What changed in this filing

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Item 1. Financial Statements

2021-08-05 compared with 2021-05-06 · 94 added, 55 removed, 396 unchanged (27% of the section changed)

41 unchanged sentences

(Amounts in thousands, except per share data)

Six months ended

Three months ended

20 unchanged sentences

(Amounts in thousands)

Six months ended

Three months ended

17 unchanged sentences

Balance at March 31, 2021

Translation adjustment

Dividends paid

Share-based compensation expense

Restricted stock grants (net of forfeitures)

Treasury shares repurchased

Balance at June 30, 2021

Comprehensive

7 unchanged sentences

Balance at March 31, 2020

Translation adjustment

Dividends paid

Share-based compensation expense

Restricted stock grants (net of forfeitures)

Treasury shares repurchased

Balance at June 30, 2020

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(Amounts in thousands)

Three months ended

Six months ended

Cash flows from operating activities

Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities:

Adjustments to reconcile net income to net cash and cash equivalents (used in) provided by operating activities:

Depreciation and amortization expense

Provision for doubtful accounts

Deferred income tax expense

10 unchanged sentences

Other assets and liabilities

Net cash and cash equivalents provided by (used in) operating activities

Net cash and cash equivalents (used in) provided by operating activities

Cash flows from investing activities

1 unchanged sentence

Vendor advances

Net cash and cash equivalents (used in) provided by investing activities

Payment for acquisitions, net of cash acquired

Net cash and cash equivalents used in investing activities

Cash flows from financing activities

5 unchanged sentences

Effect of foreign exchange rate on cash and cash equivalents

Net increase in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

7 unchanged sentences

Notes to Condensed Consolidated Financial Statements

March 31, 2021

June 30, 2021

(Amounts in tables in thousands, except share and per share amounts)

27 unchanged sentences

Foreign currency transaction gains and losses are recorded as income or expenses as amounts are settled.

The net sales from our foreign operations for the three months ended March 31, 2021 and 2020 were $ 16.7 million and $ 4.7 million, respectively.

The net sales from our foreign operations for the three months ended June 30, 2021 and 2020 were $ 15.2 million and $ 6.9 million, respectively.

The net sales from our foreign operations for the six months ended June 30, 2021 and 2020 were $ 32.0 million and $ 11.6 million, respectively.

Comprehensive Income:

Cumulative translation adjustments have been classified within accumulated other comprehensive loss, which is a separate component of stockholders’ equity in accordance with FASB ASC Topic 220, “Comprehensive Income.”

Cumulative translation adjustments have been classified within accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity in accordance with FASB ASC Topic 220, “Comprehensive Income.”

Revenue Recognition:

The Company’s revenues primarily result from the sale of various technology products and services, including third-party products, third-party software and third-party maintenance, software support and services.

The Company recognizes revenue as control of the third-party products and third-party software is transferred to customers, which generally happens at the point of shipment or fulfilment and at the point that our customer and vendor accept the terms and conditions of the arrangement for third-party maintenance, software support and services.

The Company recognizes revenue as control of the third-party products and third-party software is transferred to customers, which generally happens at the point of shipment or fulfilment and at the point that our customers and vendors accept the terms and conditions of the arrangement for third-party maintenance, software support and services.

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party.

39 unchanged sentences

Acquisition of Interwork Technologies

On April 30, 2020, the Company completed the purchase of Interwork Technologies Inc., a Delaware corporation and Interwork Technologies Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (collectively, “Interwork”) for an aggregate purchase price of $ 5 million Canadian dollar (equivalent to $ 3.6 million USD), subject to certain working capital adjustments, paid at closing plus a potential post-closing $ 1.1 million Canadian dollar (equivalent to $ 0.8 million USD) earn-out.

The purchase price allocation is final.

The purchase consideration included approximately $ 0.8 million of potential earn-out consideration if certain targets are achieved, payable in cash.

As of March 31, 2021, the Company reassessed the earn-out liability and increased the fair value of the earn-out liability to approximately $ 0.9 million, with less than $ 0.1 million adjustment recognized within selling, general and administrative expenses during the three months ended March 31, 2021.

The earn-out liability is included in accounts payable and accrued expenses as of March 31, 2021 as payment would be due in the third quarter of 2021.

There were no acquisition related costs incurred during the three months ended March 31, 2021.

The Company incurred acquisition related costs of approximately $ 0.4 million during the three months ended March 31, 2020 in conjunction with the acquisition of Interwork, which are reflected in the accompanying consolidated statements of earnings.

As of June 30, 2021, the Company reassessed the earn-out liability and increased the fair value of the earn-out liability to approximately $ 0.9 million, with less than $ 0.1 million adjustment recognized within selling, general and administrative expenses during the six months ended June 30, 2021.

The earn-out liability is included in accounts payable and accrued expenses as of June 30, 2021 as payment would be due in the third quarter of 2021.

There were no acquisition related costs incurred during the three and six months ended June 30, 2021.

The Company incurred acquisition related costs of approximately $ 0.2 million and $ 0.6 million during the three and six months ended June, 2020, respectively, in conjunction with the acquisition of Interwork, which are reflected in the accompanying consolidated statements of earnings.

Acquisition of CDF Group Limited

On November 6, 2020, the Company entered into a Share Purchase Agreement and purchased the entire share capital of CDF Group Limited (“CDF”) for an aggregate purchase price of approximately £ 13.3 million (equivalent to approximately $ 17.4 million USD), subject to certain working capital and other adjustments.

The allocation of the purchase price was based upon the estimated fair value of CDF’s net tangible and identifiable intangible assets as of the date of the acquisition.

The allocation of the purchase price was based

upon the estimated fair value of CDF’s net tangible and identifiable intangible assets as of the date of the acquisition.

The transaction was accounted for under the purchase method of accounting.

The financial position and operating results of CDF is included in the Company’s consolidated financial statements for the three months ended March 31, 2021.

The Company recorded net revenue for CDF of approximately $ 8.4 million and net income of approximately $ 0.4 million during the three months ended March 31, 2021.

The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet and the acquisition date fair value of the total consideration transferred is depicted in the table below.

Due to the timing of the closing of the transaction in the fourth quarter of 2020, the Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily (i) the final valuation of goodwill and intangible assets, (ii) capitalized software, and (iii) the final evaluation and assessment of income tax accounts;

The financial position and operating results of CDF are included in the Company’s consolidated financial statements for the three and six months ended June 30, 2021.

The Company recorded net revenue for CDF of approximately $ 6.9 million and net income of approximately $ 0.3 million during the three months ended June 30, 2021.

The Company recorded net revenue for CDF of approximately $ 15.3 million and net income of approximately $ 0.7 million during the six months ended June 30, 2021.

The impact of the CDF acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet and the acquisition date fair value of the total consideration transferred is depicted in the table below.

The Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily (i) the final valuation of goodwill and intangible assets, (ii) capitalized software, and (iii) the final evaluation and assessment of income tax accounts;

therefore the final fair value of the assets acquired and liabilities assumed may vary from the Company’s preliminary estimates:

21 unchanged sentences

Goodwill and Other Intangible Assets:

The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 31, 2021:

The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2021:

Balance at January 1, 2021

Translation adjustments

Balance March 31, 2021

Balance June 30, 2021

Goodwill acquired through our acquisition of CDF is provisional for a period of up to one year from the acquisition date.

Information related to the Company’s other intangibles, net is as follows:

As of March 31, 2021

As of June 30, 2021

Gross Carrying Amount

12 unchanged sentences

Intangible assets acquired through our acquisition of CDF are provisional for a period of up to one year from the acquisition date.

During the three months ended March 31, 2021, the Company recognized total amortization expense for other intangibles, net of $ 0.2 million.

There was no amortization expense for other intangibles, net during the three months ended March 31, 2020.

Estimated future amortization expense of the Company’s other intangibles, net as of March 31, 2021 is as follows:

2021 (excluding the three months ended March 31, 2021)

During the three months ended June 30, 2021 and 2020, the Company recognized total amortization expense for other intangibles, net of $ 0.2 million and $ 0.1 million, respectively.

During the six months ended June 30, 2021 and 2020, the Company recognized total amortization expense for other intangibles, net of $ 0.5 million and $ 0.1 million, respectively.

Estimated future amortization expense of the Company’s other intangibles, net as of June 30, 2021 is as follows:

2021 (excluding the six months ended June 30, 2021)

Right-of-use Asset and Lease Liability:

8 unchanged sentences

Information related to the Company’s right-of-use assets and related lease liabilities were as follows:

Three months ended

Six months ended

Cash paid for operating lease liabilities

2 unchanged sentences

Weighted-average discount rate

Maturities of lease liabilities as of March 31, 2021 were as follows:

2021 (excluding the three months ended March 31, 2021)

Maturities of lease liabilities as of June 30, 2021 were as follows:

2021 (excluding the six months ended June 30, 2021)

imputed interest

3 unchanged sentences

Total lease liabilities

The carrying amounts of financial instruments, including cash and cash equivalents, short-term accounts receivable and accounts payable approximated fair value at March 31, 2021 and December 31, 2020 because of the relative short maturity of these instruments.

The carrying amounts of financial instruments, including cash and cash equivalents, short-term accounts receivable and accounts payable approximated fair value at June 30, 2021 and December 31, 2020 because of the relative short maturity of these instruments.

The Company’s accounts receivable long-term are discounted to their present value at prevailing market rates at the time of sale.

4 unchanged sentences

Less accumulated depreciation and amortization

During the three months ended March 31, 2021 and 2020, the Company recorded depreciation and amortization expense of $ 0.3 million and $ 0.2 million, respectively.

During the three months ended June 30, 2021 and 2020, the Company recorded depreciation and amortization expense of $ 0.2 million and $ 0.1 million, respectively.

During the six months ended June 30, 2021 and 2020, the Company recorded depreciation and amortization expense of $ 0.3 million and $ 0.2 million, respectively.

In limited circumstances, the Company offers extended payment terms to customers for periods of 12 to 36 months .

8 unchanged sentences

current portion included in accounts receivable

The undiscounted cash flows to be received by the Company relating to these accounts receivable long-term expects to be $ 1.5 million, $ 0.1 million and $ 0.1 million during the 12-month periods ending March 31, 2022, 2023 and 2024, respectively.

The undiscounted cash flows to be received by the Company relating to these accounts receivable long-term expects to be $ 1.0 million, $ 0.1 million and less than $ 0.1 million during the 12-month periods ending June 30, 2022, 2023 and 2024, respectively.

Accounts payable and accrued expenses consist of the following:

8 unchanged sentences

The interest rate for any borrowings under the Amended Credit Facility is subject to change from time to time based on the changes in the LIBOR Rate, as defined in the Amended Loan Agreement (the “Index”).

The Index was 2.50 % at March 31, 2021.

The Index was 2.50 % at June 30, 2021.

Interest on the unpaid principal balance of the Amended Note will be calculated using a rate of 1.75 percentage points over the Index.

3 unchanged sentences

Additionally, the Loan Agreement contains negative covenants, which were not amended as part of the Amended Credit Facility, 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.

The Company was in compliance with all such covenants at March 31, 2021 and December 31, 2020.

At March 31, 2021 and December 31, 2020, the Company had no borrowings outstanding under the Credit Facility.

Subsequent to the quarter end, on April 13, 2021, Wayside Technology UK Holdings Limited (“Wayside UK”), a wholly-owned subsidiary of the Company, entered into an uncommitted short term credit facility of £ 8,000,000 (“Uncommitted Credit Facility”) with Citibank N.A., London Branch (“Citibank London”) pursuant to certain terms and conditions.

The Company was in compliance with all such covenants at June 30, 2021 and December 31, 2020.

At June 30, 2021 and December 31, 2020, the Company had no borrowings outstanding under the Credit Facility.

On April 13, 2021, Wayside Technology UK Holdings Limited (“Wayside UK”), a wholly-owned subsidiary of the Company, entered into an uncommitted short term credit facility of £ 8,000,000 (“Uncommitted Credit Facility”) with Citibank N.A., London Branch (“Citibank London”) pursuant to certain terms and conditions.

Obligations under the Uncommitted Credit Facility are guaranteed by the Company and will be used for working capital and general corporate purposes and have a maturity date of April 13, 2022, at which time Wayside UK must pay all outstanding principal of all outstanding loans plus all accrued and unpaid interest, and any interest, fees, costs and expenses, if any.

3 unchanged sentences

Citibank London has the sole discretion to accept or reject any requested utilization of the Uncommitted Credit Facilitation.

At June 30, 2021, Wayside UK had no borrowings outstanding under the Uncommitted Credit Facility.

Earnings Per Share:

5 unchanged sentences

A reconciliation of the numerators and denominators of the basic and diluted per share computations follows:

Six months ended

Three months ended

6 unchanged sentences

Major Customers and Vendors:

The Company had two major vendors that accounted for 24 % and 9 %, respectively, of total purchases during the three months ended March 31, 2021 and 22 % and 14 %, respectively, of total purchases during the three months ended March 31, 2020.

The Company had two major customers that accounted for 20 % and 13 %, respectively, of its net sales during the three months ended March 31, 2021 and 27 % and 14 %, respectively, of its net sales during the three months ended March 31, 2020.

These same customers accounted for 18 % and 10 %, respectively, of total net accounts receivable as of March 31, 2021 and 19 % and 9 %, respectively, of total net accounts receivable as of December 31, 2020.

The Company had two major vendors that accounted for 18 % and 12 %, respectively, of total purchases during the three months ended June 30, 2021 and 16 % and 10 %, respectively, of total purchases during the three months ended June 30, 2020.

The Company had two major vendors that accounted for 21 % and 9 %, respectively, of total purchases during the six months ended June 30, 2021 and 19 % and 10 %, respectively, of total purchases during the six months ended June 30, 2020.

The Company had two major customers that accounted for 17 % and 17 %, respectively, of its net sales during the three months ended June 30, 2021 and 29 % and 18 %, respectively, of its net sales during the three months ended June 30, 2020.

The Company had two major customers that accounted for 18 % and 15 %, respectively, of its net sales during the six months ended June 30, 2021 and 29 % and 18 %, respectively, of its net sales during the six months ended June 30, 2020.

These same customers accounted for 20 % and 14 %, respectively, of total net accounts receivable as of June 30, 2021 and 19 % and 9 %, respectively, of total net accounts receivable as of December 31, 2020.

Income Taxes:

3 unchanged sentences

Stockholders’ Equity and Stock Based Compensation:

The 2021 Omnibus Incentive Plan (the “2021 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards.

The 2021 Plan was approved by the Company’s stockholders at the 2021 Annual Meeting in June 2021.

The total number of shares of the Company’s common stock, par value $ 0.01 per share (“Common Stock”) initially available for award under the 2021 Plan was 500,000 shares.

As of June 30, 2021, the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2021 Plan is 500,000 .

The 2012 Stock-Based Compensation Plan (the “2012 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards.

The total number of shares of the Company’s common stock, par value $ 0.01 per share (“Common Stock") initially available for award under the 2012 Plan was 600,000 , which was increased to 1,000,000 shares by shareholder approval at the Company’s 2018 Annual Meeting in June 2018.

As of March 31, 2021, the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2012 Plan is 331,974 .

During the three months ended March 31, 2021, the Company granted a total of 52,190 shares of Restricted Stock to officers.

The total number of shares of the Company’s Common Stock initially available for award under the 2012 Plan was 600,000 , which was increased to 1,000,000 shares by stockholder approval at the Company’s 2018 Annual Meeting in June 2018.

Immediately prior to the replacement of the 2012 Plan by the 2021 Plan, there were 352,158 shares of Common Stock available under the 2012 Plan.

The 2012 Plan has been replaced by the 2021 Plan and none of the remaining shares of Common Stock authorized under the 2012 Plan will be transferred to or used under the 2021 Plan nor will any awards under the 2012 Plan that are forfeited increase the shares available for awards under the 2021 Plan.

As of June 30, 2021, the number of shares of Common Stock available under the 2012 Plan is zero .

During the six months ended June 30, 2021, the Company granted a total of 52,190 shares of Restricted Stock to officers.

These shares of Restricted Stock vest over time in sixteen equal quarterly installments.

During the three months ended March 31, 2020, the Company granted a total of 66,560 shares of Restricted Stock to officers.

During the six months ended June 30, 2021, a total of 20,184 shares of Restricted Stock were forfeited.

During the six months ended June 30, 2020, the Company granted a total of 116,560 shares of Restricted Stock to officers and employees.

These shares of Restricted Stock vest over time in sixteen equal quarterly installments.

During the three months ended March 31, 2020, a total of 2,750 shares of Restricted Stock were forfeited.

A summary of nonvested shares of Restricted Stock awards outstanding under the 2012 Plan as of March 31, 2021, and changes during the three months then ended is as follows:

During the six months ended June 30, 2020, a total of 4,682 shares of Restricted Stock were forfeited.

A summary of nonvested shares of Restricted Stock awards outstanding under the 2012 Plan as of June 30, 2021, and changes during the six months then ended is as follows:

Average Grant

3 unchanged sentences

Forfeited in 2021

Nonvested shares at March 31, 2021

As of March 31, 2021, there is approximately $ 2.2 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements.

Nonvested shares at June 30, 2021

As of June 30, 2021, there is approximately $ 1.6 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements.

The unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.7 years.

During the three months ended March 31, 2021 and 2020, the Company recognized share-based compensation expense of $ 0.3 million and $ 0.2 million, respectively.

During the three months ended June 30, 2021 and 2020, the Company recognized share-based compensation expense of $ 0.3 million and $ 0.2 million, respectively.

During the six months ended June 30, 2021 and 2020, the Company recognized share-based compensation expense of $ 0.6 million and $ 0.4 million, respectively.

Segment Information:

12 unchanged sentences

The following segment reporting information of the Company is provided:

Six months ended

Three months ended

15 unchanged sentences

Corporate Assets

Geographic areas and net sales mix related to operations for the three months ended March 31, 2021 and 2020 were as follows.

Geographic areas and net sales mix related to operations for the three and six months ended June 30, 2021 and 2020 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.

Six months ended

Three months ended

March 31, 2021

June 30, 2021

Europe and United Kingdom

4 unchanged sentences

Total net sales

Six months ended

Three months ended

March 31, 2020

June 30, 2020

Europe and United Kingdom

6 unchanged sentences

(2) Includes net sales from third-party maintenance, software support and services.

Geographic identifiable assets related to operations as of March 31, 2021 and December 31, 2020 were as follows.

Geographic identifiable assets related to operations as of June 30, 2021 and December 31, 2020 were as follows.

Identifiable Assets by Geographic Areas

2 unchanged sentences

The Company made sales to a customer where a member of our Board of Directors is an executive.

During the three months ended March 31, 2021 and 2020, net sales to this customer totaled approximately $ 0.2 million and $ 0.1 million, respectively.

Amounts due from this customer as of March 31, 2021 and December 31, 2020 were approximately $ 0.1 million, respectively, which were settled in cash subsequent to each period end.

During the three months ended June 30, 2021 and 2020, net sales to this customer totaled approximately $ 0.1 million, respectively.

During the six months ended June 30, 2021 and 2020, net sales to this customer totaled approximately $ 0.2 million and $ 0.1 million, respectively.

Amounts due from this customer as of June 30, 2021 and December 31, 2020 were approximately $ 0.1 million, respectively, which were settled in cash subsequent to each period end.

Unsolicited Bid and Shareholder Demand:

3 unchanged sentences

On April 23, 2020, the Company purchased all of Nynens’ 261,631 shares of Common Stock at $ 13.19 per share pursuant to the Settlement Agreement, representing approximately 5.8 % of the issued and outstanding Common Stock of the Company, for an aggregate purchase price of $ 3.5 million.

The Company incurred zero and $ 1.3 million in legal and advisory expenses, net during the three months ended March 31, 2021 and 2020, respectively, related to the above matter.

The Company incurred zero and $ 0.5 million in legal and advisory expenses, net during the three months ended June 30, 2021 and 2020, respectively, related to the above matter.

The Company incurred zero and $ 1.8 million in legal and advisory expenses, net during the six months ended June 30, 2021 and 2020, respectively, related to the above matter.

Risks and Uncertainties Related to the COVID-19 Pandemic:

5 unchanged sentences

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 1. Financial Statements