What changed in this filing

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Item 4. Controls and Procedures

2021-05-06 compared with 2020-11-12 · 21 added, 34 removed, 34 unchanged (62% of the section changed)

4 unchanged sentences

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this report, 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 and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As described above, on April 30, 2020 we completed the acquisition of Interwork.

As described above, on November 6, 2020 we completed the acquisition of CDF.

SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from date of acquisition.

We are in the process of integrating Interwork’s operations within our internal control structure.

In executing this integration, we are analyzing, evaluating, and where necessary, making changes in controls and procedures related to the Interwork business.

Accordingly, management has excluded controls relating to Interwork in this quarter’s evaluation of disclosure controls and procedures.

We are in the process of integrating CDF’s operations within our internal control structure.

In executing this integration, we are

analyzing, evaluating, and where necessary, making changes in controls and procedures related to the CDF business.

Accordingly, management has excluded controls relating to CDF in this quarter’s evaluation of disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting.

Except for the acquisition of Interwork described above, there has been no change in our internal control over financial reporting identified in connection with the evaluation required

by Rule 13a-15(d) under the Exchange Act, that occurred during the three months ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Except for the acquisition of CDF described above, there has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act, that occurred during the three months ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

– Legal Proceedings

Please see Note 18 to the “Consolidated Condensed Financial Statements” of this Quarterly Report on Form 10-Q regarding certain legal proceedings that were terminated prior to the period covered by this Quarterly Report on Form 10-Q (the “Proceedings”).

A description of the Proceedings is included in Part II, Item 1, “Legal Proceedings” of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Part I, Item 3 “Legal Proceedings” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and are incorporated herein by reference.

– Risk Factors

Except as set forth below, during the quarter ended September 30, 2020, there were no material changes to the Risk Factors disclosed in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The current COVID-19 pandemic and other public health threats or outbreaks of communicable diseases could have a material adverse effect on the Company’s operations and financial results.

The Company may face risks related to public health threats or outbreaks of communicable diseases.

A widespread healthcare crisis, such as an outbreak of a communicable disease could adversely affect the global economy and the Company’s and its business partners’ ability to conduct business for an indefinite period of time.

For example, the ongoing global novel coronavirus, COVID-19, pandemic, has negatively impacted global economy, disrupted financial markets and international trade, resulted in increased unemployment levels and significantly impacted global supply chains.

In addition, federal, state, and local governments have implemented various mitigation measures, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions and limitations on business.

Some of these actions have adversely impacted the ability of the Company’s customers, vendors and other business partners to conduct business activities, and could ultimately do so for an indefinite period of time.

This could have a material adverse effect on the Company’s results of operations, financial condition, and liquidity.

In particular, the continued spread of COVID-19 and efforts to contain the virus could:

● impact customer demand of the Company’s portfolio of technology offerings;

● cause the Company to experience an increase in delayed payments from customers and uncollectable accounts;

● cause delays and disruptions in the supply chain resulting in disruptions in the fulfillment of orders;

● impact availability of qualified personnel, including workforce disruptions due to illness, quarantines, governmental actions, other restrictions, and/or the social distancing measures taken to mitigate the impact of COVID-19;

● cause other unpredictable events.

The situation surrounding COVID-19 remains fluid and the potential for a material impact on the Company’s results of operations, financial condition, and liquidity increases the longer the virus impacts activity levels in the United States and globally.

For this reason, the Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity.

The extent to which the COVID-19 pandemic may impact the Company’s business, operating results, financial condition, or liquidity will depend on future developments, including the duration of the outbreak, travel restrictions, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.

- Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth the repurchase of Common Stock by the Company and its affiliated purchasers during the third quarter of 2020.

The table below sets forth the repurchase of Common Stock by the Company and its affiliated purchasers during the first quarter of 2021.

ISSUER PURCHASE OF EQUITY SECURITIES

Part of Publicly

July 1, 2020 - July 31, 2020

August 1, 2020 - August 31, 2020

September 1, 2020 - September 30, 2020

January 1, 2021 - January 31, 2021

February 1, 2021 - February 28, 2021

March 1, 2021 - March 31, 2021

(1) Includes 2,990 shares surrendered to the Company by employees to satisfy individual tax withholding obligations upon vesting of previously issued shares of Restricted Stock.

5 unchanged sentences

The Common Stock repurchase program does not have an expiration date.

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.

– Defaults Upon Senior Securities

1 unchanged sentence

– Other Information

Form of Amended and Restated Certificate of Incorporation of the Company.

Certificate of Amendment of Restated Certificate of Incorporation of the Company.

Amended and Restated Bylaws of Wayside Technology Group, Inc.

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Dale Foster, the Chief Executive Officer (principal executive officer) of the Company.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Michael Vesey, the Vice President and Chief Financial Officer (principal financial and accounting officer) of the Company.

The following financial information from Wayside Technology Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 12, 2020, formatted in XBRL (Extensible Business Reporting Language) includes:

The following financial information from Wayside Technology Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 6, 2021, formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Stockholders’ Equity, (4) Condensed Consolidated Statements of Comprehensive Income, (5) Condensed Consolidated Statements of Cash Flows, and (6) the Notes to the Unaudited Condensed Consolidated Financial Statements.

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(1) Incorporated by reference to the exhibit of the same number to the Registrant’s Registration Statement on Form S-1 or amendments thereto (File No.

333-92810) filed on May 30, 1995, July 7, 1995 and July 18, 1995

(2) Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed on November 3, 2006.

(3) Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 6, 2020.

Pursuant to the requirements 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.

WAYSIDE TECHNOLOGY GROUP, INC

November 12, 2020

/s/ Dale Foster

Dale Foster, Chief Executive Officer (Principal Executive Officer)

November 12, 2020

/s/ Michael Vesey

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures