Distribution Solutions Group, Inc. · NASDAQ:DSGR
Distribution Solutions — Merger or Acquisition (March 2023)
13 slides from Distribution Solutions's merger presentation, Mar 31, 2023
Slide 1: HIS Company, Inc. (Hisco) Acquisition Overview
NASDAQ: DSGR HIS Company, Inc. (“Hisco”) Acquisition Overview March 31, 2023
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements This presentation contains 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, and the “safe harbor” provisions under the Priv
Slide 3: Hisco Accelerates DSG's Vision for Growth
Hisco Accelerates DSG’s Vision for Growth ‘22 Revenue:1 ~$1.3B ‘22 Revenue:2 ~$404M ‘22 EBITDA:1 ~$123M ‘22 EBITDA:2 ~$29M Diversified distribution company with high-touch, Mission-critical distribution company value-added solutions catering to MRO, OEM and serving electronic assembly, aerospace & I
Slide 4: Creating a More Unified Platform
Creating a More Unified Platform More closely aligns TestEquity to DSG and strengthens the overall organization’s value proposition ✓ Extended cross-sell opportunities ✓ Expanded value-added capabilities across platform ✓ Geographic pull-through deeper into Mexico and South America ✓ Expected to acc
Slide 5: Transaction Summary
Transaction Summary ▪ Upfront purchase price of $269.1M (9.4x 2022 Adjusted EBITDA1) • Mid-7x inclusive of anticipated synergies realized within 12 months post-close Value ▪ Approximately $35M of anticipated future tax benefit value2 ▪ Expected to be accretive on an adjusted basis3 in 2023 ▪ Transac
Slide 6: Industry-Leading Industrial Distribution Platform
Industry-Leading Industrial Distribution Platform MRO Focus OEM Focus Industrial Technologies Focus Leading vendor managed Leading global supply chain services Leading supplier of electronic & specialty inventory provider of C-parts and C-parts provider to OEM production supplies and T&M equipment t
Slide 7: Hisco At a Glance
Hisco At a Glance Business Overview Select Product Offering Mix1 Largest Suppliers ▪ Leading broadline industrial supplies distribution business with integrated footprint 4% 3% Adhesives, Sealants & Tapes 4% across the United States, Canada, and Mexico 4% Soldering & Rework 4% Chemical & Cleaning Su
Slide 8: Hisco's Strategic Fit with TestEquity
Hisco’s Strategic Fit with TestEquity Highly Complementary Businesses Scaled Geographic Footprint Strong, complementary fit with Aligned Product TestEquity’s niche, specialty Offerings / Services product offerings and value-add services Strategic alignment with TestEquity’s suppliers, particularly S
Slide 9: DSG Go-Forward Vision for Growth
DSG Go-Forward Vision for Growth Best-in-Class Specialty Distribution Platform Poised for Accelerated Growth Positioned for Organic Growth Opportunities + Actionable Acquisition Program ▪ In-house Corporate Development team with first-class experience ✓ Unique Total Customer and Supplier Value Propo
Slide 10: Compelling Strategic Rationale
Compelling Strategic Rationale ✓ Meaningfully enhances DSG’s scale and operational footprint in North America ✓ Highly complementary product offerings, supplier & customer bases and end markets ✓ Synergistic acquisition with strong commercial logic, accelerating DSG’s overall growth trajectory ✓ Str
Slide 11: Investor Contacts
Investor Contacts Three Part Advisors, LLC (214) 872-2710 Steven Hooser shooser@threepa.com Sandy Martin smartin@threepa.com 11 Hisco Acquisition Overview
Slide 12: Appendix
Appendix 12 Hisco Acquisition Overview
Slide 13: Reconciliation of GAAP Revenue and GAAP Operating Income to Non-GAAP Adjusted Revenue and EBITDA
Reconciliation of GAAP Revenue and GAAP Operating Income to Non- GAAP Adjusted Revenue and Non-GAAP Adjusted EBITDA (Dollars in Thousands) Distribution Solutions Group Hisco Year Ended Year Ended 12/31/2022 10/31/2022 GAAP Revenue $ 1,151,422 GAAP Revenue $ 403,675 Pre-Merger Revenue (1) 117,877 Adj
Distribution Solutions Group — Merger or Acquisition (March 2023) on 6ix