Good morning, everyone, and welcome -- and thank you for participating in today's conference call to discuss Climb Global Solutions financial results for the second quarter ended June 30, 2024. Joining us today are Climb's CEO, Mr. Dale Foster; the company's CFO, Mr. Drew Clark; and the company's Investor Relations Advisor, Mr. Sean Mansouri, with Elevate IR. By now, everyone should have access to the second quarter 2024 earnings press release, which was issued yesterday afternoon at approximately 4:05 p.m. Eastern Time. The release is available in the Investor Relations section of Climb Global Solutions' website at www.climbglobalsolutions.com. This call will also be available for webcast replay on the company's website. Following management's remarks, we will open the call for your questions. I would now like to turn the call over to Mr. Mansouri for introductory comments.

Thank you. Before I introduce Dale, I'd like to remind listeners that certain comments made on this conference call and webcast are considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain known and unknown risks and uncertainties as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. These forward-looking statements are also subject to other risks and uncertainties that are described from time to time in the company's filings with the SEC. Do not place undue reliance on any forward-looking statements, which are being made only as of the date of this call. Except as required by law, the company undertakes no obligation to revise or publicly release the results of any revision to any forward-looking statements. Our presentation also includes certain non-GAAP financial measures, including adjusted gross billings, adjusted EBITDA, adjusted net income and EPS and effective margin as supplemental measures of our performance of our business. All non-GAAP measures have been reconciled to the most directly comparable GAAP measures in accordance with SEC rules. You'll find reconciliation charts and other important information in the earnings press release and Form 8-K we furnished to the SEC yesterday. I'll now turn the call over to Climb's CEO, Dale Foster.

Thank you, Sean, and good morning, everyone. Our teams produced another great quarter in Q2 as we increased adjusted gross billings, net income and adjusted EBITDA year-over-year. These results underscore our team's continued execution of our core strategy. We continue to grow organically by deepening relationships with existing partners, signing new emerging technology vendors to our line card and delivering on our acquisition goals. As we have often emphasized our commitment to a focused vendor line card enables us to partner with the most innovative technology companies in the market. During the second quarter, we evaluated 31 new brands and signed agreements with only three of them. Let me briefly highlight a couple of these wins. First, we launched partnership with Automox, a leading cloud native IoT automation endpoint management solution to our North American partners. With the addition of Automox, Climb can provide customers the capabilities to save time, eliminate risk and automate the patching configuration and control of all Windows, macOS and Linux endpoint systems with one modern IT platform. Next, we finalized our agreement with Flashpoint, a globally trusted leader in risk intelligence that includes organizations, and helps organizations protect their most critical assets infrastructure and stakeholders from security risks, as cyber attacks, ransomware, fraud and physical threats. We are excited to collaborate with each of these vendors and bring their products to market, building on a mutually beneficial relationship along the way. Last month, we announced an expansion of our GSA IT-70 contract with the addition of Wasabi Technologies, a market leader in hot cloud storage. Wasabi delivers low-cost, high-performance secure cloud objective storage for customers who require in-depth defense approach to data protection. Climb will also offer Wasabi Surveillance Cloud on our GSA contract, which enables organizations to cost effectively scale and protect video surveillance…

Thank you, Dale. Good morning, everyone. While our second quarter provided some excitement for our company and team members, and it was anything but boring. A quick reminder as we review the financial results for our second quarter, all comparisons and variance commentary refer to the prior year quarter unless otherwise specified. As reported in our earnings press release, adjusted gross billings or AGB increased 31% to $359.8 million, compared to $274.7 million in the year ago quarter. Net sales in the second quarter of 2024 increased 13% to $92.1 million, compared to $81.7 million, which reflects organic growth from new and existing vendors as well as a contribution from our acquisition of Data Solutions in October of last year. At the recommendation of our team at Elevate IR who correctly suggested, we will call out Data Solutions versus abbreviating to DS in order to avoid any confusion with our recent acquisition of DSS. So excluding Data Solutions, AGB increased by $53.5 million or 19.5% for the quarter on an organic basis. Data Solutions generated $31.6 million in AGB for the quarter, which was $3 million or 10.6% greater than the prior year's quarter, both strong indicators of our dual approach to efficiently deploy shareholder capital in our existing business, as well as new acquisitions. As Dale and I frequently state, we focus on AGB as the true metric of our top line growth as the calculation of net sales is influenced by product mix and the respective adjustment to convert AGB to net sales for financial reporting purposes under GAAP. In the second quarter, we had an increase in the sale of security maintenance and cloud products, which are recorded net of related cost of sales, and therefore, leads to a larger adjustment from AGB to net sales. Data…

[Operator Instructions] And we will take our first question from Vincent Colicchio with Barrington Research. Please go ahead.

Yeah, Dale. Good morning.

Good morning.

Yeah. Starting off, it sounds like security and data centers continues to be the core drivers of growth. First of all, am I correct there? And is that what you expect -- would expect for the second half of the year?

You are correct, Vince. I just actually yesterday came in from a Black Hat event in Vegas which is growing very quickly as a conference. RSA is the premier one, but this one is correct, we have 23 of our security vendors presenting there. And then the data center there's some lag there just because some of the hardware, but not on our side because we're it's very focused. They get the hardware from different places, but it's really on the software side that we're delivering on.

And was growth broad-based? Did your top 20 vendors grow in line with the overall business?

Yes. We saw it across all of our regions as far as growth. We have self-defined territories in the US and the teams that can sell any products in our line card and our top 100 that we talk about. And we had growth in Q2 in every territory all of our DMRs, the direct marketers like the CDW SHI except for one. I think that was more flat but other than that growth all the way for us.

And then on the DSS acquisition, how long do you think it should take before you generate cross-selling synergies here?

Yes, it will be pretty quick. I mean we didn't really sell it out. But I mean they leave with Adobe, because Adobe is so strong in that day through 12 in the higher ed space. And we have -- so when we talk -- we look at these targets way in advance and get to know them pretty well and Chuck and his team. And when you look at where they're selling to, we did our own internal because one thing is about distributors we have great data for years and years of both resellers and end users. So we went back and looked at our EDUs. And we were selling to something like 15,000 locations, unique locations in that space even though we don't call it out as a vertical like DSS does we sell that many products already. So I think the cross-selling is very good. The other side of it is that they need more vendors just like a lot of the smaller distributors that we acquire they're looking for vendors that fit into their ecosystem. And we did our math with them and saying, hey, we have quite a few that fit in that a lot of this are going to be in the cloud and cloud storage and backup space.

And then on the Data Solutions side, did you achieve your cross-selling synergies in the quarter?

Yes, two things there. One is the cross-selling synergies. The other side of it is getting our teams aligned between the two groups. And we have different heads of both our original acquisition with CDF and Spinnaker and now Data Solutions, those three we have different team members running different aspects of the business. So as far as integration of the teams, that is all done. And then what we're finding is in the Irish market, it's easy to sign vendors and then the tough thing is to get them to expand to the UK market. So we're seeing some of that. Same thing with our vendors moving over from the US, I can name two or three of them that actually have moved over and then we have some success with. So, it will just continue to be an organic flow. And most of the time, it's from the US to the UK. But like I mentioned in Q1, we've had a couple that have come back this way that we actually signed in the US after they were signed in the UK or Ireland.

Okay. Thanks for that and a nice quarter. I’ll go back in the queue.

Thanks, Vince.

Our next question will come from Bill Dezellem with Tieton Capital. Please go ahead.

Thank you. Did you mention, Dale that you've been in discussions for 18 months with Douglas Stewart?

Yes. And any of the prospects -- and Bill we talked about the targets that are out there and some of the excitement that we have as far as our growth organically is how many vendors are out there that we continue to look at. And you can see this quarter, looked at over 30 vendors. I was talking -- I was with Charles yesterday, our CMO and when he's looked at 210, I think in the last eight months. There was that many coming out, and the same thing on the targets of acquisitions. Most of them are overseas. We're looking at Western Europe first. But this is one that Drew introduced us to and we started chatting and I knew of Douglas Stewart in my past life but the closer we got to them and I am like this is such a great fit for us. They do a vertical into the education space. When we don't really call out verticals, we consider our vertical is emerging tech and getting into the market. When they actually have emerging tech and they go into the education space. And you can say well, Adobe is not emerging but a lot of the products and cross several products that we think we can sell around Adobe and build like a coverage industry that's really what the excitement of them. But yes, we've been talking for quite a while.

Thank you for that. And would you please detail the earn-out tied with this acquisition?

Yes, I'll let Drew jump in on that.

Yes, the earn-out structure around two elements. The primary element is a gross profit margin target, Bill. So we looked at a forecast and budget. We increased that by a percentage of growth that we expected DSS to generate and they have several target levels that can get to 85%, 100%, 115% of an earn-out if they achieve those gross profit margin targets. And then there's also a component of increasing EBIT -- the cash above EBITDA during the 12-month period that also is a component of the earn-out.

Thanks, Drew. And what's the total dollar amount that that earn-out could be? What's the maximum?

So if you look at that -- the max target would be about $4.2 million I believe.

Okay. Thank you. Congratulations on the transaction. Relative to the ERP implementation was that in the US only? Or was that across all geographies.

I'll let Drew talk to that but we're launching -- our team is in the UK right now is our second launch and then we have the other one coming up. Go ahead, Drew. Vito and his team done a great job on this one.

Yes. Thanks, Dale. And again good callout for Vito and the team. So Dale mentioned, Vito and Phil from his team, Vito Legrottaglie, who's our CIO over a basis. They just went live in the UK on Monday. It went very well. Previously we went live in North America in -- on July 15. We will go live in Ireland, August 5 and then..

September.

Excuse me, September 5. And then DSS probably the first week of November we don't interrupt their strong selling months of September and October obviously August and July are very strong months for DSS. So by November we'll be completely on an integrated global platform.

Great. Thank you and congratulations on the solid quarter.

Thanks, Bill.

Our next question will come from Howard Root, a Private Investor.

Good morning, Dale. How are you doing? Congratulations to you and the entire client just an outstanding quarter and this looks like probably you maybe your best acquisition yet and we'll see the results but congrats on that.

Thanks.

Two questions for me. First kind of a little things on the DSS acquisition. Is it the same -- and maybe I missed this is it about the same gross margins? Is anything different than the gross margins or the adjusted gross billings in this business and your existing business kind of on a global on an overall basis?

It's very similar. They have some different rebate structures, but because they have a limited number of vendors so the rebates will show a little bit more than ours even though we have vendors that have similar rebates and how we get paid. They have funded heads like we have funded heads with our vendor manager team. So if you look at them they're kind of a micro climb and they're focused like I said in the K-12 sled and non-profit space. So we pick up some great team members as we look and say, wow this is people that already do the same thing that we do have a lot of the same mindset with their vendors as they go to market. So you'll see us amalgamate our teams over the next six months. They have some territory. They don't have a lot of field representation and similar to what was before Climb Lifo here. And our teams will add that to them right off the bat so they'll all get paid on that stuff as they take their products to market.

Okay. And as I look at the number you gave is about a little over $5 million in adjusted EBITDA for the trailing 12 months, which looks to me like maybe a little bit around 20% of climbs. Is this about a 20% added to your bottom-line? Is it immediately accretive in that way? Or how do you look at it going forward in terms of percentage...

It's immediately accretive to what we're doing. And they run a varying team 36 employees similar to our data solutions in Ireland -- extremely lean. They had a leading vendor of Citrix and this is a leading with Adobe. But right off the bat you'll see the results in Q3.

And I mean just on a ballpark number is it around it -- I'm not saying 20% increase to your bottom line but is it about a 20% increase to your adjusted EBITDA with this addition? Or am I missing something there?

No you're right -- go ahead.

Okay. All right. Great. Then my other question kind of as I always ask is looking at the future with the business. I mean a 31% increase in adjusted gross billings, but admittedly second quarter last year wasn't a great quarter so it was a pretty easy comp for you but still growing mid double-digit growth and really what I look at is in terms of revenue and increasing leverage to the bottom line and now congrats -- maybe early congrats, but congrats so far on your ERP implementation, because that's a big obstacle with I don't see anything else. I'm not hearing anything else big in terms of added expenses coming in down the pipeline, which means more drops to the bottom line. And with a strong market for your products, do you see anything reducing the kind of linear increase that you've had in your top line and a little bit better than that increase to your bottom line as we look forward? I just want to give you an opportunity to talk a little bit about the future without giving any specific guidance.

Yes. And let me talk, I think, maybe jump to some of the macro stuff, because we track both customers we sell to they are very large and they're public companies and also some of our competitors that are extremely large. And we -- I think some people try to put us in those buckets, and we don't seem to track where they're tracking because they have such a hardware component of their overall sales. So when you have, of course, COVID was the logistics issue with hardware. And then you see some slowdown with people buying endpoint from its laptops or servers, but they still continue to buy security, and that is our leader on that side. So we don't -- we have not followed that trend of some of the companies that reported last week. And we have looked at this quarter, after quarter, after quarter. So if you look at the ebb and flow that we have at Climb, it's really vendors performance, right? A large vendor would underperform like Q1 with Sophos. We were down with Sophos and they had some challenges with some of their ERP. So there's always some kind of reasons for it, but it's not typically a market thing. And here's what I tell my teams, and I'll tell our investor community, and that is we have a broad enough portfolio that -- and we have a lot of sales cycles. So if we're not selling in one discipline, we'll start looking at the other. Our teams are highly compensated on gross profit. So if we're not bringing in dollars, they don't get paid. So they're aggressive that way. And that model has worked for us, Howard. The model of us looking at new vendors and putting the vendors that are not performing at a high level under our Elevate team, so we don't spend as many sales cycles or energy, and we'll just keep fine-tuning our model. But the other thing is, we're still extremely small to the market that we sell into. So we can just change rapidly. And we keep our ear of the ground as far as, hey, do we need to make some changes here. We talk about it continually. And we have both sides of it, right, the vendor side and then the, like I said before, the acquisition side.

Great. Thanks for the explanation. I mean congrats, and the results have been impressive. Congrats on a great quarter and keep up the great work. Thanks.

Thanks, Howard.

And this will conclude our question-and-answer session. I would now like to turn the call back to Mr. Dale Foster for closing remarks.

Thank you, operator. Thank you to all shareholders. In closing, I want to thank the entire client team. It's been -- we talked about ERP a couple of years ago, and we finally have implemented it. And like Drew said, we'll implement it through all our organization and will be complete by the end of this year. But the amount of hours that not only our IT team has put in, but also what we call our SMEs, or subject matter experts in each division have put in those extra time to make sure that it was a successful launch. I know a lot of people when they hear ERP, they think, wow, this is going to be a mess. Our team has made that a very minimal amount of mess, and we are off and running. So we'll close out July is the first time on our new system. So with that, I appreciate everybody who joined. Thank you.

And this will conclude today's teleconference. Ladies and gentlemen, you may now disconnect.