Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 23, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | Wayside Technology Group, Inc. | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | WSTG | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Central Index Key | 0000945983 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 103.6 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Common Stock, Shares Outstanding | 4,410,035 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 29,348 | $ 14,984 |
Accounts receivable, net of allowances of $892 and $765, respectively | 93,821 | 100,987 |
Inventory, net | 4,936 | 2,760 |
Vendor prepayments | 1,235 | 100 |
Prepaid expenses and other current assets | 3,837 | 2,718 |
Total current assets | 133,177 | 121,549 |
Equipment and leasehold improvements, net | 2,308 | 1,215 |
Goodwill | 16,816 | |
Other intangibles, net | 10,625 | |
Right-of-use assets, net | 1,933 | 1,792 |
Accounts receivable-long-term, net | 304 | 1,358 |
Other assets | 257 | 111 |
Deferred income tax assets | 113 | 256 |
Total assets | 165,533 | 126,281 |
Current liabilities: | ||
Accounts payable and accrued expenses | 116,692 | 78,364 |
Lease liability, current portion | 490 | 383 |
Total current liabilities | 117,182 | 78,747 |
Lease liability, net of current portion | 2,167 | 2,189 |
Non-current liabilities | 89 | |
Deferred income tax liabilities | 1,467 | |
Total liabilities | 120,816 | 81,025 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $.01 par value; 10,000,000 shares authorized; 5,284,500 shares issued: 4,361,997 and 4,505,693 shares outstanding, respectively | 53 | 53 |
Additional paid-in capital | 31,962 | 32,874 |
Treasury stock, at cost, 922,503 and 778,807 shares, respectively | (14,747) | (13,256) |
Retained earnings | 28,191 | 26,715 |
Accumulated other comprehensive loss | (742) | (1,130) |
Total stockholders' equity | 44,717 | 45,256 |
Total liabilities and stockholders' equity | $ 165,533 | $ 126,281 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Consolidated Balance Sheets | ||
Accounts receivable, allowances (in dollars) | $ 892 | $ 765 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, shares issued | 5,284,500 | 5,284,500 |
Common Stock, shares outstanding | 4,361,997 | 4,505,693 |
Treasury stock, shares | 922,503 | 778,807 |
Consolidated Statements of Earn
Consolidated Statements of Earnings - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Earnings | ||
Net sales | $ 251,568 | $ 208,759 |
Cost of sales | 218,528 | 178,792 |
Gross profit | 33,040 | 29,967 |
Selling, general, and administrative expenses | 23,929 | 20,894 |
Legal and financial advisory expenses - unsolicited bid and related matters | 1,586 | 120 |
Acquisition related costs | 1,518 | |
Amortization and depreciation expense | 704 | 487 |
Income from operations | 5,303 | 8,466 |
Other income: | ||
Interest, net | 121 | 500 |
Foreign currency transaction gains | 796 | 82 |
Income before provision for income taxes | 6,220 | 9,048 |
Provision for income taxes | 1,746 | 2,261 |
Net income | $ 4,474 | $ 6,787 |
Income per common share-Basic | $ 1.01 | $ 1.51 |
Income per common share-Diluted | $ 1.01 | $ 1.51 |
Weighted average common shares outstanding — Basic (in shares) | 4,288 | 4,421 |
Weighted average common shares outstanding — Diluted (in shares) | 4,288 | 4,421 |
Dividends paid per common share (in dollars per share) | $ 0.68 | $ 0.68 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Comprehensive Income | ||
Net income | $ 4,474 | $ 6,787 |
Other comprehensive income: | ||
Foreign currency translation adjustments | 388 | 289 |
Other comprehensive income | 388 | 289 |
Comprehensive income | $ 4,862 | $ 7,076 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Treasury | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total |
Balance at Dec. 31, 2018 | $ 53 | $ 32,392 | $ (13,447) | $ 22,994 | $ (1,419) | $ 40,573 |
Balance (in shares) at Dec. 31, 2018 | 5,284,500 | |||||
Balance (in shares) at Dec. 31, 2018 | 788,006 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 6,787 | 6,787 | ||||
Translation adjustment | 289 | 289 | ||||
Dividends paid | (3,066) | (3,066) | ||||
Share-based compensation expense | 759 | 759 | ||||
Restricted stock grants (net of forfeitures) | (277) | $ 277 | ||||
Restricted stock grants (net of forfeitures) (in shares) | 16,375 | |||||
Treasury shares repurchased | $ (86) | (86) | ||||
Treasury shares repurchased (in shares) | 7,176 | |||||
Balance at Dec. 31, 2019 | $ 53 | 32,874 | $ (13,256) | 26,715 | (1,130) | $ 45,256 |
Balance (in shares) at Dec. 31, 2019 | 5,284,500 | 5,284,500 | ||||
Balance (in shares) at Dec. 31, 2019 | 778,807 | 778,807 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 4,474 | $ 4,474 | ||||
Translation adjustment | 388 | 388 | ||||
Dividends paid | (2,998) | (2,998) | ||||
Share-based compensation expense | 1,278 | 1,278 | ||||
Restricted stock grants (net of forfeitures) | (2,190) | $ 2,190 | ||||
Restricted stock grants (net of forfeitures) (in shares) | 129,483 | |||||
Treasury shares repurchased | $ (3,681) | (3,681) | ||||
Treasury shares repurchased (in shares) | 273,179 | |||||
Balance at Dec. 31, 2020 | $ 53 | $ 31,962 | $ (14,747) | $ 28,191 | $ (742) | $ 44,717 |
Balance (in shares) at Dec. 31, 2020 | 5,284,500 | 5,284,500 | ||||
Balance (in shares) at Dec. 31, 2020 | 922,503 | 922,503 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net income | $ 4,474 | $ 6,787 |
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | ||
Depreciation and amortization expense | 713 | 488 |
Provision for doubtful accounts | 130 | |
Deferred income tax benefit | (170) | (111) |
Share-based compensation expense | 1,278 | 759 |
Loss on disposal of fixed assets | 3 | |
Amortization of discount on accounts receivable | (164) | (457) |
Amortization of right-of-use assets | 392 | 370 |
Change in fair value of contingent earn-out consideration | 47 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 26,727 | (17,134) |
Inventory | (1,997) | (1,284) |
Prepaid expenses and other current assets | (739) | (724) |
Vendor prepayments | (766) | 3,072 |
Accounts payable and accrued expenses | 8,678 | 11,636 |
Lease liability, net | (448) | (336) |
Other assets and liabilities | (186) | 180 |
Net cash and cash equivalents provided by operating activities | 37,969 | 3,249 |
Cash flows from investing activities | ||
Purchase of equipment and leasehold improvements | (23) | (106) |
Payment for acquisitions, net of cash acquired | (16,782) | |
Net cash and cash equivalents used in investing activities | (16,805) | (106) |
Cash flows from financing activities | ||
Purchase of treasury stock | (3,681) | (86) |
Borrowings under revolving credit facility | 6,800 | |
Repayments of borrowings under revolving credit facility | (6,800) | |
Dividends paid | (2,998) | (3,066) |
Payments of deferred financing costs | (61) | |
Net cash and cash equivalents used in financing activities | (6,740) | (3,152) |
Effect of foreign exchange rate on cash and cash equivalents | (60) | 110 |
Net increase in cash and cash equivalents | 14,364 | 101 |
Cash and cash equivalents at beginning of year | 14,984 | 14,883 |
Cash and cash equivalents at end of year | 29,348 | 14,984 |
Supplementary disclosure of cash flow information: | ||
Income taxes paid | 2,425 | 2,394 |
Interest paid | $ 49 | $ 47 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Description of Business | |
Description of Business | Note 1. Description of Business Wayside Technology Group, Inc. and Subsidiaries (the “Company”), was incorporated in Delaware in 1982. The Company distributes technology products developed by others to resellers who in turn sell to end customers worldwide. The Company also is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide. The Company also operates in Canada, the United Kingdom and Europe. The Company offers an extensive line of products from leading software vendors and tools for virtualization/cloud computing, security, networking, storage & infrastructure management, application lifecycle management and other technically sophisticated domains as well as computer hardware. 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 under the names “Climb Channel Solutions” (formerly Lifeboat Distribution) and “Sigma Software Distribution”. The “Solutions” segment is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide under the names “TechXtend” and “Grey Matter”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation and Operations 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. Business Combinations The Company accounts for business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make extensive use of certain estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant areas of estimation include but are not limited to accounting for allowance for doubtful accounts, sales returns, allocation of revenue in multiple deliverable arrangements, principal vs. agent considerations, discount rates applicable to long term receivables, inventory obsolescence, income taxes, depreciation, amortization of intangible assets, contingencies and stock-based compensation. Actual results could differ from those estimates. Net Income Per Common Share Our basic and diluted earnings per share are computed using the two-class method. The ck 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. A reconciliation of the numerators and denominators of the basic and diluted per share computations follows: Year ended December 31, 2020 2019 Numerator: Net income $ 4,474 $ 6,787 Less distributed and undistributed income allocated to participating securities 130 130 Net income attributable to common shareholders 4,344 6,657 Denominator: Weighted average common shares (Basic) 4,288 4,421 Weighted average common shares including assumed conversions (Diluted) 4,288 4,421 Basic net income per share $ 1.01 $ 1.51 Diluted net income per share $ 1.01 $ 1.51 Cash Equivalents The Company considers all liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable principally represents amounts collectible from our customers. The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support any outstanding obligation. From time to time, we sell accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. The Company has no significant retained interests or servicing liabilities related to the accounts receivable sold. Proceeds from the sale of receivables approximated their discounted book value and were included in operating cash flows on the Consolidated Statements of Cash Flows. Allowance for Accounts Receivable We provide allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of our customers to make required payments. We take into consideration the overall quality and aging of the receivable portfolio along with specifically identified customer risks. If actual customer payment performance were to deteriorate to an extent not expected, additional allowances may be required. At the time of sale, we record an estimate for sales returns based on historical experience. If actual sales returns are greater than estimated by management, additional expense may be incurred. 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. Cumulative translation adjustments have been classified within accumulated other comprehensive income, which is a separate component of stockholders’ equity in accordance FASB ASC Topic No. 220, “Comprehensive Income”. Foreign currency transaction gains and losses are recorded as income or expenses as amounts are settled. For foreign currency remeasurement from each local currency into the appropriate functional currency, monetary assets and liabilities are remeasured to functional currencies using current exchange rates in effect at the balance sheet date. Gains or losses from these remeasurements have been included in the Company's Consolidated Statements of Earnings. Non-monetary assets and liabilities are recorded at historical exchange rates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations in credit risk consist of cash and cash equivalents. The Company’s cash and cash equivalents, at times, may exceed federally insured limits. The Company’s cash and cash equivalents are deposited primarily in banking institutions with global operations. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Financial Instruments The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of December 31, 2020 and 2019, because of the relative short maturity of these instruments. The Company’s accounts receivable-long-term is discounted to their present value at prevailing market rates at the time of sale which, approximates fair value as of December 31, 2020 and 2019. Inventory Inventory, consisting primarily of finished products held for resale, is stated at the lower of cost or net realizable value. Vendor Prepayments Vendor prepayments represents advance payments made to vendors to be applied against future purchases. Any amounts not expected to be utilized to apply against purchases within one year are reclassified to other long-term assets. Equipment and Leasehold Improvements Equipment and leasehold improvements are stated at cost or fair value, if purchased as part of a business combination. Equipment depreciation is calculated using the straight-line method over three to five years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the related lease terms, whichever is shorter. Software Development Costs Accounts Receivable-Long-Term Accounts receivable-long-term result from product sales with extended payment terms that are discounted to their present values at the 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. Goodwill We test goodwill for impairment on an annual basis and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In a qualitative assessment, we assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test. We may also elect the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. In the quantitative impairment test, we compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. Conversely, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Intangible Assets Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives, which is determined based on their expected period of benefit. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset's carrying amount over its fair value. In addition, each quarter, the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life. Comprehensive Income Comprehensive income consists of net income for the period and the impact of unrealized foreign currency translation adjustments. The foreign currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in international subsidiaries. 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 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 of sales taxes collected from customers, which are subsequently remitted to governmental entities. 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. — 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. Freight Stock-Based Compensation The Company has stockholder-approved stock incentive plans for employees and directors. Stock-based compensation is recognized based on the grant date fair value and is recognized as expense on a straight-line basis over the requisite service period. Operating Segments Treasury Stock Treasury stock is accounted for at cost. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares. Interest, net Interest, net consists primarily of income from the amortization of the discount on accounts receivable long term, net of interest expense on the Company’s credit facility. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. This method also requires a valuation allowance against the net deferred tax asset if, based on the weighted available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense when assessed. The Company accounts for uncertainties in accordance with FASB ASC 740 “Income Taxes”. This standard clarified the accounting for uncertainties in income taxes. The standard prescribes criteria for recognition and measurement of tax positions. It also provides guidance on derecognition, classification, interest and penalties, and disclosures related to income taxes associated with uncertain tax positions. The Company classifies all deferred tax asset or liabilities as non-current on the balance sheet. Foreign Exchange Reclassifications Recently Issued Accounting Pronouncements 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. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have upon its financial position and results of operations, if any. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition | |
Revenue Recognition | 3. Revenue Recognition 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 Year ended Net sales: December 31, December 31, 2020 2019 Hardware, software and other products $ $ 189,335 Software - security & highly interdependent with support 7,186 Maintenance, support & other services 12,238 Net sales $ $ 208,759 See Note 14 for disaggregation of revenue by segment and geography. 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. 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 in Note 2 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 below 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 vendor partner 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 30-60 days. The balance of accounts receivable, net of allowance for doubtful accounts as of December 31, 2020 and 2019 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. 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Acquisitions | |
Acquisitions | 4. Acquisitions Acquisition of Interwork Technologies On April 30, 2020, pursuant to a Stock Purchase Agreement dated April 20, 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”). The Company acquired Interwork for an aggregate purchase price of $5 million Canadian dollar (equivalent to $3.6 million USD), subject to certain working capital adjustments, paid at closing plus a potential post-closing $1.1 million Canadian dollar (equivalent to $0.8 million USD) earn-out. The allocation of the purchase price was based upon the estimated fair value of Interwork’s net tangible and identifiable intangible assets as of the date of the acquisition. The transaction was accounted for under the purchase method of accounting. The financial position and operating results of Interwork is included in the Company’s consolidated financial statements from the date of acquisition. The net sales and net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it has been integrated into the Company’s operations. The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet and the acquisition date fair value of the total consideration transferred were as follows. The Company is in the process of filing remaining tax returns; thus the provisional measurements of goodwill and deferred income taxes are subject to change: (in thousands) Cash $ 1,009 Trade accounts receivable 9,534 Other current assets 628 Intangible assets Vendor relationships (14-year weighted average useful life) 3,797 Non-compete (1-year useful life) 8 Goodwill 3,857 Other assets 117 Accounts payable and other current liabilities (15,051) Deferred income tax liabilities (389) Taxes payable (600) Net assets $ 2,910 (in thousands) Supplementary information: Cash paid to sellers $ 2,150 Contingent earn-out 760 Total purchase consideration $ 2,910 Cash paid to sellers 2,150 Cash acquired in acquisition (1,009) Net cash paid for acquisition $ 1,141 Intangible assets are comprised of approximately $3.8 million of vendor relationships with a weighted average amortization period of 13.7 years, representing the expected period of benefits, of which $2.3 million is deductible for Canadian income tax purposes. Goodwill, which was allocated to the Distribution segment, is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes. The purchase consideration includes approximately $0.8 million of potential earn-out consideration if certain targets are achieved, payable in cash. As of December 31, 2020, the Company reassessed the earn-out liability and increased the fair value of the earn-out liability by less than $0.1 million, with the adjustment recognized within selling, general and administrative expenses during the year ended December 31, 2020. The earn-out liability is included in accounts payable and accrued expenses as of December 31, 2020 as payment would be due in the third quarter of 2021. Acquisition of CDF Group Limited On November 6, 2020, the Company entered into a Share Purchase Agreement and purchased the entire share capital of CDF Group Limited (“CDF”) for an aggregate purchase price of approximately £13.3 million (equivalent to approximately $17.4 million USD), subject to certain working capital and other adjustments. The allocation of the purchase price was based upon the estimated fair value of CDF’s net tangible and identifiable intangible assets as of the date of the acquisition. The transaction was accounted for under the purchase method of accounting. The financial position and operating results of CDF is included in the Company’s consolidated financial statements from the date of acquisition. The Company recorded net revenue for CDF of approximately $3.8 million and net income of approximately $0.2 million during the year ended December 31, 2020. The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet and the acquisition date fair value of the total consideration transferred is depicted in the table below. Due to the timing of the closing of the transaction in the fourth quarter of 2020, the Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily (i) the final valuation of goodwill and intangible assets, (ii) capitalized software, and (iii) the final evaluation and assessment of income tax accounts; therefore the final fair value of the assets acquired and liabilities assumed may vary from the Company’s preliminary estimates: (in thousands) Cash $ 8,463 Trade accounts receivable 8,093 Other current assets 260 Equipment and leasehold improvements, net 1,367 Intangible assets Customer relationships (13-year useful life) 6,357 Trademarks (15-year useful life) 504 Non-compete (1-year useful life) 42 Goodwill 12,774 Other assets 375 Accounts payable and other current liabilities (12,364) Deferred income tax liabilities (1,461) Other liabilities (306) Net assets $ 24,104 (in thousands) Supplementary information: Cash paid to sellers $ 24,104 Cash acquired in acquisition (8,463) Net cash paid for acquisition $ 15,641 Estimated intangible assets are comprised of approximately $6.4 million of customer relationships with an amortization period of 13 years and $0.5 million of tradenames with an amortization period of 15 years, representing the expected periods of benefits. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes. The preliminary allocation of the purchase price for the acquisitions of Interwork and CDF were allocated based on information that is currently available. The Company's estimates and assumptions underlying the initial allocations is subject to the collection of information necessary to complete its allocations within the measurement period, which is up to one year from each of the acquisition dates. The Company incurred acquisition related costs of approximately $1.5 million during the year ended December 31, 2020 in conjunction with the acquisitions of Interwork and CDF, which are reflected in the accompanying consolidated statements of earnings. There were no acquisition related costs incurred during the year ended December 31, 2019. Pro Forma Results (unaudited) The following unaudited pro forma financial information summarizes the results of operations for the years ended December 31, 2020 and 2019 as if the acquisition of Interwork and CDF had been completed as of the beginning of 2020 and 2019, respectively. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the acquisitions and adjustments to reflect the change in intangible assets amortization and income taxes at a rate consistent with the tax rates of the local jurisdictions. As a result, these pro forma results do not necessarily represent results that would have occurred if the acquisitions had taken place on the basis assumed above, nor are they indicative of the results of future combined periods. Year ended December 31, 2020 2019 Net sales $ 279,723 $ 246,836 Net income $ 5,250 $ 8,336 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets The following table summarizes the changes in the carrying amount of goodwill for the year ended December 31, 2020. Balance at January 1, 2020 $ — Goodwill acquired during 2020 16,631 Translation adjustments 185 Balance December 31, 2020 $ 16,816 Goodwill represents the premium paid over the fair value of the net tangible and intangible assets that are individually identified and separately recognized in business combinations. The change in our goodwill balance during the year ended December 31, 2020 relates to our acquisitions of Interwork and CDF, with goodwill acquired through our acquisitions of Interwork and CDF provisional for a period of up to one year from the acquisition date. Information related to the Company’s other intangibles, net is as follows: As of 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. Intangible assets acquired through our acquisition of CDF are provisional for a period of up to one year from the acquisition date. During the year ended December 31, 2020, the Company recognized total amortization expense for other intangibles, net of $0.3 million. There was no amortization expense for other intangibles, net during the year ended December 31, 2019. Estimated future amortization expense of the Company’s other intangibles, net as of December 31, 2020 is as follows: 2021 $ 860 2022 822 2023 822 2024 822 2025 822 Thereafter 6,477 Total $ 10,625 |
Right-of-use Asset and Lease Li
Right-of-use Asset and Lease Liability | 12 Months Ended |
Dec. 31, 2020 | |
Right-of-use Asset and Lease Liability | |
Right-of-use Asset and Lease Liability | 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 Consolidated Balance Sheets and lease expense for these leases is recognized on a straight-line basis over the lease term. Right-of-use 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 right-of-use 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: Year ended December 31, 2020 2019 Cash paid for operating lease liabilities $ 503 $ 460 Right-of-use assets obtained in exchange for new operating lease obligations (1) $ 537 $ 2,163 Weighted-average remaining lease term 6.1 years 7.2 years Weighted-average discount rate (1) During the year ended December 31, 2020, includes $0.5 million recognized through acquisitions. During the year ended December 31, 2019, represents operating leases existing on January 1, 2019 and recognized as part of the Company’s adoption of ASU 2016-02. Maturities of lease liabilities as of December 31, 2020 were as follows: 2021 $ 562 2022 500 2023 535 2024 545 2025 555 Thereafter 674 3,371 Less: imputed interest (714) Total lease liabilities $ 2,657 Lease liabilities, current portion 490 Lease liabilities, net of current portion 2,167 Total lease liabilities $ 2,657 |
Balance Sheet Detail
Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Detail | |
Balance Sheet Detail | 7. Balance Sheet Detail Equipment and leasehold improvements, net consist of the following: December 31, December 31, 2020 2019 Equipment $ 2,482 $ 2,230 Capitalized software 777 — Leasehold improvements 1,760 1,289 5,019 3,519 Less accumulated depreciation and amortization (2,711) (2,304) $ 2,308 $ 1,215 Depreciation expense relating to equipment and leasehold improvements, net was $0.4 million and $0.5 million during the years ended December 31, 2020 and 2019, respectively. Amortization expense relating to capitalized software was less than $0.1 million and zero during the years ended December 31, 2020 and 2019. Accounts receivable – long term, net consist of the following: December 31, December 31, 2020 2019 Total amount due from customer $ 1,853 $ 5,656 Less: unamortized discount (49) (194) Less: current portion included in accounts receivable (1,500) (4,104) $ 304 $ 1,358 Accounts payable and accrued expenses consist of the following: December 31, December 31, 2020 2019 Trade accounts payable $ 107,045 $ 73,310 Accrued expenses 9,647 5,054 $ 116,692 $ 78,364 Accumulated other comprehensive loss consists of the following: December 31, December 31, 2020 2019 Foreign currency translation adjustments $ (742) $ (1,130) $ (742) $ (1,130) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | 8. Income Taxes Deferred tax attributes resulting from differences between the tax basis of assets and liabilities and the reported amounts in the consolidated balance sheet are as follows: December 31, December 31, 2020 2019 Deferred tax assets: Accruals and reserves $ 483 $ 383 Deferred rent credit 175 139 Depreciation and amortization 7 — Total deferred tax assets 665 522 Deferred tax liabilities: Accruals and reserves (9) — Depreciation and amortization (2,010) (266) Total deferred tax liabilities (2,019) (266) Net deferred tax (liabilities) asset $ (1,354) $ 256 The provision for income taxes is as follows: Year ended December 31, 2020 2019 Current: Federal $ 1,339 $ 1,740 State 263 412 Foreign 314 220 1,916 2,372 Deferred: Federal (134) (120) State (28) 9 Foreign (8) — (170) (111) $ 1,746 $ 2,261 Effective Tax Rate % % The reasons for the difference between total tax expense and the amount computed by applying the U.S. statutory federal income tax rate to income before income taxes are as follows: Year ended December 31, 2020 2019 Statutory rate applied to pretax income $ 1,309 $ 1,900 Acquisition related costs 319 — Stock compensation (59) — Dividends (19) — Other permanent items 19 27 State income taxes, net of federal income tax benefit 182 269 Foreign income taxes over U.S. statutory rate (1) 28 Other items (4) 37 Income tax expense $ 1,746 $ 2,261 The Company has analyzed filing positions in all 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 has identified its federal consolidated tax return, its state tax return in New Jersey, its Canadian tax return and its tax return in the United Kingdom as major tax jurisdictions. As of December 31, 2020, the Company’s 2017 through 2019 Federal tax returns remain open for examination. The Company’s New Jersey and Canadian tax returns are open for examination for the years 2016 through 2019. The Company’s tax return in the United Kingdom is open for examination for the years 2019 and 2020. 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 experience and interpretations of tax law applied to the facts of each matter. For financial reporting purposes, income before income taxes includes the following components: Year ended December 31, 2020 2019 United States $ 4,767 $ 8,155 Foreign 1,453 893 $ 6,220 $ 9,048 The Company has approximately $6.7 million of undistributed earnings in Canada, which it continues to reinvest indefinitely, and therefore no withholding taxes related to its repatriation has been recorded. The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31, 2020 and 2019: 2020 2019 Balance as of January 1 $ 49 $ 541 Additions related to prior period tax positions - - Reductions related to settlements with tax authorities (49) (492) Balance as of December 31 $ - $ 49 During the years ended December 31, 2020 and 2019, the Company incurred interest and penalties of less than $0.1 million, respectively, related to these uncertain tax benefits. |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2020 | |
Credit Facility. | |
Credit Facility | 9. Credit Facility On November 15, 2017, the Company entered into a $20 million 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”). 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 December 31, 2020. 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. At December 31, 2020 and 2019, the Company had no borrowings outstanding under the Credit Facility. The Company incurred $0.1 million of interest expense, related to the Credit Facility during the years ended December 31, 2020 and 2019, respectively . |
Stockholders' Equity and Stock
Stockholders' Equity and Stock Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity and Stock Based Compensation | |
Stockholders' Equity and Stock Based Compensation | 10. Stockholders’ Equity and Stock-Based Compensation At the annual stockholder’s meeting held on June 6, 2012, the Company’s stockholders approved the 2012 Stock-Based Compensation Plan (the “2012 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 December 31, 2020, the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2012 Plan is 384,164. During the year ended December 31, 2020, the Company granted a total of 134,165 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest immediately or over time in up to sixteen equal quarterly installments. During the year ended December 31, 2020, 4,682 shares of Restricted Stock were forfeited as a result of officers, directors and employees terminating employment with the Company. During the year ended December 31, 2019, the Company granted a total of 32,905 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest immediately or over time in up to sixteen equal quarterly installments. During the year ended December 31, 2019, 16,530 shares of Restricted Stock were forfeited as a result of officers, directors and employees terminating employment with the Company. There was no options activity during the year ended December 31, 2020 and 2019 and there were no options outstanding or exercisable at December 31, 2020 and 2019, respectively, under the Company’s 2012 Plan. Under the various plans, options that are cancelled can be reissued. At December 31, 2020, no cancelled options were reserved for future reissuance. A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s 2012 Plan as of December 31, 2020, and 2019 and changes during the years ended December 31, 2020 and 2019 is as follows: Weighted Average Grant Date Shares Fair Value Nonvested shares at January 1, 2019 96,744 $ 15.67 Granted in 2019 32,905 11.97 Vested in 2019 (49,197) 14.53 Forfeited in 2019 (16,530) 14.52 Nonvested shares at December 31, 2019 63,922 $ 14.94 Granted in 2020 134,165 14.31 Vested in 2020 (70,613) 16.36 Forfeited in 2020 (4,682) 16.85 Nonvested shares at December 31, 2020 122,792 $ 13.37 As of December 31, 2020, there was approximately $1.5 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.6 years. For the years ended December 31, 2020 and 2019, the Company recognized share-based compensation cost of approximately $1.3 million and $0.8 million, respectively, which is included in selling, general and administrative expenses. The Company does not capitalize any share-based compensation cost. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2020 | |
Defined Contribution Plan | |
Defined Contribution Plan | 11. Defined Contribution Plan The Company maintains a defined contribution plan covering substantially all employees. Participating employees may make contributions to the plan, through payroll deductions. Matching contributions are made by the Company equal to 50% of the employee’s contribution to the extent such employee contribution did not exceed 6% of their compensation. During the years ended December 31, 2020 and 2019, the Company expensed approximately $0.3 million, respectively, related to this plan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies Employment Agreements The Company has entered into employment agreements with four of its executive officers. If the Company terminates their respective employment for any reason other than for cause, these executive officers are entitled to severance payments ranging from six to twelve months at each executive officer’s then applicable base salary. Certain of these executive officers are entitled to additional severance payments if the Company terminates their respective employment for any reason other than for cause during the term of their employment and on or within twelve months following a change in control. Other As of December 31, 2020, the Company has no standby letters of credit, has no standby repurchase obligations or other commercial commitments. The Company has a line of credit see Note 9 (Credit Facility). Other than employment arrangements, other management compensation arrangements and related party transactions as disclosed in Note 13, the Company is not engaged in any other transactions with related parties. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions The Company made sales to a customer where a member of our Board of Directors is an executive. During the years ended December 31, 2020 and 2019, net sales to this customer totaled $0.1 million, respectively, and amounts due from this customer as of December 31, 2020 and 2019 totaled $0.1 million, respectively, which were settled in cash subsequent to each year end. |
Industry, Segment and Geographi
Industry, Segment and Geographic Financial Information | 12 Months Ended |
Dec. 31, 2020 | |
Industry, Segment and Geographic Financial Information | |
Industry, Segment and Geographic Financial Information | 14. Industry, Segment and Geographic Financial 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. We also operate a sales branch in Europe to serve our customers in this region of the world. Geographic revenue and identifiable assets related to operations as of and for the years ended December 31, 2020 and 2019 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. No one country other than the USA represents more than 10% of net sales for 2020 or 2019. 2020 2019 Net sales to Unaffiliated Customers: USA $ 221,354 $ 186,488 Canada 16,846 11,751 Europe and United Kingdom 13,368 10,520 Total $ 251,568 $ 208,759 December 31, December 31, Identifiable Assets by Geographic Areas at December 31, 2020 2019 USA $ 114,126 $ 113,257 Canada 18,514 8,368 Europe and United Kingdom 13,301 4,656 Unallocated 19,592 — Total $ 165,533 $ 126,281 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 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. 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 they provide the same products and services to similar clients and are considered together when the 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 a 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. Year ended December 31, 2020 2019 Revenue: Distribution $ 233,740 $ 193,558 Solutions 17,828 15,201 251,568 208,759 Gross Profit: Distribution $ 29,136 $ 26,773 Solutions 3,904 3,194 33,040 29,967 Direct Costs: Distribution $ 12,453 $ 10,104 Solutions 1,767 1,526 14,220 11,630 Segment Income Before Taxes: (1) Distribution $ 16,683 $ 16,669 Solutions 2,137 1,668 Segment Income Before Taxes 18,820 18,337 General and administrative $ 9,709 $ 9,264 Legal and financial advisory expenses, net - unsolicited bid and related matters 1,586 120 Acquisition related costs 1,518 — Amortization and depreciation expense 704 487 Interest, net 121 500 Foreign currency transaction gain 796 82 Income before taxes $ 6,220 $ 9,048 (1) Excludes general corporate expenses including legal and financial advisory expenses, net – unsolicited bid and related matters, acquisition related costs, amortization and depreciation expense, interest, and foreign currency transaction gains. As of As of December 31, December 31, Selected Assets by Segment: 2020 2019 Distribution $ 100,841 $ 99,602 Solutions 7,304 5,603 Segment Select Assets 108,145 105,205 Goodwill and Intangible Assets 19,592 — Corporate Assets 37,796 21,076 Total Assets $ 165,533 $ 126,281 Year ended Disaggregation of Revenue: December 31, December 31, 2020 2019 Distribution Hardware, software and other products $ $ Software - security & highly interdependent with support Maintenance, support & other services Net Sales $ $ Solutions Hardware, software and other products $ $ 13,564 Software - security & highly interdependent with support 288 Maintenance, support & other services 1,349 Net Sales $ $ The Company had two customers that each accounted for more than 10% of total consolidated net sales for the year ended December 31, 2020. For the year ended December 31, 2020, CDW Corporation (“CDW”) and Software House International Corporation (“SHI”), accounted for 24%, and 14%, respectively, of consolidated net sales and as of December 31, 2020, 19% and 9%, respectively, of total net accounts receivable. For the year ended December 31, 2020, Sophos and SolarWinds accounted for 20% and 12%, respectively of our consolidated purchases. For the year ended December 31, 2019, CDW and SHI accounted for 26%, and 16%, respectively, of consolidated net sales and as of December 31, 2019, 43% and 12%, respectively, of total net accounts receivable. For the year ended December 31, 2019, Sophos and SolarWinds accounted for 22% and 17%, respectively of our consolidated purchases. Our top five customers accounted for 52% and 56% of consolidated net sales for the years ended December 31, 2020 and 2019, respectively. |
Unsolicited Bid and Shareholder
Unsolicited Bid and Shareholder Demand | 12 Months Ended |
Dec. 31, 2020 | |
Unsolicited Bid and Shareholder Demand | |
Unsolicited Bid and Shareholder Demand | 15. Unsolicited Bid and Shareholder Demand On July 15, 2019 and August 23, 2019, the Company received letters from Shepherd Kaplan Krochuk, LLC (“SKK”) and North & Webster SSG, LLC (“N&W”) announcing an unsolicited bid to acquire the Company. The proposal was subject to a number of contingencies, including the need for SKK and N&W to secure financing to complete a transaction. On November 27, 2019, SKK, N&W, and Messrs. Shepherd, Kaplan, Krochuk and Kidston (collectively, the “SKK 13D Group”) entered into a Joint Filing Agreement and filed a Schedule 13D with the SEC, disclosing an aggregate 5.8% ownership stake in the Company. Also on November 27, 2019, Mr. Nynens entered into an agreement with SKK and N&W (the “November 27 Agreement”), granting SKK an irrevocable proxy to vote his shares of Common Stock (i) in favor of any acquisition proposal by SKK, (ii) against any third-party acquisition, and (iii) as directed by SKK with respect to the election of directors nominated by persons other than the Company. On December 20, 2019, Mr. Nynens delivered a nomination notice to the Company regarding his intent to nominate Kim J. McCauley, Delynn Copley, Dennis M. Crowley, III and Nilesh Shah at the Meeting. On February 11, 2020, after considering the proposals with its financial advisers, the Board responded to SKK and N&W that the expired proposal received on December 10, 2019 would not have been in the best interests of the Company’s stockholders because it undervalues the Company, and did not serve as a basis for further diligence or discussion. On January 22, 2020, the Company received a letter from one of its stockholders demanding that the Board investigate and bring an action against Mr. Nynens for breaches of certain restrictive covenants contained in his Separation and Release Agreement, dated May 11, 2018, including his covenant not to seek future employment with the Company. As a result, the Company filed a lawsuit (the “Lawsuit”) against Mr. Nynens, SKK, and N&W in the Superior Court of New Jersey Monmouth County, on February 14, 2020. On April 16, 2020 (the “Effective Date”), the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Mr. Nynens, SKK, N&W, and each of Dennis Crowley, David Shepherd, David Kaplan, Timothy Krochuk and Samuel Kidston (collectively with SKK and N&W, the “SKK Parties”). Pursuant to the Settlement Agreement, the Company agreed to voluntarily dismiss the Lawsuit with prejudice, and 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. Mr. Nynens and the SKK Parties terminated the November 27 Agreement and the Joint Filing Agreement. Additionally, Mr. Nynens agreed to withdraw the notice of intent to nominate director candidates for election at the 2020 annual meeting of stockholders of the Company, submitted by Mr. Nynens on December 20, 2019, and to cease all solicitation of proxies and other activities in connection with such annual meeting. For further information, see the Current Report on Form 8-K filed by the Company on April 17, 2020. 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 approximately $1.6 million in legal and advisory expenses, net during the year ended December 31, 2020 related to the above matter. In connection with the above matter, the Company made certain claims for reimbursement under its insurance policies. During the year ended December 31, 2020, reimbursement for insurance proceeds realized totaling $0.3 million has been recorded. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Results of Operations (Unaudited) | |
Quarterly Results of Operations (Unaudited) | 16. Quarterly Results of Operations (Unaudited) The following table presents summarized quarterly results for 2020: First Second Third Fourth Net sales $ 62,618 $ 56,586 $ 60,919 $ 71,445 Gross profit 8,164 7,114 7,237 10,525 Net income 836 581 530 2,527 Basic net income per common share $ 0.18 $ 0.13 $ 0.13 $ 0.58 Diluted net income per common share $ 0.18 $ 0.13 $ 0.13 $ 0.58 The following table presents summarized quarterly results for 2019: First Second Third Fourth Net sales $ 44,858 $ 50,676 $ 52,363 $ 60,862 Gross profit 7,234 7,819 7,055 7,859 Net income 1,463 1,857 1,445 2,022 Basic net income per common share $ 0.32 $ 0.42 $ 0.32 $ 0.45 Diluted net income per common share $ 0.32 $ 0.42 $ 0.32 $ 0.45 |
Schedule II--Valuation and Qual
Schedule II--Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
Schedule II--Valuation and Qualifying Accounts | |
Schedule II--Valuation and Qualifying Accounts | Wayside Technology Group, Inc. and Subsidiaries Schedule II--Valuation and Qualifying Accounts (Amounts in thousands) Charged to Beginning Cost and Ending Description Balance Expense Deductions Balance Year ended December 31, 2019 Allowances for accounts receivable $ 785 $ — $ 20 $ 765 Year ended December 31, 2020 Allowances for accounts receivable $ 765 $ 130 $ 3 $ 892 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation and Operations | Principles of Consolidation and Operations 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. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make extensive use of certain estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant areas of estimation include but are not limited to accounting for allowance for doubtful accounts, sales returns, allocation of revenue in multiple deliverable arrangements, principal vs. agent considerations, discount rates applicable to long term receivables, inventory obsolescence, income taxes, depreciation, amortization of intangible assets, contingencies and stock-based compensation. Actual results could differ from those estimates. |
Net Income Per Common Share | Net Income Per Common Share Our basic and diluted earnings per share are computed using the two-class method. The ck 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. A reconciliation of the numerators and denominators of the basic and diluted per share computations follows: Year ended December 31, 2020 2019 Numerator: Net income $ 4,474 $ 6,787 Less distributed and undistributed income allocated to participating securities 130 130 Net income attributable to common shareholders 4,344 6,657 Denominator: Weighted average common shares (Basic) 4,288 4,421 Weighted average common shares including assumed conversions (Diluted) 4,288 4,421 Basic net income per share $ 1.01 $ 1.51 Diluted net income per share $ 1.01 $ 1.51 |
Cash Equivalents | Cash Equivalents The Company considers all liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable principally represents amounts collectible from our customers. The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support any outstanding obligation. From time to time, we sell accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. The Company has no significant retained interests or servicing liabilities related to the accounts receivable sold. Proceeds from the sale of receivables approximated their discounted book value and were included in operating cash flows on the Consolidated Statements of Cash Flows. |
Allowance for Accounts Receivable | Allowance for Accounts Receivable We provide allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of our customers to make required payments. We take into consideration the overall quality and aging of the receivable portfolio along with specifically identified customer risks. If actual customer payment performance were to deteriorate to an extent not expected, additional allowances may be required. At the time of sale, we record an estimate for sales returns based on historical experience. If actual sales returns are greater than estimated by management, additional expense may be incurred. |
Foreign Currency Translation | 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. Cumulative translation adjustments have been classified within accumulated other comprehensive income, which is a separate component of stockholders’ equity in accordance FASB ASC Topic No. 220, “Comprehensive Income”. Foreign currency transaction gains and losses are recorded as income or expenses as amounts are settled. For foreign currency remeasurement from each local currency into the appropriate functional currency, monetary assets and liabilities are remeasured to functional currencies using current exchange rates in effect at the balance sheet date. Gains or losses from these remeasurements have been included in the Company's Consolidated Statements of Earnings. Non-monetary assets and liabilities are recorded at historical exchange rates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations in credit risk consist of cash and cash equivalents. The Company’s cash and cash equivalents, at times, may exceed federally insured limits. The Company’s cash and cash equivalents are deposited primarily in banking institutions with global operations. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Financial Instruments | Financial Instruments The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of December 31, 2020 and 2019, because of the relative short maturity of these instruments. The Company’s accounts receivable-long-term is discounted to their present value at prevailing market rates at the time of sale which, approximates fair value as of December 31, 2020 and 2019. |
Inventory | Inventory Inventory, consisting primarily of finished products held for resale, is stated at the lower of cost or net realizable value. |
Vendor Prepayments | Vendor Prepayments Vendor prepayments represents advance payments made to vendors to be applied against future purchases. Any amounts not expected to be utilized to apply against purchases within one year are reclassified to other long-term assets. |
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements Equipment and leasehold improvements are stated at cost or fair value, if purchased as part of a business combination. Equipment depreciation is calculated using the straight-line method over three to five years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the related lease terms, whichever is shorter. |
Software Development Costs | Software Development Costs |
Accounts Receivable-Long-Term | Accounts Receivable-Long-Term Accounts receivable-long-term result from product sales with extended payment terms that are discounted to their present values at the 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. |
Goodwill & Intangible Assets | Goodwill We test goodwill for impairment on an annual basis and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In a qualitative assessment, we assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test. We may also elect the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. In the quantitative impairment test, we compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. Conversely, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Intangible Assets Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives, which is determined based on their expected period of benefit. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset's carrying amount over its fair value. In addition, each quarter, the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life. |
Comprehensive Income | Comprehensive Income Comprehensive income consists of net income for the period and the impact of unrealized foreign currency translation adjustments. The foreign currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in international subsidiaries. |
Revenue Recognition | 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 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 of sales taxes collected from customers, which are subsequently remitted to governmental entities. 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. — 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. |
Freight | Freight |
Stock-Based Compensation | Stock-Based Compensation The Company has stockholder-approved stock incentive plans for employees and directors. Stock-based compensation is recognized based on the grant date fair value and is recognized as expense on a straight-line basis over the requisite service period. |
Operating Segments | Operating Segments |
Treasury Stock | Treasury Stock Treasury stock is accounted for at cost. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares. |
Interest, net | Interest, net Interest, net consists primarily of income from the amortization of the discount on accounts receivable long term, net of interest expense on the Company’s credit facility |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. This method also requires a valuation allowance against the net deferred tax asset if, based on the weighted available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense when assessed. The Company accounts for uncertainties in accordance with FASB ASC 740 “Income Taxes”. This standard clarified the accounting for uncertainties in income taxes. The standard prescribes criteria for recognition and measurement of tax positions. It also provides guidance on derecognition, classification, interest and penalties, and disclosures related to income taxes associated with uncertain tax positions. The Company classifies all deferred tax asset or liabilities as non-current on the balance sheet. |
Foreign Exchange | Foreign Exchange |
Reclassifications | Reclassifications |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have upon its financial position and results of operations, if any. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of the numerators and denominators for computations of the basic and diluted per share | Year ended December 31, 2020 2019 Numerator: Net income $ 4,474 $ 6,787 Less distributed and undistributed income allocated to participating securities 130 130 Net income attributable to common shareholders 4,344 6,657 Denominator: Weighted average common shares (Basic) 4,288 4,421 Weighted average common shares including assumed conversions (Diluted) 4,288 4,421 Basic net income per share $ 1.01 $ 1.51 Diluted net income per share $ 1.01 $ 1.51 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition | |
Summary of disaggregation of revenue according to revenue type | Year ended Net sales: December 31, December 31, 2020 2019 Hardware, software and other products $ $ 189,335 Software - security & highly interdependent with support 7,186 Maintenance, support & other services 12,238 Net sales $ $ 208,759 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Summary of pro forma results | Year ended December 31, 2020 2019 Net sales $ 279,723 $ 246,836 Net income $ 5,250 $ 8,336 |
Interwork Group, Inc. | |
Business Acquisition [Line Items] | |
Summary of purchase price allocations | (in thousands) Cash $ 1,009 Trade accounts receivable 9,534 Other current assets 628 Intangible assets Vendor relationships (14-year weighted average useful life) 3,797 Non-compete (1-year useful life) 8 Goodwill 3,857 Other assets 117 Accounts payable and other current liabilities (15,051) Deferred income tax liabilities (389) Taxes payable (600) Net assets $ 2,910 |
Summary of supplementary information related to acquisition | (in thousands) Supplementary information: Cash paid to sellers $ 2,150 Contingent earn-out 760 Total purchase consideration $ 2,910 Cash paid to sellers 2,150 Cash acquired in acquisition (1,009) Net cash paid for acquisition $ 1,141 |
CDF Group Limited | |
Business Acquisition [Line Items] | |
Summary of purchase price allocations | (in thousands) Cash $ 8,463 Trade accounts receivable 8,093 Other current assets 260 Equipment and leasehold improvements, net 1,367 Intangible assets Customer relationships (13-year useful life) 6,357 Trademarks (15-year useful life) 504 Non-compete (1-year useful life) 42 Goodwill 12,774 Other assets 375 Accounts payable and other current liabilities (12,364) Deferred income tax liabilities (1,461) Other liabilities (306) Net assets $ 24,104 |
Summary of supplementary information related to acquisition | (in thousands) Supplementary information: Cash paid to sellers $ 24,104 Cash acquired in acquisition (8,463) Net cash paid for acquisition $ 15,641 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Other Intangible Assets | |
Summary of goodwill | Balance at January 1, 2020 $ — Goodwill acquired during 2020 16,631 Translation adjustments 185 Balance December 31, 2020 $ 16,816 |
Summary of other intangibles, net | 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 |
Schedule of estimated future amortization expense of other intangible assets | 2021 $ 860 2022 822 2023 822 2024 822 2025 822 Thereafter 6,477 Total $ 10,625 |
Right-of-use Asset and Lease _2
Right-of-use Asset and Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Right-of-use Asset and Lease Liability | |
Schedule of information relating to right-of-use assets and related lease liabilities | Year ended December 31, 2020 2019 Cash paid for operating lease liabilities $ 503 $ 460 Right-of-use assets obtained in exchange for new operating lease obligations (1) $ 537 $ 2,163 Weighted-average remaining lease term 6.1 years 7.2 years Weighted-average discount rate (1) During the year ended December 31, 2020, includes $0.5 million recognized through acquisitions. During the year ended December 31, 2019, represents operating leases existing on January 1, 2019 and recognized as part of the Company’s adoption of ASU 2016-02. |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of December 31, 2020 were as follows: 2021 $ 562 2022 500 2023 535 2024 545 2025 555 Thereafter 674 3,371 Less: imputed interest (714) Total lease liabilities $ 2,657 Lease liabilities, current portion 490 Lease liabilities, net of current portion 2,167 Total lease liabilities $ 2,657 |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Detail | |
Schedule of equipment and leasehold improvements | December 31, December 31, 2020 2019 Equipment $ 2,482 $ 2,230 Capitalized software 777 — Leasehold improvements 1,760 1,289 5,019 3,519 Less accumulated depreciation and amortization (2,711) (2,304) $ 2,308 $ 1,215 |
Schedule of accounts receivable - long term, net | December 31, December 31, 2020 2019 Total amount due from customer $ 1,853 $ 5,656 Less: unamortized discount (49) (194) Less: current portion included in accounts receivable (1,500) (4,104) $ 304 $ 1,358 |
Schedule of accounts payable and accrued expenses | December 31, December 31, 2020 2019 Trade accounts payable $ 107,045 $ 73,310 Accrued expenses 9,647 5,054 $ 116,692 $ 78,364 |
Schedule of accumulated other comprehensive loss | December 31, December 31, 2020 2019 Foreign currency translation adjustments $ (742) $ (1,130) $ (742) $ (1,130) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of deferred tax assets and liabilities | December 31, December 31, 2020 2019 Deferred tax assets: Accruals and reserves $ 483 $ 383 Deferred rent credit 175 139 Depreciation and amortization 7 — Total deferred tax assets 665 522 Deferred tax liabilities: Accruals and reserves (9) — Depreciation and amortization (2,010) (266) Total deferred tax liabilities (2,019) (266) Net deferred tax (liabilities) asset $ (1,354) $ 256 |
Schedule of provision (benefit) for income taxes | Year ended December 31, 2020 2019 Current: Federal $ 1,339 $ 1,740 State 263 412 Foreign 314 220 1,916 2,372 Deferred: Federal (134) (120) State (28) 9 Foreign (8) — (170) (111) $ 1,746 $ 2,261 Effective Tax Rate % % |
Schedule of difference between total tax expense and the amount computed by applying the U.S. statutory federal income tax rate to income before income taxes | Year ended December 31, 2020 2019 Statutory rate applied to pretax income $ 1,309 $ 1,900 Acquisition related costs 319 — Stock compensation (59) — Dividends (19) — Other permanent items 19 27 State income taxes, net of federal income tax benefit 182 269 Foreign income taxes over U.S. statutory rate (1) 28 Other items (4) 37 Income tax expense $ 1,746 $ 2,261 |
Schedule of components of income before income taxes | Year ended December 31, 2020 2019 United States $ 4,767 $ 8,155 Foreign 1,453 893 $ 6,220 $ 9,048 |
Schedule of activity related to unrecognized tax benefits | 2020 2019 Balance as of January 1 $ 49 $ 541 Additions related to prior period tax positions - - Reductions related to settlements with tax authorities (49) (492) Balance as of December 31 $ - $ 49 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity and Stock Based Compensation | |
Summary of nonvested shares of Restricted Stock awards outstanding and the changes during the period | Weighted Average Grant Date Shares Fair Value Nonvested shares at January 1, 2019 96,744 $ 15.67 Granted in 2019 32,905 11.97 Vested in 2019 (49,197) 14.53 Forfeited in 2019 (16,530) 14.52 Nonvested shares at December 31, 2019 63,922 $ 14.94 Granted in 2020 134,165 14.31 Vested in 2020 (70,613) 16.36 Forfeited in 2020 (4,682) 16.85 Nonvested shares at December 31, 2020 122,792 $ 13.37 |
Industry, Segment and Geograp_2
Industry, Segment and Geographic Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Industry, Segment and Geographic Financial Information | |
Schedule of net sales to unaffiliated customers and identifiable assets by geographic areas | 2020 2019 Net sales to Unaffiliated Customers: USA $ 221,354 $ 186,488 Canada 16,846 11,751 Europe and United Kingdom 13,368 10,520 Total $ 251,568 $ 208,759 December 31, December 31, Identifiable Assets by Geographic Areas at December 31, 2020 2019 USA $ 114,126 $ 113,257 Canada 18,514 8,368 Europe and United Kingdom 13,301 4,656 Unallocated 19,592 — Total $ 165,533 $ 126,281 |
Schedule of segment reporting information | Year ended December 31, 2020 2019 Revenue: Distribution $ 233,740 $ 193,558 Solutions 17,828 15,201 251,568 208,759 Gross Profit: Distribution $ 29,136 $ 26,773 Solutions 3,904 3,194 33,040 29,967 Direct Costs: Distribution $ 12,453 $ 10,104 Solutions 1,767 1,526 14,220 11,630 Segment Income Before Taxes: (1) Distribution $ 16,683 $ 16,669 Solutions 2,137 1,668 Segment Income Before Taxes 18,820 18,337 General and administrative $ 9,709 $ 9,264 Legal and financial advisory expenses, net - unsolicited bid and related matters 1,586 120 Acquisition related costs 1,518 — Amortization and depreciation expense 704 487 Interest, net 121 500 Foreign currency transaction gain 796 82 Income before taxes $ 6,220 $ 9,048 (1) Excludes general corporate expenses including legal and financial advisory expenses, net – unsolicited bid and related matters, acquisition related costs, amortization and depreciation expense, interest, and foreign currency transaction gains. As of As of December 31, December 31, Selected Assets by Segment: 2020 2019 Distribution $ 100,841 $ 99,602 Solutions 7,304 5,603 Segment Select Assets 108,145 105,205 Goodwill and Intangible Assets 19,592 — Corporate Assets 37,796 21,076 Total Assets $ 165,533 $ 126,281 |
Summary of disaggregation of segment revenue | Year ended Disaggregation of Revenue: December 31, December 31, 2020 2019 Distribution Hardware, software and other products $ $ Software - security & highly interdependent with support Maintenance, support & other services Net Sales $ $ Solutions Hardware, software and other products $ $ 13,564 Software - security & highly interdependent with support 288 Maintenance, support & other services 1,349 Net Sales $ $ |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Results of Operations (Unaudited) | |
Summary of quarterly results | The following table presents summarized quarterly results for 2020: First Second Third Fourth Net sales $ 62,618 $ 56,586 $ 60,919 $ 71,445 Gross profit 8,164 7,114 7,237 10,525 Net income 836 581 530 2,527 Basic net income per common share $ 0.18 $ 0.13 $ 0.13 $ 0.58 Diluted net income per common share $ 0.18 $ 0.13 $ 0.13 $ 0.58 The following table presents summarized quarterly results for 2019: First Second Third Fourth Net sales $ 44,858 $ 50,676 $ 52,363 $ 60,862 Gross profit 7,234 7,819 7,055 7,859 Net income 1,463 1,857 1,445 2,022 Basic net income per common share $ 0.32 $ 0.42 $ 0.32 $ 0.45 Diluted net income per common share $ 0.32 $ 0.42 $ 0.32 $ 0.45 |
Description of Business (Detail
Description of Business (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Description of Business | |
Number of reportable operating segments | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||||
Net income | $ 2,527 | $ 530 | $ 581 | $ 836 | $ 2,022 | $ 1,445 | $ 1,857 | $ 1,463 | $ 4,474 | $ 6,787 |
Less distributed and undistributed income allocated to participating securities | 130 | 130 | ||||||||
Net income attributable to common shareholders | $ 4,344 | $ 6,657 | ||||||||
Denominator: | ||||||||||
Weighted average common shares (Basic) | 4,288 | 4,421 | ||||||||
Weighted average common shares including assumed conversions (Diluted) | 4,288 | 4,421 | ||||||||
Basic net income per common share (in dollars per share) | $ 0.58 | $ 0.13 | $ 0.13 | $ 0.18 | $ 0.45 | $ 0.32 | $ 0.42 | $ 0.32 | $ 1.01 | $ 1.51 |
Diluted net income per common share (in dollars per share) | $ 0.58 | $ 0.13 | $ 0.13 | $ 0.18 | $ 0.45 | $ 0.32 | $ 0.42 | $ 0.32 | $ 1.01 | $ 1.51 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Equipment and Revenue Recognition (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Equipment and leasehold improvements | ||
Payment period | 3 years | |
Number of reportable operating segments | segment | 2 | |
Equipment | Minimum | ||
Equipment and leasehold improvements | ||
Useful lives of assets | 3 years | |
Equipment | Maximum | ||
Equipment and leasehold improvements | ||
Useful lives of assets | 5 years | |
Capitalized software | ||
Equipment and leasehold improvements | ||
Software development costs, gross | $ | $ 0.8 | $ 0 |
Capitalized software | Minimum | ||
Equipment and leasehold improvements | ||
Amortization period | 4 years | |
Capitalized software | Maximum | ||
Equipment and leasehold improvements | ||
Amortization period | 10 years |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | $ 71,445 | $ 60,919 | $ 56,586 | $ 62,618 | $ 60,862 | $ 52,363 | $ 50,676 | $ 44,858 | $ 251,568 | $ 208,759 |
Deferred revenue balances | $ 0 | $ 0 | ||||||||
Minimum | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Payment terms on invoiced amount | 30 days | |||||||||
Maximum | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Payment terms on invoiced amount | 60 days | |||||||||
Hardware, software and other products | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | $ 230,462 | 189,335 | ||||||||
Software - security and highly interdependent with support | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 8,266 | 7,186 | ||||||||
Maintenance, support and other services revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | $ 12,840 | $ 12,238 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands, £ in Millions, $ in Millions | Nov. 06, 2020GBP (£) | Nov. 06, 2020USD ($) | Apr. 30, 2020CAD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Acquisition of CDF Group Limited | ||||||
Acquisition related costs | $ 1,518 | |||||
Interwork Group, Inc. | ||||||
Acquisition of CDF Group Limited | ||||||
Aggregate purchase price | $ 5 | $ 3,600 | ||||
Potential earn-out | $ 1.1 | $ 800 | ||||
CDF Group Limited | ||||||
Acquisition of CDF Group Limited | ||||||
Aggregate purchase price | £ 13.3 | $ 17,400 | ||||
Acquisition related costs | 1,500 | $ 0 | ||||
Revenue | 3,800 | |||||
Net income | $ 200 |
Acquisitions - Cash Considerati
Acquisitions - Cash Consideration (Details) - USD ($) $ in Thousands | Nov. 06, 2020 | Apr. 30, 2020 | Dec. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 16,816 | ||
Vendor Relationships | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Useful life | 14 years | ||
Non-compete | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Useful life | 1 year | ||
Interwork Group, Inc. | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Cash | $ 1,009 | ||
Trade accounts receivable | 9,534 | ||
Other current assets | 628 | ||
Goodwill | 3,857 | ||
Other assets | 117 | ||
Accounts payable and other current liabilities | (15,051) | ||
Contingent earn-out | (760) | ||
Deferred income tax liabilities | (389) | ||
Taxes payable | (600) | ||
Net assets | 2,910 | ||
Contingent earn-out | 760 | ||
Interwork Group, Inc. | Vendor Relationships | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Intangible assets | $ 3,797 | ||
Useful life | 13 years 8 months 12 days | ||
Amount deductible for Canadian income tax purposes | $ 2,300 | ||
Interwork Group, Inc. | Non-compete | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Intangible assets | $ 8 | ||
Contingent earn-out | $ (800) | ||
Contingent earn-out | $ 800 | ||
CDF Group Limited | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Cash | $ 8,463 | ||
Trade accounts receivable | 8,093 | ||
Other current assets | 260 | ||
Equipment and leasehold improvements, net | 1,367 | ||
Goodwill | 12,774 | ||
Other assets | 375 | ||
Accounts payable and other current liabilities | (12,364) | ||
Deferred income tax liabilities | (1,461) | ||
Other liabilities | (306) | ||
Net assets | 24,104 | ||
CDF Group Limited | Non-compete | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Intangible assets | $ 42 | ||
Useful life | 1 year | ||
CDF Group Limited | Customer Relationships | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Intangible assets | $ 6,357 | ||
Useful life | 13 years | ||
CDF Group Limited | Trademarks | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Intangible assets | $ 504 | ||
Useful life | 15 years |
Acquisitions - Supplementary in
Acquisitions - Supplementary information (Details) - USD ($) $ in Thousands | Nov. 06, 2020 | Apr. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Net cash paid for acquisition | $ 16,782 | ||
Change in fair value of contingent earn-out consideration | 47 | ||
Interwork Group, Inc. | |||
Business Acquisition [Line Items] | |||
Cash paid to sellers | $ 2,150 | ||
Contingent earn-out | 760 | ||
Total purchase consideration | 2,910 | ||
Cash acquired in acquisition | (1,009) | ||
Net cash paid for acquisition | $ 1,141 | ||
CDF Group Limited | |||
Business Acquisition [Line Items] | |||
Cash paid to sellers | $ 24,104 | ||
Cash acquired in acquisition | (8,463) | ||
Net cash paid for acquisition | $ 15,641 | ||
Maximum | Interwork Group, Inc. | |||
Business Acquisition [Line Items] | |||
Increase in fair value of earn-out liability | $ 100 |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisitions | ||
Net sales | $ 279,723 | $ 246,836 |
Net income | $ 5,250 | $ 8,336 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Goodwill acquired during 2020 | $ 16,631 |
Translation adjustments | 185 |
Ending Balance | $ 16,816 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Other intangibles, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,915 | |
Accumulated Amortization | 290 | |
Total | 10,625 | |
Amortization expense | 300 | $ 0 |
Customer and vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,361 | |
Accumulated Amortization | 272 | |
Total | 10,089 | |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50 | |
Accumulated Amortization | 13 | |
Total | $ 37 | |
Amortization period | 1 year | |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 504 | |
Accumulated Amortization | 5 | |
Total | $ 499 | |
Amortization period | 15 years | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 13 years | |
Vendor Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 11 years | |
Vendor Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 15 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Future amortization expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2021 | $ 860 |
2022 | 822 |
2023 | 822 |
2024 | 822 |
2025 | 822 |
Thereafter | 6,477 |
Total | $ 10,625 |
Right-of-use Asset and Lease _3
Right-of-use Asset and Lease Liability (Details) | Dec. 31, 2020 |
Minimum | |
Right-of-use Asset and Lease Liability | |
Lease term | 3 years |
Maximum | |
Right-of-use Asset and Lease Liability | |
Lease term | 11 years |
Right-of-use Asset and Lease _4
Right-of-use Asset and Lease Liability - Operating lease information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Right-of-use Asset and Lease Liability | ||
Cash paid for operating lease liabilities | $ 503 | $ 460 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 537 | $ 2,163 |
Weighted-average remaining lease term | 6 years 1 month 6 days | 7 years 2 months 12 days |
Weighted-average discount rate | 3.50% | 3.40% |
Right of use assets obtained in exchange through business acquisition | $ 500 |
Right-of-use Asset and Lease _5
Right-of-use Asset and Lease Liability - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Maturities of lease liabilities | ||
2021 | $ 562 | |
2022 | 500 | |
2023 | 535 | |
2024 | 545 | |
2024 | 555 | |
Thereafter | 674 | |
Total | 3,371 | |
Less: imputed interest | (714) | |
Total lease liabilities | 2,657 | |
Lease liability, current portion | 490 | $ 383 |
Lease liability, net of current portion | $ 2,167 | $ 2,189 |
Balance Sheet Detail (Details)
Balance Sheet Detail (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equipment and leasehold improvements | ||
Equipment and leasehold improvements, gross | $ 5,019 | $ 3,519 |
Less accumulated depreciation and amortization | (2,711) | (2,304) |
Equipment and leasehold improvements, net | 2,308 | 1,215 |
Depreciation | 400 | 500 |
Equipment and capitalized software | ||
Equipment and leasehold improvements | ||
Equipment and leasehold improvements, gross | 2,482 | 2,230 |
Capitalized software | ||
Equipment and leasehold improvements | ||
Equipment and leasehold improvements, gross | 777 | |
Amortization | 100 | 0 |
Leasehold improvements | ||
Equipment and leasehold improvements | ||
Equipment and leasehold improvements, gross | $ 1,760 | $ 1,289 |
Balance Sheet Detail - Accounts
Balance Sheet Detail - Accounts receivable - long term, net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable - long term | ||
Total amount due from customer | $ 1,853 | $ 5,656 |
Less unamortized discount | (49) | (194) |
Less current portion included in accounts receivable | (1,500) | (4,104) |
Total of accounts receivable, long term, net | $ 304 | $ 1,358 |
Balance Sheet Detail - Accoun_2
Balance Sheet Detail - Accounts payable and accrued expenses and AOCI (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable and accrued expenses | ||
Trade accounts payable | $ 107,045 | $ 73,310 |
Accrued expenses | 9,647 | 5,054 |
Accounts payable and accrued expenses | 116,692 | 78,364 |
Accumulated other comprehensive loss | (742) | (1,130) |
Foreign currency translation adjustments | ||
Accounts payable and accrued expenses | ||
Accumulated other comprehensive loss | $ (742) | $ (1,130) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets - (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Accruals and reserves | $ 483 | $ 383 |
Deferred rent credit | 175 | 139 |
Depreciation and amortization | 7 | |
Total deferred tax assets | 665 | 522 |
Deferred tax liabilities: | ||
Accruals and reserves | (9) | |
Depreciation and amortization | (2,010) | (266) |
Total deferred tax liabilities | (2,019) | (266) |
Net deferred tax (liabilities) asset | $ (1,354) | |
Net deferred tax (liabilities) asset | $ 256 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 1,339 | $ 1,740 |
State | 263 | 412 |
Foreign | 314 | 220 |
Total current income tax | 1,916 | 2,372 |
Deferred: | ||
Federal | (134) | (120) |
State | (28) | 9 |
Foreign | (8) | |
Total deferred income tax | (170) | (111) |
Income tax expense | $ 1,746 | $ 2,261 |
Effective tax rate (as a percent) | 28.10% | 25.00% |
Income Taxes - Reconciliations
Income Taxes - Reconciliations and Components of Income - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of difference between total tax expense and the amount computed by applying the U.S. statutory federal income tax rate to income before income taxes | ||
Statutory rate applied to pretax income | $ 1,309 | $ 1,900 |
Acquisition related costs | 319 | |
Stock compensation | (59) | |
Dividends | (19) | |
Other permanent items | 19 | 27 |
State income taxes, net of federal income tax benefit | 182 | 269 |
Foreign income taxes over U.S. statutory rate | (1) | 28 |
Other items | (4) | 37 |
Income tax expense | 1,746 | 2,261 |
Components of income before income taxes | ||
United States | 4,767 | 8,155 |
Foreign | 1,453 | 893 |
Income before provision for income taxes | $ 6,220 | $ 9,048 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of unrecognized tax benefits | ||
Balance | $ 49 | $ 541 |
Reductions related to settlements with tax authorities | (49) | (492) |
Balance | 49 | |
Maximum | ||
Reconciliation of unrecognized tax benefits | ||
Interest and penalties related to uncertain tax positions | 100 | $ 100 |
Canada | ||
Reconciliation of unrecognized tax benefits | ||
Undistributed earnings | 6,700 | |
Withholding taxes related to repatriation | $ 0 |
Credit Facility (Details)
Credit Facility (Details) - Credit Facility - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 05, 2017 | |
Credit Facility | |||
Maximum borrowing capacity | $ 20 | ||
Interest rate | 2.50% | ||
Interest rate margin (as a percent) | 1.75% | ||
Borrowings outstanding | $ 0 | $ 0 | |
Interest expense | $ 100,000 | $ 100,000 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock Based Compensation - Plans and options (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2018 | May 31, 2018 |
Stock-based compensation | ||||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Options reserved for future issuance (in shares) | 0 | |||
2012 Plan | ||||
Stock-based compensation | ||||
Number of shares of common stock initially available for award | 1,000,000 | 600,000 | ||
Options outstanding | 0 | 0 | ||
Options exercisable | 0 | 0 | ||
Options reserved for future issuance (in shares) | 384,164 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock Based Compensation - Nonvested (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)installment$ / sharesshares | Dec. 31, 2019USD ($)installment$ / sharesshares | |
Weighted Average Grant Date Fair Value | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount | $ | $ 0 | |
Selling, general and administrative expenses | ||
Weighted Average Grant Date Fair Value | ||
Share-based compensation expense | $ | $ 1.3 | $ 0.8 |
Restricted stock | ||
Shares | ||
Nonvested shares at the beginning of the period | shares | 63,922 | 96,744 |
Granted (in shares) | shares | 134,165 | 32,905 |
Vested (in shares) | shares | (70,613) | (49,197) |
Forfeited (in shares) | shares | (4,682) | (16,530) |
Nonvested shares at the end of the period | shares | 122,792 | 63,922 |
Weighted Average Grant Date Fair Value | ||
Nonvested shares at the beginning of period (in dollars per share) | $ / shares | $ 14.94 | $ 15.67 |
Granted (in dollars per share) | $ / shares | 14.31 | 11.97 |
Vested (in dollars per share) | $ / shares | 16.36 | 14.53 |
Forfeited (in dollars per share) | $ / shares | 16.85 | 14.52 |
Nonvested shares at the end of period (in dollars per share) | $ / shares | $ 13.37 | $ 14.94 |
Unrecognized compensation cost (in dollars) | $ | $ 1.5 | |
Weighted average period for recognition of unrecognized compensation cost | 2 years 7 months 6 days | |
Restricted stock | Maximum | ||
Shares | ||
Number of equal quarterly installments for vesting of awards | installment | 16 | 16 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan | ||
Company's matching contributions equal to each employee's contribution (as a percent) | 50.00% | |
Maximum contribution of employees as a percentage of their compensation | 6.00% | |
Amount expensed | $ 0.3 | $ 0.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)director | |
Contingencies | |
Number of executive officers with employment agreements | director | 4 |
Period in which additional severance can be paid if there is a change in control | 12 months |
Other | |
Standby letters of credit | $ 0 |
Standby repurchase obligations or other commercial commitments | $ 0 |
Minimum | |
Contingencies | |
Period for severance payments | 6 months |
Maximum | |
Contingencies | |
Period for severance payments | 12 months |
Related Party Transactions (Det
Related Party Transactions (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Sales to related party | $ 0.1 | $ 0.1 |
Due from related party | $ 0.1 | $ 0.1 |
Industry, Segment, and Geograph
Industry, Segment, and Geographic Financial Information - Sales and Assets (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020USD ($)country | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)country | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)country | Dec. 31, 2019USD ($)country | |
Net sales to unaffiliated customers and identifiable assets by geographic areas | ||||||||||
Number of countries other than USA that make up 10% or more of net sales | country | 0 | 0 | 0 | 0 | ||||||
Net sales to Unaffiliated Customers | $ 71,445 | $ 60,919 | $ 56,586 | $ 62,618 | $ 60,862 | $ 52,363 | $ 50,676 | $ 44,858 | $ 251,568 | $ 208,759 |
Identifiable Assets by Geographic Areas | 165,533 | 126,281 | 165,533 | 126,281 | ||||||
USA | ||||||||||
Net sales to unaffiliated customers and identifiable assets by geographic areas | ||||||||||
Net sales to Unaffiliated Customers | 221,354 | 186,488 | ||||||||
Identifiable Assets by Geographic Areas | 114,126 | 113,257 | 114,126 | 113,257 | ||||||
Canada | ||||||||||
Net sales to unaffiliated customers and identifiable assets by geographic areas | ||||||||||
Net sales to Unaffiliated Customers | 16,846 | 11,751 | ||||||||
Identifiable Assets by Geographic Areas | 18,514 | 8,368 | 18,514 | 8,368 | ||||||
Europe and United Kingdom | ||||||||||
Net sales to unaffiliated customers and identifiable assets by geographic areas | ||||||||||
Net sales to Unaffiliated Customers | 13,368 | 10,520 | ||||||||
Identifiable Assets by Geographic Areas | 13,301 | $ 4,656 | 13,301 | $ 4,656 | ||||||
Rest of the world | ||||||||||
Net sales to unaffiliated customers and identifiable assets by geographic areas | ||||||||||
Identifiable Assets by Geographic Areas | $ 19,592 | $ 19,592 |
Industry, Segment and Geograp_3
Industry, Segment and Geographic Financial Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Segment reporting information | ||||||||||
Number of reportable operating segments | segment | 2 | |||||||||
Revenue | $ 71,445 | $ 60,919 | $ 56,586 | $ 62,618 | $ 60,862 | $ 52,363 | $ 50,676 | $ 44,858 | $ 251,568 | $ 208,759 |
Gross profit | $ 10,525 | $ 7,237 | $ 7,114 | $ 8,164 | $ 7,859 | $ 7,055 | $ 7,819 | $ 7,234 | 33,040 | 29,967 |
Direct Costs | 14,220 | 11,630 | ||||||||
Segment Income Before Taxes | 18,820 | 18,337 | ||||||||
General and administrative | 9,709 | 9,264 | ||||||||
Legal and financial advisory expenses - unsolicited bid and related matters | 1,586 | 120 | ||||||||
Acquisition related costs | 1,518 | |||||||||
Amortization and depreciation expense | 704 | 487 | ||||||||
Interest, net | 121 | 500 | ||||||||
Foreign currency transaction gain | 796 | 82 | ||||||||
Income before provision for income taxes | 6,220 | 9,048 | ||||||||
Distribution Segment | ||||||||||
Segment reporting information | ||||||||||
Revenue | 233,740 | 193,558 | ||||||||
Gross profit | 29,136 | 26,773 | ||||||||
Direct Costs | 12,453 | 10,104 | ||||||||
Segment Income Before Taxes | 16,683 | 16,669 | ||||||||
Solutions Segment | ||||||||||
Segment reporting information | ||||||||||
Revenue | 17,828 | 15,201 | ||||||||
Gross profit | 3,904 | 3,194 | ||||||||
Direct Costs | 1,767 | 1,526 | ||||||||
Segment Income Before Taxes | $ 2,137 | $ 1,668 |
Industry, Segment and Geograp_4
Industry, Segment and Geographic Financial Information - Selected Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Goodwill and Intangible Assets | $ 19,592 | |
Total Assets | 165,533 | $ 126,281 |
Segment Select Assets | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 108,145 | 105,205 |
Corporate Assets | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 37,796 | 21,076 |
Distribution Segment | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 100,841 | 99,602 |
Solutions Segment | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $ 7,304 | $ 5,603 |
Industry, Segment and Geograp_5
Industry, Segment and Geographic Financial Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | $ 71,445 | $ 60,919 | $ 56,586 | $ 62,618 | $ 60,862 | $ 52,363 | $ 50,676 | $ 44,858 | $ 251,568 | $ 208,759 |
Distribution Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 233,740 | 193,558 | ||||||||
Solutions Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 17,828 | 15,201 | ||||||||
Hardware, software and other products | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 230,462 | 189,335 | ||||||||
Hardware, software and other products | Distribution Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 214,403 | 175,771 | ||||||||
Hardware, software and other products | Solutions Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 16,059 | 13,564 | ||||||||
Software - security and highly interdependent with support | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 8,266 | 7,186 | ||||||||
Software - security and highly interdependent with support | Distribution Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 8,122 | 6,898 | ||||||||
Software - security and highly interdependent with support | Solutions Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 145 | 288 | ||||||||
Maintenance, support and other services revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 12,840 | 12,238 | ||||||||
Maintenance, support and other services revenue | Distribution Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | 11,215 | 10,889 | ||||||||
Maintenance, support and other services revenue | Solutions Segment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Net sales | $ 1,624 | $ 1,349 |
Industry, Segment, and Geogra_2
Industry, Segment, and Geographic Financial Information - Concentration (Details) - customer | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Top five customers | ||
Significant Customers and Vendors | ||
Number of customers | 5 | 5 |
Net sales | Customer concentration risk | ||
Significant Customers and Vendors | ||
Number of customers | 2 | |
Net sales | SHI | Customer concentration risk | ||
Significant Customers and Vendors | ||
Percentage of concentration risk | 14.00% | 16.00% |
Net sales | CDW | Customer concentration risk | ||
Significant Customers and Vendors | ||
Percentage of concentration risk | 24.00% | 26.00% |
Net sales | Top five customers | ||
Significant Customers and Vendors | ||
Percentage of concentration risk | 52.00% | 56.00% |
Net accounts receivable | SHI | Customer concentration risk | ||
Significant Customers and Vendors | ||
Percentage of concentration risk | 9.00% | 12.00% |
Net accounts receivable | CDW | Customer concentration risk | ||
Significant Customers and Vendors | ||
Percentage of concentration risk | 19.00% | 43.00% |
Purchases | Vendor concentration risk | SolarWinds | ||
Significant Customers and Vendors | ||
Percentage of concentration risk | 12.00% | 17.00% |
Purchases | Vendor concentration risk | Sophos | ||
Significant Customers and Vendors | ||
Percentage of concentration risk | 20.00% | 22.00% |
Unsolicited Bid and Sharehold_2
Unsolicited Bid and Shareholder Demand (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2020 | Apr. 16, 2020 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 27, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares repurchased | 261,631 | 261,631 | ||||
Market value (in dollars per share) | $ 13.19 | |||||
Shares repurchased (Percentage) | 5.80% | |||||
Shares repurchased amount | $ 3,500 | |||||
Legal and financial advisory expenses | $ 1,586 | $ 120 | ||||
Insurance proceeds realized | $ 300 | |||||
SKK 13D Group | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares held (Percentage) | 5.80% |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Results of Operations (Unaudited) | ||||||||||
Net sales | $ 71,445 | $ 60,919 | $ 56,586 | $ 62,618 | $ 60,862 | $ 52,363 | $ 50,676 | $ 44,858 | $ 251,568 | $ 208,759 |
Gross profit | 10,525 | 7,237 | 7,114 | 8,164 | 7,859 | 7,055 | 7,819 | 7,234 | 33,040 | 29,967 |
Net income | $ 2,527 | $ 530 | $ 581 | $ 836 | $ 2,022 | $ 1,445 | $ 1,857 | $ 1,463 | $ 4,474 | $ 6,787 |
Basic net income per share | $ 0.58 | $ 0.13 | $ 0.13 | $ 0.18 | $ 0.45 | $ 0.32 | $ 0.42 | $ 0.32 | $ 1.01 | $ 1.51 |
Diluted net income per share | $ 0.58 | $ 0.13 | $ 0.13 | $ 0.18 | $ 0.45 | $ 0.32 | $ 0.42 | $ 0.32 | $ 1.01 | $ 1.51 |
Schedule II--Valuation and Qu_2
Schedule II--Valuation and Qualifying Accounts (Details) - Allowances for accounts receivable - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation and qualifying accounts | ||
Beginning Balance | $ 765 | $ 785 |
Charged to Cost and Expense | 130 | |
Deductions | 3 | 20 |
Ending Balance | $ 892 | $ 765 |