Climb Global Solutions, Inc. 10-K

Item 9A. Controls and Procedures ​ Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report. This evaluation was carried out under the supervision and with the participation of various members of our management, including our Company’s Chief Executive Officer (principal executive officer), Vice President and Chief Financial Officer (principal financial officer) and Vice President and Chief Accounting Officer (principal accounting officer). Based upon that evaluation, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this Annual Report, to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Management Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial reporting includes maintaining records in reasonable detail that accurately and fairly reflect our transactions and disposition of assets; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with US GAAP; providing reasonable assurance that receipts and expenditures of the Company, are made in accordance with authorizations of management and directors of the Company; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control 28 Table of Contents over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that, owing to changes in conditions, controls may become inadequate, or that the degree of compliance with policies or procedures may deteriorate. ​ As previously disclosed in this Annual Report on Form 10-K, on October 6, 2023 we completed the acquisition of Data Solutions. SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from date of acquisition. Management has excluded from its assessment of internal control over financial reporting the operations and related assets of Data Solutions, which the Company began consolidating in October 2023. The operations and related assets of Data Solutions were included in the consolidated financial statements of the Company and constituted 17% and 2% of total assets and net assets, respectively as of December 31, 2023, and 4% and 6% of consolidated net sales and net income for the year ended December 31, 2023. ​ Management, with the participation of our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this evaluation, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023. ​ The Company's independent registered public accounting firm, BDO USA, P.C., has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, as stated in their report, which is included herein. ​ Changes in Internal Control over Financial Reporting . As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over financial reporting occurred during the fourth quarter of the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, no such changes to our internal control over financial reporting occurred during the fourth quarter of the year ended December 31, 2023.  ​ Item 9B. Other Information ​ During the three months ended December 31, 2023, n o n e of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K. ​ ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. ​ Not applicable. ​ ​ PART III ​ Item 10. Directors, Executive Officers and Corporate Governance ​ The information required hereunder, with the exception of the information relating to the Company’s Code of Ethical Conduct that is presented in Part I under the heading “Available Information,” is incorporated by reference herein from our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A 29 Table of Contents within 120 days of the end of the fiscal year to which this Annual Report relates (the “Definitive Proxy Statement”) under the sections captioned “Election of Directors” and “Corporate Governance.” ​ ​ Item 11. Executive Compensation ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the sections captioned “Executives and Executive Compensation” and “Corporate Governance.” ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the sections captioned “Equity Compensation Plan Information — Securities Authorized for Issuance under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.” ​ Item 13. Certain Relationships and Related Party Transactions, and Director Independence ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the sections captioned “Executives and Executive Compensation,” “Corporate Governance” and “Transactions with Related Persons.” ​ Item 14. Principal Accounting Fees and Services ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the section captioned “Ratification of Appointment of Independent Registered Public Accounting Firm.” ​ PART IV ​ Item 15. Exhibits, Financial Statement Schedules ​ (a) The following documents are filed as part of this Annual Report: ​ 1. Consolidated Financial Statements (See Index to Consolidated Financial Statements on page F-1 of this Annual Report); ​ 2. Financial Statement Schedule : ​ Schedule II Valuation and Qualifying Accounts ​ All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or notes thereto. ​ 30 Table of Contents 3. Exhibits Required by Regulation S-K, Item 601: ​ ​ ​ ​ HIDDEN_ROW Incorporated by Reference ​ ​ ​ ​ Exhibit No. Description of Exhibit Form Exhibit or Annex Filing Date File Number ​ ​ ​ ​ ​ ​ ​ ​ 2.1+ ​ Share Purchase Agreement, dated August 18, 2022, by and among the seller listed therein, and Wayside Technology UK Holding Limited. 8-K 2.1 August 18, 2022 000-26408 2.2+ ​ Share Purchase Agreement, dated October 6, 2023, by and among the sellers listed therein, Climb Global Solutions Holdings UK Limited, and the Company, as guarantor. 8-K 2.1 October 10, 2023 000-26408 3.1 ​ Form of Amended and Restated Certificate of Incorporation of the Company. S-1 3.1 May 30, 1995 July 7, 1995 July 18, 1995 333-92810 ​ ​ ​ ​ ​ ​ ​ 3.1(a) ​ Certificate of Amendment of Restated Certificate of Incorporation of the Company. 10-Q 3.1(a) November 3, 2006 000-26408 ​ ​ ​ ​ ​ ​ ​ 3.1(b) ​ Certificate of Amendment of Restated Certificate of Incorporation of the Company. 8-K 3.1 October 27, 2022 000-26408 ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Amended and Restated Bylaws of the Company. 8-K 3.1 December 8, 2022 000-26408 ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Specimen of Common Stock Certificate. S-1 4.1 May 30, 1995 July 7, 1995 July 18, 1995 333-92810 4.3* ​ Description of Securities . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Credit Agreement, dated May 18, 2023, by and among the Company, Programmer’s Paradise, Inc., Climb Channel Solutions, Inc., Techxtend, Inc., ISP International Software Partners, Inc., Interwork Technologies Inc., Climb Global Solutions Holdings UK LTD, Climb Global Solutions LTD, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 8-K 10.1 May 23, 2023 000-26408 ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Pledge and Security Agreement, dated May 18, 2023, by and among Climb Global Solutions, Inc., Programmer’s Paradise, Inc., Climb Channel Solutions, Inc., Techxtend, Inc., ISP International Software Partners, Inc., Interwork Technologies Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent. 8-K 10.2 May 23, 2023 000-26408 ​ ​ ​ ​ ​ ​ ​ 31 Table of Contents ​ ​ ​ HIDDEN_ROW Incorporated by Reference ​ ​ ​ ​ Exhibit No. Description of Exhibit Form Exhibit or Annex Filing Date File Number ​ ​ ​ ​ ​ ​ ​ ​ 10.3# ​ Form of Officer and Director Indemnification Agreement. 10-Q 10.1 May 5, 2017 000-26408 ​ ​ ​ ​ ​ ​ ​ 10.4# ​ 2012 Stock-Based Compensation Plan . DEF14A A April 24, 2012 000-26408 ​ ​ ​ ​ ​ ​ ​ 10.5# ​ 2021 Omnibus Incentive Plan. DEF14A A April 16, 2021 000-26408 ​ ​ ​ ​ ​ ​ ​ 10.6# ​ Climb Global Solutions, Inc., Executive Severance and Change in Control Plan. 8-K 10.1 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ ​ 10.7# ​ Form of Performance-Based Restricted Award Unit Agreement . 8-K 10.2 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ ​ 10.8# ​ Form of Restricted Stock Unit Agreement. 8-K 10.3 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ ​ 10.9# ​ Form of Cash-Based Award Agreement. 8-K 10.4 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ ​ 21.1* ​ Subsidiaries of the Registrant. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1* ​ Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1* ​ Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Dale Foster, the Chief Executive Officer of the Company . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2* ​ Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Andrew Clark, the Vice President and Chief Financial Officer of the Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1** ​ Certification pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Dale Foster, the Chief Executive Officer of the Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2** ​ Certification pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Andrew Clark, the Vice President and Chief Financial Officer of the Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97.1* ​ Clawback Policy For Incentive-Based Compensation. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32 Table of Contents ​ ​ ​ HIDDEN_ROW Incorporated by Reference ​ ​ ​ ​ Exhibit No. Description of Exhibit Form Exhibit or Annex Filing Date File Number ​ ​ ​ ​ ​ ​ ​ ​ 101.INS* ​ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB* ​ Inline XBRL Taxonomy Extension Labels Linkbase Document. ​ ​ ​ ​ 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104* ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ ​ ​ * Filed herewith. ​ ** Furnished herewith. ​ # Indicates management or compensatory plan or arrangement ​ + Certain exhibits or schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. ​ ​ Item 16. Form 10-K Summary ​ None. ​ ​ 33 Table of Contents SIGNATURES ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Eatontown, New Jersey, on March 5, 2024. ​ ​ ​ ​ ​ CLIMB GLOBAL SOLUTIONS, INC. ​ ​ ​ ​ ​ By: /s/ Dale Foster ​ ​ Dale Foster, Chief Executive Officer ​ ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated: ​ ​ ​ Signature ​ Title ​ Date ​ ​ ​ ​ ​ /s/ Dale Foster ​ Chief Executive Officer and Director ​ March 5, 2024 Dale Foster ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Andrew Clark ​ Vice President and Chief Financial Officer ​ March 5, 2024 Andrew Clark ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Matthew Sullivan ​ Vice President and Chief Accounting Officer ​ March 5, 2024 Matthew Sullivan ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Jeffrey Geygan ​ Chairman of the Board of Directors ​ March 5, 2024 Jeffrey Geygan ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ John McCarthy ​ Director ​ March 5, 2024 John McCarthy ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Andrew Bryant ​ Director ​ March 5, 2024 Andrew Bryant ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Gerri Gold ​ Director ​ March 5, 2024 Gerri Gold ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Greg Scorziello ​ Director ​ March 5, 2024 Greg Scorziello ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kimberly Boren ​ Director ​ March 5, 2024 Kimberly Boren ​ ​ ​ ​ ​ ​ ​ 34 Table of Contents Items 8 and 15(a) ​ Climb Global Solutions, Inc. and Subsidiaries ​ Index to Consolidated Financial Statements and Schedule ​ ​ ​ Page Reports of Independent Registered Public Accounting Firm ( BDO USA, P.C. ; Woodbridge, New Jersey ; PCAOB ID# 243 ) F-2 ​ ​ Consolidated Balance Sheets as of December 31, 2023 and 2022 F-6 ​ ​ Consolidated Statements of Earnings for the years ended December 31, 2023 and 2022 F-7 ​ ​ Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022 F-8 ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 F-9 ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-10 ​ ​ Notes to Consolidated Financial Statements F-11 ​ ​ Schedule II — Valuation and Qualifying Accounts F-33 ​ ​ ​ ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Climb Global Solutions, Inc. Eatontown, New Jersey Opinion on Internal Control over Financial Reporting We have audited Climb Global Solutions, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes and schedule and our report dated March 5, 2024 expressed an unqualified opinion thereon. ​ Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. As indicated in the accompanying Item 9A, Controls and Procedures, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Data Solutions Holdings Limited, which was acquired on October 6, 2023 and was included in the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the year then ended. Data Solutions Holdings Limited constituted 17% and 2% of consolidated total assets and net assets, respectively, as of December 31, 2023, and 4% and 6% of consolidated net sales and net income, respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of Data Solutions Holdings Limited because of the timing of the acquisition. Our audit of internal control over financial reporting of the Company did not include an evaluation of the internal control over financial reporting of Data Solutions Holdings Limited. F-2 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ BDO USA, P.C. Woodbridge, New Jersey March 5, 2024 ​ F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Climb Global Solutions, Inc. Eatontown, New Jersey Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Climb Global Solutions, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 5, 2024 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-4 Table of Contents Acquisition – Valuation of Acquired Intangible Assets As described in Note 3 to the Company’s consolidated financial statements, on October 6, 2023, the Company entered into a Share Purchase Agreement and purchased the entire share capital of Data Solutions Holdings Limited (“Data Solutions”) for an aggregate purchase price of approximately €15.0 million (equivalent to $15.9 million USD), subject to certain working capital and other adjustments, paid at closing plus a potential post-closing earn-out. As a result of the acquisition, management determined the estimated fair value of the identifiable assets acquired and liabilities assumed at the acquisition date and recorded an $8.3 million intangible asset related to vendor relationships. We identified the discount rate used in the determination of the fair value of acquired vendor relationships as a critical audit matter. The principal considerations for our determination included the subjectivity and judgment required to determine the discount rate. Auditing this element involved especially challenging auditor judgment due to the nature and extent of audit effort required to address this matter, including the extent of specialized skills and knowledge needed. The primary procedures we performed to address this critical audit matter included: ● Utilizing personnel with specialized skills and knowledge to assist in developing an independent discount rate and comparing it to the rate used by the Company to evaluate the reasonableness of the discount rate used in the determination of the fair value of the acquired vendor relationships. ​ ​ /s/ BDO USA, P.C. ​ We have served as the Company's auditor since 2018. Woodbridge, New Jersey March 5, 2024 ​ ​ ​ ​ ​ ​ ​ F-5 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Balance Sheets (Amounts in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 36,295 ​ $ 20,245 ​ Accounts receivable, net of allowance for doubtful accounts of $ 709 and $ 842 , respectively ​ ​ 222,269 ​ 154,596 ​ Inventory, net ​ ​ 3,741 ​ 4,766 ​ Vendor prepayments and advances ​ ​ — ​ ​ 890 ​ Prepaid expenses and other current assets ​ ​ 6,755 ​ 4,141 ​ Total current assets ​ ​ 269,060 ​ 184,638 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equipment and leasehold improvements, net ​ ​ 8,850 ​ 3,515 ​ Goodwill ​ ​ 27,182 ​ ​ 18,963 ​ Other intangibles, net ​ ​ 26,930 ​ ​ 19,693 ​ Right-of-use assets, net ​ ​ 878 ​ ​ 1,235 ​ Accounts receivable, net of current portion ​ ​ 797 ​ 3,114 ​ Other assets ​ ​ 1,077 ​ 350 ​ Deferred income tax assets ​ ​ 324 ​ 348 ​ Total assets ​ $ 335,098 ​ $ 231,856 ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 249,648 ​ $ 160,650 ​ Lease liability, current portion ​ ​ 450 ​ ​ 521 ​ Term loan, current portion ​ ​ 540 ​ ​ 520 ​ Total current liabilities ​ ​ 250,638 ​ 161,691 ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease liability, net of current portion ​ ​ 879 ​ ​ 1,296 ​ Deferred income tax liabilities ​ ​ 5,554 ​ ​ 4,137 ​ Term loan, net of current portion ​ ​ 752 ​ ​ 1,292 ​ Non-current liabilities ​ ​ 2,505 ​ ​ 2,866 ​ Total liabilities ​ ​ 260,328 ​ ​ 171,282 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Common stock, $ .01 par value; 10,000,000 shares authorized; 5,284,500 shares issued: 4,573,448 and 4,478,432 shares outstanding, respectively ​ ​ 53 ​ 53 ​ Additional paid-in capital ​ ​ 34,647 ​ 32,715 ​ Treasury stock, at cost, 711,052 and 806,068 shares, respectively ​ ​ ( 12,623 ) ​ ( 13,230 ) ​ Retained earnings ​ ​ 53,215 ​ 43,904 ​ Accumulated other comprehensive loss ​ ​ ( 522 ) ​ ( 2,868 ) ​ Total stockholders’ equity ​ ​ 74,770 ​ 60,574 ​ Total liabilities and stockholders' equity ​ $ 335,098 ​ $ 231,856 ​ The accompanying notes are an integral part of the consolidated financial statements. F-6 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Earnings (Amounts in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 352,013 ​ $ 304,348 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 287,766 ​ 250,254 ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 64,247 ​ 54,094 ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative expenses ​ 44,330 ​ 34,144 ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition related costs ​ ​ 629 ​ ​ 582 ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ ​ 2,798 ​ ​ 2,054 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ 16,490 ​ 17,314 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest, net ​ 927 ​ 159 ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency transaction loss ​ ​ ( 636 ) ​ ​ ( 941 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before provision for income taxes ​ 16,781 ​ 16,532 ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ 4,458 ​ 4,035 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 12,323 ​ $ 12,497 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income per common share-Basic ​ $ 2.72 ​ $ 2.81 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income per common share-Diluted ​ $ 2.72 ​ $ 2.81 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Basic ​ 4,401 ​ 4,331 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Diluted ​ 4,401 ​ 4,331 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ F-7 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 12,323 ​ $ 12,497 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ 2,346 ​ ( 2,618 ) ​ Other comprehensive income (loss) ​ 2,346 ​ ( 2,618 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income ​ $ 14,669 ​ $ 9,879 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ F-8 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (Amounts in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-In ​ Treasury ​ Retained ​ Comprehensive ​ ​ ​ ​ Shares ​ Amount ​ Capital ​ Shares ​ Amount ​ Earnings ​ (Loss) Income ​ Total Balance at January 1, 2022 5,284,500 ​ ​ 53 ​ ​ 32,087 859,828 ​ ​ ( 13,870 ) ​ ​ 34,396 ​ ​ ( 250 ) ​ ​ 52,416 ​ Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 12,497 ​ ​ — ​ ​ 12,497 ​ Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 2,618 ) ​ ​ ( 2,618 ) ​ Dividends paid (per common share $ 0.68 ) ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 2,989 ) ​ ​ — ​ ​ ( 2,989 ) ​ Share-based compensation expense ​ — ​ ​ — ​ ​ 1,923 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,923 ​ Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ ( 1,295 ) ​ ( 74,449 ) ​ ​ 1,295 ​ ​ — ​ ​ — ​ ​ — ​ Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 20,689 ​ ​ ( 655 ) ​ ​ — ​ ​ — ​ ​ ( 655 ) ​ Balance at December 31, 2022 5,284,500 ​ ​ 53 ​ ​ 32,715 806,068 ​ ​ ( 13,230 ) ​ ​ 43,904 ​ ​ ( 2,868 ) ​ ​ 60,574 ​ Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 12,323 ​ ​ — ​ ​ 12,323 ​ Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 2,346 ​ ​ 2,346 ​ Dividends paid (per common share $ 0.68 ) ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 3,012 ) ​ ​ — ​ ​ ( 3,012 ) ​ Share-based compensation expense ​ — ​ ​ — ​ ​ 4,246 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,246 ​ Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ ( 2,314 ) ​ ( 132,526 ) ​ ​ 2,314 ​ ​ — ​ ​ — ​ ​ — ​ Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 37,510 ​ ​ ( 1,707 ) ​ ​ — ​ ​ — ​ ​ ( 1,707 ) ​ Balance at December 31, 2023 5,284,500 ​ $ 53 ​ $ 34,647 711,052 ​ $ ( 12,623 ) ​ $ 53,215 ​ $ ( 522 ) ​ $ 74,770 ​ ​ The accompanying notes are an integral part of the consolidated financial statements ​ F-9 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ 2023 2022 Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 12,323 ​ $ 12,497 ​ Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 2,798 ​ 2,066 ​ Provision for doubtful accounts ​ 54 ​ ​ 19 ​ Deferred income tax benefit ​ ( 383 ) ​ ( 535 ) ​ Share-based compensation expense ​ ​ 4,148 ​ ​ 1,897 ​ Amortization of discount on accounts receivable ​ ​ ( 50 ) ​ ​ ( 109 ) ​ Amortization of right-of-use assets ​ ​ 366 ​ ​ 426 ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 29,621 ) ​ ( 35,826 ) ​ Inventory ​ 3,601 ​ ( 2,751 ) ​ Prepaid expenses and other current assets ​ ( 2,446 ) ​ 1,025 ​ Vendor prepayments ​ ​ 890 ​ ​ ( 230 ) ​ Accounts payable and accrued expenses ​ 49,674 ​ 25,411 ​ Lease liability, net ​ ​ ( 495 ) ​ ​ ( 503 ) ​ Other assets and liabilities ​ 1,264 ​ 1,174 ​ Net cash and cash equivalents provided by operating activities ​ 42,123 ​ 4,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ Purchase of equipment and leasehold improvements ​ ( 4,989 ) ​ ( 2,502 ) ​ Payment for acquisitions, net of cash acquired ​ ​ ( 12,678 ) ​ ​ ( 8,511 ) ​ Net cash and cash equivalents used in investing activities ​ ( 17,667 ) ​ ( 11,013 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ Purchase of treasury stock ​ ( 1,707 ) ​ ( 655 ) ​ Borrowings under credit facilities ​ ​ 10,000 ​ ​ — ​ Repayments of borrowings under credit facilities ​ ​ ( 13,074 ) ​ ​ — ​ Borrowings under term loan ​ ​ — ​ ​ 2,148 ​ Repayments of borrowings under term loan ​ ​ ( 520 ) ​ ​ ( 336 ) ​ Dividends paid ​ ( 3,012 ) ​ ( 2,989 ) ​ Payments of deferred financing costs ​ ​ ( 637 ) ​ ​ — ​ Net cash and cash equivalents used in financing activities ​ ( 8,950 ) ​ ( 1,832 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of foreign exchange rate on cash and cash equivalents ​ 544 ​ ( 743 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ 16,050 ​ ( 9,027 ) ​ Cash and cash equivalents at beginning of period ​ 20,245 ​ 29,272 ​ Cash and cash equivalents at end of period ​ $ 36,295 ​ $ 20,245 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplementary disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ Income taxes paid ​ $ 5,434 ​ $ 4,278 ​ Interest paid ​ $ 180 ​ $ 50 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplementary disclosure of non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ Contingent earn-out ​ $ 2,227 ​ $ 1,771 ​ ​ The accompanying notes are an integral part of the consolidated financial statements. F-10 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Amounts in tables in thousands, except share and per share amounts) ​ Note 1. Description of Business ​ Climb Global Solutions, Inc. and Subsidiaries (the “Company”), was incorporated in Delaware in 1982. The Company distributes technology products developed by others to resellers who in turn sell to end customers worldwide. The Company also is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide. The Company also operates in Canada, the United Kingdom and Europe. The Company offers an extensive line of products from leading software vendors and tools for virtualization/cloud computing, security, networking, storage and infrastructure management, application lifecycle management and other technically sophisticated domains as well as computer hardware. ​ The Company is organized into two reportable operating segments. The “Distribution” segment distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide under the name “Climb Channel Solutions”. The “Solutions” segment is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide under the names “Grey Matter”. ​ Note 2. Summary of Significant Accounting Policies ​ Principles of Consolidation and Operations ​ The consolidated financial statements include the accounts of Climb Global Solutions, Inc. and its wholly owned subsidiaries . All intercompany transactions and balances have been eliminated. ​ Business Combinations ​ We apply the provisions of ASC 805, Business Combinations (“ASC 805”), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. ​ Our valuation of acquired assets and assumed liabilities requires estimates, especially with respect to intangible assets that was derived using valuation techniques and models such as the income approach. Such models require use of estimates including discount rates, and future expected revenue. The approach to estimating an initial contingent consideration associated with the purchase price also uses similar unobservable factors such as projected cash flows over the term of the contingent earn-out period, discounted for the period over which the initial contingent consideration is measured and expected volatility. Based upon these assumptions, the initial contingent consideration is then valued using a Monte Carlo simulation. ​ We have used third-party qualified specialists to assist management in determining the fair value of assets acquired and liabilities assumed. This includes assistance with the determination of economic useful lives and valuation of identifiable intangibles. ​ We estimate the fair value based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from our estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities F-11 Table of Contents assumed. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record certain adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. ​ All acquisition-related costs are accounted for as expenses in the period in which they are incurred. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in acquisition related costs in the consolidated statement of earnings. ​ Use of Estimates ​ The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make extensive use of certain estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant areas of estimation include but are not limited to accounting for allowance for expected credit losses, sales returns, allocation of revenue in multiple deliverable arrangements, principal vs. agent considerations, income taxes, depreciation, amortization of intangible assets, contingencies and stock-based compensation. Actual results could differ from those estimates. ​ Net Income Per Common Share ​ Our basic and diluted earnings per share are computed using the two-class method. The two-class method is an earnings allocation method that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Non-vested restricted stock awards that include non-forfeitable rights to dividends are considered participating securities. Per share amounts are computed by dividing net income available to common shareholders by the weighted average shares outstanding during each period. Diluted and basic earnings per share are the same because the restricted shares are the only potentially dilutive security. ​ A reconciliation of the numerators and denominators of the basic and diluted per share computations follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 12,323 ​ $ 12,497 ​ ​ ​ ​ ​ ​ ​ ​ ​ Less distributed and undistributed income allocated to participating securities ​ ​ 323 ​ ​ 317 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to common shareholders ​ ​ 12,000 ​ ​ 12,180 ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ Weighted average common shares (Basic) ​ 4,401 ​ 4,331 ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares including assumed conversions (Diluted) ​ 4,401 ​ 4,331 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net income per share ​ $ 2.72 ​ $ 2.81 ​ Diluted net income per share ​ $ 2.72 ​ $ 2.81 ​ ​ Cash Equivalents ​ The Company considers all liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. ​ F-12 Table of Contents Accounts Receivable ​ Accounts receivable principally represents amounts collectible from our customers. The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support any outstanding obligation. From time to time, we sell accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. The Company has no significant retained interests or servicing liabilities related to the accounts receivable sold. Proceeds from the sale of receivables approximated their discounted book value and were included in operating cash flows on the Consolidated Statements of Cash Flows. ​ Allowances for Expected Credit Losses ​ The Company maintains allowances for expected credit losses for estimated losses resulting from the inability of its customers to make required payments. Management determines the estimate of the allowance for expected credit losses by considering a number of factors, including historical experience, aging of the accounts receivable, as well as current market conditions and future forecasts of our customers’ ability to make payments for goods and services. At the time of sale, we record an estimate for sales returns based on historical experience, which is included in accounts payable and accrued expenses on the Consolidated Balance Sheets. If actual sales returns are greater than estimated by management, an additional returns allowance may be required as an offset to net sales. ​ Deferred Financing Costs ​ Deferred financing costs, such as financial advisory and other professional fees are capitalized and recognized in interest, net over the life of the related debt instrument using the straight-line method. Deferred financing costs associated with the Company’s revolving credit facility are presented as an asset, within other assets on the Consolidated Balance Sheets. ​ Foreign Currency Translation ​ Assets and liabilities of the Company’s foreign subsidiaries have been translated using the end of the reporting period exchange rates, and related revenues and expenses have been translated at average rates of exchange in effect during the period. Cumulative translation adjustments have been classified within accumulated other comprehensive loss, which is a separate component of stockholders’ equity in accordance FASB ASC Topic No. 220, “Comprehensive Income”. Foreign currency transaction gains and losses are recorded as income or expenses as amounts are settled. ​ For foreign currency remeasurement from each local currency into the appropriate functional currency, monetary assets and liabilities are remeasured to functional currencies using current exchange rates in effect at the balance sheet date. Gains or losses from these remeasurements have been included in the Company's Consolidated Statements of Earnings. Non-monetary assets and liabilities are recorded at historical exchange rates. ​ Concentration of Credit Risk ​ Financial instruments that potentially subject the Company to concentrations in credit risk consist of cash and cash equivalents. ​ The Company’s cash and cash equivalents, at times, may exceed federally insured limits. The Company’s cash and cash equivalents are deposited primarily in banking institutions with global operations. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. ​ Financial Instruments ​ The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of December 31, 2023 and 2022, because of the relative short maturity of F-13 Table of Contents these instruments. The Company’s accounts receivable-long-term is discounted to its present value at prevailing market rates at the time of sale which, approximates fair value as of December 31, 2023 and 2022. ​ Inventory ​ Inventory, consisting primarily of finished products held for resale, is valued based on the first-in-first-out method of accounting and is stated at the lower of cost or net realizable value. ​ Equipment and Leasehold Improvements ​ Equipment and leasehold improvements are stated at cost or fair value, if purchased as part of a business combination. Equipment depreciation is calculated using the straight-line method over three to five years . Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the related lease terms, whichever is shorter. ​ Software Development Costs ​ The Company capitalizes certain internal and external costs incurred to acquire or create internal-use software. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the software. At December 31, 2023 and 2022, the Company had unamortized software development costs of $ 6.9 million and $ 2.4 million, respectively, which are included in "Equipment and leasehold improvements" in the Company's Consolidated Balance Sheets. As of December 31, 2023, this includes $ 6.9 million for an internal-use software project that amortization expense has not yet been recognized for as the internal-use software is not ready for its intended use. As of December 31, 2022, there were $ 2.3 million in capitalized costs for this project. ​ Goodwill ​ We test goodwill for impairment on an annual basis and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performs an evaluation of goodwill, utilizing either a qualitative or quantitative impairment test. The annual test for impairment is conducted as of October 1. The Company’s reporting units included in the assessment of potential goodwill impairment are the same as its operating segments. Goodwill is not amortized but is subject to periodic testing for impairment at the reporting unit level. ​ In a qualitative assessment, we assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. ​ If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test. We may also elect the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. ​ In the quantitative impairment test, we compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. Conversely, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. ​ Determining the fair value of a reporting unit is judgmental in nature and requires the use of estimates and assumptions, including net sales growth rates, gross profit margins, operating margins, discount rates and future market conditions, among others. Any changes in the judgments, estimates or assumptions used could produce different results. ​ F-14 Table of Contents Intangible Assets ​ Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives, which is determined based on their expected period of benefit. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset's carrying amount over its fair value. In addition, each quarter, the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life. ​ Comprehensive Income ​ Comprehensive income consists of net income for the year and the impact of unrealized foreign currency translation adjustments. The foreign currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in international subsidiaries. ​ Revenue Recognition The Company’s revenues primarily result from the sale of various technology products and services, including third-party products, third-party software and third-party maintenance, software support and services. The Company recognizes revenue as control of the third-party products and third-party software is transferred to customers, which generally happens at the point of shipment or fulfilment and at the point that our customers and vendors accept the terms and conditions of the arrangement for third-party maintenance, software support and services. The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to third party maintenance, cloud services and certain security software whose intended functionality is dependent on third party maintenance. The Company allows its customers to return product for exchange or credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded upon product return. The Company also provides rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience. The Company considers shipping and handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of sales. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales. The Company disaggregates its operating revenue by segment, geography and timing of revenue recognition, which the Company believes provides a meaningful depiction of the nature of its revenue. For additional information, see Note 13 (Industry, Segment and Geographic Information). ​ Hardware and software products sold by the Company are generally delivered via shipment from the Company’s facilities, drop shipment directly from the vendor, or by electronic delivery of keys for software products. The majority of the Company’s business involves shipments directly from its vendors to its customers, in these transactions, the Company is generally responsible for negotiating price both with the vendor and customer, payment to the vendor, establishing payment terms with the customer, product returns, and has risk of loss if the customer does not make payment. As the principal with the customer, the Company recognizes revenue upon receiving notification from the vendor that the product F-15 Table of Contents was shipped. Control of software products is deemed to have passed to the customer when they acquire the right to use or copy the software under license as substantially all product functionality is available to the customer at the time of sale. ​ The Company performs an analysis of the number of days of sales in-transit to customers at the end of each reporting period based on an analysis of commercial delivery terms that include drop-shipment arrangements. This analysis is the basis upon which the Company estimates the amount of net sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been delivered to the customer. Changes in delivery patterns may result in a different number of business days estimated to make this adjustment. The Company also performs a weighted average analysis of the estimated number of days between order fulfillment and beginning of the renewal term for term licenses recorded on a gross basis, and a deferral estimate is recorded for term license renewals fulfilled prior to commencement date. Generally, software products are sold with accompanying third-party delivered software assurance, which is a product that allows customers to upgrade, at no additional cost, to the latest technology if new capabilities are introduced during the period that the software assurance is in effect. The Company evaluates whether the software assurance is a separate performance obligation by assessing if the third-party delivered software assurance is critical or essential to the core functionality of the software itself. This involves considering if the software provides its original intended functionality to the customer without the updates, if the customer would ascribe a higher value to the upgrades versus the up-front deliverable, if the customer would expect frequent intelligence updates to the software (such as updates that maintain the original functionality), and if the customer chooses to not delay or always install upgrades. If the Company determines that the accompanying third-party delivered software assurance is critical or essential to the core functionality of the software license, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation. The value of the product is primarily the accompanying support delivered by a third party and therefore the Company is acting as an agent in these transactions and recognizes them on a net basis at the point the associated software license is delivered to the customer. The Company sells cloud computing solutions that utilize third-party vendors to enable customers to access data center functionality in a cloud-based solution, including storage, computing and networking and access to software in the cloud that enhances office productivity, provides security or assists in collaboration. The Company recognizes revenue for cloud computing solutions for arrangements with one-time invoicing to the customer at the time of invoice on a net basis as the Company is acting as an agent in the transaction. For monthly subscription-based arrangements, the Company is acting as an agent in the transaction and recognizes revenue as it invoices the customer for its monthly usage on a net basis. For software licenses where the accompanying third-party delivered software assurance is not critical or essential to the core functionality, the software assurance is recognized as a separate performance obligation, with the associated revenue recognized on a net basis at the point the related software license is delivered to the customer. The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services. For each deliverable that represents a distinct performance obligation, total arrangement consideration is allocated based upon the standalone selling prices (“SSP”) of each performance obligation. SSP is determined based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through established standard prices, we use judgement and estimate the standalone selling price considering available information such as market pricing and pricing related to similar products. ​ Freight The Company records freight billed to its customers as net sales and the related freight costs as cost of sales when the underlying product revenue is recognized. For freight not billed to its customers, the Company records the freight costs as cost of sales. The Company’s typical shipping terms result in shipping being performed before the customer obtains control of the product. The Company considers shipping to be a fulfillment activity and not a separate performance obligation. ​ F-16 Table of Contents Commissions ​ The Company pays commissions and related payroll taxes to sales personnel when customers are invoiced. These costs are recorded as selling general and administrative expenses in the period earned as all our performance obligations are complete within a short window of processing the order. ​ Stock-Based Compensation ​ The Company has stockholder-approved stock incentive plans for employees and directors. Stock-based compensation is recognized based on the grant date fair value and is recognized as expense on a straight-line basis over the requisite service period. ​ Operating Segments ​ Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's operations are classified into two reportable business segments: Distribution and Solutions. For additional information, see Note 13 (Industry, Segment and Geographic Information). ​ Treasury Stock ​ Treasury stock is accounted for at cost. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares. ​ Interest, net ​ Interest, net consists primarily of interest income earned on our cash and cash equivalents and income from the amortization of the discount on accounts receivable long term, net of interest expense on the Company’s credit facility. ​ Income Taxes ​ The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. This method also requires a valuation allowance against the net deferred tax asset if, based on the weighted available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense when assessed. The Company accounts for uncertainties in accordance with FASB ASC 740 “Income Taxes”. This standard clarified the accounting for uncertainties in income taxes. The standard prescribes criteria for recognition and measurement of tax positions. It also provides guidance on derecognition, classification, interest and penalties, and disclosures related to income taxes associated with uncertain tax positions. The Company classifies all deferred tax asset or liabilities as non-current on the balance sheet. ​ F-17 Table of Contents Foreign Exchange ​ The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. In cases where the Company is not able to create a natural hedge by maintaining offsetting asset and liability amounts in the same currency, it may enter into foreign exchange contracts, typically in the form of forward purchase agreements, to facilitate the hedging of foreign currency exposures to mitigate the impact of changes in foreign currency exchange rates. These contracts generally have terms of no more than two months. The Company does not apply hedge accounting to these contracts and therefore the changes in fair value are recorded in earnings. The Company does not enter into foreign exchange contracts for trading purposes and the risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the Company minimizes by limiting its counterparties to major financial institutions. ​ Recently Issued Accounting Pronouncements ​ In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326)” ("ASU 2016-13"). ASU 2016-13 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. Originally, ASU 2016-13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. In November 2019, FASB issued ASU 2019-10, “ Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842).” This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted the new credit loss standard and it did not have an impact on the Company’s financial statements. ​ In July 2023, the FASB issued Accounting Standards Update 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), Compensation — Stock Compensation (Topic 718) .” This ASU amends various paragraphs in the accounting codification pursuant to the issuance of Commission Staff Accounting Bulletin (“SAB”) number 120. The ASU provides clarifying guidance related to employee and non-employee share-based payment accounting, including guidance related to spring-loaded awards. ASU 2023-03 was effective upon issuance. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements. ​ 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. The Company will adopt the update in the first quarter of 2024 but does not expect there to be a material effect on our consolidated financial statements. ​ 3. Acquisition ​ Acquisition of Data Solutions Holdings Limited ​ On October 6, 2023, the Company entered into a Share Purchase Agreement and purchased the entire share capital of Data Solutions Holdings Limited (“Data Solutions”) for an aggregate purchase price of approximately € 15.0 million (equivalent to $ 15.9 million USD), subject to certain working capital and other adjustments, paid at closing plus a potential post-closing earn-out. The allocation of the purchase price was based on the estimated fair value of Data Solutions’ net tangible and identifiable intangible assets as of the date of the acquisition. The transaction was accounted for under the purchase method of accounting. ​ The financial position and operating results of Data Solutions is included in the Company’s consolidated financial statements from the date of the acquisition. The Company recorded net revenue for Data Solutions of approximately $ 14.3 million and net income of approximately $ 0.8 million during the year ended December 31, 2023. ​ F-18 Table of Contents The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet and the acquisition date fair value of the total consideration transferred is depicted in the table below. Due to the timing of the closing of the transaction in the fourth quarter of 2023, the Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily the final valuation of goodwill and intangible assets and the final evaluation and assessment of income tax accounts; therefore, the final fair value of the assets acquired and liabilities assumed, which will be completed within the measurement period of up to one year from the acquisition date, may vary from the Company’s preliminary estimates: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Cash ​ $ 3,190 Accounts receivable ​ ​ 32,503 Inventory ​ ​ 2,460 Other current assets ​ ​ 99 Equipment and leasehold improvements ​ ​ 800 Vendor relationships ( 10 -year weighted average useful life) ​ ​ 8,269 Goodwill ​ ​ 7,143 Accounts payable and other current liabilities ​ ​ ( 34,793 ) Deferred tax liability ​ ​ ( 1,576 ) Net assets ​ $ 18,095 ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Supplementary information: ​ ​ ​ Cash paid to sellers ​ $ 15,868 Contingent earn-out ​ ​ 2,227 Total purchase consideration ​ $ 18,095 ​ ​ ​ ​ Cash paid to sellers ​ ​ 15,868 Cash acquired in acquisition ​ ​ ( 3,190 ) Net cash paid for acquisition ​ $ 12,678 ​ Intangible assets are comprised of approximately $ 8.3 million of vendor relationships with a weighted average amortization period of 10 years, representing the expected period of benefits. Goodwill, which was allocated to the Distribution segment, is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes. ​ The Company used the income approach to value the intangible assets, representing acquired vendor relationships. The fair value measurements were primarily based on significant inputs that are not observable, which are categorized as a Level 3 measurement in the fair value hierarchy (See Note 14 – Fair Value Measurements). Inputs used to value these intangible assets include the discount rate, projection of all future cash flows, long-term growth rates, vendor attrition rates and applicable income tax rates. The excess purchase price recorded to goodwill primarily represents the future economic benefits the Company expects to achieve as a result of combining operations and expanding vendor relationships. ​ The purchase consideration includes approximately $ 2.2 million fair value for potential earn-out consideration if certain targets are achieved, payable in cash. The earn-out liability is included in current liabilities as of December 31, 2023. There were no material changes in fair value since the acquisition date. The fair value earn-out measurement was primarily based on inputs that are not observable, which are categorized as a Level 3 measurement in the fair value hierarchy (See Note 14 – Fair Value Measurements), reflecting its assessment of the assumptions market participants F-19 Table of Contents would use to value these liabilities. The undiscounted payment of the earn-out can range from zero up to approximately $ 3.9 million and achievement is based on the post-acquisition results of Data Solutions. ​ In connection with the acquisition of Data Solutions on October 6, 2023, the Company acquired an invoice discounting facility (“IDF”) that is with recourse to the Company (See Note 8 – Credit Facilities). The balance outstanding under the IDF at December 31, 2023 was $ 4.3 million, which is included in accounts payable and accrued expenses on the Consolidated Balance Sheets. Acquisition related costs remained consistent at approximately $ 0.6 million for the years ended December 31, 2023 and 2022, respectively, which is reflected in the accompanying consolidated statements of earnings. The costs incurred during the year ended December 31, 2023 related to the aforementioned Data Solutions acquisition, while the costs incurred during the prior period ended December 31, 2022 related to the Spinnakar Limited acquisition. ​ ​ F-20 Table of Contents 4. Goodwill and Other Intangible Assets Goodwill represents the premium paid over the fair value of the net tangible and intangible assets that are individually identified and separately recognized in business combinations. The following table summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ Solutions ​ Consolidated Balance January 1, 2022 ​ $ 8,141 ​ $ 9,047 ​ $ 17,188 Goodwill acquired ​ ​ 3,244 ​ ​ — ​ ​ 3,244 Translation adjustments ​ ​ ( 703 ) ​ ​ ( 766 ) ​ ​ ( 1,469 ) Balance December 31, 2022 ​ $ 10,682 ​ $ 8,281 ​ $ 18,963 Goodwill acquired ​ ​ 7,143 ​ ​ — ​ ​ 7,143 Translation adjustments ​ ​ 833 ​ ​ 243 ​ ​ 1,076 Balance December 31, 2023 ​ $ 18,658 ​ $ 8,524 ​ $ 27,182 ​ Information related to the Company’s other intangibles, net is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2023 ​ ​ Gross Carrying Amount ​ Accumulated Amortization ​ Net Carrying Amount Customer and vendor relationships ​ $ 30,968 ​ ​ 4,424 ​ $ 26,544 Trade name ​ ​ 489 ​ ​ 103 ​ ​ 386 Total ​ $ 31,457 ​ $ 4,527 ​ $ 26,930 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ ​ Gross Carrying Amount ​ Accumulated Amortization ​ Net Carrying Amount Customer and vendor relationships ​ $ 21,457 ​ $ 2,165 ​ $ 19,292 Trade name ​ ​ 468 ​ ​ 67 ​ ​ 401 Total ​ $ 21,925 ​ $ 2,232 ​ $ 19,693 ​ Customer relationships are amortized over thirteen years . Vendor relationships are amortized between eight and fifteen years . Trade name is amortized over fifteen years . The Company recognized total amortization expense for other intangibles, net of $ 2.2 million and $ 1.2 million during the years ended December 31, 2023 and 2022, respectively. Estimated future amortization expense of the Company’s other intangibles, net as of December 31, 2023 is as follows: ​ ​ ​ ​ ​ 2024 $ 3,037 2025 ​ 3,037 2026 ​ 3,037 2027 ​ 3,037 2028 ​ 3,037 Thereafter ​ 11,745 Total ​ $ 26,930 ​ ​ F-21 Table of Contents 5. Right-of-use Asset and Lease Liability ​ The Company has entered into operating leases for office and warehouse facilities, which have terms at lease commencement that range from 1 years to 11 years. The Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and lease expense for these leases is recognized on a straight-line basis over the lease term. ​ Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date of the lease based on the present value of the lease payments over the lease term. As our leases do not provide a readily determinable implicit rate, we use an incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term and included in selling, general and administrative expenses. ​ Information related to the Company’s right-of-use assets and related lease liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ ​ 2023 ​ ​ 2022 Cash paid for operating lease liabilities ​ $ 627 ​ $ 647 Right-of-use assets obtained in exchange for new operating lease obligations ​ $ — ​ $ 63 Weighted-average remaining lease term ​ ​ 3.2 years ​ ​ 3.9 years Weighted-average discount rate ​ ​ 3.6 % ​ ​ 3.5 % ​ Maturities of lease liabilities as of December 31, 2023 were as follows: ​ ​ ​ ​ ​ 2024 $ 575 2025 ​ 553 2026 ​ 548 2027 ​ 115 ​ ​ ​ 1,791 Less: imputed interest ​ ​ ( 462 ) Total lease liabilities ​ $ 1,329 ​ ​ ​ ​ Lease liabilities, current portion ​ ​ 450 Lease liabilities, net of current portion ​ ​ 879 Total lease liabilities ​ $ 1,329 ​ ​ F-22 Table of Contents 6. Balance Sheet Detail ​ Equipment and leasehold improvements, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2023 2022 Equipment ​ $ 3,195 ​ $ 2,720 Capitalized software ​ ​ 6,890 ​ ​ 2,997 Buildings ​ ​ 709 ​ ​ — Leasehold improvements ​ 2,385 ​ 1,848 ​ ​ 13,179 ​ 7,565 Less accumulated depreciation and amortization ​ ( 4,329 ) ​ ( 4,050 ) ​ ​ $ 8,850 ​ $ 3,515 ​ Depreciation expense relating to equipment, leasehold improvements and buildings, net was $ 0.6 million and $ 0.4 million during the years ended December 31, 2023 and 2022, respectively. Amortization expense relating to capitalized software was $ 0.1 million and $ 0.4 million during the years ended December 31, 2023 and 2022. ​ Accounts receivable – long term, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ ​ 2023 2022 ​ ​ Total amount due from customer ​ $ 1,637 ​ $ 5,213 ​ ​ ​ Less: unamortized discount ​ ( 12 ) ​ ( 188 ) ​ ​ ​ Less: current portion included in accounts receivable ​ ( 828 ) ​ ( 1,911 ) ​ ​ ​ ​ ​ $ 797 ​ $ 3,114 ​ ​ ​ ​ Accounts payable and accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2023 2022 Trade accounts payable ​ $ 218,717 ​ $ 151,180 ​ Accrued expenses ​ ​ 22,903 ​ ​ 8,459 ​ Other accounts payable and accrued expenses ​ 8,028 ​ 1,011 ​ ​ ​ $ 249,648 ​ $ 160,650 ​ ​ Accumulated other comprehensive loss consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2023 2022 ​ Foreign currency translation adjustments ​ $ 2,346 ​ $ ( 2,618 ) ​ ​ ​ $ 2,346 ​ $ ( 2,618 ) ​ F-23 Table of Contents ​ 7. Income Taxes ​ Deferred tax attributes resulting from differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ ​ Accruals and reserves ​ $ 574 ​ $ 631 ​ Deferred rent credit ​ ​ 115 ​ ​ 146 ​ Depreciation and amortization ​ ​ 55 ​ ​ 38 ​ Total deferred tax assets ​ ​ 744 ​ ​ 815 ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ ( 5,974 ) ​ ( 4,604 ) ​ Total deferred tax liabilities ​ ​ ( 5,974 ) ​ ​ ( 4,604 ) ​ Net deferred tax (liabilities) asset ​ $ ( 5,230 ) ​ $ ( 3,789 ) ​ ​ The provision for income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 Current: ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 2,793 ​ $ 2,694 ​ State ​ 676 ​ 622 ​ Foreign ​ 1,372 ​ 1,254 ​ ​ ​ 4,841 ​ 4,570 ​ Deferred: ​ ​ ​ ​ ​ ​ ​ Federal ​ 32 ​ ( 124 ) ​ State ​ ​ 10 ​ ​ ( 30 ) ​ Foreign ​ ( 425 ) ​ ( 381 ) ​ ​ ​ ( 383 ) ​ ( 535 ) ​ ​ ​ $ 4,458 ​ $ 4,035 ​ Effective Tax Rate ​ 26.6 % 24.4 % ​ The reasons for the difference between total tax expense and the amount computed by applying the U.S. statutory federal income tax rate to income before income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 Statutory rate applied to pretax income ​ $ 3,524 ​ $ 3,472 ​ Other permanent items ​ ​ 569 ​ ​ 156 ​ State income taxes, net of federal income tax benefit ​ 542 ​ 468 ​ Acquisition related costs ​ ​ 132 ​ ​ — ​ Other items ​ — ​ 11 ​ Dividends ​ ​ ( 3 ) ​ ​ ( 9 ) ​ GILTI, net of foreign tax credits ​ ​ ( 11 ) ​ ​ ( 50 ) ​ Foreign income taxes (under) over U.S. statutory rate ​ ( 46 ) ​ 137 ​ Stock compensation ​ ​ ( 249 ) ​ ​ ( 150 ) ​ Income tax expense ​ $ 4,458 ​ $ 4,035 ​ ​ The Company has analyzed filing positions in all the federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal F-24 Table of Contents consolidated tax return, its state tax returns, its Canadian tax return and its tax return in the United Kingdom as major tax jurisdictions. As of December 31, 2023, the Company’s 2020 through 2022 Federal tax returns remain open for examination. The Company’s various states and Canadian tax returns are open for examination for the years 2019 through 2022. The Company’s tax return in the United Kingdom is open for examination for the years 2021 and 2022. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including experience and interpretations of tax law applied to the facts of each matter. ​ For financial reporting purposes, income before income taxes includes the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 ​ 2022 United States ​ $ 11,990 ​ $ 12,968 ​ Foreign ​ 4,791 ​ 3,564 ​ ​ ​ $ 16,781 ​ $ 16,532 ​ ​ ​ The Company has approximately $ 9.2 million of undistributed earnings in Canada and $ 5.3 million of undistributed earnings in the United Kingdom and $ 0.9 million of undistributed earnings in Ireland, which it continues to reinvest indefinitely, and therefore no withholding taxes related to its repatriation has been recorded. ​ There was no activity related to the Company’s unrecognized tax benefits during the year ended December 31, 2023 and December 31, 2022. ​ During the years ended December 31, 2023 and 2022, the Company incurred interest and penalties of zero , respectively, related to these uncertain tax benefits. ​ 8. Credit Facilities ​ On May 18, 2023, the Company entered into a revolving credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPM”), providing for a revolving credit facility of up to $ 50.0 million subject to a borrowing base, including the issuance of letters of credit and swingline loans not to exceed $ 2.5 million and $ 5.0 million, respectively, at any time outstanding. In addition, subject to certain conditions enumerated in the Credit Agreement, the Company has the right to increase the revolving credit facility by a total amount not to exceed $ 20.0 million. The proceeds of the revolving loans, letters of credit and swingline loans under the Credit Agreement may be used for working capital needs, general corporate purposes and for acquisitions permitted by the terms of the Credit Agreement. ​ All outstanding loans issued pursuant to the Credit Agreement become due and payable on May 18, 2028. There were no amounts outstanding under the Credit Agreement as of December 31, 2023. ​ Outstanding Loans comprising (i) ABR Borrowings bear interest at the ABR plus the Applicable Rate, (ii) Term Benchmark Borrowings bear interest at the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable, plus the Applicable Rate and (iii) RFR Loans bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Rate. The Applicable Rate for borrowings varies (i) in the case of ABR Borrowings, from 0.50 % to 0.75 % and (ii) in the case of Term Benchmark Borrowings and RFR Loans, from 1.50 % to 1.75 %. ​ The Credit Agreement contains customary affirmative covenants, such as financial statement and collateral reporting requirements. The Credit Agreement also contains customary negative covenants that limit the ability of the Company to, among other things, incur indebtedness, create liens or permit encumbrances, or undergo certain fundamental changes. Additionally, under certain circumstances, the Company is required to maintain a minimum fixed charge coverage ratio. ​ F-25 Table of Contents In connection with entering into the Credit Agreement, the Company voluntarily terminated its existing revolving credit agreement, dated November 15, 2017 with Citibank N.A. (“Previous Credit Facility”). As of December 31, 2023, the Company had no borrowings outstanding under the Previous Credit Facility. ​ On April 8, 2022, the Company entered into a $ 2.1 million term loan (the “Term Loan”) with First American Commercial Bancorp, Inc. pursuant to a Master Loan and Security Agreement. The proceeds from the Term Loan will be used to fund certain capital expenditures. The borrowing under the Term Loan bears interest at a rate of 3.73 % per annum and is being repaid over forty-eight monthly installments of principal and interest through April 2026. ​ As of December 31, 2023 and 2022, the Company had $ 1.3 million and $ 1.8 million outstanding under the Term Loan, respectively. ​ As of December 31, 2023, future principal payments under the Term Loan are as follows: ​ ​ ​ ​ ​ 2024 ​ ​ 540 2025 ​ ​ 560 2026 ​ ​ 192 Total ​ $ 1,292 ​ In connection with the acquisition of Data Solutions (See Note 3 – Acquisition), the Company acquired an IDF that is with recourse to the Company. Data Solutions had previously entered into the IDF with AIB Commercial Finance Limited (“AIB”) pursuant to a Debt Purchase Agreement. The proceeds from the IDF will be used for working capital needs of Data Solutions. Borrowings under the IDF are based on accounts receivable up to 80 % of the outstanding accounts receivable balance. The discount rate under the IDF is equal to 2.5 % above AIB’s applicable lending rates that vary based on the currency of the accounts receivable. The outstanding balance under the IDF at December 31, 2023 was $ 4.3 million, which is included in accounts payable and accrued expenses on the Consolidated Balance Sheets. ​ ​ 9. Stockholders’ Equity and Stock-Based Compensation ​ The 2021 Omnibus Incentive Plan (the “2021 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The 2021 Plan was approved by the Company’s stockholders at the 2021 Annual Meeting in June 2021. The total number of shares of the Company’s common stock, par value $ 0.01 per share (“Common Stock”) initially available for award under the 2021 Plan was 500,000 shares. As of December 31, 2023, the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2021 Plan is 241,068 . ​ The 2012 Stock-Based Compensation Plan (the “2012 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The total number of shares of the Company’s Common Stock initially available for award under the 2012 Plan was 600,000 , which was increased to 1,000,000 shares by stockholder approval at the Company’s 2018 Annual Meeting in June 2018. Immediately prior to the replacement of the 2012 Plan by the 2021 Plan, there were 352,158 shares of Common Stock available under the 2012 Plan. The 2012 Plan has been replaced by the 2021 Plan and none of the remaining shares of Common Stock authorized under the 2012 Plan will be transferred to or used under the 2021 Plan nor will any awards under the 2012 Plan that are forfeited increase the shares available for awards under the 2021 Plan. As of December 31, 2023, the number of shares of Common Stock available under the 2012 Plan is zero . ​ During the year ended December 31, 2023, the Company granted a total of 132,526 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest immediately, over time in three equal installments or over time in up to sixteen equal quarterly installments. ​ During the year ended December 31, 2022, the Company granted a total of 78,505 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest immediately or over time in up to sixteen equal F-26 Table of Contents quarterly installments. During the year ended December 31, 2022, 4,056 shares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company. ​ There was no options activity during the year ended December 31, 2023 and 2022 and there were no options outstanding or exercisable at December 31, 2023 and 2022, respectively, under both the Company’s 2012 Plan and 2021 Plan. ​ Under the various plans, options that are cancelled can be reissued. At December 31, 2023, no cancelled options were reserved for future reissuance. ​ A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s 2012 Plan as of December 31, 2023, and 2022 and changes during the years ended December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average Grant ​ ​ ​ ​ Date ​ ​ Shares ​ Fair Value Nonvested shares at January 1, 2022 122,102 ​ $ 18.35 ​ Granted in 2022 78,505 ​ ​ 31.83 ​ Vested in 2022 ( 75,492 ) ​ ​ 21.93 ​ Forfeited in 2022 ( 4,056 ) ​ ​ 19.20 ​ Nonvested shares at December 31, 2022 121,059 ​ $ 24.83 ​ Granted in 2023 132,526 ​ ​ 44.99 ​ Vested in 2023 ( 110,291 ) ​ ​ 33.92 ​ Forfeited in 2023 — ​ ​ — ​ Nonvested shares at December 31, 2023 143,294 ​ $ 36.48 ​ ​ As of December 31, 2023, there was approximately $ 4.5 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.5 years. ​ For the years ended December 31, 2023 and 2022, the Company recognized share-based compensation cost of approximately $ 4.1 million and $ 1.9 million, respectively, which is included in selling, general and administrative expenses. ​ 10. Defined Contribution Plan ​ The Company maintains a defined contribution plan covering substantially all employees. Participating employees may make contributions to the plan, through payroll deductions. Matching contributions are made by the Company equal to 50 % of the employee’s contribution to the extent such employee contribution did not exceed 8 % of their compensation. During the years ended December 31, 2023 and 2022, the Company expensed approximately $ 0.5 million and $ 0.3 million, respectively, related to this plan. ​ F-27 Table of Contents 11. Commitments and Contingencies ​ Severance Plan ​ The Board of Directors of the Company previously approved the Climb Global Solutions, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”), which supersedes and replaces all other severance arrangements between the Company and its executive officers, which previously had been governed by separate legacy employment agreements and offer letters. The Severance Plan provides severance benefits upon a qualifying termination of employment (“Covered Termination”) of an executive officer. The Severance Plan provides for three tiers of severance benefits in the event of a Covered Termination based on the executive’s seniority and position, including payment of 6 - 18 months of base salary, a pro rata payment of such executive’s bonus for the year in which the Covered Termination occurred, and a COBRA subsidy during the severance period. In the event the Covered Termination in connection with a change of control, the Severance Plan provides for increased severance benefits, including payment of 18 - 24 months of base salary, payment of such executive’s target bonus for the year in which the Covered Termination occurred, double trigger vesting acceleration of equity awards, and a COBRA subsidy during the severance period. ​ Other ​ As of December 31, 2023, the Company has no standby letters of credit, has no standby repurchase obligations or other commercial commitments. The Company has a line of credit see Note 8 (Credit Facility). Other than employment agreements, other management compensation arrangements and related party transactions as disclosed in Note 12, the Company is not engaged in any other transactions with related parties. ​ 12. Related Party Transactions ​ The Company made sales to a customer where a family member of one of our executive’s has a minority ownership position. During the year ended December 31, 2023 and 2022, net sales to this customer totaled $ 1.4 million and $ 1.8 million, respectively, and amounts due from this customer as of December 31, 2023 and 2022 totaled less than $ 0.1 million and $ 0.1 million, respectively. ​ 13. Industry, Segment and Geographic Financial Information ​ The Company distributes software developed by others through resellers indirectly to customers worldwide. We also resell computer software and hardware developed by others and provide technical services directly to customers worldwide. ​ FASB ASC Topic 280, “Segment Reporting,” requires that public companies report profits and losses and certain other information on their “reportable operating segments” in their annual and interim financial statements. The internal organization used by the public company’s Chief Operating Decision Maker (CODM) to assess performance and allocate resources determines the basis for reportable operating segments. The Company’s CODM is the Chief Executive Officer. ​ The Company is organized into two reportable operating segments. The “Distribution” segment distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide. The “Solutions” segment is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide. ​ As permitted by FASB ASC Topic 280, the Company has utilized the aggregation criteria in combining its operations in Canada, Europe and the United Kingdom with the domestic segments as the international operations provide the same products and services to similar clients and are considered together when the Company’s CODM decides how to allocate resources. F-28 Table of Contents Segment income is based on segment net sales less the respective segment’s cost of sales as well as segment direct costs (including such items as payroll costs and payroll related costs, such as profit sharing, incentive awards and insurance) and excluding general and administrative expenses not attributed to an individual segment business unit. The Company only identifies accounts receivable, vendor prepayments and inventory by segment as shown below as “Selected Assets” by segment; it does not allocate its other assets, including capital expenditures by segment. The following segment reporting information of the Company is provided: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ ​ 2023 2022 Net Sales: ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 325,262 ​ $ 282,509 ​ Solutions ​ 26,751 ​ 21,839 ​ ​ ​ 352,013 ​ 304,348 ​ Gross Profit: ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 53,363 ​ $ 44,970 ​ Solutions ​ 10,884 ​ 9,124 ​ ​ ​ 64,247 ​ 54,094 ​ Direct Costs: ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 22,467 ​ $ 15,804 ​ Solutions ​ 5,238 ​ 4,296 ​ ​ ​ 27,705 ​ 20,100 ​ Segment Income Before Taxes: (1) ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 30,896 ​ $ 29,166 ​ Solutions ​ 5,646 ​ 4,828 ​ Segment Income Before Taxes ​ 36,542 ​ 33,994 ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative ​ $ 16,625 ​ $ 14,044 ​ Acquisition related costs ​ ​ 629 ​ ​ 582 ​ Depreciation and amortization expense ​ ​ 2,798 ​ ​ 2,054 ​ Interest, net ​ 927 ​ 159 ​ Foreign currency transaction loss ​ ​ ( 636 ) ​ ​ ( 941 ) ​ Income before taxes ​ $ 16,781 ​ $ 16,532 ​ ​ (1) Excludes general corporate expenses including acquisition related costs, amortization and depreciation expense, interest, and foreign currency transaction (loss) gain. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ ​ December 31, ​ December 31, ​ Selected Assets by Segment: ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 242,927 ​ $ 180,602 ​ Solutions ​ 37,992 ​ 21,420 ​ Segment Select Assets ​ 280,919 ​ 202,022 ​ Corporate Assets ​ 54,179 ​ 29,834 ​ Total Assets ​ $ 335,098 ​ $ 231,856 ​ ​ F-29 Table of Contents Geographic areas and net sales mix related to operations for the year ended December 31, 2023 and 2022 were as follows. Net sales is allocated to a geographic area based on the location of the sale, which is generally the customer’s country of domicile. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, 2023 ​ ​ ​ Distribution Solutions ​ Total ​ Geography ​ ​ ​ ​ ​ ​ ​ ​ USA ​ $ 244,261 ​ $ 15,425 ​ $ 259,686 ​ Europe and United Kingdom ​ 57,253 ​ 10,167 ​ 67,420 ​ Canada ​ 23,748 ​ 1,159 ​ 24,907 ​ Total net sales ​ $ 325,262 ​ $ 26,751 ​ $ 352,013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ ​ ​ Transferred at a point in time where the Company is principal (1) ​ $ 286,051 ​ $ 19,853 ​ $ 305,904 ​ Transferred at a point in time where the Company is agent (2) ​ 39,211 ​ 6,898 ​ 46,109 ​ Total net sales ​ $ 325,262 ​ $ 26,751 ​ $ 352,013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, 2022 ​ ​ ​ Distribution Solutions ​ Total ​ Geography ​ ​ ​ ​ ​ ​ ​ ​ USA ​ $ 225,380 ​ $ 11,137 ​ $ 236,517 ​ Europe and United Kingdom ​ 34,423 ​ 9,171 ​ 43,594 ​ Canada ​ 22,706 ​ 1,531 ​ 24,237 ​ Total net sales ​ $ 282,509 ​ $ 21,839 ​ $ 304,348 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ ​ ​ Transferred at a point in time where the Company is principal (1) ​ $ 251,334 ​ $ 15,044 ​ $ 266,378 ​ Transferred at a point in time where the Company is agent (2) ​ 31,175 ​ 6,795 ​ 37,970 ​ Total net sales ​ $ 282,509 ​ $ 21,839 ​ $ 304,348 ​ ​ (1) Includes net sales from third-party hardware and software products. ​ (2) Includes net sales from third-party maintenance, software support and services. ​ Geographic identifiable assets related to operations as of December 31, 2023 and 2022 were as follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Identifiable Assets by Geographic Areas ​ 2023 2022 ​ USA ​ $ 171,080 ​ $ 137,877 ​ Canada ​ ​ 23,994 ​ ​ 27,597 ​ Europe and United Kingdom ​ ​ 140,024 ​ ​ 66,382 ​ Total ​ $ 335,098 ​ $ 231,856 ​ ​ F-30 Table of Contents For the year ended December 31, 2023, the Company had two customers that accounted for 20 %, and 15 %, respectively, of consolidated net sales and as of December 31, 2023, 15 % and 6 %, respectively, of total net accounts receivable. For the year ended December 31, 2023, the Company had one vendor that accounted for 14 % of our consolidated purchases. ​ For the year ended December 31, 2022, the Company had two customers that accounted for 21 %, and 16 %, respectively, of consolidated net sales and as of December 31, 2022, 16 % and 18 %, respectively, of total net accounts receivable. For the year ended December 31, 2022, the Company had one vendor that accounted for 17 % of our consolidated purchases. ​ Our top five customers accounted for 51 % of consolidated net sales for the years ended December 31, 2023 and 2022, respectively. ​ 14. Fair Value Measurements ​ Fair value is defined under US GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ​ Level 1 – observable inputs such as quoted prices for identical instruments traded in active markets. ​ Level 2 – inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ​ Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. ​ The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2023 and 2022, respectively, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2023 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury bills ​ $ 5,096 ​ $ — ​ $ — ​ $ 5,096 Total assets ​ $ 5,096 ​ $ — ​ $ — ​ $ 5,096 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent earn-out ​ $ — ​ $ — ​ $ 4,189 ​ $ 4,189 Total liabilities ​ $ — ​ $ — ​ $ 4,189 ​ $ 4,189 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury bills ​ $ — ​ $ — ​ $ — ​ $ — Total assets ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent earn-out ​ $ — ​ $ — ​ $ 1,777 ​ $ 1,777 Total liabilities ​ $ — ​ $ — ​ $ 1,777 ​ $ 1,777 ​ F-31 Table of Contents In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The approach to estimating the contingent earn-out associated with the Company’s business combinations uses unobservable factors such as projected cash flows over the term of the contingent earn-out periods. ​ The Company’s investment in treasury bills are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy. The Company’s contingent earn-out liability is measured at fair value on a recurring basis and is classified as level 3 within the fair value hierarchy. During the fourth quarter of each year, the Company evaluates goodwill for impairment at the reporting unit level. The Company uses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a goodwill impairment test. This measurement is classified based on level 3 input. ​ The following table presents the changes in the Company’s level 3 financial instruments measured at fair value on a recurring basis: ​ ​ ​ ​ ​ Balance January 1, 2022 ​ $ — Spinnakar acquisition - contingent earn-out ​ ​ 1,771 Translation adjustments ​ ​ 6 Balance December 31, 2022 ​ $ 1,777 Data Solutions acquisition - contingent earn-out ​ ​ 2,227 Translation adjustments ​ ​ 185 Balance December 31, 2023 ​ $ 4,189 ​ There were no material changes in fair value since the respective acquisition dates associated with the contingent earn-outs. ​ ​ ​ ​ ​ ​ F-32 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Schedule II--Valuation and Qualifying Accounts (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charged to ​ ​ ​ ​ ​ ​ Beginning ​ Cost and ​ ​ ​ ​ Ending Description ​ Balance ​ Expense ​ Deductions ​ Balance Year ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ​ $ 881 ​ $ 19 ​ $ 58 ​ $ 842 ​ Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for expected credit losses (1) ​ $ 842 ​ $ 54 ​ $ 187 ​ $ 709 ​ ​ ​ ​ ​ ​ ​ ​ (1) Previously referred to as Allowance for doubtful accounts. ​ ​ ​ ​ ​ ​ ​ ​ F-33