Quarterly report [Sections 13 or 15(d)]

Note 6 - Acquisition

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Note 6 - Acquisition
 3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Business Combination [Text Block]

6.            Acquisition:

 

On  July 31, 2024, Climb Global Solutions DSS, LLC, a wholly-owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and purchased the entire share capital of Douglas Stewart Software & Services, LLC (“DSS”), a Florida limited liability company, for an aggregate purchase price of approximately $20.3 million (subject to certain adjustments) plus a potential post-closing earnout payment. DSS distributes software to value added resellers (“VARs”) and campus stores across North America in both the K-12 and higher education markets, furthering the Company's reach into these markets. The Purchase Agreement contains customary representations, warranties, covenants and indemnities. The acquisition was funded utilizing cash from the Company’s balance sheet.

 

The purchase consideration included approximately $1.7 million fair value for potential earn-out consideration if certain targets are achieved by September 30, 2025, payable in cash. As of March 31, 2025, the Company reassessed the earn-out liability and increased the fair value of the earn out liability to approximately $2.0 million, with $0.1 million adjustment recognized within change in fair value of acquisition contingent consideration during the three months ended March 31, 2025. 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 18 – Fair Value Measurements), reflecting its assessment of the assumptions market participants would use to value these liabilities. The undiscounted payment of the earn-out can range from zero up to approximately $4.2 million and achievement is based on the post-acquisition results of DSS.