WAYSIDE TECHNOLOGY GROUP,INC. (NASDAQ:WSTG) Files An 8-K Changes in Registrant’s Certifying Accountant

ME Staff 8-k

6 years ago

WAYSIDE TECHNOLOGY GROUP,INC. (NASDAQ:WSTG) Files An 8-K Changes in Registrant’s Certifying AccountantItem 4.01 Changes in Registrant’s Certifying Accountant

On July25, 2018, Wayside Technology Group,Inc. (the “Company”) upon the approval of the Audit Committee (the “Audit Committee”) of its Board of Directors, dismissed EisnerAmper LLP (“EisnerAmper”) as its independent registered public accounting firm and appointed BDO USA, LLP (“BDO”) as its new independent registered public accounting firm for the fiscal year ending December31, 2018.

The audit reports of EisnerAmper on the consolidated financial statements of the Company as of and for the fiscal years ended December31, 2017 and 2016 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December31, 2017 and 2016 and the interim period from January1, 2018 through July25, 2018, (i)the Company had no disagreements with EisnerAmper on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EisnerAmper, would have caused them to make reference to the subject matter of the disagreement(s)in connection with its reports on the financial statements for such years; and (ii)there were no “reportable events,” as that term is described in Item 304(a)(1)(v)of Regulation S-K, except as described herein. In PartI,Item 4 of the Company’s quarterly report on Form10-Q for the fiscal quarter ended March31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on May10, 2018 (the “First Quarter 2018 Form10-Q”), management of the Company reported on its evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules13a-15(e)and 15d-15(e)under the Securities Exchange Act of 1934) as of March31, 2018, the end of the period covered by the First Quarter 2018 Form10-Q. The First Quarter 2018 Form10-Q stated that, based on such evaluation, the Company’s then President, Chairman of the Board and Chief Executive Officer (principal executive officer), the Company’s Vice President and Chief Financial Officer (principal financial officer), and the Company’s Vice President and Chief Accounting Officer (principal accounting officer) concluded that the Company’s disclosure controls and procedures were not effective because of the material weaknesses in the Company’s internal control over financial reporting described in PartII,Item 9A of the Company’s Form10-K as of December31, 2017, which was filed with the SEC on March15, 2018 (the “2018 Form10-K”).

The material weaknesses as of December31, 2017 as reported in the 2018 Form10-K, and which were still applicable as of March31, 2018, relate to several deficiencies in the operating effectiveness of controls over: 1) the application of technical accounting guidance regarding earnings per share calculations which were reported and remediated in the third quarter of 2017, 2) classification of certain balance sheet accounts, 3) management review and monitoring of third-party service providers in regard to state income tax filing requirements and 4) lack of documented policies and procedures with respect to certain intercompany accounts with foreign entities, that in the aggregate constitute a material weakness in our internal controls over financial reporting. Because of the material weaknesses described in the 2018 Form10-K, the Company’s then President, Chairman of the Board and Chief Executive Officer (principal executive officer), the Company’s Vice President and Chief Financial Officer (principal financial officer), and the Company’s Vice President and Chief Accounting Officer (principal accounting officer) concluded that the Company did not maintain effective internal control over financial reporting as of December31, 2017, based on criteria in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

EisnerAmper discussed each of these matters with the Company’s management and the Audit Committee. The Company has authorized EisnerAmper to fully respond to the inquiries of BDO, the successor independent registered public accounting firm, concerning the subject matter of each reportable event referred to above.

During the fiscal years ended December31, 2017 and 2016 and the interim period from January1, 2018 through July25, 2018, neither the Company, nor anyone on its behalf, consulted BDO regarding either (i)the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might

be rendered on the financial statements of the Company and no written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii)any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv)of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v)of Regulation S-K).

The Company has provided EisnerAmper with a copy of the disclosures contained in this Current Report on Form8-K and has requested that EisnerAmper furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether EisnerAmper agrees with the statements made by the Company in this Current Report on Form8-K and, if not, stating the respects in which it does not agree. A copy of EisnerAmper’ s letter, dated July26, 2018, is filed as Exhibit16.1 to this Current Report on Form8-K

Item. 9.01 Exhibits

(d)The following exhibits are filed with this report:

ExhibitNumber	Description
16.1	Letter from EisnerAmper LLP, dated July26 2018.

Wayside Technology Group, Inc. ExhibitEX-16.1 2 a18-17776_1ex16d1.htm EX-16.1 Exhibit 16.1 EisnerAmper LLP 111 Wood Avenue South Iselin,…To view the full exhibit click here
About WAYSIDE TECHNOLOGY GROUP,INC. (NASDAQ:WSTG)
Wayside Technology Group, Inc. is an information technology (IT) channel company. The Company operates through two segments: Lifeboat Distribution and TechXtend. The Lifeboat Distribution segment distributes technical software to corporate resellers, value added resellers, consultants and systems integrators around the world. 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. It resells computer software and hardware developed by others and provides technical services directly to customers in the United States of and Canada. It offers a line of products from publishers of software and tools for virtualization/cloud computing, security, networking, storage and infrastructure management, application lifecycle management and other technical domains, as well as computer hardware. It distributes software developed by others through resellers.