Table of Contents

   

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                       to                     

 

Commission File No. 000-26408

 

Wayside Technology Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

13-3136104

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

4 Industrial Way West, Suite 300, Eatontown, New Jersey 07724

(Address of principal executive offices)

 

(732) 389-8950

Registrant’s Telephone Number

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Check One:

Large Accelerated Filer ☐

 

Accelerated Filer ☒

 

 

Smaller Reporting Company ☒

Non-Accelerated Filer ☐

 

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒  

There were 4,511,482 outstanding shares of common stock, par value $.01 per share (“Common Stock”) as of May 6, 2019, not including 773,018 shares classified as treasury stock. 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common stock,  $.01 par value

 

WSTG

 

The NASDAQ Global Market

 

 

 

 

 


 

Table of Contents

Wayside Technology Group, Inc. and Subsidiaries

Table of Contents

 

 

 

 

 

Page

 

 

 

 

PART I FINANCIAL INFORMATION 

 

 

 

 

Item 1 

Financial Statements (unaudited)

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018 

3

 

 

 

 

Condensed Consolidated Statements of Income for three months ended March 31, 2019 and 2018 (unaudited)

4

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for three months ended March 31, 2019 and 2018 (unaudited)

5

 

 

 

 

Condensed Consolidated Statement of Stockholders’ Equity as of March 31, 2019 and 2018 (unaudited)

6

 

   

 

 

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited)

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

8

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

27

 

 

 

Item 4. 

Controls and Procedures

27

 

 

 

 

PART II OTHER INFORMATION

 

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

27

 

 

 

Item 6. 

Exhibits, Financial Statement Schedules

29

 

 

SIGNATURES 

30

 

 

2


 

Table of Contents

PART I — FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

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

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

    

2019

    

2018

    

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

14,062

 

$

14,883

 

Accounts receivable, net of allowances of $743 and $785, respectively

 

 

84,206

 

 

81,351

 

Inventory, net

 

 

1,638

 

 

1,473

 

Vendor prepayments

 

 

1,575

 

 

3,172

 

Prepaid expenses and other current assets

 

 

2,718

 

 

1,988

 

Total current assets

 

 

104,199

 

 

102,867

 

 

 

 

 

 

 

 

 

Equipment and leasehold improvements, net

 

 

1,539

 

 

1,588

 

Right-of-use assets, net

 

 

2,069

 

 

 —

 

Accounts receivable-long-term, net

 

 

3,097

 

 

3,156

 

Other assets

 

 

181

 

 

215

 

Deferred income taxes

 

 

79

 

 

145

 

 

 

$

111,164

 

$

107,971

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

66,748

 

$

66,653

 

Lease liability, current portion

 

 

410

 

 

 —

 

Total current liabilities

 

 

67,158

 

 

66,653

 

 

 

 

 

 

 

 

 

Lease liability, net of current portion

 

 

2,465

 

 

 —

 

Deferred rent and tenant allowances

 

 

 —

 

 

745

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

69,623

 

 

67,398

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $.01 par value; 10,000,000 shares authorized; 5,284,500 shares issued: 4,513,369 and 4,496,494 shares outstanding, respectively

 

 

53

 

 

53

 

Additional paid-in capital

 

 

32,239

 

 

32,392

 

Treasury stock, at cost, 771,131 and 788,006 shares, respectively

 

 

(13,149)

 

 

(13,447)

 

Retained earnings

 

 

23,690

 

 

22,994

 

Accumulated other comprehensive loss

 

 

(1,292)

 

 

(1,419)

 

Total stockholders’ equity

 

 

41,541

 

 

40,573

 

 

 

$

111,164

 

$

107,971

 

 

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

3


 

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Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

(Amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

    

2019

    

2018

    

 

 

 

 

 

 

 

 

Net sales

 

$

44,858

 

$

40,552

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

37,624

 

 

33,658

 

 

 

 

 

 

 

 

 

Gross profit

 

 

7,234

 

 

6,894

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

 

5,515

 

 

5,047

 

 

 

 

 

 

 

 

 

Income from operations

 

 

1,719

 

 

1,847

 

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest, net

 

 

169

 

 

238

 

 

 

 

 

 

 

 

 

Foreign currency transaction gains

 

 

62

 

 

 2

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

 

1,950

 

 

2,087

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

487

 

 

489

 

 

 

 

 

 

 

 

 

Net income

 

$

1,463

 

$

1,598

 

 

 

 

 

 

 

 

 

Income per common share-Basic

 

$

0.32

 

$

0.36

 

 

 

 

 

 

 

 

 

Income per common share-Diluted

 

$

0.32

 

$

0.36

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — Basic

 

 

4,404

 

 

4,301

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — Diluted

 

 

4,404

 

 

4,301

 

 

 

 

 

 

 

 

 

Dividends paid per common share

 

$

0.17

 

$

0.17

 

 

 

 

 

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

4


 

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Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

March 31,

 

 

    

2019

    

2018

    

 

 

 

 

 

 

 

 

Net income

 

$

1,463

 

$

1,598

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

127

 

 

(180)

 

Other comprehensive income (loss)

 

 

127

 

 

(180)

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

1,590

 

$

1,418

 

 

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 Statement 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

   

(Loss)

   

Total

 

Balance at January 1, 2019

 

5,284,500

 

$

53

 

$

32,392

 

788,006

 

$

(13,447)

 

$

22,994

 

$

(1,419)

 

$

40,573

 

Net income

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

1,463

 

 

 —

 

 

1,463

 

Translation adjustment

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

127

 

 

127

 

Dividends paid

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(767)

 

 

 —

 

 

(767)

 

Share-based compensation expense

 

 —

 

 

 —

 

 

165

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

165

 

Restricted stock grants (net of forfeitures)

 

 —

 

 

 —

 

 

(318)

 

(18,780)

 

 

318

 

 

 —

 

 

 —

 

 

 —

 

Treasury shares repurchased

 

 —

 

 

 —

 

 

 —

 

1,905

 

 

(20)

 

 

 —

 

 

 —

 

 

(20)

 

Balance at March 31, 2019

 

5,284,500

 

$

53

 

$

32,239

 

771,131

 

$

(13,149)

 

$

23,690

 

$

(1,292)

 

$

41,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

Common Stock

 

Paid-In

 

Treasury

 

Retained

 

Comprehensive

 

 

 

 

 

   

Shares

   

Amount

   

Capital

   

Shares

   

Amount

   

Earnings

   

(Loss)

   

Total

 

Balance at January 1, 2018

 

5,284,500

 

$

53

 

$

31,257

 

829,671

 

$

(14,207)

 

$

22,522

 

$

(913)

 

$

38,712

 

Net income

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

1,598

 

 

 —

 

 

1,598

 

Translation adjustment

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(180)

 

 

(180)

 

Dividends paid

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(765)

 

 

 —

 

 

(765)

 

Share-based compensation expense

 

 —

 

 

 —

 

 

349

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

349

 

Restricted stock grants (net of forfeitures)

 

 —

 

 

 —

 

 

(706)

 

(60,500)

 

 

871

 

 

 —

 

 

 —

 

 

165

 

Treasury shares repurchased

 

 —

 

 

 —

 

 

 —

 

9,126

 

 

(127)

 

 

 —

 

 

 —

 

 

(127)

 

Balance at March 31, 2018

 

5,284,500

 

$

53

 

$

30,900

 

778,297

 

$

(13,463)

 

$

23,355

 

$

(1,093)

 

$

39,752

 

 

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

 

 

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Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

March 31,

 

 

    

2019

    

2018

    

Cash flows from operating activities

 

 

 

 

 

 

 

Net income

 

$

1,463

 

$

1,598

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

135

 

 

114

 

Deferred income tax expense

 

 

66

 

 

31

 

Share-based compensation expense

 

 

165

 

 

349

 

Loss on disposal of fixed assets

 

 

 —

 

 

10

 

Amortization of discount on accounts receivable

 

 

(153)

 

 

(220)

 

Amortization of right-of-use assets

 

 

94

 

 

 —

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,539)

 

 

(5,122)

 

Inventory

 

 

(163)

 

 

427

 

Prepaid expenses and other current assets

 

 

(728)

 

 

(62)

 

Vendor prepayments

 

 

1,597

 

 

125

 

Accounts payable and accrued expenses

 

 

94

 

 

5,372

 

Lease liability, net

 

 

(33)

 

 

 —

 

Other assets and liabilities

 

 

30

 

 

(142)

 

Net cash provided by operating activities

 

 

28

 

 

2,480

 

 

 

 

 

 

 

 

 

Cash flows used in investing activities

 

 

 

 

 

 

 

Purchase of equipment and leasehold improvements

 

 

(82)

 

 

(67)

 

Net cash used in investing activities

 

 

(82)

 

 

(67)

 

 

 

 

 

 

 

 

 

Cash flows used in financing activities

 

 

 

 

 

 

 

Purchase of treasury stock

 

 

(20)

 

 

(127)

 

Dividends paid

 

 

(767)

 

 

(765)

 

Net cash used in financing activities

 

 

(787)

 

 

(892)

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate on cash

 

 

20

 

 

(57)

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(821)

 

 

1,464

 

Cash and cash equivalents at beginning of period

 

 

14,883

 

 

5,530

 

Cash and cash equivalents at end of period

 

$

14,062

 

$

6,994

 

 

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information:

 

 

 

 

 

 

 

Income taxes paid

 

$

161

 

$

56

 

 

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

7


 

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Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(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, 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, 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 income 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, 2018.

 

 

2.           Recently Issued Accounting Standards:

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 supersedes the lease guidance under FASB ASC Topic 840, Leases, resulting in the creation of FASB ASC Topic 842, Leases. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term from operating leases. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors were originally required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, FASB issued ASU No. 2018-11, Targeted Improvements. This update still requires modified retrospective transition; however, it adds the option to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment in the current period instead of at the beginning of the earliest period presented. Under this option, comparative periods presented in the financial statements in which the new lease standard is adopted will continue to be presented in accordance with prior guidance.

 

The Company adopted the new accounting standard on January 1, 2019 using the modified retrospective transition option. The new standard provides optional practical expedients in transition, which the Company has elected as a package permitting the Company to not reassess under the new standard prior conclusions regarding lease identification, lease classification and initial direct costs. Also, in accordance with the new standard, the Company has elected in transition and for an ongoing basis not to apply the recognition requirements for all short-term leases.

 

The adoption of the new standard had a material effect on the Company’s financial statements, with the most significant effects of adoption relating to (1) the recognition of new right-of-use assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company recognized operating lease liabilities of approximately $3.0 million based on the present value of the remaining minimum rental payments for existing operating leases. The Company also recognized corresponding ROU assets, net of lease incentives of approximately $2.2 million. There is no impact to stockholders’ equity from the adoption.

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In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU No. 2016-13"). ASU No. 2016-13 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU No. 2016-13 is effective for the Company in the first quarter of 2020, with early adoption permitted, and is to be applied using a modified retrospective approach. 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.

 

In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which permits the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act (the “TCJA” or “U.S. tax reform”) from accumulated other comprehensive income (loss) to retained earnings. The new standard is effective for the Company beginning with the first quarter of 2019. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

 

In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which aligns the measurement and classification guidance for share-based payments to nonemployees with that for employees, with certain exceptions. It expands the scope of ASC 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in the entity’s own operations and supersedes the guidance in ASC 505-50. The ASU retains the existing cost attribution guidance, which requires entities to recognize compensation cost for nonemployee awards in the same period and in the same manner (i.e., capitalize or expense) they would if they paid cash for the goods or services, but it moves the guidance to ASC 718. The guidance also allows nonpublic entities to account for nonemployee awards using certain practical expedients that are already available for employee awards, but the same accounting policies must be used for awards to both employees and nonemployees. The new standard is effective for the Company beginning with the first quarter of 2019. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

 

In July 2018, the FASB issued ASU 2018-09 – Codification Improvements (“ASU 2018-09”), which facilitates amendments to a variety of topics to clarify, correct errors in, or make minor improvements to the accounting standards codification. The effective date of the standard is dependent on the facts and circumstances of each amendment. Some amendments do not require transition guidance and will be effective upon the issuance of this standard. A majority of the amendments in ASU 2018-09 are effective for the Company beginning with the first quarter of 2019. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

 

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 first three months of 2019 were $5.2 million as compared to $5.4 million in the first three months of 2018.

 

4.          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.”

 

5.          Revenue Recognition:

 

The core principle of the revenue recognition criteria is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach:

Identification of the contract, or contracts, with a customer — A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the

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customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The Company considers customer purchase orders, which in some cases are governed by master agreements or general terms and conditions of sale, to be contracts with customers. All revenue is generated from contracts with customers.

Identification of the performance obligations in the contract — Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a single performance obligation.

Determination of the transaction price —The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Net sales are recorded net of estimated discounts, rebates, and returns. Vendor rebates are recorded when earned as a reduction to cost of sales or inventory, as applicable.

Allocation of the transaction price to the performance obligations in the contract — If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price, or SSP, basis. We determine SSP 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. Contracts with a significant financing component are discounted to their present value at contract inception and accreted up to the expected payment amounts. These contracts generally offer customers extended payment terms of up to three years.

 

Recognition of revenue when, or as, we satisfy a performance obligation — The Company recognizes revenue when its performance obligations are complete, and control of the specified goods or services pass to the customer. The Company considers the following indicators in determining when control passes to the customer: (i) the Company has a right to payment for the product or service (ii) the customer has legal title to the product, (iii) the Company has transferred physical possession of the product (iv) the Customer has the significant risk and rewards of ownership of the product and (v) the customer has accepted the product. Substantially all our performance obligations are satisfied at a point in time, as our obligation is to deliver a product or fulfill an order for a third party to deliver ongoing services, maintenance or support.

 

Disaggregation of Revenue

 

We generate revenue from the re-sale of third-party software licenses, subscriptions, hardware, and related service contracts. Finance fees related to sales are classified as interest income. The following table depicts the disaggregation of revenue according to revenue type and is consistent with how we evaluate our financial performance:

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Three months ended

 

Net sales:

 

 

March 31,

 

 

March 31,

 

 

 

 

2019

 

 

2018

 

Hardware, software and other products

 

$

40,189

 

$

35,862

 

Software - security & highly interdependent with support

 

 

1,892

 

 

2,103

 

Maintenance, support & other services

 

 

2,777

 

 

2,587

 

Net sales

 

$

44,858

 

$

40,552

 

 

Hardware, software and other products - Hardware product consists of sales of hardware manufactured by third parties. Hardware product is delivered from our warehouse or drop shipped directly from the vendor. Revenue from our hardware products is recognized on a gross basis, with the selling price to the customer as net sales, and the cost of the related product as cost of sales, upon transfer of control to the customer, as the Company is acting as a principal in the transaction. Control is generally deemed to have passed to the customer upon transfer of title and risk of ownership.

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 Software product consists of sales of perpetual and term software licenses for products developed by third party vendors, which are distinct from related maintenance and support. Software licenses are delivered via electronic license keys provided by the vendor to the end user. Revenue from the sale of software products is recognized on a gross basis, with the selling price to the customer as net sales, and the cost of the related product as cost of sales, upon transfer of control to our customers as the Company is a principal in the transaction. Control 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. Other products include marketing revenues that are recorded on a gross basis as the Company is a principal in the arrangement.

 

Software maintenance and support, commonly known as software assurance or post contract support, consists of software updates and technical support provided by the software vendor to the licensor over a period. In cases where the software maintenance is distinct from the related software license, software maintenance is accounted for as a separate performance obligation. In cases where the software maintenance is not distinct from the related software license, it is accounted for as a single performance obligation with the related license. We utilize judgement in determining whether the maintenance is distinct from the software itself. This involves considering if the software provides its original intended functionality without the updates, or is dependent on frequent, or continuous updates to maintain its functionality. See Allocation of the transaction price to the performance obligations in the contract for a discussion of the allocation of maintenance and support costs when they are distinct from the related software licenses and Software - security and highly interdependent with support for a discussion of maintenance and support costs when they are not distinct from the related software license.

 

Software - security and highly interdependent with support - Software - security software and software highly interdependent with support consists of sales of security subscriptions and other licensed software products whose functionality is highly interdependent with, and therefore not distinct from, related software maintenance. Delivery of the software license and related support over time is considered a single performance obligation of the third-party vendor for these products. The Company is an agent in these transactions, with revenue being recorded on a net basis when its performance obligation of processing a valid order between the supplier and customer contracting for the services is complete.

 

Maintenance, support and other services revenue - Maintenance, support and other services revenue consists of third-party post-contract support that is not critical or essential to the core functionality of the related licensed software, and, to a lesser extent, from third-party professional services, software as a service, and cloud subscriptions. Revenue from maintenance, support and other service revenues is recognized on a net basis, upon fulfillment of an order to the customer, as the Company is an agent in the transaction, and its performance obligations are complete at the time a valid order between the parties is processed.

Costs to obtain and fulfill a contract - We pay 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.

 

Contract balances - Accounts receivable is recorded at the invoiced amount, net of an allowance for doubtful accounts. A receivable is recognized in the period we deliver goods or provide services or when our right to consideration is unconditional. Payment terms on invoiced amounts are typically 30-75 days. The balance of accounts receivable, net of allowance for doubtful accounts as of March 31, 2019 and December 31, 2018 is presented in the accompanying consolidated balance sheets. Accounts receivable-long-term result from product sales with extended payment terms that are discounted to their present values at the Company’s estimates of prevailing market rates at the time of the sale. The Company has determined that these amounts do not represent variable consideration as the amount earned is fixed. 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 due under these long-term accounts receivable due within one year are reclassified to the current portion of accounts receivable and are shown net of reserves. As our revenues are generally recognized at a point in time in the same period as they are billed, we have no deferred revenue balances. Provisions for doubtful accounts including long-term accounts receivable and returns are estimated based on historical write offs, sales returns and credit memo analysis which are adjusted to actual on a periodic basis.

 

Refund liability – The Company records a refund liability for expected product returns with a corresponding asset for an amount representing any expected recovery from vendors regarding the return.

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Principal versus agent considerations – The Company determines whether it is acting as a principal or agent in a transaction by assessing whether it controls a good or service prior to it being transferred to a customer, with control being defined as having the ability to direct the use of and obtain the benefits from the asset. The Company considers the following indicators, among others, in making the determination: 1) the Company is primarily responsible for fulfilling the promise to provide the promised good or service, 2) the Company has inventory risk, before or after the specified good or service has been transferred to the customer, and 3) the Company has discretion in establishing price for the specified good or service. Generally, we conclude that we are a principal in transactions where software or hardware products containing their core functionality are delivered to the customer at the time of sale and are agents in transactions where we are arranging for the provision of future performance obligations by a third party. As we enter into distribution agreements with third-party service providers, we evaluate whether we are acting as a principal or agent for each product sold under the agreement based on the nature of the product or service, and our performance obligations. Products for which there are significant ongoing third-party performance obligations include software maintenance, which includes periodic software updates and support, security software that is highly interdependent with maintenance, software as a service, cloud and third-party professional services. Sales of hardware, software and other products where we are a principal are recorded on a gross basis with the selling price to the customer recorded as sales and the cost of the product or software recorded as cost of sales. Sales where we are acting as an agent are recognized on a net basis at the date our performance obligations are complete. Under net revenue recognition, the cost paid to the vendor or third-party service provider is recorded as a reduction to sales, resulting in revenue being equal to the gross profit on the transaction.

 

6.            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 3 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 Condensed Consolidated Balance Sheets and lease expense for these leases is recognized on a straight-line basis over the lease term.

 

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.

 

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

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

 

2019

Cash paid for operating lease liabilities

 

$

124

Right-of-use assets obtained in exchange for new operating lease obligations (1)

 

$

2,163

Weighted-average remaining lease term

 

 

7.8 years

Weighted-average discount rate

 

 

3.4%

 

(1)

Represents operating leases existing on January 1, 2019 and recognized as part of the Company’s adoption of ASU 2016-02. No new operating leases commenced during the three months ended March 31, 2019.

 

 

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Maturities of lease liabilities as of March 31, 2019 were as follows:

 

 

 

 

 

2019 (excluding the three months ended March 31, 2019)

    

$

336

2020

 

 

438

2021

 

 

405

2022

 

 

414

2023

 

 

462

Thereafter

 

 

1,573

 

 

 

3,628

Less: imputed interest

 

 

(753)

Total lease liabilities

 

$

2,875

 

 

 

 

Lease liabilities, current portion

 

 

410

Lease liabilities, net of current portion

 

 

2,465

Total lease liabilities

 

$

2,875

 

 

 

7.            Fair Value:

 

The carrying amounts of financial instruments, including cash and cash equivalents, short-term accounts receivable and accounts payable approximated fair value at March 31, 2019 and December 31, 2018 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.

 

8.           Balance Sheet Detail:

 

Equipment and leasehold improvements consist of the following:

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

2019

    

2018

 

Equipment

 

$

2,229

 

$

2,146

 

Leasehold improvements

 

 

1,333

 

 

1,332

 

 

 

 

3,562

 

 

3,478

 

Less accumulated depreciation and amortization

 

 

(2,023)

 

 

(1,890)

 

 

 

$

1,539

 

$

1,588

 

 

 

 

 

 

 

 

 

During the three months ended March 31, 2019 and 2018, the Company recorded depreciation and amortization expense of $0.1 million, respectively, which is included in selling, general and administrative expense.

 

In limited circumstances, the Company offers extended payment terms to customers for periods of 12 to 48 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:

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2019

    

2018

Total amount due from customer

 

$

10,557

 

$

11,169

Less unamortized discount

 

 

(361)

 

 

(391)

Less current portion included in accounts receivable

 

 

(7,099)

 

 

(7,622)

 

 

$

3,097

 

$

3,156

 

 

 

 

 

 

 

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The undiscounted cash flows to be received by the Company relating to these accounts receivable long-term will be $7.4 million, $2.9 million and $0.3 million during the 12-month periods ending March 31, 2020, 2021 and 2022, respectively.

 

Accounts payable and accrued expenses consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March, 31

 

December 31,

 

 

    

2019

    

2018

 

Trade accounts payable

 

$

62,816

 

$

62,751

 

Accrued expenses

 

 

3,932

 

 

3,902

 

 

 

$

66,748

 

$

66,653

 

 

 

9.            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 (the “Security Agreement”) and Second Amended and Restated Pledge and Security Agreement (the “Pledge Agreement”). The Credit Facility, which will be used for working capital and general corporate purposes, matures on August 31, 2020, 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 Credit Facility is subject to change from time to time based on the changes in the LIBOR Rate, as defined in the Loan Agreement (the “Index”). The Index was 3.88% at March 31, 2019. Interest on the unpaid principal balance of the Note will be calculated using a rate of 1.50 percentage points over the Index. If the Index becomes unavailable during the term of the Credit Facility, interest will be based upon the Prime Rate (as defined in the Loan Agreement) after notifying the Company. The Credit Facility is secured by the assets of the Company.

 

Among other affirmative covenants set forth in the Loan Agreement, 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 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.

 

At March 31, 2019 and December 31, 2018, the Company had no borrowings outstanding under the Credit Facility.

 

10.            Earnings Per Share:

 

Our basic and diluted earnings per share are computed using the two-class method. 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.

 

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

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Three months ended

 

 

 

March 31,

 

 

    

2019

    

2018

    

Numerator:

 

 

 

 

 

 

 

Net income

 

$

1,463

 

$

1,598

 

 

 

 

 

 

 

 

 

Less distributed and undistributed income allocated to participating securities

 

 

34

 

 

67

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

 

 

1,429

 

 

1,531

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

Weighted average common shares (Basic)

 

 

4,404

 

 

4,301

 

 

 

 

 

 

 

 

 

Weighted average common shares including assumed conversions (Diluted)

 

 

4,404

 

 

4,301

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.32

 

$

0.36

 

Diluted net income per share

 

$

0.32

 

$

0.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11.        Major Customers and Vendors:

 

The Company had two major vendors that accounted for 28% and 16%, respectively, of total purchases during the three months ended March 31, 2019. The Company had two major vendors that accounted for 32% and 15%, respectively, of total purchases during the three months ended March 31, 2018. The Company had two major customers that accounted for 26% and 18%, respectively, of its net sales during the three months ended March 31, 2019. These same customers accounted for 41% and 9% respectively, of total net accounts receivable as of March 31, 2019. Two customers accounted for 36% and 15% of total net accounts receivable as of December 31, 2018. The Company had two major customers that accounted for 26% and 18%, respectively, of its total net sales during the three months ended March 31, 2018.

 

12.          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. In prior years, the Company recorded an accrual of $0.5 million, net of federal tax benefit, for potential liabilities for state income taxes in states which have enacted economic nexus statutes and the Company has not filed income tax returns. 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.

 

The effective tax rate for the three months ended March 31, 2019 was 25.0% compared to 23.4% for the same period in the prior year. 

 

13.          Stockholders’ Equity and Stock Based Compensation:

 

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 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, 2019, the number of shares of Common stock available for future award grants to employees, officers and directors under the 2012 Plan is 511,242.

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During the three months ended March 31, 2018, the Company granted a total of 60,500 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest between sixteen and twenty equal quarterly installments.

 

During the three months ended March 31, 2019, the Company granted a total of 20,405 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest over sixteen equal quarterly installments. During the three months ended March 31, 2019, a total of 1,625 shares of Restricted Stock were forfeited.

 

A summary of nonvested shares of Restricted Stock awards outstanding under the 2012 Plan as of March 31, 2019, and changes during the three months then ended is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Average Grant

 

 

 

 

 

Date

 

 

 

Shares

 

Fair Value

 

Nonvested shares at January 1, 2019

 

96,744

 

$

15.67

 

Granted in 2019

 

20,405

 

 

12.40

 

Vested in 2019

 

(9,789)

 

 

15.58

 

Forfeited in 2019

 

(1,625)

 

 

12.85

 

Nonvested shares at March 31, 2019

 

105,735

 

$

15.09

 

 

As of March 31, 2019, there is approximately $1.5 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 2.9 years.

 

During the three months ended March 31, 2019 and 2018, the Company recognized share-based compensation cost of $0.2  million and $0.3 million, respectively. All share-based compensation is included in selling, general and administrative expenses.

 

 

14.          Segment Information:

 

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 President and Chief Executive Officer.

 

The Company is organized into two reportable operating segments. The “Lifeboat Distribution” segment distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide. The “TechXtend” segment is a value-added reseller of software, hardware and services for corporations, government organizations and academic institutions in the United States and Canada.

 

As permitted by FASB ASC Topic 280, the Company has utilized the aggregation criteria in combining its operations in Canada with the domestic segments as the Canadian operations provide the same products and services to similar clients and are considered together when the Company’s CODM decides how to allocate resources.

 

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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 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31,

 

  

2019

  

2018

Revenue:

 

 

 

 

 

 

Lifeboat Distribution

 

$

40,055

 

$

36,838

TechXtend

 

 

4,803

 

 

3,714

 

 

 

44,858

 

 

40,552

Gross Profit:

 

 

 

 

 

 

Lifeboat Distribution

 

$

6,198

 

$

6,184

TechXtend

 

 

1,036

 

 

710

 

 

 

7,234

 

 

6,894

Direct Costs:

 

 

 

 

 

 

Lifeboat Distribution

 

$

2,484

 

$

2,035

TechXtend

 

 

437

 

 

400

 

 

 

2,921

 

 

2,435

Segment Income Before Taxes: (1)

 

 

 

 

 

 

Lifeboat Distribution

 

$

3,714

 

$

4,149

TechXtend

 

 

599

 

 

310

Segment Income Before Taxes

 

 

4,313

 

 

4,459

 

 

 

 

 

 

 

General and administrative

 

$

2,594

 

$

2,612

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