Wayside Technology Group, Inc.

Good morning, everyone, and thank you for participating in today's conference call to discuss Wayside Technology Group's financial results for the third quarter ended September 30, 2021. Joining us today are Wayside's CEO, Mr. Dale Foster, the company's CFO, Mr. Drew Clark, and the company's investor relations advisor, Mr. Sean Mansouri with Elevate IR. By now, everyone should have access to the third quarter 2021 earnings press release, which was issued yesterday afternoon at approximately 4.15 p.m. Eastern Time. The release is available in the investor relations section of Wayside Technology Group's website at waysidetechnology.com. This call will also be available for webcast replay on the company's website. Following management remarks, we'll open the call for your questions. I'd now like to turn the call over to Mr. Mansouri for introductory comments.

Thank you. Before I introduce Dale, I'd like to remind listeners that certain comments made on this conference call and webcast are considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. These forward-looking statements are also subject to other risks and uncertainties that are described from time to time in the company's filings with the SEC. Do not place undue reliance on any forward-looking statements which are being made only as of the date of this call. Except as required by law, the company undertakes no obligation to revise or publicly release the results of any revision to any forward-looking statements. Our presentation also includes certain non-GAAP financial measures, including adjusted gross billings and adjusted EBITDA as supplemental measures of performance of our business. All non-GAAP measures have been reconciled to the most directly comparable GAAP measures in accordance with SEC rules. You'll find reconciliation charts and other important information in the earnings press release Form 8K we furnished to the SEC yesterday. I'll now turn the call over to Wayside CEO, Dale Foster.

Thank you, Sean, and good morning, everyone. As you can see from our results in the earnings release, we had a very strong quarter. All of our teams are performing well, including our CDF team in the UK. I spent time with them earlier this month and will add more color later in the call. We've seen a significant increase in the number of potential vendors approaching us to distribute their solutions, which continues to be encouraging. This has led us to be more selective in who we incrementally onboard with emerging brands, while our sales and marketing teams continue to draft sales with our complete line of strategic vendors. We've signed several new emerging partners during the quarter. The more notable new partnerships include new agreement with Mirantis in August. Mirantis is an open source cloud computing software company that produces leading edge container and cloud management products. Climb also entered into an agreement with Enable this past quarter to distribute their MSP solutions. Enable is a global provider of software that helps companies navigate the digital evolution. With flexibility technology platform and powerful integrations, Enable makes it easy for MSPs to monitor, manage, and secure their environment. Our sales teams believe that both of these new partnerships will be significant growth drivers as we move forward. Following up in the acquisition of CDF in the UK, we are now coming up on our one-year anniversary of the transaction. I traveled to meet the entire team last month in the UK, and it was clear that we made the right choice in acquiring CDF. The Climb and Gray Matter teams mirror our energy and commitment to both vendors and customers, along with their focus on growing their respective businesses. Overall, this past year, we have seen both teams sharing innovations, vendors, systems, and our cloud marketplace offerings. One of the key vendors CDF has is Microsoft, with agreements to sell both direct and indirect. Our Microsoft CSG business is up 26% in Q3 of 2021 versus Q3 in 2020. As for prospective M&A targets, we are in active discussions with multiple parties as we evaluate opportunities in the U.S. and abroad. As a reminder, we are focusing on targeting companies that will be accretive to earnings and fit our strategic directions. The potential targets will fit into one or more of our defined categories, geographic reach, vendor perspective, or service and solutions. We have ample room on our balance sheet and debt capacity to execute both tuck-ins and acquisitions of size. The distribution landscape over the last quarter has seen additional consolidation with mergers and acquisitions being completed by Ingram Micro, by Platinum Partners, and TechData by Cinex. This leaves just three major broad-line distributors worldwide, including Arrow, as a third with combined revenues of over $130 billion. We think that this will have a positive impact on our business as these large competitors will be focused internally on integrating their corporate teams and systems with potential disruptions to their vendors and customer base. Large, more established vendors are looking to have more than one distribution relationship, which provides us with more targets and fits into our value-added distribution go-to-market place. During the third quarter, we unveiled our new Climb Expedition cloud marketplace. As we briefly discussed in August, our new cloud marketplace is designed for MSPs and hybrid VARs to explore and transact with vendors that are moving into a subscription-based model of software delivery. The initial launch of the Expedition marketplace has received excellent feedback and more of our vendors have reached out to be part of it. With seven vendors launched to date, 14 are in the pipeline at different stages preparing to make their debut. As we look towards the future, our commitment remains focused on building a marketplace that highlights emerging technologies while enabling our partners to transact however they would like to transact. With so many customers and vendors moving from perpetual licensing structure to a subscription-based model, The cloud marketplace will play a key role in the future of Climb's distribution strategy. Overall, our partners continue to recognize their unique ability to actively sell and market their products to channel customers. Spending on security, data center, and cloud product lines are at all-time highs, and we plan to continue capitalizing on this market momentum by providing a streamlined and effective sales channel for our partners. With that, I will turn the call over to Drew to take you through the financial results. Drew?

Thank you, Dale, and good morning, everyone. Jumping right into our results, all comparisons and variance commentary refer to the year-ago quarter unless otherwise specified. As reported in our earnings press release, net sales in the third quarter of 2021 increased 13% to $68.9 million, compared to $60.9 million. This reflects both continued organic growth and the impact from the acquisition of CDF. Excluding the acquisition, we increased net sales by 1.2 million year over year, with CDF contributing an estimated 6.8 million. However, the more indicative number of our sales growth is, of course, adjusted gross billings, a non-GAAP measure, which increased 33% to 226.9 million compared to 171.0 million in the year-ago quarter. We generated strong organic growth of 20%, or $35.4 million, with incremental contributions of $21.4 million from CDF. Gross profit in the third quarter of 2021 increased 56% to a record $11.3 million compared to $7.2 million in the prior period. Our GP grew to 16.4% of net sales compared to 11.9%. As a percentage of adjusted gross billings, the increase was 5.0% versus 4.2%. Again, the increase was driven by organic growth and the addition of $2.4 million from our CDF acquisition. SG&A expenses in the third quarter were $8.1 million compared to $6.4 million with the increase primarily related to the incremental costs from the operations of CDF as well as costs related to investments in our business that we expect will drive continued growth in the quarters and years ahead. SG&A expense as a percentage of adjusted gross billings decreased to 3.6% during the third quarter compared to 3.8% in Q3 of 2020. Net income in the third quarter of 2021 increased more than four times to $2.4 million or $0.55 per diluted share compared to $0.5 million or $0.13 per diluted share. Adjusted EBITDA in the third quarter increased 128% to $4.2 million compared to $1.9 million. This increase was driven by operating leverage and the aforementioned organic growth and acquisition benefits. Effective margin defined as adjusted EBITDA as a percentage of gross profit increased significantly to 37.4 percent in the third quarter of 2021 compared to 25.6 percent in the prior year quarter. This is a great indication of our ability to leverage our core operations and to successfully integrate our acquisitions. On to the balance sheet. Cash and cash equivalents were $29.9 million as of September 30, 2021, compared to $29.3 million as of year-end December 31, 2020. We remain debt-free with no borrowings outstanding under either our $20 million U.S. or $8 million U.K. credit facilities with Citigroup. On November 2, our Board of Directors declared a quarterly dividend of $0.17 per share of common stock payable on November 19, to shareholders of record on November 15th. Looking to the end of 2021 and into next year, our strong liquidity position and operating cash flow continues to provide us with the flexibility to execute on both our organic and acquisition growth strategies. This concludes our prepared remarks. We'll now open it up for questions.

Ladies and gentlemen, if you have a question or comment at this time, please press star then 1 on your telephone keypad. If your question has been answered or you wish to remove yourself from the queue, simply press the pound key. Again, if you have a question or comment at this time, please press star then one on your telephone keypad. Our first question or comment comes from the line of Ed Wu from Ascendant Capital. Your line is open.

Yeah, congratulations on the quarter. My question is on, you know, the outlook for 2022 as we're, you know, heading into the you know, end of the year, how do your enterprise customers, you know, feel about business next year?

Hey, thanks, Ed. Appreciate it. You know, we don't give guidance, as you know, but as far as just the actual underlying feeling, I think I said it before, it's pretty optimistic. When we thought that projects were canceled, you know, during the whole COVID times, They actually just got pushed back, and we're seeing some of those come in, and we experienced that in the third quarter. And, you know, we just feel like we have a lot of that business building up as well. As I mentioned before, the vendors, same optimism. They're out there hiring, you know, as fast as they can to build out their sales team. So I don't see a downside, you know, going into 2022 as we're focused, you know, right in this quarter already with one month behind us.

Great. Have you seen, you know, sales cycles return back to normal, or are they still a little bit extended?

It depends on the product mix, right? So if we're dealing with anything that's a hardware, you know, we all hear about the supply chain issues. If it's going to the data center that something is going to take longer that's coming from overseas, yeah, we see those pushed out. We see in a couple of our solutions business that we're waiting, and it's going to be, you know, something that we're planning out for Q4 is coming into Q5. one of 2022. But other than that, 90% of our business is software delivery licensing, so we don't see any disruption there.

Great. And my last question is, is there any real differences between the business environment in Europe and North America, or are they both pretty strong?

Yeah, the same thing. I think the energy is ahead of us in Europe, at least in our, you know, 80% of our business is in Europe is in the UK. And being there for a week, I just feel like they're ahead of us as far as, I wouldn't say recovery, but just opening up in certain areas. Like we have the coast here that are kind of tight over there that's just wide open. Everybody's been traveling. You know, they've opened up the EU between all the countries there. So I think maybe, you know, just like the pandemic when it hit, you know, they were ahead of us as far as what we see is what they already went through. So we're on the opposite side.

Great. Well, thank you, and I wish you guys good luck.

Thanks, Ed.

Thank you. Our next question or comment comes from the line of Bob Sales from LMK Capital Management. Your line is open.

Hi. Congrats on the quarter. Can you expand a little bit on the marketplace offering you have? And maybe sort of two facets I'd like to know more about is one is, you know, how do you see this positioning relative to the other players that are exclusively focused on it, and two, maybe guide our expectations in terms of what you hope to achieve in fiscal 22 as a percentage of revenue or some other metric that we can just understand.

Yeah, thanks, Bob. So look at it two different ways. We have competitors that are traditional distribution that are getting into the cloud delivery system, basically. And then you have ones that are born in the cloud, like a PAX 8 or a Avant that already have that cloud offering that they started with. So there's the two sides of it. We fit in with the traditional distribution that we're going into a delivery model of subscription-based, whether it's monthly, quarterly, yearly, on that side. So what we're seeing is that we haven't parsed between the two because it's the way our vendors want to go to market – basically their capabilities are going to market. So right now, if they're doing perpetual licenses, they all want to switch to some type of a cloud-based delivery subscription, whether that subscription is, you know, monthly or it's a consumption-based. So you'll see our business internally, we'll see it shift from one to the other. And then, of course, we hope to grow in both of those places. But we're not going to see, you know, just this huge cloud piece take off. without some of the slowdown in the perpetual side. So it's just the way that they're going to go to market. We just want to make sure we're ready for that. We thought we were way behind. We realized that it's really our vendors that are the ones that we're waiting for. So our first entry in is our cloud marketplace called Expedition. We're pushing that every day. We are growing quickly with companies like Wasabi that is also a consumption-based. And once we get our two platforms hooked together, It just becomes more efficient that way. But it's hard to really monetize it right now because it's just early into the stage of it, and our vendors are early into them being able to deliver through a platform.

Okay, the second question, I actually have two more questions. I don't think there's going to be a ton of traffic question-wise, so I'll shoot them both at you if that's okay. Okay. Did you see any signs, you know, there have been clear signs in sort of the broader IT space of a spending slowdown? Can you talk a little bit about whether or not you saw any of that trickle through, the leading edge stuff? You know, maybe whether there was a little lighter to the upside than you hoped for in the quarter or anything that can just... Give us a sense of the impact on the leading-edge business that you serve within the context of the slowing broader market.

Yeah, so we track the broader market because it does have some trends to it. But if you look at the vendors that we actually service and sell, we talk about it all the time, they're emerging. So they're just coming out of the startup phase. It depends on where they are in their life cycle as far as where they're spending, right? What's their next tranche of money they got? What series it is? And they're expanding that way. So we don't. And if you look at emerging vendors, when the market's growing at 4% or 5% in just overall IT software hardware, we should be in the high single digits to low double digits as far as the growth goes because it's something new that might be trying to go against a Cisco or one of the big tier ones. So We just don't see that as much. We track the data and we see some of the trends, but it's really our focus on is the vendor we picked up disruptive, how disruptive are they, you know, and where are they on that life cycle. So it's kind of hard to predict. But if you look at our top two vendors, you know, Sophos and SolarWinds, they kind of give some key indicators as their growth, and we talk about those in the releases. But, you know, they both – SolarWinds has been recovering – And Sophos is, with a lot of their new product mix and their commitment to the channel has been great. So, you know, we take them when we can get them.

Okay. And then the last question I guess for me is when you think about sort of the next acquisition desire, your last one took you overseas where you got a toehold in Europe. When you look at what is in your mind or what will motivate you in the next acquisition or two? Can you share your thinking with us?

Yeah, so the thinking is, and we have a strategic plan that we follow, you know, and I talked about it as far as is it geography, is it a vendor similar to when we acquired Interworks and we got the trend micro relationship. So we look at like probably four factors as far as it's a good target. The other one is services. You know, can we add more technical services and start to do that swing in the company? It'll be tough to move the needle, but the gross profit margins, you know, in services, as everybody's talked about for 10 years, are much higher. So we're looking at that space as well. So, yeah, there's still some targets in the U.S., not specifically a perfect fit for us in distribution, but more on the service and solution side that we're talking to. And then the other thing is, you know, we're bringing solutions capabilities from the U.K., into the U.S., so you'll see more and more announcements of that, probably in the next, you know, we're announcing in Q1, you know, some more cloud marketplace on the solution side. But, you know, we've signed, you know, multiple NDAs, talking to companies, some good targets, and it's got to be a cultural, you know, fit with our management team and their management team, and then, you know, of course, to the greater sales and marketing teams.

Okay, thanks, and congratulations again.

Thanks, Bob. Appreciate it.

Thank you. Again, ladies and gentlemen, if you have a question or comment at this time, please press star then 1 on your telephone keypad. Our next question or comment comes from the line of Howard Root. Your line is open.

And really, you know, building on the success in the first two quarters of the year, it's just outstanding progress. I have two questions, one on the subscription model and kind of the shift or the growth in the cloud-based distribution and subscription model. how does that change, if at all, your financial model? And as I'm looking at it in particular, I'm looking at from adjusted gross billings, getting about a 5% gross margin, and then SG&A being somewhere around 3.5%. The SG&A being more of a fixed expense going up incrementally with growth based on acquisitions, the 5% gross margin being just basically off of off the adjusted gross billings line. And do you see that changing when you go more subscription or cloud-based, or is that going to be more continuation of what you have now?

Yeah, you're right on target, Howard, and that is, you know, the efficiency model of doing a cloud where MSP or a hybrid bar can actually log in, manage their subscriptions, it doesn't involve as much heavy lift on our side. So, of course, we want to move in that direction because, you know, just our SG&A costs will go down as we deliver those. You know, we're waiting, like I said, on the vendors. I'll pick two vendors, and I talked about Wasabi. Wasabi's consumption base, we're the leading distributor they have in the world right now, and the numbers aren't very, you know, they're not off the charts. But it's ARR, so it's recurring revenue that won't stop. And when that happens, and then the numbers are smaller per month per consumption, you know, there's more margin to be had there. and we're noticing that. Of course, we want it to be a bigger part of our business, which we'll keep driving that. And then if you look at a company like Sophos, which is subscription-based, and then it also has firewalls, it has some hardware to go with it, the goal is, and Sophos has done a good job, is they'll ship the firewalls, and then all the subscriptions that they'll need to add capabilities to the firewalls, will all be a cloud-based platform where they download, and it's just going to be a download and your billing. So it's really important for us to get the efficiency side that we do not have touches when customers want to transact that way. And, yeah, are we there? I would say we're, you know, less than 10% overall into that space right now. And this time next year, I'd say the number is probably 30% that we'll be delivering that way, and that's really dependent on how fast our vendors can get there.

great up my second question is on acquisitions and and you know thanks for laying out the overall strategy that you have and congrats on interworks and CDF I mean those have been wonderful acquisitions and and from a financial side or from an investor side seamlessly integrated I know there's always issues but it just it's just hit on all marks up but the one thing that I'd like you to comment on is your financial parameters as you make these acquisitions and that's in the sense of you know cash versus stock and then financial metrics how do you measure the accretion of a potential acquisition into Wayside.

Sure. This is Drew. I think from our perspective, clearly there's industry standard financial metrics that we'll be measuring and valuing a business around the adjusted EBITDA that it contributes. We also need to factor in, as Dale referenced, what type of, you know, increased product opportunities do we have with vendors that we may not have access to, and then also factoring a little bit of which we are just starting to, to be honest, scratch the surface with CDF. You know, there's cross-sell opportunities across the globe where we can get global contracts in place instead of just, say, a North American contract with a particular vendor. So, you know, we'll value transactions based on traditional multiples off of metrics such as adjusted EBITDA, We will look at some premium aspects of the business that may justify an increase in valuation. If the transactions are of the size such as CDF or Interwork, we have plenty of liquidity and working capital on our balance sheet to consummate those transactions. We will consider adding leverage because the balance sheet is leverage-free today. and the cost of funds are relatively inexpensive, historically speaking. So most likely for a larger transaction, we would look to a combination of perhaps some cash, some debt financing in terms of a term piece, and perhaps some equity as well. But, again, those are really to be determined.

And, Howard, just to be real transparent, when we're looking at acquisitions, we think that, you know, especially in the emerging space where we play the most, is that a lot of the emerging companies want to get successful in the U.S. and then grow to the greater rest of the world. And this is kind of true with a lot of the targets that I've met with that were overseas. Same thing. They have problems acquiring quickly new vendors. It takes a while. The U.S., everybody spends their dollars there. It typically becomes 60%, 70% of the overall world market. and then they grow into Western Europe or Asia-Pac. So we think we're good at onboarding new vendors and then moving them, you know, to Western Europe. So that's really our focus. We think that we could move it much quicker than, you know, a six- or 18-month cycle for a vendor to get to our U.K. team. We can shorten that cycle with systems and just our sales and marketing teams down to, you know, a quarter to deliver that product ahead of our competitors. You know, it's going to take them a while to – onboard in their regions.

Great, thanks. And just from an investor standpoint, obviously the stock thing is what concerns me. If the acquisition is in that way, the cash, the debt, you've done a wonderful job with that, but as soon as you start doing stock acquisitions, it raises the financial issues. So congrats again on a great quarter.

Thanks, Howard.

Thank you. I'm sure no additional questions in the queue at this time. I'd like to turn the call back over to management for any closing remarks.

Yes, thanks, Operator. Thanks to our employee base. You know, a lot of things were moving over this last year between everybody getting back into the offices, people back on travel, and everybody's been super supportive, you know, to our vendors and to our customers, just, you know, overall team efforts. So I appreciate it. Thanks for joining the call today.

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone, have a wonderful day.