Climb Global Solutions, Inc. 10-Q

Item 1. FINANCIAL STATEMENTS ​ Wayside Technology Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Amounts in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 2020 ​ ​ (unaudited) ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 29,934 ​ $ 29,348 ​ Accounts receivable, net of allowances of $ 940 and $ 892 , respectively ​ ​ 98,413 ​ 93,821 ​ Inventory, net ​ ​ 3,685 ​ 4,936 ​ Vendor prepayments and advances ​ ​ 3,950 ​ ​ 1,235 ​ Prepaid expenses and other current assets ​ ​ 4,181 ​ 3,837 ​ Total current assets ​ ​ 140,163 ​ 133,177 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equipment and leasehold improvements, net ​ ​ 1,999 ​ 2,308 ​ Goodwill ​ ​ 17,133 ​ ​ 16,816 ​ Other intangibles, net ​ ​ 10,136 ​ ​ 10,625 ​ Right-of-use assets, net ​ ​ 1,610 ​ ​ 1,933 ​ Accounts receivable-long-term, net ​ ​ 97 ​ 304 ​ Other assets ​ ​ 494 ​ 257 ​ Deferred income tax assets ​ ​ 104 ​ 113 ​ Total assets ​ $ 171,736 ​ $ 165,533 ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 118,272 ​ $ 116,692 ​ Lease liability, current portion ​ ​ 441 ​ ​ 490 ​ Total current liabilities ​ ​ 118,713 ​ 117,182 ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease liability, net of current portion ​ ​ 1,818 ​ ​ 2,167 ​ Deferred income tax liabilities ​ ​ 1,738 ​ ​ 1,467 ​ Total liabilities ​ ​ 122,269 ​ ​ 120,816 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Common stock, $ .01 par value; 10,000,000 shares authorized; 5,284,500 shares issued: 4,385,785 and 4,361,997 shares outstanding, respectively ​ ​ 53 ​ 53 ​ Additional paid-in capital ​ ​ 31,761 ​ 31,962 ​ Treasury stock, at cost, 852,863 and 922,503 shares, respectively ​ ​ ( 13,687 ) ​ ( 14,747 ) ​ Retained earnings ​ ​ 31,696 ​ 28,191 ​ Accumulated other comprehensive loss ​ ​ ( 356 ) ​ ( 742 ) ​ Total stockholders’ equity ​ ​ 49,467 ​ 44,717 ​ Total liabilities and stockholders' equity ​ $ 171,736 ​ $ 165,533 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 3 Table of Contents Wayside Technology Group, Inc. and Subsidiaries Condensed Consolidated Statements of Earnings (Unaudited) (Amounts in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ Three months ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2021 2020 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 207,074 ​ $ 180,124 ​ $ 68,911 ​ $ 60,919 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 173,934 ​ 157,609 ​ 57,592 ​ 53,682 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 33,140 ​ 22,515 ​ 11,319 ​ 7,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative expenses ​ 24,312 ​ 16,866 ​ 7,761 ​ 5,993 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Legal and financial advisory expenses, net - unsolicited bid and related matters ​ ​ — ​ ​ 1,752 ​ ​ — ​ ​ ( 81 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition related costs ​ ​ — ​ ​ 982 ​ ​ — ​ ​ 344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization and depreciation expense ​ ​ 1,177 ​ ​ 403 ​ ​ 381 ​ ​ 164 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ 7,651 ​ 2,512 ​ 3,177 ​ 817 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest, net ​ 362 ​ 105 ​ 60 ​ 19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency transaction (loss) gain ​ ​ ( 107 ) ​ ​ 211 ​ ​ ( 41 ) ​ ​ ( 67 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before provision for income taxes ​ 7,906 ​ 2,828 ​ 3,196 ​ 769 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ 2,155 ​ 881 ​ 756 ​ 239 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 5,751 ​ $ 1,947 ​ $ 2,440 ​ $ 530 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income per common share-Basic ​ $ 1.31 ​ $ 0.44 ​ $ 0.55 ​ $ 0.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income per common share-Diluted ​ $ 1.31 ​ $ 0.44 ​ $ 0.55 ​ $ 0.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Basic ​ 4,263 ​ 4,306 ​ ​ 4,282 ​ 4,218 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Diluted ​ 4,263 ​ 4,306 ​ 4,282 ​ 4,218 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid per common share ​ $ 0.51 ​ $ 0.51 ​ $ 0.17 ​ $ 0.17 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 4 Table of Contents Wayside Technology Group, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ Three months ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2021 2020 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 5,751 ​ $ 1,947 ​ $ 2,440 ​ $ 530 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ 386 ​ ( 152 ) ​ ( 889 ) ​ 127 ​ Other comprehensive income (loss) ​ 386 ​ ( 152 ) ​ ( 889 ) ​ 127 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income ​ $ 6,137 ​ $ 1,795 ​ $ 1,551 ​ $ 657 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 5 Table of Contents Wayside Technology Group, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) ( Amounts in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-In ​ Treasury ​ Retained ​ Comprehensive ​ ​ ​ ​ Shares Amount Capital Shares Amount Earnings Income (Loss) Total Balance at January 1, 2021 5,284,500 ​ $ 53 ​ $ 31,962 922,503 ​ $ ( 14,747 ) ​ $ 28,191 ​ $ ( 742 ) ​ $ 44,717 Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,520 ​ ​ — ​ ​ 1,520 Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 1,039 ​ ​ 1,039 Dividends paid ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 750 ) ​ ​ — ​ ​ ( 750 ) Share-based compensation expense ​ — ​ ​ — ​ ​ 279 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 279 Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ ( 883 ) ​ ( 52,190 ) ​ ​ 883 ​ ​ — ​ ​ — ​ ​ — Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 2,990 ​ ​ ( 57 ) ​ ​ — ​ ​ — ​ ​ ( 57 ) Balance at March 31, 2021 5,284,500 ​ $ 53 ​ $ 31,358 873,303 ​ $ ( 13,921 ) ​ $ 28,961 ​ $ 297 ​ $ 46,748 Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,791 ​ ​ — ​ ​ 1,791 Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 236 ​ ​ 236 Dividends paid ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 749 ) ​ ​ — ​ ​ ( 749 ) Share-based compensation expense ​ — ​ ​ — ​ ​ 337 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 337 Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ 342 ​ 20,184 ​ ​ ( 342 ) ​ ​ — ​ ​ — ​ ​ — Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 5,228 ​ ​ ( 130 ) ​ ​ — ​ ​ — ​ ​ ( 130 ) Balance at June 30, 2021 5,284,500 ​ ​ 53 ​ ​ 32,037 898,715 ​ ​ ( 14,393 ) ​ ​ 30,003 ​ ​ 533 ​ ​ 48,233 Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,440 ​ ​ — ​ ​ 2,440 Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 889 ) ​ ​ ( 889 ) Dividends paid ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 747 ) ​ ​ — ​ ​ ( 747 ) Share-based compensation expense ​ — ​ ​ — ​ ​ 637 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 637 Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ ( 913 ) ​ ( 53,932 ) ​ ​ 913 ​ ​ — ​ ​ — ​ ​ — Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 8,080 ​ ​ ( 207 ) ​ ​ — ​ ​ — ​ ​ ( 207 ) Balance at September 30, 2021 5,284,500 ​ $ 53 ​ $ 31,761 852,863 ​ $ ( 13,687 ) ​ $ 31,696 ​ $ ( 356 ) ​ $ 49,467 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-In ​ Treasury ​ Retained ​ Comprehensive ​ ​ ​ ​ Shares Amount Capital Shares Amount Earnings Income (Loss) Total Balance at January 1, 2020 5,284,500 ​ ​ 53 ​ ​ 32,874 778,807 ​ ​ ( 13,256 ) ​ ​ 26,715 ​ ​ ( 1,130 ) ​ $ 45,256 Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 836 ​ ​ — ​ ​ 836 Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 501 ) ​ ​ ( 501 ) Dividends paid ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 775 ) ​ ​ — ​ ​ ( 775 ) Share-based compensation expense ​ — ​ ​ — ​ ​ 167 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 167 Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ ( 1,080 ) ​ ( 63,810 ) ​ ​ 1,079 ​ ​ — ​ ​ — ​ ​ ( 1 ) Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 2,059 ​ ​ ( 32 ) ​ ​ — ​ ​ — ​ ​ ( 32 ) Balance at March 31, 2020 5,284,500 ​ $ 53 ​ $ 31,961 717,056 ​ $ ( 12,209 ) ​ $ 26,776 ​ $ ( 1,631 ) ​ $ 44,950 Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 581 ​ ​ — ​ ​ 581 Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 222 ​ ​ 222 Dividends paid ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 740 ) ​ ​ — ​ ​ ( 740 ) Share-based compensation expense ​ — ​ ​ — ​ ​ 234 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 234 Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ ( 813 ) ​ ( 48,068 ) ​ ​ 813 ​ ​ — ​ ​ — ​ ​ — Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 264,039 ​ ​ ( 3,489 ) ​ ​ — ​ ​ — ​ ​ ( 3,489 ) Balance at June 30, 2020 5,284,500 ​ ​ 53 ​ ​ 31,382 933,027 ​ ​ ( 14,885 ) ​ ​ 26,617 ​ ​ ( 1,409 ) ​ ​ 41,758 Net income ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 530 ​ ​ — ​ ​ 530 Translation adjustment ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 127 ​ ​ 127 Dividends paid ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 742 ) ​ ​ — ​ ​ ( 742 ) Share-based compensation expense ​ — ​ ​ — ​ ​ 636 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 636 Restricted stock grants (net of forfeitures) ​ — ​ ​ — ​ ​ ( 298 ) ​ ( 17,605 ) ​ ​ 298 ​ ​ — ​ ​ — ​ ​ — Treasury shares repurchased ​ — ​ ​ — ​ ​ — ​ 3,465 ​ ​ ( 81 ) ​ ​ — ​ ​ — ​ ​ ( 81 ) Balance at September 30, 2020 5,284,500 ​ $ 53 ​ $ 31,720 918,887 ​ $ ( 14,668 ) ​ $ 26,405 ​ $ ( 1,282 ) ​ $ 42,228 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ 6 Table of Contents Wayside Technology Group, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ ​ September 30, ​ ​ 2021 2020 Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 5,751 ​ $ 1,947 ​ Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 1,177 ​ 403 ​ Provision for doubtful accounts ​ 33 ​ ​ 130 ​ Deferred income tax expense ​ 272 ​ ( 53 ) ​ Share-based compensation expense ​ ​ 1,253 ​ ​ 1,037 ​ Amortization of discount on accounts receivable ​ ​ ( 50 ) ​ ​ ( 136 ) ​ Amortization of right-of-use assets ​ ​ 359 ​ ​ 280 ​ Change in fair value of contingent earn-out consideration ​ ​ — ​ ​ 24 ​ Changes in operating assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 4,493 ) ​ 36,608 ​ Inventory ​ 1,251 ​ ( 235 ) ​ Prepaid expenses and other current assets ​ ( 327 ) ​ ( 225 ) ​ Vendor prepayments ​ ​ 280 ​ ​ ( 2,896 ) ​ Accounts payable and accrued expenses ​ 2,647 ​ ( 3,991 ) ​ Lease liability, net ​ ​ ( 434 ) ​ ​ ( 348 ) ​ Other assets and liabilities ​ ( 251 ) ​ ( 14 ) ​ Net cash and cash equivalents provided by operating activities ​ 7,468 ​ 32,531 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ Purchase of equipment and leasehold improvements ​ ( 190 ) ​ ( 20 ) ​ Vendor advances ​ ​ ( 2,994 ) ​ ​ — ​ Payment for acquisitions, net of cash acquired ​ ​ — ​ ​ ( 1,141 ) ​ Net cash and cash equivalents used in investing activities ​ ( 3,184 ) ​ ( 1,161 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ Purchase of treasury stock ​ ( 394 ) ​ ( 3,602 ) ​ Borrowings under revolving credit facility ​ ​ — ​ ​ 6,800 ​ Repayments of borrowings under revolving credit facility ​ ​ — ​ ​ ( 6,800 ) ​ Dividends paid ​ ( 2,246 ) ​ ( 2,257 ) ​ Contingent consideration ​ ​ ( 863 ) ​ ​ — ​ Payments of deferred financing costs ​ ​ — ​ ​ ( 61 ) ​ Net cash and cash equivalents used in financing activities ​ ( 3,503 ) ​ ( 5,920 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of foreign exchange rate on cash and cash equivalents ​ ( 195 ) ​ ( 138 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase in cash and cash equivalents ​ 586 ​ 25,312 ​ Cash and cash equivalents at beginning of period ​ 29,348 ​ 14,984 ​ Cash and cash equivalents at end of period ​ $ 29,934 ​ $ 40,296 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplementary disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ Income taxes paid ​ $ 1,917 ​ $ 2,167 ​ Interest paid ​ $ 31 ​ $ 23 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 7 Table of Contents ​ Wayside Technology Group, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements September 30, 2021 (Unaudited) (Amounts in tables in thousands, except share and per share amounts) ​ 1. Basis of Presentation: ​ The accompanying unaudited condensed consolidated financial statements of Wayside Technology Group, Inc. and its subsidiaries (collectively, the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, as permitted by the rules and regulation of the Securities and Exchange Commission, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. ​ The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, stock-based compensation, evaluation of performance obligations and allocation of revenue to distinct items, contingencies and litigation. The Company bases its estimates on its 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. In the opinion of the Company’s management, all adjustments that are of a normal recurring nature, considered necessary for fair presentation of the results for the periods presented, have been included in the accompanying condensed consolidated financial statements. The Company’s actual results may differ from these estimates under different assumptions or conditions. The unaudited condensed consolidated statements of earnings for the interim periods are not necessarily indicative of results for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K filed with the Securities Exchange Commission for the year ended December 31, 2020. ​ 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. ​ Immaterial Revision of an Error for Estimated Foreign Tax Liability ​ During the third quarter, management identified that the UK had finalized The Finance Act 2021 that went into effect June 10, 2021 and therefore should have been accounted for during the second quarter of 2021. While the Company did not account for the UK tax law change regarding tax rate changes, management believes that the impact is not material to the financial statements as of and for the three and six months ended June 30, 2021 and the financial statements as of and for the nine months ended September 30, 2021 as presented herein are correct as it relates to this matter. The effect of this error on the financial statements as of June 30, 2021 and for three and six-month period ended June 30, 2021 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 ​ ​ As Previously ​ ​ ​ As ​ ​ Reported ​ Revision ​ Corrected Condensed Consolidated Balance Sheet ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income tax liabilities ​ $ 1,462 ​ $ 353 ​ $ 1,815 Total liabilities ​ $ 121,305 ​ $ 353 ​ $ 121,658 Retained earnings ​ $ 30,356 ​ $ ( 353 ) ​ $ 30,003 Total liabilities and stockholders' equity ​ $ 169,891 ​ $ — ​ $ 169,891 ​ ​ 8 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, 2021 ​ ​ As Previously ​ ​ ​ As ​ ​ Reported ​ Revision ​ Corrected Condensed Consolidated Statement of Earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ $ 615 ​ $ 353 ​ $ 968 Net income ​ $ 2,144 ​ $ ( 353 ) ​ $ 1,791 Basic earnings per share ​ $ 0.49 ​ $ ( 0.08 ) ​ $ 0.41 Diluted earnings per share ​ $ 0.49 ​ $ ( 0.08 ) ​ $ 0.41 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended June 30, 2021 ​ ​ As Previously ​ ​ ​ As ​ ​ Reported ​ Revision ​ Corrected Condensed Consolidated Statement of Earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ $ 1,046 ​ $ 353 ​ $ 1,399 Net income ​ $ 3,664 ​ $ ( 353 ) ​ $ 3,311 Basic earnings per share ​ $ 0.84 ​ $ ( 0.08 ) ​ $ 0.76 Diluted earnings per share ​ $ 0.84 ​ $ ( 0.08 ) ​ $ 0.76 ​ ​ ​ ​ 2. Recently Issued Accounting Standards: ​ In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326)” ("ASU 2016-13"). ASU 2016-13 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. Originally, ASU 2016-13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. In November 2019, FASB issued ASU 2019-10, “ Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842).” This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is planning to adopt this standard in the first quarter of fiscal 2023. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-13 on its Consolidated Financial Statements, particularly its recognition of allowances for accounts receivable. ​ 3. 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. 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 September 30, 2021 and 2020 were $ 13.1 million and $ 5.0 million, respectively. The net sales from our foreign operations for the nine months ended September 30, 2021 and 2020 were $ 45.1 million and $ 16.6 million, respectively. ​ 4. 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.” ​ 5. 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 9 Table of Contents 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. In these arrangements, as the Company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to third party maintenance, cloud services and certain security software whose intended functionality is dependent on third party maintenance. The Company allows its customers to return product for exchange or credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. The Company also provides rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience. The Company considers shipping and handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of products sold. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales. The Company disaggregates its operating revenue by segment, geography and timing of revenue recognition, which the Company believes provides a meaningful depiction of the nature of its revenue. See segment Note 16. ​ Hardware and software products sold by the Company are generally delivered via shipment from the Company’s facilities, drop shipment directly from the vendor, or by electronic delivery of keys for software products. The majority of the Company’s business involves shipments directly from its vendors to its customers, in these transactions, the Company is generally responsible for negotiating price both with the vendor and customer, payment to the vendor, establishing payment terms with the customer, product returns, and has risk of loss if the customer does not make payment. As the principal with the customer, the Company recognizes revenue upon receiving notification from the vendor that the product was shipped. Control of software products is deemed to have passed to the customer when they acquire the right to use or copy the software under license as substantially all product functionality is available to the customer at the time of sale. ​ The Company performs an analysis of the number of days of sales in-transit to customers at the end of each reporting period based on an analysis of commercial delivery terms that include drop-shipment arrangements. This analysis is the basis upon which the Company estimates the amount of net sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been delivered to the customer. Changes in delivery patterns may result in a different number of business days estimated to make this adjustment. The Company also performs a weighted average analysis of the estimated number of days between order fulfillment and beginning of the renewal term for term licenses recorded on a gross basis, and a deferral estimate is recorded for term license renewals fulfilled prior to commencement date. Generally, software products are sold with accompanying third-party delivered software assurance, which is a product that allows customers to upgrade, at no additional cost, to the latest technology if new capabilities are introduced during the period that the software assurance is in effect. The Company evaluates whether the software assurance is a separate performance obligation by assessing if the third-party delivered software assurance is critical or essential to the core functionality of the software itself. This involves considering if the software provides its original intended functionality to the customer without the updates, if the customer would ascribe a higher value to the upgrades versus the up-front deliverable, if the customer would expect frequent intelligence updates to the software (such as updates that maintain the original functionality), and if the customer chooses to not delay or always install upgrades. If the Company determines that the accompanying third-party delivered software assurance is critical or essential to the core functionality of the software license, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation. The value of the product is primarily the accompanying support delivered by a third party and therefore the Company is acting as an agent in these transactions and recognizes them on a net basis at the point the associated software license is delivered to the customer. The Company sells cloud computing solutions that utilize third-party vendors to enable customers to access data center functionality in a cloud-based solution, including storage, computing and networking and access to software in the cloud that enhances office productivity, provides security or assists in collaboration. The Company recognizes revenue for cloud computing solutions for arrangements with one-time invoicing to the customer at the time of invoice on a net basis as the Company is acting as an agent in the transaction. For monthly subscription-based arrangements, the Company is acting as an agent in the transaction and recognizes revenue as it invoices the customer for its monthly usage 10 Table of Contents on a net basis. For software licenses where the accompanying third-party delivered software assurance is not critical or essential to the core functionality, the software assurance is recognized as a separate performance obligation, with the associated revenue recognized on a net basis at the point the related software license is delivered to the customer. The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services. For each deliverable that represents a distinct performance obligation, total arrangement consideration is allocated based upon the standalone selling prices (“SSP”) of each performance obligation. SSP is determined based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through established standard prices, we use judgement and estimate the standalone selling price considering available information such as market pricing and pricing related to similar products. The Company records freight billed to its customers as net sales and the related freight costs as cost of sales when the underlying product revenue is recognized. For freight not billed to its customers, the Company records the freight costs as cost of sales. The Company’s typical shipping terms result in shipping being performed before the customer obtains control of the product. The Company considers shipping to be a fulfillment activity and not a separate performance obligation. ​ The Company pays commissions and related payroll taxes to sales personnel when customers are invoiced. These costs are recorded as selling general and administrative expenses in the period earned as all our performance obligations are complete within a short window of processing the order. ​ 6. Acquisition: 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 dollars (equivalent to $ 0.8 million USD) earn-out. The earn-out liability was paid for approximately $ 0.9 million in the third quarter of 2021. The purchase price allocation is final, with no measurement period adjustments made to the account balances recorded at the acquisition date. 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 purchase price allocation is final, with no measurement period adjustments made to the account balances recorded at the acquisition date. There were no acquisition related costs incurred during the three and nine months ended September 30, 2021, respectively. The Company incurred acquisition related costs of approximately $ 0.3 million and $ 1.0 million during the three and nine months ended September 30, 2020, respectively, in conjunction with the acquisitions of Interwork and CDF, which are reflected in the accompanying consolidated statements of earnings. 7. Goodwill and Other Intangible Assets: ​ The following table summarizes the changes in the carrying amount of goodwill for the nine months ended September 30, 2021: ​ ​ ​ ​ ​ Balance at January 1, 2021 ​ $ 16,816 Translation adjustments ​ ​ 317 Balance September 30, 2021 ​ $ 17,133 ​ 11 Table of Contents Information related to the Company’s other intangibles, net is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2021 ​ ​ Gross Carrying Amount ​ Accumulated Amortization ​ Net Carrying Amount Customer and vendor relationships ​ $ 10,522 ​ $ 876 ​ $ 9,646 Trade name ​ ​ 517 ​ ​ 31 ​ ​ 486 Non-compete ​ ​ 52 ​ ​ 48 ​ ​ 4 Total ​ $ 11,091 ​ $ 955 ​ $ 10,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020 ​ ​ Gross Carrying Amount ​ Accumulated Amortization ​ Net Carrying Amount Customer and vendor relationships ​ $ 10,361 ​ $ 272 ​ $ 10,089 Trade name ​ ​ 504 ​ ​ 5 ​ ​ 499 Non-compete ​ ​ 50 ​ ​ 13 ​ ​ 37 Total ​ $ 10,915 ​ $ 290 ​ $ 10,625 ​ Customer relationships are amortized over thirteen years . Vendor relationships are amortized between eleven and fifteen years . Trade name is amortized over fifteen years . Non-compete is amortized over one year . ​ During the three months ended September 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 nine months ended September 30, 2021 and 2020, the Company recognized total amortization expense for other intangibles, net of $ 0.7 million and $ 0.1 million, respectively. ​ Estimated future amortization expense of the Company’s other intangibles, net as of September 30, 2021 is as follows: ​ ​ ​ ​ ​ 2021 (excluding the nine months ended September 30, 2021) $ 209 2022 ​ 820 2023 ​ 820 2024 ​ 820 2025 ​ 820 Thereafter ​ 6,647 Total ​ $ 10,136 ​ ​ ​ ​ 8. Right-of-use Asset and Lease Liability: ​ The Company has entered into operating leases for office and warehouse facilities, which have terms at lease commencement that range from 2 years to 11 years . The Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and lease expense for these leases is recognized on a straight-line basis over the lease term. ​ Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of the lease payments over the lease term. As our leases do not provide a readily determinable implicit rate, we use an incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term and included in selling, general and administrative expenses. ​ 12 Table of Contents Information related to the Company’s ROU assets and related lease liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ September 30, ​ ​ ​ 2021 ​ ​ 2020 Cash paid for operating lease liabilities ​ $ 479 ​ $ 248 Right-of-use assets obtained in exchange for new operating lease obligations ​ $ 38 ​ $ 128 Weighted-average remaining lease term ​ ​ 5.4 years ​ ​ 6.5 years Weighted-average discount rate ​ ​ 3.5 % ​ ​ 3.3 % ​ Maturities of lease liabilities as of September 30, 2021 were as follows: ​ ​ ​ ​ ​ 2021 (excluding the nine months ended September 30, 2021) $ 119 2022 ​ 498 2023 ​ 534 2024 ​ 544 2025 ​ 554 Thereafter ​ 676 ​ ​ ​ 2,925 Less: imputed interest ​ ​ ( 666 ) Total lease liabilities ​ $ 2,259 ​ ​ ​ ​ Lease liabilities, current portion ​ ​ 441 Lease liabilities, net of current portion ​ ​ 1,818 Total lease liabilities ​ $ 2,259 ​ ​ 9. Fair Value: ​ The carrying amounts of financial instruments, including cash and cash equivalents, short-term accounts receivable and accounts payable approximated fair value at September 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. ​ 13 Table of Contents 10. Balance Sheet Detail: ​ Equipment and leasehold improvements consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 2020 Equipment ​ $ 2,603 ​ $ 2,482 Capitalized software ​ ​ 786 ​ ​ 777 Leasehold improvements ​ 1,753 ​ 1,760 ​ ​ 5,142 ​ 5,019 Less accumulated depreciation and amortization ​ ( 3,143 ) ​ ( 2,711 ) ​ ​ $ 1,999 ​ $ 2,308 ​ During the three months ended September 30, 2021 and 2020, the Company recorded depreciation and amortization expense of $ 0.2 million and $ 0.1 million, respectively. During the nine months ended September 30, 2021 and 2020, the Company recorded depreciation and amortization expense of $ 0.5 million and $ 0.3 million, respectively. ​ In limited circumstances, the Company offers extended payment terms to customers for periods of 12 to 36 months . The related customer receivables are classified as accounts receivable long-term and discounted to their present value at prevailing market rates at the time of sale. In subsequent periods, the accounts receivable is 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 long-term accounts receivable due within one year are reclassified to the current portion of accounts receivable. At times the Company sells receivables to a financial institution on a non-recourse basis for cash, less a discount. The net proceeds from such sales are included in the operating section of the statement of cash flows as changes in accounts receivable. Accounts receivable long term, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 2020 Total amount due from customer ​ $ 644 ​ $ 1,853 Less: unamortized discount ​ ( 14 ) ​ ( 49 ) Less: current portion included in accounts receivable ​ ( 533 ) ​ ( 1,500 ) ​ ​ $ 97 ​ $ 304 ​ The undiscounted cash flows to be received by the Company relating to these accounts receivable long-term expects to be $ 1.0 million during the 12-month period ending September 30, 2022 and less than $ 0.1 million during the 12-month periods ending September 30, 2023 and 2024 , respectively. ​ Accounts payable and accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ 2021 2020 Trade accounts payable ​ $ 110,673 ​ $ 107,045 ​ Accrued expenses ​ 7,599 ​ 9,647 ​ ​ ​ $ 118,272 ​ $ 116,692 ​ ​ ​ ​ ​ 11. 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 and Second Amended and Restated Pledge and Security Agreement. On August 31, 2020, the Company entered into an amendment to the Credit Facility (the “Amended Credit Facility”) pursuant to a First Amendment to Second Amended and Restated Revolving Credit Loan Agreement and Other Loan Documents (collectively, the “Amended Loan Agreement”) and First Allonge to Second Amended and Restated Revolving Credit Loan Note (the “Amended Note”). 14 Table of Contents ​ The Amended Credit Facility, which will continue to be used for working capital and general corporate purposes, matures on June 30, 2023, 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 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 September 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. If the Index becomes unavailable during the term of the Amended Credit Facility, interest will be based upon the Benchmark Replacement (as defined in the Amended Loan Agreement) selected by Citibank after notifying the Company. The Amended Credit Facility is secured by the assets of the Company. ​ Among other affirmative covenants set forth in the Loan Agreement, which were not amended as part of the Amended Credit Facility, 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, 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 September 30, 2021 and December 31, 2020. ​ At September 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. ​ Interest on the unpaid principal balance of the Uncommitted Credit Facility will be calculated using a rate of 1.85 percentage points over the Daily Rate, as defined in the Uncommitted Credit Facility. Amounts borrowed under the Uncommitted Credit Facility will be guaranteed by the Company. The Uncommitted Credit Facility may be cancelled at any time by Citibank London. Citibank London has the sole discretion to accept or reject any requested utilization of the Uncommitted Credit Facilitation. ​ At September 30, 2021, Wayside UK had no borrowings outstanding under the Uncommitted Credit Facility. ​ 12. Earnings Per Share: ​ Our basic and diluted earnings per share are computed using the two-class method in accordance with ASC 260. The two-class method is an earnings allocation 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. Non-vested restricted stock awards that include non-forfeitable 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. ​ 15 Table of Contents A reconciliation of the numerators and denominators of the basic and diluted per share computations follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ (Unaudited) ​ ​ ​ Nine months ended ​ Three months ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2021 2020 2021 2020 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 5,751 ​ $ 1,947 ​ $ 2,440 ​ $ 530 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less distributed and undistributed income allocated to participating securities ​ ​ 175 ​ ​ 59 ​ ​ 66 ​ ​ 16 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to common shareholders ​ ​ 5,576 ​ ​ 1,888 ​ ​ 2,374 ​ ​ 514 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares (Basic) ​ 4,263 ​ 4,306 ​ 4,282 ​ 4,218 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares including assumed conversions (Diluted) ​ 4,263 ​ 4,306 ​ 4,282 ​ 4,218 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net income per share ​ $ 1.31 ​ $ 0.44 ​ $ 0.55 ​ $ 0.13 ​ Diluted net income per share ​ $ 1.31 ​ $ 0.44 ​ $ 0.55 ​ $ 0.13 ​ ​ ​ ​ 13. Major Customers and Vendors: ​ The Company had two major vendors that accounted for 20 % and 9 %, respectively, of total purchases during the three months ended September 30, 2021 and 21 % and 12 %, respectively, of total purchases during the three months ended September 30, 2020. The Company had two major vendors that accounted for 20 % and 9 %, respectively, of total purchases during the nine months ended September 30, 2021 and 20 % and 9 %, respectively, of total purchases during the nine months ended September 30, 2020. ​ The Company had two major customers that accounted for 21 % and 18 %, respectively, of its net sales during the three months ended September 30, 2021 and 22 % and 12 %, respectively, of its net sales during the three months ended September 30, 2020. The Company had two major customers that accounted for 22 % and 17 %, respectively, of its net sales during the nine months ended September 30, 2021 and 26 % and 14 %, respectively, of its net sales during the nine months ended September 30, 2020. These same customers accounted for 16 % and 15 %, respectively, of total net accounts receivable as of September 30, 2021 and 19 % and 9 %, respectively, of total net accounts receivable as of December 31, 2020. ​ 14. Income Taxes: ​ 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’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. ​ 15. 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 September 30, 2021, the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2021 Plan is 446,068 . ​ 16 Table of Contents 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 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 September 30, 2021, the number of shares of Common Stock available under the 2012 Plan is zero . ​ During the nine months ended September 30, 2021, the Company granted a total of 106,122 shares of Restricted Stock to directors, officers and employees. These shares of Restricted Stock vest immediately or over time in sixteen equal quarterly installments. During the nine months ended September 30, 2021, a total of 20,184 shares of Restricted Stock were forfeited. ​ During the nine months ended September 30, 2020, the Company granted a total of 134,165 shares of Restricted Stock to directors, officers and employees. These shares of Restricted Stock vest immediately or over time in sixteen equal quarterly installments. During the nine months ended September 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 and 2021 Plans as of September 30, 2021, and changes during the nine months then ended is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average Grant ​ ​ ​ ​ ​ Date ​ ​ Shares ​ Fair Value Nonvested shares at January 1, 2021 122,792 ​ $ 13.37 ​ Granted in 2021 106,122 ​ 22.96 ​ Vested in 2021 ( 69,087 ) ​ 17.68 ​ Forfeited in 2021 ( 20,184 ) ​ 16.04 ​ Nonvested shares at September 30, 2021 139,643 ​ $ 18.14 ​ ​ As of September 30, 2021, there is approximately $ 2.4 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 3.0 years. During the three months ended September 30, 2021 and 2020, the Company recognized share-based compensation expense of $ 0.6 million, respectively. During the nine months ended September 30, 2021 and 2020, the Company recognized share-based compensation expense of $ 1.3 million and $ 1.0 million, respectively. ​ 16. Segment 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 worldwide. ​ 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 public 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 “Distribution” segment distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide. The “Solutions” segment is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide. 17 Table of Contents ​ As permitted by FASB ASC Topic 280, the Company has utilized the aggregation criteria in combining its operations in Canada, Europe and the United Kingdom with the domestic segments as the international operations provide the same products and services to similar clients and are considered together when the Company’s 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 an individual segment business unit. The Company only identifies accounts receivable, vendor prepayments and inventory by segment as shown below as “Selected Assets” by segment; it does not allocate its other assets, including capital expenditures by segment. The following segment reporting information of the Company is provided: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ Three months ended ​ ​ September 30, ​ September 30, ​ ​ 2021 2020 2021 2020 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 188,785 ​ $ 168,536 ​ $ 64,094 ​ $ 57,059 Solutions ​ 18,289 ​ 11,588 ​ 4,817 ​ 3,860 ​ ​ 207,074 ​ 180,124 ​ 68,911 ​ 60,919 Gross Profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 25,985 ​ $ 20,390 ​ $ 9,298 ​ $ 6,585 Solutions ​ 7,155 ​ 2,125 ​ 2,021 ​ 652 ​ ​ 33,140 ​ 22,515 ​ 11,319 ​ 7,237 Direct Costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 11,073 ​ $ 8,387 ​ $ 3,484 ​ $ 2,993 Solutions ​ 3,620 ​ 992 ​ 1,092 ​ 275 ​ ​ 14,693 ​ 9,379 ​ 4,576 ​ 3,268 Segment Income Before Taxes: (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 14,912 ​ $ 12,003 ​ $ 5,814 ​ $ 3,592 Solutions ​ 3,535 ​ 1,133 ​ 929 ​ 377 Segment Income Before Taxes ​ 18,447 ​ 13,136 ​ 6,743 ​ 3,969 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative ​ $ 9,619 ​ $ 7,487 ​ $ 3,185 ​ $ 2,725 Legal and financial advisory expenses, net - unsolicited bid and related matters ​ ​ — ​ ​ 1,752 ​ ​ — ​ ​ ( 81 ) Acquisition related costs ​ ​ — ​ ​ 982 ​ ​ — ​ ​ 344 Amortization and depreciation expense ​ ​ 1,177 ​ ​ 403 ​ ​ 381 ​ ​ 164 Interest, net ​ 362 ​ 105 ​ ​ 60 ​ ​ 19 Foreign currency transaction (loss) gain ​ ​ ( 107 ) ​ ​ 211 ​ ( 41 ) ​ ( 67 ) Income before taxes ​ $ 7,906 ​ $ 2,828 ​ $ 3,196 ​ $ 769 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Excludes general corporate expenses including interest and foreign currency transaction (loss) gain. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ ​ September 30, ​ December 31, ​ Selected Assets by Segment: ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ $ 113,441 ​ $ 106,930 ​ Solutions ​ 19,973 ​ 20,807 ​ Segment Select Assets ​ 133,414 ​ 127,737 ​ Corporate Assets ​ 38,322 ​ 37,796 ​ Total Assets ​ $ 171,736 ​ $ 165,533 ​ ​ ​ 18 Table of Contents Geographic areas and net sales mix related to operations for the three and nine months ended September 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended Three months ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ ​ Distribution Solutions ​ Total ​ Distribution Solutions ​ Total Geography ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ USA ​ $ 152,789 ​ $ 9,194 ​ $ 161,983 ​ $ 53,744 ​ $ 2,030 ​ $ 55,774 Europe and United Kingdom ​ 18,758 ​ 8,020 ​ 26,778 ​ 5,789 ​ 2,449 ​ 8,238 Canada ​ 17,238 ​ 1,075 ​ 18,313 ​ 4,561 ​ 338 ​ 4,899 Total net sales ​ $ 188,785 ​ $ 18,289 ​ $ 207,074 ​ $ 64,094 ​ $ 4,817 ​ $ 68,911 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transferred at a point in time where the Company is principal (1) ​ $ 171,151 ​ $ 13,064 ​ $ 184,215 ​ $ 57,917 ​ $ 3,167 ​ $ 61,084 Transferred at a point in time where the Company is agent (2) ​ 17,634 ​ 5,225 ​ 22,859 ​ 6,177 ​ 1,650 ​ 7,827 Total net sales ​ $ 188,785 ​ $ 18,289 ​ $ 207,074 ​ $ 64,094 ​ $ 4,817 ​ $ 68,911 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended Three months ended ​ ​ September 30, 2020 ​ September 30, 2020 ​ ​ Distribution Solutions ​ Total ​ Distribution Solutions ​ Total Geography ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ USA ​ $ 154,727 ​ $ 10,251 ​ $ 164,978 ​ $ 53,857 ​ $ 3,553 ​ $ 57,410 Europe and United Kingdom ​ 6,283 ​ — ​ 6,283 ​ 1,748 ​ — ​ 1,748 Canada ​ 7,526 ​ 1,337 ​ 8,863 ​ 1,454 ​ 307 ​ 1,761 Total net sales ​ $ 168,536 ​ $ 11,588 ​ $ 180,124 ​ $ 57,059 ​ $ 3,860 ​ $ 60,919 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transferred at a point in time where the Company is principal (1) ​ $ 155,038 ​ $ 10,913 ​ $ 165,951 ​ $ 52,706 ​ $ 3,664 ​ $ 56,370 Transferred at a point in time where the Company is agent (2) ​ 13,498 ​ 675 ​ 14,173 ​ 4,353 ​ 196 ​ 4,549 Total net sales ​ $ 168,536 ​ $ 11,588 ​ $ 180,124 ​ $ 57,059 ​ $ 3,860 ​ $ 60,919 ​ (1) Includes net sales from third-party hardware and software products. ​ (2) Includes net sales from third-party maintenance, software support and services. ​ Geographic identifiable assets related to operations as of September 30, 2021 and December 31, 2020 were as follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, Identifiable Assets by Geographic Areas ​ 2021 2020 ​ USA ​ $ 110,114 ​ $ 114,126 ​ Canada ​ ​ 20,649 ​ ​ 18,514 ​ Europe and United Kingdom ​ ​ 40,973 ​ ​ 32,893 ​ Total ​ $ 171,736 ​ $ 165,533 ​ ​ ​ ​ ​ ​ 19 Table of Contents 17. Related Party Transactions: ​ The Company made sales to a customer where a member of our Board of Directors is an executive. During the three months ended September 30, 2021 and 2020, net sales to this customer totaled approximately $ 0.1 million, respectively. During the nine months ended September 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 September 30, 2021 and December 31, 2020 were approximately $ 0.1 million, respectively, which were settled in cash subsequent to each period end. ​ 18. Unsolicited Bid and Shareholder Demand: ​ On April 16, 2020 (the “Effective Date”), the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Simon Nynens, Shepherd Kaplan Krochuk, LLC, North & Webster SSG, LLC, and each of Dennis Crowley, David Shepherd, David Kaplan, Timothy Krochuk and Samuel Kidston relating to an unsolicited bid and shareholder demand. Pursuant to the Settlement Agreement, the Company agreed to purchase all of Mr. Nynens’ 261,631 shares of the Common Stock owned, of record or beneficially, as of the Effective Date, at fair market value, as defined in the agreement. ​ 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 in legal and advisory expenses, net during the three months ended September 30, 2021 and realized reimbursement for insurance proceeds during the three months ended September 31, 2020, respectively, related to the above matter. The Company incurred zero and $ 1.8 million in legal and advisory expenses, net during the nine months ended September 30, 2021 and 2020, respectively, related to the above matter. ​ 19. Risks and Uncertainties Related to the COVID-19 Pandemic: ​ In March 2020, the World Health Organization declared the novel coronavirus, COVID-19, a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. While the Company offers a full suite of solutions and services that address customer priorities across the technology landscape, it is not possible for the Company to predict the duration or magnitude of adverse results of the outbreak and its effects on the Company’s business, liquidity or results of operations at this time. As a result, many of the estimates and assumptions used in preparation of these interim financial statements required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve with respect to the pandemic, the Company’s estimates may materially change in future periods. ​ ​ ​ ​ ​ ​ ​ 20 Table of Contents