Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document Document And Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'PFSWEB INC | ' |
Entity Central Index Key | '0001095315 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 16,731,122 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $23,753 | $22,418 |
Restricted cash | 169 | 130 |
Accounts receivable, net of allowance for doubtful accounts of $410 and $382 at March 31, 2014 and December 31, 2013, respectively | 46,098 | 55,292 |
Inventories, net of reserves of $947 and $962 at March 31, 2014 and December 31, 2013, respectively | 11,372 | 14,169 |
Other receivables | 5,481 | 5,241 |
Prepaid expenses and other current assets | 4,585 | 4,713 |
Total current assets | 91,458 | 101,963 |
PROPERTY AND EQUIPMENT, net | 26,379 | 27,190 |
OTHER ASSETS | 3,021 | 2,883 |
Total assets | 120,858 | 132,036 |
CURRENT LIABILITIES: | ' | ' |
Current portion of long-term debt and capital lease obligations | 8,579 | 8,231 |
Trade accounts payable | 27,472 | 34,096 |
Deferred revenue | 8,813 | 8,181 |
Accrued expenses | 21,525 | 25,045 |
Total current liabilities | 66,389 | 75,553 |
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion | 2,440 | 2,876 |
DEFERRED REVENUE | 6,948 | 7,491 |
DEFERRED RENT | 5,041 | 5,191 |
Total liabilities | 80,818 | 91,111 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
SHAREHOLDERS’ EQUITY: | ' | ' |
Preferred stock, $1.00 par value; 1,000,000 shares authorized; none issued or outstanding | ' | ' |
Common stock, $0.001 par value; 35,000,000 shares authorized; 16,653,008 and 16,540,904 shares issued at March 31, 2014 and December 31, 2013, respectively; and 16,619,541 and 16,507,437 outstanding at March 31, 2014 and December 31, 2013, respectively | 17 | 17 |
Additional paid-in capital | 125,505 | 124,522 |
Accumulated deficit | -87,110 | -85,300 |
Accumulated other comprehensive income | 1,753 | 1,811 |
Treasury stock at cost, 33,467 shares | -125 | -125 |
Total shareholders’ equity | 40,040 | 40,925 |
Total liabilities and shareholders’ equity | $120,858 | $132,036 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Consolidated Balance Sheets Parenthetical [Line Items] | ' | ' |
Allowance for doubtful accounts | $410 | $382 |
Inventories reserves | $947 | $962 |
Preferred stock, par value | $1 | $1 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 16,653,008 | 16,540,904 |
Common stock, shares outstanding | 16,619,541 | 16,507,437 |
Treasury stock, shares | 33,467 | 33,467 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
REVENUES: | ' | ' |
Product revenue, net | $21,722 | $25,267 |
Service fee revenue | 27,598 | 28,217 |
Pass-through revenue | 7,909 | 9,657 |
Total revenues | 57,229 | 63,141 |
COSTS OF REVENUES: | ' | ' |
Cost of product revenue | 20,516 | 23,515 |
Cost of service fee revenue | 19,220 | 19,258 |
Cost of pass-through revenue | 7,909 | 9,657 |
Total costs of revenues | 47,645 | 52,430 |
Gross profit | 9,584 | 10,711 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES, including stock based compensation expense of $794 and $303 in the three months ended March 31, 2014 and 2013, respectively | 11,022 | 12,801 |
Loss from operations | -1,438 | -2,090 |
INTEREST EXPENSE, net | 143 | 218 |
Loss from operations before income taxes | -1,581 | -2,308 |
INCOME TAX EXPENSE | 229 | 267 |
NET LOSS | -1,810 | -2,575 |
NET LOSS PER SHARE: | ' | ' |
Basic | ($0.11) | ($0.20) |
Diluted | ($0.11) | ($0.20) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ' | ' |
Basic | 16,522 | 12,786 |
Diluted | 16,522 | 12,786 |
COMPREHENSIVE LOSS: | ' | ' |
Net loss | -1,810 | -2,575 |
Foreign currency translation adjustment | -58 | -259 |
TOTAL COMPREHENSIVE LOSS | ($1,868) | ($2,834) |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Consolidated Statements Of Operations Parenthetical Unaudited [Line Items] | ' | ' |
Stock based compensation expense | $794 | $303 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($1,810) | ($2,575) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 2,890 | 2,408 |
Provision for doubtful accounts | 53 | 6 |
Provision for excess and obsolete inventory | 13 | -21 |
Deferred income taxes | 120 | -2 |
Stock based compensation expense | 794 | 303 |
Changes in operating assets and liabilities: | ' | ' |
Restricted cash | -7 | 74 |
Accounts receivable | 9,083 | 4,927 |
Inventories | 2,772 | 3,832 |
Prepaid expenses, other receivables and other assets | -382 | 77 |
Deferred rent | -47 | -149 |
Accounts payable, deferred revenue, accrued expenses and other liabilities | -10,485 | -10,543 |
Net cash provided by (used in) operating activities | 2,994 | -1,663 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -1,588 | -1,604 |
Net cash used in investing activities | -1,588 | -1,604 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net proceeds from issuance of common stock | 628 | 19 |
Increase in restricted cash | -32 | -153 |
Payments on capital lease obligations | -635 | -627 |
Proceeds from long-term debt, net | 28 | 2,486 |
Net cash provided by (used in) financing activities | -11 | 1,725 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | -60 | -133 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,335 | -1,675 |
CASH AND CASH EQUIVALENTS, beginning of period | 22,418 | 19,626 |
CASH AND CASH EQUIVALENTS, end of period | 23,753 | 17,951 |
Non-cash investing and financing activities: | ' | ' |
Property and equipment acquired under long-term debt and capital leases | $520 | $407 |
Overview_and_Basis_of_Presenta
Overview and Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Overview and Basis of Presentation | ' |
1. OVERVIEW AND BASIS OF PRESENTATION | |
PFSweb, Inc. and its subsidiaries are collectively referred to as the “Company;” “Supplies Distributors” refers to Supplies Distributors, Inc. and its subsidiaries; “Retail Connect” refers to PFSweb Retail Connect, Inc.; and “PFSweb” refers to PFSweb, Inc. and its subsidiaries and affiliates, excluding Supplies Distributors and Retail Connect. | |
PFSweb Overview | |
PFSweb is a global business process outsourcing provider of end-to-end eCommerce solutions to major brand name companies seeking to optimize their supply chain and to enhance their traditional and online business channels and initiatives in the United States, Canada, and Europe. PFSweb offers a broad range of service offerings that include website design, creation and integration, digital marketing, eCommerce technologies, order management, customer care, logistics and fulfillment, financial management and professional consulting. | |
Supplies Distributors Overview | |
Supplies Distributors and PFSweb operate under distributor agreements with Ricoh Company Limited and Ricoh Production Print Solutions, a strategic business unit within the Ricoh Family Group of Companies, (collectively hereafter referred to as “Ricoh”) under which Supplies Distributors acts as a distributor of various Ricoh products. Substantially all of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. | |
Supplies Distributors has obtained financing that allows it to fund the working capital requirements for the sale of primarily Ricoh products. Pursuant to the transaction management services agreements between PFSweb and Supplies Distributors, PFSweb provides to Supplies Distributors transaction management and fulfillment services, such as managed web hosting and maintenance, procurement support, web-enabled customer contact center services, customer relationship management, financial services including billing and collection services, information management, and international distribution services. Supplies Distributors does not have its own sales force and relies upon Ricoh’s sales force and product demand generation activities for its sale of Ricoh products. Supplies Distributors sells its products in the United States, Canada and Europe. | |
All of the agreements between PFSweb and Supplies Distributors were made in the context of a related party relationship and were negotiated in the overall context of PFSweb’s and Supplies Distributors’ arrangement with Ricoh. Although management believes the terms of these agreements are generally consistent with fair market values, there can be no assurance that the prices charged to or by each company under these arrangements are not higher or lower than the prices that may be charged by, or to, unaffiliated third parties for similar services. All of these transactions are eliminated upon consolidation. | |
Basis of Presentation | |
The interim consolidated financial statements as of March 31, 2014, and for the three months ended March 31, 2014 and 2013, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. In the opinion of management and subject to the foregoing, the unaudited interim consolidated financial statements of the Company include all adjustments necessary for a fair presentation of the Company’s financial position as of March 31, 2014, its results of operations for each of the three months ended March 31, 2014 and 2013 and its cash flows for each of the three months ended March 31, 2014 and 2013. Results of the Company’s operations for interim periods may not be indicative of results for the full fiscal year. | |
Certain prior period data on the income statement has been reclassified to conform to the current year presentation of product and service fee revenues, each of which was previously classified as a different component of revenue on the income statement. These reclassifications had no effect on previously reported net loss, total shareholders’ equity or net cash provided by operating activities. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Significant Accounting Policies | ' | |||||||
2. SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Principles of Consolidation | ||||||||
All intercompany balances and transactions have been eliminated in consolidation. | ||||||||
Use of Estimates | ||||||||
The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these consolidated financial statements also require management estimates and assumptions. | ||||||||
Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties are discussed in this report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 in the section entitled “Risk Factors.” Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s consolidated financial statements are fairly stated in accordance with U.S. GAAP, and provide a fair presentation of the Company’s financial position and results of operations. | ||||||||
Investment in Affiliates | ||||||||
Priority Fulfillment Services, Inc. (“PFS”), a wholly-owned subsidiary of PFSweb, Inc., has made advances to Supplies Distributors that are evidenced by a Subordinated Demand Note (the “Subordinated Note”). Under the terms of certain of the Company’s debt facilities, the outstanding balance of the Subordinated Note cannot be increased to more than $5.0 million or decreased to less than $2.5 million without prior approval of certain of the Company’s lenders. As of both March 31, 2014 and December 31, 2013, the outstanding balance of the Subordinated Note was $3.5 million. The Subordinated Note is eliminated in the Company’s consolidated financial statements. | ||||||||
PFS has also made advances to Retail Connect, which totaled $11.1 million at both March 31, 2014 and December 31, 2013. Certain terms of the Company’s debt facilities provide that the total advances to Retail Connect may not be less than $2.0 million without prior approval of Retail Connect’s lender, if needed. PFS has received the approval of its lender to advance incremental amounts to certain of its subsidiaries and/or affiliates, including Retail Connect, if needed, subject to certain financial covenants, as defined. PFSweb, Inc. has also advanced to Retail Connect an additional $8.5 million as of March 31, 2014 and December 31, 2013. As of March 31, 2014, PFSweb, Inc. has approximately $12.9 million available to be advanced to Retail Connect and/or other affiliates. All of these advances are eliminated upon consolidation. | ||||||||
Concentration of Business and Credit Risk | ||||||||
No service fee client or product revenue customer represented more than 10% of the Company’s consolidated total net revenues during the three months ended March 31, 2014 or the Company’s consolidated accounts receivable as of March 31, 2014. | ||||||||
A summary of the nonaffiliated customer and client concentrations is as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Product Revenue (as a percentage of total Product Revenue): | ||||||||
Customer 1 | 12 | % | 16 | % | ||||
Customer 2 | 12 | % | 13 | % | ||||
Service Fee Revenue (as a percentage of total Service Fee Revenue): | ||||||||
Client 1 | - | % | 17 | % | ||||
Accounts Receivable (as a percentage of consolidated Accounts Receivable): | ||||||||
Client 1 | - | % | 10 | % | ||||
The Company currently anticipates that its product revenue from the customers identified above will decline during the next twelve months and the contractual relationship with Client 1 ended during 2013. | ||||||||
The Company has provided certain collateralized guarantees of its subsidiaries’ financings and credit arrangements. These subsidiaries’ ability to obtain financing on similar terms would be significantly impacted without these guarantees. | ||||||||
The Company has multiple arrangements with International Business Machines Corporation (“IBM”) and Ricoh and is dependent upon the continuation of such arrangements. These arrangements, which are critical to the Company’s ongoing operations, include Supplies Distributors’ distributor agreements and certain of Supplies Distributors’ working capital financing agreements. Substantially all of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. Supplies Distributors also relies upon Ricoh’s sales force and product demand generation activities and the discontinuance of such services would have a material impact upon Supplies Distributors’ business. In addition, Supplies Distributors has product sales to IBM and Ricoh business affiliates. | ||||||||
As a result of certain operational restructuring of its business, Ricoh has implemented, and will continue to implement, certain changes in the sale and distribution of Ricoh products. The changes have resulted, and are expected to continue to result, in reduced revenues and profitability for Supplies Distributors. | ||||||||
Inventories | ||||||||
Inventories (all of which are finished goods) are stated at the lower of weighted average cost or market. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. | ||||||||
Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined. In the event PFS, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. | ||||||||
Operating Leases | ||||||||
The Company leases certain real estate for its warehouse, call center and corporate offices, as well as certain equipment, under non-cancelable operating leases that expire at various dates through 2024. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other similar leases. The Company recognizes escalating lease payments on a straight-line basis over the term of each respective lease with the difference between cash payments and rent expense recognized being recorded as deferred rent in the accompanying consolidated balance sheets. | ||||||||
Property and Equipment | ||||||||
The Company’s property held under capital leases totaled approximately $3.8 million and $4.0 million, net of accumulated amortization of approximately $4.7 million and $4.4 million, at March 31, 2014 and December 31, 2013, respectively. Depreciation and amortization expense related to capital leases during the three months ended March 31, 2014 and 2013 was $0.3 million and $0.4 million, respectively. | ||||||||
Income Taxes | ||||||||
The Company records a tax provision primarily associated with state income taxes, its European and Philippines operations and its Supplies Distributors Canadian operations. The Company has recorded a valuation allowance for the majority of its net deferred tax assets, which are primarily related to its net operating loss carryforwards and certain foreign deferred tax assets. | ||||||||
Cash Paid for Interest and Taxes | ||||||||
The Company made payments for interest of approximately $0.2 million in each of the three month periods ended March 31, 2014 and 2013. Income taxes of approximately $19,000 and $9,000 were paid by the Company during the three month periods ended March 31, 2014 and 2013, respectively. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2014 | |
Net Loss Per Common Share | ' |
3. NET LOSS PER COMMON SHARE | |
Basic and diluted net loss per common share are computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. Stock options not included in the calculation of diluted net loss per common share for the three months ended March 31, 2014, and 2013 were 1.8 million and 2.0 million, respectively, as the effect would be anti-dilutive. |
Stock_and_Stock_Options
Stock and Stock Options | 3 Months Ended |
Mar. 31, 2014 | |
Stock and Stock Options | ' |
4. STOCK AND STOCK OPTIONS | |
In May 2013, the Company completed a private placement pursuant to which the Company sold an aggregate of 3.2 million shares of common stock, par value $0.001 per share, at $4.57 per share, resulting in net proceeds, after deducting offering expenses, of approximately $14.1 million. | |
In May 2013, pursuant to the Company’s Employee Stock and Incentive Plan, as amended and restated (the “Plan”), the Company issued Performance-Based Share Awards (as defined in the Plan) to certain of the Company’s executives. Under the terms of such awards, the determination of the number of performance shares that each such individual received was subject to, and calculated by reference to, the achievement by the Company of a goal measured by a range of targeted financial performance, as defined, for 2013. Based on the 2013 results, the aggregate number of performance shares issued was 0.6 million. The performance shares are subject to four year vesting based upon continued employment and the comparative performance (on an annual and cumulative basis) of the Company’s common stock on NASDAQ compared to the Russell Micro Cap Index. | |
On March 31, 2014, the Company issued additional Performance Shares Awards to certain of the Company’s executives. Under the terms of the 2014 awards, the number of performance shares that each such individual may receive is subject to, and calculated by reference to, the achievement by the Company of a performance goal measured by a range of targeted financial performance, as defined, for 2014. The aggregate maximum number of performance shares that may be issued under the 2014 award program is 0.3 million, which are subject to four year vesting based upon continued employment, and for certain of the performance shares the comparative performance (on an annual and cumulative basis) of the Company’s common stock on NASDAQ compared to the Russell Micro Cap Index. | |
During the three months ended March 31, 2014 the Company issued an aggregate of 95,000 options to purchase shares of common stock to directors and employees of the Company, which vest over a three-year period. | |
Total stock-based compensation expense was $0.8 million and $0.3 million for the three months ended March 31, 2014 and 2013, respectively, and was included as a component of selling, general and administrative expenses in the consolidated statements of operations. | |
Vendor_Financing
Vendor Financing | 3 Months Ended |
Mar. 31, 2014 | |
Vendor Financing | ' |
5. VENDOR FINANCING | |
Supplies Distributors has a short-term credit facility with IBM Credit LLC to finance its distribution of Ricoh products in the United States, providing financing for eligible Ricoh inventory and certain receivables up to $15.0 million. The agreement has no stated maturity date and provides either party the ability to exit the facility following a 90-day notice. Given the structure of this facility and as outstanding balances, which represent inventory purchases, are repaid within twelve months, the Company has classified the outstanding amounts under this facility, which were $8.9 million and $9.8 million as of March 31, 2014 and December 31, 2013, respectively, as accounts payable in the consolidated balance sheets. As of March 31, 2014, Supplies Distributors had $1.3 million of available credit under this facility. The credit facility contains cross default provisions, various restrictions upon the ability of Supplies Distributors to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans and payments to related parties (including entities directly or indirectly owned by PFSweb, Inc.), provide guarantees, make investments and loans, pledge assets, make changes to capital stock ownership structure and pay dividends. The credit facility also contains financial covenants, such as annualized revenue to working capital, net profit after tax to revenue, and total liabilities to tangible net worth, as defined, and is secured by certain of the assets of Supplies Distributors, as well as a collateralized guaranty of PFSweb. Additionally, PFS is required to maintain a minimum Subordinated Note receivable balance from Supplies Distributors of $2.5 million and the Company is required to maintain a minimum shareholders’ equity of $18.0 million. Borrowings under the credit facility accrue interest, after a defined free financing period, at prime rate plus 0.5% (3.75% as of March 31, 2014). The facility also includes a monthly service fee. |
Debt_and_Capital_Lease_Obligat
Debt and Capital Lease Obligations | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt and Capital Lease Obligations | ' | |||||||
6. DEBT AND CAPITAL LEASE OBLIGATIONS; | ||||||||
Outstanding debt and capital lease obligations consist of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Loan and security agreements | ||||||||
Supplies Distributors | $ | 4,387 | $ | 3,776 | ||||
PFS | 1,197 | 1,473 | ||||||
Master lease agreements | 4,714 | 4,973 | ||||||
Other | 721 | 885 | ||||||
Total | 11,019 | 11,107 | ||||||
Less current portion of long-term debt | 8,579 | 8,231 | ||||||
Long-term debt, less current portion | $ | 2,440 | $ | 2,876 | ||||
Loan and Security Agreement – Supplies Distributors | ||||||||
Supplies Distributors has a loan and security agreement with Wells Fargo Bank, National Association (“Wells Fargo”) to provide financing for up to $12 million of eligible accounts receivable in the United States and Canada. As of March 31, 2014, Supplies Distributors had $1.8 million of available credit under this agreement. The Wells Fargo facility expires on the earlier of March 2016 or the date on which the parties to the Ricoh distributor agreement no longer operate under the terms of such agreement and/or Ricoh no longer supplies products pursuant to such agreement. Borrowings under the Wells Fargo facility accrue interest at prime rate plus 0.25% to 0.75% (3.75% as of March 31, 2014) or Eurodollar rate plus 2.5% to 3.0%, dependent on excess availability and subject to a minimum of 3.0%, as defined. The interest rate as of March 31, 2014 was 3.75% for $3.4 million of outstanding borrowings and 3.0% for $1.0 million of outstanding borrowings. As of December 31, 2013, the interest rate was 3.75% for the outstanding borrowings. This agreement includes a monthly service fee and contains cross default provisions, various restrictions upon the ability of Supplies Distributors to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans and payments to related parties (including entities directly or indirectly owned by PFSweb, Inc.), provide guarantees, make investments and loans, pledge assets, make changes to capital stock ownership structure and pay dividends. This agreement also contains financial covenants, such as minimum net worth, as defined, and is secured by all of the assets of Supplies Distributors, as well as a collateralized guaranty of PFSweb. Additionally, PFS is required to maintain a Subordinated Note receivable balance from Supplies Distributors of no less than $2.5 million, may not maintain restricted cash of more than $5.0 million and is restricted with regard to transactions with related parties, indebtedness and changes to capital stock ownership structure. Supplies Distributors has entered into blocked account agreements with its banks and Wells Fargo pursuant to which a security interest was granted to Wells Fargo for all U.S. and Canadian customer remittances received in specified bank accounts. | ||||||||
Loan and Security Agreement – PFS | ||||||||
PFS has a Loan and Security Agreement (“Comerica Agreement”) with Comerica Bank (“Comerica”). The Comerica Agreement provides for up to $20.0 million ($17.0 million during certain non-peak months) of eligible accounts receivable financing (“Working Capital Advances”) through March 2016. The Comerica Agreement also provides for up to $2.0 million of eligible equipment advances (“Equipment Advances”) through March 2015, with a final maturity date of September 15, 2017. As of March 31, 2014, PFS had $16.1 million of available credit under the Working Capital Advance portion of this facility and $2.0 million available for Equipment Advances. Effective March 31, 2014, borrowings under the Working Capital Advance portion of the Comerica Agreement accrue interest at prime rate plus 1% (4.25% at March 31, 2014) while the Equipment Advances accrue interest at prime rate plus 1.5% (4.75% at March 31, 2014). The Comerica Agreement includes a monthly service fee and contains cross default provisions and various restrictions upon PFS’ ability to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans and payments to related parties (including entities directly or indirectly owned by PFSweb, Inc.), make capital expenditures, make investments and loans, pledge assets, make changes to capital stock ownership structure, as well as financial covenants of a minimum tangible net worth of $20 million, as defined, a minimum earnings before interest and taxes, plus depreciation, amortization and non-cash compensation accruals, if any, as defined, and a minimum liquidity ratio, as defined. The Comerica Agreement restricts the amount of the Subordinated Note receivable from Supplies Distributors to a maximum of $5.0 million. Comerica has provided approval for PFS to advance incremental amounts subject to certain financial covenants, as defined, to certain of its subsidiaries and/or affiliates, if needed. The Comerica Agreement is secured by all of the assets of PFS, as well as a guarantee of PFSweb, Inc. | ||||||||
Factoring Agreement | ||||||||
Supplies Distributors’ European subsidiary has a factoring agreement with BNP Paribas Fortis Factor that provides factoring for up to 7.5 million euros (approximately $10.3 million as of March 31, 2014) of eligible accounts receivable through March 2015. This factoring agreement is accounted for as a secured borrowing. As of March 31, 2014, Supplies Distributors’ European subsidiary had approximately 0.7 million euros (approximately $1.0 million) of available credit under this agreement. Borrowings accrue interest at Euribor plus 0.7% (0.9% at March 31, 2014). | ||||||||
Credit Facility – Retail Connect | ||||||||
Retail Connect has an asset-based line of credit facility of up to $2.0 million from Wells Fargo, through May 2014, which is collateralized by substantially all of Retail Connect’s assets. Borrowings under the facility are limited to a percentage of eligible accounts receivable and inventory, up to a specified amount. Outstanding borrowings under the facility bear interest at prime rate plus 1% or Eurodollar rate plus 3.5%. There were no outstanding borrowings and no available credit under this facility as of March 31, 2014. In connection with the line of credit, Retail Connect entered into a cash management arrangement whereby Retail Connect’s operating accounts are considered restricted and swept and used to repay outstanding amounts under the line of credit, if any. The credit facility restricts Retail Connect’s ability to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans, investments and payments to subsidiaries, affiliates and related parties (including entities directly or indirectly owned by PFSweb, Inc.), make investments and loans, pledge assets, make changes to capital stock ownership structure, and requires a minimum tangible net worth for Retail Connect of $0 million, as defined. PFSweb has guaranteed all current and future obligations of Retail Connect under this line of credit. Based on current borrowing needs, the Company does not anticipate renewing this credit facility when it expires. | ||||||||
Debt Covenants | ||||||||
To the extent the Company or any of its subsidiaries fail to comply with its covenants applicable to its debt or vendor financing obligations, including the monthly financial covenant requirements, such as profitability and cash flow, and required level of shareholders’ equity or net worth (as defined), the Company would be required to obtain a waiver from the lender or the lender would be entitled to accelerate the repayment of any outstanding credit facility obligations, and exercise all other rights and remedies, including sale of collateral and enforcement of payment under the Company parent guarantee. Any acceleration of the repayment of the credit facilities may have a material adverse impact on the Company’s financial condition and results of operations and no assurance can be given that the Company would have the financial ability to repay all of such obligations. As of March 31, 2014, the Company was in compliance with all debt covenants. | ||||||||
Master Lease Agreements | ||||||||
The Company has various agreements that provide for leasing or financing transactions of equipment and other assets and will continue to enter into such arrangements as needed to finance the purchasing or leasing of certain equipment or other assets. Borrowings under these agreements, which generally have terms of three to five years, are generally secured by the related equipment, and in certain cases, by a Company parent guarantee. |
Segment_Information
Segment Information | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Information | ' | |||||||
7. SEGMENT INFORMATION | ||||||||
The Company is currently organized into two primary operating segments, which generally align with the corporate organization structure. In the first segment, PFSweb is an international provider of various business process outsourcing solutions and operates as a service fee business. In the second operating segment (“Business and Retail Connect”), subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. In this segment, the Company generally recognizes product revenue. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Revenues (in thousands): | ||||||||
PFSweb | $ | 35,752 | $ | 38,453 | ||||
Business and Retail Connect | 25,782 | 27,405 | ||||||
Eliminations | (4,305 | ) | (2,717 | ) | ||||
$ | 57,229 | $ | 63,141 | |||||
Income (loss) from operations (in thousands): | ||||||||
PFSweb | $ | (1,853 | ) | $ | (2,547 | ) | ||
Business and Retail Connect | 415 | 457 | ||||||
$ | (1,438 | ) | $ | (2,090 | ) | |||
Depreciation and amortization (in thousands): | ||||||||
PFSweb | $ | 2,847 | $ | 2,369 | ||||
Business and Retail Connect | 43 | 39 | ||||||
$ | 2,890 | $ | 2,408 | |||||
Capital expenditures (in thousands): | ||||||||
PFSweb | $ | 1,581 | $ | 1,588 | ||||
Business and Retail Connect | 7 | 16 | ||||||
$ | 1,588 | $ | 1,604 | |||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Assets (in thousands): | ||||||||
PFSweb | $ | 90,849 | $ | 98,745 | ||||
Business and Retail Connect | 42,212 | 47,116 | ||||||
Eliminations | (12,203 | ) | (13,825 | ) | ||||
$ | 120,858 | $ | 132,036 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies | ' |
8. COMMITMENTS AND CONTINGENCIES | |
The Company received municipal tax abatements in certain locations. In prior years, the Company received notice from a municipality that it did not satisfy certain criteria necessary to maintain the abatements and that the municipal authority planned to make an adjustment to the Company’s tax abatement. The Company disputed the adjustment and such dispute has been settled with the municipality. However, the amount of additional property taxes to be assessed against the Company and the timing of the related payments has not been finalized. As of March 31, 2014, the Company believes it has adequately accrued for the expected assessment. | |
In April 2010, a sales employee of eCOST (the former name of Retail Connect) was charged with violating various federal criminal statutes in connection with the sales of eCOST products to certain customers, and approximately $620,000 held in an eCOST deposit account was seized and turned over to the Office of the U.S. Attorney in connection with such activity. In August 2012, the employee pleaded guilty to a misdemeanor. Neither the Company nor eCOST have been charged with any criminal activity, and the Company is seeking the recovery of the funds that are currently classified as other receivables on the March 31, 2014 financial statements. Based on the information available to date, the Company is unable to determine the amount of the loss, if any, relating to the seizure of such funds. No assurance can be given, however, that the seizure of such funds, or the inability of the Company to recover such funds or any significant portion thereof, or any costs and expenses incurred by the Company in connection with this matter will not have a material adverse effect upon the Company’s financial condition or results of operations. | |
The Company is subject to claims in the ordinary course of business, including claims of alleged infringement by the Company or its subsidiaries of the patents, trademarks and other intellectual property rights of third parties. In addition, PFS is generally required to indemnify its service fee clients against any third party claims asserted against such clients alleging infringement by PFS of the patents, trademarks and other intellectual property rights of third parties. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Principles of Consolidation | ' | |||||||
Principles of Consolidation | ||||||||
All intercompany balances and transactions have been eliminated in consolidation. | ||||||||
Use of Estimates | ' | |||||||
Use of Estimates | ||||||||
The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these consolidated financial statements also require management estimates and assumptions. | ||||||||
Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties are discussed in this report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 in the section entitled “Risk Factors.” Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s consolidated financial statements are fairly stated in accordance with U.S. GAAP, and provide a fair presentation of the Company’s financial position and results of operations. | ||||||||
Investment in Affiliates | ' | |||||||
Investment in Affiliates | ||||||||
Priority Fulfillment Services, Inc. (“PFS”), a wholly-owned subsidiary of PFSweb, Inc., has made advances to Supplies Distributors that are evidenced by a Subordinated Demand Note (the “Subordinated Note”). Under the terms of certain of the Company’s debt facilities, the outstanding balance of the Subordinated Note cannot be increased to more than $5.0 million or decreased to less than $2.5 million without prior approval of certain of the Company’s lenders. As of both March 31, 2014 and December 31, 2013, the outstanding balance of the Subordinated Note was $3.5 million. The Subordinated Note is eliminated in the Company’s consolidated financial statements. | ||||||||
PFS has also made advances to Retail Connect, which totaled $11.1 million at both March 31, 2014 and December 31, 2013. Certain terms of the Company’s debt facilities provide that the total advances to Retail Connect may not be less than $2.0 million without prior approval of Retail Connect’s lender, if needed. PFS has received the approval of its lender to advance incremental amounts to certain of its subsidiaries and/or affiliates, including Retail Connect, if needed, subject to certain financial covenants, as defined. PFSweb, Inc. has also advanced to Retail Connect an additional $8.5 million as of March 31, 2014 and December 31, 2013. As of March 31, 2014, PFSweb, Inc. has approximately $12.9 million available to be advanced to Retail Connect and/or other affiliates. All of these advances are eliminated upon consolidation. | ||||||||
Concentration of Business and Credit Risk | ' | |||||||
Concentration of Business and Credit Risk | ||||||||
No service fee client or product revenue customer represented more than 10% of the Company’s consolidated total net revenues during the three months ended March 31, 2014 or the Company’s consolidated accounts receivable as of March 31, 2014. | ||||||||
A summary of the nonaffiliated customer and client concentrations is as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Product Revenue (as a percentage of total Product Revenue): | ||||||||
Customer 1 | 12 | % | 16 | % | ||||
Customer 2 | 12 | % | 13 | % | ||||
Service Fee Revenue (as a percentage of total Service Fee Revenue): | ||||||||
Client 1 | - | % | 17 | % | ||||
Accounts Receivable (as a percentage of consolidated Accounts Receivable): | ||||||||
Client 1 | - | % | 10 | % | ||||
The Company currently anticipates that its product revenue from the customers identified above will decline during the next twelve months and the contractual relationship with Client 1 ended during 2013. | ||||||||
The Company has provided certain collateralized guarantees of its subsidiaries’ financings and credit arrangements. These subsidiaries’ ability to obtain financing on similar terms would be significantly impacted without these guarantees. | ||||||||
The Company has multiple arrangements with International Business Machines Corporation (“IBM”) and Ricoh and is dependent upon the continuation of such arrangements. These arrangements, which are critical to the Company’s ongoing operations, include Supplies Distributors’ distributor agreements and certain of Supplies Distributors’ working capital financing agreements. Substantially all of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. Supplies Distributors also relies upon Ricoh’s sales force and product demand generation activities and the discontinuance of such services would have a material impact upon Supplies Distributors’ business. In addition, Supplies Distributors has product sales to IBM and Ricoh business affiliates. | ||||||||
As a result of certain operational restructuring of its business, Ricoh has implemented, and will continue to implement, certain changes in the sale and distribution of Ricoh products. The changes have resulted, and are expected to continue to result, in reduced revenues and profitability for Supplies Distributors. | ||||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories (all of which are finished goods) are stated at the lower of weighted average cost or market. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. | ||||||||
Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined. In the event PFS, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. | ||||||||
Operating Leases | ' | |||||||
Operating Leases | ||||||||
The Company leases certain real estate for its warehouse, call center and corporate offices, as well as certain equipment, under non-cancelable operating leases that expire at various dates through 2024. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other similar leases. The Company recognizes escalating lease payments on a straight-line basis over the term of each respective lease with the difference between cash payments and rent expense recognized being recorded as deferred rent in the accompanying consolidated balance sheets. | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
The Company’s property held under capital leases totaled approximately $3.8 million and $4.0 million, net of accumulated amortization of approximately $4.7 million and $4.4 million, at March 31, 2014 and December 31, 2013, respectively. Depreciation and amortization expense related to capital leases during the three months ended March 31, 2014 and 2013 was $0.3 million and $0.4 million, respectively. | ||||||||
Income Taxes | ' | |||||||
Income Taxes | ||||||||
The Company records a tax provision primarily associated with state income taxes, its European and Philippines operations and its Supplies Distributors Canadian operations. The Company has recorded a valuation allowance for the majority of its net deferred tax assets, which are primarily related to its net operating loss carryforwards and certain foreign deferred tax assets. | ||||||||
Cash Paid for Interest and Taxes | ' | |||||||
Cash Paid for Interest and Taxes | ||||||||
The Company made payments for interest of approximately $0.2 million in each of the three month periods ended March 31, 2014 and 2013. Income taxes of approximately $19,000 and $9,000 were paid by the Company during the three month periods ended March 31, 2014 and 2013, respectively. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Summary of Non-affiliated Customer and Client Concentrations | ' | |||||||
A summary of the nonaffiliated customer and client concentrations is as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Product Revenue (as a percentage of total Product Revenue): | ||||||||
Customer 1 | 12 | % | 16 | % | ||||
Customer 2 | 12 | % | 13 | % | ||||
Service Fee Revenue (as a percentage of total Service Fee Revenue): | ||||||||
Client 1 | - | % | 17 | % | ||||
Accounts Receivable (as a percentage of consolidated Accounts Receivable): | ||||||||
Client 1 | - | % | 10 | % | ||||
Debt_and_Capital_Lease_Obligat1
Debt and Capital Lease Obligations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Summary of Outstanding Debt and Capital Lease Obligations | ' | |||||||
Outstanding debt and capital lease obligations consist of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Loan and security agreements | ||||||||
Supplies Distributors | $ | 4,387 | $ | 3,776 | ||||
PFS | 1,197 | 1,473 | ||||||
Master lease agreements | 4,714 | 4,973 | ||||||
Other | 721 | 885 | ||||||
Total | 11,019 | 11,107 | ||||||
Less current portion of long-term debt | 8,579 | 8,231 | ||||||
Long-term debt, less current portion | $ | 2,440 | $ | 2,876 | ||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Summary of Product Revenue by Segments | ' | |||||||
The Company is currently organized into two primary operating segments, which generally align with the corporate organization structure. In the first segment, PFSweb is an international provider of various business process outsourcing solutions and operates as a service fee business. In the second operating segment (“Business and Retail Connect”), subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. In this segment, the Company generally recognizes product revenue. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Revenues (in thousands): | ||||||||
PFSweb | $ | 35,752 | $ | 38,453 | ||||
Business and Retail Connect | 25,782 | 27,405 | ||||||
Eliminations | (4,305 | ) | (2,717 | ) | ||||
$ | 57,229 | $ | 63,141 | |||||
Income (loss) from operations (in thousands): | ||||||||
PFSweb | $ | (1,853 | ) | $ | (2,547 | ) | ||
Business and Retail Connect | 415 | 457 | ||||||
$ | (1,438 | ) | $ | (2,090 | ) | |||
Depreciation and amortization (in thousands): | ||||||||
PFSweb | $ | 2,847 | $ | 2,369 | ||||
Business and Retail Connect | 43 | 39 | ||||||
$ | 2,890 | $ | 2,408 | |||||
Capital expenditures (in thousands): | ||||||||
PFSweb | $ | 1,581 | $ | 1,588 | ||||
Business and Retail Connect | 7 | 16 | ||||||
$ | 1,588 | $ | 1,604 | |||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Assets (in thousands): | ||||||||
PFSweb | $ | 90,849 | $ | 98,745 | ||||
Business and Retail Connect | 42,212 | 47,116 | ||||||
Eliminations | (12,203 | ) | (13,825 | ) | ||||
$ | 120,858 | $ | 132,036 | |||||
Significant_Accounting_Policie3
Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' |
Subordinated note outstanding | $3,500,000 | ' | $3,500,000 |
Minimum percentage of revenue accounted for major customers | 10.00% | ' | ' |
Customer having greater than specified percentage of accounts receivable exceeding | 10.00% | ' | ' |
Capital leases | 3,800,000 | ' | 4,000,000 |
Significant Accounting Policies (Additional Textual) [Abstract] | ' | ' | ' |
Approximated advances to other subsidiaries | 12,900,000 | ' | ' |
Accumulated amortization | 4,700,000 | ' | 4,400,000 |
Depreciation and amortization related to capital leases | 300,000 | 400,000 | ' |
Payments for interest | 200,000 | 200,000 | ' |
Income taxes | 19,000,000,000 | 9,000 | ' |
Maximum life of current operating leases | 'expire at various dates through 2024 | ' | ' |
Service fee activity | ' | ' | ' |
Significant Accounting Policies (Additional Textual) [Abstract] | ' | ' | ' |
Contractual relationship end date | '2013 | ' | ' |
PFS | ' | ' | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' |
Advances to retail connect | 11,100,000 | ' | 11,100,000 |
PFSweb | ' | ' | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' |
Advances to retail connect | 8,500,000 | ' | 8,500,000 |
Maximum | ' | ' | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' |
Subordinated note outstanding | 5,000,000 | ' | ' |
Advances to retail connect | 2,000,000 | ' | ' |
Minimum | ' | ' | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' |
Subordinated note outstanding | $2,500,000 | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Product Revenue | Customer 1 | ' | ' |
Summary of nonaffiliated customer and client concentrations | ' | ' |
Nonaffiliated customer and client concentrations, percentage | 12.00% | 16.00% |
Product Revenue | Customer 2 | ' | ' |
Summary of nonaffiliated customer and client concentrations | ' | ' |
Nonaffiliated customer and client concentrations, percentage | 12.00% | 13.00% |
Service Fee Revenue | Client 1 | ' | ' |
Summary of nonaffiliated customer and client concentrations | ' | ' |
Nonaffiliated customer and client concentrations, percentage | ' | 17.00% |
Accounts Receivable | Client 1 | ' | ' |
Summary of nonaffiliated customer and client concentrations | ' | ' |
Nonaffiliated customer and client concentrations, percentage | ' | 10.00% |
Net_Loss_Per_Common_Share_Deta
Net Loss Per Common Share (Details) (Stock Option) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Stock Option | ' | ' |
Net Loss Per Common Share (Textual) [Abstract] | ' | ' |
Anti-dilutive stock options diluted net loss per share | 1.8 | 2 |
Stock_and_Stock_Options_Detail
Stock and Stock Options (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | 31-May-13 | Mar. 31, 2014 |
Stock Incentive Plan | Common Stock | 2014 award program | ||||
Performance Shares | Stock Incentive Plan | |||||
Performance Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Issuance of common stock, Shares | ' | ' | ' | ' | 3,200,000 | ' |
Common stock, par value | $0.00 | ' | $0.00 | ' | $0.00 | ' |
Share price of common stock sold | ' | ' | ' | ' | $4.57 | ' |
Net proceeds from issuance of common stock | $628 | $19 | ' | ' | $14,100 | ' |
Share awards, maximum number of shares that may be issued | ' | ' | ' | 600,000 | ' | 300,000 |
Stock options and stock option plans vesting terms period | ' | ' | ' | '4 years | ' | '4 years |
Stock options issued | 95,000 | ' | ' | ' | ' | ' |
Stock based compensation expense | $794 | $303 | ' | ' | ' | ' |
Vendor_Financing_Details_Textu
Vendor Financing (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Subordinated note outstanding | $3.50 | $3.50 |
Supplies Distributors | ' | ' |
Vendor Financing (Textual) [Abstract] | ' | ' |
Interest rate on outstanding borrowings | 3.00% | ' |
United States | IBM Credit LLC | Supplies Distributors | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Maximum financing receivable capacity through agreement thereafter | 15 | ' |
Notice period time to exit from the agreement | '90 days | ' |
Outstanding amount of inventory purchases repaid with in twelve months | 8.9 | 9.8 |
Available credit | 1.3 | ' |
Subordinated note outstanding | 2.5 | ' |
Minimum shareholders' equity required to maintain | $18 | ' |
Credit facility accrue interest, prime rate plus | 0.50% | ' |
Vendor Financing (Textual) [Abstract] | ' | ' |
Interest rate on outstanding borrowings | 3.75% | ' |
Debt_and_Capital_Lease_Obligat2
Debt and Capital Lease Obligations (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Line Of Credit Facility [Line Items] | ' | ' |
Debt and capital lease obligation | $11,019 | $11,107 |
Less current portion of long-term debt | 8,579 | 8,231 |
Long-term debt, less current portion | 2,440 | 2,876 |
Supplies Distributors | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Debt and capital lease obligation | 4,387 | 3,776 |
PFS | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Debt and capital lease obligation | 1,197 | 1,473 |
Master Lease Agreements | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Debt and capital lease obligation | 4,714 | 4,973 |
Other | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Debt and capital lease obligation | $721 | $885 |
Debt_and_Capital_Lease_Obligat3
Debt and Capital Lease Obligations - Loan and Security Agreement - Supplies Distributors (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Subordinated note outstanding | $3.50 | 3.5 |
Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Maximum limit of loans and security agreement | 12 | ' |
Credit facility available under Loans and Security Agreement | 1.8 | ' |
Maturity date of Loan and Security Agreement | 1-Mar-16 | ' |
Interest rate on outstanding borrowings | 3.00% | ' |
Minimum | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Subordinated note outstanding | 2.5 | ' |
Minimum | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Subordinated note outstanding | 2.5 | ' |
Maximum | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Subordinated note outstanding | 5 | ' |
Maximum | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Maximum limit of restricted cash | 5 | ' |
Three Point Seven Five Percentage Interest Rate Debt Instrument | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Interest rate on outstanding borrowings | 3.75% | 3.75% |
Outstanding borrowing | 3.4 | ' |
Three Percentage Interest Rate Debt Instrument | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Interest rate on outstanding borrowings | 3.00% | ' |
Outstanding borrowing | $1 | ' |
Prime Rate | Minimum | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Loans and security agreement interest | 0.25% | ' |
Prime Rate | Maximum | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Loans and security agreement interest | 0.75% | ' |
Eurodollar | Minimum | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Loans and security agreement interest | 2.50% | ' |
Eurodollar | Maximum | Supplies Distributors | ' | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' |
Loans and security agreement interest | 3.00% | ' |
Debt_and_Capital_Lease_Obligat4
Debt and Capital Lease Obligations - Loan and Security Agreement - PFS (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
In Millions, unless otherwise specified | PFS | Working Capital Advances | Working Capital Non-seasonal Advances | Equipment Advances | Maximum | Maximum | ||
PFS | ||||||||
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum limit of working capital advances | ' | ' | ' | $20 | $17 | ' | ' | ' |
Working Capital Advances and Equipment Advances interest at prime rate plus, Spread on variable rate | ' | ' | ' | 1.00% | ' | 1.50% | ' | ' |
Working Capital Advances and Equipment Advances interest at prime rate plus, Stated percentage | ' | ' | ' | 4.25% | ' | 4.75% | ' | ' |
Maximum limit of loans and security agreement | ' | ' | ' | ' | ' | 2 | ' | ' |
Credit facility available under Loans and Security Agreement | ' | ' | ' | 16.1 | ' | 2 | ' | ' |
Tangible net worth | ' | ' | 20 | ' | ' | ' | ' | ' |
Outstanding borrowing | $3.50 | $3.50 | ' | ' | ' | ' | $5 | $5 |
Equipment Advances maturity date | ' | ' | ' | ' | ' | 15-Sep-17 | ' | ' |
Debt_and_Capital_Lease_Obligat5
Debt and Capital Lease Obligations - Factoring Agreement (Details Textual) (Bnp Paribas Fortis Factor) | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
In Millions, unless otherwise specified | USD ($) | EUR (€) | Euribor plus |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' | ' | ' |
Maximum limit of loans and security agreement | $10.30 | € 7.50 | ' |
Credit facility available under Loans and Security Agreement | $1 | € 0.70 | ' |
Factoring interest at Euribor plus | 0.90% | 0.90% | 0.70% |
Debt_and_Capital_Lease_Obligat6
Debt and Capital Lease Obligations - Credit Facility - Retail Connect (Details Textual) (Credit facility - Retail Connect, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' |
Amended limit of asset-based line of credit | $2 |
Outstanding borrowing | 0 |
Tangible net worth | 0 |
Available credit | $0 |
Prime Rate | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' |
Loans and security agreement interest | 1.00% |
Eurodollar | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' |
Loans and security agreement interest | 3.50% |
Debt_and_Capital_Lease_Obligat7
Debt and Capital Lease Obligations - Master Lease Agreements (Details Textual) (Master Lease Agreements) | 3 Months Ended |
Mar. 31, 2014 | |
Minimum | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' |
Loans and lease agreement term | '3 years |
Maximum | ' |
Debt and Capital Lease Obligation (Textual) [Abstract] | ' |
Loans and lease agreement term | '5 years |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Summary of product revenue by segments | ' | ' | ' |
Revenues | $57,229 | $63,141 | ' |
Income (loss) from operations | -1,438 | -2,090 | ' |
Depreciation and amortization | 2,890 | 2,408 | ' |
Capital expenditures | 1,588 | 1,604 | ' |
Assets | 120,858 | ' | 132,036 |
Operating Segments | PFSweb | ' | ' | ' |
Summary of product revenue by segments | ' | ' | ' |
Revenues | 35,752 | 38,453 | ' |
Income (loss) from operations | -1,853 | -2,547 | ' |
Depreciation and amortization | 2,847 | 2,369 | ' |
Capital expenditures | 1,581 | 1,588 | ' |
Assets | 90,849 | ' | 98,745 |
Operating Segments | Business and Retail Connect | ' | ' | ' |
Summary of product revenue by segments | ' | ' | ' |
Revenues | 25,782 | 27,405 | ' |
Income (loss) from operations | 415 | 457 | ' |
Depreciation and amortization | 43 | 39 | ' |
Capital expenditures | 7 | 16 | ' |
Assets | 42,212 | ' | 47,116 |
Eliminations | ' | ' | ' |
Summary of product revenue by segments | ' | ' | ' |
Revenues | -4,305 | -2,717 | ' |
Assets | ($12,203) | ' | ($13,825) |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | Apr. 30, 2010 |
Commitments and Contingencies (Textual) [Abstract] | ' |
eCOST deposit account | $620,000 |