10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2013

OR

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

For the transition period from             to             

Commission File No. 000-26408

Wayside Technology Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3136104
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702

(Address of principal executive offices)

(732) 389-8950

Registrant’s Telephone Number

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

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

Check One:

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer o	Smaller Reporting Company x

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

There were 4,667,097 outstanding shares of common stock, par value $.01 per share, (“Common Stock”) as of October 25, 2013, not including 617,403 shares classified as treasury stock

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

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

	September 30,			December 31,
	2013			2012
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	14,743		$	9,835
Marketable securities	—			4,411
Accounts receivable, net of allowances of $1,741 and $1,586, respectively	49,855			61,388
Inventory, net	1,210			1,717
Prepaid expenses and other current assets	1,591			1,281
Deferred income taxes	280			280
Total current assets	67,679			78,912
Equipment and leasehold improvements, net	303			375
Accounts receivable-long-term	8,069			11,851
Other assets	159			71
Deferred income taxes	201			236
	$	76,411		$	91,445
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	43,311		$	59,265
Current portion - capital lease obligation	—			55
Total current liabilities	43,311			59,320
Commitments and contingencies
Stockholders’ equity
Common Stock, $.01 par value; 10,000,000 shares authorized, 5,284,500 shares issued; 4,674,097 and 4,740,873 shares outstanding, respectively	53			53
Additional paid-in capital	28,456			27,712
Treasury stock, at cost, 610,403 and 543,627 shares, respectively	(6,743		)	(5,373		)
Retained earnings	10,973			9,316
Accumulated other comprehensive income	361			417
Total stockholders’ equity	33,100			32,125
	$	76,411		$	91,445

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

2

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(Unaudited)

(Amounts in thousands, except per share data)

	Nine months ended				Three months ended
	September 30,				September 30,
	2013		2012		2013			2012
Net sales	$	210,537	$	211,610	$	70,462		$	75,534
Cost of sales	193,994		194,755		65,197			69,836
Gross profit	16,543		16,855		5,265			5,698
Selling, general and administrative expenses	11,211		11,148		3,480			3,611
Income from operations	5,332		5,707		1,785			2,087
Other income:
Interest, net	416		394		140			140
Foreign currency transaction gain (loss)	10		13		(11		)	12
Income before provision for income taxes	5,758		6,114		1,914			2,239
Provision for income taxes	1,868		2,428		584			887
Net income	$	3,890	$	3,686	$	1,330		$	1,352
Income per common share — Basic	$	0.87	$	0.83	$	0.30		$	0.30
Income per common share —Diluted	$	0.85	$	0.80	$	0.29		$	0.29
Weighted average common shares outstanding — Basic	4,457		4,467		4,442			4,502
Weighted average common shares outstanding — Diluted	4,568		4,635		4,551			4,643
Dividends paid per common share	$	0.48	$	0.48	$	0.16		$	0.16

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

3

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Amounts in thousands)

	Nine months ended					Three months ended
	September 30,					September 30,
	2013			2012		2013		2012
Net income	$	3,890		$	3,686	$	1,330	$	1,352
Other comprehensive income, net of tax:
Foreign currency translation adjustment	(67		)	197		255		204
Reclassification adjustment for loss realized in net income on available-for-sale marketable securities	11			—		—		—
Unrealized gain on available-for-sale marketable securities	—			7		—		2
Other comprehensive (loss) income	(56		)	204		255		206
Comprehensive income	$	3,834		$	3,890	$	1,585	$	1,558

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

4

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except share amounts)

	Common Stock			Additional Paid-In			Treasury					Retained			Accumulated Other Comprehensive
	Shares	Amount		Capital			Shares		Amount			Earnings			Income			Total
Balance at January 1, 2013	5,284,500	$	53	$	27,712		543,627		$	(5,373	)	$	9,316		$	417		$	32,125
Net income												3,890						3,890
Translation adjustment															(67		)	(67		)
Reclassification adjustment for loss realized in net income on available-for-sale marketable securities															11			11
Dividends paid												(2,233		)				(2,233		)
Stock options exercised				65			(25,000	)	136									201
Share-based compensation expense				830														830
Restricted stock grants (net of forfeitures)				(276		)	(55,725	)	276									—
Tax benefit from share-based compensation				125														125
Treasury shares repurchased							147,501		(1,782		)							(1,782		)
Balance at September 30, 2013	5,284,500	$	53	28,456			610,403		(6,743		)	10,973			361			33,100

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

5

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Nine months ended
	September 30,
	2013			2012
Cash flows from operating activities
Net income	$	3,890		$	3,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	213			233
Deferred income tax expense	34			26
Provision for doubtful accounts receivable	157			145
Share-based compensation expense	830			743
Changes in operating assets and liabilities:
Accounts receivable	15,044			(3,267		)
Inventory	507			(268		)
Prepaid expenses and other current assets	(311		)	885
Accounts payable and accrued expenses	(15,941		)	923
Other assets	(88		)	(21		)
Net cash provided by operating activities	4,335			3,085
Cash flows provided by investing activities
Purchases of available-for-sale securities	(920		)	(5,575		)
Redemptions of available-for-sale securities	5,342			6,373
Purchase of equipment and leasehold improvements	(141		)	(105		)
Net cash provided by investing activities	4,281			693
Cash flows from financing activities
Dividends paid	(2,233		)	(2,239		)
Purchase of treasury stock	(1,782		)	(641		)
Tax benefit from share-based compensation	125			171
Repayment of capital lease obligations	(55		)	(55		)
Proceeds from stock option exercises	201			430
Net cash used in financing activities	(3,744		)	(2,334		)
Effect of foreign exchange rate on cash	36			99
Net increase in cash and cash equivalents	4,908			1,543
Cash and cash equivalents at beginning of period	9,835			9,202
Cash and cash equivalents at end of period	$	14,743		$	10,745
Supplementary disclosure of cash flow information:
Income taxes paid	$	2,476		$	2,598
Interest paid	$	10		$	—

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

6

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

1.The accompanying unaudited condensed consolidated financial statements of Wayside Technology Group, Inc. and its subsidiaries (collectively, the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements.

The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, investments, intangible assets, income taxes, stock-based compensation, and contingencies and litigation. The Company bases its estimates on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the opinion of the Company’s management, all adjustments that are of a normal recurring nature, considered necessary for fair presentation, have been included in the accompanying financial statements. The Company’s actual results may differ from these estimates under different assumptions or conditions. The unaudited condensed consolidated statements of earnings for the interim periods are not necessarily indicative of results for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K filed with the Securities Exchange Commission for the year ended December 31, 2012.

2.Assets and liabilities of the Company’s foreign subsidiaries have been translated at current exchange rates, and related sales and expenses have been translated at average rates of exchange in effect during the period. The sales from our Canadian operations in the first nine months of 2013 were $15.4 million as compared to $16.8 million for the first nine months of 2012. The sales from our Canadian operations for the third quarter of 2013 were $4.8 million as compared to $5.4 million for the third quarter of 2012.

3.Cumulative translation adjustments and unrealized gains (losses) on available-for-sale securities have been classified within accumulated other comprehensive income, which is a separate component of stockholders’ equity in accordance with FASB ASC Topic 220, “Comprehensive Income.”

4.Revenue on product (software and hardware) and maintenance agreement sales are recognized once four criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed and determinable, (3) delivery (software and hardware) or fulfillment (maintenance) has occurred, and (4) there is reasonable assurance of collection of the sales proceeds.  Revenues from the sales of hardware products, software products and licenses and maintenance agreements are recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales.

Product delivery to customers occur in a variety of ways, including (i) as physical product shipped from the Company’s warehouse, (ii) via drop-shipment by the vendor, or (iii) via electronic delivery for software licenses.  The Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse, thereby increasing efficiency and reducing costs.  The Company recognizes revenue for drop-ship arrangements on a gross basis.  Furthermore, in such drop-ship arrangements, the Company negotiates price with the customer, pays the supplier directly for the product shipped and bears credit risk of collecting payment from its customers.  The Company serves as the principal with the customer and, therefore, recognizes the sale and cost of sale of the product upon receiving notification from the supplier that the product has shipped.  Maintenance agreements

7

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

allow customers to obtain technical support directly from the software publisher and to upgrade, at no additional cost, to the latest technology if new applications are introduced by the software publisher during the period that the maintenance agreement is in effect.

Sales are recorded net of discounts, rebates, and returns.  Vendor rebates and price protection are recorded when earned as a reduction to cost of sales or merchandise inventory, as applicable. Cooperative reimbursements from vendors, which are earned and available, are recorded in the period the related advertising expenditure is incurred.

Cooperative reimbursements are recorded as a reduction of cost of sales in accordance with FASB ASC Topic 605-50 “Accounting by a Customer (including reseller) for Certain Consideration Received from a Vendor.”  Provisions for returns are estimated based on historical sales returns and credit memo analysis which are adjusted to actual on a periodic basis.

Accounts receivable-long-term represent product sales with extended payment terms that are discounted to their present values at the prevailing market rates. In subsequent periods, the accounts receivable are 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.

5.The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated fair value at September 30, 2013 and December 31, 2012 because of the relative short maturity of these instruments.

There were no available-for-sale securities as of September 30, 2013.

Investments in available-for-sale securities at December 31, 2012 were:

	Cost		Market value		Unrealized (loss)
Certificates of deposit	$	4,422	$	4,411	$	(11	)
Total Marketable securities	$	4,422	$	4,411	$	(11	)

The cost and market value of the Company’s investments at December 31, 2012 determined by contractual maturity were :

			Estimated
	Cost		Fair Value
Due in one year or less	$	4,422	$	4,411

6.The Company accounts for the fair value measurement in accordance with FASB ASC Topic 820 “Fair Value Measurement and Disclosure”, which establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. The Company uses the following methods for determining fair value in accordance with FASB ASC Topic 820. For assets and liabilities that are measured using quoted prices in active markets for the identical asset or liability, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market

8

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

data (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality and the overall capital market liquidity (Level 3).

The following table summarizes the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets:

			Fair Value Measurements at December 31, 2012 Using
Description	Balance at December 31, 2012		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Certificates of deposit	$	4,411	$	—	$	4,411	$	—

Certificates of deposit - The fair value of certificates of deposit is estimated using third-party quotations for similar assets. These deposits are categorized in Level 2 of the fair value hierarchy.

7.Balance Sheet Detail:

Equipment and leasehold improvements consist of the following as of September 30, 2013 and December 31, 2012:

	September 30, 2013			December 31, 2012
Equipment	$	2,982		$	2,913
Leasehold improvements	557			561
	3,539			3,474
Less accumulated depreciation and amortization	(3,236		)	(3,099		)
	$	303		$	375

Accounts payable and accrued expenses consist of the following as of September 30, 2013 and December 31, 2012:

	September 30, 2013		December 31, 2012
Trade accounts payable	$	41,484	$	55,734
Accrued expenses	1,827		3,531
	$	43,311	$	59,265

9

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

Accumulated other comprehensive income consists of the following as of September 30, 2013 and December 31, 2012:

	September 30, 2013		December 31, 2012
Foreign currency translation adjustments	$	361	$	428
Unrealized (loss) on marketable securities	—		(11		)
	$	361	$	417

8.On January 4, 2013, Wayside Technology Group, Inc. (“Wayside”), and certain of its wholly-owned subsidiaries (collectively, the “Company”), entered into a $10,000,000 revolving credit facility (the “Credit Facility”) with Citibank, N.A. (“Citibank”) pursuant to a Business Loan Agreement (the “Loan Agreement”), Promissory Note (the “Note”), Commercial Security Agreements (the “Security Agreements”) and Commercial Pledge Agreement (the “Pledge Agreement”).  The Credit Facility will be used for business and working capital purposes, including financing of larger extended payment terms sales transactions.  The Credit Facility matures on January 4, 2016, at which time the Company must pay this loan in one payment of any outstanding principal plus all accrued unpaid interest. In addition, the Company will pay regular monthly payments of all accrued unpaid interest.  The interest rate for any borrowings under the Credit Facility is subject to change from time to time based on the changes in an independent index which is the LIBOR Rate (the “Index”).  If the Index becomes unavailable during the term of this loan, Citibank may designate a substitute index after notifying the Company.  Interest on the unpaid principal balance of the Note will be calculated using a rate of 1.500 percentage points over the Index.  The Credit Facility is secured by the assets of the Company.

Among other affirmative covenants set forth in the Loan Agreement, the Company must maintain (i) a ratio of Total Liabilities to Tangible Net Worth (each as defined in the Loan Agreement) of not greater than 2.50 to 1.00, to be tested quarterly and (ii) a minimum Debt Service Coverage Ratio (as defined in the Loan Agreement) of 2.00 to 1.00.  Additionally, the Loan Agreement contains negative covenants related to, among other items, prohibitions against the creation of certain liens, engaging in any business activities substantially different than those currently engaged in by the Company, and paying dividends on Wayside’s stock other than (i) dividends payable in its stock and (ii) cash dividends in amounts and frequency consistent with past practice, without first securing the written consent of Citibank. The Company is in compliance with all covenants at September 30, 2013.

At September 30, 2013, the Company had no borrowings outstanding under the Credit Facility.  The Company had no interest expense related to the Credit Facility for the quarter ended September 30, 2013.

9.Basic Earnings Per Share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period.  Diluted EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, adjusted for potentially dilutive securities including unexercised stock option grants and nonvested shares of restricted stock.

10

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

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

	Nine months Ended				Three months ended
	September 30,				September 30,
	2013		2012		2013		2012
Numerator:
Net income	$	3,890	$	3,686	$	1,330	$	1,352
Denominator:
Weighted average shares (Basic)	4,457		4,467		4,442		4,502
Dilutive effect of outstanding options and non-vested shares of restricted stock	111		168		109		141
Weighted average shares including assumed conversions (Diluted)	4,568		4,635		4,551		4,643
Basic net income per share	$	0.87	$	0.83	$	0.30	$	0.30
Diluted net income per share	$	0.85	$	0.80	$	0.29	$	0.29

10.The Company had one major vendor that accounted for 10.0% and 10.4% of total purchases during the nine and three months, respectively, that ended September 30, 2013. The Company had one major vendor that accounted for 14.5% and 13.6% of total purchases during the nine and three months, respectively, that ended September 30, 2012. The Company had three major customers that accounted for 15.0%, 14.3% and 11.9% of its total net sales during the nine months ended September 30, 2013, and 15.0%, 15.0% and 11.8% of total net sales for the three months ended September 30, 2013. These same customers accounted for 11.7%, 13.9% and 10.5% of total net accounts receivable as September 30, 2013. The Company had three major customers that accounted for 13.1%, 13.6% and 11.6%, respectively, of its total net sales during the nine months ended September 30, 2012, and 12.5%, 14.4% and 10.4% of total net sales for the three months then ended.

11.The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2010. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.

The effective tax rate for the nine and three months ended September 30, 2013 respectively, was 32.4% and 30.5%, compared with 39.7% and 39.6% for the same periods last year. The current year rates were primarily impacted by a change in the state of New Jersey’s apportionment rules which lowered our state rate compared with the prior period.

12.The 2012 Stock-Based Compensation Plan (the “2012 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The total number of shares of Common Stock initially available for award under the 2012 Plan

11

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

was 600,000.  As of September 30, 2013, the number of shares of Common stock available for future award grants to employees and directors under the 2012 Plan is 578,050.

The 2006 Stock-Based Compensation Plan (the “2006 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 2006 Plan was 800,000. As of September 30, 2013, there are no shares of Common Stock available for future award grants to employees and directors under the 2006 Plan.

During 2006, the Company granted a total of 315,000 shares of Restricted Stock to officers, directors and employees. Included in this grant were 200,000 Restricted Shares granted to the Company’s CEO in accordance with his employment agreement. These 200,000 Restricted Shares vest over 40 equal quarterly installments. The remaining grants of Restricted Stock vest over 20 equal quarterly installments.

During 2007, the Company granted a total of 30,000 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest over 20 equal quarterly installments. In 2007, a total of 12,500 shares of Restricted Stock were forfeited as a result of employees and officers terminating employment with the Company.

During 2008, the Company granted a total of 57,500 shares of Restricted Stock to officers and directors. These shares of Restricted Stock vest over 20 equal quarterly installments.  In 2008, a total of 3,500 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2009, the Company granted a total of 140,000 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest over 20 equal quarterly installments.

During 2010, the Company granted a total of 150,500 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest over 20 equal quarterly installments. In 2010, a total of 5,875 shares of Restricted Stock were forfeited as a result of employees and officers terminating employment with the Company.

During 2011, the Company granted a total of 15,000 shares of Restricted Stock to employees. These shares of Restricted Stock vest over 20 equal quarterly installments. In 2011, a total of 8,375 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2012, the Company granted a total of 92,000 shares of Restricted Stock to officers, directors, and employees. These shares of Restricted Stock vest over 20 equal quarterly installments. A total of 3,525 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2013, the Company granted a total of 56,500 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest over 20 equal quarterly installments except for 40,000 granted to an officer that vest over 16 equal quarterly installments. A total of 775 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

12

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

Activity during 2013 in options outstanding under the Company’s combined plans (i.e., the 2012 Plan, the 2006 Plan, the 1995 Non-Employee Director Plan and the 1995 Stock Option Plan) was as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value ($M)(1)
Outstanding at January 1, 2013	310,640		$	8.65
Granted in 2013	—		—
Canceled in 2013	—		—
Exercised in 2013	(25,000	)	$	8.03
Outstanding at September 30, 2013	285,640		$	8.71	0.8	$	1.2
Exercisable at September 30, 2013	285,640		$	8.71	0.8	$	1.2

(1) The intrinsic value of an option is calculated as the difference between the market value on the last trading day of the quarter (September 30, 2013) and the exercise price of the outstanding options. The market value as of September 30, 2013 was $12.95 per share represented by the closing price as reported by The NASDAQ Global Market on that day.

A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s the 2012 Plan and 2006 Plan as of September 30, 2013, and changes during the nine months then ended is as follows:

	Shares		Weighted Average Grant Date Fair Value
Nonvested shares at January 1, 2013	251,150		$	11.24
Granted in 2013	56,500		12.57
Vested in 2013	(80,350	)	10.32
Forfeited in 2013	(775	)	9.77
Nonvested shares at September 30, 2013	226,525		$	11.73

As of September 30, 2013, there is approximately $2.7 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.1 years.

For the nine months ended September 30, 2013 and 2012, the Company recognized share-based compensation cost of $830,000 and $743,000 respectively, which is included in the Company’s general and administrative expense.

13.               FASB ASC Topic 280, “Segment Reporting,” requires that public companies report profits and losses and certain other information on their “reportable operating segments” in their annual and interim financial statements. The internal organization used by the public company’s Chief Operating Decision Maker (CODM) to assess performance and allocate resources determines the basis for reportable operating segments. The Company’s CODM is the Chief Executive Officer.

The Company is organized into two reportable operating segments.  The “Lifeboat Distribution” segment distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems

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Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

integrators primarily in the United States and Canada.  The “TechXtend” segment is a value-added reseller of software, hardware and services for corporations, government organizations and academic institutions in the United States and Canada.

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

Segment income is based on segment revenue less the respective segment’s cost of revenues as well as segment direct costs (including such items as payroll costs and payroll related costs, such as profit sharing, incentive awards and insurance) and excluding general and administrative expenses not attributed to an individual segment business unit. The Company only identifies accounts receivable and inventory by segment as shown below as “Selected Assets” by segment; it does not allocate its other assets, including capital expenditures by segment.

The following segment reporting information of the Company is provided (in thousands):

	Nine months ended				Three months ended
	September 30,				September 30,
	2013		2012		2013			2012
Revenue:
Lifeboat Distribution	$	171,949	$	158,838	$	56,871		$	55,989
TechXtend	38,588		52,772		13,591			19,545
	210,537		211,610		70,462			75,534
Gross Profit:
Lifeboat Distribution	$	12,129	$	11,336	$	3,846		$	3,707
TechXtend	4,414		5,519		1,419			1,991
	16,543		16,855		5,265			5,698
Direct Costs:
Lifeboat Distribution	$	3,445	$	3,310	$	1,095		$	1,071
TechXtend	2,390		2,547		735			866
	5,835		5,857		1,830			1,937
Segment Income:
Lifeboat Distribution	$	8,684	$	8,026	$	2,751		$	2,636
TechXtend	2,024		2,972		684			1,125
Segment Income	10,708		10,998		3,435			3,761
General and administrative	$	5,376	$	5,291	$	1,650		$	1,674
Interest, net	416		394		140			140
Foreign currency translation gain (loss)	10		13		(11		)	12
Income before taxes	$	5,758	$	6,114	$	1,914		$	2,239

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Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2013

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

	As of September 30, 2013
Selected Assets by Segment:
Lifeboat Distribution	$	27,343
TechXtend	31,791
Segment Select Assets	59,134
Corporate Assets	17,277
Total Assets	$	76,411

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of risk and uncertainties, including those set forth under the heading “Certain Factors Affecting Results of Operations and Stock Price” and elsewhere in this report and those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission. The following discussion should be read in conjunction with the accompanying unaudited  condensed consolidated financial statements and related notes included in this report and the consolidated financial statements and related notes included in our 2012 Annual Report on Form 10-K.

Overview

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

We offer an extensive line of products from leading publishers of software and tools for virtualization, networking, software development, database modeling, security, and other technically sophisticated domains as well as computer hardware.  We market these products through direct sales, our catalogs, direct mail programs, advertisements in trade magazines, as well as through Internet and e-mail promotions.

The Company’s sales, gross profit and results of operations have fluctuated and are expected to continue to fluctuate on a quarterly basis as a result of a number of factors, including but not limited to: the availability and level of vendor rebates and discounts, the loss of any major vendor, our customers ability to meet their payment obligations in a timely manner, the extent to which the Company finalizes larger sales transactions with extended payment terms, the condition of the software industry in general, shifts in demand for software products, pricing, industry shipments of new software products or upgrades, the timing of new merchandise and catalog offerings, fluctuations in response rates, fluctuations in merchandise returns, adverse weather conditions that affect response, distribution or shipping, shifts in the timing of holidays and changes in the Company’s product offerings. The Company’s operating expenditures are based on sales forecasts. If sales do not meet expectations in any given quarter, operating results may be materially adversely affected.

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Results of Operations

The following table sets forth for the periods indicated certain financial information derived from the Company’s unaudited condensed consolidated statements of earnings expressed as a percentage of net sales. This comparison of financial results is not necessarily indicative of future results:

	Nine months ended September  30,				Three months ended September  30,
	2013		2012		2013		2012
Net sales	100	%	100.0	%	100	%	100.0	%
Cost of sales	92.1		92.0		92.5		92.5
Gross profit	7.9		8.0		7.5		7.5
Selling, general and administrative expenses	5.3		5.3		4.9		4.8
Income from operations	2.6		2.7		2.6		2.7
Interest income, net	.1		.2		.1		.3
Realized foreign currency exchange gain(loss)	—		—		—		—
Income before income taxes	2.7		2.9		2.7		3.0
Provision for income taxes	0.9		1.2		0.8		1.2
Net income	1.8	%	1.7	%	1.9	%	1.8	%

Net Sales

Net sales for the third quarter of 2013 decreased 7% or $5.1 million to $70.5 million compared to $75.5 million for the same period in 2012. Net sales for the third quarter of 2013 for our Lifeboat segment were $56.9 million compared to $56.0 million in the third quarter of 2012, representing an increase of $0.9 million or 2%. Net sales for the third quarter of 2013 for our TechXtend segment were $13.6 million compared to $19.5 million in the third quarter of 2012, representing a decrease of $5.9 million or 30%.

The 2% increase in net sales for the Lifeboat Distribution segment was mainly a result of the strengthening of our account penetration.  The 30% decrease in net sales in the TechXtend segment was primarily due to a decrease in large single sales transactions and a decrease in extended payment terms sales transactions as compared to exceptionally strong levels of large single sales transactions and extended payment terms sales transactions in the third quarter ended September 30, 2012.

For the nine months ended September 30, 2013, net sales decreased 0.5% or $1.1 million to $210.5 million compared to $211.6 million for the same period in 2012. Net sales for the nine months ended September 30, 2013 for our Lifeboat segment increased 8% or $13.1 million to $171.9 million compared to $158.8 million for the same period in 2012.  Net sales for the nine months ended September 30, 2013 for our TechXtend segment decreased 27% or $14.2 million to $38.6 million compared to $52.8 million for the same period in 2012.

The 8% increase in net sales from our Lifeboat segment in the first nine months of 2013 compared to the same period in 2012 was mainly a result of our continued focus on the expanding virtual infrastructure-centric business, the addition of several key product lines, and the strengthening of our account penetration. The 27% decrease in net sales in the TechXtend segment was primarily due to a decrease in extended payment terms sales transactions and a decrease in large single sales transactions as compared to exceptionally strong levels of extended payment terms sales transactions and large single sales transactions in the first nine months of 2012.

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Gross Profit

Gross Profit for the third quarter ended September 30, 2013 was $5.3 million compared to $5.7 million for the third quarter of 2012. Total gross profit for our Lifeboat segment was $3.8 million compared to $3.7 million in the third quarter of 2012, representing a 4% increase. The increase in gross profit for the Lifeboat segment was due to higher sales volume in the current year. Total gross profit for our TechXtend segment was $1.4 million compared to $2.0 million in the third quarter of 2012, representing a 29% decrease. The decrease in gross profit in the TechXtend segment was the result of the decreased sales volume, including a decrease in large single sales transactions and a decrease in extended payment terms sales transactions. Vendor rebates and discounts for the quarter ended September 30, 2013 amounted to $0.3 million compared to $0.4 million for the third quarter of 2012 and represent 0.4% and 0.5% of net sales, respectively. Vendor rebates are dependent on reaching certain targets set by our vendors.

For the nine months ended September 30, 2013 gross profit decreased 2% or $0.4 million to $16.5 million compared to $16.9 million for the same period in 2012. Lifeboat’s gross profit for the nine months ended September 30, 2013 increased 7% to $12.1 million as compared to $11.3 million for the first nine months of 2012. The increase in gross profit for the Lifeboat segment was primarily due to higher sales volume. TechXtend gross profit for the nine months ended September 30, 2013 decreased by 20% to $4.4 million as compared to $5.5 million for the first nine months of 2012.  This decrease for the TechXtend segment was primarily due to the decreased sales volume, including a decrease in extended payment terms sales transactions and a decrease in large single sales transactions.

Gross profit margin; (gross profit as a percentage of net sales) for the third quarter of 2013 and 2012 was 7.5%. Gross profit margin for the nine months ended September 30, 2013 was 7.9% compared to 8.0% in the same period in 2012. Gross profit margin for our Lifeboat segment for the third quarter of 2013 was 6.8% compared to 6.6% for the third quarter of 2012. Gross profit margin for our TechXtend segment for the third quarter of 2013 was 10.4% compared to 10.2% for the third quarter of 2012.  The slight increase in gross profit margin for the Lifeboat segment was primarily caused by a slight increase in rebates as a percentage of revenues. The slight increase in gross profit margin for the TechXtend segment was primarily caused by fewer larger extended payment term sales transactions during the quarter which typically carry lower margins.

Vendor rebates and discounts for the nine month period ended September 30, 2013 amounted to $1.0 million compared to $1.2 million for the nine month period ended September 30, 2012 and represent 0.5% and 0.6% of net sales for each period, respectively. Vendor rebates are dependent on reaching certain targets set by our vendors. Vendors have been periodically substantially increasing their target revenues for rebate eligibility.  The Company monitors gross profits and gross profit margins carefully.  Price competition in our market continued to intensify in 2013, with competitors lowering their prices significantly and the Company responded immediately.  We anticipate that margins, as well as discounts and rebates, for the remainder of the year will continue to be affected by this current trend.

Selling, General and Administrative Expenses

Total selling, general, and administrative (“SG&A”) expenses for the third quarter of 2013 were $3.5 million compared to $3.6 million for the third quarter of 2012, representing a decrease of $0.1 million or 4%. This decrease is primarily the result of a decrease in commissions and bonus for our TechXtend segment (which are based on gross profit and segment income). As a percentage of net sales, SG&A expenses for the third quarter of 2013 were 4.9% compared to 4.8% for the third quarter of 2012.

For the nine months ended September 30, 2013, SG&A expenses were $11.2 million compared to $11.1 million in the same period in 2012, representing an increase of $0.1 million or 1%.  This increase is primarily the result of an increase in sales commissions for our Lifeboat segment (which are based on gross profit) and

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an increase in salary and fringe expenses (from increased headcount in sales, finance and operations to support business growth) in 2013 compared to 2012, offset in part by a decrease in commissions and bonus for our TechXtend segment (which are based on gross profit).  As a percentage of net sales, SG&A expenses were 5.3% for the nine months ended September 30, 2013 and 2012.

Direct selling costs (a component of SG&A) for the third quarter of 2013 were $1.8 million compared to $1.9 million for the third quarter of 2012. Total direct selling costs for our Lifeboat segment for the third quarter of 2013 were $1.1 million compared to $1.1 million for the same period in 2012. Total direct selling costs for our TechXtend segment for the third quarter of 2013 were $0.7 million compared to $0.9 million for the same period in 2012.

The Company expects that its SG&A expenses, as a percentage of net sales, may vary by quarter depending on changes in sales volume, and levels of continuing investments in employee headcount and marketing. We continue to monitor our SG&A expenses closely.

Income Taxes

For the three months ended September 30, 2013, the Company recorded a provision for income taxes of $584,000 or 30.5% of income, compared to $887,000 or 39.6% of income for the same period in 2012. The current quarter was impacted primarily by a change in state apportionment rules which lowered our state rate compared with the prior period.

For the nine months ended September 30, 2013, the Company recorded a provision for income taxes of $1,868,000 or 32.4% of income, compared to $2,428,000 or 39.7% of income for the same period in 2012. The tax rate for current year was impacted primarily by a change in state apportionment rules which lowered our state rate compared with the prior period.

Liquidity and Capital Resources

During the first nine months of 2013 our cash and cash equivalents increased by $4.9 million to $14.7 million at September 30, 2013, from $9.8 million at December 31, 2012. During the first nine months of 2013, net cash provided by operating activities amounted to $4.3 million, net cash provided by investing activities amounted to $4.3 million and net cash used in financing activities amounted to $3.7 million.

Net cash provided by operating activities in the first nine months of 2013 was $4.3 million and primarily resulted from $5.1 million in net income excluding non-cash charges, a $15.0 million decrease in accounts receivable, and a decrease in inventory of $0.5 million partially offset by a $15.9 million decrease in accounts payable and accrued expenses, and a $0.3 million increase in prepaid expenses & other current assets and other assets. The decreases in accounts receivable and account payable and accrued expenses were mainly due to lower sales volume, including sales on extended payment terms, in the third quarter of 2013 compared to the fourth quarter of 2012.

Net cash provided by investing activities in the first nine months of 2013 amounted to $4.3 million. This primarily resulted from net redemptions of $4.4 million in marketable securities, partially offset by capital expenditures of $0.1 million. These marketable securities were highly rated, highly liquid and were classified as available-for-sale securities in accordance with ASC Topic 320 “Investments in Debt and Equity Securities”, and as a result, unrealized gains and losses were reported as part of accumulated other comprehensive income.

Net cash used in financing activities in the first nine months of 2013 amounted to $3.7 million. This consisted primarily of dividends paid of $2.2 million and Common Stock repurchases of $1.8 million, partially offset by proceeds received from stock option exercises of $0.2 million.

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The Company’s current and anticipated use of its cash and cash equivalents is, and will continue to be, to fund working capital, operational expenditures, the Common Stock repurchase program and dividends if declared by the board of directors.

We believe that the funds held in cash and cash equivalents and our unused borrowings on our credit facility will be sufficient to fund our working capital and cash requirements for at least the next 12 months.

Contractual Obligations as of September 30, 2013 are summarized as follows:

Payment due by Period	Total		Less than 1 year		1-3 years		4-5 years	After 5 years
Long-term debt obligations	—		—		—		—	—
Capital Lease obligations	—		—		—		—	—
Operating Lease obligations (1)	$	638	$	268	$	370	—	—
Purchase Obligations	—		—		—		—	—
Other Long term Obligations
reflected on the Company’s
Balance Sheet under U.S. GAAP	—		—		—		—	—
Total Contractual Obligations	$	638	$	268	$	370	—	—

(1)  Operating leases relate primarily to the leases of the space used for our operations in Shrewsbury, New Jersey, Mississauga, Canada and Almere, Netherlands. The commitments for operating leases include the minimum rent payments.

On January 4, 2013, the Company, entered into a $10,000,000 revolving credit facility (the “Credit Facility”) with Citibank, N.A. (“Citibank”) pursuant to a Business Loan Agreement (the “Loan Agreement”), Promissory Note (the “Note”), Commercial Security Agreements (the “Security Agreements”) and Commercial Pledge Agreement (the “Pledge Agreement”).  The Credit Facility will be used for business and working capital purposes, including financing of larger extended payment terms sales transactions.  The Credit Facility matures on January 4, 2016, at which time the Company must pay this loan in one payment of any outstanding principal plus all accrued unpaid interest. In addition, the Company will pay regular monthly payments of all accrued unpaid interest.  The interest rate for any borrowings under the Credit Facility is subject to change from time to time based on the changes in an independent index which is the LIBOR Rate (the “Index”).  If the Index becomes unavailable during the term of this loan, Citibank may designate a substitute index after notifying the Company.  Interest on the unpaid principal balance of the Note will be calculated using a rate of 1.500 percentage points over the Index.  The Credit Facility is secured by the assets of the Company.

Among other affirmative covenants set forth in the Loan Agreement, the Company must maintain (i) a ratio of Total Liabilities to Tangible Net Worth (each as defined in the Loan Agreement) of not greater than 2.50 to 1.00, to be tested quarterly and (ii) a minimum Debt Service Coverage Ratio (as defined in the Loan Agreement) of 2.00 to 1.00.  Additionally, the Loan Agreement contains negative covenants related to, among other items, prohibitions against the creation of certain liens, engaging in any business activities substantially different than those currently engaged in by the Company, and paying dividends on Wayside’s stock other than (i) dividends payable in its stock and (ii) cash dividends in amounts and frequency consistent with past practice, without first securing the written consent of Citibank. The Company is in compliance with all covenants at September 30, 2013.

At September 30, 2013, the Company had no borrowings outstanding under the Credit Facility.  The Company had no interest expense related to the Credit Facility for the quarter ended September 30, 2013.

The Company is not committed by standby letters of credit and has no standby repurchase obligations. The Company is not engaged in any transactions with related parties.

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Foreign Exchange

The Company’s Canadian business is subject to changes in demand or pricing resulting from fluctuations in currency exchange rates or other factors. We are subject to fluctuations primarily in the Canadian Dollar-to-U.S. Dollar exchange rate.

Off-Balance Sheet Arrangements

As of September 30, 2013, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company recognizes revenue from the sale of software and hardware for microcomputers, servers and networks upon shipment or upon electronic delivery of the product. The Company expenses the advertising costs associated with producing its catalogs. The costs of these catalogs are expensed in the same month the catalogs are mailed.

On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, investments, intangible assets, income taxes, stock-based compensation, contingencies and litigation.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company believes the following critical accounting policies, used in the preparation of its unaudited condensed consolidated financial statements, affect its more significant judgments and estimates.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-offs may be required.

The Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance related to deferred tax assets. In the event the Company was to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.

Under the fair value recognition provision stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense as it is amortized on a straight-line basis over the requisite service period, which is the vesting period. We make certain assumptions in order to value and

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expense our various share-based compensation awards. In connection with valuing stock options, we use the Black-Scholes model, which requires us to consider certain facts and to estimate certain subjective assumptions. The key facts and assumptions we consider are: (i) the expected volatility of our Common Stock; (ii) the expected term of the award; and (iii) the expected forfeiture rate. In connection with our restricted stock program we make assumptions principally related to the forfeiture rate. We review our valuation assumptions periodically and, as a result, we may change our valuation assumptions used to value stock based awards granted in future periods. Such changes may lead to a significant change in the expense we recognize in connection with share-based payments.

Certain Factors Affecting Results of Operations and Stock Price

This report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements in this report regarding future events or conditions, including but not limited to statements regarding industry prospects and the Company’s expected financial position, results of operations, business and financing plans, are forward-looking statements. These statements can be identified by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” and “continue” or similar words.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Substantial risks and uncertainties unknown at this time could cause actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to, the continued acceptance of the Company’s distribution channel by vendors and customers, the timely availability and acceptance of new products, product mix, market conditions, competitive pricing pressures, contribution of key vendor relationships and support programs, including vendor rebates and discounts, as well as factors that affect the software industry in general and other factors generally. We strongly urge current and prospective investors to carefully consider the cautionary statements and risk factors contained in this report and our annual report on Form 10-K for the year ended December 31, 2012.

The Company operates in a rapidly changing business, and new risk factors emerge from time to time. Management cannot predict every risk factor, nor can it assess the impact, if any, of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Accordingly, forward-looking statements should not be relied upon as a prediction of actual results and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The statements concerning future sales, future gross profit margin and future selling and administrative expenses are forward looking statements involving certain risks and uncertainties such as availability of products, product mix, pricing pressures, market conditions and other factors, which could result in a fluctuation of sales below recent experience.

Stock Volatility. The technology sector of the United States stock markets has experienced substantial volatility in recent periods. Numerous conditions which impact the technology sector or the stock market in general or the Company in particular, whether or not such events relate to or reflect upon the Company’s operating performance, could adversely affect the market price of the Company’s Common Stock. Furthermore, fluctuations in the Company’s operating results, announcements regarding litigation, the loss of a significant vendor, increased competition, reduced vendor incentives and trade credit, higher postage and

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operating expenses, and other developments, could have a significant impact on the market price of the Company’s Common Stock.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

In addition to its activities in the United States, 7.3% of the Company sales during the nine months ended September 30, 2013 was generated in Canada. We are subject to general risks attendant to the conduct of business in Canada, including economic uncertainties and foreign government regulations. In addition, the Company’s Canadian business is subject to changes in demand or pricing resulting from fluctuations in currency exchange rates or other factors. See “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Foreign Currency Transactions Gain (Loss).”

The Company’s cash balance is invested in short-term savings accounts with our primary banks, Citibank and JPMorgan Chase Bank. As such, we believe that the risk of significant changes in the value of our cash invested is minimal.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.  This evaluation was carried out under the supervision and with the participation of various members of our management, including our Company’s President, Chairman of the Board and Chief Executive Officer (principal executive officer) and Vice President and Chief Financial Officer (principal financial officer). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this report, to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act, that occurred during the quarter ended September 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth the repurchase of Common Stock by the Company and its affiliated purchasers during the third quarter of 2013.

ISSUER PURCHASE OF EQUITY SECURITIES

	Total Number of Shares		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or	Average Price Paid Per Share		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
Period	Purchased		(2)		Programs	(3)		(4)(5)
July 1, 2013- July  31, 2013	18,727		$	11.65	18,727	$	11.65	244,047
August 1, 2013- August 31, 2013	19,354	(1)	12.52		9,500	12.52		234,547
September 1, 2013- September 30, 2013	8,600		12.89		8,600	12.89		225,947
Total	46,681		$	12.24	36,827	$	12.17

(1) Includes 9,854 shares surrendered to the Company by employees to satisfy individual tax withholding obligations upon vesting of previously issued shares of Restricted Stock. These shares are not included in the Common Stock repurchase program referred to in footnote (4) below.

(2) Average price paid per share reflects the closing price the Company’s Common Stock on the business date the shares were surrendered by the employee stockholder to satisfy individual tax withholding obligations upon vesting of Restricted Stock or the price of the Common Stock paid on the open market purchase, as applicable.

(3) Average price paid per share reflects the price of the Company’s Common Stock purchased on the open market.

(4) On July 31, 2008, the Company approved the increase of its Common Stock repurchase program by an additional 500,000 shares. The Company expects to purchase shares of its Common Stock from time to time in the market or otherwise subject to market conditions. The Common Stock repurchase program does not have an expiration date.

(5) On October 23, 2012, the Board of Directors of the Company approved, and on October 29, 2012, the Company entered into a written purchase plan intended to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”).  Purchases involving shares of the Company’s Common Stock under the Plan may take place commencing October 29, 2012, and the Plan is intended to be in effect until October 29, 2014.  Pursuant to the Plan, the Company’s broker shall effect purchases of up to an aggregate of 350,000 shares of Common Stock.

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Item 6. Exhibits

(a)Exhibits

31.1Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Simon F. Nynens, the Chief Executive Officer (principal executive officer) of the Company.

31.2Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Thomas J. Flaherty, the Chief Financial Officer (principal financial officer) of the Company.

32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Simon F. Nynens, the Chief Executive Officer (principal executive officer) of the Company.

32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Thomas J. Flaherty, the Chief Financial Officer (principal financial officer) of the Company.

101The following financial information from Wayside Technology Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the SEC on October 30, 2013, formatted in XBRL (Extensible Business Reporting Language) includes: (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Earnings, (3) Condensed Consolidated Statements of Stockholders’ Equity, (4) Condensed Consolidated Statements of Comprehensive Income, (5) Condensed Consolidated Statements of Cash Flows, and (6) the Notes to the Unaudited Condensed Consolidated Financial Statements,.*

*Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WAYSIDE TECHNOLOGY GROUP, INC
October 30, 2013	By:		/s/ Simon F. Nynens
Date			Simon F. Nynens, Chairman of the Board,
			President and Chief Executive Officer
October 30, 2013				By:	/s/ Thomas J. Flaherty
Date		Thomas J. Flaherty, Vice President and
		Chief Financial Officer

25

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Simon F. Nynens, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Wayside Technology Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and  internal control over financial reporting ( as defined in Exchange Act Rules 13a-15(f) and 15(d) -15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed  such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  October 30, 2013

/s/ Simon F. Nynens

Simon F. Nynens

Chairman of the Board

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Thomas J. Flaherty, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Wayside Technology Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and  internal control over financial reporting ( as defined in Exchange Act Rules 13a-15(f) and 15(d) -15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed  such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2013

/s/ Thomas J. Flaherty

Thomas J. Flaherty

Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wayside Technology Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simon F. Nynens,  certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Simon F. Nynens

Simon F. Nynens

Chairman of the Board

President and Chief Executive Officer (Principal Executive Officer)

October 30, 2013

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wayside Technology Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas J. Flaherty, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas J. Flaherty

Thomas J. Flaherty

Vice President and Chief Financial Officer (Principal Financial Officer)

October 30, 2013

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Major customers

9 Months Ended

Sep. 30, 2013

Major customers

Major customers

10. The Company had one major vendor that accounted for 10.0% and 10.4% of total purchases during the nine and three months, respectively, that ended September 30, 2013. The Company had one major vendor that accounted for 14.5% and 13.6% of total purchases during the nine and three months, respectively, that ended September 30, 2012. The Company had three major customers that accounted for 15.0%, 14.3% and 11.9% of its total net sales during the nine months ended September 30, 2013, and 15.0%, 15.0% and 11.8% of total net sales for the three months ended September 30, 2013. These same customers accounted for 11.7%, 13.9% and 10.5% of total net accounts receivable as September 30, 2013. The Company had three major customers that accounted for 13.1%, 13.6% and 11.6%, respectively, of its total net sales during the nine months ended September 30, 2012, and 12.5%, 14.4% and 10.4% of total net sales for the three months then ended.

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Condensed Consolidated Statements of Earnings (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Consolidated Statements of Earnings
Net sales	$ 70,462	$ 75,534	$ 210,537	$ 211,610
Cost of sales	65,197	69,836	193,994	194,755
Gross profit	5,265	5,698	16,543	16,855
Selling, general and administrative expenses	3,480	3,611	11,211	11,148
Income from operations	1,785	2,087	5,332	5,707
Other income:
Interest, net	140	140	416	394
Foreign currency transaction gain (loss)	(11)	12	10	13
Income before provision for income taxes	1,914	2,239	5,758	6,114
Provision for income taxes	584	887	1,868	2,428
Net income	$ 1,330	$ 1,352	$ 3,890	$ 3,686
Income per common share - Basic (in dollars per share)	$ 0.30	$ 0.30	$ 0.87	$ 0.83
Income per common share - Diluted (in dollars per share)	$ 0.29	$ 0.29	$ 0.85	$ 0.80
Weighted average common shares outstanding - Basic (in shares)	4,442	4,502	4,457	4,467
Weighted average common shares outstanding - Diluted (in shares)	4,551	4,643	4,568	4,635
Dividends paid per common share (in dollars per share)	$ 0.16	$ 0.16	$ 0.48	$ 0.48

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Comprehensive Income

9 Months Ended

Sep. 30, 2013

Comprehensive Income

Comprehensive Income

3. Cumulative translation adjustments and unrealized gains (losses) on available-for-sale securities have been classified within accumulated other comprehensive income, which is a separate component of stockholders’ equity in accordance with FASB ASC Topic 220, “Comprehensive Income.”

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share

Schedule of reconciliation of the numerators and denominators for computations of the basic and diluted per share

	Nine months Ended				Three months ended
	September 30,				September 30,
	2013		2012		2013		2012
Numerator:
Net income	$	3,890	$	3,686	$	1,330	$	1,352
Denominator:
Weighted average shares (Basic)	4,457		4,467		4,442		4,502
Dilutive effect of outstanding options and non-vested shares of restricted stock	111		168		109		141
Weighted average shares including assumed conversions (Diluted)	4,568		4,635		4,551		4,643
Basic net income per share	$	0.87	$	0.83	$	0.30	$	0.30
Diluted net income per share	$	0.85	$	0.80	$	0.29	$	0.29

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Income Taxes

9 Months Ended

Sep. 30, 2013

Income Taxes

Income Taxes

11. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2010. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.

The effective tax rate for the nine and three months ended September 30, 2013 respectively, was 32.4% and 30.5%, compared with 39.7% and 39.6% for the same periods last year. The current year rates were primarily impacted by a change in the state of New Jersey’s apportionment rules which lowered our state rate compared with the prior period.

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Stockholders' Equity and Stock Based Compensation (Details 3) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Weighted Average Grant Date Fair Value
Share-based compensation cost (in dollars)	$ 830,000	$ 743,000
2012 Plan and 2006 Plan | Restricted stock awards
Shares
Nonvested shares at the beginning of the period	251,150
Granted (in shares)	56,500
Vested (in shares)	(80,350)
Forfeited (in shares)	(775)
Nonvested shares at the end of the period	226,525
Weighted Average Grant Date Fair Value
Nonvested shares at the beginning of period (in dollars per share)	$ 11.24
Granted (in dollars per share)	$ 12.57
Vested (in dollars per share)	$ 10.32
Forfeited (in dollars per share)	$ 9.77
Nonvested shares at the end of period (in dollars per share)	$ 11.73
Unrecognized compensation cost (in dollars)	$ 2,700,000
Weighted average period for recognition of unrecognized compensation cost	3 years 1 month 6 days

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Foreign Currency Translation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Canadian operations
Sales	$ 70,462	$ 75,534	$ 210,537	$ 211,610
Canadian operations
Canadian operations
Sales	$ 4,800	$ 5,400	$ 15,400	$ 16,800

XML

Industry, Segment and Geographic Information (Tables)

9 Months Ended

Sep. 30, 2013

Industry, Segment and Geographic Information

Schedule of segment reporting information

The following segment reporting information of the Company is provided (in thousands):

	Nine months ended				Three months ended
	September 30,				September 30,
	2013		2012		2013			2012
Revenue:
Lifeboat Distribution	$	171,949	$	158,838	$	56,871		$	55,989
TechXtend	38,588		52,772		13,591			19,545
	210,537		211,610		70,462			75,534
Gross Profit:
Lifeboat Distribution	$	12,129	$	11,336	$	3,846		$	3,707
TechXtend	4,414		5,519		1,419			1,991
	16,543		16,855		5,265			5,698
Direct Costs:
Lifeboat Distribution	$	3,445	$	3,310	$	1,095		$	1,071
TechXtend	2,390		2,547		735			866
	5,835		5,857		1,830			1,937
Segment Income:
Lifeboat Distribution	$	8,684	$	8,026	$	2,751		$	2,636
TechXtend	2,024		2,972		684			1,125
Segment Income	10,708		10,998		3,435			3,761
General and administrative	$	5,376	$	5,291	$	1,650		$	1,674
Interest, net	416		394		140			140
Foreign currency translation gain (loss)	10		13		(11		)	12
Income before taxes	$	5,758	$	6,114	$	1,914		$	2,239

	As of September 30, 2013
Selected Assets by Segment:
Lifeboat Distribution	$	27,343
TechXtend	31,791
Segment Select Assets	59,134
Corporate Assets	17,277
Total Assets	$	76,411

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Major customers (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2013 item	Sep. 30, 2012 item	Sep. 30, 2013 item	Sep. 30, 2012 item
Purchases | Vendor concentration risk | One major vendor
Significant Customers
Number of vendors	1	1	1	1
Percentage of concentration risk	10.40%	13.60%	10.00%	14.50%
Net sales | Customer concentration risk
Significant Customers
Number of customers	3	3	3	3
Net sales | Customer one | Customer concentration risk
Significant Customers
Percentage of concentration risk	15.00%	12.50%	15.00%	13.10%
Net sales | Customer two | Customer concentration risk
Significant Customers
Percentage of concentration risk	15.00%	14.40%	14.30%	13.60%
Net sales | Customer three | Customer concentration risk
Significant Customers
Percentage of concentration risk	11.80%	10.40%	11.90%	11.60%
Net accounts receivable | Customer one | Customer concentration risk
Significant Customers
Percentage of concentration risk			11.70%
Net accounts receivable | Customer two | Customer concentration risk
Significant Customers
Percentage of concentration risk			13.90%
Net accounts receivable | Customer three | Customer concentration risk
Significant Customers
Percentage of concentration risk			10.50%

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Balance Sheet Detail (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Equipment and leasehold improvements
Gross	$ 3,539	$ 3,474
Less accumulated depreciation and amortization	(3,236)	(3,099)
Net	303	375
Accounts payable and accrued expenses
Trade accounts payable	41,484	55,734
Accrued expenses	1,827	3,531
Accounts payable and accrued expenses	43,311	59,265
Accumulated other comprehensive income
Foreign currency translation adjustments	361	428
Unrealized (loss) on marketable securities		(11)
Accumulated other comprehensive income	361	417
Equipment
Equipment and leasehold improvements
Gross	2,982	2,913
Leasehold improvements
Equipment and leasehold improvements
Gross	$ 557	$ 561

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Stockholders' Equity and Stock Based Compensation (Tables)

9 Months Ended

Sep. 30, 2013

Stockholders' Equity and Stock Based Compensation

Schedule of activity in options outstanding under the combined plans

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value ($M)(1)
Outstanding at January 1, 2013	310,640		$	8.65
Granted in 2013	—		—
Canceled in 2013	—		—
Exercised in 2013	(25,000	)	$	8.03
Outstanding at September 30, 2013	285,640		$	8.71	0.8	$	1.2
Exercisable at September 30, 2013	285,640		$	8.71	0.8	$	1.2

(1) The intrinsic value of an option is calculated as the difference between the market value on the last trading day of the quarter (September 30, 2013) and the exercise price of the outstanding options. The market value as of September 30, 2013 was $12.95 per share represented by the closing price as reported by The NASDAQ Global Market on that day.

Summary of nonvested shares of Restricted Stock awards outstanding and the changes during the period

	Shares		Weighted Average Grant Date Fair Value
Nonvested shares at January 1, 2013	251,150		$	11.24
Granted in 2013	56,500		12.57
Vested in 2013	(80,350	)	10.32
Forfeited in 2013	(775	)	9.77
Nonvested shares at September 30, 2013	226,525		$	11.73

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Condensed Consolidated Statement of Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-In Capital	Treasury	Retained Earnings	Accumulated Other Comprehensive Income
Balance at Dec. 31, 2012	$ 32,125	$ 53	$ 27,712	$ (5,373)	$ 9,316	$ 417
Balance (in shares) at Dec. 31, 2012	543,627			543,627
Balance (in shares) at Dec. 31, 2012	5,284,500	5,284,500
Increase (Decrease) in Stockholders' Equity
Net income	3,890				3,890
Translation adjustment	(67)					(67)
Reclassification adjustment for loss realized in net income on available-for-sale marketable securities	11					11
Dividends paid	(2,233)				(2,233)
Stock options exercised	201		65	136
Stock options exercised (in shares)				(25,000)
Share-based compensation expense	830		830
Restricted stock grants (net of forfeitures)			(276)	276
Restricted stock grants (net of forfeitures) (in shares)				(55,725)
Tax benefit from share-based compensation	125		125
Treasury shares repurchased	(1,782)			(1,782)
Treasury shares repurchased (in shares)				147,501
Balance at Sep. 30, 2013	$ 33,100	$ 53	$ 28,456	$ (6,743)	$ 10,973	$ 361
Balance (in shares) at Sep. 30, 2013	617,403			617,403
Balance (in shares) at Sep. 30, 2013	5,284,500	5,284,500

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Basis of Presentation

9 Months Ended

Sep. 30, 2013

Basis of Presentation

Basis of Presentation

1. The accompanying unaudited condensed consolidated financial statements of Wayside Technology Group, Inc. and its subsidiaries (collectively, the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements.

The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, investments, intangible assets, income taxes, stock-based compensation, and contingencies and litigation. The Company bases its estimates on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the opinion of the Company’s management, all adjustments that are of a normal recurring nature, considered necessary for fair presentation, have been included in the accompanying financial statements. The Company’s actual results may differ from these estimates under different assumptions or conditions. The unaudited condensed consolidated statements of earnings for the interim periods are not necessarily indicative of results for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K filed with the Securities Exchange Commission for the year ended December 31, 2012

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Revenue Recognition

9 Months Ended

Sep. 30, 2013

Revenue Recognition

Revenue Recognition

4. Revenue on product (software and hardware) and maintenance agreement sales are recognized once four criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed and determinable, (3) delivery (software and hardware) or fulfillment (maintenance) has occurred, and (4) there is reasonable assurance of collection of the sales proceeds.  Revenues from the sales of hardware products, software products and licenses and maintenance agreements are recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales.

Product delivery to customers occur in a variety of ways, including (i) as physical product shipped from the Company’s warehouse, (ii) via drop-shipment by the vendor, or (iii) via electronic delivery for software licenses.  The Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse, thereby increasing efficiency and reducing costs.  The Company recognizes revenue for drop-ship arrangements on a gross basis.  Furthermore, in such drop-ship arrangements, the Company negotiates price with the customer, pays the supplier directly for the product shipped and bears credit risk of collecting payment from its customers.  The Company serves as the principal with the customer and, therefore, recognizes the sale and cost of sale of the product upon receiving notification from the supplier that the product has shipped.  Maintenance agreements allow customers to obtain technical support directly from the software publisher and to upgrade, at no additional cost, to the latest technology if new applications are introduced by the software publisher during the period that the maintenance agreement is in effect.

Sales are recorded net of discounts, rebates, and returns.  Vendor rebates and price protection are recorded when earned as a reduction to cost of sales or merchandise inventory, as applicable. Cooperative reimbursements from vendors, which are earned and available, are recorded in the period the related advertising expenditure is incurred.

Cooperative reimbursements are recorded as a reduction of cost of sales in accordance with FASB ASC Topic 605-50 “Accounting by a Customer (including reseller) for Certain Consideration Received from a Vendor.”  Provisions for returns are estimated based on historical sales returns and credit memo analysis which are adjusted to actual on a periodic basis.

Accounts receivable-long-term represent product sales with extended payment terms that are discounted to their present values at the prevailing market rates. In subsequent periods, the accounts receivable are 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.

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Foreign Currency Translation

9 Months Ended

Sep. 30, 2013

Foreign Currency Translation

Foreign Currency Translation

2. Assets and liabilities of the Company’s foreign subsidiaries have been translated at current exchange rates, and related sales and expenses have been translated at average rates of exchange in effect during the period. The sales from our Canadian operations in the first nine months of 2013 were $15.4 million as compared to $16.8 million for the first nine months of 2012. The sales from our Canadian operations for the third quarter of 2013 were $4.8 million as compared to $5.4 million for the third quarter of 2012.

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Revenue Recognition (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013 item
Revenue Recognition
Number of criteria	4
Additional cost to obtain technical support directly from the software publisher and upgrade to latest technology	$ 0

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Credit Facility (Details) (Credit Facility, USD $)	3 Months Ended		0 Months Ended
	Sep. 30, 2013	Jan. 04, 2013 item	Jan. 04, 2013 Index
Credit Facility
Maximum borrowing capacity		$ 10,000,000
Number of payments		1
Variable interest rate base			LIBOR
Interest rate margin (as a percent)			1.50%
Total liabilities to tangible net worth ratio, maximum		2.50
Interest coverage ratio, minimum		2.00
Borrowings outstanding	0
Interest expense	$ 0

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Stockholders' Equity and Stock Based Compensation (Details 2) (Options, USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Options
Number of Options
Outstanding at the beginning of the period (in shares)	310,640
Exercised (in shares)	(25,000)
Outstanding at the end of the period (in shares)	285,640
Exercisable at the end of the period (in shares)	285,640
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 8.65
Exercised (in dollars per share)	$ 8.03
Outstanding at the end of the period (in dollars per share)	$ 8.71
Exercisable at the end of the period (in dollars per share)	$ 8.71
Weighted Average Remaining Contractual Term
Outstanding at the end of the period	9 months 18 days
Exercisable at the end of the period	9 months 18 days
Aggregate Intrinsic Value
Aggregate intrinsic value of options outstanding	$ 1.2
Aggregate intrinsic value of options exercisable	$ 1.2
Market value (in dollars per share)	$ 12.95

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Condensed Consolidated Balance Sheets
Accounts receivable, allowances (in dollars)	$ 1,741	$ 1,586
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	4,667,097	4,740,873
Treasury stock, shares	617,403	543,627

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Balance Sheet Detail

9 Months Ended

Sep. 30, 2013

Balance Sheet Detail

Balance Sheet Detail

7. Balance Sheet Detail:

Equipment and leasehold improvements consist of the following as of September 30, 2013 and December 31, 2012:

	September 30, 2013			December 31, 2012
Equipment	$	2,982		$	2,913
Leasehold improvements	557			561
	3,539			3,474
Less accumulated depreciation and amortization	(3,236		)	(3,099		)
	$	303		$	375

Accounts payable and accrued expenses consist of the following as of September 30, 2013 and December 31, 2012:

	September 30, 2013		December 31, 2012
Trade accounts payable	$	41,484	$	55,734
Accrued expenses	1,827		3,531
	$	43,311	$	59,265

Accumulated other comprehensive income consists of the following as of September 30, 2013 and December 31, 2012:

	September 30, 2013		December 31, 2012
Foreign currency translation adjustments	$	361	$	428
Unrealized (loss) on marketable securities	—		(11		)
	$	361	$	417

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Consolidated Statements of Comprehensive Income
Net income	$ 1,330	$ 1,352	$ 3,890	$ 3,686
Other comprehensive income, net of tax:
Foreign currency translation adjustment	255	204	(67)	197
Reclassification adjustment for loss realized in net income on available-for-sale marketable securities			11
Unrealized gain on available-for-sale marketable securities		2		7
Other comprehensive (loss) income	255	206	(56)	204
Comprehensive income	$ 1,585	$ 1,558	$ 3,834	$ 3,890

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 14,743	$ 9,835
Marketable securities		4,411
Accounts receivable, net of allowances of $1,741 and $1,586, respectively	49,855	61,388
Inventory, net	1,210	1,717
Prepaid expenses and other current assets	1,591	1,281
Deferred income taxes	280	280
Total current assets	67,679	78,912
Equipment and leasehold improvements, net	303	375
Accounts receivable-long-term	8,069	11,851
Other assets	159	71
Deferred income taxes	201	236
Total assets	76,411	91,445
Current liabilities
Accounts payable and accrued expenses	43,311	59,265
Current portion - capital lease obligation		55
Total current liabilities	43,311	59,320
Commitments and contingencies
Stockholders' equity
Common Stock, $.01 par value; 10,000,000 shares authorized, 5,284,500 shares issued; 4,667,097 and 4,740,873 shares outstanding, respectively	53	53
Additional paid-in capital	28,456	27,712
Treasury stock, at cost, 617,403 and 543,627 shares, respectively	(6,743)	(5,373)
Retained earnings	10,973	9,316
Accumulated other comprehensive income	361	417
Total stockholders' equity	33,100	32,125
Total liabilities and stockholders' equity	$ 76,411	$ 91,445

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Marketable securities (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Marketable securities
Cost	$ 0	$ 4,422
Market value		4,411
Unrealized (loss)		(11)
Cost of investments by fiscal maturity
Due in one year or less		4,422
Estimated fair value of investments by fiscal maturity
Due in one year or less		4,411
Certificates of deposit
Marketable securities
Cost		4,422
Market value		4,411
Unrealized (loss)		$ (11)

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Balance Sheet Detail (Tables)

9 Months Ended

Sep. 30, 2013

Balance Sheet Detail

Schedule of equipment and leasehold improvements

	September 30, 2013			December 31, 2012
Equipment	$	2,982		$	2,913
Leasehold improvements	557			561
	3,539			3,474
Less accumulated depreciation and amortization	(3,236		)	(3,099		)
	$	303		$	375

Schedule of accounts payable and accrued expenses

	September 30, 2013		December 31, 2012
Trade accounts payable	$	41,484	$	55,734
Accrued expenses	1,827		3,531
	$	43,311	$	59,265

Schedule of accumulated other comprehensive income

	September 30, 2013		December 31, 2012
Foreign currency translation adjustments	$	361	$	428
Unrealized (loss) on marketable securities	—		(11		)
	$	361	$	417

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Industry, Segment and Geographic Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 item	Sep. 30, 2012	Dec. 31, 2012
Industry, Segment and Geographic Information
Number of reportable operating segments			2
Segment reporting information
Revenue	$ 70,462	$ 75,534	$ 210,537	$ 211,610
Gross Profit	5,265	5,698	16,543	16,855
Direct Costs	1,830	1,937	5,835	5,857
Segment Income	3,435	3,761	10,708	10,998
General and administrative	1,650	1,674	5,376	5,291
Interest, net	140	140	416	394
Foreign currency transaction gain (loss)	(11)	12	10	13
Income before provision for income taxes	1,914	2,239	5,758	6,114
Total Assets	76,411		76,411		91,445
Lifeboat Distribution
Segment reporting information
Revenue	56,871	55,989	171,949	158,838
Gross Profit	3,846	3,707	12,129	11,336
Direct Costs	1,095	1,071	3,445	3,310
Segment Income	2,751	2,636	8,684	8,026
Total Assets	27,343		27,343
TechXtend
Segment reporting information
Revenue	13,591	19,545	38,588	52,772
Gross Profit	1,419	1,991	4,414	5,519
Direct Costs	735	866	2,390	2,547
Segment Income	684	1,125	2,024	2,972
Total Assets	31,791		31,791
Segment Total
Segment reporting information
Total Assets	59,134		59,134
Corporate Assets
Segment reporting information
Total Assets	$ 17,277		$ 17,277

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Income Taxes (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Taxes
Effective tax rate (as a percent)	30.50%	39.60%	32.40%	39.70%

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Stockholders' Equity and Stock Based Compensation (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2013 Installment	Dec. 31, 2012 Installment	Dec. 31, 2011 Installment	Dec. 31, 2010 Installment	Dec. 31, 2009 Installment	Dec. 31, 2008 Installment	Dec. 31, 2007 Installment	Dec. 31, 2006 Installment
2006 Plan
Stock-based compensation
Number of shares of common stock initially available for award	800,000
Number of shares of Common Stock available for future award grants	0
2006 Plan | Restricted stock
Stock-based compensation
Granted (in shares)	56,500	92,000	15,000	150,500	140,000	57,500	30,000	315,000
Forfeited (in shares)	775	3,525	8,375	5,875		3,500	12,500
Number of equal quarterly installments for vesting of awards	20	20	20	20	20	20	20	20
2006 Plan | Restricted stock | CEO
Stock-based compensation
Granted (in shares)								200,000
Number of equal quarterly installments for vesting of awards								40
2006 Plan | Restricted stock | Officer
Stock-based compensation
Granted (in shares)	40,000
Number of equal quarterly installments for vesting of awards	16
2012 Plan
Stock-based compensation
Number of shares of common stock initially available for award	600,000
Number of shares of Common Stock available for future award grants	578,050

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Fair Value Measurements

9 Months Ended

Sep. 30, 2013

Fair Value Measurements

Fair Value Measurements

6. The Company accounts for the fair value measurement in accordance with FASB ASC Topic 820 “Fair Value Measurement and Disclosure”, which establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. The Company uses the following methods for determining fair value in accordance with FASB ASC Topic 820. For assets and liabilities that are measured using quoted prices in active markets for the identical asset or liability, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality and the overall capital market liquidity (Level 3).

The following table summarizes the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets:

			Fair Value Measurements at December 31, 2012 Using
Description	Balance at December 31, 2012		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Certificates of deposit	$	4,411	$	—	$	4,411	$	—

Certificates of deposit - The fair value of certificates of deposit is estimated using third-party quotations for similar assets. These deposits are categorized in Level 2 of the fair value hierarchy.

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Fair Value Measurements
Available-for-sale securities	$ 4,411
Certificates of deposit
Fair Value Measurements
Available-for-sale securities	4,411
Recurring basis | Fair Value | Certificates of deposit
Fair Value Measurements
Available-for-sale securities	4,411
Recurring basis | Significant Other Observable Inputs (Level 2) | Certificates of deposit
Fair Value Measurements
Available-for-sale securities	$ 4,411

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Earnings Per Share

9 Months Ended

Sep. 30, 2013

Earnings Per Share

Earnings Per Share

9. Basic Earnings Per Share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period.  Diluted EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, adjusted for potentially dilutive securities including unexercised stock option grants and nonvested shares of restricted stock.

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

	Nine months Ended				Three months ended
	September 30,				September 30,
	2013		2012		2013		2012
Numerator:
Net income	$	3,890	$	3,686	$	1,330	$	1,352
Denominator:
Weighted average shares (Basic)	4,457		4,467		4,442		4,502
Dilutive effect of outstanding options and non-vested shares of restricted stock	111		168		109		141
Weighted average shares including assumed conversions (Diluted)	4,568		4,635		4,551		4,643
Basic net income per share	$	0.87	$	0.83	$	0.30	$	0.30
Diluted net income per share	$	0.85	$	0.80	$	0.29	$	0.29

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Marketable securities

9 Months Ended

Sep. 30, 2013

Marketable securities

Marketable securities

5. The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated fair value at September 30, 2013 and December 31, 2012 because of the relative short maturity of these instruments.

There were no available-for-sale securities as of September 30, 2013.

Investments in available-for-sale securities at December 31, 2012 were:

	Cost		Market value		Unrealized (loss)
Certificates of deposit	$	4,422	$	4,411	$	(11	)
Total Marketable securities	$	4,422	$	4,411	$	(11	)

The cost and market value of the Company’s investments at December 31, 2012 determined by contractual maturity were :

			Estimated
	Cost		Fair Value
Due in one year or less	$	4,422	$	4,411

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities
Net income	$ 3,890	$ 3,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	213	233
Deferred income tax expense	34	26
Provision for doubtful accounts receivable	157	145
Share-based compensation expense	830	743
Changes in operating assets and liabilities:
Accounts receivable	15,044	(3,267)
Inventory	507	(268)
Prepaid expenses and other current assets	(311)	885
Accounts payable and accrued expenses	(15,941)	923
Other assets	(88)	(21)
Net cash provided by operating activities	4,335	3,085
Cash flows provided by investing activities
Purchases of available-for-sale securities	(920)	(5,575)
Redemptions of available-for-sale securities	5,342	6,373
Purchase of equipment and leasehold improvements	(141)	(105)
Net cash provided by investing activities	4,281	693
Cash flows from financing activities
Dividends paid	(2,233)	(2,239)
Purchase of treasury stock	(1,782)	(641)
Tax benefit from share-based compensation	125	171
Repayment of capital lease obligations	(55)	(55)
Proceeds from stock option exercises	201	430
Net cash used in financing activities	(3,744)	(2,334)
Effect of foreign exchange rate on cash	36	99
Net increase in cash and cash equivalents	4,908	1,543
Cash and cash equivalents at beginning of period	9,835	9,202
Cash and cash equivalents at end of period	14,743	10,745
Supplementary disclosure of cash flow information:
Income taxes paid	2,476	2,598
Interest paid	$ 10

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Numerator:
Net income (in dollars)	$ 1,330	$ 1,352	$ 3,890	$ 3,686
Denominator:
Weighted average shares (Basic)	4,442	4,502	4,457	4,467
Dilutive effect of outstanding options and non-vested shares of restricted stock (in shares)	109	141	111	168
Weighted average shares including assumed conversions (Diluted)	4,551	4,643	4,568	4,635
Basic net income per share (in dollars per share)	$ 0.30	$ 0.30	$ 0.87	$ 0.83
Diluted net income per share (in dollars per share)	$ 0.29	$ 0.29	$ 0.85	$ 0.80

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Stockholders' Equity and Stock Based Compensation

9 Months Ended

Sep. 30, 2013

Stockholders' Equity and Stock Based Compensation

Stockholders' Equity and Stock Based Compensation

12. The 2012 Stock-Based Compensation Plan (the “2012 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The total number of shares of Common Stock initially available for award under the 2012 Plan was 600,000.  As of September 30, 2013, the number of shares of Common stock available for future award grants to employees and directors under the 2012 Plan is 578,050.

The 2006 Stock-Based Compensation Plan (the “2006 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 2006 Plan was 800,000. As of September 30, 2013, there are no shares of Common Stock available for future award grants to employees and directors under the 2006 Plan.

During 2006, the Company granted a total of 315,000 shares of Restricted Stock to officers, directors and employees. Included in this grant were 200,000 Restricted Shares granted to the Company’s CEO in accordance with his employment agreement. These 200,000 Restricted Shares vest over 40 equal quarterly installments. The remaining grants of Restricted Stock vest over 20 equal quarterly installments.

During 2007, the Company granted a total of 30,000 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest over 20 equal quarterly installments. In 2007, a total of 12,500 shares of Restricted Stock were forfeited as a result of employees and officers terminating employment with the Company.

During 2008, the Company granted a total of 57,500 shares of Restricted Stock to officers and directors. These shares of Restricted Stock vest over 20 equal quarterly installments.  In 2008, a total of 3,500 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2009, the Company granted a total of 140,000 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest over 20 equal quarterly installments.

During 2010, the Company granted a total of 150,500 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest over 20 equal quarterly installments. In 2010, a total of 5,875 shares of Restricted Stock were forfeited as a result of employees and officers terminating employment with the Company.

During 2011, the Company granted a total of 15,000 shares of Restricted Stock to employees. These shares of Restricted Stock vest over 20 equal quarterly installments. In 2011, a total of 8,375 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2012, the Company granted a total of 92,000 shares of Restricted Stock to officers, directors, and employees. These shares of Restricted Stock vest over 20 equal quarterly installments. A total of 3,525 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2013, the Company granted a total of 56,500 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest over 20 equal quarterly installments except for 40,000 granted to an officer that vest over 16 equal quarterly installments. A total of 775 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

Activity during 2013 in options outstanding under the Company’s combined plans (i.e., the 2012 Plan, the 2006 Plan, the 1995 Non-Employee Director Plan and the 1995 Stock Option Plan) was as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value ($M)(1)
Outstanding at January 1, 2013	310,640		$	8.65
Granted in 2013	—		—
Canceled in 2013	—		—
Exercised in 2013	(25,000	)	$	8.03
Outstanding at September 30, 2013	285,640		$	8.71	0.8	$	1.2
Exercisable at September 30, 2013	285,640		$	8.71	0.8	$	1.2

(1) The intrinsic value of an option is calculated as the difference between the market value on the last trading day of the quarter (September 30, 2013) and the exercise price of the outstanding options. The market value as of September 30, 2013 was $12.95 per share represented by the closing price as reported by The NASDAQ Global Market on that day.

A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s the 2012 Plan and 2006 Plan as of September 30, 2013, and changes during the nine months then ended is as follows:

	Shares		Weighted Average Grant Date Fair Value
Nonvested shares at January 1, 2013	251,150		$	11.24
Granted in 2013	56,500		12.57
Vested in 2013	(80,350	)	10.32
Forfeited in 2013	(775	)	9.77
Nonvested shares at September 30, 2013	226,525		$	11.73

As of September 30, 2013, there is approximately $2.7 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.1 years.

For the nine months ended September 30, 2013 and 2012, the Company recognized share-based compensation cost of $830,000 and $743,000 respectively, which is included in the Company’s general and administrative expense.

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Credit Facility

9 Months Ended

Sep. 30, 2013

Credit Facility

Credit Facility

8. On January 4, 2013, Wayside Technology Group, Inc. (“Wayside”), and certain of its wholly-owned subsidiaries (collectively, the “Company”), entered into a $10,000,000 revolving credit facility (the “Credit Facility”) with Citibank, N.A. (“Citibank”) pursuant to a Business Loan Agreement (the “Loan Agreement”), Promissory Note (the “Note”), Commercial Security Agreements (the “Security Agreements”) and Commercial Pledge Agreement (the “Pledge Agreement”).  The Credit Facility will be used for business and working capital purposes, including financing of larger extended payment terms sales transactions.  The Credit Facility matures on January 4, 2016, at which time the Company must pay this loan in one payment of any outstanding principal plus all accrued unpaid interest. In addition, the Company will pay regular monthly payments of all accrued unpaid interest.  The interest rate for any borrowings under the Credit Facility is subject to change from time to time based on the changes in an independent index which is the LIBOR Rate (the “Index”).  If the Index becomes unavailable during the term of this loan, Citibank may designate a substitute index after notifying the Company.  Interest on the unpaid principal balance of the Note will be calculated using a rate of 1.500 percentage points over the Index.  The Credit Facility is secured by the assets of the Company.

Among other affirmative covenants set forth in the Loan Agreement, the Company must maintain (i) a ratio of Total Liabilities to Tangible Net Worth (each as defined in the Loan Agreement) of not greater than 2.50 to 1.00, to be tested quarterly and (ii) a minimum Debt Service Coverage Ratio (as defined in the Loan Agreement) of 2.00 to 1.00.  Additionally, the Loan Agreement contains negative covenants related to, among other items, prohibitions against the creation of certain liens, engaging in any business activities substantially different than those currently engaged in by the Company, and paying dividends on Wayside’s stock other than (i) dividends payable in its stock and (ii) cash dividends in amounts and frequency consistent with past practice, without first securing the written consent of Citibank. The Company is in compliance with all covenants at September 30, 2013.

At September 30, 2013, the Company had no borrowings outstanding under the Credit Facility.  The Company had no interest expense related to the Credit Facility for the quarter ended September 30, 2013.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Measurements

Summary of the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets

			Fair Value Measurements at December 31, 2012 Using
Description	Balance at December 31, 2012		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Certificates of deposit	$	4,411	$	—	$	4,411	$	—

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Industry, Segment and Geographic Information

9 Months Ended

Sep. 30, 2013

Industry, Segment and Geographic Information

Industry, Segment and Geographic Information

13.               FASB ASC Topic 280, “Segment Reporting,” requires that public companies report profits and losses and certain other information on their “reportable operating segments” in their annual and interim financial statements. The internal organization used by the public company’s Chief Operating Decision Maker (CODM) to assess performance and allocate resources determines the basis for reportable operating segments. The Company’s CODM is the Chief Executive Officer.

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

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

Segment income is based on segment revenue less the respective segment’s cost of revenues as well as segment direct costs (including such items as payroll costs and payroll related costs, such as profit sharing, incentive awards and insurance) and excluding general and administrative expenses not attributed to an individual segment business unit. The Company only identifies accounts receivable and inventory by segment as shown below as “Selected Assets” by segment; it does not allocate its other assets, including capital expenditures by segment.

The following segment reporting information of the Company is provided (in thousands):

	Nine months ended				Three months ended
	September 30,				September 30,
	2013		2012		2013			2012
Revenue:
Lifeboat Distribution	$	171,949	$	158,838	$	56,871		$	55,989
TechXtend	38,588		52,772		13,591			19,545
	210,537		211,610		70,462			75,534
Gross Profit:
Lifeboat Distribution	$	12,129	$	11,336	$	3,846		$	3,707
TechXtend	4,414		5,519		1,419			1,991
	16,543		16,855		5,265			5,698
Direct Costs:
Lifeboat Distribution	$	3,445	$	3,310	$	1,095		$	1,071
TechXtend	2,390		2,547		735			866
	5,835		5,857		1,830			1,937
Segment Income:
Lifeboat Distribution	$	8,684	$	8,026	$	2,751		$	2,636
TechXtend	2,024		2,972		684			1,125
Segment Income	10,708		10,998		3,435			3,761
General and administrative	$	5,376	$	5,291	$	1,650		$	1,674
Interest, net	416		394		140			140
Foreign currency translation gain (loss)	10		13		(11		)	12
Income before taxes	$	5,758	$	6,114	$	1,914		$	2,239

	As of September 30, 2013
Selected Assets by Segment:
Lifeboat Distribution	$	27,343
TechXtend	31,791
Segment Select Assets	59,134
Corporate Assets	17,277
Total Assets	$	76,411

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Oct. 25, 2013
Document and Entity Information
Entity Registrant Name	Wayside Technology Group, Inc.
Entity Central Index Key	0000945983
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,667,097
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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Marketable securities (Tables)

9 Months Ended

Sep. 30, 2013

Marketable securities

Schedule of investments in available-for-sale securities

	Cost		Market value		Unrealized (loss)
Certificates of deposit	$	4,422	$	4,411	$	(11	)
Total Marketable securities	$	4,422	$	4,411	$	(11	)

Schedule of cost and market value of the company's investments determined by contractual maturity

			Estimated
	Cost		Fair Value
Due in one year or less	$	4,422	$	4,411