clmb20250331

clmb20250331_10q.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-26408

Climb Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3136104
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

4 Industrial Way West, Suite 300, Eatontown, New Jersey 07724

(Address of principal executive offices)

(732) 389-8950

(Registrant’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common stock, $.01 par value per share		CLMB		The Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☒
	Smaller Reporting Company ☐
Non-Accelerated Filer ☐	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 4,602,362 outstanding shares of common stock, par value $.01 per share (“Common Stock”) as of April 30, 2025.

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CLIMB GLOBAL SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED March 31, 2025

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		Page

	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	4

	Condensed Consolidated Statements of Earnings for the three months ended March 31, 2025 and 2024 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024 (unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4.	Controls and Procedures	32

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 5.	Other Information	33

Item 6.	Exhibits, Financial Statement Schedules	34

SIGNATURES		35

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and are intended to come within the safe harbor protection provided by those sections. The statements, other than statements of historical fact, included in this Quarterly Report are forward-looking statements. Many of the forward-looking statements contained in this Quarterly Report may be identified by the use of forward-looking words such as “believes,” “expects,” “intends,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “in development,” “opportunity,” “target,” “outlook,” “maintain,” “continue,” “goal,” “aim,” “commit,” or similar expressions or when we discuss our future operating results, priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Because these forward-looking statements are subject to risks and uncertainties, actual results could differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, but are not limited to, the continued acceptance of the Company’s distribution channel by vendors and customers, the timely availability and acceptance of new products, product mix, market conditions, competitive pricing pressures, the successful integration of acquisitions, contribution of key vendor relationships and support programs, including vendor rebates and discounts, inflation, import and export tariffs, interest rate risk and impact thereof, as well as factors that affect the software industry in general and other factors generally. We strongly urge current and prospective investors to carefully consider the cautionary statements and risk factors contained in this report and our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025.

The Company operates in a rapidly changing business, and new risk factors emerge from time to time. Management cannot predict every risk factor, nor can it assess the impact, if any, of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Accordingly, forward-looking statements should not be relied upon as a prediction of actual results and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except as may be required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The statements concerning future sales, future gross profit margin and future selling and administrative expenses are forward looking statements involving certain risks and uncertainties such as availability of products, product mix, pricing pressures, market conditions and other factors, which could result in a fluctuation of sales below recent experience.

Unless otherwise specified, the “Company,” “we,” “us” or “our” refers to Climb Global Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries.

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PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except share and per share amounts)

	*March 31,*			*December 31,*
	*2025*			*2024*

ASSETS
Current assets:
Cash and cash equivalents	$	32,461		$	29,778
Accounts receivable, net of allowance for doubtful accounts of $734 and $588, respectively		240,230			341,597
Inventory, net		2,328			2,447
Prepaid expenses and other current assets		6,144			6,874
Total current assets		281,163			380,696

Equipment and leasehold improvements, net		13,264			12,853
Goodwill		35,675			34,924
Other intangibles, net		35,904			36,550
Right-of-use assets, net		1,841			1,965
Accounts receivable, net of current portion		1,183			1,174
Other assets		715			824
Deferred income tax assets		308			193
Total assets	$	370,053		$	469,179
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	266,452		$	370,397
Lease liability, current portion		688			654
Term loan, current portion		566			560
Total current liabilities		267,706			371,611

Lease liability, net of current portion		1,502			1,685
Deferred income tax liabilities		4,862			4,723
Term loan, net of current portion		48			191
Other non-current liabilities		381			381
Total liabilities		274,499			378,591

Commitments and contingencies

Stockholders’ equity:
Common stock, $.01 par value; 10,000,000 shares authorized; 5,284,500 shares issued: 4,584,055 and 4,601,302 shares outstanding, respectively		53			53
Additional paid-in capital		39,532			37,977
Treasury stock, at cost, 700,445 and 683,198 shares, respectively		(14,397	)		(13,337	)
Retained earnings		71,705			68,787
Accumulated other comprehensive loss		(1,339	)		(2,892	)
Total stockholders’ equity		95,554			90,588
Total liabilities and stockholders' equity	$	370,053		$	469,179

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(Unaudited)

(Amounts in thousands, except per share data)

	*Three months ended*
	*March 31,*
	*2025*			*2024*

Net sales	$	138,044		$	92,422

Cost of sales		114,648			75,402

Gross profit		23,396			17,020

Selling, general, and administrative expenses		16,755			12,523

Acquisition related costs		126			123

Depreciation and amortization expense		1,737			871

Income from operations		4,778			3,503

Other income and (expense):

Interest, net		186			203

Foreign currency transaction loss		(580	)		(85	)

Change in fair value of acquisition contingent consideration		(136	)		—

Income before provision for income taxes		4,248			3,621

Provision for income taxes		564			890

Net income	$	3,684		$	2,731

Income per common share-Basic	$	0.81		$	0.60

Income per common share-Diluted	$	0.81		$	0.60

Weighted average common shares outstanding — Basic		4,497			4,438

Weighted average common shares outstanding — Diluted		4,497			4,438

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Amounts in thousands)

	*Three months ended*
	*March 31,*
	*2025*		*2024*

Net income	$	3,684	$	2,731

Other comprehensive income (loss):
Foreign currency translation adjustments		1,553		(718	)
Other comprehensive income (loss)		1,553		(718	)

Comprehensive income	$	5,237	$	2,013

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except share amounts)

															*Accumulated*
					*Additional*										*Other*
	*Common Stock*				*Paid-In*		*Treasury*					*Retained*			*Comprehensive*
	*Shares*		*Amount*		*Capital*		*Shares*		*Amount*			*Earnings*			*Income (Loss)*			*Total*
Balance at January 1, 2025		5,284,500	$	53	$	37,977		683,198	$	(13,337	)	$	68,787		$	(2,892	)	$	90,588
Net income		—		—		—		—		—			3,684			—			3,684
Translation adjustment		—		—		—		—		—			—			1,553			1,553
Dividends paid (per common share $0.17)		—		—		—		—		—			(766	)		—			(766	)
Share-based compensation expense		—		—		1,378		—		—			—			—			1,378
Restricted stock grants (net of forfeitures)		—		—		177		10,137		(177	)		—			—			—
Treasury shares repurchased		—		—		—		7,110		(883	)		—			—			(883	)
Balance at March 31, 2025		5,284,500	$	53	$	39,532		700,445	$	(14,397	)	$	71,705		$	(1,339	)	$	95,554

																	*Accumulated*
					*Additional*												*Other*
	*Common Stock*				*Paid-In*			*Treasury*						*Retained*			*Comprehensive*
	*Shares*		*Amount*		*Capital*			*Shares*			*Amount*			*Earnings*			*Income (Loss)*			*Total*
Balance at January 1, 2024		5,284,500	$	53	$	34,647			711,052		$	(12,623	)	$	53,215		$	(522	)	$	74,770
Net income		—		—		—			—			—			2,731			—			2,731
Translation adjustment		—		—		—			—			—			—			(718	)		(718	)
Dividends paid (per common share $0.17)		—		—		—			—			—			(756	)		—			(756	)
Share-based compensation expense		—		—		854			—			—			—			—			854
Restricted stock grants (net of forfeitures)		—		—		(331	)		(18,938	)		331			—			—			—

SEC Form 10-Q filed by Climb Global Solutions Inc.