

     

     

     

    277,995

     

     

     

    238,397

     

     

     

     

     

     

     

     

     

    Operating income (loss)

     

    14,158

     

     

     

    13,776

     

     

     

    16,941

     

     

     

    30,497

     

     

     

     

     

     

     

     

     

    Interest expense

     

    (12,793

    )

     

     

    (9,492

    )

     

     

    (24,620

    )

     

     

    (17,162

    )

    Change in fair value of earnout liabilities

     

    (8

    )

     

     

    36

     

     

     

    (3

    )

     

     

    (21

    )

    Other income (expense), net

     

    359

     

     

     

    (761

    )

     

     

    97

     

     

     

    (1,736

    )

     

     

     

     

     

     

     

     

    Income (loss) before income taxes

     

    1,716

     

     

     

    3,559

     

     

     

    (7,585

    )

     

     

    11,578

     

    Income tax expense (benefit)

     

    (180

    )

     

     

    535

     

     

     

    (4,257

    )

     

     

    2,647

     

     

     

     

     

     

     

     

     

    Net income (loss)

    $

    1,896

     

     

    $

    3,024

     

     

    $

    (3,328

    )

     

    $

    8,931

     

     

     

     

     

     

     

     

     

    Basic income (loss) per share of common stock

    $

    0.04

     

     

    $

    0.07

     

     

    $

    (0.07

    )

     

    $

    0.21

     

     

     

     

     

     

     

     

     

    Diluted income (loss) per share of common stock

    $

    0.04

     

     

    $

    0.07

     

     

    $

    (0.07

    )

     

    $

    0.21

     

     

     

     

     

     

     

     

     

    Basic weighted average shares outstanding

     

    46,818,932

     

     

     

    43,621,236

     

     

     

    46,798,055

     

     

     

    42,935,198

     

     

     

     

     

     

     

     

     

    Diluted weighted average shares outstanding

     

    47,623,712

     

     

     

    43,995,014

     

     

     

    46,798,055

     

     

     

    43,305,218

     

     

    Distribution Solutions Group, Inc.

    Condensed Consolidated Statements of Cash Flows

    (Dollars in thousands)

    (Unaudited)

     

     

    Six Months Ended June 30,

     

    2024

     

    2023

    Operating activities

     

     

     

    Net income (loss)

    $

    (3,328

    )

     

    $

    8,931

     

    Adjustments to reconcile to net cash used in operating activities:

     

     

     

    Depreciation and amortization

     

    35,587

     

     

     

    30,306

     

    Amortization of debt issuance costs

     

    1,320

     

     

     

    1,002

     

    Stock-based compensation

     

    1,891

     

     

     

    4,392

     

    Deferred income taxes

     

    (1,541

    )

     

     

    86

     

    Change in fair value of earnout liabilities

     

    3

     

     

     

    21

     

    (Gain) loss on sale of rental equipment

     

    (900

    )

     

     

    (1,377

    )

    (Gain) loss on sale of property, plant and equipment

     

    (5

    )

     

     

    215

     

    Charge for step-up of acquired inventory

     

    634

     

     

     

    716

     

    Net realizable value adjustment and write-offs for obsolete and excess inventory

     

    3,110

     

     

     

    3,538

     

    Bad debt expense

     

    106

     

     

     

    933

     

    Changes in operating assets and liabilities, net of acquisitions:

     

     

     

    Accounts receivable

     

    (18,331

    )

     

     

    (4,799

    )

    Inventories

     

    (1,636

    )

     

     

    (2,576

    )

    Prepaid expenses and other current assets

     

    (15,345

    )

     

     

    (6,405

    )

    Accounts payable

     

    9,771

     

     

     

    (8,936

    )

    Accrued expenses and other current liabilities

     

    15,636

     

     

     

    (624

    )

    Other changes in operating assets and liabilities

     

    1,037

     

     

     

    2,041

     

    Net cash provided by (used in) operating activities

     

    28,009

     

     

     

    27,464

     

    Investing activities

     

     

     

    Purchases of property, plant and equipment

     

    (5,829

    )

     

     

    (7,796

    )

    Business acquisitions, net of cash acquired

     

    (95,437

    )

     

     

    (252,007

    )

    Purchases of rental equipment

     

    (3,214

    )

     

     

    (5,990

    )

    Proceeds from sale of rental equipment

     

    2,110

     

     

     

    2,969

     

    Net cash provided by (used in) investing activities

     

    (102,370

    )

     

     

    (262,824

    )

    Financing activities

     

     

     

    Proceeds from revolving lines of credit

     

    84,139

     

     

     

    161,684

     

    Payments on revolving lines of credit

     

    (40,285

    )

     

     

    (274,134

    )

    Proceeds from term loans

     

    —

     

     

     

    305,000

     

    Payments on term loans

     

    (8,188

    )

     

     

    (11,250

    )

    Deferred financing costs

     

    —

     

     

     

    (3,419

    )

    Proceeds from rights offering, net of offering costs of $1,531

     

    —

     

     

     

    98,469

     

    Repurchase of common stock

     

    (1,683

    )

     

     

    —

     

    Shares repurchased held in treasury

     

    (538

    )

     

     

    (171

    )

    Payment of financing lease principal

     

    (237

    )

     

     

    (249

    )

    Payment of earnout

     

    —

     

     

     

    (1,000

    )

    Net cash provided by (used in) financing activities

     

    33,208

     

     

     

    274,930

     

    Effect of exchange rate changes on cash and cash equivalents

     

    (1,562

    )

     

     

    541

     

    Increase (decrease) in cash, cash equivalents and restricted cash

     

    (42,715

    )

     

     

    40,111

     

    Cash, cash equivalents and restricted cash at beginning of period

     

    99,626

     

     

     

    24,740

     

    Cash, cash equivalents and restricted cash at end of period

    $

    56,911

     

     

    $

    64,851

     

    Cash and cash equivalents

    $

    46,786

     

     

    $

    44,244

     

    Restricted cash

     

    10,125

     

     

     

    20,607

     

    Total cash, cash equivalents and restricted cash

    $

    56,911

     

     

    $

    64,851

     

    Distribution Solutions Group, Inc.

    Table 1 - Selected Segment Financial Data

    (Dollars in thousands)

    (Unaudited)

     

     

     

     

     

    Three Months Ended

     

    June 30,

     

    2024

     

    2023

    Revenue:

     

     

     

    Lawson Products

    $

    121,118

     

     

    $

    119,147

     

    Gexpro Services

     

    107,134

     

     

     

    108,274

     

    TestEquity

     

    197,481

     

     

     

    136,067

     

    Other

     

    14,471

     

     

     

    14,496

     

    Intersegment revenue elimination

     

    (668

    )

     

     

    —

     

    Total

    $

    439,536

     

     

    $

    377,984

     

     

     

     

     

    Operating income (loss):

     

     

     

    Lawson Products

    $

    6,129

     

     

    $

    8,470

     

    Gexpro Services

     

    8,091

     

     

     

    8,778

     

    TestEquity

     

    703

     

     

     

    (3,182

    )

    Other

     

    (765

    )

     

     

    (290

    )

    Total

    $

    14,158

     

     

    $

    13,776

     

    DISTRIBUTION SOLUTIONS GROUP, INC.

    SEC REGULATION G GAAP RECONCILIATIONS

     

    The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, the Company's management believes that certain non-GAAP financial measures may provide users of this financial information with additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflections of underlying trends of the business because they provide a comparison of historical information that excludes certain non-operational or non-cash items that impact the overall comparability. See Tables below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three months ended June 30, 2024 and 2023 and the three months ended March 31, 2024. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.

    Distribution Solutions Group, Inc.

    Table 2 - Reconciliation of GAAP Net Income (Loss) and GAAP Operating Income (Loss) to

    Non-GAAP Adjusted EBITDA

    (Dollars in thousands)

    (Unaudited)

     

     

     

     

     

     

     

    Three Months Ended

     

    June 30, 2024

     

    June 30, 2023

     

    March 31, 2024

    Net income (loss)

    $

    1,896

     

     

    $

    3,024

     

     

    $

    (5,224

    )

    Income tax expense (benefit)

     

    (180

    )

     

     

    535

     

     

     

    (4,077

    )

    Other income (expense), net

     

    (359

    )

     

     

    761

     

     

     

    262

     

    Change in fair value of earnout liabilities

     

    8

     

     

     

    (36

    )

     

     

    (5

    )

    Interest expense

     

    12,793

     

     

     

    9,492

     

     

     

    11,827

     

    Operating income (loss)

     

    14,158

     

     

     

    13,776

     

     

     

    2,783

     

    Depreciation and amortization

     

    18,535

     

     

     

    14,584

     

     

     

    17,052

     

    Stock-based compensation(1)

     

    (307

    )

     

     

    2,188

     

     

     

    2,198

     

    Severance and acquisition related retention expenses(2)

     

    8,313

     

     

     

    2,437

     

     

     

    10,716

     

    Acquisition related costs(3)

     

    3,598

     

     

     

    5,058

     

     

     

    1,954

     

    Inventory step-up(4)

     

    634

     

     

     

    716

     

     

     

    —

     

    Other non-recurring(5)

     

    250

     

     

     

    1,341

     

     

     

    1,364

     

    Non-GAAP adjusted EBITDA

    $

    45,181

     

     

    $

    40,100

     

     

    $

    36,067

     

     

     

     

     

     

     

    Operating income (loss) as a percent of revenue

     

    3.2

    %

     

     

    3.6

    %

     

     

    0.7

    %

     

     

     

     

     

     

    Adjusted EBITDA as a percent of revenue

     

    10.3

    %

     

     

    10.6

    %

     

     

    8.7

    %

    (1)

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

    (2)

    Includes severance expense for actions taken in 2024 and 2023 not related to a formal restructuring plan and acquisition related retention expenses for the Hisco and S&S Automotive acquisitions

    (3)

    Transaction and integration costs related to acquisitions

    (4)

    Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed by Lawson Products and TestEquity

    (5)

    Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items

    Distribution Solutions Group, Inc.

    Table 3 - 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

     

    June 30, 2024

     

    June 30, 2023(3)(4)

     

    March 31, 2024

     

    Amount

     

    Diluted EPS(2)

     

    Amount

     

    Diluted EPS(2)

     

    Amount

     

    Diluted EPS(2)

    Net income (loss)

    $

    1,896

     

     

    $

    0.04

     

     

    $

    3,024

     

     

    $

    0.07

     

     

    $

    (5,224

    )

     

    $

    (0.11

    )

     

     

     

     

     

     

     

     

     

     

     

     

    Pretax adjustments:

     

     

     

     

     

     

     

     

     

     

     

    Stock-based compensation

     

    (307

    )

     

     

    (0.01

    )

     

     

    2,188

     

     

     

    0.05

     

     

     

    2,198

     

     

     

    0.05

     

    Acquisition related costs

     

    3,598

     

     

     

    0.08

     

     

     

    5,058

     

     

     

    0.11

     

     

     

    1,954

     

     

     

    0.04

     

    Amortization of intangible assets

     

    12,206

     

     

     

    0.26

     

     

     

    9,406

     

     

     

    0.21

     

     

     

    10,746

     

     

     

    0.23

     

    Severance and acquisition related retention expenses

     

    8,313

     

     

     

    0.17

     

     

     

    2,437

     

     

     

    0.06

     

     

     

    10,716

     

     

     

    0.23

     

    Change in fair value of earnout liabilities

     

    8

     

     

     

    —

     

     

     

    (36

    )

     

     

    —

     

     

     

    (5

    )

     

     

    —

     

    Inventory step-up

     

    634

     

     

     

    0.01

     

     

     

    716

     

     

     

    0.02

     

     

     

    —

     

     

     

    —

     

    Other non-recurring

     

    250

     

     

     

    0.01

     

     

     

    1,341

     

     

     

    0.03

     

     

     

    1,364

     

     

     

    0.03

     

    Total pretax adjustments

     

    24,702

     

     

     

    0.52

     

     

     

    21,110

     

     

     

    0.48

     

     

     

    26,973

     

     

     

    0.58

     

    Tax effect on adjustments(1)(3)

     

    (7,238

    )

     

     

    (0.15

    )

     

     

    (5,552

    )

     

     

    (0.13

    )

     

     

    (7,334

    )

     

     

    (0.16

    )

    Deferred tax asset valuation allowance(5)

     

    (410

    )

     

     

    (0.01

    )

     

     

    —

     

     

     

    —

     

     

     

    (2,696

    )

     

     

    (0.06

    )

    Non-GAAP adjusted net income

    $

    18,950

     

     

    $

    0.40

     

     

    $

    18,582

     

     

    $

    0.42

     

     

    $

    11,719

     

     

    $

    0.25

     

    (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 47.624 million, 43.995 million and 46.777 million diluted shares for the second quarter of 2024 and 2023, and the first quarter of 2024, respectively

    (3)

    In the fourth quarter of 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)

    Distribution Solutions Group, Inc.

    Table 4 - Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Adjusted Operating Income

    (Dollars in thousands)

    (Unaudited)

     

     

     

     

     

     

     

    Three Months Ended

     

    June 30,

     

    March 31,

     

    2024

     

    2023

     

    2024

    Operating income (loss)

    $

    14,158

     

     

    $

    13,776

     

    $

    2,783

     

     

     

     

     

     

    Gross profit adjustments:

     

     

     

     

     

    Inventory step-up(1)

     

    634

     

     

     

    716

     

     

    —

    Total gross profit adjustments

     

    634

     

     

     

    716

     

     

    —

     

     

     

     

     

     

    Selling, general and administrative expenses adjustments:

     

     

     

     

     

    Acquisition related costs(2)

     

    3,598

     

     

     

    5,058

     

     

    1,954

    Amortization of intangible assets(3)

     

    12,206

     

     

     

    9,406

     

     

    10,746

    Stock-based compensation(4)

     

    (307

    )

     

     

    2,188

     

     

    2,198

    Severance and acquisition related retention expenses(5)

     

    8,313

     

     

     

    2,437

     

     

    10,716

    Other non-recurring(6)

     

    250

     

     

     

    1,341

     

     

    1,364

    Total selling, general and administrative adjustments

     

    24,060

     

     

     

    20,430

     

     

    26,978

     

     

     

     

     

     

    Total adjustments

     

    24,694

     

     

     

    21,146

     

     

    26,978

    Non-GAAP adjusted operating income

    $

    38,852

     

     

    $

    34,922

     

    $

    29,761

    (1)

    Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed by Lawson Products and TestEquity

    (2)

    Transaction and integration costs related to acquisitions

    (3)

    In the fourth quarter of 2023, the Company changed the treatment of amortization of intangible assets to be included in the calculation of Non-GAAP adjusted operating income. Prior periods have been adjusted to conform to current period presentation.

    (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 2024 and 2023 not related to a formal restructuring plan and acquisition related retention expenses for the Hisco and S&S Automotive acquisitions

    (6)

    Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20240731009470/en/

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