Climb Global Solutions, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ Market Information ​ Shares of our Common Stock, par value $0.01, trade on The NASDAQ Global Market under the symbol “WSTG”. ​ Securities Authorized for Issuance Under Equity Compensation Plans ​ The following table sets forth information, as of December 31, 2020, regarding securities authorized for issuance upon the exercise of stock options and vesting of restricted stock under all the Company’s equity compensation plans. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) ​ ​ (a) ​ (b) ​ Number of Securities Remaining Available ​ ​ Number of Securities to be Issued Upon ​ Weighted Average ​ for Future Issuance Under Equity ​ ​ Exercise of Outstanding Options and ​ Exercise Price of ​ Compensation Plans (Excluding Securities Plan Category ​ Vesting of Stock Awards ​ Outstanding Stock Awards ​ Reflected in Column (a)) Equity Compensation Plans Approved by Stockholders (1) 122,792 ​ $ 13.37 384,164 ​ Total 122,792 ​ $ 13.37 384,164 ​ (1) Includes the 2012 Plan. For plan details, please refer to Note 10 in the Notes to our Consolidated Financial Statements. ​ Dividends ​ In each of 2020 and 2019, we declared dividends totaling $0.68 per share on our Common Stock. 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. There can be no assurance that we will continue to pay comparable cash dividends in the future. ​ Shareholder Information ​ As of February 24, 2021, there were approximately 100 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. ​ 15 Table of Contents Purchases of Equity Securities ​ During the fourth quarter of 2020, we repurchased shares of our Common Stock as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ Total Number ​ ​ ​ ​ Shares That ​ ​ ​ ​ ​ ​ ​ of Shares ​ ​ ​ ​ May Yet Be ​ ​ ​ ​ ​ ​ ​ Purchased as ​ ​ ​ ​ Purchased ​ ​ ​ Total ​ Average ​ Part of Publicly ​ ​ ​ Under the ​ ​ Number ​ Price Paid ​ Announced ​ Average ​ Plans or ​ ​ of Shares ​ Per Share ​ Plans or ​ Price Paid ​ Programs Period ​ Purchased ​ (2) ​ Programs ​ Per Share ​ (3) (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1, 2020 - October 31, 2020 — ​ $ — — ​ $ — 547,488 ​ November 1, 2020 - November 30, 2020 3,416 (1) $ 22.20 — ​ $ — ​ 547,488 ​ December 1, 2020 - December 31, 2020 200 ​ $ 17.50 — ​ $ — 547,288 ​ Total 3,616 ​ $ 21.94 — ​ $ — 547,288 ​ (1) Represents 3,416 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 (3) 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) 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. On February 2, 2017, 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. ​ (4) On December 14, 2020, the Board of Directors of the Company approved and the Company entered into a written purchase plan intended to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”). Purchases involving shares of the Company’s Common Stock under the Plan may take place commencing December 14, 2020, and the Plan shall terminate upon the first to occur of (i) 100,000 shares of Common Stock under this Plan have been purchased, or (ii) the close of the Nasdaq Stock Market on July 30, 2021. ​ ​ 16 Table of Contents 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 10-K. ​ Year Ended December 31, (Amounts in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 2018 2017 2016 Consolidated Statement of Earnings Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 251,568 ​ $ 208,759 ​ $ 181,444 ​ $ 160,567 ​ $ 164,609 ​ Cost of sales ​ 218,528 ​ 178,792 ​ 154,524 ​ 133,491 ​ 137,278 ​ Gross profit ​ 33,040 ​ 29,967 ​ 26,920 ​ 27,076 ​ 27,331 ​ Selling, general and administrative expenses (1) ​ 23,929 ​ 20,894 ​ 22,283 ​ 18,786 ​ 18,419 ​ Legal and financial advisory expenses, net - unsolicited bid and related matters ​ ​ 1,586 ​ ​ 120 ​ ​ — ​ ​ — ​ ​ — ​ Acquisition related costs ​ ​ 1,518 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Amortization and depreciation expense ​ ​ 704 ​ ​ 487 ​ ​ 482 ​ ​ 477 ​ ​ 296 ​ Income from operations ​ 5,303 ​ 8,466 ​ 4,155 ​ 7,813 ​ 8,616 ​ Other income, net ​ 917 ​ 582 ​ 962 ​ 740 ​ 317 ​ Income before provision for income taxes ​ 6,220 ​ 9,048 ​ 5,117 ​ 8,553 ​ 8,933 ​ Provision for income taxes ​ 1,746 ​ 2,261 ​ 1,579 ​ 3,491 ​ 3,032 ​ Net income ​ $ 4,474 ​ $ 6,787 ​ $ 3,538 ​ $ 5,062 ​ $ 5,901 ​ Net income per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.01 ​ $ 1.51 ​ $ 0.78 ​ $ 1.13 ​ $ 1.25 ​ Diluted ​ $ 1.01 ​ $ 1.51 ​ $ 0.78 ​ $ 1.13 ​ $ 1.25 ​ Weighted average common ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 4,288 ​ 4,421 ​ 4,358 ​ 4,299 ​ 4,503 ​ Diluted ​ 4,288 ​ 4,421 ​ 4,358 ​ 4,299 ​ 4,503 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) For the year ended December 31, 2019, includes $0.1 million in expenses related to a separation and release agreement the Company entered into with its former President, Chief Executive Officer and member of the Board on May 24, 2019, consisting of $0.1 million in cash payments. For the year ended December 31, 2018, includes $2.0 million in expenses related to a separation and release agreement the Company entered into with its former Chairman and Chief Executive Officer upon his resignation on May 11, 2018, consisting of $1.7 million in accelerated vesting of restricted stock and $0.8 million in cash payments. ​ December 31, (Amounts in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 2018 2017 2016 Balance Sheet Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 29,348 ​ $ 14,984 ​ $ 14,883 ​ $ 5,530 ​ $ 13,524 ​ Working capital ​ 15,995 ​ 42,802 ​ 36,214 ​ 29,859 ​ 24,477 ​ Total assets ​ 165,533 ​ 126,281 ​ 107,971 ​ 104,690 ​ 113,698 ​ Total stockholders’ equity ​ 44,717 ​ 45,256 ​ 40,573 ​ 38,712 ​ 37,611 ​ ​ 17 Table of Contents ​ ​