FORT WORTH, TEXAS, May 1, 2025 - Distribution Solutions Group, Inc. (NASDAQ:DSGR) ("DSG" or the "Company"), a premier specialty distribution company, today announced consolidated results for the first quarter ended March 31, 2025. 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.

Bryan King, CEO and Chairman, said, "Our financial results met expectations for the quarter, despite macro uncertainties that affected all U.S. companies. We are pleased with first quarter sales of $478 million, up 14.9%, comprising inorganic revenue of $51 million and an increase in organic average daily sales of 4.3%. On a constant currency basis our organic ADS was up 4.7%, which includes a full quarter of contribution from Source Atlantic. First quarter's Adjusted EBITDA grew to $42.8 million, up 18.6% and expanded to 9.0% as a percent of sales compared to 8.7% in the year-ago period.

"We are pleased to report year-over-year net margin expansion in each of our three verticals on a comparable basis. Lawson’s net margins in the quarter expanded from 11.4% a year ago to 11.9%, Gexpro Services expanded from 11.0% a year ago to 12.6% and TestEquity expanded from 6.2% a year ago to 6.8%. As expected, Source Atlantic’s results compressed the Canada Branch Division and DSG’s net margins. Excluding the Source Atlantic impact from the consolidated results, Adjusted EBITDA margin for the first quarter would have been 9.6%. Initiatives to improve margins in each of our five 2024 acquisitions are in the early innings. We remain confident in our plan to improve DSG's structural margins and achieve our higher return goals.

"We are cautiously optimistic about 2025 and are well-positioned to help our customers navigate alternative sourcing and services as trade policies develop. In the first quarter, our capital allocation priorities allowed us to take advantage of opportunistic share repurchases totaling $11.2 million. We continue to focus on long-term value creation through the growth of our industrial distribution platform. We are building higher-margin businesses by strategically scaling our platform through a combination of organic growth and highly strategic M&A. Our focus on managing our capital structure and generating high cash flow conversion rates positions us well to generate sustaining, long-term value for our shareholders," concluded Mr. King.

2025 First Quarter Summary(1)

•Revenue increased $61.9 million, or 14.9%, to $478.0 million, including $50.8 million of revenue from five acquisitions closed in 2024. Organic average daily sales grew 4.3% over a year ago but decreased 1.4% sequentially over the fourth quarter of 2024. On a constant currency basis, organic average daily sales grew 4.7% over a year ago quarter.

•Operating income was $20.1 million, net of $11.6 million of non-cash acquired intangible amortization and $2.7 million of non-recurring severance and acquisition-related retention costs, stock-based compensation, acquisition-related costs and other non-recurring items. This compares to an operating income of $2.8 million in the prior year quarter, net of similar items as 2024. Adjusted operating income, excluding these non-cash and non-recurring items, was $34.4 million in the current quarter compared to $29.8 million in the year-ago quarter and $37.3 million in the fourth quarter of 2024.

•Diluted net income per share was $0.07 for the quarter compared to diluted net loss per share of $0.11 in the year-ago quarter. Non-GAAP adjusted diluted earnings per share was $0.31 compared to $0.25 for the same period a year ago and $0.42 for the fourth quarter of 2024.

•Adjusted EBITDA grew $6.7 million to $42.8 million, or 9.0% of sales, compared to $36.1 million, or 8.7% of sales in the prior year quarter. Inclusion of the 2024 Source Atlantic acquisition compressed Adjusted EBITDA as a percentage of sales by approximately 60bps over the year ago quarter. Sequentially, Adjusted EBITDA decreased by $2.1 million from the fourth quarter of 2024 and decreased as a percentage of sales by 30bps.

•Uses of cash for the quarter included net capital expenditures of $5.1 million and share repurchases of $11.2 million.

•The Company ended the quarter with total liquidity of $304.8 million, consisting of $80.0 million of cash (restricted and unrestricted) and $224.7 million of availability under its credit facility with net debt leverage of 3.6x.

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

Conference Call

Distribution Solutions Group, Inc. will conduct a conference call with investors to discuss 2025 first quarter results at 9:00 a.m. Eastern Time on May 1, 2025. 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 958334. A replay of the conference call will be available by telephone approximately two hours after completion of the call through May 15, 2025. 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 52327. 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 200,000 customers in several diverse end markets supported by approximately 4,400 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, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe-harbor” provisions under the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. The terms "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. DSG undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise. Each forward-looking statement speaks only as of the date on which such statement is made, and DSG undertakes no obligation to update any such statement to reflect events or circumstances arising after such date. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Factors that could cause or contribute to such differences or that might otherwise impact DSG’s business, financial condition and results of operations include the risks that DSG may encounter difficulties integrating the business of DSG with the business of other companies that DSG has combined with or may otherwise combine with and that certain assumptions with respect to such business or transactions could prove to be inaccurate. Certain risks associated with DSG’s business are also discussed from time to time in the reports DSG files with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K or other reports the Company may file from time to time with the Securities and Exchange Commission, which should be reviewed carefully.

(Dollars in thousands, except share data)

(Unaudited)

(Dollars in thousands, except per share data)

(Unaudited)

(Dollars in thousands)

(Unaudited)

Change in Reportable Segments: In the third quarter of 2024, as a result of the Source Atlantic Limited ("Source Atlantic") acquisition, we realigned our reportable segments by adding a new segment with a focus on the Canadian MRO market. The new Canada Branch Division segment includes the results of Source Atlantic and Bolt Supply House ("Bolt"). The results of Bolt had previously been included in our All Other non-reportable segment prior to Q3 2024. The results of the Lawson, TestEquity and Gexpro Services reportable segments did not change. The segment realignment had no impact on our financial condition or results of operations. Prior period segment results have been recast to reflect our new reportable segments.

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 March 31, 2025 and 2024 and the three months ended December 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.

(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 not related to a formal restructuring plan and acquisition related retention expenses.

(3)Transaction and integration costs related to acquisitions.

(4)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.

(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
			March 31, 2025												March 31, 2024												December 31, 2024
			Amount						Diluted EPS(2)						Amount						Diluted EPS(2)						Amount						Diluted EPS(2)
Net income (loss)			$	3,261					$	0.07					$	(5,224)					$	(0.11)					$	(25,925)					$	(0.55)
Pretax adjustments:
Stock-based compensation			974						0.02						2,198						0.05						910						0.02
Acquisition related costs			108						—						1,954						0.04						1,689						0.04
Amortization of intangible assets			11,585						0.24						10,746						0.23						12,559						0.27
Severance and acquisition related retention expenses			1,628						0.03						10,716						0.23						639						0.01
Change in fair value of earnout liabilities			1,000						0.02						(5)						—						127						—
Inventory step-up			—						—						—						—						1,122						0.02
Other non-recurring			—						—						1,364						0.03						307						0.01
Total pretax adjustments			15,295						0.31						26,973						0.58						17,353						0.37
Tax effect on adjustments(1)/(3)			(4,044)						(0.07)						(7,334)						(0.16)						2,054						0.04
Deferred tax asset valuation allowance(3)/(4)			190						—						(2,696)						(0.06)						26,205						0.56
Non-GAAP adjusted net income			$	14,702					$	0.31					$	11,719					$	0.25					$	19,687					$	0.42

(1)The adjustment to the income tax expense (benefit) is determined by excluding the non-GAAP adjustments by jurisdiction.

(2)Pretax adjustments to diluted EPS calculated on 47.400 million, 46.777 million and 46.849 million diluted shares for the first quarter of 2025 and 2024,and the fourth quarter of 2024, respectively.

(3)The quarter-to-date amounts are derived from the current period year-to-date amount less the previous quarter year-to-date amount.

(4)The estimated impact to the deferred tax asset valuation allowance from interest expense limitations under Section 163(j) determined by including the non-GAAP adjustments by jurisdiction.

(1)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.

(2)Transaction and integration costs related to acquisitions.

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

(4)Includes severance expense for actions taken not related to a formal restructuring plan and acquisition related retention expenses.

(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.

(1)Transaction and integration costs related to acquisitions.

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

(3)Includes severance expense from actions taken not related to a formal restructuring plan and acquisition related retention expenses.

(4)Inventory fair value step-up adjustment for acquisition accounting related to acquisitions completed.

(5)Other non-recurring costs consist of certain non-recurring strategic projects and other non-recurring items.

Distribution Solutions Group, Inc.

Ronald J. Knutson

Executive Vice President, Chief Financial Officer and Treasurer

1-888-611-9888

Three Part Advisors, LLC

Steven Hooser / Sandy Martin

214-872-2710 / 214-616-2207