UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended June 30, 2023

☐

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

For the transition period from to

Commission File No. 000-26408

Climb Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices)

(732) 389-8950

Registrant’s Telephone Number

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


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

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

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

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

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

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

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

There were 4,568,914 outstanding shares of common stock, par value $.01 per share (“Common Stock”) as of August 1, 2023.

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CLIMB GLOBAL SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

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		Page

	PART I FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	4

	Condensed Consolidated Statements of Earnings for the three and six months ended June 30, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	31

	PART II OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 6.	Exhibits, Financial Statement Schedules	33

SIGNATURES		35

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to come within the safe harbor protection provided by those sections. The statements, other than statements of historical fact, included in this Quarterly Report are forward-looking statements. Many of the forward-looking statements contained in this Quarterly Report may be identified by the use of forward-looking words such as “believes,” “expects,” “intends,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “under construction,” “in development,” “opportunity,” “target,” “outlook,” “maintain,” “continue,” “goal,” “aim,” “commit,” or similar expressions or when we discuss our future operating results, priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Because these forward-looking statements are subject to risks and uncertainties, actual results could differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, but are not limited to, the continued acceptance of the Company’s distribution channel by vendors and customers, the timely availability and acceptance of new products, product mix, market conditions, competitive pricing pressures, the successful integration of acquisitions, contribution of key vendor relationships and support programs, including vendor rebates and discounts, as well as factors that affect the software industry in general and other factors generally. We strongly urge current and prospective investors to carefully consider the cautionary statements and risk factors contained in this report and our annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 16, 2023.

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

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

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

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

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PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

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


	(Unaudited)
	June 30,		December 31,
	2023		2022

ASSETS
Current assets:
Cash and cash equivalents	$	43,869	$	20,245
Accounts receivable, net of allowance for doubtful accounts of $736 and $842, respectively		130,027		154,596
Inventory, net		3,228		4,766
Vendor prepayments and advances		—		890
Prepaid expenses and other current assets		7,651		4,141
Total current assets		184,775		184,638

Equipment and leasehold improvements, net		6,262		3,515
Goodwill		19,637		18,963
Other intangibles, net		19,423		19,693
Right-of-use assets, net		1,040		1,235
Accounts receivable-long-term, net		1,259		3,114
Other assets		868		350
Deferred income tax assets		434		348
Total assets	$	233,698	$	231,856
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	157,471	$	160,650
Lease liability, current portion		471		521
Term loan, current portion		530		520
Total current liabilities		158,472		161,691

Lease liability, net of current portion		1,087		1,296
Deferred income tax liabilities		4,290		4,137
Term loan, net of current portion		1,024		1,292
Non-current liabilities		1,843		2,866
Total liabilities		166,716		171,282

Commitments and contingencies

Stockholders’ equity:
Common stock, $.01 par value; 10,000,000 shares authorized; 5,284,500 shares issued: 4,568,914 and 4,478,432 shares outstanding, respectively		53		53
Additional paid-in capital		33,476		32,715
Treasury stock, at cost, 715,586 and 806,068 shares, respectively		(12,402)		(13,230)
Retained earnings		47,106		43,904
Accumulated other comprehensive loss		(1,251)		(2,868)
Total stockholders’ equity		66,982		60,574
Total liabilities and stockholders' equity	$	233,698	$	231,856

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

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(Unaudited)

(Amounts in thousands, except per share data)


	Six months ended				Three months ended
	June 30,				June 30,
	2023		2022		2023		2022

Net sales	$	166,771	$	139,182	$	81,732	$	67,863

Cost of sales		137,870		114,716		68,039		55,377

Gross profit		28,901		24,466		13,693		12,486

Selling, general, and administrative expenses		21,837		16,183		11,576		7,934

Amortization and depreciation expense		1,317		802		604		445

Income from operations		5,747		7,481		1,513		4,107

Other income:

Interest, net		441		(17)		330		(7)

Foreign currency transaction gain (loss)		40		(298)		(4)		(442)

Income before provision for income taxes		6,228		7,166		1,839		3,658

Provision for income taxes		1,523		1,663		458		867

Net income	$	4,705	$	5,503	$	1,381	$	2,791

Income per common share-Basic	$	1.05	$	1.24	$	0.31	$	0.63

Income per common share-Diluted	$	1.05	$	1.24	$	0.31	$	0.63

Weighted average common shares outstanding — Basic		4,381		4,315		4,396		4,321

Weighted average common shares outstanding — Diluted		4,381		4,315		4,396		4,321

Dividends paid per common share	$	0.34	$	0.34	$	0.17	$	0.17

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

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(Amounts in thousands)


	Six months ended				Three months ended
	June 30,				June 30,
	2023		2022		2023		2022

Net income	$	4,705	$	5,503	$	1,381	$	2,791

Other comprehensive income (loss):
Foreign currency translation adjustments		1,617		(2,335)		1,004		(1,709)
Other comprehensive income (loss)		1,617		(2,335)		1,004		(1,709)

Comprehensive income	$	6,322	$	3,168	$	2,385	$	1,082

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

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except share amounts)


											Accumulated
				Additional							Other
	Common Stock			Paid-In		Treasury			Retained		Comprehensive
	Shares	Amount		Capital		Shares	Amount		Earnings		(Loss) Income		Total
Balance at January 1, 2023	5,284,500	$	53	$	32,715	806,068	$	(13,230)	$	43,904	$	(2,868)	$	60,574
Net income	—		—		—	—		—		3,324		—		3,324
Translation adjustment	—		—		—	—		—		—		613		613
Dividends paid	—		—		—	—		—		(749)		—		(749)
Share-based compensation expense	—		—		546	—		—		—		—		546
Restricted stock grants (net of forfeitures)	—		—		(765)	(43,824)		765		—		—		—
Treasury shares repurchased	—		—		—	5,604		(214)		—		—		(214)
Balance at March 31, 2023	5,284,500	$	53	$	32,496	767,848	$	(12,679)	$	46,479	$	(2,255)	$	64,094
Net income	—		—		—	—		—		1,381		—		1,381
Translation adjustment	—		—		—	—		—		—		1,004		1,004
Dividends paid	—		—		—	—		—		(754)		—		(754)
Share-based compensation expense	—		—		2,238	—		—		—		—		2,238
Restricted stock grants (net of forfeitures)	—		—		(1,258)	(71,965)		1,258		—		—		—
Treasury shares repurchased	—		—		—	19,703		(981)		—		—		(981)
Balance at June 30, 2023	5,284,500		53		33,476	715,586		(12,402)		47,106		(1,251)		66,982

											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	—		—		—	—		—		2,712		—		2,712
Translation adjustment	—		—		—	—		—		—		(626)		(626)
Dividends paid	—		—		—	—		—		(746)		—		(746)
Share-based compensation expense	—		—		369	—		—		—		—		369
Restricted stock grants (net of forfeitures)	—		—		(502)	(29,499)		502		—		—		—
Treasury shares repurchased	—		—		—	7,118		(216)		—		—		(216)
Balance at March 31, 2022	5,284,500		53		31,954	837,447		(13,584)		36,362		(876)	$	53,909
Net income	—		—		—	—		—		2,791		—		2,791
Translation adjustment	—		—		—	—		—		—		(1,709)		(1,709)
Dividends paid	—		—		—	—		—		(746)		—		(746)
Share-based compensation expense	—		—		345	—		—		—		—		345
Restricted stock grants (net of forfeitures)	—		—		(308)	(17,194)		308		—		—		—
Treasury shares repurchased	—		—		—	5,151		(177)		—		—		(177)
Balance at June 30, 2022	5,284,500		53		31,991	825,404		(13,453)		38,407		(2,585)		54,413

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

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)


	Six months ended
	June 30,
	2023		2022
Cash flows from operating activities
Net income	$	4,705	$	5,503
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation and amortization expense		1,317		802
Provision for doubtful accounts		24		11
Deferred income tax benefit		(91)		14
Share-based compensation expense		2,735		714
Amortization of discount on accounts receivable		(29)		(10)
Amortization of right-of-use assets		203		220
Changes in operating assets and liabilities:
Accounts receivable		27,735		5,929
Inventory		1,541		316
Prepaid expenses and other current assets		(3,450)		1,851
Vendor prepayments		890		(263)
Accounts payable and accrued expenses		(6,482)		(13,585)
Lease liability, net		(266)		(276)
Other assets and liabilities		788		43
Net cash and cash equivalents provided by operating activities		29,620		1,269

Cash flows from investing activities
Purchase of equipment and leasehold improvements		(3,025)		(652)
Net cash and cash equivalents used in investing activities		(3,025)		(652)

Cash flows from financing activities
Purchase of treasury stock		(1,193)		(394)
Borrowings under revolving credit facility		10,000		—
Repayments of borrowings under revolving credit facility		(10,000)		—
Borrowings under revolving term loan		—		2,148
Repayments of borrowings under term loan		(258)		(83)
Dividends paid		(1,503)		(1,492)
Payments of deferred financing costs		(584)		—
Net cash and cash equivalents (used in) provided by financing activities		(3,538)		179

Effect of foreign exchange rate on cash and cash equivalents		567		(753)

Net increase in cash and cash equivalents		23,624		43
Cash and cash equivalents at beginning of period		20,245		29,272
Cash and cash equivalents at end of period	$	43,869	$	29,315

Supplementary disclosure of cash flow information:
Income taxes paid	$	1,947	$	1,520
Interest paid	$	22	$	29

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

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Climb Global Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

June 30, 2023

(Unaudited)

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

1. Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements of Climb Global Solutions, Inc. and its subsidiaries (collectively, the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, as permitted by the rules and regulation of the Securities and Exchange Commission, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements.

The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, stock-based compensation, evaluation of performance obligations and allocation of revenue to distinct items, contingencies and litigation. The Company bases its estimates on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the opinion of the Company’s management, all adjustments that are of a normal recurring nature, considered necessary for fair presentation of the results for the periods presented, have been included in the accompanying condensed consolidated financial statements. The Company’s actual results may differ from these estimates under different assumptions or conditions. The unaudited condensed consolidated statements of earnings for the interim periods are not necessarily indicative of results for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K filed with the Securities Exchange Commission for the year ended December 31, 2022.

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.

2. Recently Issued Accounting Standards:

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.

3. 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. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. Foreign currency transaction gains and losses are recorded as income or expenses as amounts are settled. The net sales from our foreign operations for the three months ended June 30, 2023 and 2022 were $16.5 million and $14.2 million, respectively. The net sales from our foreign operations for the six months ended June 30, 2023 and 2022 were $41.1 million and $29.9 million, respectively.

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4. Comprehensive Income:

Cumulative translation adjustments have been classified within accumulated other comprehensive loss, which is a separate component of stockholders’ equity in accordance with FASB ASC Topic 220, “Comprehensive Income.”

5. 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 in inventory 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 the cost of products sold. 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. See Note 16 – Segment 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 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,

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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.

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.

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.

6. Acquisition:

On August 18, 2022, the Company entered into a Share Purchase Agreement and purchased the entire share capital of Spinnakar Limited (“Spinnakar”) for an aggregate purchase price of approximately £9.8 million (equivalent to $11.8 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 upon the estimated fair value of Spinnakar’s 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 purchase price allocation is final, with no measurement period adjustment made to the account balances recorded at the acquisition date.

The purchase consideration included approximately $1.9 million fair value for potential earn-out consideration if certain targets are achieved, payable in cash, with $1.1 million included in accounts payable and accrued expenses and $0.8 million included in non-current liabilities as of June 30, 2023.

7. Goodwill and Other Intangible Assets:

The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2023:


Balance at January 1, 2023	$	18,963
Translation adjustments		674
Balance June 30, 2023	$	19,637

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Information related to the Company’s other intangibles, net is as follows:


	As of June 30, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer and vendor relationships	$	22,228	$	3,205	$	19,023
Trade name		486		86		400
Total	$	22,714	$	3,291	$	19,423

	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.

During the three months ended June 30, 2023 and 2022, the Company recognized total amortization expense for other intangibles, net of $0.5 million and $0.2 million, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized total amortization expense for other intangibles, net of $1.0 million and $0.4 million, respectively.

Estimated future amortization expense of the Company’s other intangibles, net as of June 30, 2023 is as follows:


2023 (excluding the six months ended June 30, 2023)	$	969
2024		1,938
2025		1,938
2026		1,938
2027		1,938
Thereafter		10,702
Total	$	19,423

8. 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 2 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 (“ROU”) 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 ROU 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.

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Information related to the Company’s ROU assets and related lease liabilities were as follows:


	Six months ended
	June 30,
		2023		2022
Cash paid for operating lease liabilities	$	312	$	314
Right-of-use assets obtained in exchange for new operating lease obligations	$	—	$	63
Weighted-average remaining lease term		3.6 years		4.6 years
Weighted-average discount rate		3.5%		3.4%

Maturities of lease liabilities as of June 30, 2023 were as follows:


2023 (excluding the six months ended June 30, 2023)	$	315
2024		543
2025		550
2026		548
2027		116
		2,072
Less: imputed interest		(514)
Total lease liabilities	$	1,558

Lease liabilities, current portion		471
Lease liabilities, net of current portion		1,087
Total lease liabilities	$	1,558

9. Fair Value:

The carrying amounts of financial instruments, including cash and cash equivalents, short-term accounts receivable and accounts payable approximated fair value at June 30, 2023 and December 31, 2022 because of the relative short maturity of these instruments. The Company’s accounts receivable long-term are discounted to their present value at prevailing market rates at the time of sale.

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10. Balance Sheet Detail:

Equipment and leasehold improvements consist of the following:



	June 30,		December 31,
	2023		2022
Equipment	$	2,181	$	2,720
Capitalized software		5,064		2,997
Leasehold improvements		2,375		1,848
		9,620		7,565
Less accumulated depreciation and amortization		(3,358)		(4,050)
	$	6,262	$	3,515

During the three months ended June 30, 2023, and 2022, the Company recorded depreciation and amortization expense of $0.1 million and $0.2 million, respectively. During the six months ended June 30, 2023 and 2022, the Company recorded depreciation and amortization expense of $0.3 million, respectively.

In limited circumstances, the Company offers extended payment terms to customers for periods of 12 to 24 months. The related customer receivables are classified as accounts receivable long-term and discounted to their present value at prevailing market rates at the time of sale. In subsequent periods, the accounts receivable is increased to the amounts due and payable by the customers through the accretion of interest income on the unpaid accounts receivable due in future years. The amounts under these long-term accounts receivable due within one year are reclassified to the current portion of accounts receivable. Accounts receivable long term, net consists of the following:



	June 30,		December 31,
	2023		2022
Total amount due from customer	$	2,145	$	5,213
Less: unamortized discount		(32)		(188)
Less: current portion included in accounts receivable		(854)		(1,911)
	$	1,259	$	3,114

The undiscounted cash flows to be received by the Company relating to these accounts receivable long-term is expected to be $0.9 million, $0.5 million, $0.4 million and $0.4 million during each of the 12-month periods ending June 30, 2024, 2025, 2026 and 2027, respectively.

Accounts payable and accrued expenses consist of the following: