What changed in this filing

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Item 1. Financial Statements

2022-05-06 compared with 2021-11-04 · 63 added, 168 removed, 342 unchanged (40% of the section changed)

4 unchanged sentences

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

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, net of allowances of $ 940 and $ 892 , respectively

Accounts receivable, net of allowance for doubtful accounts of $ 931 and $ 881 , respectively

Inventory, net

14 unchanged sentences

Deferred income tax liabilities

Non-current liabilities

Total liabilities

16 unchanged sentences

(Amounts in thousands, except per share data)

Nine months ended

Three months ended

September 30,

Cost of sales

Selling, general, and administrative expenses

Legal and financial advisory expenses, net - unsolicited bid and related matters

Acquisition related costs

Amortization and depreciation expense

2 unchanged sentences

Interest, net

Foreign currency transaction (loss) gain

Foreign currency transaction gain (loss)

Income before provision for income taxes

10 unchanged sentences

(Amounts in thousands)

Nine months ended

Three months ended

September 30,

Other comprehensive income:

Other comprehensive (loss) income:

Foreign currency translation adjustments

Other comprehensive income (loss)

Other comprehensive (loss) income

Comprehensive income

5 unchanged sentences

Comprehensive

Income (Loss)

(Loss) Income

Balance at January 1, 2022

5 unchanged sentences

Balance at March 31, 2022

Translation adjustment

Dividends paid

Share-based compensation expense

Restricted stock grants (net of forfeitures)

Treasury shares repurchased

Balance at June 30, 2021

Translation adjustment

Dividends paid

Share-based compensation expense

Restricted stock grants (net of forfeitures)

Treasury shares repurchased

Balance at September 30, 2021

Comprehensive

Income (Loss)

(Loss) Income

Balance at January 1, 2021

5 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, 2020

Translation adjustment

Dividends paid

Share-based compensation expense

Restricted stock grants (net of forfeitures)

Treasury shares repurchased

Balance at September 30, 2020

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

3 unchanged sentences

(Amounts in thousands)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities

7 unchanged sentences

Change in fair value of contingent earn-out consideration

Changes in operating assets and liabilities, net of acquisitions:

Changes in operating assets and liabilities:

Accounts receivable

8 unchanged sentences

Vendor advances

Payment for acquisitions, net of cash acquired

Net cash and cash equivalents used in investing activities

1 unchanged sentence

Purchase of treasury stock

Borrowings under revolving credit facility

Repayments of borrowings under revolving credit facility

Dividends paid

Contingent consideration

Payments of deferred financing costs

Net cash and cash equivalents used in financing activities

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements

September 30, 2021

March 31, 2022

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

15 unchanged sentences

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

Condensed Consolidated Balance Sheet

Deferred income tax liabilities

Total liabilities

Retained earnings

Total liabilities and stockholders' equity

Three months ended June 30, 2021

As Previously

Condensed Consolidated Statement of Earnings

Provision for income taxes

Basic earnings per share

Diluted earnings per share

Six months ended June 30, 2021

As Previously

Condensed Consolidated Statement of Earnings

Provision for income taxes

Basic earnings per share

Diluted earnings per share

Recently Issued Accounting Standards:

10 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 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.

The net sales from our foreign operations for the three months ended March 31, 2022 and 2021 were $ 15.7 million and $ 16.7 million, respectively.

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.”

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.”

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 customers and vendors 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.

11 unchanged sentences

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.

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.

7 unchanged sentences

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.

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.

1 unchanged sentence

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

on a net basis.

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 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.

9 unchanged sentences

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.

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.

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:

The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 31, 2022:

Balance at January 1, 2022

Translation adjustments

Balance September 30, 2021

Balance March 31, 2022

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

As of September 30, 2021

As of March 31, 2022

Gross Carrying Amount

11 unchanged sentences

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)

During the three months ended March 31, 2022 and 2021, the Company recognized total amortization expense for other intangibles, net of $ 0.2 million, respectively.

Estimated future amortization expense of the Company’s other intangibles, net as of March 31, 2022 is as follows:

2022 (excluding the three months ended March 31, 2022)

Right-of-use Asset and Lease Liability:

8 unchanged sentences

Information related to the Company’s ROU assets and related lease liabilities were as follows:

Nine months ended

September 30,

Three months ended

Cash paid for operating lease liabilities

2 unchanged sentences

Weighted-average discount rate

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

2021 (excluding the nine months ended September 30, 2021)

Maturities of lease liabilities as of March 31, 2022 were as follows:

2022 (excluding the three months ended March 31, 2022)

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 September 30, 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 March 31, 2022 and December 31, 2021 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.

1 unchanged sentence

Equipment and leasehold improvements consist of the following:

September 30,

Capitalized software

1 unchanged sentence

Less accumulated depreciation and amortization

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.

During the three months ended March 31, 2022 and 2021, the Company recorded depreciation and amortization expense of $ 0.1 million and $ 0.3 million, respectively.

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

5 unchanged sentences

Accounts receivable long term, net consists of the following:

September 30,

Total amount due from customer

1 unchanged sentence

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 $ 1.0 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.

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

Accounts payable and accrued expenses consist of the following:

September 30,

Trade accounts payable

6 unchanged sentences

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.

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 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.

The Company was in compliance with all such covenants at March 31, 2022 and December 31, 2021.

At March 31, 2022 and December 31, 2021, 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.

4 unchanged sentences

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.

At March 31, 2022 and December 31, 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:

Nine months ended

Three months ended

September 30,

Three months ended March 31,

Less distributed and undistributed income allocated to participating securities

5 unchanged sentences

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.

The Company had two major vendors that accounted for 22 % and 10 %, respectively, of total purchases during the three months ended March 31, 2022 and 24 % and 9 %, respectively, of total purchases during the three months ended March 31, 2021.

The Company had two major customers that accounted for 24 % and 14 %, respectively, of its net sales during the three months ended March 31, 2022 and 20 % and 13 %, respectively, of its net sales during the three months ended March 31, 2021.

These same customers accounted for 20 % and 17 %, respectively, of total net accounts receivable as of March 31, 2022 and 18 % and 22 %, respectively, of total net accounts receivable as of December 31, 2021.

Income Taxes:

6 unchanged sentences

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 .

As of March 31, 2022, the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2021 Plan is 418,544 .

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.

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:

As of March 31, 2022, the number of shares of Common Stock available under the 2012 Plan is zero .

During the three months ended March 31, 2022, the Company granted a total of 30,999 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, 2022, a total of 1,500 shares of Restricted Stock were forfeited.

During the three months ended March 31, 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.

A summary of nonvested shares of Restricted Stock awards outstanding under the 2012 and 2021 Plans as of March 31, 2022, and changes during the three months then ended is as follows:

Average Grant

3 unchanged sentences

Forfeited in 2022

Nonvested shares at September 30, 2021

As of September 30, 2021, there is approximately $ 2.4 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements.

Nonvested shares at March 31, 2022

As of March 31, 2022, there is approximately $ 2.6 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 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.

During the three months ended March 31, 2022 and 2021, the Company recognized share-based compensation expense of $ 0.4 million and $ 0.3 million, respectively.

Segment Information:

12 unchanged sentences

The following segment reporting information of the Company is provided:

Nine months ended

Three months ended

September 30,

Gross Profit:

3 unchanged sentences

General and administrative

Legal and financial advisory expenses, net - unsolicited bid and related matters

Acquisition related costs

Amortization and depreciation expense

Interest, net

Foreign currency transaction (loss) gain

Foreign currency transaction gain (loss)

Income before taxes

(1) Excludes general corporate expenses including interest and foreign currency transaction (loss) gain.

September 30,

(1) Excludes general corporate expenses including interest and foreign currency transaction gain (loss).

Selected Assets by Segment:

1 unchanged sentence

Corporate Assets

Geographic areas and net sales mix related to operations for the three and nine months ended September 30, 2021 and 2020 were as follows.

Geographic areas and net sales mix related to operations for the three months ended March 31, 2022 and 2021 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

March 31, 2022

Europe and United Kingdom

4 unchanged sentences

Total net sales

Nine months ended

Three months ended

September 30, 2020

March 31, 2021

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 September 30, 2021 and December 31, 2020 were as follows.

September 30,

Geographic identifiable assets related to operations as of March 31, 2022 and December 31, 2021 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 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.

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.

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.

During the three months ended March 31, 2022 and 2021, net sales to this customer totaled approximately $ 0.1 million and $ 0.2 million, respectively.

Amounts due from this customer as of March 31, 2022 and December 31, 2021 were approximately $ 0.1 million and zero , respectively, which were settled in cash subsequent to each period end.

The Company made sales to a customer where a family member of one of our executive’s has a minority ownership position.

During the three months ended March 31, 2022 and 2021, net sales to this customer totaled approximately $ 0.3 million and zero , respectively.

Amounts due from this customer as of March 31, 2022 and December 31, 2021 were approximately $ 0.1 million and $ 0.2 million, respectively, which were or are expected to be settled in cash subsequent to each period end.

The Company also had accrued referral fees that it owed to this customer totaling $ 0.1 million as of December 31, 2021, which were settled in cash subsequent to the period end.

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