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Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CLMB

Climb Global Solutions, Inc.
NASDAQ · INDUSTRIALS · WHOLESALE-COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
32.84
+0.89 +2.79%
USD · close Oct 23

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MKT CAP $612.8MP/E 10.9DIV YIELD —FCF YIELD —REV TTM $711.8M +23.1%NET INCOME $20.5M −7.1%NET CASH $55.4M52W 16.68 – 33.75SEC XBRL · TTM TO Invalid Date

How CLMB rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
41%
of sentences unchanged
Added
269
new sentences
Dropped
183
sentences removed
Length
+2,130
words, now 26,730

New in FY2025

  • Properties ​ The Company leases approximately 20,000 square feet of space in Eatontown, New Jersey for its corporate headquarters under a lease expiring in April 202 7.
  • Total annual rent expense for this premise is approximately $490,000.
  • T he Company subleases approximately 7,165 square feet of this space under a sublease expiring in April 2027.
  • Total annual sublease income for this space is approximat ely $150,000. ​ The Company also leases 7,044 square feet of office and warehouse space in Millersville, Maryland.
  • The lease term for this facility is set to expire in April 2030.
  • The total annual rent expense is approximately $117,000.
  • The Company also leases satellite offices in Colorado and Wisconsin.
  • The total annual rent expense for the satellite offices is approximately $130,000.
  • The Company also leases office space in the United Kingdom under a lease expiring in April 2038.
  • Total annual rent expense for this premise is approximately $56,000.
  • The Company leases approximately 2,357 square feet of office and warehouse space in Dublin, Ireland pursuant to two separate lease agreements.
  • The office space lease expires in December 2029, while the warehouse lease expires in March 2030.
  • The combined annual rent expense is approximately $130,000 .
  • The Company also owns approximately 5,800 square feet of office and warehouse space in Dublin, Ireland, which was acquired through the acquisition of Data Solutions. ​ We believe that each of the properties is in good operating condition and that such properties are adequate for the operation of the Company’s business as currently conducted.
  • There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject, and there are no material proceedings known to be contemplated by government authorities. ​ Item 4.
  • Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ Market Information ​ Shares of our Common Stock trade on The Nasdaq Global Market tier of The Nasdaq Stock Market under the symbol “CLMB”. ​ Dividends ​ In each of 2025, 2024 and 2023, we declared dividends totaling $0.68 p er share on our Common Stock.
  • Following the end of fiscal year 2025, our Board of Directors determined to suspend quarterly cash dividends on our Common Stock beginning with the first quarter of 2026 in order to preserve financial flexibility and prioritize capital allocation objectives.
  • The declaration and payment of any future dividends will be at the discretion of our Board of Directors and will depend on, among other things, our future earnings, results of operations, capital requirements, financial condition, contractual restrictions, including the terms of the agreements governing our existing indebtedness and any future indebtedness we may incur, and other factors the Board of Directors may deem relevant.
  • There can be no assurance that we will resume paying cash dividends in the future. ​ Shareholder Information ​ As o f February 9, 2026, there were approximately 22 re cord holders of our Common Stock.
  • This figure does not include an estimate of the number of beneficial holders whose shares are held of record by banks, broker or other nominees.
  • Recent Sales of Unregistered Securities None. ​ Purchases of Equity Securities ​ The table below sets forth the share repurchase activity of Common Stock by the Company and its affiliates during the fourth quarter of 2025: ​ Maximum Number of Total Number Shares That of Shares May Yet Be Total Purchased as Purchased Number Part of Publicly Under the of Shares Average Announced Average Plans or Purchased Price Paid Plans or Price Paid Programs Period (1) Per Share Programs Per Share (2) October 1, 2025 - October 31, 2025 — $ — — $ — 545,786 November 1, 2025 - November 30, 2025 — $ — — $ — 545,786 December 1, 2025 - December 31, 2025 — $ — — $ — 545,786 Total — $ — — $ — 545,786 (1) For the year ended December 31, 2025, we did not repurchase any shares of our Common Stock under our share repurchase plans referred to in footnote (2) below. ​ (2) On December 3, 2014, the Board of Directors of the Company approved an increase of 500,000 shares of Common Stock to the number of shares of Common Stock available for repurchase under its repurchase plans.
  • The Common Stock repurchase program does not have an expiration date. ​ Performance Graph The following graph shows a five-year comparison of cumulative total shareholder return on the Company’s Common Stock with the cumulative total return of the S&P MidCap 400 Index and the S&P 500 Computer and Electronics Retail Index for the period commencing December 31, 2020 and ending December 31, 2025, assuming $100 was invested on December 31, 2020 and the reinvestment of dividends.
  • The past performance of our common stock is no indication of future performance.
  • Fiscal Years Ended December 31, 2020 2021 2022 2023 2024 2025 Climb Global Solutions, Inc. 100.00 188.44 172.81 291.98 693.32 565.69 S&P MidCap 400 Index 100.00 124.73 108.37 126.72 144.80 155.64 S&P 500 Computer & Electronics Retail Index 100.00 104.47 86.19 88.15 102.11 83.94 Item 6. [Reserved] ​ Item 7.
  • We market these products through creative marketing communications, including our web sites, local seminars, webinars, social media, direct e-mail, and printed materials. ​ We have subsidiaries in the United States, Canada, Netherlands, United Kingdom, Ireland, and Germany through which sales are made. ​ Factors Influencing Our Financial Results ​ We derive most of our net sales through the sale of third-party software licenses, maintenance and service agreements.
  • Our sales are also impacted by external factors such as levels of IT spending and customer demand for products we distribute.
  • Our customers evaluate the complex technology landscape in order to balance priorities and focus on products that lead to business optimization, cost management and security risk management, resulting in a more measured approach to their IT spending.
  • We provide security, software and hybrid and cloud offerings to help customers achieve their objectives.
  • Technology trends drive customer purchasing behaviors in the market.
  • Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing and managing IT securely.
  • These trends are driving customer adoption of cloud, AI, software defined architectures and hybrid on-premise and off-premise combinations.
  • Technology trends are likely to evolve as customers prioritize spend that will produce the most important outcomes for their business. ​ We sell in a competitive environment where gross product margins have historically declined due to competition and changes in product mix towards products where no delivery of a physical product is required.
  • Total dividends paid and the dollar value of shares repurchased wer e $3.0 million and $2.0 mill ion for the year ended December 31, 2025, respectively, $3.0 million and $1.6 million fo r the year ended December 31, 2024, and $3.0 million and $1.7 million for the year ended December 31, 2023, respectively.
  • The payment of future dividends and any share repurchases will be at the discretion of our Board of Directors and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors the Board of Directors deems relevant. ​ Stock Volatility.
  • We believe that most price increases could be passed on to our customers, as prices charged by us are not set by long-term contracts; however, as a result of competitive pressure, there can be no assurance that the full effect of any such price increases could be passed on to our customers or cause a reduction in our customers spending. ​ Financial Overview ​ Net sale s increased 40%, or $186.9 million, to $652.5 million for the year ended December 31, 2025, compared to $465.6 million for the same period in 2024.
  • Gross profit increased 16%, or $14.2 million, to $105.3 m illion for the year ended December 31, 2025, compared to $91.1 million for the same period in 2024.
  • Selling, general and administrative (“SG&A”) expenses increased 20%, or $11.1 million, to $67.6 m illion for the year ended December 31, 2025, compared to $56.5 million for the same period in 2024.
  • Acquisition related costs for the years ended December 31, 2025 and 2024 were $0.8 million and $2.3 million, respectively.
  • Amortization and depreciation expen se increased $3.4 million to $7.7 million for the year ended December 31, 2025 compared to $4.3 million for the same period in the prior year.
  • Net incom e increased 15%, or $2.7 million, to $21.3 million for the year ended December 31, 2025 compared to $18.6 million f or the same period in 2024.

and 229 more.

Gone since FY2024

  • Properties ​ The Company leases approximately 20,000 square feet of space in Eatontown, New Jersey for its corporate headquarters under a lease expiring in April 2027.
  • Total annual rent expense for this premise is approximately $480,000.
  • The Company subleases approximately 7,165 square feet of this space under a sublease expiring in April 2027.
  • Total annual sublease income for this space is approximat ely $150,000. ​ In December 2024, the Company signed a new lease for office and warehouse space in Millersville, Maryland, which is approximately 7,044 square feet.
  • The lease term for this facility is 5 years and set to expire in April 2030.
  • The total annual rent expense is approximately $115,000.
  • The Company also leases a satellite offices in Colorado.
  • The total annual rent expense for the satellite office is approximately $60,000.
  • The Company also leases office space in the United Kingdom under a lease expiring in April 2026.
  • Total annual rent expense for this premise is approximately $55,000. ​ The Company owns approximately 5,800 square feet of office and warehouse space in Dublin, Ireland, which was acquired through the acquisition of Data Solutions. ​ We believe that each of the properties is in good operating condition and that such properties are adequate for the operation of the Company’s business as currently conducted.
  • We review outstanding claims and proceedings internally and with external counsel as necessary to assess probability and amount of potential loss.
  • There are no material legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject. ​ Item 4.
  • Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ Market Information ​ Shares of our Common Stock, par value $0.01, trade on The Nasdaq Global Market tier of The Nasdaq Stock Market under the symbol “CLMB”. ​ Dividends ​ In each of 2024 and 2023, we declared dividends totaling $0.68 p er share on our Common Stock.
  • The payment of future dividends is at the discretion of our Board of Directors and will depend upon future earnings, results of operations, capital requirements, our financial condition, contractual restrictions, including the terms of the agreements governing our debt and any future indebtedness we may incur and other relevant factors and other factors the Board of Directors may find relevant.
  • There can be no assurance that we will continue to pay comparable cash dividends in the future. ​ Shareholder Information ​ As o f February 6, 2025, there were approximately 16 re cord holders of our Common Stock.
  • This figure does not include an estimate of the number of beneficial holders whose shares are held of record by banks, broker or other nominees. ​ Purchases of Equity Securities ​ The table below sets forth the share repurchase activity of Common Stock by the Company and its affiliates during the fourth quarter of 2024: ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Number ​ Shares That ​ ​ ​ of Shares ​ May Yet Be ​ Total ​ Purchased as ​ Purchased ​ Number ​ ​Part of Publicly ​ Under the ​ of Shares Average ​Announced Average Plans or ​ Purchased Price Paid ​Plans or Price Paid Programs Period (1) Per Share ​Programs Per Share (2) ​ ​ ​ ​ ​ ​ October 1, 2024 - October 31, 2024 — $ — — $ — 545,786 November 1, 2024 - November 30, 2024 — $ — — $ — 545,786 December 1, 2024 - December 31, 2024 — $ — — $ — 545,786 Total — $ — — $ — 545,786 (1) For the year ended December 31, 2024, we did not repurchase any shares of our Common Stock under our share repurchase plans referred to in footnote (2) below. ​ (2) On December 3, 2014, the Board of Directors of the Company approved an increase of 500,000 shares of Common Stock to the number of shares of Common Stock available for repurchase under its repurchase plans.
  • The Common Stock repurchase program does not have an expiration date. ​ Item 6. [Reserved] ​ Item 7.
  • We market these products through creative marketing communications, including our web sites, local seminars, webinars, social media, direct e-mail, and printed materials. ​ We have subsidiaries in the United States, Canada, Netherlands, United Kingdom, and Ireland, through which sales are made. ​ Factors Influencing Our Financial Results ​ We derive most of our net sales though the sale of third-party software licenses, maintenance and service agreements.
  • Our sales are also impacted by external factors such as levels of IT spending and customer demand for products we distribute. ​ We sell in a competitive environment where gross product margins have historically declined due to competition and changes in product mix towards products where no delivery of a physical product is required.
  • Total dividends paid and the dollar value of shares repurchased wer e $3.0 million and $1.6 m illion for the year ended December 31, 2024, respectively, and $3.0 million and $1.7 million for the year ended December 31, 2023, respectively.
  • The payment of future dividends and any share repurchases are at the discretion of our Board of Directors and dependent on results of operations, projected capital requirements and other factors the Board of Directors may find relevant. ​ Stock Volatility.
  • We believe that most price increases could be passed on to our customers, as prices charged by us are not set by long-term contracts; however, as a result of competitive pressure, there can be no assurance that the full effect of any such price increases could be passed on to our customers or cause a reduction in our customers spending. ​ Financial Overview ​ Net sales increased 3 2%, or $113.6 million, to $465.6 m illion for the year ended December 31, 2024, compared to $352.0 million for the same period in 2023.
  • Gross profit increased 4 2%, or $26.9 million, to $91.1 m illion for the year ended December 31, 2024, compared to $64.2 million for the same period in 2023.
  • Selling, general and administrative (“SG&A”) expenses increased 27%, or $12.2 million, to $56.5 m illion for the year ended December 31, 2024, compared to $44.3 million for the same period in 2023.
  • Amortization and depreciation expense increas ed $1.5 million to $4.3 million for the year ended December 31, 2024 compared to $2.8 million for the same period in the prior year.
  • Net incom e increased 51%, or $6.3 million, to $18.6 million for the year ended December 31, 2024 compared to $12.3 million for the same period in 2023.
  • The Company recognized an unrealized gain of less than $0.1 million on contracts outstanding as of December 31, 2024, which is included in foreign currency transaction loss in the Consolidated Statement of Earnings. ​ Recently Issued Accounting Pronouncements ​ In November 2024, the FASB issued ASU No. 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ” .
  • The Company expects these amendments will first be applied in the company’s annual report on Form 10-K for the fiscal year ending December 31, 2025, on a prospective basis. ​ In November 2023, the FASB issued Accounting Standards Update 2023-07 “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” .
  • The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
  • T he Company adopted this ASU in the first quarter of 2024 and upon adoption, the Company has disclosed significant segment expenses, the title and position of the CODM, and an explanation of how the reported measure of segment profit or loss is used by the CODM to assess segment performance and make resource allocation decisions.
  • The year-to-year comparison of financial results is not necessarily indicative of future results: ​ Year ended ​ December 31, ​ 2024 2023 Net sales 100.0 % 100.0 % Cost of sales 80.4 81.7 Gross profit 19.6 18.3 Selling, general and administrative expenses 12.1 12.6 Acquisition related costs 0.5 0.2 Depreciation and amortization expense 0.9 0.8 Income from operations 6.0 4.7 Other (expense) income (0.6 ) 0.1 Income before income taxes 5.4 4.8 Income tax provision 1.4 1.3 Net income 4.0 % 3.5 % Key Business Metrics GAAP and Non-GAAP Financial Measures ​ Our management monitors several financial and non-financial measures and ratios on a regular basis in order to track the progress of our business.
  • Our use of non-GAAP information as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results reported under GAAP, as these measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures. ​ Year ended ​ December 31, December 31, Net income reconciled to adjusted EBITDA (Non-GAAP): 2024 2023 ​ ​ ​ Net income $ 18,610 $ 12,323 Provision for income taxes 6,408 4,458 Depreciation and amortization 4,269 2,798 Interest expense EBITDA 29,622 19,843 Share-based compensation 4,070 4,148 Acquisition related costs 2,311 Change in fair value of acquisition contingent consideration 3,618 — Adjusted EBITDA $ 39,621 $ 24,620 We define adjusted EBITDA, as net income, plus provision for income taxes, depreciation, amortization, share-based compensation, interest, acquisition related costs and changes in the fair value of contingent considerations.
  • We believe gross billings and gross billings margin will aid investors in the same manner. ​ Year ended ​ December 31, December 31, ​ 2024 2023 ​ ​ ​ Net sales $ 465,607 $ 352,013 ​ ​ ​ Gross profit $ 91,080 $ 64,247 Gross profit - Distribution $ 78,292 $ 53,363 Gross profit - Solutions $ 12,788 $ 10,884 Non-GAAP Financial Measures: ​ ​ Adjusted EBITDA (Non-GAAP) $ 39,621 $ 24,620 Effective margin % - Adjusted EBITDA (Non-GAAP) 43.5 % 38.3 % ​ ​ ​ Operational metrics: Gross billings $ 1,785,302 $ 1,260,382 Gross billings - Distribution $ 1,695,538 $ 1,176,866 Gross billings - Solutions $ 89,764 $ 83,516 Gross billings margin % - Gross billings 5.1 % 5.1 % We consider gross profit growth and effective margin to be key metrics in evaluating our business.
  • During the year ended December 31, 2024, gross profit increased 42%, or $26.9 million, to $91.1 mi llion compared to $64.2 million for the same period in 2023 while effective margi n increased 520 basis points to 43.5% compared to 38.3% for the same period in 2023. ​ Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 ​ Acquisitions On July 31, 2024, we completed the acquisition of DSS for an aggregate purchase price of approximately $20.3 million (subject to certain adjustments) plus a potential post-closing earnout payment.
  • The Company recorded net revenue for DSS of approximately $11.8 million and net income of approximately $0.8 mill ion during the year ended December 31, 2024.
  • The operating results of Data Solutions are included in our operating results from the date of acquisition. ​ Operating results of Douglas Stewart Software & Services and Data Solutions are included in our Distribution segment. ​ Net Sales ​ Net sales for the year ended December 31, 2024 increased 32 %, or $113.6 million, to $465.6 million compared to $352.0 million for the same period in 2023. ​ Gross billings, an operational metric, for the year ended December 31, 2024 increased 42%, or $524.9 million, to $1,785.3 m illion compared to $1,260.4 million for the same period in 2023. ​ Net sales in our Distribution segment for the year ended December 31, 2024 increased 36%, or $116.6 million, to $441.9 million compared to $325.3 million for the same period in the prior year.
  • Gross billings for the Distribution segment for the year ended December 31, 2024 increased 44 %, or $518.6 million, t o $1,695.5 millio n compared to $1,176.9 million for the same period in 2023.
  • Gross billings increased at a greater rate than net sales due to differences in the product mix between the two periods as an increasing number of products that we sold are recognized on a net basis as there were increased sales of security, maintenance and cloud-based products. ​ Net sales in our Solutions segment for the year ended December 31, 2024 decreased 12 %, or $3.1 million, to $23.7 milli on compared to $26.8 million for the prior year.
  • Gross billings for the Solutions segment for the year ended December 31, 2024 increased 8%, or $6.3 million, to $89.8 milli on compared to $83.5 million for the same period in 2023.
  • G ross billings increased at a greater rate than net sales due to differences in the product mix between the two periods as an increasing number of products that we sold are recognized on a net basis as there were increased sales of security, maintenance and cloud-based products. ​ During the year ended December 31, 2024, we relied on three key customers for a total of 43% of our total net sales.

and 143 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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