UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10#K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
(cid:2)(cid:2)(cid:2)(cid:2)
For the transition period from to
Commission file number: 000#26408
WAYSIDE TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
13#3136104
(IRS Employer Identification Number)
4 Industrial Way West, Suite 300 Eatontown, NJ
(Address of principal executive offices)
07724
(Zip Code)
Registrant’s telephone number, including area code: (732) 389#0932
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.01 per share
Name of Each Exchange on Which Registered
The NASDAQ Global Market
Indicate by check mark if the registrant is a well1known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:2) No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes (cid:2) No
Securities registered pursuant to section 12(g) of the Act: None
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 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 (cid:2)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted
and posted pursuant to Rule 405 of Regulation S1T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes No (cid:2)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S1K (§229.405 of this chapter) is not contained herein, and will not be contained,
to the best of Registrant’s knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 101K or any amendment to this
Form 101K. (cid:2)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non1accelerated 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 12b12 of the Exchange
Act.
Large accelerated filer
Accelerated filer
Non1accelerated filer (cid:2)
(Do not check if a
smaller reporting company)
Smaller reporting company (cid:2)
Emerging growth company (cid:2)
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. (cid:3)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b12 of the Act). Yes (cid:2) No
The aggregate market value of the Common Stock held by non1affiliates of the Registrant computed by reference to the closing sale price for the Registrant’s Common Stock
as of June 30, 2017, which was the last business day of the Registrant’s most recently completed second fiscal quarter, as reported on The NASDAQ Global Market, was
approximately $76,651,368 (In determining the market value of the Common Stock held by any non1affiliates, shares of Common Stock of the Registrant beneficially owned
by directors, officers and holders of more than 10% of the outstanding shares of Common Stock of the Registrant have been excluded. This determination of affiliate status is
not necessarily a conclusive determination for other purposes).
The number of shares outstanding of the Registrant’s Common Stock as of February 27, 2018 was 4,504,203 shares.
Documents Incorporated by Reference: Portions of the Registrant’s definitive Proxy Statement for its 2018 Annual Meeting of Stockholders to be filed on or before May 1,
2018 are incorporated by reference into Part III of this Report.
SPECIAL NOTE REGARDING FORWARD#LOOKING STATEMENTS
This report includes “forward1looking statements” within the meaning of Section 21E of the Exchange Act.
Statements in this report regarding future events or conditions, including but not limited to statements regarding industry
prospects and the Company’s expected financial position, business and financing plans, are forward1looking statements.
Although the Company believes that the expectations reflected in such forward1looking statements are
reasonable, it can give no assurance that such expectations will prove to have been correct. We strongly urge current and
prospective investors to carefully consider the cautionary statements and risks contained in this report, particularly the
risks described under “Item 1A. Risk Factors” herein. Such risks 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, contribution of key vendor relationships and support programs, as well as factors that affect the software
industry generally.
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 forward1looking statements.
Accordingly, forward1looking statements should not be relied upon as a prediction of actual results and readers
are cautioned not to place undue reliance on these forward1looking statements, which speak only as of their dates. The
Company undertakes no obligation to publicly update or revise any forward1looking 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.
Item 1 Business
General
PART I
Wayside Technology Group, Inc. and Subsidiaries (the “Company,” “us,” “we,” or “our”) is an information
technology (“IT”) channel company. The Company operates through two reportable operating segments. The “Lifeboat
Distribution” segment distributes technical software and hardware to corporate resellers, value added resellers (VARs),
consultants and systems integrators worldwide. The “TechXtend” segment is a value1added reseller of software,
hardware and services for corporations, government organizations and academic institutions in the USA and Canada. We
offer an extensive line of products from leading publishers of software 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 was incorporated in Delaware in 1982. Our Common Stock is listed on The NASDAQ Global
Market under the symbol “WSTG”. Our main web site address is www.waysidetechnology.com, and the other web sites
maintained by our business include www.lifeboatdistribution.com, and www.techxtend.com. Reference to these
“uniform resource locators” or “URLs” is made as an inactive textual reference for informational purposes only.
Information on our web sites should not be considered filed with the Securities and Exchange Commission, and is not,
and should not be deemed to be, a part of this report.
In our Lifeboat segment, we distribute technology products from software developers, publishers or equipment
manufacturers to resellers, and system integrators worldwide. We purchase software, maintenance/service agreements,
networking/storage/security equipment and complementary products from our vendors and sell them to our reseller
customers. Generally, a vendor authorizes a limited of number of companies to act as distributors of their product and
sell to resellers of their product. Our reseller customers include value1added resellers, or VARs, corporate resellers,
government resellers, system integrators, direct marketers, and national IT superstores. We combine our core strengths in
customer service, marketing, distribution, credit and billing to allow our customers to achieve greater efficiencies in time
to market in the IT channel in a cost effective manner.
Our Lifeboat Distribution business is characterized by low gross profit as a percentage of revenue, or gross
margin, and price competition. In our Lifeboat segment, we are highly dependent on the end1market demand for the
products we sell, and on our partners’ strategic initiatives and business models. This end1market demand is influenced by
many factors including the introduction of new products, replacement and renewal cycles for existing products,
competitive products, overall economic growth and general business activity. A difficult and challenging economic
environment may also lead to consolidation or decline in the industry and increased price1based competition.
We also provide comprehensive IT solutions directly to end users through our TechXtend segment. Products in
this segment are acquired directly from equipment manufacturers, software developers or distributors and sold to end
users. We provide customer service, billing, sales and marketing support in this segment and also provide extended
payment terms to facilitate sales.
Products
An essential part of our ongoing operations and growth plans is the continued recruitment of software
publishers for which we become authorized distributors of their products. The Company offers a wide variety of
technology products from a broad range of publishers and manufacturers, such as Bluebeam Software, Dell/Dell
Software, erwin, Flexera Software, Hewlett Packard, Infragistics, Intel Software, Lenovo, Micro Focus Microsoft,
Mindjet, Samsung, SmartBear Software, SolarWinds, Sophos, StorageCraft Technology, TechSmith, Unitrends, Veeam
Software and VMware. On a continuous basis, we screen new products for inclusion in our direct sales portfolio, and
web sites based on their features, quality, price, profit margins and warranties, as well as on current sales trends. The
1
Company predominantly sells software, software subscriptions, and maintenance. Sales of hardware and peripherals
represented 7%, 10%, and 10% of our overall net sales in 2017, 2016 and 2015, respectively.
Marketing and Distribution
We market products through creative marketing communications, including our web sites, local and on1line
seminars, webinars, and social media. We also use direct e1mail and printed material to introduce new products and
upgrades, to cross1sell products to current customers, and to educate and inform existing and potential customers. We
believe that our blend of electronic and traditional marketing and selling programs are important marketing vehicles for
software publishers and manufacturers. These programs provide a cost1effective and service1oriented means to market
and sell and fulfill software products and meet the needs of users.
The Company had two customers that each accounted for more than 10% of total sales for 2017. For the year
ended December 31, 2017, Software House International Corporation (“SHI”), and CDW Corporation (“CDW”)
accounted for 23.0%, and 19.4%, respectively, of consolidated net sales and, as of December 31, 2017, 15.1% and
28.6%, respectively, of total net accounts receivable. For the year ended December 31, 2016, Software House
International Corporation (“SHI”), and CDW Corporation (“CDW”) accounted for 19.6%, and 17.9%, respectively, of
consolidated net sales, and, as of December 31, 2016, 13.3%, and 23.2%, respectively, of total net accounts receivable.
For the year ended December 31, 2015, SHI, and CDW Corporation accounted for 19.0%, and 17.9%, respectively, of
consolidated net sales. Our top five customers accounted for 52%, 48%, and 52% of consolidated net sales in 2017, 2016
and 2015, respectively. The Company generally ships products within 48 hours of confirming a customer’s order. This
results in minimum backlog in the business.
Sales to customers in Canada represented 7%, 7%, and 6% of our consolidated revenue in 2017, 2016, and
2015, respectively. Sales in Europe and the rest of the world represented 6%, 6%, and 6% of our consolidated revenue in
2017, 2016, and 2015, respectively. For geographic financial information, please refer to Note 9 in the Notes to our
Consolidated Financial Statements.
Customer Support
We believe that providing a high level of customer service is necessary to compete effectively, and is essential
to continued sales and revenue growth. Our account representatives assist our customers with all aspects of purchasing
decisions, order processing, and inquiries on order status, product pricing and availability. The account representatives
are trained to answer all basic questions about the features and functionality of products.
Purchasing and Fulfillment
The Company’s success is dependent, in part, upon the ability of its suppliers to develop and market products
that meet the changing requirements of the marketplace. The Company believes it enjoys good relationships with its
vendors. The Company and its principal vendors have cooperated frequently in product introductions and in other
marketing programs. As is customary in the industry, the Company has no long1term supply contracts with any of its
suppliers. Substantially all of the Company’s contracts with its vendors are terminable upon 30 days’ notice or less.
Moreover, the manner in which software products are distributed and sold is changing, and new methods of distribution
and sale may emerge or expand. Software publishers have sold, and may intensify their efforts to sell, their products
directly to end1users. The Company’s business and results of operations may be adversely affected if the terms and
conditions of the Company’s authorizations with its vendors were to be significantly modified or if certain products
become unavailable to the Company.
We believe that effective purchasing from a diverse vendor base is a key element of our business strategy. For
the year ended December 31, 2017, Sophos and Solarwinds accounted for 26.4% and 14.7%, respectively of our
consolidated purchases. For the year ended December 31, 2016, Sophos and Solarwinds accounted for 23.1% and
10.8%, respectively, of our consolidated purchases. For the year ended December 31, 2015, Sophos was the only
individual vendor from whom our purchases exceeded 10% of our total purchases and accounted for 24.2% of our total
2
purchases. The loss of a key vendor or group of vendors could disrupt our product availability and otherwise have an
adverse effect on the Company.
In 2017, 2016 and 2015 the Company purchased approximately 96% of its products directly from
manufacturers and publishers and the balance from multiple distributors. Most suppliers or distributors will “drop ship”
products directly to the customers, which reduces physical handling by the Company. Inventory management techniques,
such as “drop shipping” allow the Company to offer a greater range of products without increased inventory
requirements or associated risk.
Inventory levels may vary from period to period, due in part to increases or decreases in sales levels, the
Company’s practice of making large1volume purchases when it deems the terms of such purchases to be attractive, and
the addition of new suppliers and products. Moreover, the Company’s order fulfillment and inventory control systems
allow the Company to order certain products just in time for next day shipping. The Company promotes the use of
electronic data interchange (“EDI”) with its suppliers and customers, which helps reduce overhead and the use of paper
in the ordering process. Although brand names and individual products are important to our business, we believe that
competitive sources of supply are available for substantially all of the product categories we carry.
The Company operates a distribution facility in Eatontown, New Jersey.
Competition
The software market is highly competitive and characterized by aggressive pricing practices by both software
distributors and resellers. This has resulted in declining gross margins as a percentage of sales, which the Company
expects to continue. The Company faces competition from a wide variety of sources competing principally on the basis
of price, product availability, customer service and technical support. In the Lifeboat Distribution segment, we compete
against much larger broad1line distributors, as well as specialty distributors and, in some cases, the direct sales teams of
the vendors we represent, who also sell directly to the end1customers. In the TechXtend segment, we compete against
vendors who sell directly to customers, as well as software resellers, superstores, e1commerce vendors, and other direct
marketers of software and hardware products. In both segments, some of our competitors are significantly larger and
have substantially greater resources than the Company.
There can be no assurance that the Company can compete effectively against existing competitors or new
competitors that may enter the market or that it can generate profit margins which represent a fair return to the Company.
An increase in the amount of competition faced by the Company, or its failure to compete effectively against its
competitors, could have a material adverse effect on the Company’s business, financial condition and results of
operations.
The Company competes with other distributors and resellers to become an authorized distributor or reseller of
products from software developers and publishers. It also competes with distributors and resellers to attract prospective
buyers, and to source new products from software developers and publishers, and to market its current product line to
customers. The Company believes that its ability to offer software developers and IT professionals easy access to a wide
selection of the desired IT products at reasonable prices with prompt delivery and high customer service levels, along
with its good relationships with vendors and suppliers, allows it to compete effectively. The Company competes to gain
distribution rights for new products primarily on the basis of its reputation for successfully bringing new products to
market and the strength of and quality of its relationships with software publishers.
The market for the software products we sell is characterized by rapid changes in technology, user
requirements, and customer specifications. The manner in which software products are distributed and sold is changing,
and new methods of distribution and sale may emerge or expand. Software developers and publishers have sold, and
may intensify their efforts to sell, their products directly to end1users. The continuing evolution of the Internet as a
platform in which to conduct e1commerce business transactions has both lowered the barriers for competition and
broadened customer access to products and information, increasing competition and reducing prices. From time to time,
certain software developers and publishers have instituted programs for the direct sale of large order quantities of
software to certain major corporate accounts. These types of programs may continue to be developed and used by
3
various developers and publishers. While some software developers and publishers currently sell new releases or
upgrades directly to end users, they have not attempted to completely bypass the distribution and reseller channels. There
can be no assurances, however, that software developers and publishers will continue using distributors and resellers to
the same extent they currently do. Future efforts by software developers and publishers to bypass third1party sales
channels could materially and adversely affect the Company’s business operations and financial conditions.
In addition, resellers and publishers may attempt to increase the volume of software products distributed
electronically through ESD (Electronic Software Distribution) technology, through subscription services, and through
on1line shopping services. Any of these competitive programs, if successful, could have a material adverse effect on the
Company’s business, results of operations and financial condition. For a description of additional risks relating to
competition in our industry, please refer to “Item 1.A. Risk Factors”: “We rely on our suppliers for product availability,
marketing funds, purchasing incentives and competitive products to sell”, and “The IT products and services industry is
intensely competitive and actions of competitors, including manufacturers of products we sell, can negatively affect our
business.”
Management Information Systems
The Company operates management information systems on Windows 2008 and Windows 2012 platforms that
allow for centralized management of key functions, including inventory, accounts receivable, purchasing, sales and
distribution. We are dependent on the accuracy and proper utilization of our information technology systems, including
our telephone, websites, e1mail and fax systems.
The management information systems allow the Company to monitor sales trends, provide real1time product
availability and order status information, track direct marketing campaign performance and to make marketing event
driven purchasing decisions. In addition to the main system, the Company has systems of networked personal computers,
as well as microcomputer1based desktop publishing systems, which facilitate data sharing and provide an automated
office environment.
The Company recognizes the need to continually upgrade its management information systems to most
effectively manage its operations and customer database. In that regard, the Company anticipates that it will, from time
to time, require software and hardware upgrades for its present management information systems.
Trademarks
The Company conducts its business under various trademarks and service marks including Lifeboat
Distribution, TechXtend and International Software Partners. The Company protects these trademarks and service marks
and believes that they have significant value to us and are important factors in our marketing programs.
Employees
As of December 31, 2017, Wayside Technology Group, Inc. and its subsidiaries had 138 full1time employees
and 2 part1time employees. The Company is not a party to any collective bargaining agreements with its employees, has
experienced no work stoppages and considers its relationships with its employees to be satisfactory.
4
Executive Officers of the Company
Set forth below are the name, age, present title, principal occupation and certain biographical information for
our executive officers as of February 1, 2018 all of whom have been appointed by and serve at the discretion of the
Board of Directors of the Company (the “Board of Directors”).
Name
Simon F. Nynens
Dale Foster
Michael Vesey
Kevin Scull
Vito Legrottaglie
Brian Gilbertson
Charles Bass
Age
46
54
55
52
53
57
53
Position
Chairman, President and Chief Executive Officer
Executive Vice President
Vice President and Chief Financial Officer
Vice President and Chief Accounting Officer
VP of Operations and Chief Information Officer
VP and General Manager of Lifeboat Distribution
VP New Business Development
Simon F. Nynens was appointed President and Chief Executive Officer in January 2006. Mr. Nynens also
serves on the Board of Directors and was named Chairman in June 2006. He previously held the position of Executive
Vice President and Chief Financial Officer (June 2004 1 January 2006) and Vice President and Chief Financial Officer
(January 2002 1 June 2004). Prior to January 2002, Mr. Nynens served as the Vice President and Chief Operating Officer
of the Company’s European operations.
Dale Foster was appointed Executive Vice President in January 2018. Mr. Foster Previously served as
Executive Director and General Manager of Promark Technology Inc. from November 2012 until he joined the
Company. Prior to that he served as President and CEO of Promark prior to its acquisition by Ingram Micro.
Michael Vesey was appointed Vice President and Chief Financial Officer in October 2016. He served as Vice
President of SEC Reporting for OTG Management, Inc., from January to September 2016. Prior to that, Mr. Vesey
served as Senior Vice President and Chief Financial Officer from 2011 to 2015, and Vice President Corporate Controller
from 2006 to 2011, for Majesco Entertainment Company, a NASDAQ listed publisher and distributor of interactive
entertainment software. Mr. Vesey is a certified public accountant and holds a Master of Finance degree from Penn State
University. He began his career with the accounting firm KPMG.
Kevin Scull was appointed to the position of Vice President and Chief Accounting Officer in February 2015,
after having served as the Vice President and Interim Chief Financial Officer since February 2014. He previously held
the position of Vice President and Chief Accounting Officer from January 2006 to August 2012, after having served as
Corporate Controller of the company since January 2003. Prior to joining Wayside Technology Group, Inc., Mr. Scull
worked for Niksun Inc. as Accounting Manager from January 2001to January 2003 and, prior to that, he worked for
Telcordia Inc. from December 2000 to January 2001, as Manager of Accounting Policies.
Vito Legrottaglie was appointed to the position of Vice President and Chief Information Officer in
February 2015, after having served as Vice President of Operations and Information Systems since April 2007.
Mr. Legrottaglie rejoined the company in February 2003 having previously served as director of Information Systems
and then vice president of Information Systems from 199612000. Mr. Legrottaglie has also held the positions of chief
technology officer at Swell Commerce Incorporated, vice president of Operations for The Wine Enthusiast Companies,
and director of Information Systems at Barnes and Noble.
Brian Gilbertson was appointed Vice President and General Manager of Lifeboat Distribution (“Lifeboat”), a
subsidiary of Wayside Technology Group, Inc., in May 2016. Mr. Gilbertson joined Lifeboat in 2015 as Vice President,
Business Development. Since 2003, Mr. Gilbertson has held leadership positions in distribution and high1tech vendor
companies. Prior to joining Lifeboat, Mr. Gilbertson served as the Senior Director for Arrow Enterprise Computing
Solutions from November 2006 to February 2015. While at Arrow, Mr. Gilbertson had responsibility for the P&L,
5
development and execution of strategic direction, and day to day operations. Prior to Arrow, he served as the Director of
Sales for Alternative Technology July 2003 to November 2006.
Charles Bass was appointed Vice President New Business Development, in January 2018. Mr. Bass previously
served as Vice President Worldwide Channel Sales at Blue Medora since October 2016 until he joined the Company.
From August 2015 to October 2016 he served as Vice President Worldwide sales for Tegile Inc., and from
November 2010 to August 2015 he served as Vice President, Alliances, Marketing and Western Sales for Promark
Technology Inc.
Available Information
Under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is required to file
annual, quarterly and current reports, proxy and information statements and other information with the SEC. You may
read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 118001SEC10330 for further information about the public reference room. The SEC
maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The Company files electronically with the SEC. The
Company makes available, free of charge, through its internet web site, its reports on Forms 101K, 101Q and 81K, and
amendments to those reports, as soon as reasonably practicable after they are filed with the SEC. The following address
for the Company’s web site includes a hyperlink to those reports under “Financials/SEC Filings”:
http://www.waysidetechnology.com.
In December 2017, we adopted a Code of Ethical Conduct. The full text of the Code of Ethical Conduct, which
applies to all employees, officers and directors of the Company, including our Chief Executive Officer and Chief
Financial Officer, is available at our web site, http://www.waysidetechnology.com, under “Governance.” The Company
intends to disclose any amendment to, or waiver from, a provision of the Code of Ethical Conduct that applies to its
Chief Executive Officer or Chief Financial Officer on its web site under “Investor Information.”
Reference to the “uniform resource locators” or “URLs” contained in this section is made as an inactive textual
reference for informational purposes only. Information on our web sites should not be considered filed with the
Securities and Exchange Commission, and is not, and should not be deemed to be part of this report.
Item 1A. Risk Factors
Investors should carefully consider the risk factors set forth below as well as the other information contained in
this report. Any of the following risks could materially and adversely affect our business, financial condition or results of
operations. Additional risks and uncertainties not currently known to us or those currently viewed by us to be immaterial
may also materially and adversely affect our business, financial condition or results of operations.
Changes in the information technology industry and/or economic environment may reduce demand for the
products and services we sell. Our results of operations are influenced by a variety of factors, including the condition of
the IT industry, general economic conditions, shifts in demand for, or availability of, computer products and software
and IT services and industry introductions of new products, upgrades or methods of distribution. The information
technology products industry is characterized by abrupt changes in technology, rapid changes in customer preferences,
short product life cycles and evolving industry standards. Net sales can be dependent on demand for specific product
categories, and any change in demand for or supply of such products could have a material adverse effect on our net
sales, and/or cause us to record write1downs of obsolete inventory, if we fail to react in a timely manner to such changes.
We rely on our suppliers for product availability, marketing funds, purchasing incentives and competitive
products to sell. We acquire products for resale both directly from manufacturers and indirectly from distributors. The
loss of a supplier could cause a disruption in the availability of products. Additionally, there is no assurance that as
manufacturers continue to or increasingly sell directly to end users and through the distribution channel, that they will
not limit or curtail the availability of their products to distributors/resellers like us. For example, resellers and publishers
may attempt to increase the volume of software products distributed electronically through ESD (Electronic Software
6
Distribution) technology, through subscription services, and through on1line shopping services, and correspondingly,
decrease the volume of products sold through us. Our inability to obtain a sufficient quantity of products, or an
allocation of products from a manufacturer in a way that favors one of our competitors, or competing distribution
channels, relative to us, could cause us to be unable to fill clients’ orders in a timely manner, or at all, which could have
a material adverse effect on our business, results of operations and financial condition. We also rely on our suppliers to
provide funds for us to market their products, including through our on1line marketing efforts, and to provide purchasing
incentives to us. If any of the suppliers that have historically provided these benefits to us decides to reduce such
benefits, our expenses would increase, adversely affecting our results of operations.
General economic weakness may reduce our revenues and profits. Generally, economic downturns, may
cause some of our current and potential customers to delay or reduce technology purchases, resulting in longer sales
cycles, slower adoption of new technologies and increased price competition. We may, therefore, experience a greater
decline in demand for the products we sell, resulting in increased competition and pressure to reduce the cost of
operations. Any benefits from cost reductions may take longer to realize and may not fully mitigate the impact of the
reduced demand. In addition, weak financial and credit markets heighten the risk of customer bankruptcies and create a
corresponding delay in collecting receivables from those customers and may also affect our vendors’ ability to supply
products, which could disrupt our operations. The realization of any or all of these risks could have a material adverse
effect on our business, results of operations and financial condition.
We depend on having creditworthy customers to avoid an adverse impact to our operating results and
financial condition. We may require sufficient amounts of debt and/or equity capital to fund our transactions as we
provide larger extended payment terms to certain of our customers. If the credit quality of our customer base materially
decreases, or if we experience a material increase in our credit losses, we may find it difficult to continue to obtain the
required capital for our business, and our operating results and financial condition may be harmed. In addition to the
impact on our ability to attract capital, a material increase in our delinquency and default experience would itself have a
material adverse effect on our business, operating results and financial condition. Furthermore, if any of our customers to
whom we provide larger extended payment terms go elsewhere for financing, such loss of revenue could have a material
adverse effect on our business, operating results and financial condition.
The IT products and services industry is intensely competitive and actions of competitors, including
manufacturers of products we sell, can negatively affect our business. Competition has been based primarily on price,
product availability, speed of delivery, credit availability and quality and breadth of product lines and, increasingly, also
is based on the ability to tailor specific solutions to client needs. We compete with manufacturers, including
manufacturers of products we sell, as well as a large number and wide variety of marketers and resellers of IT products
and services. In addition, manufacturers are increasing the volume of software products they distribute electronically
directly to end1users and in the future, will likely pay lower referral fees for sales of certain software licensing
agreements sold by us. Generally, pricing is very aggressive in the industry, and we expect pricing pressures to
continue. There can be no assurance that we will be able to negotiate prices as favorable as those negotiated by our
competitors or that we will be able to offset the effects of price reductions with an increase in the number of clients,
higher net sales, cost reductions, or greater sales of services, which service sales typically at higher gross margins, or
otherwise. Price reductions by our competitors that we either cannot or choose not to match could result in an erosion of
our market share and/or reduced sales or, to the extent we match such reductions, could result in reduced operating
margins, any of which could have a material adverse effect on our business, results of operations and financial condition.
We operate on narrow margins. We operate in a very competitive business environment. Like other companies
in the technology distribution industry, the Company’s business is continually under pricing pressure and characterized
by narrow gross and operating margins. These narrow margins magnify the impact on the Company’s operating results
attributed to variations in sales and operating costs and place a premium on our ability to leverage our infrastructure.
Future gross and operating margins may be adversely affected by changes in product mix, vendor pricing actions and
competitive and economic pressures. In addition, failure to attract new sources of business from expansion of products or
services or entry into new markets may adversely affect future gross and operating margins.
If we lose several of our larger customers our earnings may be affected. Meeting our customers’ needs
quickly and fairly is critical to our business success. Our contracts for the provision of products are generally non1
7
exclusive agreements that are terminable by either party upon 30 days’ notice. In addition, our agreements with these
larger customers do not provide for minimum purchase commitments. The loss of several of our large customers, the
failure of such customers to pay their accounts receivable on a timely basis, or a material reduction in the amount of
purchases made by such customers could have a material adverse effect on our business, financial position, results of
operations and cash flows. Additionally, anything that negatively impacts our customer relations also can negatively
impact our operating results.
Disruptions in our information technology and voice and data networks could affect our ability to service
our clients and cause us to incur additional expenses. We believe that our success to date has been, and future results
of operations likely will be, dependent in large part upon our ability to provide prompt and efficient service to clients.
Our ability to provide such services is dependent largely on the accuracy, quality and utilization of the information
generated by our IT systems, which affect our ability to manage our sales, client service, distribution, inventories and
accounting systems and the reliability of our voice and data networks.
Failure to adequately maintain the security of our electronic and other confidential information could
materially adversely affect our financial condition and results of operations. We are dependent upon automated
information technology processes. Privacy, security, and compliance concerns have continued to increase as technology
has evolved to facilitate commerce and as cross1border commerce increases. As part of our normal business activities,
we collect and store certain confidential information, including personal information of employees and information
about partners and clients which may be entitled to protection under a number of regulatory regimes. In the course of
normal and customary business practice, we may share some of this information with vendors who assist us with certain
aspects of our business. Moreover, the success of our operations depends upon the secure transmission of confidential
and personal data over public networks, including the use of cashless payments. Any failure on the part of us or our
vendors to maintain the security of data we are required to protect, including via the penetration of our network security
and the misappropriation of confidential and personal information, could result in business disruption, damage to our
reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with
potentially large costs, and also result in deterioration in our employees’, partners’ and clients’ confidence in us and
other competitive disadvantages, and thus could have a material adverse impact on our business, financial condition and
results of operations. During 2017 and 2016 we did not have any cybersecurity breaches.
We depend on certain key personnel. Our future success will be largely dependent on the efforts of key
management personnel for strategic and operational guidance as well as relationships with our key vendors and
customers. We also believe that our future success will be largely dependent on our continued ability to attract and retain
highly qualified management, sales, service, finance and technical personnel. We cannot assure you that we will be able
to attract and retain such personnel. Further, we make a significant investment in the training of our sales account
executives. Our inability to retain such personnel or to train them either rapidly enough to meet our expanding needs or
in an effective manner for quickly changing market conditions could cause a decrease in the overall quality and
efficiency of our sales staff, which could have a material adverse effect on our business, results of operations and
financial condition.
Risks related to our common stock. The exercise of options or any other issuance of shares by us may dilute
your ownership of our Common Stock. Our Common Stock is thinly traded, which may be exacerbated by our
repurchases of our Common Stock. As a result of the thin trading market for our stock, its market price may fluctuate
significantly more than the stock market as a whole or of the stock prices of similar companies. Without a larger float,
our common stock will be less liquid than the stock of companies with broader public ownership, and, as a result, the
trading prices for our Common Stock may be more volatile. Among other things, trading of a relatively small volume of
our Common Stock may have a greater impact on the trading price of our stock than would be the case if our public float
were larger.
Our common stock is listed on The NASDAQ Global Market, and we therefore are subject to continued listing
requirements, including requirements with respect to the market value and number of publicly1held shares, number of
stockholders, minimum bid price, number of market makers and either (i) stockholders’ equity or (ii) total market value
of stock, total assets and total revenues. If we fail to satisfy one or more of the requirements, we may be delisted from
The NASDAQ Global Market. If we do not qualify for listing on The NASDAQ Capital Market, and if we are not able
8
to list our common stock on another exchange, our common stock could be quoted on the OTC Bulletin Board or on the
“pink sheets”. As a result, we could face significant adverse consequences including, among others, a limited availability
of market quotations for our securities and a decreased ability to issue additional securities or obtain additional financing
in the future.
If the Company fails to maintain an effective system of internal controls or discovers material weaknesses in
its internal controls over financial reporting, it may not be able to report its financial results accurately or timely or
detect fraud, which could have a material adverse effect on its business. An effective internal control environment is
necessary for the Company to produce reliable financial reports and is an important part of its effort to prevent financial
fraud. The Company is required to annually evaluate the effectiveness of the design and operation of its internal controls
over financial reporting. Based on these evaluations, the Company may conclude that enhancements, modifications, or
changes to internal controls are necessary or desirable. During 2017, the Company determined it had a material
weakness in its internal controls as is reported in Item 9a., Controls and Procedures. While management evaluates the
effectiveness of the Company's internal controls on a regular basis, these controls may not always be effective. There are
inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure in
human judgment. In addition, control procedures are designed to reduce rather than eliminate financial statement risk. If
the Company fails to maintain an effective system of internal controls, or if management or the Company's independent
registered public accounting firm discovers material weaknesses in the Company's internal controls, it may be unable to
produce reliable financial reports or prevent fraud, which could have a material adverse effect on the Company's
business. In addition, the Company may be subject to sanctions or investigation by regulatory authorities, such as the
SEC or the NASDAQ. Any such actions could result in an adverse reaction in the financial markets due to a loss of
confidence in the reliability of the Company's financial statements, which could cause the market price of its common
stock to decline or limit the Company's access to capital.
We have identified a material weakness in our internal control over financial reporting which could, if not
remediated, result in material misstatements in our financial statements. As described under Item 9a., Controls and
Procedures, we have identified a material weakness in the Company’s internal control. Under standards established by the
Public Company Accounting Oversight Board, a material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a timely basis.
We have initiated remediation measures, but these new and enhanced controls have not operated for a sufficient
amount of time to conclude that the material weakness has been remediated. To implement these remediation measures,
we may need to commit additional resources, hire additional staff, and provide additional management oversight. These
activities may divert management’s attention from other business concerns, which could have a material adverse effect
on our business, financial condition, results of operations, and cash flows. Further, if our remediation measures are
insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our
internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may
contain material misstatements, and we could be required to restate our financial results. In addition, if we are unable to
successfully remediate this material weakness and if we are unable to produce accurate and timely financial statements,
our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock exchange
listing requirements.
The Company may be subject to intellectual property rights claims, which are costly to defend, could require
payment of damages or licensing fees and could limit the company's ability to use certain technologies in the future.
Certain of the Company's products and services include intellectual property owned primarily by the company's
third1 party suppliers. Substantial litigation and threats of litigation regarding intellectual property rights exist in the
software and some service industries. From time to time, third parties (including certain companies in the business of
acquiring patents not for the purpose of developing technology but with the intention of aggressively seeking licensing
revenue from purported infringers) may assert patent, copyright and/or other intellectual property rights to technologies
that are important to the company's business. In some cases, depending on the nature of the claim, the company may be
able to seek indemnification from its suppliers for itself and its customers against such claims, but there is no assurance
9
that it will be successful in obtaining such indemnification or that the company is fully protected against such claims. Any
infringement claim brought against the company, regardless of the duration, outcome, or size of damage award, could:
•
result in substantial cost to the company;
• divert management's attention and resources;
• be time consuming to defend;
•
•
result in substantial damage awards; or
cause product shipment delays.
Additionally, if an infringement claim is successful the company may be required to pay damages or seek royalty or
license arrangements, which may not be available on commercially reasonable terms. The payment of any such damages
or royalties may significantly increase the company's operating expenses and harm the company's operating results and
financial condition. Also, royalty or license arrangements may not be available at all. The company may have to stop
selling certain products or using technologies, which could affect the company's ability to compete effectively.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
The Company leases approximately 20,000 square feet of space in Eatontown, New Jersey for its corporate
headquarters under a lease expiring in March 2027. Total annual rent expense for these premises is approximately
$420,000. The Company also leases 7,800 square feet of warehouse space in Eatontown, New Jersey under a lease
expiring in October 2020. Total annual rent expense is approximately $44,000. The Company also leases 2,800 square
feet of office space in Mesa, Arizona under a lease expiring in August 2018. Total annual rent expense is approximately
$55,000. Additionally, the Company leases approximately 3,700 square feet of office and warehouse space in
Mississauga, Canada, under a lease which expires in November 30, 2019. Total annual rent expense for these premises is
approximately $30,000. The Company also leases office space in Amsterdam, Netherlands under a lease which expires
June 30, 2018, at an annual rent of approximately $34,000. We believe that each of the properties is in good operating
condition and such properties are adequate for the operation of the Company’s business as currently conducted.
Item 3. Legal Proceedings
There are no material legal proceedings to which the Company or any of its subsidiaries is a party or of which
any of their property is the subject.
Item 4. Mine Safety Disclosures
Not applicable.
10
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Shares of our Common Stock, par value $0.01, trade on The NASDAQ Global Market under the symbol
“WSTG”. Following is the range of low and high closing sales prices for our Common Stock as reported on The
NASDAQ Global Market.
2017:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2016:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$ 18.85 $ 16.60
$ 20.95 $ 18.25
$ 19.35 $ 13.35
$ 17.10 $ 13.40
$ 19.38 $ 15.98
$ 18.94 $ 16.50
$ 18.50 $ 16.76
$ 18.87 $ 16.70
Securities Authorized For Issuance Under Equity Compensation Plans
The following table sets forth information, as of December 31, 2017, regarding securities authorized for
issuance upon the exercise of stock options and vesting of restricted stock under all of the Company’s equity
compensation plans.
(a)
Number of Securities to
be Issued Upon Exercise
of Outstanding Options Exercise Price
(b)
Weighted
Average
(c)
Number of Securities Remaining Available
for Future Issuance Under Equity
Plan Category
Equity Compensation Plans Approved by
Stockholders (1)
Total
and Vesting of Stock
Awards
of Outstanding Compensation Plans (Excluding Securities
Options
Reflected in Column (a))
161,818 $
161,818 $
15.98
15.98
245,846
245,846
(1) Includes the 2006 Plan and the 2012 Plan. For plan details, please refer to Note 6 in the Notes to our Consolidated
Financial Statements.
In each of 2017 and 2016, we declared quarterly dividends totaling $0.68 per share, respectively, on our
Common Stock. There can be no assurance that we will continue to pay comparable cash dividends in the future.
During 2017, the Company granted a total of 87,076 shares of Restricted Stock to officers, and employees.
These shares of Restricted Stock vest over time up to twenty equal quarterly installments. In 2017, 22,694 shares of
Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company.
During 2016, the Company granted a total of 171,252 shares of Restricted Stock to officers, employees and
directors. These shares of Restricted Stock vest over time up to twenty equal quarterly installments. In 2016, 7,167
shares of Restricted Stock were forfeited as a result of directors and employees terminating employment with the
Company.
The share issuances in all of the above transactions were not registered under the Securities Act of 1933, as
amended (the “Securities Act”). The issuances were exempt from registration pursuant to Section 4(2) of the Securities
11
Act and/or Regulation D thereunder, as they were transactions by the issuer that did not involve public offerings of
securities and/or involved issuances to accredited investors.
As of February 12, 2018, there were approximately 112 record holders of our Common Stock. This figure does
not include an estimate of the number of beneficial holders whose shares are held of record by brokerage firms and
clearing agencies.
During the fourth quarter of 2017, we repurchased shares of our Common Stock as follows:
Period
Total
Number
of Shares
Purchased
Total Number
of Shares
Purchased as
Maximum
Number of
Shares That
May Yet Be
Purchased
Average Part of Publicly Average Under the
Plans or
Price Paid
Programs
Per Share
(4)(5)
(2)
Price Paid
Per Share
(3)
Announced
Plans or
Programs
October 1, 20171 October 31, 2017
November 1, 20171 November 30, 2017
December 1, 20171 December 31, 2017
Total
500 $ 13.70
7,577 (1) $ 14.05
—
8,077 $ 14.03
— $
500 $ 13.70
—
—
500 $ 13.70
— $
— $
547,488
547,488
547,488
547,488
(1) Includes 7,577 shares surrendered to the Company by employees to satisfy individual tax withholding obligations
upon vesting of previously issued shares of Restricted Stock. These shares are not included in the Common Stock
repurchase program referred to in footnote (4) below.
(2) Average price paid per share reflects the closing price of the Company’s Common Stock on the business date the
shares were surrendered by the employee stockholder to satisfy individual tax withholding obligations upon vesting
of Restricted Stock or the price of the Common Stock paid on the open market purchase, as applicable.
(3) Average price paid per share reflects the price of the Company’s Common Stock purchased on the open market.
(4) On December 3, 2014, the Board of Directors of the Company approved an increase of 500,000 shares of Common
Stock to the number of shares of Common Stock available for repurchase under its repurchase plans. The Company
expects to purchase shares of its Common Stock from time to time in the market or otherwise subject to market
conditions. The Common Stock repurchase program does not have an expiration date.
(5) On July 27, 2016, the Board of Directors of the Company approved, and on September 1, 2016, the Company
entered a written purchase plan intended to comply with the requirements of Rule 10b511 under the Securities
Exchange Act of 1934, as amended (the “Plan”). The Plan involved purchases of shares of the Company’s Common
Stock commencing September 1, 2016, and was in effect until February 28, 2017. Pursuant to the Plan, the
Company’s broker could affect purchases of up to an aggregate of 325,000 shares of Common Stock.
(6) On February 2, 2017, the Board of Directors of the Company approved, and on March 1, 2017, the Company
entered a written purchase plan intended to comply with the requirements of Rule 10b511 under the Securities
Exchange Act of 1934, as amended (the “Plan”). The Plan involved purchases of shares of the Company’s Common
Stock commencing March 1, 2017, and was in effect until September 30, 2017. Pursuant to the Plan, the Company’s
broker could affect purchases of up to an aggregate of 600,000 shares of Common Stock.
12
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder
return on the Company’s Common Stock with the cumulative total return of the S&P Midcap 400 Index and the S&P
500 Computer and Electronics Retail Index for the period commencing December 31, 2012 and ending December 31,
2017, assuming $100 was invested on December 31, 2012 and the reinvestment of dividends.
Company / Index
Wayside Technology Group, Inc.
S&P MidCap 400 Index
S&P 500 Computer & Electronics Retail Index
INDEXED RETURNS
Year ended
Base
Period
Dec#12 Dec#13 Dec#14 Dec#15 Dec#16 Dec#17
100 128.45 170.47 188.66 200.02 185.85
100 133.50 146.54 143.35 173.08 201.20
100 275.33 250.14 206.62 307.61 505.99
13
Item 6. Selected Financial Data
The following tables set forth, for the periods indicated, selected consolidated financial and other data for
Wayside Technology Group, Inc. and its Subsidiaries. You should read the selected consolidated financial and other data
below in conjunction with our consolidated financial statements and the related notes in Part II, Item 8, and with “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this
Form 101K.
Year Ended December 31,
(Amounts in thousands, except per share amounts)
2017
2016
2015
2014
2013
Consolidated Statement of Operations Data:
Net sales1 (1)
Cost of sales
Gross profit
Selling, general and
administrative expenses
Income from operations
Other income, net
Income before provision for income taxes
Provision for income taxes
Net income
Net income per common share 1 (2)
Basic
Diluted
Weighted average common
shares outstanding:
Basic
Diluted
$ 449,379 $ 418,131 $ 382,090 $ 340,758 $ 300,390
276,035
355,517
24,355
26,573
390,800
27,331
422,303
27,076
315,948
24,810
19,263
7,813
740
8,553
3,491
5,062 $
18,715
8,616
317
8,933
3,032
5,901 $
18,063
8,510
348
8,858
3,028
5,830 $
16,513
8,297
461
8,758
2,998
5,760 $
15,505
8,850
562
9,412
3,019
6,393
1.13 $
1.13 $
1.25 $
1.25 $
1.22 $
1.22 $
1.20 $
1.20 $
1.37
1.37
$
$
$
4,299
4,299
4,503
4,503
4,634
4,634
4,661
4,661
4,454
4,454
(1) See Note 2 to the consolidated financial statements in Part II, Item 8 of this Form 10K, for information related
to the anticipated impact on revenue from the adoption of ASC 606 – Revenue From Contracts With
Customers, effective January 1, 2018.
(2) Reflects restated net income per common share as discussed further in Note 1 to the consolidated financial
statements in Part II, Item 8 of this Form 10K.
.
.
December 31,
(Amounts in thousands, except per share amounts)
2017
2016
2015
2014
2013
Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Total stockholders’ equity
$
5,530 $ 13,524 $ 23,823 $ 23,124 $ 19,609
24,016
30,568
94,760
94,082
34,721
38,659
24,477
113,698
37,611
31,161
94,981
39,567
29,078
102,725
38,712
14
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis of the Company’s financial condition and results of
operations should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes thereto.
This discussion and analysis contains, in addition to historical information, forward#looking statements that involve
risks and uncertainties. Our actual results may differ materially from those anticipated in these forward#looking
statements as a result of certain risks and uncertainties, including those set forth under the heading “Risk Factors” and
elsewhere in this report.
Overview
Our Company is an IT channel company, primarily selling software and other third1party IT products and
services through two reportable operating segments. Through our “Lifeboat Distribution” segment we sell products and
services to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide, who in turn
sell these products to end users. Through our “TechXtend Segment” we act as a value1added reseller, selling computer
software and hardware developed by others and provide technical services directly to end user customers in the USA and
Canada. We offer an extensive line of products from leading publishers of software 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. We market these products through creative marketing
communications, including our web sites, local and on1line seminars, webinars, social media, direct e1mail, and printed
materials.
The Company has subsidiaries in the United States, Canada and the Netherlands, through which its sales are
made.
Factors Influencing Our Financial Results
We derive the majority of our net sales though the sale of third1party software licenses, maintenance and service
agreements. In our Lifeboat distribution segment, sales are impacted by the number of product lines we distribute, and
sales penetration of those products into the reseller channel, product lifecycle competitive, and demand characteristics of
the products which we are authorized to distribute. In our TechXtend segment sales are generally driven by sales force
effectiveness and success in providing superior customer service, competitive pricing, and flexible payment solutions to
our customers. Our sales are also impacted by external factors such as levels of IT spending and customer demand for
products we distribute.
We sell in a competitive environment where gross product margins have historically declined due to
competition and changes in product mix towards products where no delivery of a physical product is required. To date,
we have been able to implement cost efficiencies such as the use of drop shipments, electronic ordering (“EDI”) and
other capabilities to be able to operate our business profitably as gross margins have declined.
Selling general and administrative expenses are comprised mainly of employee salaries, commissions and other
employee related expenses, facility costs, costs to maintain our IT infrastructure, public company compliance costs and
professional fees. We monitor our level of accounts payable, inventory turnover and accounts receivable turnover which
are measures of how efficiently we utilize capital in our business.
The Company’s sales, gross profit and results of operations have fluctuated and are expected to continue to
fluctuate on a quarterly basis as a result of a number of factors, including but not limited to: the condition of the software
industry in general, shifts in demand for software products, pricing, level of extended payment terms sales transactions,
industry shipments of new software products or upgrades, fluctuations in merchandise returns, adverse weather
conditions that affect response, distribution or shipping, shifts in the timing of holidays and changes in the Company’s
product offerings. The Company’s operating expenditures are based on sales forecasts. If sales do not meet expectations
in any given quarter, operating results may be materially adversely affected.
15
Dividend Policy and Share Repurchase Program. Historically we have sought to return value to investors
through the payment of quarterly dividends and share repurchases. Total dividends paid and shares repurchased were
$3.1 and $3.0 million for the year ended December 31, 2017, respectively, and $3.2 million and $5.4 million for the year
ended December 31, 2016, respectively. The payment of future dividends is at the discretion of our Board of Directors
and dependent on results of operations, projected capital requirements and other factors the Board of Directors may find
relevant.
Stock Volatility. The technology sector of the United States stock markets is subject to substantial volatility.
Numerous conditions which impact the technology sector or the stock market in general or the Company in particular,
whether or not such events relate to or reflect upon the Company’s operating performance, could adversely affect the
market price of the Company’s Common Stock. Furthermore, fluctuations in the Company’s operating results,
announcements regarding litigation, the loss of a significant vendor or customer, increased competition, reduced vendor
incentives and trade credit, higher operating expenses, and other developments, could have a significant impact on the
market price of our Common Stock.
Financial Overview
Net sales increased 7%, or $31.2 million, to $449.4 million for the year ended December 31, 2017, compared to
$418.1 million for the same period in 2016. Gross profit decreased 1%, or $0.3 million, to $27.1 million for the year
ended December 31, 2017, compared to $27.3 million in the prior year. Selling, general and administrative (“SG&A”)
expenses increased 3%, or $0.5 million, to $19.3 million for the year ended December 31, 2017, compared to $18.7
million in the prior year. Net income decreased 14%, or $0.8 million, to $5.1 million for the year ended December 31,
2017, compared to $5.9 million in the prior year. Weighted Average diluted shares outstanding decreased by 4.5% from
the prior year, primarily due to the Company’s share buyback program. Income per share diluted decreased 10.3% to
$1.13 for the year ended December 31, 2017, compared to $1.25 for the same period in 2016.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of the Company’s financial condition and results of operations are based
upon the Company’s consolidated financial statements that have been prepared in accordance with US GAAP. The
preparation of these financial statements requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Revenues
from the sales of hardware products, software products, licenses, maintenance and subscription agreements are
recognized on a gross basis upon delivery or fulfillment, with the selling price to the customer recorded as sales and the
acquisition cost of the product recorded as cost of sales.
On an on1going basis, the Company evaluates its estimates, including those related to product returns, bad
debts, inventories, investments, intangible assets, income taxes, stock1based compensation, contingencies and litigation.
The Company bases its estimates on 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. Actual results may differ from these
estimates.
The Company believes the following critical accounting policies used in the preparation of its consolidated
financial statements affect its more significant judgments and estimates.
Allowance for Accounts Receivable
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. Management determines the estimate of the allowance for uncollectible accounts
receivable by considering a number of factors, including: historical experience, aging of the accounts receivable, and
specific information obtained by the Company on the financial condition and the current creditworthiness of its
16
customers. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required. At the time of sale, we record an estimate for sales
returns based on historical experience. If actual sales returns are greater than estimated by management, additional
expense may be incurred.
Accounts Receivable – Long Term
The Company’s accounts receivable long1term are discounted to their present value at prevailing market rates at
the time of sale. In doing so, the Company considers competitive market rates and other relevant factors.
Inventory Allowances
The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the
difference between the cost of inventory and the estimated market value based upon assumptions about future demand
and market conditions. If actual market conditions are less favorable than those projected by management, additional
inventory write1offs may be required.
Income Taxes
The Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in
assessing the need for the valuation allowance related to deferred tax assets. In the event the Company were to determine
that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax
assets would be charged to income in the period such determination was made.
Share#Based Payments
Under the fair value recognition provision, stock1based compensation cost is measured at the grant date based
on the fair value of the award and is recognized as expense on a straight1line basis over the requisite service period. We
make certain assumptions in order to value and expense our various share1based payment awards. In connection with our
restricted stock programs we record the forfeitures when they occur. We review our valuation assumptions periodically
and, as a result, we may change our valuation assumptions used to value stock based awards granted in future periods.
Such changes may lead to a significant change in the expense we recognize in connection with share1based payments.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance for revenue recognition for
contracts, superseding the previous revenue recognition requirements, along with most existing industry1specific
guidance. In March, April, May and December 2016, the FASB issued additional updates to the new accounting standard
which provide supplemental adoption guidance and clarifications. The guidance requires an entity to review contracts in
five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the
transaction price, and 5) recognize revenue in order to depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or
services. The new standard will also result in enhanced disclosures regarding the nature, amount, timing and uncertainty
of revenue arising from contracts with customers.
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full
retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the
date of initial application (the cumulative catch1up transition method). The new standard will be effective for the
Company beginning January 1, 2018, and early adoption as of January 1, 2017 is permitted.
The Company elected to adopt the standard effective January 1, 2018 using the full retrospective method, which
will require the Company to recast our historical financial information for the years 2017 and 2016 to be consistent with
the standard. The most significant impact of adopting the standard relates to the determination of whether the Company
is acting as a principal or an agent in the sale of third party security software and software that is highly interdependent
17
with support, as well as maintenance, support and other services. Historically, under the transfer of risk and rewards
model of revenue recognition, the Company has accounted for primarily all of its sales on a gross basis. The new
guidance requires the Company to identify performance obligations and assess transfer of control. While assessing its
performance obligations for sales of security software and software subscriptions that are highly interdependent with
support, the Company determined that the vendor has ongoing performance obligations with the end customer that are
not separately identifiable from the software itself. The Company also determined that the vendor has ongoing
performance obligation for sales of certain third1party maintenance, support and service contracts. In these instances,
under the new guidance, the Company has determined that it does not have control and is acting as an agent in the sale.
When acting as an agent in a transaction, the Company accounts for sales on a net basis, with the vendor cost associated
with the sale recognized as a reduction of revenue. The change from gross sale to net reporting has no impact on gross
profit, net income or cash flows.
The adoption of the standard is expected to result in a reduction of reported revenue of $288.8 million, $253.5
million and $218.4 million for 2017, 2016 and 2015, respectively, had the standard been adopted at the earliest period
presented. The adoption is not expected to have any impact on income from operations or the Company’s balance sheet.
For additional information on the expected impact to reported results please see note 2 of the consolidated financial
statements in Part II of this Annual Report on Form 101K.
In July 2015, the FASB issued Accounting Standards Update No. 2015111, "Simplifying the Measurement of
Inventory (Topic 330)", ("ASU 2015111"). Topic 330, Inventory, currently requires an entity to measure inventory at the
lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value
less a normal profit margin. The amendments in ASU 2015111 require an entity to measure inventory at the lower of cost
or net realizable value. ASU 2015111 is effective for reporting periods beginning after December 15, 2016. We adopted
ASU 2015111 during the quarter ended March 31, 2017 and it did not have a material impact on our consolidated
financial statements.
In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016109, Improvements to Employee
Share1Based Payment Accounting ("ASU 2016109"). ASU 2016109 simplifies several aspects of the accounting for
share1based payment transactions, including the income tax consequences, classification of awards as either equity or
liabilities and classification on the statement of cash flows. This ASU is effective for fiscal years, and interim periods
within those years, beginning after December 15, 2016. Effective January 1, 2017, the Company adopted the provisions
of ASU 2016109 related to the recognition of excess tax benefits in the income statement and classification in the
statement of cash flows on a prospective basis and the prior periods were not retrospectively adjusted. The Company has
elected to account for forfeitures of share1based awards when they occur in determining compensation cost to be
recognized each period. The adoption of ASU 2016109 did not have a material impact on our consolidated financial
statements.
In February 2016, the FASB issued ASU 2016102, Leases ("ASU 2016102"). ASU 2016102 supersedes the lease
guidance under FASB Accounting Standards Codification ("ASC") Topic 840, Leases, resulting in the creation of FASB
ASC Topic 842, Leases. ASU 2016102 requires a lessee to recognize for all leases with terms longer than 12 months in
the statement of financial position a liability to make lease payments and a right1of1use asset representing its right to use
the underlying asset for the lease term for both finance and operating leases. This ASU is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is
currently assessing the potential impact of adopting ASU 2016102 on its consolidated financial statements.
In June 2016, the FASB issued Accounting Standards Update No. 2016113, Financial Instruments 1 Credit
Losses (Topic 326) ("ASU No. 2016113"). ASU No. 2016113 replaces the incurred loss impairment methodology for
measuring credit losses on financial instruments requiring consideration for a broader range of information in
determining timing of when such losses are recorded. ASU No. 2016113 is effective for the Company in the first quarter
of 2020, with early adoption permitted, and is to be applied using a modified retrospective approach. The company is
currently evaluating the potential effects of adopting the provisions of ASU No. 2016113 on it consolidated financial
statements.
18
In August 2016, the FASB issued ASU 2016115, Statement of Cash Flows (“ASU 2016115”) ASU 2016115
which reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The new
standard will become effective for the Company beginning with the first quarter of 2018, with early adoption permitted.
The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.
In October 2016, the FASB issued ASU 2016116, “Income Taxes (Topic 740): Intra#Entity Transfers of Assets
Other Than Inventory.” This amendment is intended to improve accounting for the income tax consequences of intra1
entity transfers of assets other than inventory. In accordance with this guidance, an entity should recognize the income
tax consequences of an intra1entity transfer of an asset other than inventory when the transfer occurs. The ASU is
effective for the Company beginning in fiscal 2019. Early adoption is permitted in fiscal 2018 with modified
retrospective application. The Company is continuing to evaluate the impact of the adoption of this guidance on its
consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017109, “Scope of Modification Accounting”, to reduce diversity in
practice and provide clarity regarding existing guidance in ASC 718, “Stock Compensation”. The amendments in this
updated guidance clarify that an entity should apply modification accounting in response to a change in the terms and
conditions of an entity’s share1based payment awards unless three newly specified criteria are met. This guidance is
effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early
adoption is permitted. The Company has evaluated the potential impacts of this updated guidance, and it does not expect
the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures.
In August 2017, the FASB issued ASU No. 2017112, Derivatives and Hedging (Topic 815) – Targeted
Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to
better portray the economic results of an entity’s risk management activities in its financial statements. The amendments
in this update also make certain targeted improvements to simplify the application of the hedge accounting guidance in
current GAAP. ASU No. 2017112 is effective for fiscal years beginning after December 15, 2018, including interim
periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the update. The
company is currently assessing the impact this ASU will have on its consolidated financial statements.
Results of Operations
The following table sets forth for the years indicated the percentage of net sales represented by selected items
reflected in the Company’s Consolidated Statements of Earnings. The year1to1year comparison of financial results is not
necessarily indicative of future results:
Year ended December 31,
2017 2016 2015
100 % 100 % 100 %
94.0
6.0
4.3
1.7
0.2
1.9
0.8
1.1 %
93.5
6.5
4.5
2.0
0.1
2.1
0.7
1.4 %
93.1
6.9
4.7
2.2
0.1
2.3
0.8
1.5 %
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Income from operations
Other income
Income before income taxes
Income tax provision
Net income
19
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Net Sales
Net sales for the year ended December 31, 2017 increased 7%, or $31.2 million, to $449.4 million, compared to
$418.1 million for the same period in 2016. Net sales in our Lifeboat distribution segment increased $47.9 million, or
13% to $417.4 million when compared to the prior year, however the increase was offset by decreased extended
payment term sales in our TechXtend segment (discussed below).
The increase in our Lifeboat Distribution segment was primarily due to growth in sales penetration for several
of our more significant product lines, as well as the addition of several new product lines. The increases were partially
offset by turnover in some vendor and customer accounts due to competitive bid situations. We operate in a competitive
market in which some sales agreements are subject to periodic competitive bidding processes, resulting in fluctuations
from year to year based on the outcome.
TechXtend segment net sales decreased $16.7 million or 34% to $32.0 million for the year ended December
31, 2017, compared to $48.6 million for the prior year. The decrease in TechXtend was due primarily to lower large
enterprise sales, including those sold under extended payment terms. Large enterprise sales tend to fluctuate from period
to period based on the timing of customer purchasing decisions for IT projects. The Company’s focus on extended
payment sales is impacted by such timing, and internal capital allocation decisions. During 2017, as significant amount
of our working capital was invested in vendor prepayments and extended payment sales from the fourth quarter of 2016,
reducing our emphasis on this business during 2017.
During the year ended December 31, 2017, we relied on two key customers for a total of 42.4% of our revenue.
One major customer accounted for 23.0% and the other for 19.4%, of our total net sales during the year ended December
31, 2017. These same customers accounted for 15.1% and 28.6%, of total net accounts receivable as of December 31,
2017.
Gross Profit
Gross profit for the year ended December 31, 2017 decreased 1% or $0.3 million, to $27.1 million, compared to
$27.3 million for the prior year. Lifeboat Distribution segment gross profit increased 4% to $23.2 million for the year
ended December 31, 2017 compared to $22.3 million for the prior year. TechXtend segment gross profit decreased 22%
to $3.9 million for the year ended December 31, 2017 compared to $5.0 million for the prior year. Gross profit decreased
primarily due to lower extended payment terms sales in our TechXtend segment described above and vendor competitive
pressures on gross profit margins as discussed below, which were mitigated in part by the impact of increased sales in
our Lifeboat segment.
Gross profit margin (gross profit as a percentage of net sales) for the year ended December 31, 2017 was 6.0%
compared to 6.5% in 2016. Lifeboat Distribution segment gross profit margin was 5.6% for the year ended December
31, 2017, compared to 6.0% in 2016. The decrease in gross profit margin for the Lifeboat Distribution segment was
caused primarily by competitive pricing pressure and a change in product mix to a higher percentage of our sales being
derived from the sale of third party software subscription and maintenance contracts. Gross profit as a percentage of
sales generally is lower on subscription and maintenance contracts than on product sales. We operate in a competitive
environment where the trend has been for gross profit margins as a percentage of net sales to decline for the past several
years and may continue to decline in the future. We have instituted operational efficiencies such as electronic ordering
and distribution through the use of EDI and other automation that have increased our productivity and enabled us to
maintain profitability while selling these services. TechXtend segment gross profit margin for the year ended December
31, 2017 was 12.2%, compared to 10.2% in 2016. The increase in gross profit margin was due to a decrease in larger
enterprise and public sector sales. Sales of large enterprise licenses and related equipment typically carry a lower gross
profit margin as a percent of gross billings, and lower incremental selling and administrative costs as a percentage of
revenue, than smaller account sales.
20
Vendor rebates and discounts for the year ended December 31, 2017 were $2.2 million compared to $2.0
million in the same period last year. Vendor rebates are dependent on reaching certain targets set by our vendors. The
Company monitors vendor rebate levels, competitive pricing, and gross profit margins carefully. We anticipate that price
competition in our market will continue in both of our business segments.
Selling, General and Administrative Expenses
SG&A expenses for the year ended December 31, 2017 increased $0.5 million, or 3%, to $19.3 million,
compared to $18.7 million for the prior year. The increase in general and administrative expenses is primarily due
to higher employee related and other expenses to support our growth and compliance as a public company.
SG&A expenses as a percentage of net sales were 4.3% in 2017 compared to 4.5% in 2016.
The Company expects that its SG&A expenses, as a percentage of net sales, may vary depending on changes in
sales volume, as well as the levels of continuing investments in key growth initiatives. We plan to continue to expand
our investment in information technology and marketing, while monitoring SG&A expenses closely.
Income Taxes
For the year ended December 31, 2017, the Company recorded a provision for income taxes of $3.5 million or
40.8% of income before taxes, compared to $3.0 million or 33.9% of income before taxes for 2016. The 2017 tax
expense includes charges of $0.2 million resulting from the revaluation of deferred tax assets and transition tax for
foreign unrepatriated earnings under the Tax Cuts and Jobs Act of 2017, and approximately $0.4 million related to a
provision for state taxes for states with economic nexus statutes and other adjustments.
The Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to
the U.S. income tax law. Effective in 2018, the Tax Act reduces U.S. statutory tax rates from 34% to 21%. Accordingly,
we remeasured our deferred taxes as of December 31, 2017 to reflect the reduced rate that will apply in future periods
when these deferred taxes are settled or realized.
Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we
have made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of
December 31, 2017. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance
issued by the Internal Revenue Service, and other standard1setting bodies, we may make adjustments to the provisional
amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in
which adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018.
Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Net Sales
Net sales for the year ended December 31, 2016 increased 9%, or $36.0 million, to $418.1 million, compared to
$382.1 million for the same period in 2015. Net sales increased in both our Lifeboat Distribution segment and our
TechXtend segment.
Lifeboat Distribution segment net sales for the year ended December 31, 2016 increased $29.8 million, or 9%,
to $369.5 million, compared to $339.7 million for the same period a year earlier. The increase was primarily due to
increased penetration of existing products into new and existing distribution partner accounts, as well as the addition of
several new product lines. The increases were partially offset by turnover in some vendor and distribution accounts due
to competitive bid situations. We operate in a competitive market in which some sales agreements are subject to periodic
competitive bidding processes, resulting in fluctuations from year to year based on the outcome.
TechXtend segment net sales increased $6.2 million, or 15% to $48.6 million for the year ended December 31,
2016, compared to $42.4 million for the prior year. The increase was primarily due to higher sales to major accounts on
extended payment terms, partially offset by the impact of a reduced number of sales people and lower revenues from
21
marketing services. We extend payment terms on some enterprise account sales, typically for periods of one to three
years, to provide flexibility for our customers. We reduced our number of sales people late in 2015 to streamline and
focus our operations on opportunities with the highest financial return.
Gross Profit
Gross Profit for the year ended December 31, 2016 increased 3%, or $0.8 million, to $27.3 million, compared
to $26.6 million for the same period in 2015. Lifeboat Distribution segment gross profit increased 4% to $22.3 million
for the year ended December 31, 2016, compared to $21.5 million for the same period in the prior year. TechXtend
segment gross profit remained flat at $5.0 million for each of 2016 and 2015. Gross profit amounts reflect increased
sales volumes and competitive pressures on gross profit margins discussed below.
Gross profit margin (gross profit as a percentage of net sales) for the year ended December 31, 2016 was 6.5%
compared to 7.0% in 2015. Lifeboat Distribution segment gross profit margin was 6.0% for the year ended December
31, 2016 compared to 6.3% in 2015. The decrease in gross profit margin for the Lifeboat Distribution segment was
caused primarily by competitive pricing pressure and product mix. We operate in a competitive environment where the
trend has been for gross profit margins to decline for the past several years. We attribute some of the decline to an
increasing portion of our revenues coming from the sale of licenses, maintenance and service agreements that are not
associated with a physical product. While our gross profit margin has declined on these products, we have been able to
maintain our profitability through efficiencies gained in electronic ordering and distribution through the use of EDI and
other automation. TechXtend segment gross profit margin for the year ended December 31, 2016 was 10.2% compared
to 11.9% in 2015. The decrease in gross profit margin was due to competitive market pricing, particularly on larger
enterprise sales. Sales of large enterprise licenses typically carry a lower gross profit margin, and lower incremental
selling and administrative costs as a percentage of revenue, than smaller account sales.
Vendor rebates and discounts for each of the years ended December 31, 2016 and 2015 was $2.0 million.
Vendor rebates are dependent on reaching certain targets set by our vendors. The Company monitors vendor rebate
levels, competitive pricing, and gross profit margins carefully. We anticipate that price competition in our market will
continue in both of our business segments.
Selling, General and Administrative Expenses
SG&A expenses for the year ended December 31, 2016 increased $0.7 million or 4% to $18.7 million,
compared to $18.1 million for the same period in 2015. The increase is primarily due to increased stock based
compensation and employee related expenses to support our increased sales volume, costs related to the relocation to our
new offices in October 2016, and professional expenses related to public company compliance. SG&A expenses were
4.5% of net sales for the year ended December 31, 2016, and 4.7% for the same period in 2015.
The Company expects that its SG&A expenses, as a percentage of net sales, may vary depending on changes in
sales volume, as well as the levels of continuing investments in key growth initiatives. We plan to continue to expand
our investment in information technology and marketing, while monitoring our sales and general and administrative
expenses closely.
Income Taxes
For the year ended December 31, 2016, the Company recorded a provision for income taxes of $3.0 million
which consists of a provision of $2.5 million for U.S. federal income taxes, as well as a $0.1 million provision for state
taxes, and a provision for foreign taxes of $0.4 million.
As of December 31, 2016, the Company had a U.S. deferred tax asset of approximately $0.4 million.
For the year ended December 31, 2015, the Company recorded a provision for income taxes of $3.0 million
which consists of a provision of $2.7 million for U.S. federal income taxes, as well as a $0.1 million provision for state
taxes, and a provision for foreign taxes of $0.2 million.
22
As of December 31, 2015, the Company had a U.S. deferred tax asset of approximately $0.5 million.
Liquidity and Capital Resources
Our cash and cash equivalents decreased by $8.0 million to $5.5 million at December 31, 2017 from $13.5
million at December 31, 2016. The use of cash was primarily due to working capital investments to support the growth
of our business, and utilization of cash for stock repurchases and dividends. The increase in working capital related to
increased payment terms for certain accounts and vendor prepayments for inventory purchases.
Net cash used by operating activities for the year ended December 31, 2017 was $2.0 million, comprised of net
income adjusted for non1cash items of $7.2 million, offset by cash used in changes in operating assets and liabilities of
$9.3 million.
The increase in cash used in changes in operating assets and liabilities in 2017 was primarily due to an increase
in net working capital (accounts receivable, inventory, and vendor prepayments less accounts payable) required to
support our business. The increased working capital requirement is primarily driven by increased sales levels and
extended payment terms sales during the fourth quarter of 2016, and a vendor prepayment of approximately $8.0 million
as part of a distribution agreement. Our accounts receivable – long term increased by approximately $4.3 million during
the fourth quarter of 2016 due to a higher level of extended payment term sales. The products related to these sales were
paid for in the first quarter of 2017, while related sales proceeds will be collected over future periods.
Net cash used in operating activities for the year ended December 31, 2016 was $0.5 million, comprised of net
income adjusted for non1cash items of $7.9 million, offset by cash used by changes in operating assets and liabilities of
$8.4 million. Net cash provided by operating activities for the year ended December 31, 2015 was $8.2 million
comprised of net income adjusted for non1cash items of $7.3 million and cash provided by changes in operating assets
and liabilities of $0.9 million.
The increase in cash used in changes in operating assets and liabilities in 2016 was primarily due to increased
accounts receivable, inventories and accounts receivable – long term, partially offset by increased accounts payable. The
increase in accounts receivable and accounts payable was primarily due to higher fourth quarter 2016 sales activity when
compared to the prior year, increased accounts receivable payment terms for a large reseller customer, and increased
sales with extended payment terms. Accounts receivable at December 31, 2016 included approximately $9.5 million of
accounts receivable related to two extended payment term sales from 2016 that were collected during the first two
months of 2017.
In 2017, net cash used in investing activities was $0.4 million, compared to $1.0 million in the prior year. The
decrease was primarily due to capital expenditures for equipment and leasehold improvements related to our new office
in 2016. In October 2016, the Company moved into a new office, occupying approximately 20,000 square foot facility
under a ten year lease with renewal options.
Net cash used in financing activities for the year ended December 31, 2017 of $6.0 million was comprised of
$3.1 million of dividend payments on our Common Stock, and $3.0 million for the purchases of treasury shares of our
Common Stock.
Net cash used in financing activities for the year ended December 31, 2016 of $8.5 million was comprised of
$3.2 million of dividend payments on our Common Stock, and $5.4 million for the purchases of treasury shares of our
Common Stock, offset by the tax benefit from share based compensation of $0.1 million.
On December 3, 2014, the Board of Directors approved an increase of 500,000 shares of Common Stock to the
number of shares of Common Stock available for repurchase under its repurchase plans. On February 2, 2017, the Board
of Directors approved an additional increase of 500,000 shares of Common Stock to the number of shares of Common
Stock available for repurchase under its repurchase plans. A total of 2,963,525 shares of the Company’s Common Stock
has been bought back as of December 31, 2017, leaving 547,488 shares of Common Stock available that the Company is
23
authorized to buy back in the future as of such date. The Company expects to purchase shares of its Common Stock from
time to time in the market or otherwise subject to market conditions. The Common Stock repurchase program does not
have an expiration date.
We intend to hold the repurchased shares in treasury for general corporate purposes, including issuances under
various stock plans. As of December 31, 2017, we held 829,671 shares of our Common Stock in treasury at an average
cost of $17.12 per share. As of December 31, 2016, we held 729,066 shares of our Common Stock in treasury at an
average cost of $16.50 per share.
On November 15, 2017, the Company entered into a $20,000,000 revolving credit facility (the “Credit
Facility”) with Citibank, N.A. (“Citibank”) pursuant to a Second Amended and Restated Revolving Credit Loan
Agreement (the “Loan Agreement”), Second Amended and Restated Revolving Credit Loan Note (the “Note”), Second
Amended and Restated Security Agreement (the “Security Agreement”) and Second Amended and Restated Pledge and
Security Agreement (the “Pledge Agreement”). The Credit Facility, which will be used for working capital and general
corporate purposes, matures on August 31, 2020, at which time the Company must pay all outstanding principal of all
outstanding loans plus all accrued and unpaid interest, and any interest, fees, costs and expenses, if any.
At December 31, 2017, the Company had no borrowings outstanding under the Credit Facility. The Company
incurred $0.1 million of interest expense, related to the Credit Facility for the year ended December 31, 2017 and no
interest expense for the years ended, 2016 and 2015.
Our current and anticipated use of cash and cash equivalents is to fund working capital, operational
expenditures, the stock repurchase program and dividends, if any, declared by the Board of Directors.
Contractual Obligations as of December 31, 2017
(Amounts in thousands)
Payment due by Period
Operating Leases obligations (1)
Total Contractual Obligations
Total
$ 4,260 $
$ 4,260 $
Less than 1 year 1#3 years 4#5 years After 5 years
1,572
1,572
508 $ 1,303 $
508 $ 1,303 $
877
877
$
$
(1) Operating leases relate primarily to the leases of the space used for our operations in Eatontown, New Jersey, Mesa,
Arizona, Mississauga, Canada and Amsterdam, Netherlands. The commitments for operating leases include the
minimum rent payments.
As of December 31, 2017, the Company is not committed by lines of credit or standby letters of credit, and has
no standby repurchase obligations or other commercial commitments (see Note 5 1 Credit Facility in the Notes to our
Consolidated Financial Statements).
Foreign Exchange
The Company’s foreign business is subject to changes in demand or pricing resulting from fluctuations in
currency exchange rates or other factors. We are subject to fluctuations primarily in the Canadian and Euro Dollar1to1
U.S. Dollar exchange rate.
Off#Balance Sheet Arrangements
As of December 31, 2017, we did not have any off1balance sheet arrangements, as defined in Item 303
(a)(4)(ii) of SEC Regulation S1K.
24
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
In addition to its activities in the USA, 7% and 6% of the Company’s 2017 sales were generated in Canada and
Europe and the rest of the world, respectively. We are subject to general risks attendant to the conduct of business in
Canada and other countries, including economic uncertainties and foreign government regulations. In addition, the
Company’s foreign businesses are subject to changes in demand or pricing resulting from fluctuations in currency
exchange rates or other factors.
The Company’s cash and cash equivalents, at times, may exceed federally insured limits. The Company
maintains its cash accounts primarily in financial 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.
Item 8. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements at Item 15(a).
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. As required by Rule 13a115(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 13a115(e) and 15d115(e) under the Exchange Act, as of the
end of the period covered by this report. This evaluation was carried out under the supervision and with the participation
of various members of our management, including our Company’s President, Chairman of the Board and 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, we have
identified a material weakness in our controls over financial reporting that are designed 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 Securities and Exchange Commission’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.
Based on the material weakness described below, the Company’s Chief Executive Officer, Chief Financial
Officer, and Chief Accounting Officer concluded that the Company’s disclosure controls and procedures were not
effective as of the end of the period covered by this report. A material weakness is a deficiency or a combination of
deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely
basis.
The weaknesses we identified relate to several deficiencies in the operating effectiveness of controls over: 1)
the application of technical accounting guidance regarding earnings per share calculations which were reported and
remediated in the third quarter of 2017, 2) classification of certain balance sheet accounts, 3) management review and
monitoring of third1party service providers in regard to state income tax filing requirements and 4) lack of documented
policies and procedures with respect to certain intercompany accounts with foreign entities, that in the aggregate
constitute a material weakness in our internal controls over financial reporting. Management performed additional
procedures to determine the impact of these issues and determined that any errors resulting from the deficiencies above
were immaterial individually and in the aggregate, to the Company’s current and previously issued financial statements,
however, we concluded that it is appropriate to re1state previously reported amounts for earnings per share using the
two1class calculation method when presented on a comparative basis with the current period. We’ve also concluded that
had these errors gone undetected, they could have resulted in a material misstatement in our financial statements.
25
Remediation plan: We have implemented several processes, including those outlined below, to remediate the
deficiencies noted above. We currently are assessing and improving the operating effectiveness of these controls to
ensure they will operate at an acceptable level of assurance.
• Hire and train appropriate personnel sufficient to manage the complexity, timing, and ever changing nature of
our business and financial reporting requirements.
• Retain and evaluate the qualifications and performance of experts who are engaged to assist in the evaluation
and adoption of accounting and tax matters where appropriate.
• Ensure controls are properly designed to address risks and train key process owners and other relevant
personnel to perform timely reconciliations with appropriate documentation and review procedures.
Changes in Internal Control Over Financial Reporting. Other than what’s been disclosed above for our
remediation of the material weakness, there have been no additional change in our internal control over financial
reporting identified in connection with the evaluation required by Rule 13a115(d) under the Exchange Act, that occurred
during the quarter ended December 31, 2017, that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Our independent registered public accounting firm, EisnerAmper LLP, has audited our internal control over
financial reporting as of December 31, 2017. Their attestation report on the audit of our internal control over financial
reporting is included below.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required hereunder, with the exception of the information relating to the executive officers of
the Registrant that is presented in Part I under the heading “Executive Officers of the Company,” and 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 2018 Annual Meeting of Stockholders,
to be filed pursuant to Regulation 14A not later than May 1, 2018 (the “Definitive Proxy Statement”) under the sections
captioned “Election of Directors,” “Corporate Governance” and “Section 16 (a) Beneficial Ownership Reporting
Compliance.”
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.”
26
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.”
27
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Report:
1.
2.
Consolidated Financial Statements (See Index to Consolidated Financial Statements on page F11 of
this report);
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.
3.
Exhibits Required by Regulation S#K, Item 601:
Exhibit No.
Description of Exhibit
3.1
Form of Amended and Restated Certificate of Incorporation of the Company. (1)
3.1(a)
Certificate of Amendment of Restated Certificate of Incorporation of the Company. (2)
3.2
4.1
10.1
10.2
10.3
10.4
Form of Amended and Restated By1Laws of the Company. (1)
Specimen of Common Stock Certificate. (1)
Second Amended and Restated Revolving Credit Loan Agreement, dated November 15, 2017, by and among
Wayside Technology Group, Inc., Lifeboat Distribution, Inc., Techxtend, Inc., Programmer’s Paradise, Inc.,
and ISP International Software Partners, Inc., as Co1Borrowers, and Citibank, N.A., as Lender. (14)
Second Amended and Restated Credit Loan Note, dated November 15, 2017, by and among Wayside
Technology Group, Inc., Lifeboat Distribution, Inc., Techxtend, Inc., Programmer’s Paradise, Inc., and ISP
International Software Partners, Inc., as Co1Borrowers, and Citibank, N.A., as Lender. (14)
Second Amended and Restated Security Agreement, dated November 15, 2017, by and among Wayside
Technology Group, Inc., Lifeboat Distribution, Inc., Techxtend, Inc., Programmer’s Paradise, Inc., and ISP
International Software Partners, Inc., as Debtors, and Citibank, N.A., as Lender. (14)
Second Amended and Restated Pledge and Security Agreement, dated November 15, 2017, by and between
Wayside Technology Group, Inc., as Grantor, and Citibank, N.A., as Secured Party. (14)
10.5 Code of Ethics and Business Conduct. (16)
10.6
Employment agreement dated January 3, 2018 between the Company and Dale Foster. (15)
10.7
Employment agreement dated January 2, 2018 between the Company and Charles Bass. (15)
10.8
1995 Stock Plan, as amended. (3)
28
Exhibit No.
Description of Exhibit
10.9
1995 Non1Employee Director Plan, as amended. (3)
10.9(a)
2006 Stock1Based Compensation Plan. (4)
10.9(b)
First Amendment to 2006 Stock1Based Compensation Plan. (5)
10.9(c)
Second Amendment to 2006 Stock1Based Compensation Plan. (5)
10.10
Form of Officer and Director Indemnification Agreement. (1)
10.11
2012 Stock1Based Compensation Plan (13)
10.13
Employment Agreement, dated January 12, 2006, between the Company and Simon F. Nynens. (6)
10.14
Offer Letter, dated January 6, 2003, from the Company to Vito Legrottaglie. (7)
10.17
10.22
10.23
10.24
10.25
Restricted Stock Letter, dated August 15, 2006, between Vito Legrottaglie and Wayside Technology
Group, Inc (f/k/a Programmer’s Paradise Inc.). (5)
Restricted Stock Letter, dated August 15, 2006, between Duff Meyercord and Wayside Technology
Group, Inc (f/k/a Programmer’s Paradise Inc.). (5)
Restricted Stock Letter, dated August 15, 2006, between Simon F. Nynens and Wayside Technology
Group, Inc (f/k/a Programmer’s Paradise Inc.). (5)
Restricted Stock Letter, dated August 15, 2006, between Simon F. Nynens and Wayside Technology
Group, Inc (f/k/a Programmer’s Paradise Inc.). (5)
Restricted Stock Letter, dated August 15, 2006, between Kevin Scull and Wayside Technology Group, Inc
(f/k/a Programmer’s Paradise Inc.). (5)
10.28
Form of Non1Qualified Stock Option Agreement. (5)
10.29
10.31
10.32
10.38
10.39
Restricted Stock Letter, dated February 5, 2008, between Kevin Scull and Wayside Technology Group, Inc.
(8)
Restricted Stock Letter, dated February 5, 2008, between Simon Nynens and Wayside Technology
Group, Inc. (8)
Restricted Stock Letter, dated February 5, 2008, between Vito Legrottaglie and Wayside Technology
Group, Inc. (8)
Restricted Stock Letter, dated February 5, 2008, between Duff Meyercord and Wayside Technology
Group, Inc. (8)
Restricted Stock Letter, dated May 5, 2009, between Simon Nynens and Wayside Technology Group, Inc.
(9)
10.40
Restricted Stock Letter, dated May 5, 2009, between Kevin Scull and Wayside Technology Group, Inc. (9)
29
Exhibit No.
Description of Exhibit
10.44
10.45
10.47
10.48
10.55
Restricted Stock Letter, dated May 5, 2009, between Vito Legrottaglie and Wayside Technology Group, Inc.
(9)
Restricted Stock Letter, dated February 9, 2010, between Kevin Scull and Wayside Technology Group, Inc.
(11)
Restricted Stock Letter, dated February 9, 2010, between Simon Nynens and Wayside Technology
Group, Inc. (11)
Restricted Stock Letter, dated February 9, 2010, between Vito Legrottaglie and Wayside Technology
Group, Inc. (11)
Restricted Stock Letter, dated February 9, 2010, between Duff Meyercord and Wayside Technology
Group, Inc. (11)
10.56
Restricted Stock Letter, dated June 6, 2012, between Mike Faith and Wayside Technology Group, Inc. (11)
10.59
10.61
Restricted Stock Letter, dated May 8, 2012, between Vito Legrottaglie and Wayside Technology Group, Inc.
(12)
Restricted Stock Letter, dated February 5, 2013, between Simon F. Nynens and Wayside Technology
Group, Inc. (12)
21.1
Subsidiaries of the Registrant
23.1
Consent of EisnerAmper LLP
31.1
31.2
31.3
32.1
32.2
32.3
101
Certification pursuant to Rule 13a114(a) or Rule 15d114(a) of the Securities Exchange Act of 1934, of Simon
F. Nynens, the Chief Executive Officer of the Company.
Certification pursuant to Rule 13a114(a) or Rule 15d114(a) of the Securities Exchange Act of 1934, of
Michael Vesey, the Vice President and Chief Financial Officer of the Company.
Certification pursuant to Rule 13a114(a) or Rule 15d114(a) of the Securities Exchange Act of 1934, of Kevin
T. Scull, the Vice President and Chief Accounting Officer of the Company.
Certification pursuant to Rule 13a114(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes1Oxley Act of 2002, of Simon F. Nynens, the Chief
Executive Officer of the Company. (15)
Certification pursuant to Rule 13a114(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes1Oxley Act of 2002, of Michael Vesey, the Vice President
and Chief Financial Officer of the Company. (15)
Certification pursuant to Rule 13a114(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes1Oxley Act of 2002, of Kevin T. Scull, the Vice President
and Chief Accounting Officer of the Company. (15)
The following financial information from Wayside Technology Group, Inc.’s Annual Report on Form 101K
for the year ended December 31, 2017, filed with the SEC on March 15, 2018, formatted in XBRL
(Extensible Business Reporting Language) includes: (1) Consolidated Balance Sheets, (2) Consolidated
Statements of Earnings, (3) Consolidated Statements of Comprehensive Income, (4) Consolidated Statements
30
Exhibit No.
Description of Exhibit
of Stockholders’ Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to the Consolidated
Financial Statements.
Incorporated by reference to the Exhibits of the same number to the Registrant’s Registration Statement on
Form S11 or amendments thereto (File No. 333192810).
Incorporated by reference to the Exhibits of the same number to the Registrant’s Quarterly Report on Form 101
Q for the quarter ended September 30, 2006 filed on November 3, 2006.
Incorporated by reference to Exhibit A and Exhibit B, respectively, to the Registrant’s Definitive Annual
Meeting Proxy Statement filed on April 30, 1998.
Incorporated by reference to Exhibit A of the Registrant’s Definitive Annual Meeting Proxy Statement filed on
April 28, 2006.
Incorporated by reference to exhibits of the same number filed with the Registrant’s Annual Report on
Form 101K for the year ended December 31, 2007 filed on March 13, 2008.
Incorporated by reference to Exhibit 10.43 to the Registrant’s Quarterly Report on Form 101Q for the quarter
ended March 31, 2006 filed on May 12, 2006.
Incorporated by reference to exhibits of the same number filed with the Registrant’s Quarterly Report on
Form 101Q for the quarter ended March 31, 2007 filed on May 15, 2007.
Incorporated by reference to exhibits of the same number filed with the Registrant’s Quarterly Report on
Form 101Q for the Period Ended March 31, 2008 filed May 12, 2008.
Incorporated by reference to exhibits of the same number filed with the Registrant’s Quarterly Report on
Form 101Q for the Period Ended June 30, 2009 filed August 11, 2009.
Incorporated by reference to exhibits of the same number filed with the Registrant’s Quarterly Report on
Form 101Q for the Period Ended March 31, 2010 filed May 10, 2010.
Incorporated by reference to exhibits of the same number filed with the Registrant’s Annual Report on
Form 101K for the Period Ended December 31, 2012 filed February 15, 2013.
Incorporated by reference to exhibits of the same number filed with the Registrant’s Quarterly Report on
Form 101Q for the Period Ended March 31, 2013 filed May 1, 2013.
Incorporated by reference to Exhibit A of the Registrant’s Definitive Annual Meeting Proxy Statement filed on
April 24, 2012.
Incorporated by reference to the Registrant’s Form 81K filed on November 20, 2017.
Furnished herewith.
Incorporated by reference to the Registrant’s Form 81K filed on December 8, 2017.
The exhibits required by Item 601 of Regulation S1K are reflected above in Section (a) 3. of this Item.
The financial statement schedule is included as reflected in Section (a) 2. of this Item.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(b)
(c)
31
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 15, 2018.
SIGNATURES
WAYSIDE TECHNOLOGY GROUP, INC.
By: /s/ Simon Nynens
Simon F. Nynens, President and
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/ Simon Nynens
Simon F. Nynens
/s/ Michael Vesey
Michael Vesey
/s/ Kevin Scull
Kevin T. Scull
/s/ Mike Faith
Mike Faith
/s/ Steve DeWindt
Steve DeWindt
/s/ Diana Kurty
Diana Kurty
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
March 15, 2018
Vice President and
March 15, 2018
Chief Financial Officer
(Principal Financial Officer)
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
March 15, 2018
March 15, 2018
March 15, 2018
March 15, 2018
32
Items 8 and 15(a)
Wayside Technology Group, Inc. and Subsidiaries
Index to Consolidated Financial Statements and Schedule
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Earnings for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
Schedule II — Valuation and Qualifying Accounts
Page
F12
F15
F16
F17
F18
F19
F110
F129
F11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Wayside Technology Group, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Wayside Technology Group, Inc. and Subsidiaries (the
“Company") as of December 31, 2017 and 2016, and the related consolidated statements of earnings, comprehensive
income, stockholders’ equity, and cash flows for each of the years in the three1year period ended December 31, 2017, and
the related notes and schedule identified in Item 15 (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of
December 31, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the years in
the three1year period ended December 31, 2017, 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, 2017, based on criteria
established in Internal Control # Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission, and our report dated March 15, 2018 expressed an adverse opinion.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ EisnerAmper LLP
We have served as the Company’s auditor since 2010
EISNERAMPER LLP
Iselin, New Jersey
March 15, 2018
F12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Wayside Technology Group, Inc. and Subsidiaries
Opinion on the Internal Control over Financial Reporting
We have audited Wayside Technology Group, Inc. and Subsidiaries (the “Company”) internal control over financial
reporting as of December 31, 2017, based on criteria established in the Internal Control # Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because
of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the
control criteria, Wayside Technology Group, Inc. and Subsidiaries has not maintained effective internal control over
financial reporting as of December 31, 2017, based on criteria established in the Internal Control # Integrated Framework
(2013) issued by COSO.
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. The following material weakness has been identified and
included in management’s assessment. The Company identified several deficiencies in the operating effectiveness of
controls which in the aggregate represent a material weakness. This material weakness was considered in determining the
nature, timing, and extent of the audit tests applied in our audit of the December 31, 2017 financial statements, and this
report does not affect our report dated March 15, 2018 on those financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) ("PCAOB"), the consolidated balance sheets of Wayside Technology Group, Inc. and Subsidiaries as of December
31, 2017 and 2016, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and
cash flows for each of the years in the three1year period ended December 31, 2017, and the related notes and schedule and
our report dated March 15, 2018 expressed an unqualified opinion.
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 the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit 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.
Definition and Limitations of Internal Control over Financial Reporting
An entity’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. An entity’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
F13
transactions and dispositions of the assets of the entity; (ii) 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 entity are being made only in accordance with authorizations of management and
directors of the entity; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the entity’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/ EisnerAmper LLP
EISNERAMPER LLP
Iselin, New Jersey
March 15, 2018
F14
Wayside Technology Group, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowances of $2,102 and $2,293, respectively
Inventory, net
Vendor prepayments
Prepaid expenses and other current assets
Total current assets
Equipment and leasehold improvements, net
Accounts receivable1long1term, net
Other assets
Deferred income taxes
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses
Total current liabilities
Commitments and Contingencies
Stockholders’ equity:
December 31,
2017
2016
$
5,530 $ 13,524
83,768
2,324
—
948
100,564
76,937
2,794
6,837
993
93,091
1,828
7,437
231
138
1,937
10,668
113
416
$ 102,725 $ 113,698
$
64,013 $ 76,087
76,087
64,013
Common Stock, $.01 par value; 10,000,000 shares authorized; 5,284,500 shares issued:
4,454,829 and 4,555,434 shares outstanding, respectively
Additional paid1in capital
Treasury stock, at cost, 829,671 and 729,066 shares, respectively
Retained earnings
Accumulated other comprehensive loss
Total stockholders’ equity
53
31,257
(14,207)
22,522
(913)
38,712
53
30,683
(12,029)
20,515
(1,611)
37,611
$ 102,725 $ 113,698
The accompanying notes are an integral part of the consolidated financial statements.
F15
Wayside Technology Group, Inc. and Subsidiaries
Consolidated Statements of Earnings
(Amounts in thousands, except per share amounts)
Year ended December 31,
2016
2015
2017
Net sales
Cost of sales
Gross profit
$ 449,379 $ 418,131 $ 382,090
422,303
390,800
355,517
27,076
27,331
26,573
Selling, general, and administrative expenses
19,263
18,715
18,063
Income from operations
Other income:
Interest, net
Foreign currency transaction gain (loss)
Income before provision for income taxes
Provision for income taxes
Net income
7,813
8,616
8,510
699
318
368
41
(1)
(20)
8,553
8,933
8,858
3,491
3,032
3,028
$
5,062 $
5,901 $
5,830
Income per common share1Basic (Restated) Notes 1 and 2
$
1.13 $
1.25 $
1.22
Income per common share1Diluted (Restated) Notes 1 and 2
$
1.13 $
1.25 $
1.22
Weighted average common shares outstanding — Basic (Restated) Notes 1 and 2
4,299
4,503
4,634
Weighted average common shares outstanding — Diluted (Restated) Notes 1 and
2
4,299
4,503
4,634
Dividends paid per common share
$
0.68 $
0.68 $
0.68
The accompanying notes are an integral part of the consolidated financial statements.
F16
Wayside Technology Group, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Amounts in thousands)
Year ended December 31,
2016
2017
2015
Net income
$ 5,062 $ 5,901 $ 5,830
Other comprehensive income (loss):
Foreign currency translation adjustment
Other comprehensive income (loss)
698
698
(160)
(160)
(893)
(893)
Comprehensive income
$ 5,760 $ 5,741 $ 4,937
The accompanying notes are an integral part of the consolidated financial statements.
F17
Wayside Technology Group, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(Amounts in thousands, except share amounts)
Common Stock
Additional
Paid#In
Treasury
Retained Comprehensive
Accumulated
Other
Amount Capital Shares Amount
Earning
s
(loss) income Total
Shares
5,284,500 $
Balance at January 1, 2015
Net income
Translation adjustment
Dividends paid
Stock options exercised
Share1based compensation Expense
Tax benefit from share1based
compensation
Restricted stock grants (net of forfeitures)
Treasury shares repurchased
Balance at December 31, 2015
Net income
5,284,500
Translation adjustment
Dividends paid
Share1based compensation Expense
Tax benefit from share1based
compensation
Restricted stock grants (net of forfeitures)
Treasury shares repurchased
Balance at December 31, 2016
Net income
5,284,500
Translation adjustment
Dividends paid
Share1based compensation expense
Restricted stock grants (net of forfeitures)
Treasury shares repurchased
Balance at December 31, 2017
5,284,500 $
53 $ 31,013
393,744 $ (6,166) $ 15,225 $
5,830
(44,640)
276
(3,242)
(39,535)
232
274,119 (4,638)
583,688 (10,296) 17,813
5,901
—
(3,199)
298
1,213
248
(232)
53
32,540
1,673
141
3,671
(3,671) (164,085)
309,463
(5,404)
729,066 (12,029) 20,515
5,062
30,683
53
(3,055)
1,350
(776)
53 $ 31,257
776
(64,382)
164,987
(2,954)
829,671 $ (14,207) $ 22,522 $
(893)
(558) $ 39,567
5,830
(893)
(3,242)
574
1,213
248
—
(4,638)
(1,451) 38,659
5,901
(160)
(3,199)
1,673
(160)
141
—
(5,404)
(1,611) 37,611
5,062
698
(3,055)
1,350
—
(2,954)
(913) $ 38,712
698
The accompanying notes are an integral part of the consolidated financial statements
F18
Wayside Technology Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Amounts in thousands)
Year ended December 31,
2016
2015
2017
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash (used in) provided by operating
activities:
$ 5,062 $ 5,901 $ 5,830
Depreciation and amortization expense
(Benefit) provision for doubtful accounts receivable
Deferred income tax expense
Share1based compensation expense
Loss on disposal of fixed assets
Changes in operating assets and liabilities:
Accounts receivable
Inventory
Prepaid expenses and other current assets
Vendor prepayments
Accounts payable and accrued expenses
Other assets
Net cash (used in) provided by operating activities
Cash flows used in investing activities
Purchase of equipment and leasehold improvements
Net cash used in investing activities
Cash flows used in financing activities
Purchase of treasury stock
Proceeds from stock option exercise
Tax benefit from share1based compensation
Dividends paid
Net cash used in financing activities
Effect of foreign exchange rate on cash
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplementary disclosure of cash flow information:
Income taxes paid
Leasehold improvements funded by tenant allowance
477
(95)
278
1,512
—
296
(73)
105
1,673
12
10,710
(461)
(35)
(6,837)
(12,507)
(125)
(2,021)
(27,939)
(361)
42
—
19,862
(34)
(516)
253
13
(43)
1,213
—
1,085
(481)
(72)
—
322
65
8,185
(359)
(359)
(1,040)
(1,040)
(200)
(200)
(2,954)
—
—
(3,055)
(6,009)
(5,404)
—
141
(3,199)
(8,462)
(4,638)
574
213
(3,242)
(7,093)
395
(281)
(193)
(7,994)
13,524
699
23,124
$ 5,530 $ 13,524 $ 23,823
(10,299)
23,823
$ 2,437 $ 2,559 $ 3,191
$
1 $
840 $
1
The accompanying notes are an integral part of the consolidated financial statements.
F19
Wayside Technology Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts in tables in thousands, except share and per share amounts)
Note 1. Description of Business
Wayside Technology Group, Inc. and Subsidiaries (the “Company”), was incorporated in Delaware in 1982.
The Company distributes software developed by others to resellers who in turn sell to end customers worldwide. The
Company also resells computer software and hardware developed by others and provides technical services directly to
customers in the United States of America (“USA”) and Canada. The Company also operates a sales branch in Europe to
serve our customers in this region of the world. The Company offers an extensive line of products from leading
publishers of software and tools for virtualization/cloud computing, security, networking, storage & 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 “Lifeboat Distribution” segment distributes
technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide.
The “TechXtend” segment is a value1added reseller of software, hardware and services for corporations, government
organizations and academic institutions in the USA and Canada.
Restatement of Earnings Per Share
Earnings per share two1class method
Earnings per share for the years ended December 31, 2016 and 2015 has been recalculated and restated using
the two1class method and presented on a comparable basis with 2017. In 2017 the Company determined it should be
reporting earnings per share using the two1class method in accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC’) 260110145160, which treats unvested restricted shares granted
under our 2012 Stock1Based Compensation Plan that are entitled to receive non1forfeitable dividends as participating
securities. While the Company has determined the impact of applying the two1class method does not have a material
impact on previously issued financial statements, it is appropriate to recalculate and restate amounts presented on a
comparative and consistent basis with current period results. The table below summarizes previously reported and
restated amounts on a comparative basis. See footnote 2, Earnings Per Share for more detail on the impact of the two1
class method calculation on previously reported earnings per share.
F110
5
As Previously Reported:
Income per common share 1 Basic
Income per common share 1 Diluted
Weighted average common shares outstanding 1 Basic
Weighted average common shares outstanding 1 Diluted
As Restated:
Income per common share 1 Basic
Income per common share 1 Diluted
Weighted average common shares outstanding – Basic
Weighted average common shares outstanding – Diluted
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation and Operations
Year ended
December 31,
2016
Year ended
December 31,
2015
$
$
$
$
1.31
1.31
$
$
4,503
4,514
1.25
1.25
$
$
4,503
4,503
1.26
1.25
4,634
4,653
1.22
1.22
4,634
4,634
The consolidated financial statements include the accounts of Wayside Technology Group, Inc. and its wholly
owned subsidiaries. All intercompany transactions and balances have been eliminated.
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 doubtful accounts,
sales returns, discount rates applicable to long term receivables, inventory obsolescence, income taxes, depreciation,
contingencies and stock1based compensation. Actual results could differ from those estimates.
Net Income Per Common Share
Our basic and diluted earnings per share are computed using the two1class method. The two1class 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. Non1vested restricted
stock awards that include non1forfeitable 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.
F111
A reconciliation of the numerators and denominators of the basic and diluted per share computations follows:
Year ended December 31,
2016
2015
2017
Numerator:
Net income
$ 5,062 $ 5,901 $ 5,830
Less distributed and undistributed income allocated to participating securities
222
251
159
Net Income Attributable to Common Shareholders
4,840
5,650
5,671
Denominator:
Weighted average common shares (Basic)
4,299
4,503
4,634
Weighted average common shares including assumed conversions (Diluted)
4,299
4,503
4,634
Basic net income per share 1restated
Diluted net income per share1restated
Cash Equivalents
$ 1.13
$ 1.13
$ 1.25 $ 1.22
$ 1.25 $ 1.22
The Company considers all liquid short1term investments with maturities of 90 days or less when purchased to
be cash equivalents.
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.
Allowance for Accounts Receivable
We provide allowances for doubtful accounts related to accounts receivable for estimated losses resulting from
the inability of our customers to make required payments. We take into consideration the overall quality and aging of the
receivable portfolio along with specifically identified customer risks. If actual customer payment performance were to
deteriorate to an extent not expected, additional allowances may be required. At the time of sale, we record an estimate
for sales returns based on historical experience. If actual sales returns are greater than estimated by management,
additional expense may be incurred.
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
income, 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.
F112
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, 2017 and 2016, because of the relative short maturity of
these instruments. The Company’s accounts receivable long1term is discounted to their present value at prevailing
market rates at the time of sale which approximates fair value as of December 31, 2017 and 2016.
Inventory
Inventory, consisting primarily of finished products held for resale, is stated at the lower of cost (weighted
average) or market.
Equipment and Leasehold Improvements
Equipment and leasehold improvements are stated at cost. Equipment depreciation is calculated using the
straight1line 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.
Accounts Receivable#Long#Term
Accounts receivable1long1term result from product sales with extended payment terms that are discounted to
their present values at the prevailing market rates at the time of sale. In subsequent periods, the accounts receivable are
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 long1term accounts receivable due within one year are
reclassified to the current portion of accounts receivable.
Reclassifications
Certain reclassifications and immaterial revisions have been made to the prior period financial statements to conform
to the current1year presentation.
Comprehensive Income
Comprehensive income consists of net income for the period 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
Revenue on product (software and hardware) and maintenance and subscription agreement sales are recognized
once four criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed and determinable,
(3) delivery (software and hardware) or fulfillment (maintenance and subscription) has occurred, and (4) there is
F113
reasonable assurance of collection of the sales proceeds. Revenues from the sales of hardware products, software
products and licenses, are recognized on a gross basis upon transfer of title with the selling price to the customer
recorded as sales and the acquisition cost of the product recorded as cost of sales.
Product delivery to customers occur in a variety of ways, including (i) as physical product shipped from the
Company’s warehouse, (ii) via drop1shipment by the vendor, or (iii) via electronic delivery for software licenses. The
Company leverages drop1ship arrangements with many of its vendors and suppliers to deliver products to customers
without having to physically hold the inventory at its warehouse, thereby increasing efficiency and reducing costs. The
Company recognizes revenue for drop1ship arrangements on a gross basis. Furthermore, in such drop1ship
arrangements, the Company negotiates price with the customer, pays the supplier directly for the product shipped and
bears credit risk of collecting payment from its customers. Maintenance and subscription agreements allow customers to
access software and obtain technical support directly from the software publisher and to upgrade, at no additional cost, to
the latest technology if new applications are introduced by the software publisher during the period that the maintenance
and subscription agreement is in effect. The Company recognizes the sales and cost of sales of the product upon
receiving notification from the vendor that the product has been shipped to the contract fulfilled.
Sales are recorded net of discounts, rebates, and returns. Vendor rebates and price protection are recorded when
earned as a reduction to cost of sales or merchandise inventory, as applicable.
Cooperative reimbursements from vendors, which are earned and available, are recorded in the period the
related advertising expenditure is incurred. Cooperative reimbursements are recorded as a reduction of cost of sales in
accordance with FASB ASC Topic 605150 “Accounting by a Customer (including reseller) for Certain Consideration
Received from a Vendor.” Provisions for returns are estimated based on historical sales returns and credit memo
analysis which are adjusted to actual on a periodic basis.
Stock#Based Compensation
The Company has stockholder1approved stock incentive plans for employees and directors. Stock1 based
compensation is recognized based on the grant date fair value and is recognized as expense on a straight1line basis over
the requisite service period, which is generally the vesting period.
Interest, net
Interest, net consists primarily of 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 of 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 non1current on the balance sheet in accordance with ASU 2015117 which the Company has adopted.
F114
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued guidance for revenue recognition for contracts, superseding the previous revenue
recognition requirements, along with most existing industry1specific guidance. In March, April, May and December
2016, the FASB issued additional updates to the new accounting standard which provide supplemental adoption
guidance and clarifications. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2)
identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize
revenue in order to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard will
also result in enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue arising from
contracts with customers.
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full
retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the
date of initial application (the cumulative catch1up transition method). The new standard will be effective for the
Company beginning January 1, 2018, and early adoption as of January 1, 2017 is permitted.
The Company elected to adopt the standard effective January 1, 2018 using the full retrospective method, which
will require the Company to recast its historical financial information for 2017 and 2016 to be consistent with the
standard. The most significant impact of adopting the standard relates to the determination of whether the Company is
acting as a principal or an agent in the sale of third party security software and software that is highly interdependent
with support, as well as maintenance, support and other services. Historically, under the transfer of risk and rewards
model of revenue recognition, the Company has accounted for primarily all of its sales on a gross basis. The new
guidance requires the Company to identify performance obligations and assess transfer of control. While assessing its
performance obligations for sales of security software and software subscriptions that are highly interdependent with
support, the Company determined that the vendor has ongoing performance obligations with the end customer that are
not separately identifiable from the software itself. The Company also determined that the vendor has ongoing
performance obligation for sales of certain third1party maintenance, support and service contracts. In these instances,
under the new guidance, the Company has determined that it does not have control and is acting as an agent in the sale.
When acting as an agent in a transaction, the Company accounts for sales on a net basis, with the vendor cost associated
with the sale recognized as a reduction of revenue. The change from gross sale to net reporting has no impact on gross
profit, net income or cash flows.
The adoption of the standard is expected to result in a reduction of reported revenue of $288.8 million, $253.5
million and $218.4 million for the years ended December 31, 2017, 2016, and 2015, respectively. The adoption is not
expected to have any impact on income from operations or the Company’s balance sheet.
F115
The tables below present historical information adjusted as if the standard had been adopted on January 1, 2015
for all periods presented.
Year Ended December 31, 2017
Expected Impact
of Adoption
As
Reported
As
Adjusted
Net Sales
Cost of Sales
Gross profit
Income from operations
Net Income
Basic and diluted income per common share
Net Sales
Cost of Sales
Gross profit
Income from operations
Net Income
Basic and diluted income per common share
Net Sales
Cost of Sales
Gross profit
Income from operations
Net Income
Basic and diluted income per common share
Disaggregation of Revenue
160,567
133,491
27,076
7,813
5,062
1.13
As
164,609
137,278
27,331
8,616
5,901
1.25
As
449,379 $
422,303
27,076
7,813
5,062
1.13
$
$
$
$
$
$
$
$
$
(288,812)
(288,812)
—
—
—
—
$
$
$
$
$
Year Ended December 31, 2016
Expected Impact
of Adoption
As
Reported
Adjusted
$
418,131
$
390,800
27,331
8,616
5,901
1.25
$
$
$
$
$
$
$
$
(253,522)
(253,522)
—
—
—
—
$
$
$
$
$
Year Ended December 31, 2015
Expected Impact
of Adoption
As
Reported
Adjusted
$
382,090
$
355,517
26,573
8,510
5,830
1.22
$
$
$
$
$
$
$
$
(218,356)
(218,356)
—
—
—
—
$
$
$
$
$
163,734
137,161
26,573
8,510
5,830
1.22
The Company expects to report the following categories of revenue in its disaggregation of revenue disclosure
under the new standard.
Hardware and software product — Hardware product consists of sales of hardware manufactured by third
parties. Hardware product is delivered from our warehouse or drop shipped from the vendor. Revenue from our
hardware products is recognized on a gross basis upon transfer of control to our customers as we control the product
prior to delivery and are responsible for handling any returns of the product. Software product consists of sales of
perpetual and term software licenses developed by third party vendors. Software licenses are delivered via electronic
license keys provided by the vendor to the end user. Revenue from our software products is recognized on a gross basis
F116
upon transfer of control to our customers as a functional product is delivered at that time, the Company controls the
product prior to delivery and is responsible for handling any returns of the product.
Software # security and highly interdependent with support — Software 1 security software and software highly
interdependent with support consists of sales of security subscriptions and other products whose functionality is highly
interdependent on updates and support services delivered directly by the third1party vendor to the end user. Revenue
from our software1security and highly interdependent with support products is recognized on a net basis upon fulfillment
to our customers as the Company is not responsible for providing future updates that are critical to the functionality of
the software and our performance obligation is complete at the time of delivery.
Maintenance, support and other services revenue— We generate our maintenance, support and other services
revenue primarily from third1party post1contract support arrangements, and, to a lesser extent, from third1party
professional services and software as a service subscription. The service period typically commences upon transfer of
control of the corresponding products to our customer. Revenue from maintenance, support and other service revenues is
recognized on a net basis upon fulfillment to our customers as the Company does not provide the services and our
performance obligation is complete at that time.
Contracts with multiple performance obligations— Some of our contracts with customers contain multiple
performance obligations. For these contracts, we account for individual performance obligations separately if they are
distinct. The transaction price is allocated to the separate performance obligations based on relative standalone selling
prices.
F117
The expected impact to reported results, by disaggregated revenue category, as if adoption of .the new revenue
recognition standard occurred on January 1, 2015 is as follows:
Year Ended December 31, 2017
Hardware and software product
Software 1 security & highly interdependent with support
Maintenance, support & other services
Net sales
Cost of sales
Gross profit
Hardware and software product
Software 1 security & highly interdependent with support
Maintenance, support & other services
Net sales
Cost of sales
Gross profit
Hardware and software product
Software 1 security & highly interdependent with support
Maintenance, support & other services
Net sales
Cost of sales
Gross profit
As
Reported
$ 143,920 $
120,806
184,653
449,379
422,303
$ 27,076 $
Expected Impact
of Adoption
1
(114,867)
(173,945)
(288,812)
(288,812)
1
Year Ended December 31, 2016
Expected Impact
of Adoption
As
Reported
$ 148,949 $
95,438
173,744
418,131
390,800
$ 27,331 $
0
(90,522)
(163,000)
(253,522)
(253,522)
1
$
As
Adjusted
143,920
5,939
10,708
160,567
133,491
27,076
As
Adjusted
148,949
4,916
10,744
164,609
137,278
27,331
$
$
Year Ended December 31, 2015
Expected Impact
of Adoption
As
Reported
$ 148,444 $
77,100
156,546
382,090
355,517
$ 26,573 $
As
Adopted
$
$
148,444
3,908
11,382
163,734
137,161
26,573
1
(73,192)
(145,164)
(218,356)
(218,356)
1
In July 2015, the FASB issued Accounting Standards Update No. 2015111, "Simplifying the Measurement of
Inventory (Topic 330)", ("ASU 2015111"). Topic 330, Inventory, currently requires an entity to measure inventory at the
lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value
less a normal profit margin. The amendments in ASU 2015111 require an entity to measure inventory at the lower of cost
or net realizable value. ASU 2015111 is effective for reporting periods beginning after December 15, 2016. We adopted
ASU 2015111 during the quarter ended March 31, 2017 and it did not have a material impact on our consolidated
financial statements.
In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016109, Improvements to Employee
Share1Based Payment Accounting ("ASU 2016109"). ASU 2016109 simplifies several aspects of the accounting for
F118
share1based payment transactions, including the income tax consequences, classification of awards as either equity or
liabilities and classification on the statement of cash flows. This ASU is effective for years, and interim periods within
those years, beginning after December 15, 2016. Effective January 1, 2017, the Company adopted the provisions of ASU
2016109 related to the recognition of excess tax benefits in the income statement and classification in the statement of
cash flows on a prospective basis and the prior periods were not retrospectively adjusted. The Company has elected to
account for forfeitures of share1based awards when they occur in determining compensation cost to be recognized each
period. The adoption of ASU 2016109 did not have a material impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016102, Leases ("ASU 2016102"). ASU 2016102 supersedes the lease
guidance under FASB Accounting Standards Codification ("ASC") Topic 840, Leases, resulting in the creation of FASB
ASC Topic 842, Leases. ASU 2016102 requires a lessee to recognize for all leases with terms longer than 12 months in
the statement of financial position a liability to make lease payments and a right1of1use asset representing its right to use
the underlying asset for the lease term for both finance and operating leases. This ASU is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is
currently assessing the potential impact of adopting ASU 2016102 on its consolidated financial statements.
In June 2016, the FASB issued Accounting Standards Update No. 2016113, Financial Instruments 1 Credit
Losses (Topic 326) ("ASU No. 2016113"). ASU No. 2016113 replaces the incurred loss impairment methodology for
measuring credit losses on financial instruments requiring consideration for a broader range of information in
determining timing of when such losses are recorded. ASU No. 2016113 is effective for the Company in the first quarter
of 2020, with early adoption permitted, and is to be applied using a modified retrospective approach. The Company is
currently evaluating the potential effects of adopting the provisions of ASU No. 2016113 on it consolidated financial
statements.
In August 2016, the FASB issued ASU 2016115, Statement of Cash Flows (“ASU 2016115”) ASU 2016115
which reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The new
standard will become effective for the Company beginning with the first quarter of 2018, with early adoption permitted.
The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.
In October 2016, the FASB issued ASU 2016116, “Income Taxes (Topic 740): Intra#Entity Transfers of Assets
Other Than Inventory.” This amendment is intended to improve accounting for the income tax consequences of intra1
entity transfers of assets other than inventory. In accordance with this guidance, an entity should recognize the income
tax consequences of an intra1entity transfer of an asset other than inventory when the transfer occurs. The ASU is
effective for the Company beginning in fiscal 2019. Early adoption is permitted in fiscal 2018 with modified
retrospective application. The Company is continuing to evaluate the impact of the adoption of this guidance on its
consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017109, “Scope of Modification Accounting”, to reduce diversity in
practice and provide clarity regarding existing guidance in ASC 718, “Stock Compensation”. The amendments in this
updated guidance clarify that an entity should apply modification accounting in response to a change in the terms and
conditions of an entity’s share1based payment awards unless three newly specified criteria are met. This guidance is
effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period.
Early adoption is permitted. The Company has evaluated the potential impacts of this updated guidance, and it does not
expect the adoption of this guidance to have a material impact on its consolidated financial statements and related
disclosures.
In August 2017, the FASB issued ASU No. 2017112, Derivatives and Hedging (Topic 815) – Targeted
Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to
better portray the economic results of an entity’s risk management activities in its financial statements. The amendments
in this update also make certain targeted improvements to simplify the application of the hedge accounting guidance in
current GAAP. ASU No. 2017112 is effective for fiscal years beginning after December 15, 2018, including interim
periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the
update. The company is currently assessing the impact this ASU will have on its consolidated financial statements.
F119
3. Balance Sheet Detail
Equipment and leasehold improvements, net consist of the following as of December 31:
Equipment
Leasehold improvements
Less accumulated depreciation and amortization
2017
2016
$ 1,988 $ 1,638
1,317
2,955
(1,018)
$ 1,828 $ 1,937
1,335
3,323
(1,495)
During 2016, the Company wrote off $2.4 million in fully depreciated leasehold improvements and equipment primarily
used in our former corporate headquarters which we relocated from in October 2016.
Accounts receivable – long term, net consist of the following as of December 31:
Total amount due from customer
Less discount
Less current portion included in accounts receivable, current
2017
2016
$ 20,886 $ 25,974
(908)
(14,398)
$ 7,437 $ 10,668
(912)
(12,537)
Accounts payable and accrued expenses consist of the following as of December 31:
Trade accounts payable
Accrued expenses
2017
2016
$ 60,131 $ 72,093
3,994
$ 64,013 $ 76,087
3,882
Accumulated other comprehensive (loss) consists of the following as of December 31:
Foreign currency translation adjustments
4. Income Taxes
2017
$
$
(913) $
(913) $
2016
(1,611)
(1,611)
Deferred tax attributes resulting from differences between the tax basis of assets and liabilities and the reported
amounts in the consolidated balance sheet at December 31, 2017 and 2016 are as follows:
Non#current assets
Accruals and reserves
Deferred rent credit
Depreciation and amortization
Total deferred tax assets
2017
2016
$ 331 $ 546
283
(413)
$ 416
161
(354)
$ 138
F120
The provision for income taxes is as follows:
Current:
Federal
State
Foreign
Deferred:
Federal
State
Effective Tax Rate
Year ended December 31,
2016
2015
2017
$ 2,253
552
408
3,213
$ 2,515
55
357
2,927
$ 2,779
61
231
3,071
273
5
278
$ 3,491
102
3
105
$ 3,032
40.8 % 33.9 % 34.2 %
(40)
(3)
(43)
$ 3,028
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:
Statutory rate applied to pretax income
State income taxes, net of federal income tax benefit
Potential state tax obligations, net of federal tax benefit
Impact of new tax law
Foreign income taxes under U.S. statutory rate
Other items
Income tax expense
2017
Year ended December 31,
2015
2016
$ 2,908 $ 3,037 $ 3,012
39
—
—
(44)
21
$ 3,491 $ 3,032 $ 3,028
36
375
189
(70)
53
36
—
—
(64)
23
The Company receives a tax deduction from the income realized by employees on the exercise of certain non1
qualified stock options and restricted stock awards for which the tax effect of the difference between the book and tax
deduction is recognized as a component of current income tax.
The Company has analyzed filing positions in all of the federal and state 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
consolidated tax return and its state tax return in New Jersey and its Canadian tax return as major tax jurisdictions. As of
December 31, 2017, the Company’s 2014 through 2016 Federal tax returns remain open for examination, as the
Company recently concluded an Internal Revenue Service examination for the 2011 and 2012 tax years. This
examination resulted in no change to the previously filed Federal corporate tax returns. The Company’s New Jersey and
Canadian tax returns are open for examination for the years 2014 through 2016. During 2017, the Company recorded an
accrual of $0.4 million, net of federal tax benefit, for potential liabilities for state income taxes in states which have
enacted economic nexus statutes and the Company has not filed income tax returns. 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 past experience and interpretations of tax law applied to the facts of each matter.
F121
For financial reporting purposes, income before income taxes includes the following components:
United States
Foreign
Year ended December 31,
2017
2016
2015
$ 6,929 $ 7,514 $ 7,937
1,624
1,419
921
$ 8,553 $ 8,933 $ 8,858
The Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to
the U.S. income tax law. Effective in 2018, the Tax Act reduces U.S. statutory tax rates from 34% to 21%. Accordingly,
we remeasured our deferred taxes as of December 31, 2017 to reflect the reduced rate that will apply in future periods
when these deferred taxes are settled or realized, resulting in a one1time $0.1 million net tax expense in 2017.
Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we
have made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of
December 31, 2017. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance
issued by the Internal Revenue Service, and other standard1setting bodies, we may make adjustments to the provisional
amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in
which adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018.
5. Credit Facility
On November 15, 2017, the Company entered into a $20,000,000 revolving credit facility (the “Credit
Facility”) with Citibank, N.A. (“Citibank”) pursuant to a Second Amended and Restated Revolving Credit Loan
Agreement (the “Loan Agreement”), Second Amended and Restated Revolving Credit Loan Note (the “Note”), Second
Amended and Restated Security Agreement (the “Security Agreement”) and Second Amended and Restated Pledge and
Security Agreement (the “Pledge Agreement”). The Credit Facility, which will be used for working capital and general
corporate purposes, matures on August 31, 2020, at which time the Company must pay all outstanding principal of all
outstanding loans plus all accrued and unpaid interest, and any, fees, costs and expenses. In addition, the Company will
pay regular monthly payments of all accrued and unpaid interest. The interest rate for any borrowings under the Credit
Facility is subject to change from time to time based on the changes in the LIBOR Rate, as defined in the Loan
Agreement (the “Index”). The Index was 1.56% at December 31, 2017. Interest on the unpaid principal balance of the
Note will be calculated using a rate of 1.50 percentage points over the Index. If the Index becomes unavailable during
the term of the Credit Facility, interest will be based upon the Prime Rate (as defined in the Loan Agreement) after
notifying the Company. The Credit Facility is secured by the assets of the Company.
Among other affirmative covenants set forth in the Loan Agreement, the Company must maintain (i) a
minimum Debt Service Coverage Ratio (as defined in the Loan Agreement) of not less than 2.0 to 1.0, (ii) a maximum
Leverage Ratio (as defined in the Loan Agreement) of at least 2.5 to 1.0, and (iii) a minimum Collateral Coverage Ratio
(as defined in the Loan Agreement) of not less than 1.5 to 1.0. Additionally, the Loan Agreement contains negative
covenants prohibiting, among other things, the creation of certain liens, the alteration of the nature or character of the
Company’s business, and transactions with the Company’s shareholders, directors, officers, subsidiaries and/or affiliates
other than with respect to (i) the repurchase of the issued and outstanding capital stock of the Company from the
stockholders of the Company or (ii) the declaration and payment of dividends to the stockholders of the Company.
At December 31, 2017, the Company had no borrowings outstanding under the Credit Facility. The Company
incurred $ 0.1 million of interest expense, related to the Credit Facility for the year ended December 31, 2017 and no
interest expense for 2016 and 2015.
F122
6. Stockholders’ Equity and Stock Based Compensation
At the annual stockholder’s meeting held on June 14, 2006, the Company’s stockholders approved the 2006
Stock1Based Compensation Plan (the “2006 Plan”). The 2006 Plan authorizes the grant of Stock Options, Stock Units,
Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses, and other equity1based awards. The
number of shares of Common Stock initially available under the 2006 Plan was 800,000. As of December 31, 2017,
there are no shares of common stock available for future award grants to employees and directors under this plan.
At the annual stockholder’s meeting held on June 6, 2012, the Company’s stockholders approved the 2012
Stock1Based Compensation Plan (the “2012 Plan”). The 2012 Plan authorizes the grant of Stock Options, Stock Units,
Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity1based awards. The total
number of shares of Common Stock initially available for award under the 2012 Plan was 600,000. As of December 31,
2017, the number of shares of Common stock available for future award grants to employees and directors under the
2012 Plan is 245,846.
During 2016, the Company granted a total of 171,252 shares of Restricted Stock to officers, directors and
employees. These shares of Restricted Stock vest between twelve and twenty equal quarterly installments. In 2016, a
total of 7,167 shares of Restricted Stock were forfeited as a result of directors and employees terminating employment
with the Company.
During 2017, the Company granted a total of 87,076 shares of Restricted Stock to officers, and employees.
These shares of Restricted Stock vest between twelve and twenty equal quarterly installments. In 2017, a total of 22,694
shares of Restricted Stock were forfeited as a result of directors and employees terminating employment with the
Company.
Changes during 2016 and 2017 of options outstanding under the Company’s combined plans (i.e. the 2012 Plan,
the 2006 Plan) were as follows:
Outstanding at January 1, 2016
Granted in 2016
Canceled in 2016
Exercised in 2016
Outstanding at December 31, 2016
Granted in 2017
Canceled in 2017
Exercised in 2017
Outstanding at December 31, 2017
Exercisable at December 31, 2017
of
Number
Weighted
Average
Exercise
Price
12.85
—
12.85
12.85
—
—
—
—
—
—
Options
50,640
—
6,000
44,640
—
—
—
—
—
— $
There were no options exercisable at December 31, 2017 and 2016, respectively.
Under the various plans, options that are cancelled can be reissued. At December 31, 2017, no options were
reserved for future issuance.
F123
A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s 2006 Plan and
2012 Plan as of December 31, 2017, and 2016 and changes during the years ended December 31, 2017, and 2016 is as
follows:
Nonvested shares at January 1, 2016
Granted in 2016
Vested in 2016
Forfeited in 2016
Nonvested shares at December 31, 2016
Granted in 2017
Vested in 2017
Forfeited in 2017
Nonvested shares at December 31, 2017
Weighted
Average Grant
Date
Fair Value
Shares
123,329 $
171,252
(101,333)
(7,167)
186,081 $
87,076
(88,645)
(22,694)
161,818 $
16.34
17.03
14.57
15.98
15.58
18.25
15.23
15.50
15.98
As of December 31, 2017, there was approximately $2.6 million of total unrecognized compensation cost
related to nonvested share1based compensation arrangements. The unrecognized compensation cost is expected to be
recognized over a weighted1average period of 3.1 years.
For the years ended December 31, 2017, 2016 and 2015, the Company recognized share1based compensation
cost of approximately $1.5 million, $1.7 million and $1.2 million, respectively, which is included in selling, general and
administrative expenses. The Company does not capitalize any share1based compensation cost.
7. Defined Contribution Plan
The Company maintains a defined contribution plan covering substantially all domestic 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 6% of their compensation. During the years ended December 31, 2017, 2016 and 2015, the Company expensed
approximately $237 thousand, $211 thousand and $211 thousand, respectively, related to this plan.
8. Commitments and Contingencies
Leases
Operating leases primarily relate to the lease of the space used for our operations in Eatontown, New Jersey,
Mesa, Arizona, Mississauga, Canada and Amsterdam, Netherlands. Future minimum rental commitments under non1
cancellable operating leases are as follows:
2018
2019
2020
2021
2022
Thereafter
$
508
460
438
405
414
2,035
$ 4,260
Rent expense for the years ended December 31, 2017, 2016 and 2015 was approximately $509 thousand, $455
thousand and $327 thousand, respectively.
F124
Employment Agreements
In the event that Simon Nynens, President and Chief Executive officer, employment is terminated without cause
or by the rendering of a non1renewal notification, he is entitled to receive a severance payment equal to twelve months
cash compensation, immediate vesting of all outstanding equity awards, and to purchase the car used by him at the “buy1
out” price of any lease or fair market value, as applicable. Additionally, in the event that a change of control of the
Company occurs (as described in the employment agreement), Mr. Nynens’ outstanding equity awards become
immediately vested and he is entitled to receive a lump1sum payment equal to 2.9 times his then annual salary and actual
incentive bonus earned in the year prior to such change in control.
The Company has entered into employment agreements with its Senior Vice President, Vice President and
Chief Information Officer, Vice President New Business Development, Vice President and Chief Financial Officer, and
Vice President and Chief Accounting Officer, under which they are entitled to a severance payment and severance
payments, respectively for six months at the then applicable annual base salary if the Company terminates their
respective employment for any reason other than for cause.
The Executive Vice President and Vice President New Business Development are also entitled to receive
continuation of certain employee benefits and their outstanding equity awards become immediately vested if the
Company terminates their respective employment for any reason other than for cause.
Additionally, in the event that a change of control of the Company occurs (as described in the employment
agreement), the Chief Financial Officer’s outstanding equity awards become immediately vested and he is entitled to
receive a lump1sum payment equal to 1.0 times his then annual salary and actual incentive bonus earned in the year prior
to such change in control.
Other
As of December 31, 2017, 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 5 (Credit Facility). Other than
employment arrangements and other management compensation arrangements, the Company is not engaged in any
transactions with related parties.
9. Industry, Segment and Geographic 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
in the USA and Canada. We also operate a sales branch in Europe to serve our customers in this region of the world.
Geographic revenue and identifiable assets related to operations as of and for the years ended December 31,
2017, 2016 and 2015 were as follows. Revenue is allocated to a geographic area based on the location of the sale, which
is generally the customer’s country of domicile. No one country other than the USA represents more than 10% of net
sales for 2017, 2016 or 2015.
2017
2016
2015
Net sales to Unaffiliated Customers:
USA
Canada
Rest of the world
Total
F125
$ 389,925 $ 364,989 $ 336,110
23,957
22,023
$ 449,379 $ 418,131 $ 382,090
28,491
24,651
30,289
29,165
Identifiable Assets by Geographic Areas at December 31,
2017
2016
2015
USA
Canada
Total
$ 95,516 $ 106,014 $ 87,679
6,403
$ 102,725 $ 113,698 $ 94,082
7,684
7,209
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 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 “Lifeboat Distribution” segment
distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators
worldwide. The “TechXtend” segment is a value1added reseller of software, hardware and services for corporations,
government organizations and academic institutions in the USA and Canada.
As permitted by FASB ASC Topic 280, the Company has utilized the aggregation criteria in combining its
operations in Canada with the domestic segments as they provide the same products and services to similar clients and
are considered together when the CODM decides how to allocate resources.
Segment income is based on segment revenue less the respective segment’s cost of revenues 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 a business unit. The Company only
identifies accounts receivable and inventory by segment as shown below as “Selected Assets” by segment; it does not
allocate its other assets, including capital expenditures by segment.
Year Ended December 31,
2016
2015
2017
Revenue:
Lifeboat Distribution
TechXtend
Gross Profit:
Lifeboat Distribution
TechXtend
Direct Costs:
Lifeboat Distribution
TechXtend
Segment Income Before Taxes:
Lifeboat Distribution
TechXtend
Segment Income Before Taxes
General and administrative
Interest, net
Foreign currency translation
Income before taxes
$ 417,427
31,952
449,379
$ 369,519 $ 339,708
42,382
382,090
48,612
418,131
$
$
$
$
$
23,183
3,893
27,076
7,952
1,879
9,831
15,231
2,014
17,245
9,432
699
41
8,553
$
$
$
$
$
22,349 $
4,982
27,331
21,530
5,043
26,573
7,478 $
2,098
9,576
7,719
2,269
9,988
14,871 $
2,884
17,755
13,811
2,774
16,585
9,139 $
318
(1)
8,933 $
8,075
368
(20)
8,858
F126
Selected Assets By Segment:
Lifeboat Distribution
TechXtend
Segment Select Assets
Corporate Assets
Total Assets
As of
As of
December 31, December 31,
2017
2016
$
72,806 $
21,200
94,006
8,719
64,558
32,202
96,760
16,938
$ 102,725 $ 113,698
The Company had two customers that each accounted for more than 10% of total sales for 2017. For the year
ended December 31, 2017, Software House International Corporation (SHI”), and CDW Corporation (“CDW”)
accounted for 23.0%, and 19.4%, respectively, of consolidated net sales and, as of December 31, 2017, 15.1% and
28.6%, respectively, of total net accounts receivable. For the year ended December 31, 2017, Sophos and Solarwinds
accounted for 26.4% and 14.7%, respectively of our consolidated purchases.
For the year ended December 31, 2016, SHI, and CDW accounted for 19.6%, and 17.9%, respectively, of
consolidated net sales. For the year ended December 31, 2016, Sophos and Solarwinds accounted for 23.1% and 10.8%,
respectively of our consolidated purchases.
For the year ended December 31, 2015, SHI, and CDW accounted for 19.0%, and 17.9%, respectively, of
consolidated net sales. For the year ended December 31, 2015, Sophos was the only individual vendor from whom our
purchases exceeded 10% of our total purchases and accounted for 24.2% of our total purchases.
Our top five customers accounted for 52%, 48%, and 52% of consolidated net sales in 2017, 2016 and 2015,
respectively.
10. Quarterly Results of Operations (Unaudited)
The following table presents summarized quarterly results for 2017:
First
Second
Third
Fourth
Net sales
Gross profit
Net income
$ 112,795 $ 102,982 $ 106,646 $ 126,956
7,502
1,128
6,758
1,319
6,572
1,273
6,244
1,341
Basic net income per common share1(restated)
Diluted net income per common share1(restated)
$
$
0.29 $
0.29 $
0.28 $
0.28 $
0.30 $
0.30 $
0.25
0.25
The following table presents summarized quarterly results for 2016:
First
Second
Third
Fourth
Net sales
Gross profit
Net income
$ 93,323 $ 105,257 $ 99,586 $ 119,965
8,006
1,967
6,372
1,378
5,953
1,029
7,000
1,527
Basic net income per common share1(restated)
Diluted net income per common share1(restated)
$
$
0.22 $
0.22 $
0.32 $
0.32 $
0.29 $
0.29 $
0.43
0.43
F127
The following table presents the expected quarterly impact on net sales of the adoption of ASC 606 Revenue From
Contracts With Customers (See Note 2) for the year ended December 31, 2017 and 2016, as if adoption of the new
standard occurred on January 1, 2016.
Quarter:
First
Second
Third
Fourth
Total net sales
Quarter:
First
Second
Third
Fourth
Total net sales
Year ended December 31, 2017
Expected Impact
of Adoption
As
Reported
As
Adjusted
$ 112,795 $
102,982
106,646
126,956
$ 449,379 $
$
(74,704)
(63,961)
(67,627)
(82,520)
(288,812) $
38,091
39,021
39,019
44,436
160,567
Year ended December 31, 2016
Expected Impact
of Adoption
As
Reported
As
Adjusted
$ 93,323 $
105,257
99,586
119,965
$ 418,131 $
$
(58,141)
(58,989)
(60,981)
(75,411)
(253,522) $
35,182
46,268
38,605
44,554
164,609
F128
Wayside Technology Group, Inc. and Subsidiaries
Schedule II11Valuation and Qualifying Accounts
(Amounts in thousands)
Description
Year ended December 31, 2015
Allowances for accounts receivable
Reserve for inventory obsolescence
Year ended December 31, 2016
Allowances for accounts receivable
Reserve for inventory obsolescence
Year ended December 31, 2017
Allowances for accounts receivable
Reserve for inventory obsolescence
Charged to
Beginning Cost and
Balance
Expense
Deductions
Ending
Balance
$ 1,819 $
10 $
$
(181) $
13 $
(30) $ 1,668
16
7 $
$ 1,668 $
16 $
$
644 $
3 $
19 $ 2,293
15
4 $
$ 2,293 $
15 $
$
(178) $
— $
13 $ 2,102
12
3 $
F129
Note 3
Table 2 (Level 4)
Total amount due from customer
Less discount
Less current portion included in accounts receivable, current
Note 2 (Table 2 and 3 for level 3)
2017
2016
$ 20,886 $ 25,974
(908)
(14,398)
$ 7,437 $ 10,668
(912)
(12,537)
Year Ended December 31,
2017
Net Sales
Cost of Sales
Gross profit
Income from operations
Net Income
Basic and diluted income per common share
Net Sales
Cost of Sales
Gross profit
Income from operations
Net Income
Basic and diluted income per common share
As
( in thousands except per share data)
Expected Impact
of Adoption
As
Adjusted
Reported
449,379 $
422,303
27,076
7,813
5,062
1.13
$
$
$
$
$
$
(288,812)
(288,812)
—
—
—
—
$
160,567
133,491
27,076
7,813
5,062
1.13
$
$
$
$
Year Ended December 31,
2016
As
( in thousands except per share data)
Expected Impact
of Adoption
As
Adjusted
Reported
$
418,131
$
390,800
27,331
8,616
5,901
1.25
$
$
$
$
$
(253,522)
(253,522)
—
—
—
—
$
164,609
137,278
27,331
8,616
5,901
1.25
$
$
$
$
Year Ended December 31,
2015
As
( in thousands except per share data)
Expected Impact
of Adoption
As
Adjusted
Reported
Net Sales
Cost of Sales
Gross profit
Income from operations
Net Income
Basic and diluted income per common share
$
382,090
$
355,517
26,573
8,510
5,830
1.22
$
$
$
$
$
(218,356)
(218,356)
—
—
—
—
$
163,734
137,161
26,573
8,510
5,830
1.22
$
$
$
$
F130
Hardware and software product
Software 1 security & highly interdependent with support
Maintenance, support & other services
Net sales
Cost of sales
Gross profit
Hardware and software product
Software 1 security & highly interdependent with support
Maintenance, support & other services
Net sales
Cost of sales
Gross profit
Hardware and software product product
Software 1 security & highly interdependent with support
Maintenance, support & other services
Net sales
Cost of sales
Gross profit
Year Ended December 31,
As
Reported
2017
Expected Impact
of Adoption
$ 143,920 $
120,806
184,653
449,379
422,303
$
27,076 $
1
(114,867)
(173,945)
(288,812)
(288,812)
1
As
Adjusted
143,920
5,939
10,708
160,567
133,491
27,076
Year Ended December 31,
As
Reported
$ 148,949 $
95,438
173,744
418,131
390,800
$
27,331 $
2016
Impact of
Adoption
0
(90,522)
(163,000)
(253,522)
(253,522)
0
As
Adjusted
148,949
4,916
10,744
164,609
137,278
27,331
Year Ended December 31,
As
Reported
$ 148,444 $
77,100
156,546
382,090
355,517
$
26,573 $
2015
Impact of
Adoption
1
(73,192)
(145,164)
(218,356)
(218,356)
1
As
Adopted
148,444
3,908
11,382
163,734
137,161
26,573
F131