Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 11, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | PFSWEB INC | ||
Entity Central Index Key | 1095315 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Accelerated Filer | ||
Entity Public Float | $107,165,218 | ||
Entity Common Stock, Shares Outstanding | 17,230,628 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $18,128 | $22,418 |
Restricted cash | 521 | 130 |
Accounts receivable, net of allowance for doubtful accounts of $447 and $382 at December 31, 2014 and December 31, 2013, respectively | 59,126 | 55,292 |
Inventories, net of reserves of $768 and $962 at December 31, 2014 and December 31, 2013, respectively | 10,534 | 14,169 |
Other receivables | 5,638 | 5,241 |
Prepaid expenses and other current assets | 7,103 | 4,713 |
Total current assets | 101,050 | 101,963 |
PROPERTY AND EQUIPMENT, net | 26,604 | 27,190 |
IDENTIFIABLE INTANGIBLES, net | 2,170 | |
GOODWILL | 8,366 | |
OTHER ASSETS | 2,556 | 2,883 |
Total assets | 140,746 | 132,036 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt and capital lease obligations | 6,850 | 8,231 |
Trade accounts payable | 38,842 | 34,096 |
Deferred revenue | 9,098 | 8,181 |
Accrued expenses | 28,473 | 25,045 |
Total current liabilities | 83,263 | 75,553 |
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion | 4,062 | 2,876 |
DEFERRED REVENUE | 5,355 | 7,491 |
DEFERRED RENT | 4,870 | 5,191 |
OTHER LIABILITIES | 3,091 | |
Total liabilities | 100,641 | 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; 17,047,093 and 16,540,904 shares issued at December 31, 2014 and December 31, 2013, respectively; and 17,013,626 and 16,507,437 outstanding at December 31, 2014 and December 31, 2013, respectively | 17 | 17 |
Additional paid-in capital | 129,457 | 124,522 |
Accumulated deficit | -89,926 | -85,300 |
Accumulated other comprehensive income | 682 | 1,811 |
Treasury stock at cost, 33,467 shares | -125 | -125 |
Total shareholders’ equity | 40,105 | 40,925 |
Total liabilities and shareholders’ equity | $140,746 | $132,036 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $447 | $382 |
Inventories reserves | $768 | $962 |
Preferred stock, par value | $1 | $1 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 17,047,093 | 16,540,904 |
Common stock, shares outstanding | 17,013,626 | 16,507,437 |
Treasury stock, shares | 33,467 | 33,467 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
REVENUES: | ||
Product revenue, net | $75,284 | $90,982 |
Service fee revenue | 134,385 | 112,977 |
Pass-through revenue | 37,379 | 37,644 |
Total revenues | 247,048 | 241,603 |
COSTS OF REVENUES: | ||
Cost of product revenue | 71,019 | 85,237 |
Cost of service fee revenue | 94,858 | 77,160 |
Cost of pass-through revenue | 37,379 | 37,644 |
Total costs of revenues | 203,256 | 200,041 |
Gross profit | 43,792 | 41,562 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES, including stock based compensation expense of $3,059 and $2,574 in the years ended December 31,2014 and 2013, respectively | 47,658 | 46,235 |
Loss from operations | -3,866 | -4,673 |
INTEREST EXPENSE, net | 813 | 679 |
Loss from operations before income taxes | -4,679 | -5,352 |
INCOME TAX EXPENSE (BENEFIT) | -53 | 539 |
NET LOSS | -4,626 | -5,891 |
NET LOSS PER SHARE: | ||
Basic | ($0.28) | ($0.39) |
Diluted | ($0.28) | ($0.39) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ||
Basic | 16,737 | 14,957 |
Diluted | 16,737 | 14,957 |
COMPREHENSIVE LOSS: | ||
Net loss | -4,626 | -5,891 |
Foreign currency translation adjustment | -1,129 | 257 |
TOTAL COMPREHENSIVE LOSS | ($5,755) | ($5,634) |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement [Abstract] | ||
Stock based compensation expense | $3,059 | $2,574 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
In Thousands, except Share data | ||||||
Beginning Balance at Dec. 31, 2012 | $28,051 | $13 | $106,018 | ($79,409) | $1,554 | ($125) |
Beginning Balance, Shares at Dec. 31, 2012 | 12,812,386 | 33,467 | ||||
Net loss | -5,891 | -5,891 | ||||
Stock-based compensation expense, net of taxes | 2,574 | 2,574 | ||||
Issuance of common stock | 15,934 | 4 | 15,930 | |||
Issuance of common stock, Shares | 3,728,518 | |||||
Other comprehensive loss - foreign currency translation adjustment | 257 | 257 | ||||
Ending Balance at Dec. 31, 2013 | 40,925 | 17 | 124,522 | -85,300 | 1,811 | -125 |
Ending Balance, Shares at Dec. 31, 2013 | 16,540,904 | 33,467 | ||||
Net loss | -4,626 | -4,626 | ||||
Stock-based compensation expense, net of taxes | 2,620 | 2,620 | ||||
Issuance of common stock | 1,631 | 1,631 | ||||
Issuance of common stock, Shares | 451,585 | |||||
Shares issued for acquisition | 544 | 544 | ||||
Shares issued for acquisition, Shares | 54,604 | |||||
Non-cash compensation expense | 140 | 140 | ||||
Other comprehensive loss - foreign currency translation adjustment | -1,129 | -1,129 | ||||
Ending Balance at Dec. 31, 2014 | $40,105 | $17 | $129,457 | ($89,926) | $682 | ($125) |
Ending Balance, Shares at Dec. 31, 2014 | 33,467 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($4,626) | ($5,891) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 11,675 | 10,210 |
Provision for doubtful accounts | 165 | 25 |
Provision for excess and obsolete inventory | 53 | 81 |
Deferred income taxes | -841 | 29 |
Stock based compensation expense | 3,059 | 2,574 |
Non-cash compensation expense | 140 | |
Changes in operating assets and liabilities: | ||
Restricted cash | -31 | 28 |
Accounts receivable | -2,743 | -9,273 |
Inventories | 3,407 | 10,456 |
Prepaid expenses, other receivables and other assets | -2,526 | 2,498 |
Deferred rent | -187 | -273 |
Accounts payable, deferred revenue, accrued expenses and other liabilities | 5,798 | -3,636 |
Net cash provided by operating activities | 13,343 | 6,828 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | -5,445 | -7,971 |
Acquisitions, net of cash acquired | -6,366 | |
Net cash used in investing activities | -11,811 | -7,971 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of common stock | 1,631 | 15,934 |
Increase (decrease) in restricted cash | -360 | 126 |
Payments on capital lease obligations | -2,533 | -2,680 |
Payments on long-term debt, net | -2,929 | -9,724 |
Net cash provided by (used in) financing activities | -4,191 | 3,656 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | -1,631 | 279 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -4,290 | 2,792 |
CASH AND CASH EQUIVALENTS, beginning of period | 22,418 | 19,626 |
CASH AND CASH EQUIVALENTS, end of period | 18,128 | 22,418 |
Non-cash investing and financing activities: | ||
Property and equipment acquired under long-term debt and capital leases | $5,344 | $1,338 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Overview | 1. Overview |
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.; “REV” collectively refers to REV Solutions, Inc. and REVTECH Solutions India Private Limited; “LAL” refers to LiveAreaLabs, Inc., and “PFSweb” refers to PFSweb, Inc. and its subsidiaries and affiliates, excluding Supplies Distributors and Retail Connect. | |
PFSweb Overview | |
PFSweb is a global provider of omni-channel commerce solutions, including a broad range of technology, infrastructure and professional services, to major brand name companies and others seeking to optimize their supply chain and to enhance their online and traditional business channels and initiatives in the United States, Canada, and Europe. PFSweb’s service offerings include website design, creation and integration, digital agency and 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 USA Inc., 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. The majority of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. | |
Supplies Distributors has obtained financing (see Notes 4 and 5) 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. |
Acquisition_of_REV
Acquisition of REV | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Business Combinations [Abstract] | |||||||||||||||
Acquisition of REV | 2. Acquisition of REV | ||||||||||||||
On September 3, 2014, Priority Fulfillment Services, Inc. (“PFS”), a wholly-owned subsidiary of PFSweb, acquired the outstanding capital stock of REV, which provides eCommerce website technical design, development and support services, enabling retailers, manufacturers and suppliers to optimize the customer experience across multiple channels. REV maintains operations in the United States and India. Consideration paid for the shares included an initial $2.6 million cash payment. In December, 2014, PFS paid an additional $0.6 million, which represented a true-up adjustment based on REV’s final shareholders’ equity balance compared to the balance as of the date of acquisition. The purchase agreement provides for future earn-out payments (“REV Earn-out Payments”) payable in 2015 and 2016 based on REV’s achievement of certain 2014 and 2015 financial targets, with a guaranteed minimum of an aggregate of $1.4 million and an aggregate maximum of $3.25 million, in each case, subject to possible offsets for indemnification and other claims arising under the purchase agreement. At PFS’ election, up to $0.2 million and $0.3 million of the 2014 REV Earn-out Payments and 2015 REV Earn-out Payments, respectively, are payable in unregistered shares of common stock of the Company. As of December 31, 2014, the Company has recognized a total liability of $2.9 million applicable to the projected REV earn-out payments, of which, $1.4 million is reflected as a current liability and is expected to be paid in 2015. | |||||||||||||||
The transaction was accounted for using the purchase method of accounting for business combinations and, accordingly, the assets acquired and liabilities assumed, including an allocation of purchase price, and the results of operations of REV have been included in the Company's consolidated financial statements since the date of acquisition. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. | |||||||||||||||
The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): | |||||||||||||||
Cash and cash equivalents | $ | 765 | |||||||||||||
Accounts receivable | 1,753 | ||||||||||||||
Property and equipment | 289 | ||||||||||||||
Identifiable intangibles | 1,019 | ||||||||||||||
Other assets | 16 | ||||||||||||||
Total assets acquired | 3,842 | ||||||||||||||
Total liabilities assumed | 655 | ||||||||||||||
Net assets acquired | 3,187 | ||||||||||||||
Total purchase price | 5,943 | ||||||||||||||
Goodwill | $ | 2,756 | |||||||||||||
Purchase price for REV is as follows (in thousands): | |||||||||||||||
Aggregate cash payments | $ | 3,161 | |||||||||||||
Performance-based contingent payments | 2,782 | ||||||||||||||
Total purchase price | $ | 5,943 | |||||||||||||
The excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed was allocated to goodwill. Total goodwill of $2.8 million, none of which is deductible for tax purposes, is not being amortized but is subject to an annual impairment test using a fair-value-based approach. | |||||||||||||||
The Company is amortizing the identifiable intangible assets acquired using a pattern in which the economic benefit of the assets are expected to be realized by the Company over their estimated remaining useful lives. There are no residual values for any of the intangible assets subject to amortization acquired during the REV acquisition. | |||||||||||||||
Definite lived intangible assets acquired in the REV acquisition consist of (in thousands): | |||||||||||||||
31-Dec-14 | Estimated | ||||||||||||||
Fair Value | Accumulated | Net Carrying | Useful Life | ||||||||||||
at Acquisition | Amortization | Value | from Acquisition | ||||||||||||
Non-compete agreements | $ | 94 | $ | (15 | ) | $ | 79 | 1-3.5 years | |||||||
Leasehold | 45 | (6 | ) | 39 | 2.5 years | ||||||||||
Customer relationships | 880 | (49 | ) | 831 | 6 years | ||||||||||
Total definite lived intangible assets | $ | 1,019 | $ | (70 | ) | $ | 949 | ||||||||
Acquisition of LAL | |||||||||||||||
Effective September 22, 2014, PFS acquired the outstanding capital stock of LAL, which provides digital agency services including strategy, branding, website design, visual design, copywriting, interactive development and support services primarily to manufacturers and retailers. LAL operates in the United States. Consideration paid for the shares included an initial $4.0 million cash payment and 54,604 unregistered shares of Company stock (approximately $0.5 million in value as of acquisition date). The purchase agreement provides for future earn out payments (“LAL Earn-out Payments”) payable in 2015 and 2016 based on LAL’s achievement of certain 2014 and 2015 financial targets, with no guaranteed minimum and an aggregate maximum of $3.0 million, in each case, subject to possible offsets for indemnification and other claims arising under the purchase agreement. At PFS’ election, up to 25% of the 2015 LAL Earn-out Payments are payable in unregistered shares of common stock of the Company. As of December 31, 2014, the Company has recognized a total liability of $2.5 million applicable to the projected LAL earn-out payments, of which, $1.0 million is reflected as a current liability and is expected to be paid in 2015. | |||||||||||||||
The transaction was accounted for using the purchase method of accounting for business combinations and, accordingly, the assets acquired and liabilities assumed, including an allocation of purchase price, and the results of operations of LAL have been included in the Company's consolidated financial statements since the date of acquisition. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. | |||||||||||||||
The following table summarizes the preliminary unaudited, estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): | |||||||||||||||
Cash | $ | 30 | |||||||||||||
Accounts receivable, net | 1,299 | ||||||||||||||
Property and equipment | 253 | ||||||||||||||
Identifiable intangibles | 1,290 | ||||||||||||||
Other assets | 28 | ||||||||||||||
Total assets acquired | 2,900 | ||||||||||||||
Total liabilities assumed | 1,617 | ||||||||||||||
Net assets acquired | 1,283 | ||||||||||||||
Total purchase price | 6,893 | ||||||||||||||
Goodwill | $ | 5,610 | |||||||||||||
Purchase price for LAL is as follows (in thousands, except share data): | |||||||||||||||
Number of shares of common stock issued | 54,604 | ||||||||||||||
Multiplied by PFSweb Inc.'s stock price | $ | 9.96 | |||||||||||||
Share consideration | $ | 544 | |||||||||||||
Aggregate cash payments | 4,000 | ||||||||||||||
Performance-based contingent payments | 2,349 | ||||||||||||||
Total purchase price | $ | 6,893 | |||||||||||||
The excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed was allocated to goodwill. Total goodwill of $5.6 million, none of which is deductible for tax purposes, is not being amortized but is subject to an annual impairment test using a fair-value-based approach. | |||||||||||||||
The Company is amortizing the identifiable intangible assets acquired using a pattern in which the economic benefit of the assets are expected to be realized by the Company over their estimated remaining useful lives. There are no residual values for any of the intangible assets subject to amortization acquired during the LAL acquisition. | |||||||||||||||
Definite lived intangible assets acquired in the LAL acquisition consist of (in thousands): | |||||||||||||||
31-Dec-14 | Estimated | ||||||||||||||
Fair Value | Accumulated | Net Carrying | Useful Life | ||||||||||||
at Acquisition | Amortization | Value | from Acquisition | ||||||||||||
Non-compete agreements | $ | 150 | $ | (11 | ) | $ | 139 | 3.5 years | |||||||
Trade name | 150 | (16 | ) | 134 | 2.25 years | ||||||||||
Customer relationships | 990 | (42 | ) | 948 | 6 years | ||||||||||
Total definite lived intangible assets | $ | 1,290 | $ | (69 | ) | $ | 1,221 | ||||||||
Definite Lived Intangible Asset Amortization | |||||||||||||||
The Company recognized $0.1 million of amortization expense, applicable to the REV and LAL definite lived intangible assets in selling, general and administrative expenses in 2014. The estimated amortization expense for each of the next five years is as follows (in thousands): | |||||||||||||||
2015 | $ | 475 | |||||||||||||
2016 | 459 | ||||||||||||||
2017 | 409 | ||||||||||||||
2018 | 320 | ||||||||||||||
2019 | 312 | ||||||||||||||
Pro Forma Information | |||||||||||||||
The following table presents selected pro forma information, for comparative purposes, assuming the acquisitions of REV and LAL had occurred on January 1, 2013 (unaudited) (in thousands, except per share amounts): | |||||||||||||||
Year Ended | |||||||||||||||
December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Total revenues | $ | 258,450 | $ | 254,691 | |||||||||||
Net loss | (2,281 | ) | (5,284 | ) | |||||||||||
Basic and diluted net loss per share | (0.14 | ) | (0.35 | ) | |||||||||||
The unaudited pro forma information combines the historical audited consolidated results of the Company’s operations and REV’s and LAL’s operations for the years ended December 31, 2014 and 2013 giving effect to the acquisitions and related events as if they had been consummated on January 1, 2013. The unaudited pro forma total revenues and pro forma net loss are not necessarily indicative of the consolidated results of operations for future periods or the results of operations that would have been realized had the Company consolidated REV and LAL during the periods noted. | |||||||||||||||
Acquisition Related Expenses | |||||||||||||||
The Company incurred approximately $1.7 million of acquisition-related costs during the year ended December 31, 2014, which are included in selling, general and administrative expenses in the consolidated statements of operations. | |||||||||||||||
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Significant Accounting Policies | 3. Significant Accounting Policies | |||||||||
Principles of Consolidation | ||||||||||
All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||
Investment in Affiliates | ||||||||||
Priority Fulfillment Services, Inc. (“PFS”), a wholly-owned subsidiary of PFSweb, 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 (see Notes 4 and 5). As of December 31, 2014 and 2013, the outstanding balance of the Subordinated Note was $2.5 million and $3.5 million, respectively. The Subordinate Note is eliminated in the Company’s consolidated financial statements. | ||||||||||
PFS has also made advances to LAL, which totaled $0.4 million as of December 31, 2014 and are eliminated in the Company’s consolidated financial statements. | ||||||||||
Use of Estimates | ||||||||||
The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US 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 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. 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 US GAAP, and provide a fair presentation of the Company’s financial position and results of operations. | ||||||||||
Revenue and Cost Recognition | ||||||||||
The Company derives revenue primarily from services provided under contractual arrangements with its clients or from the sale of products under its distributor agreements. The following revenue recognition policies define the manner in which the Company accounts for sales transactions. | ||||||||||
The Company recognizes revenue when persuasive evidence of a sales arrangement exists, product shipment or delivery has occurred or services have been rendered, the sales price or fee is fixed or determinable, and collectability is reasonably assured. | ||||||||||
In instances where revenue is derived from sales of third-party vendor services, the Company records revenue on a gross basis when the Company is a principal to the transaction and net of costs when the Company is acting as an agent between the customer or client and the vendor. The Company considers several factors to determine whether it is a principal or an agent, most notably whether the Company is the primary obligor to the vendor or customer, has established its own pricing and has inventory and credit risks, if applicable. | ||||||||||
Product Revenue Activity | ||||||||||
Depending on the terms of the customer arrangement, Supplies Distributors recognizes product revenue and product cost either upon the shipment of product to customers or when the customer receives the product. Supplies Distributors permits its customers to return product for credit against other purchases, which include returns for defective products (that Supplies Distributors then returns to the manufacturer) and incorrect shipments. Supplies Distributors provides a reserve for estimated returns and allowances and offers terms to its customers that it believes are standard for its industry. | ||||||||||
Freight costs billed to customers are reflected as components of product revenue. Freight costs incurred are recorded as a component of cost of goods sold. | ||||||||||
Under its distributor agreements (see Note 7), Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and coop funds; certain freight costs; direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids; the cost of products provided to replace defective product returned by customers; and certain other expenses as defined. Supplies Distributors records these reimbursable amounts as they are incurred as other receivables in the consolidated balance sheet with a corresponding reduction in either inventory or cost of product revenue. Supplies Distributors also records pass-through customer marketing programs as a reduction of both product revenue and cost of product revenue. | ||||||||||
Service Fee Revenue Activity | ||||||||||
The Company’s service fee revenue primarily relates to its distribution services, order management/customer care services, professional digital agency and technology services. The Company typically charges its service fee revenue on either a cost-plus basis, a percent of shipped revenue basis , on a time and materials, project or retainer basis for professional services, or a per transaction basis, such as a per item basis for fulfillment services or a per labor hour basis for web-enabled customer contact center services. Additional fees are billed for other services. | ||||||||||
The Company evaluates its contractual arrangements to determine whether or not they include multiple service elements. Revenue recognition is determined for the separate service elements of the contract in accordance with the requirements of Accounting Standards Codification 605, “Revenue Recognition.” A deliverable constitutes a separate unit of accounting when it has standalone value and there are no return rights or other contingencies present for the delivered elements. The Company allocates revenue to each element based on estimated selling price. Each of the Company’s client contracts, and the related services, is unique, with individual needs and criteria customized for each client. Each client engagement is scoped and priced separately and as such the Company is not able to establish vendor specific objective evidence of fair value for its services, nor is third-party evidence available to establish stand-alone selling prices. Accordingly the Company uses management’s best estimate of selling price for the deliverables. The Company establishes its estimates considering internal factors such as margin objectives, pricing practices and controls as well as market conditions such as competitor pricing strategies. | ||||||||||
Distribution services relate primarily to inventory management, product receiving, warehousing and fulfillment (i.e., picking, packing and shipping) and facilities and operations management. Service fee revenue for these activities is recognized as earned, which is either (i) on a per transaction basis or (ii) at the time of product fulfillment, which occurs at the completion of the distribution services. | ||||||||||
Order management/customer care services relate primarily to taking customer orders for the Company’s clients’ products. These services also entail addressing customer questions related to orders, as well as cross-selling/up-selling activities. Service fee revenue for this activity is recognized as the services are rendered. Fees charged to the client are on a per transaction basis based on either (i) a pre-determined fee per order or fee per telephone minutes incurred, (ii) a per dedicated agent fee, or (iii) are included in the product fulfillment service fees that are recognized on product shipment. | ||||||||||
Professional consulting and technology service revenues primarily relate to design, implementation, service and support of eCommerce platforms, website design and solutions and quality control for the Company’s clients. Additionally, the Company provides digital agency services that enable client marketing programs to attract new customers, convert buyers and increase website value. These fees are typically charged on either a per labor hour or transaction basis, a dedicated resource model, a fixed price arrangement, or a percent of merchandise shipped basis. Service fee revenue for this activity is generally recognized as the services are rendered. | ||||||||||
The Company performs front-end set-up and integration services to support client eCommerce platforms and websites. When the Company determines these front-end set-up and integration services do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received and the related costs, and recognizes them over the contract term which the Company believes approximates the performance period. When the Company determines these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, the Company uses the completed contract method to recognize revenues and costs if reasonable and reliable cost estimates for a project cannot be made. If reasonable and reliable costs estimates for a project can be made, the Company recognizes revenue over the contract term on a proportional performance basis, as determined by the relationship of actual costs incurred compared to the estimated total contract costs. | ||||||||||
The Company’s billings for reimbursement of out-of-pocket expenses, including travel and certain third-party vendor expenses such as shipping and handling costs and telecommunication charges, are included in pass-through revenue. The related reimbursable costs are reflected as cost of pass-through revenue. | ||||||||||
The Company’s cost of service fee revenue, representing the cost to provide the services described above, is recognized as incurred. Cost of service fee revenue also includes certain costs associated with technology collaboration and ongoing technology support that include maintenance, web hosting and other ongoing programming activities. These activities are primarily performed to support the distribution and order management/customer care services and are recognized as incurred. | ||||||||||
Accounts Receivable | ||||||||||
The Company recognizes revenue and records trade accounts receivable, pursuant to the methods described above, when collectability is reasonably assured. Collectability is evaluated in the aggregate and on an individual customer or client basis taking into consideration payment due date, historical payment trends, current financial position, results of independent credit evaluations and payment terms. Related reserves are determined by either using percentages applied to certain aged receivable categories based on historical results, reevaluated and adjusted as additional information is received, or a specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. | ||||||||||
Deferred Revenues and Deferred Costs | ||||||||||
The Company primarily performs its services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these set-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the contract term, which the Company believes approximates the performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. The following summarizes the deferred implementation revenues and costs, excluding technology and development costs that are included in property and equipment (in thousands): | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Deferred implementation revenues | ||||||||||
Current | $ | 9,098 | $ | 8,181 | ||||||
Non-Current | 5,355 | 7,491 | ||||||||
$ | 14,453 | $ | 15,672 | |||||||
Deferred implementation costs | ||||||||||
Current | $ | 3,309 | $ | 1,977 | ||||||
Non-Current | 1,279 | 1,780 | ||||||||
$ | 4,588 | $ | 3,757 | |||||||
Current and non-current deferred implementation costs, excluding technology and development costs, are a component of prepaid expenses and other current assets and other assets, respectively. | ||||||||||
Concentration of Business and Credit Risk | ||||||||||
No product revenue customer or service fee client relationship represented more than 10% of the Company’s consolidated total net revenues during the years ended December 31, 2014 or 2013. One client exceeded 10% of the Company’s consolidated accounts receivable at December 31, 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. These arrangements include Supplies Distributors’ distributor agreements and certain of Supplies Distributors’ working capital financing agreements. The majority 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. | ||||||||||
Cash and Cash Equivalents | ||||||||||
Cash equivalents are defined as short-term highly liquid investments with original maturities, when acquired, of three months or less. At times, the Company has cash balances in bank accounts that exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses related to these cash concentrations. | ||||||||||
Other Receivables | ||||||||||
Other receivables include $3.6 million and $3.9 million as of December 31, 2014 and 2013, respectively, primarily for amounts due from Ricoh for costs incurred by the Company under the distributor agreements (see Note 7). In addition, other receivables include $1.3 million and $0.7 million as of December 31, 2014 and 2013, respectively, applicable to value added tax receivables. | ||||||||||
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 (see Note 7). In the event PFSweb, 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. | ||||||||||
Supplies Distributors’ inventories include merchandise in-transit that has not been received by the Company but that has been shipped and invoiced by Supplies Distributors’ vendors. The corresponding payable for inventories in-transit is included in accounts payable in the accompanying consolidated financial statements. | ||||||||||
The Company reviews inventory for impairment on a periodic basis, but at a minimum annually. Recoverability of the inventory on hand is measured by comparison of the carrying value of the inventory to the fair value of the inventory. The reserve for slow moving or excess inventory was $0.8 million and $1.0 million as of December 31, 2014 and 2013, respectively. | ||||||||||
Property and Equipment | ||||||||||
The components of property and equipment as of December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||
December, 31 | Depreciable | |||||||||
2014 | 2013 | Life | ||||||||
Purchased and capitalized software costs | $ | 44,514 | $ | 39,829 | 2-7 years | |||||
Furniture and fixtures | 23,456 | 23,158 | 2-10 years | |||||||
Computer equipment | 12,184 | 11,050 | 3-5 years | |||||||
Leasehold improvements | 13,825 | 13,648 | 3-10 years | |||||||
Other | 1,144 | 2,520 | 3-5 years | |||||||
95,123 | 90,205 | |||||||||
Less-accumulated depreciation and amortization | (68,519 | ) | (63,015 | ) | ||||||
Property and equipment, net | $ | 26,604 | $ | 27,190 | ||||||
The Company makes judgments and estimates in conjunction with the carrying value of these assets, including amounts to be capitalized, depreciation and amortization methods and useful lives. Additionally, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company records impairment losses, if any, in the period in which the Company determines the carrying amount is not recoverable. Recoverability of any assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. This may require the Company to make judgments regarding long-term forecasts of future revenues and costs related to the assets subject to review. During 2014 and 2013, no impairment of property and equipment was identified or recorded. | ||||||||||
Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Capitalized implementation costs are depreciated over the respective client contract term, which the Company believes approximates the performance period. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the remaining lease term. Depreciation and amortization expense related to property and equipment, excluding capital leases, during 2014 and 2013 was $9.1 million and $7.6 million, respectively. | ||||||||||
The Company’s property held under capital leases amount to approximately $4.8 million and $4.0 million, net of accumulated amortization of approximately $4.0 million and $4.4 million, at December 31, 2014 and 2013, respectively. Depreciation and amortization expense related to capital leases during 2014 and 2013 was $2.5 million and $2.6 million, respectively. | ||||||||||
Long-Lived Assets | ||||||||||
The Company reviews long-lived assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company reviews goodwill for an impairment at least annually. Long-lived assets include property, intangible assets, goodwill and certain other assets. Recoverability of assets is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined using appraisals, discounted cash flow analysis or similar valuation techniques. We make judgments and estimates in conjunction with the carrying value of these assets, including amounts to be capitalized, depreciation and amortization methods and useful lives. We record impairment losses in the period in which we determine that the carrying amount is not recoverable. This may require us to make judgments regarding long-term forecasts of our future revenues and costs related to the assets subject to review. | ||||||||||
Operating Leases | ||||||||||
The Company leases certain real estate for its warehouse, call center, sales, professional services 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, and classifies the difference between cash payments and rent expense recognized as deferred rent in the accompanying consolidated balance sheets. | ||||||||||
Foreign Currency Translation and Transactions | ||||||||||
For the Company’s Canadian, European and Indian operations, the local currency is the functional currency. Assets and liabilities are translated at exchange rates in effect at the end of the period, and income and expense items are translated at the average exchange rates on a monthly basis. | ||||||||||
The Company includes currency gains and losses on short-term intercompany advances in the determination of net income and loss. The Company reports gains and losses on intercompany foreign currency transactions that are of a long-term investment nature as a separate component of shareholders’ equity. | ||||||||||
Stock-Based Compensation | ||||||||||
The Company uses stock-based compensation, including stock options, deferred stock units and other stock-based awards to provide long-term performance incentives for its executives, key employees and non-employee directors. From the service inception date to the grant date, the Company recognizes compensation cost for all share-based payments based on the reporting date fair value of the award. After the grant date, compensation cost is measured based on the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis, net of estimated forfeitures, over the requisite service period of each award. The Company records compensation cost as a component of selling, general and administrative expenses in the consolidated statements of operations. | ||||||||||
The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model and estimates the compensation cost for certain of the awards that have a performance condition using a Monte-Carlo simulation. The estimated fair value for awards involves assumptions for expected dividend yield, stock price volatility, risk-free interest rates and the expected life of the award. | ||||||||||
Income Taxes | ||||||||||
For federal income tax purposes, tax years that remain subject to examination include years 2011 through 2014. However, the utilization of net operating loss (“NOL”) carryforwards that arose prior to 2011 remains subject to examination through the years such carryforwards are utilized. For Europe, tax years that remain subject to examination include years 2012 to 2014. However, the utilization of NOL carryforwards that arose prior to 2012 remain subject to examination through the years such carryforwards are utilized. For Canada, tax years that remain subject to examination include years 2006 to 2014, depending on the subsidiary. For state income tax purposes, the tax years that remain subject to examination include years 2010 to 2014, depending upon the jurisdiction in which the Company files tax returns. The Company and its subsidiaries have various income tax returns in the process of examination. The Company does not expect these examinations will result in unrecognized tax benefits. | ||||||||||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. | ||||||||||
The Company recognizes interest and penalties related to certain tax positions in income tax expense. | ||||||||||
Self Insurance | ||||||||||
The Company is self-insured in the U.S. for medical insurance benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred, but not reported (“IBNR”) claims. IBNR claims are estimated using historical lag information and other data provided by claims administrators. | ||||||||||
Fair Value of Financial Instruments | ||||||||||
The carrying value of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, debt and capital lease obligations, approximate their fair values based on short terms to maturity or current market prices and interest rates. | ||||||||||
Comprehensive Income (Loss) | ||||||||||
Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments. | ||||||||||
Net Loss Per Common Share | ||||||||||
Basic and diluted net loss per share are computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. The following equity awards (see Note 6) have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive: 1.6 million and 1.8 million stock options for the years ended December 31, 2014 and 2013, respectively; 0.6 million and 0.5 million performance shares for the years ended December 31, 2014 and 2013, respectively; and 41,000 deferred stock units for the year ended December 31, 2014. | ||||||||||
Cash Paid For Interest and Taxes During Year | ||||||||||
The Company made payments for interest of approximately $0.7 million in each of the years ended December 31, 2014 and 2013 (see Notes 4 and 5). Income tax payments of approximately $0.7 million and $0.5 million were made during each of the years ended December 31, 2014 and 2013, respectively (see Note 9). | ||||||||||
Impact of Recently Issued Accounting Standards | ||||||||||
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 is applicable for fiscal years beginning after December 15, 2016, including interim periods therein, and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements and related disclosures. |
Vendor_Financing
Vendor Financing | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Vendor Financing | 4. Vendor Financing |
Supplies Distributors has a short-term credit facility with IBM Credit LLC (“IBM Credit”) 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 $8.4 million and $9.8 million as of December 31, 2014 and 2013, respectively, as accounts payable in the consolidated balance sheets. As of December 31, 2014, Supplies Distributors had $1.9 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 both December 31, 2014 and 2013). The facility also includes a monthly service fee. | |
Debt_and_Capital_Lease_Obligat
Debt and Capital Lease Obligations | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt and Capital Lease Obligations | 5. Debt and Capital Lease Obligations: | |||||||
Outstanding debt and capital lease obligations consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Loan and security agreements | ||||||||
Supplies Distributors | $ | 3,267 | $ | 3,776 | ||||
PFS | 1,890 | 1,473 | ||||||
Master lease agreements | 5,589 | 4,973 | ||||||
Other | 166 | 885 | ||||||
Total | 10,912 | 11,107 | ||||||
Less current portion of long-term debt | 6,850 | 8,231 | ||||||
Long-term debt, less current portion | $ | 4,062 | $ | 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 December 31, 2014, Supplies Distributors had $3.2 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 (see Note 7) 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 December 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 December 31, 2014 was 3.75% for $2.3 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 all of 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 a 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 pursuant to which a security interest was granted to Wells Fargo for all U.S. and Canadian customer remittances received in specified bank accounts. At December 31, 2014 and 2013, these bank accounts held $0.4 million and $0.1 million, respectively, which was restricted for payment to Wells Fargo. | ||||||||
Loan and Security Agreement – PFSweb | ||||||||
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-seasonal 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 December 31, 2014, PFS had $19.9 million of available credit under the Working Capital Advance portion of this facility and $0.4 million available for Equipment Advances. Effective March 2014, borrowings under the Working Capital Advance portion of the Comerica Agreement accrue interest at prime rate plus 1% (4.25% at December, 31, 2014), while the Equipment Advances accrue interest at prime rate plus 1.5% (4.75% at December 31, 2014). Prior to March 2014, borrowings under the Working Capital Advance portion of the Comerica Agreement accrued interest at prime rate plus 2% (5.25% at December 31, 2013), while the Equipment Advances accrued interest at prime rate plus 2.25% (5.5% at December 31, 2013). The Comerica Agreement includes a monthly service fee and contains cross default provisions, various restrictions upon PFS’s 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, as defined, of a minimum tangible net worth of $20 million, a minimum earnings before interest and taxes, plus depreciation, amortization and non-cash compensation accruals, if any, and a minimum liquidity ratio. The Comerica Agreement restricts the amount of the Subordinated Note receivable from Supplies Distributors to a maximum of $5.0 million. 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 (“BNP Paribas”) that provides factoring for up to 7.5 million Euros (approximately $9.1 million at December 31, 2014) of eligible accounts receivables through March 2015. The Company does not anticipate renewing this agreement upon expiration in March 2015. There were no outstanding borrowings as of December 31, 2014 or 2013. As of December 31, 2014, Supplies Distributors’ European subsidiary had approximately 0.5 million Euros (approximately $0.6 million) of available credit under this agreement. Borrowings accrue interest at Euribor plus 0.7% (0.7% at December 31, 2014). | ||||||||
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. At December 31, 2014 and 2013, the Company had restricted net assets of approximately $23.2 million and $26.9 million, respectively. As of and for the year ended December 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. | ||||||||
Debt and Capital Lease Maturities | ||||||||
The Company’s aggregate maturities of debt subsequent to December 31, 2014 are as follows (in thousands): | ||||||||
Year ended December 31, | ||||||||
2014 | $ | 4,850 | ||||||
2015 | 1,085 | |||||||
2016 | 223 | |||||||
Thereafter | — | |||||||
Total | $ | 6,158 | ||||||
The following is a schedule of the Company’s future minimum lease payments under the capital leases, together with the present value of the net minimum lease payments as of December 31, 2014 (in thousands): | ||||||||
Year ended December 31, | ||||||||
2014 | $ | 2,186 | ||||||
2015 | 1,524 | |||||||
2016 | 966 | |||||||
2017 | 401 | |||||||
2018 | 14 | |||||||
Thereafter | — | |||||||
Total minimum lease payments | $ | 5,091 | ||||||
Less amount representing interest at rates ranging from 4.75% to 6.68% | (337 | ) | ||||||
Present value of net minimum lease payments | 4,754 | |||||||
Less: Current portion | (2,000 | ) | ||||||
Long-term capital lease obligations | $ | 2,754 | ||||||
Stock_and_Stock_Options
Stock and Stock Options | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||||||
Stock and Stock Options | 6. 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 expense, of approximately $14.1 million. | ||||||||||||||||||
Preferred Stock Purchase Rights | ||||||||||||||||||
On June 8, 2000, and as amended, the Company’s Board of Directors declared a dividend distribution of one preferred stock purchase right (a “Right”) for each share of the Company’s common stock outstanding on July 6, 2000 and each share of common stock issued thereafter. Each Right entitles the registered shareholders to purchase from the Company one one-thousandth of a share of preferred stock at an exercise price of $67, subject to adjustment. The Rights are not currently exercisable, but would become exercisable if certain events occurred relating to a person or group acquiring or attempting to acquire 23 percent or more of the Company’s outstanding shares of common stock. The Rights expire on July 6, 2015, unless redeemed, exchanged or extended by the Company. | ||||||||||||||||||
Stock Compensation Plans | ||||||||||||||||||
The Company has an Employee Stock and Incentive Plan (the “Employee Plan”) and a Non-Employee Director Stock Option and Retainer Plan (the “Director Plan”), each as amended and restated (collectively, the “Plans”) under which an aggregate of 4,942,341 shares of common stock have been authorized for issuance. The Plans provide for the granting of incentive awards to directors, executive management, key employees, and outside consultants of the Company in a variety of forms such as the award of an option, stock appreciation right, restricted stock award, restricted stock unit, deferred stock unit, among other stock-based awards. The Company uses newly issued shares of common stock to satisfy awards under the Plans. | ||||||||||||||||||
From the service inception date to the grant date, the Company recognizes compensation cost for all share-based payments based on the reporting date fair value of the award. After the grant date compensation cost is measured based on the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis, net of estimated forfeitures, over the requisite service period of each award. | ||||||||||||||||||
Total stock-based compensation expense was $3.1 million and $2.6 million for the years ended December 31, 2014 and 2013, respectively, and was included as a component of selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2014, there was $2.4 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plans, which is expected to be recognized over a remaining weighted average period of approximately 2.0 years. This expected cost does not include the impact of any future stock-based compensation awards. | ||||||||||||||||||
As of December 31, 2014, there were 1,537,957 shares available for future grants under the Plans. Each stock option or stock appreciation right award granted reduces the total shares available for grant by one share, while each award granted other than in the form of a stock option or stock appreciation right reduces the shares available for grant by 1.22 shares. | ||||||||||||||||||
Stock Options | ||||||||||||||||||
The rights to purchase shares under employee stock option agreements issued under the Plans typically vest over a three-year period, one-twelfth each quarter. Stock options must be exercised within 10 years from the date of grant. Stock options are generally issued such that the exercise price is equal to the market value of the Company’s common stock at the date of grant. | ||||||||||||||||||
The following table summarizes stock option activity under the Plans: | ||||||||||||||||||
Weighted | ||||||||||||||||||
Average | ||||||||||||||||||
Weighted | Remaining | Aggregate | ||||||||||||||||
Average | Contractual | Intrinsic | ||||||||||||||||
Exercise | Life (in | Value (in | ||||||||||||||||
Shares | Price Per Share | Price | years) | millions) | ||||||||||||||
Outstanding, December 31, 2013 | 1,818,592 | $1.01 - $13.91 | $ | 4.9 | ||||||||||||||
Granted | 182,500 | $7.44 - $11.19 | $ | 9.07 | ||||||||||||||
Exercised | (351,441 | ) | $1.01 - $8.65 | $ | 4.64 | |||||||||||||
Canceled | (46,793 | ) | $2.72 - $13.91 | $ | 6.97 | |||||||||||||
Outstanding, December 31, 2014 | 1,602,858 | $1.01 - $12.08 | $ | 5.36 | ||||||||||||||
Exercisable, December 31, 2014 | 1,306,688 | $1.01 - $12.08 | $ | 4.88 | 5.3 | $ | 10.2 | |||||||||||
Exercisable and expected to vest, December 31, 2014 | 1,558,688 | $1.01 - $12.08 | $ | 5.28 | 5.9 | $ | 11.5 | |||||||||||
The weighted average fair value per share of options granted during the years ended December 31, 2014 and 2013 was $6.22 and $3.72, respectively. The total intrinsic value of options exercised under the Stock Option Plans was $1.8 million during the year ended December 31, 2014. | ||||||||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants of options under the Plans: | ||||||||||||||||||
Year Ended | ||||||||||||||||||
December 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Expected dividend yield | — | — | ||||||||||||||||
Expected stock price volatility | 73% - 80% | 80% - 82% | ||||||||||||||||
Weighted average stock price volatility | 79% | 82% | ||||||||||||||||
Risk-free interest rate | 1.3% - 2.0% | 1.0% - 2.1% | ||||||||||||||||
Expected life of options (years) | 6 | 6 | ||||||||||||||||
The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock-price volatility. The assumptions listed above represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if other assumptions had been used, the Company’s recorded and pro forma stock-based compensation expense could have been different. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the share-based compensation expense could be materially different. The Company calculates the expected stock price volatility using the Company’s historical stock price during the expected term immediately preceding a stock option grant date. The Company has not paid dividends in the past and does not anticipate paying dividends in the future. The Company uses the risk-free interest rates of United States Treasury securities for a comparable term as the expected life of a stock option. The expected life of options has been computed using the simplified method, which the Company uses as it does not believe it has established a consistent exercise pattern to accurately estimate the expected term of stock options. | ||||||||||||||||||
Performance Shares | ||||||||||||||||||
On May 22, 2013, pursuant to the Employee Plan, the Company issued Performance-Based Share Awards (“Performance Shares”, as defined in the Employee Plan) to the Company’s executive officers and certain senior management. Under the terms of such awards, the determination of the number of Performance Shares that each such individual may receive 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. Based on the Company’s 2013 results, the Company issued an aggregate of approximately 598,000 Performance Shares for 2013. The Performance Shares are subject to four year vesting based upon continued employment and the comparative market performance (on an annual and cumulative basis) of the Company’s common stock on NASDAQ compared to the Russell Micro Cap Index. The actual number of shares issued on each annual vesting date could range from zero to 100%, depending on satisfaction of the vesting conditions. | ||||||||||||||||||
In March 2014, the Company issued Performance-Based Share Awards to the Company’s executive officers and certain senior management under which the number of performance shares to be issued was 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. Based on the Company’s 2014 financial performance, no performance shares will be issued under the 2014 Performance Based Share Awards. | ||||||||||||||||||
The compensation cost for the market condition portion of the Performance Shares was estimated based on a grant date valuation using a Monte-Carlo simulation. The 2013 Performance Shares resulted in a range of estimated fair values of $5.29 - $9.07 for the annual performance market condition and $7.34 - $9.07 for the cumulative performance market condition. The estimated fair values used for the 2013 Performance Shares were computed assuming a risk-free interest rate of 0.8% and an expected volatility of 52.6%. | ||||||||||||||||||
As of December 31, 2014, the aggregate intrinsic value of the vested and unvested Performance Shares for 2013 was $1.9 million and $3.6 million, respectively. | ||||||||||||||||||
Stock Units | ||||||||||||||||||
Each non-employee Director of the Company’s Board of Directors (the “Board”) receives a quarterly retainer (the “Retainer”) of $25,000, payable on or about the first day of each quarter, through the issuance of an equity based award (an “Award”) under the Employee Plan in the form of a Deferred Stock Unit (a “DSU”). The number of DSUs is determined by dividing the Retainer by the immediately preceding closing price of the Common Stock. Each DSU represents the right to receive an equal number of shares of Common Stock upon the retirement, resignation or termination of service from the Board. As of December 31, 2014, the Company has issued approximately 41,000 DSU Awards. | ||||||||||||||||||
Distributor_Agreements
Distributor Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Contractors [Abstract] | |
Distributor Agreements | 7. Distributor Agreements |
Supplies Distributors, PFSweb and Ricoh have entered into distributor agreements under which Supplies Distributors acts as a distributor of various products, primarily Ricoh products, and PFSweb provides transaction management and fulfillment services to Supplies Distributors. The distributor agreements are subject to periodic renewals, the next of which is in December 2015. Under the distributor agreements, Ricoh sells product to Supplies Distributors and reimburses Supplies Distributors for certain freight costs, direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids, the cost of products provided to replace defective product returned by customers and other certain expenses as defined. Supplies Distributors can return to Ricoh product rendered obsolete by Ricoh engineering changes after customer demand ends. Ricoh determines when a product is obsolete. Ricoh and Supplies Distributors also have agreements under which Ricoh reimburses or collects from Supplies Distributors amounts calculated in certain inventory cost adjustments. Supplies Distributors passes through to customers marketing programs specified by Ricoh and administers such programs according to Ricoh guidelines. |
Supplies_Distributors
Supplies Distributors | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Supplies Distributors | 8. Supplies Distributors |
Pursuant to a credit agreement, Supplies Distributors is restricted from making any distributions to PFSweb if, after giving affect thereto, Supplies Distributors’ would be in noncompliance with its financial covenants. Under the terms of its amended credit agreements, Supplies Distributors is restricted from paying annual cash dividends without the prior approval of its lenders (see Notes 4 and 5). Supplies Distributors has received lender approval to pay approximately $0.9 million of dividends in 2015. Supplies Distributors paid dividends to PFSweb of $1.8 million and $1.5 million in 2014 and 2013, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | 9. Income Taxes | |||||||
The consolidated income (loss) from continuing operations before income taxes, by domestic and foreign entities, is as follows (in thousands): | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Domestic | $ | (5,947 | ) | $ | (6,043 | ) | ||
Foreign | 1,268 | 691 | ||||||
Total | $ | (4,679 | ) | $ | (5,352 | ) | ||
A reconciliation of the difference between the expected income tax expense from continuing operations at the U.S. federal statutory corporate tax rate of 34%, and the Company’s effective tax rate is as follows (in thousands): | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Income tax benefit computed at statutory rate | $ | (1,591 | ) | $ | (1,820 | ) | ||
Foreign dividends received | 243 | 45 | ||||||
Items not deductible for tax purposes | 244 | 41 | ||||||
Change in valuation allowance | 911 | 1,654 | ||||||
Change in valuation reserve related to business combination adjustments | (979 | ) | — | |||||
State taxes | 438 | 367 | ||||||
Foreign exchange rate difference | 155 | 104 | ||||||
Net operating loss adjustments | 634 | (220 | ) | |||||
Prior year return-to-provision true-up | (131 | ) | 567 | |||||
Other | 23 | (199 | ) | |||||
Provision for income taxes | $ | (53 | ) | $ | 539 | |||
Current and deferred income tax expense (benefit) is summarized as follows (in thousands): | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current | ||||||||
State | $ | 460 | $ | 406 | ||||
Foreign | 328 | 104 | ||||||
Total Current | 788 | 510 | ||||||
Deferred | ||||||||
Domestic | (979 | ) | — | |||||
State | 48 | (107 | ) | |||||
Foreign | 90 | 136 | ||||||
Total Deferred | (841 | ) | 29 | |||||
Provision for income taxes | $ | (53 | ) | $ | 539 | |||
The components of the deferred tax asset (liability) are as follows (in thousands): | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Allowance for doubtful accounts | $ | 643 | $ | 616 | ||||
Inventory reserve | 255 | 347 | ||||||
Property and equipment | 46 | — | ||||||
Accrued expenses | 1,419 | 2,104 | ||||||
Net operating loss carryforwards | 21,588 | 20,893 | ||||||
Other | 3,400 | 4,192 | ||||||
27,351 | 28,152 | |||||||
Less - Valuation allowance | 26,500 | 26,568 | ||||||
Total deferred tax asset | 851 | 1,584 | ||||||
Deferred tax liabilities: | ||||||||
Property and equipment | — | (931 | ) | |||||
Other | (303 | ) | — | |||||
Total deferred tax liabilities | (303 | ) | (931 | ) | ||||
Deferred tax assets, net | $ | 548 | $ | 653 | ||||
Management believes that PFSweb has not established a sufficient history of earnings, on a stand-alone basis, to support the more likely than not realization of certain deferred tax assets in excess of existing taxable temporary differences. A valuation allowance has been provided for the majority of these net deferred income tax assets as of December 31, 2014 and 2013. The remaining net deferred tax assets at both December 31, 2014 and 2013 primarily relate to the Company’s European operations and certain state tax benefits. At December 31, 2014, net operating loss (“NOL”) carryforwards relate to taxable losses of PFSweb’s Canadian subsidiary totaling approximately $5.2 million and PFSweb’s U.S. subsidiaries totaling approximately $60.4 million that expire at various dates from 2015 through 2034. The U.S. NOL carryforward includes approximately $5.6 million relating to tax benefits of stock option exercises and, if utilized, will be recorded against additional paid-in capital upon utilization rather than as an adjustment to income tax expense from continuing operations. The U.S. NOL also includes approximately $20.3 million of NOL acquired before February 2006, which is subject to annual limits of $1.2 million, $16.0 million of NOL created before February 2006 subject to annual limits of $1.4 million, and $0.2 million acquired September 2014 subject to annual limits of $0.1 million under IRS Section 382. | ||||||||
The Company evaluates its tax positions for potential liabilities associated with unrecognized tax benefits. As of and for the year ended December 31, 2014, $0.1 million of unrecognized tax benefits, penalties or interest were identified or recorded in conjunction with the Company’s acquisition of REV. The Company does not expect to record unrecognized tax benefits in the next twelve months. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | 10. Commitments and Contingencies | |||
The Company leases facilities, warehouse and office space and transportation and other equipment under operating leases expiring in various years through February 28, 2024. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced by other similar leases. The Company’s facility leases generally contain one or more renewal options. | ||||
Minimum future annual rental payments under non-cancelable operating leases having original terms in excess of one year are as follows (in thousands): | ||||
Operating | ||||
Lease | ||||
Payments | ||||
Year ended December 31, | ||||
2015 | $ | 7,644 | ||
2016 | 7,287 | |||
2017 | 6,185 | |||
2018 | 4,872 | |||
2019 | 4,335 | |||
Thereafter | 14,243 | |||
Total | $ | 44,566 | ||
Total rental expense under operating leases approximated $7.2 million and $6.6 million for the years ended December 31, 2014 and 2013, respectively. | ||||
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 December 31, 2014, the Company believes it has adequately accrued for the expected assessment. | ||||
In April 2010, a sales employee of eCOST.com, Inc. (“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 December 31, 2014 and December 31, 2013 balance sheets. 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. 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. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment and Geographic Information | 11. Segment and Geographic 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 a global provider of various infrastructure, technology and digital agency 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. | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Revenues (in thousands): | ||||||||
PFSweb | $ | 171,508 | $ | 152,338 | ||||
Business and Retail Connect | 91,234 | 100,960 | ||||||
Eliminations | (15,694 | ) | (11,695 | ) | ||||
$ | 247,048 | $ | 241,603 | |||||
Income (loss) from operations (in thousands): | ||||||||
PFSweb | $ | (5,951 | ) | $ | (5,859 | ) | ||
Business and Retail Connect | 2,085 | 1,186 | ||||||
$ | (3,866 | ) | $ | (4,673 | ) | |||
Depreciation and amortization (in thousands): | ||||||||
PFSweb | $ | 11,620 | $ | 10,051 | ||||
Business and Retail Connect | 55 | 159 | ||||||
$ | 11,675 | $ | 10,210 | |||||
Capital expenditures (in thousands): | ||||||||
PFSweb | $ | 5,445 | $ | 7,876 | ||||
Business and Retail Connect | — | 95 | ||||||
$ | 5,445 | $ | 7,971 | |||||
December 31, | ||||||||
2014 | 2013 | |||||||
Assets (in thousands): | ||||||||
PFSweb | $ | 104,372 | $ | 98,745 | ||||
Business and Retail Connect | 47,682 | 47,116 | ||||||
Eliminations | (11,308 | ) | (13,825 | ) | ||||
$ | 140,746 | $ | 132,036 | |||||
Geographic areas in which the Company operates include the United States, Europe (primarily Belgium), Canada and India. The following is geographic information by area. Revenues are attributed based on the Company’s domicile. | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Revenues (in thousands): | ||||||||
United States | $ | 197,709 | $ | 192,522 | ||||
Europe | 43,291 | 44,770 | ||||||
Canada | 7,222 | 5,988 | ||||||
India | 641 | — | ||||||
Inter-segment Eliminations | (1,815 | ) | (1,677 | ) | ||||
$ | 247,048 | $ | 241,603 | |||||
Other long-lived assets (in thousands): | ||||||||
United States | $ | 35,069 | $ | 25,549 | ||||
Europe | 2,825 | 4,168 | ||||||
Canada | 350 | 356 | ||||||
India | 1,452 | — | ||||||
$ | 39,696 | $ | 30,073 | |||||
Employee_Savings_Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Savings Plan | 12. Employee Savings Plan |
The Company has a defined contribution employee savings plan under Section 401(k) of the Internal Revenue Code. Substantially all full-time and part-time U.S. employees are eligible to participate in the plan. The Company, at its discretion, may match employee contributions to the plan and also make an additional matching contribution in the form of profit sharing in recognition of the Company’s performance. The Company contributed approximately $0.2 million during each of the years ended December 31, 2014 and 2013, to match an approved percentage of employee contributions. |
Condensed_Financial_Informatio
Condensed Financial Information of Registrant | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Text Block [Abstract] | ||||||||
CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SCHEDULE I | |||||||
PFSWEB, INC. AND SUBSIDIARIES | ||||||||
CONDENSED FINANCIAL INFORMATION OF REGISTRANT | ||||||||
BALANCE SHEETS – PARENT COMPANY ONLY | ||||||||
(In thousands) | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
ASSETS: | ||||||||
Cash and cash equivalents | $ | 555 | $ | 10,722 | ||||
Receivable from subsidiaries | 34,460 | 25,252 | ||||||
Investment in subsidiaries | 5,090 | 4,951 | ||||||
Total assets | 40,105 | 40,925 | ||||||
LIABILITIES: | ||||||||
Total liabilities | — | — | ||||||
SHAREHOLDERS’ EQUITY: | ||||||||
Preferred stock | — | — | ||||||
Common stock | 17 | 17 | ||||||
Additional paid-in capital | 129,457 | 124,522 | ||||||
Accumulated deficit | (89,926 | ) | (85,300 | ) | ||||
Accumulated other comprehensive income | 682 | 1,811 | ||||||
Treasury stock | (125 | ) | (125 | ) | ||||
Total shareholders’ equity | 40,105 | 40,925 | ||||||
Total liabilities and shareholders’ equity | $ | 40,105 | $ | 40,925 | ||||
The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. | ||||||||
SCHEDULE I | ||||||||
PFSWEB, INC. AND SUBSIDIARIES | ||||||||
CONDENSED FINANCIAL INFORMATION OF REGISTRANT | ||||||||
STATEMENTS OF OPERATIONS – PARENT COMPANY ONLY | ||||||||
FOR THE YEARS ENDED DECEMBER 31 | ||||||||
(In thousands) | ||||||||
2014 | 2013 | |||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | ||||||||
Selling, general and administrative expenses | $ | 4,806 | $ | 2,574 | ||||
Equity in net loss (income) of consolidated subsidiaries | (180 | ) | 3,317 | |||||
Total operating expenses | 4,626 | 5,891 | ||||||
NET LOSS | $ | (4,626 | ) | $ | (5,891 | ) | ||
The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. | ||||||||
SCHEDULE I | ||||||||
PFSWEB, INC. AND SUBSIDIARIES | ||||||||
CONDENSED FINANCIAL INFORMATION OF REGISTRANT | ||||||||
STATEMENTS OF CASH FLOWS – PARENT COMPANY ONLY | ||||||||
FOR THE YEARS ENDED DECEMBER 31 | ||||||||
(In thousands) | ||||||||
2014 | 2013 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (4,626 | ) | $ | (5,891 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Stock-based compensation expense | 3,059 | 2,574 | ||||||
Equity in net loss (income) of consolidated subsidiaries | (180 | ) | 3,317 | |||||
Net cash used in operating activities | (1,747 | ) | — | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from issuance of common stock | 1,631 | 15,934 | ||||||
Increase in receivable from subsidiaries, net | (10,051 | ) | (10,620 | ) | ||||
Net cash provided by (used in) financing activities | (8,420 | ) | 5,314 | |||||
NET INCREASE (DECREASE) IN CASH | (10,167 | ) | 5,314 | |||||
CASH AND CASH EQUIVALENTS, beginning of period | 10,722 | 5,408 | ||||||
CASH AND CASH EQUIVALENTS, end of period | $ | 555 | $ | 10,722 | ||||
The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. |
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Text Block [Abstract] | ||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II | |||||||||||||||||||
PFSWEB, INC. AND SUBSIDIARIES | ||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
FOR THE YEARS ENDED DECEMBER 31 | ||||||||||||||||||||
(Amounts in thousands) | ||||||||||||||||||||
Additions | ||||||||||||||||||||
Balance at | Charges | Charges | Deductions | Balance | ||||||||||||||||
Beginning | to Cost | to Other | at End | |||||||||||||||||
of Period | and | Accounts | of | |||||||||||||||||
Expenses | Period | |||||||||||||||||||
Year Ended December 31, 2013: | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 450 | 25 | — | (93 | ) | $ | 382 | ||||||||||||
Year Ended December 31, 2014: | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 382 | 165 | — | (100 | ) | $ | 447 | ||||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Principles of Consolidation | Principles of Consolidation | |||||||||
All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||
Investment in Affiliates | Investment in Affiliates | |||||||||
Priority Fulfillment Services, Inc. (“PFS”), a wholly-owned subsidiary of PFSweb, 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 (see Notes 4 and 5). As of December 31, 2014 and 2013, the outstanding balance of the Subordinated Note was $2.5 million and $3.5 million, respectively. The Subordinate Note is eliminated in the Company’s consolidated financial statements. | ||||||||||
PFS has also made advances to LAL, which totaled $0.4 million as of December 31, 2014 and are eliminated in the Company’s consolidated financial statements. | ||||||||||
Use of Estimates | Use of Estimates | |||||||||
The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US 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 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. 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 US GAAP, and provide a fair presentation of the Company’s financial position and results of operations. | ||||||||||
Revenue and Cost Recognition | Revenue and Cost Recognition | |||||||||
The Company derives revenue primarily from services provided under contractual arrangements with its clients or from the sale of products under its distributor agreements. The following revenue recognition policies define the manner in which the Company accounts for sales transactions. | ||||||||||
The Company recognizes revenue when persuasive evidence of a sales arrangement exists, product shipment or delivery has occurred or services have been rendered, the sales price or fee is fixed or determinable, and collectability is reasonably assured. | ||||||||||
In instances where revenue is derived from sales of third-party vendor services, the Company records revenue on a gross basis when the Company is a principal to the transaction and net of costs when the Company is acting as an agent between the customer or client and the vendor. The Company considers several factors to determine whether it is a principal or an agent, most notably whether the Company is the primary obligor to the vendor or customer, has established its own pricing and has inventory and credit risks, if applicable. | ||||||||||
Product Revenue Activity | ||||||||||
Depending on the terms of the customer arrangement, Supplies Distributors recognizes product revenue and product cost either upon the shipment of product to customers or when the customer receives the product. Supplies Distributors permits its customers to return product for credit against other purchases, which include returns for defective products (that Supplies Distributors then returns to the manufacturer) and incorrect shipments. Supplies Distributors provides a reserve for estimated returns and allowances and offers terms to its customers that it believes are standard for its industry. | ||||||||||
Freight costs billed to customers are reflected as components of product revenue. Freight costs incurred are recorded as a component of cost of goods sold. | ||||||||||
Under its distributor agreements (see Note 7), Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and coop funds; certain freight costs; direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids; the cost of products provided to replace defective product returned by customers; and certain other expenses as defined. Supplies Distributors records these reimbursable amounts as they are incurred as other receivables in the consolidated balance sheet with a corresponding reduction in either inventory or cost of product revenue. Supplies Distributors also records pass-through customer marketing programs as a reduction of both product revenue and cost of product revenue. | ||||||||||
Service Fee Revenue Activity | ||||||||||
The Company’s service fee revenue primarily relates to its distribution services, order management/customer care services, professional digital agency and technology services. The Company typically charges its service fee revenue on either a cost-plus basis, a percent of shipped revenue basis , on a time and materials, project or retainer basis for professional services, or a per transaction basis, such as a per item basis for fulfillment services or a per labor hour basis for web-enabled customer contact center services. Additional fees are billed for other services. | ||||||||||
The Company evaluates its contractual arrangements to determine whether or not they include multiple service elements. Revenue recognition is determined for the separate service elements of the contract in accordance with the requirements of Accounting Standards Codification 605, “Revenue Recognition.” A deliverable constitutes a separate unit of accounting when it has standalone value and there are no return rights or other contingencies present for the delivered elements. The Company allocates revenue to each element based on estimated selling price. Each of the Company’s client contracts, and the related services, is unique, with individual needs and criteria customized for each client. Each client engagement is scoped and priced separately and as such the Company is not able to establish vendor specific objective evidence of fair value for its services, nor is third-party evidence available to establish stand-alone selling prices. Accordingly the Company uses management’s best estimate of selling price for the deliverables. The Company establishes its estimates considering internal factors such as margin objectives, pricing practices and controls as well as market conditions such as competitor pricing strategies. | ||||||||||
Distribution services relate primarily to inventory management, product receiving, warehousing and fulfillment (i.e., picking, packing and shipping) and facilities and operations management. Service fee revenue for these activities is recognized as earned, which is either (i) on a per transaction basis or (ii) at the time of product fulfillment, which occurs at the completion of the distribution services. | ||||||||||
Order management/customer care services relate primarily to taking customer orders for the Company’s clients’ products. These services also entail addressing customer questions related to orders, as well as cross-selling/up-selling activities. Service fee revenue for this activity is recognized as the services are rendered. Fees charged to the client are on a per transaction basis based on either (i) a pre-determined fee per order or fee per telephone minutes incurred, (ii) a per dedicated agent fee, or (iii) are included in the product fulfillment service fees that are recognized on product shipment. | ||||||||||
Professional consulting and technology service revenues primarily relate to design, implementation, service and support of eCommerce platforms, website design and solutions and quality control for the Company’s clients. Additionally, the Company provides digital agency services that enable client marketing programs to attract new customers, convert buyers and increase website value. These fees are typically charged on either a per labor hour or transaction basis, a dedicated resource model, a fixed price arrangement, or a percent of merchandise shipped basis. Service fee revenue for this activity is generally recognized as the services are rendered. | ||||||||||
The Company performs front-end set-up and integration services to support client eCommerce platforms and websites. When the Company determines these front-end set-up and integration services do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received and the related costs, and recognizes them over the contract term which the Company believes approximates the performance period. When the Company determines these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, the Company uses the completed contract method to recognize revenues and costs if reasonable and reliable cost estimates for a project cannot be made. If reasonable and reliable costs estimates for a project can be made, the Company recognizes revenue over the contract term on a proportional performance basis, as determined by the relationship of actual costs incurred compared to the estimated total contract costs. | ||||||||||
The Company’s billings for reimbursement of out-of-pocket expenses, including travel and certain third-party vendor expenses such as shipping and handling costs and telecommunication charges, are included in pass-through revenue. The related reimbursable costs are reflected as cost of pass-through revenue. | ||||||||||
The Company’s cost of service fee revenue, representing the cost to provide the services described above, is recognized as incurred. Cost of service fee revenue also includes certain costs associated with technology collaboration and ongoing technology support that include maintenance, web hosting and other ongoing programming activities. These activities are primarily performed to support the distribution and order management/customer care services and are recognized as incurred. | ||||||||||
Accounts Receivable | ||||||||||
The Company recognizes revenue and records trade accounts receivable, pursuant to the methods described above, when collectability is reasonably assured. Collectability is evaluated in the aggregate and on an individual customer or client basis taking into consideration payment due date, historical payment trends, current financial position, results of independent credit evaluations and payment terms. Related reserves are determined by either using percentages applied to certain aged receivable categories based on historical results, reevaluated and adjusted as additional information is received, or a specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. | ||||||||||
Deferred Revenues and Deferred Costs | ||||||||||
The Company primarily performs its services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these set-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the contract term, which the Company believes approximates the performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. The following summarizes the deferred implementation revenues and costs, excluding technology and development costs that are included in property and equipment (in thousands): | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Deferred implementation revenues | ||||||||||
Current | $ | 9,098 | $ | 8,181 | ||||||
Non-Current | 5,355 | 7,491 | ||||||||
$ | 14,453 | $ | 15,672 | |||||||
Deferred implementation costs | ||||||||||
Current | $ | 3,309 | $ | 1,977 | ||||||
Non-Current | 1,279 | 1,780 | ||||||||
$ | 4,588 | $ | 3,757 | |||||||
Current and non-current deferred implementation costs, excluding technology and development costs, are a component of prepaid expenses and other current assets and other assets, respectively. | ||||||||||
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk | |||||||||
No product revenue customer or service fee client relationship represented more than 10% of the Company’s consolidated total net revenues during the years ended December 31, 2014 or 2013. One client exceeded 10% of the Company’s consolidated accounts receivable at December 31, 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. These arrangements include Supplies Distributors’ distributor agreements and certain of Supplies Distributors’ working capital financing agreements. The majority 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. | ||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||
Cash equivalents are defined as short-term highly liquid investments with original maturities, when acquired, of three months or less. At times, the Company has cash balances in bank accounts that exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses related to these cash concentrations. | ||||||||||
Other Receivables | Other Receivables | |||||||||
Other receivables include $3.6 million and $3.9 million as of December 31, 2014 and 2013, respectively, primarily for amounts due from Ricoh for costs incurred by the Company under the distributor agreements (see Note 7). In addition, other receivables include $1.3 million and $0.7 million as of December 31, 2014 and 2013, respectively, applicable to value added tax receivables. | ||||||||||
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 (see Note 7). In the event PFSweb, 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. | ||||||||||
Supplies Distributors’ inventories include merchandise in-transit that has not been received by the Company but that has been shipped and invoiced by Supplies Distributors’ vendors. The corresponding payable for inventories in-transit is included in accounts payable in the accompanying consolidated financial statements. | ||||||||||
The Company reviews inventory for impairment on a periodic basis, but at a minimum annually. Recoverability of the inventory on hand is measured by comparison of the carrying value of the inventory to the fair value of the inventory. The reserve for slow moving or excess inventory was $0.8 million and $1.0 million as of December 31, 2014 and 2013, respectively. | ||||||||||
Property and Equipment | Property and Equipment | |||||||||
The components of property and equipment as of December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||
December, 31 | Depreciable | |||||||||
2014 | 2013 | Life | ||||||||
Purchased and capitalized software costs | $ | 44,514 | $ | 39,829 | 2-7 years | |||||
Furniture and fixtures | 23,456 | 23,158 | 2-10 years | |||||||
Computer equipment | 12,184 | 11,050 | 3-5 years | |||||||
Leasehold improvements | 13,825 | 13,648 | 3-10 years | |||||||
Other | 1,144 | 2,520 | 3-5 years | |||||||
95,123 | 90,205 | |||||||||
Less-accumulated depreciation and amortization | (68,519 | ) | (63,015 | ) | ||||||
Property and equipment, net | $ | 26,604 | $ | 27,190 | ||||||
The Company makes judgments and estimates in conjunction with the carrying value of these assets, including amounts to be capitalized, depreciation and amortization methods and useful lives. Additionally, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company records impairment losses, if any, in the period in which the Company determines the carrying amount is not recoverable. Recoverability of any assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. This may require the Company to make judgments regarding long-term forecasts of future revenues and costs related to the assets subject to review. During 2014 and 2013, no impairment of property and equipment was identified or recorded. | ||||||||||
Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Capitalized implementation costs are depreciated over the respective client contract term, which the Company believes approximates the performance period. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the remaining lease term. Depreciation and amortization expense related to property and equipment, excluding capital leases, during 2014 and 2013 was $9.1 million and $7.6 million, respectively. | ||||||||||
The Company’s property held under capital leases amount to approximately $4.8 million and $4.0 million, net of accumulated amortization of approximately $4.0 million and $4.4 million, at December 31, 2014 and 2013, respectively. Depreciation and amortization expense related to capital leases during 2014 and 2013 was $2.5 million and $2.6 million, respectively. | ||||||||||
Long-Lived Assets | Long-Lived Assets | |||||||||
The Company reviews long-lived assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company reviews goodwill for an impairment at least annually. Long-lived assets include property, intangible assets, goodwill and certain other assets. Recoverability of assets is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined using appraisals, discounted cash flow analysis or similar valuation techniques. We make judgments and estimates in conjunction with the carrying value of these assets, including amounts to be capitalized, depreciation and amortization methods and useful lives. We record impairment losses in the period in which we determine that the carrying amount is not recoverable. This may require us to make judgments regarding long-term forecasts of our future revenues and costs related to the assets subject to review. | ||||||||||
Operating Leases | Operating Leases | |||||||||
The Company leases certain real estate for its warehouse, call center, sales, professional services 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, and classifies the difference between cash payments and rent expense recognized as deferred rent in the accompanying consolidated balance sheets. | ||||||||||
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions | |||||||||
For the Company’s Canadian, European and Indian operations, the local currency is the functional currency. Assets and liabilities are translated at exchange rates in effect at the end of the period, and income and expense items are translated at the average exchange rates on a monthly basis. | ||||||||||
The Company includes currency gains and losses on short-term intercompany advances in the determination of net income and loss. The Company reports gains and losses on intercompany foreign currency transactions that are of a long-term investment nature as a separate component of shareholders’ equity. | ||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||
The Company uses stock-based compensation, including stock options, deferred stock units and other stock-based awards to provide long-term performance incentives for its executives, key employees and non-employee directors. From the service inception date to the grant date, the Company recognizes compensation cost for all share-based payments based on the reporting date fair value of the award. After the grant date, compensation cost is measured based on the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis, net of estimated forfeitures, over the requisite service period of each award. The Company records compensation cost as a component of selling, general and administrative expenses in the consolidated statements of operations. | ||||||||||
The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model and estimates the compensation cost for certain of the awards that have a performance condition using a Monte-Carlo simulation. The estimated fair value for awards involves assumptions for expected dividend yield, stock price volatility, risk-free interest rates and the expected life of the award. | ||||||||||
Income Taxes | Income Taxes | |||||||||
For federal income tax purposes, tax years that remain subject to examination include years 2011 through 2014. However, the utilization of net operating loss (“NOL”) carryforwards that arose prior to 2011 remains subject to examination through the years such carryforwards are utilized. For Europe, tax years that remain subject to examination include years 2012 to 2014. However, the utilization of NOL carryforwards that arose prior to 2012 remain subject to examination through the years such carryforwards are utilized. For Canada, tax years that remain subject to examination include years 2006 to 2014, depending on the subsidiary. For state income tax purposes, the tax years that remain subject to examination include years 2010 to 2014, depending upon the jurisdiction in which the Company files tax returns. The Company and its subsidiaries have various income tax returns in the process of examination. The Company does not expect these examinations will result in unrecognized tax benefits. | ||||||||||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. | ||||||||||
The Company recognizes interest and penalties related to certain tax positions in income tax expense. | ||||||||||
Self Insurance | Self Insurance | |||||||||
The Company is self-insured in the U.S. for medical insurance benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred, but not reported (“IBNR”) claims. IBNR claims are estimated using historical lag information and other data provided by claims administrators. | ||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||
The carrying value of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, debt and capital lease obligations, approximate their fair values based on short terms to maturity or current market prices and interest rates. | ||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | |||||||||
Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments. | ||||||||||
Net Loss Per Common Share | Net Loss Per Common Share | |||||||||
Basic and diluted net loss per share are computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. The following equity awards (see Note 6) have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive: 1.6 million and 1.8 million stock options for the years ended December 31, 2014 and 2013, respectively; 0.6 million and 0.5 million performance shares for the years ended December 31, 2014 and 2013, respectively; and 41,000 deferred stock units for the year ended December 31, 2014. | ||||||||||
Cash Paid for Interest and Taxes During Year | Cash Paid For Interest and Taxes During Year | |||||||||
The Company made payments for interest of approximately $0.7 million in each of the years ended December 31, 2014 and 2013 (see Notes 4 and 5). Income tax payments of approximately $0.7 million and $0.5 million were made during each of the years ended December 31, 2014 and 2013, respectively (see Note 9). | ||||||||||
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards | |||||||||
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 is applicable for fiscal years beginning after December 15, 2016, including interim periods therein, and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements and related disclosures. |
Acquisition_of_REV_Tables
Acquisition of REV (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Business Combinations [Abstract] | |||||||||||||||
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): | ||||||||||||||
Cash and cash equivalents | $ | 765 | |||||||||||||
Accounts receivable | 1,753 | ||||||||||||||
Property and equipment | 289 | ||||||||||||||
Identifiable intangibles | 1,019 | ||||||||||||||
Other assets | 16 | ||||||||||||||
Total assets acquired | 3,842 | ||||||||||||||
Total liabilities assumed | 655 | ||||||||||||||
Net assets acquired | 3,187 | ||||||||||||||
Total purchase price | 5,943 | ||||||||||||||
Goodwill | $ | 2,756 | |||||||||||||
The following table summarizes the preliminary unaudited, estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): | |||||||||||||||
Cash | $ | 30 | |||||||||||||
Accounts receivable, net | 1,299 | ||||||||||||||
Property and equipment | 253 | ||||||||||||||
Identifiable intangibles | 1,290 | ||||||||||||||
Other assets | 28 | ||||||||||||||
Total assets acquired | 2,900 | ||||||||||||||
Total liabilities assumed | 1,617 | ||||||||||||||
Net assets acquired | 1,283 | ||||||||||||||
Total purchase price | 6,893 | ||||||||||||||
Goodwill | $ | 5,610 | |||||||||||||
Schedule of Purchase Price for REV | Purchase price for REV is as follows (in thousands): | ||||||||||||||
Aggregate cash payments | $ | 3,161 | |||||||||||||
Performance-based contingent payments | 2,782 | ||||||||||||||
Total purchase price | $ | 5,943 | |||||||||||||
Purchase price for LAL is as follows (in thousands, except share data): | |||||||||||||||
Number of shares of common stock issued | 54,604 | ||||||||||||||
Multiplied by PFSweb Inc.'s stock price | $ | 9.96 | |||||||||||||
Share consideration | $ | 544 | |||||||||||||
Aggregate cash payments | 4,000 | ||||||||||||||
Performance-based contingent payments | 2,349 | ||||||||||||||
Total purchase price | $ | 6,893 | |||||||||||||
Schedule of Definite-Lived Intangible Assets Acquired in the REV | Definite lived intangible assets acquired in the REV acquisition consist of (in thousands): | ||||||||||||||
31-Dec-14 | Estimated | ||||||||||||||
Fair Value | Accumulated | Net Carrying | Useful Life | ||||||||||||
at Acquisition | Amortization | Value | from Acquisition | ||||||||||||
Non-compete agreements | $ | 94 | $ | (15 | ) | $ | 79 | 1-3.5 years | |||||||
Leasehold | 45 | (6 | ) | 39 | 2.5 years | ||||||||||
Customer relationships | 880 | (49 | ) | 831 | 6 years | ||||||||||
Total definite lived intangible assets | $ | 1,019 | $ | (70 | ) | $ | 949 | ||||||||
Definite lived intangible assets acquired in the LAL acquisition consist of (in thousands): | |||||||||||||||
31-Dec-14 | Estimated | ||||||||||||||
Fair Value | Accumulated | Net Carrying | Useful Life | ||||||||||||
at Acquisition | Amortization | Value | from Acquisition | ||||||||||||
Non-compete agreements | $ | 150 | $ | (11 | ) | $ | 139 | 3.5 years | |||||||
Trade name | 150 | (16 | ) | 134 | 2.25 years | ||||||||||
Customer relationships | 990 | (42 | ) | 948 | 6 years | ||||||||||
Total definite lived intangible assets | $ | 1,290 | $ | (69 | ) | $ | 1,221 | ||||||||
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years is as follows (in thousands): | ||||||||||||||
2015 | $ | 475 | |||||||||||||
2016 | 459 | ||||||||||||||
2017 | 409 | ||||||||||||||
2018 | 320 | ||||||||||||||
2019 | 312 | ||||||||||||||
Schedule of Pro Forma Information for Comparative Purposes Assuming Acquisition of REV and LAL | The following table presents selected pro forma information, for comparative purposes, assuming the acquisitions of REV and LAL had occurred on January 1, 2013 (unaudited) (in thousands, except per share amounts): | ||||||||||||||
Year Ended | |||||||||||||||
December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Total revenues | $ | 258,450 | $ | 254,691 | |||||||||||
Net loss | (2,281 | ) | (5,284 | ) | |||||||||||
Basic and diluted net loss per share | (0.14 | ) | (0.35 | ) | |||||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Summary of Deferred Implementation Revenues and Costs | The Company primarily performs its services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these set-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the contract term, which the Company believes approximates the performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. The following summarizes the deferred implementation revenues and costs, excluding technology and development costs that are included in property and equipment (in thousands): | |||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Deferred implementation revenues | ||||||||||
Current | $ | 9,098 | $ | 8,181 | ||||||
Non-Current | 5,355 | 7,491 | ||||||||
$ | 14,453 | $ | 15,672 | |||||||
Deferred implementation costs | ||||||||||
Current | $ | 3,309 | $ | 1,977 | ||||||
Non-Current | 1,279 | 1,780 | ||||||||
$ | 4,588 | $ | 3,757 | |||||||
Summary of Property Plant and Equipment | The components of property and equipment as of December 31, 2014 and 2013 are as follows (in thousands): | |||||||||
December, 31 | Depreciable | |||||||||
2014 | 2013 | Life | ||||||||
Purchased and capitalized software costs | $ | 44,514 | $ | 39,829 | 2-7 years | |||||
Furniture and fixtures | 23,456 | 23,158 | 2-10 years | |||||||
Computer equipment | 12,184 | 11,050 | 3-5 years | |||||||
Leasehold improvements | 13,825 | 13,648 | 3-10 years | |||||||
Other | 1,144 | 2,520 | 3-5 years | |||||||
95,123 | 90,205 | |||||||||
Less-accumulated depreciation and amortization | (68,519 | ) | (63,015 | ) | ||||||
Property and equipment, net | $ | 26,604 | $ | 27,190 | ||||||
Debt_and_Capital_Lease_Obligat1
Debt and Capital Lease Obligations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Summary of Outstanding Debt and Capital Lease Obligations | Outstanding debt and capital lease obligations consist of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Loan and security agreements | ||||||||
Supplies Distributors | $ | 3,267 | $ | 3,776 | ||||
PFS | 1,890 | 1,473 | ||||||
Master lease agreements | 5,589 | 4,973 | ||||||
Other | 166 | 885 | ||||||
Total | 10,912 | 11,107 | ||||||
Less current portion of long-term debt | 6,850 | 8,231 | ||||||
Long-term debt, less current portion | $ | 4,062 | $ | 2,876 | ||||
Schedule of Aggregate Maturities of Debt | The Company’s aggregate maturities of debt subsequent to December 31, 2014 are as follows (in thousands): | |||||||
Year ended December 31, | ||||||||
2014 | $ | 4,850 | ||||||
2015 | 1,085 | |||||||
2016 | 223 | |||||||
Thereafter | — | |||||||
Total | $ | 6,158 | ||||||
Schedule of Future Minimum Lease Payments Under Capital Leases | The following is a schedule of the Company’s future minimum lease payments under the capital leases, together with the present value of the net minimum lease payments as of December 31, 2014 (in thousands): | |||||||
Year ended December 31, | ||||||||
2014 | $ | 2,186 | ||||||
2015 | 1,524 | |||||||
2016 | 966 | |||||||
2017 | 401 | |||||||
2018 | 14 | |||||||
Thereafter | — | |||||||
Total minimum lease payments | $ | 5,091 | ||||||
Less amount representing interest at rates ranging from 4.75% to 6.68% | (337 | ) | ||||||
Present value of net minimum lease payments | 4,754 | |||||||
Less: Current portion | (2,000 | ) | ||||||
Long-term capital lease obligations | $ | 2,754 | ||||||
Stock_and_Stock_Options_Tables
Stock and Stock Options (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||||||
Summary of Stock Option Activity Under the Stock Option Plans | The following table summarizes stock option activity under the Plans: | |||||||||||||||||
Weighted | ||||||||||||||||||
Average | ||||||||||||||||||
Weighted | Remaining | Aggregate | ||||||||||||||||
Average | Contractual | Intrinsic | ||||||||||||||||
Exercise | Life (in | Value (in | ||||||||||||||||
Shares | Price Per Share | Price | years) | millions) | ||||||||||||||
Outstanding, December 31, 2013 | 1,818,592 | $1.01 - $13.91 | $ | 4.9 | ||||||||||||||
Granted | 182,500 | $7.44 - $11.19 | $ | 9.07 | ||||||||||||||
Exercised | (351,441 | ) | $1.01 - $8.65 | $ | 4.64 | |||||||||||||
Canceled | (46,793 | ) | $2.72 - $13.91 | $ | 6.97 | |||||||||||||
Outstanding, December 31, 2014 | 1,602,858 | $1.01 - $12.08 | $ | 5.36 | ||||||||||||||
Exercisable, December 31, 2014 | 1,306,688 | $1.01 - $12.08 | $ | 4.88 | 5.3 | $ | 10.2 | |||||||||||
Exercisable and expected to vest, December 31, 2014 | 1,558,688 | $1.01 - $12.08 | $ | 5.28 | 5.9 | $ | 11.5 | |||||||||||
Schedule of Expected Life of the Stock Based Award and Stock Price Volatility | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants of options under the Plans: | |||||||||||||||||
Year Ended | ||||||||||||||||||
December 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Expected dividend yield | — | — | ||||||||||||||||
Expected stock price volatility | 73% - 80% | 80% - 82% | ||||||||||||||||
Weighted average stock price volatility | 79% | 82% | ||||||||||||||||
Risk-free interest rate | 1.3% - 2.0% | 1.0% - 2.1% | ||||||||||||||||
Expected life of options (years) | 6 | 6 | ||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Consolidated Income (Loss) From Continuing Operations before Income Taxes, By Domestic and Foreign Entities | The consolidated income (loss) from continuing operations before income taxes, by domestic and foreign entities, is as follows (in thousands): | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Domestic | $ | (5,947 | ) | $ | (6,043 | ) | ||
Foreign | 1,268 | 691 | ||||||
Total | $ | (4,679 | ) | $ | (5,352 | ) | ||
Reconciliation of the Difference between Expected Income Tax Expense from Continuing Operations | A reconciliation of the difference between the expected income tax expense from continuing operations at the U.S. federal statutory corporate tax rate of 34%, and the Company’s effective tax rate is as follows (in thousands): | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Income tax benefit computed at statutory rate | $ | (1,591 | ) | $ | (1,820 | ) | ||
Foreign dividends received | 243 | 45 | ||||||
Items not deductible for tax purposes | 244 | 41 | ||||||
Change in valuation allowance | 911 | 1,654 | ||||||
Change in valuation reserve related to business combination adjustments | (979 | ) | — | |||||
State taxes | 438 | 367 | ||||||
Foreign exchange rate difference | 155 | 104 | ||||||
Net operating loss adjustments | 634 | (220 | ) | |||||
Prior year return-to-provision true-up | (131 | ) | 567 | |||||
Other | 23 | (199 | ) | |||||
Provision for income taxes | $ | (53 | ) | $ | 539 | |||
Summary of Current and Deferred Income Tax Expense (Benefit) | Current and deferred income tax expense (benefit) is summarized as follows (in thousands): | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current | ||||||||
State | $ | 460 | $ | 406 | ||||
Foreign | 328 | 104 | ||||||
Total Current | 788 | 510 | ||||||
Deferred | ||||||||
Domestic | (979 | ) | — | |||||
State | 48 | (107 | ) | |||||
Foreign | 90 | 136 | ||||||
Total Deferred | (841 | ) | 29 | |||||
Provision for income taxes | $ | (53 | ) | $ | 539 | |||
Components of the Deferred Tax Asset (Liability) | The components of the deferred tax asset (liability) are as follows (in thousands): | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Allowance for doubtful accounts | $ | 643 | $ | 616 | ||||
Inventory reserve | 255 | 347 | ||||||
Property and equipment | 46 | — | ||||||
Accrued expenses | 1,419 | 2,104 | ||||||
Net operating loss carryforwards | 21,588 | 20,893 | ||||||
Other | 3,400 | 4,192 | ||||||
27,351 | 28,152 | |||||||
Less - Valuation allowance | 26,500 | 26,568 | ||||||
Total deferred tax asset | 851 | 1,584 | ||||||
Deferred tax liabilities: | ||||||||
Property and equipment | — | (931 | ) | |||||
Other | (303 | ) | — | |||||
Total deferred tax liabilities | (303 | ) | (931 | ) | ||||
Deferred tax assets, net | $ | 548 | $ | 653 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Minimum Future Annual Rental Payments Under Non-cancelable Operating Leases | Minimum future annual rental payments under non-cancelable operating leases having original terms in excess of one year are as follows (in thousands): | |||
Operating | ||||
Lease | ||||
Payments | ||||
Year ended December 31, | ||||
2015 | $ | 7,644 | ||
2016 | 7,287 | |||
2017 | 6,185 | |||
2018 | 4,872 | |||
2019 | 4,335 | |||
Thereafter | 14,243 | |||
Total | $ | 44,566 | ||
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ||||||||
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 a global provider of various infrastructure, technology and digital agency 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. | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Revenues (in thousands): | ||||||||
PFSweb | $ | 171,508 | $ | 152,338 | ||||
Business and Retail Connect | 91,234 | 100,960 | ||||||
Eliminations | (15,694 | ) | (11,695 | ) | ||||
$ | 247,048 | $ | 241,603 | |||||
Income (loss) from operations (in thousands): | ||||||||
PFSweb | $ | (5,951 | ) | $ | (5,859 | ) | ||
Business and Retail Connect | 2,085 | 1,186 | ||||||
$ | (3,866 | ) | $ | (4,673 | ) | |||
Depreciation and amortization (in thousands): | ||||||||
PFSweb | $ | 11,620 | $ | 10,051 | ||||
Business and Retail Connect | 55 | 159 | ||||||
$ | 11,675 | $ | 10,210 | |||||
Capital expenditures (in thousands): | ||||||||
PFSweb | $ | 5,445 | $ | 7,876 | ||||
Business and Retail Connect | — | 95 | ||||||
$ | 5,445 | $ | 7,971 | |||||
December 31, | ||||||||
2014 | 2013 | |||||||
Assets (in thousands): | ||||||||
PFSweb | $ | 104,372 | $ | 98,745 | ||||
Business and Retail Connect | 47,682 | 47,116 | ||||||
Eliminations | (11,308 | ) | (13,825 | ) | ||||
$ | 140,746 | $ | 132,036 | |||||
Schedule of Revenue Based on Geographic Area | Geographic areas in which the Company operates include the United States, Europe (primarily Belgium), Canada and India. The following is geographic information by area. Revenues are attributed based on the Company’s domicile. | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Revenues (in thousands): | ||||||||
United States | $ | 197,709 | $ | 192,522 | ||||
Europe | 43,291 | 44,770 | ||||||
Canada | 7,222 | 5,988 | ||||||
India | 641 | — | ||||||
Inter-segment Eliminations | (1,815 | ) | (1,677 | ) | ||||
$ | 247,048 | $ | 241,603 | |||||
Other long-lived assets (in thousands): | ||||||||
United States | $ | 35,069 | $ | 25,549 | ||||
Europe | 2,825 | 4,168 | ||||||
Canada | 350 | 356 | ||||||
India | 1,452 | — | ||||||
$ | 39,696 | $ | 30,073 | |||||
Acquisition_of_REV_Additional_
Acquisition of REV - Additional Information (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Sep. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Amortization expenses | $100,000 | |||
REV | ||||
Business Acquisition [Line Items] | ||||
Consideration paid | 2,600,000 | 600,000 | 3,161,000 | |
Business combination, liabilities recognized | 2,900,000 | |||
Total goodwill | 2,756,000 | |||
Residual value for intangible assets | 0 | 0 | 0 | |
REV | Current Liabilities | ||||
Business Acquisition [Line Items] | ||||
Business combination, liabilities recognized | 1,400,000 | |||
2014 Earn-out Payments | REV | ||||
Business Acquisition [Line Items] | ||||
Earn-out payments, minimum | 1,400,000 | |||
Earn-out payments, maximum | 3,250,000 | |||
Earn-out payable in common stock | 200,000 | |||
2015 Earn-out Payments | REV | ||||
Business Acquisition [Line Items] | ||||
Earn-out payable in common stock | $300,000 |
Acquisition_of_REV_Summary_of_
Acquisition of REV - Summary of the Estimated Fair Value of the Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 03, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
Goodwill | $8,366 | |
REV | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 765 | |
Accounts receivable | 1,753 | |
Property and equipment | 289 | |
Identifiable intangibles | 1,019 | |
Other assets | 16 | |
Total assets acquired | 3,842 | |
Total liabilities assumed | 655 | |
Net assets acquired | 3,187 | |
Total purchase price | 5,943 | 5,943 |
Goodwill | $2,756 |
Acquisition_of_REV_Schedule_of
Acquisition of REV - Schedule of Purchase Price for REV (Details) (REV, USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2014 |
REV | |||
Business Acquisition [Line Items] | |||
Consideration paid | $2,600 | $600 | $3,161 |
Performance-based contingent payments | 2,782 | ||
Total purchase price | $5,943 | $5,943 |
Acquisition_of_REV_Acquisition
Acquisition of REV - Acquisition Definite Lived Intangible Assets (Details) (REV, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 1,019 |
Accumulated Amortization | -70 |
Net Carrying Value | 949 |
Noncompete Agreements [Member] | Minimum | |
Business Acquisition [Line Items] | |
Estimated | 1 year |
Noncompete Agreements [Member] | Maximum | |
Business Acquisition [Line Items] | |
Estimated | 3 years 6 months |
Noncompete Agreements [Member] | Useful life of 1 to 3.5 Years | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 94 |
Accumulated Amortization | -15 |
Net Carrying Value | 79 |
Lease Agreements [Member] | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 45 |
Accumulated Amortization | -6 |
Net Carrying Value | 39 |
Estimated | 2 years 6 months |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 880 |
Accumulated Amortization | -49 |
Net Carrying Value | 831 |
Estimated | 6 years |
Acquisition_of_LAL_Acquisition
Acquisition of LAL - Acquisition Definite Lived Intangible Assets (Details) (LAL, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $1,019 |
Accumulated Amortization | -70 |
Net Carrying Value | 949 |
Noncompete Agreements [Member] | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 94 |
Accumulated Amortization | -15 |
Net Carrying Value | 79 |
Estimated | 3 years 6 months |
Lease Agreements [Member] | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 45 |
Accumulated Amortization | -6 |
Net Carrying Value | 39 |
Estimated | 2 years 3 months |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 880 |
Accumulated Amortization | -49 |
Net Carrying Value | $831 |
Estimated | 6 years |
Acquisition_of_LAL_Additional_
Acquisition of LAL - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 22, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||
Common stock, shares issued | 17,047,093 | 17,047,093 | 16,540,904 | |
LAL | ||||
Business Acquisition [Line Items] | ||||
Consideration paid | $4,000,000 | $4,000,000 | ||
Common stock, shares issued | 54,604 | 54,604 | 54,604 | |
Share consideration | 544,000 | 544,000 | ||
Business combination, liabilities recognized | 2,500,000 | |||
Total goodwill | 5,600,000 | |||
Residual value for intangible assets | 0 | 0 | ||
LAL | Current Liabilities | ||||
Business Acquisition [Line Items] | ||||
Business combination, liabilities recognized | 1,000,000 | |||
LAL | 2015 Earn-out Payments | ||||
Business Acquisition [Line Items] | ||||
Earn-out payments, minimum | 0 | |||
Earn-out payments, maximum | $3,000,000 | |||
LAL | 2015 Earn-out Payments | Maximum | ||||
Business Acquisition [Line Items] | ||||
Percentage of common stock Issuable | 25.00% |
Acquisition_of_LAL_Schedule_of
Acquisition of LAL - Schedule of Purchase price Allocation for Acquisition (Details) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 22, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
Goodwill | $8,366 | |
LAL | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 30 | |
Accounts receivable | 1,299 | |
Property and equipment | 253 | |
Identifiable intangibles | 1,290 | |
Other assets | 28 | |
Total assets acquired | 2,900 | |
Total liabilities assumed | 1,617 | |
Net assets acquired | 1,283 | |
Total purchase price | 6,893 | 6,893 |
Goodwill | $5,610 |
Acquisition_of_LAL_Schedule_of1
Acquisition of LAL - Schedule of Estimated Purchase Price (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 22, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Number of shares of common stock issued | 17,047,093 | 16,540,904 | |
LAL | |||
Business Acquisition [Line Items] | |||
Number of shares of common stock issued | 54,604 | 54,604 | |
Multiplied by PFSweb Inc.'s stock price | $9.96 | ||
Share consideration | $544 | $544 | |
Consideration paid | 4,000 | 4,000 | |
Performance-based contingent payments | 2,349 | ||
Total purchase price | $6,893 | $6,893 |
Acquisition_of_REV_Summary_of_1
Acquisition of REV - Summary of Estimated Amortization Expenses (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Business Combinations [Abstract] | |
2015 | $475 |
2016 | 459 |
2017 | 409 |
2018 | 320 |
2019 | $312 |
Acquisition_of_REV_and_LAL_Sch
Acquisition of REV and LAL - Schedule of Pro Forma Information for Comparative Purpose Assuming Acquisition (Details) (R E V Solutions Inc And Live Area Labs Incorporated, USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
R E V Solutions Inc And Live Area Labs Incorporated | ||
Business Acquisition [Line Items] | ||
Total revenues | $258,450 | $254,691 |
Net loss | ($2,281) | ($5,284) |
Basic and diluted net loss per share | ($0.14) | ($0.35) |
Acquisition_of_REV_and_LAL_Add
Acquisition of REV and LAL - Additional Information (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Business Combinations [Abstract] | |
Total acquisition related costs | $1.70 |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer | |||
Significant Accounting Policies [Line Items] | |||
Subordinated note outstanding | $2,500,000 | $3,500,000 | |
Other receivables | 5,638,000 | 5,241,000 | |
Addition to other receivables | 1,300,000 | 700,000 | |
Allowance for slow moving or excess inventory | 800,000 | 1,000,000 | |
Impairment charges on property plant and equipment | 0 | 0 | |
Depreciation and amortization | 11,675,000 | 10,210,000 | |
Capital leases | 4,800,000 | 4,000,000 | |
Accumulated amortization | 4,000,000 | 4,400,000 | |
Maximum life of current operating leases | expire at various dates through 2024 | ||
Payments for interest | 700,000 | 700,000 | |
Income taxes | 700,000 | 500,000 | |
Stock Options | |||
Significant Accounting Policies [Line Items] | |||
Equity awards excluded from calculation of diluted net loss per share | 1,600,000 | 1,800,000 | |
Performance Shares | |||
Significant Accounting Policies [Line Items] | |||
Equity awards excluded from calculation of diluted net loss per share | 600,000 | 500,000 | |
Deferred Stock Units | |||
Significant Accounting Policies [Line Items] | |||
Equity awards excluded from calculation of diluted net loss per share | 41,000 | ||
Property And Equipment Excluding Capital Leases | |||
Significant Accounting Policies [Line Items] | |||
Depreciation and amortization | 9,100,000 | 7,600,000 | |
Assets Held Under Capital Leases | |||
Significant Accounting Policies [Line Items] | |||
Depreciation and amortization | 2,500,000 | 2,600,000 | |
Sales revenue, Product Line and Services | |||
Significant Accounting Policies [Line Items] | |||
Number of customers representing more than 10% of consolidated total net revenues or account receivable | 1 | 0 | |
Customer Concentration Risk | Accounts Receivable | |||
Significant Accounting Policies [Line Items] | |||
Revenue Percentage | 10.00% | ||
Ricoh | |||
Significant Accounting Policies [Line Items] | |||
Other receivables | 3,600,000 | 3,900,000 | |
PFS | LAL | |||
Significant Accounting Policies [Line Items] | |||
Advances to retail connect | 400,000 | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Debt instrument covenant subordinated debt limit | 5,000,000 | ||
Maximum | Sales Revenue Product Line | |||
Significant Accounting Policies [Line Items] | |||
Revenue Percentage | 10.00% | 10.00% | |
Maximum | Sales Revenue, Services, Net | |||
Significant Accounting Policies [Line Items] | |||
Revenue Percentage | 10.00% | 10.00% | |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Subordinated note outstanding | $2,500,000 |
Significant_Accounting_Policie4
Significant Accounting Policies - Summary of Deferred Implementation Revenues and Costs (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred implementation revenues | ||
Current | $9,098 | $8,181 |
Non-Current | 5,355 | 7,491 |
Deferred Revenue, Total | 14,453 | 15,672 |
Deferred implementation costs | ||
Current | 3,309 | 1,977 |
Non-Current | 1,279 | 1,780 |
Deferred Costs, Total | $4,588 | $3,757 |
Significant_Accounting_Policie5
Significant Accounting Policies - Summary of Property and Equipment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of property and equipment | ||
Property and equipment, gross | 95,123 | $90,205 |
Less-accumulated depreciation and amortization | -68,519 | -63,015 |
Property and equipment, net | 26,604 | 27,190 |
Purchased and capitalized software costs | ||
Summary of property and equipment | ||
Property and equipment, gross | 44,514 | 39,829 |
Purchased and capitalized software costs | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 2 years | |
Purchased and capitalized software costs | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 7 years | |
Furniture and fixtures | ||
Summary of property and equipment | ||
Property and equipment, gross | 23,456 | 23,158 |
Furniture and fixtures | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 2 years | |
Furniture and fixtures | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 10 years | |
Computer equipment | ||
Summary of property and equipment | ||
Property and equipment, gross | 12,184 | 11,050 |
Computer equipment | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 3 years | |
Computer equipment | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 5 years | |
Leasehold improvements | ||
Summary of property and equipment | ||
Property and equipment, gross | 13,825 | 13,648 |
Leasehold improvements | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 3 years | |
Leasehold improvements | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 10 years | |
Other | ||
Summary of property and equipment | ||
Property and equipment, gross | 1,144 | $2,520 |
Other | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 3 years | |
Other | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 5 years |
Vendor_Financing_Additional_In
Vendor Financing - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | $2,500,000 | $3,500,000 |
Minimum | ||
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | 2,500,000 | |
United States | IBM Credit LLC | Supplies Distributors | ||
Line Of Credit Facility [Line Items] | ||
Maximum financing receivable capacity through agreement thereafter | 15,000,000 | |
Notice period time to exit from the agreement | The agreement has no stated maturity date and provides either party the ability to exit the facility following a 90-day notice. | |
Outstanding borrowing | 8,400,000 | 9,800,000 |
Available credit | 1,900,000 | |
Minimum shareholders' equity required to maintain | 18,000,000 | |
Interest rate on outstanding borrowings | 3.75% | 3.75% |
United States | IBM Credit LLC | Supplies Distributors | Minimum | ||
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | $2,500,000 | |
United States | IBM Credit LLC | Supplies Distributors | Prime Rate | ||
Line Of Credit Facility [Line Items] | ||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 0.50% |
Debt_and_Capital_Lease_Obligat2
Debt and Capital Lease Obligations - Summary of Outstanding Debt and Capital Lease Obligations (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Loan and security agreements | $6,158 | |
Master lease agreements | 5,589 | 4,973 |
Other | 166 | 885 |
Debt and capital lease obligation | 10,912 | 11,107 |
Current portion of long-term debt and capital lease obligations | 6,850 | 8,231 |
Long-term debt, less current portion | 4,062 | 2,876 |
Supplies Distributors | ||
Debt Instrument [Line Items] | ||
Loan and security agreements | 3,267 | 3,776 |
PFS | ||
Debt Instrument [Line Items] | ||
Loan and security agreements | $1,890 | $1,473 |
Debt_and_Capital_Lease_Obligat3
Debt and Capital Lease Obligations - Loan and Security Agreement - Supplies Distributors - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt and Capital Lease Obligations [Abstract] | ||
Subordinated note outstanding | $2,500,000 | 3,500,000 |
Minimum | ||
Debt and Capital Lease Obligations [Abstract] | ||
Subordinated note outstanding | 2,500,000 | |
Wells Fargo | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Maximum limit of loans and security agreement | 12,000,000 | |
Credit facility available under Loans and Security Agreement | 3,200,000 | |
Maturity date of Loan and Security Agreement | 1-Mar-16 | |
Cash held at bank | 400,000 | 100,000 |
Wells Fargo | 1.0 Million Outstanding Borrowings | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Interest rate on outstanding borrowings | 3.00% | |
Outstanding borrowing | 1,000,000 | |
Wells Fargo | Three Point Seven Five Percentage Outstanding Borrowings | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Interest rate on outstanding borrowings | 3.75% | 3.75% |
Outstanding borrowing | 2,300,000 | |
Wells Fargo | Minimum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Interest rate on outstanding borrowings | 3.00% | |
Subordinated note outstanding | 2,500,000 | |
Wells Fargo | Maximum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Maximum limit of restricted cash | $5,000,000 | |
Wells Fargo | Prime Rate | Minimum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 0.25% | |
Wells Fargo | Prime Rate | Maximum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 0.75% | |
Wells Fargo | Eurodollar | Minimum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 2.50% | |
Wells Fargo | Eurodollar | Maximum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 3.00% |
Debt_and_Capital_Lease_Obligat4
Debt and Capital Lease Obligations - Loan and Security Agreement - PFS - Additional Information (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | 2.5 | 3.5 |
PFS | PFS | ||
Line Of Credit Facility [Line Items] | ||
Tangible net worth | 20 | |
Working Capital Advances | PFS | PFS | ||
Line Of Credit Facility [Line Items] | ||
Maximum limit of loans and security agreement | 20 | |
Working Capital Advances and Equipment Advances interest at prime rate plus, Stated percentage | 4.25% | 5.25% |
Credit facility available under Loans and Security Agreement | 19.9 | |
Working Capital Non-seasonal Advances | PFS | PFS | ||
Line Of Credit Facility [Line Items] | ||
Maximum limit of loans and security agreement | 17 | |
Equipment Advances | PFS | PFS | ||
Line Of Credit Facility [Line Items] | ||
Maximum limit of loans and security agreement | 2 | |
Working Capital Advances and Equipment Advances interest at prime rate plus, Stated percentage | 4.75% | 5.50% |
Credit facility available under Loans and Security Agreement | 0.4 | |
Equipment Advances maturity date | 15-Sep-17 | |
Prime Rate | Working Capital Advances | PFS | PFS | ||
Line Of Credit Facility [Line Items] | ||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 1.00% | 2.00% |
Prime Rate | Equipment Advances | PFS | PFS | ||
Line Of Credit Facility [Line Items] | ||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 1.50% | 2.25% |
Maximum | PFS | PFS | ||
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | 5 |
Debt_and_Capital_Lease_Obligat5
Debt and Capital Lease Obligations - Factoring Agreement - Additional Information (Details) (BNP Paribas Fortis Factor) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 |
USD ($) | EUR (€) | USD ($) | Euribor Plus | Pre Euribor | |
Line Of Credit Facility [Line Items] | |||||
Maximum limit of loans and security agreement | $9,100,000 | € 7,500,000 | |||
Outstanding borrowing | 0 | 0 | |||
Credit facility available under Loans and Security Agreement | $600,000 | € 500,000 | |||
Factoring interest at Euribor plus, effective percentage | 0.70% | ||||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 0.70% |
Debt_and_Capital_Lease_Obligat6
Debt and Capital Lease Obligations - Debt Covenants - Additional Information (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Restricted assets | $23.20 | $26.90 |
Debt_and_Capital_Lease_Obligat7
Debt and Capital Lease Obligations - Master Lease Agreements - Additional Information (Details) (Lease Agreements [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Line Of Credit Facility [Line Items] | |
Loans and lease agreement term | 3 years |
Maximum | |
Line Of Credit Facility [Line Items] | |
Loans and lease agreement term | 5 years |
Debt_and_Capital_Lease_Obligat8
Debt and Capital Lease Obligations - Schedule of Aggregate Maturities of Debt (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Schedule of aggregate maturities of debt | |
2014 | $4,850 |
2015 | 1,085 |
2016 | 223 |
Total | $6,158 |
Debt_and_Capital_Lease_Obligat9
Debt and Capital Lease Obligations - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Schedule of future minimum lease payments under the capital leases | |
2014 | $2,186 |
2015 | 1,524 |
2016 | 966 |
2017 | 401 |
2018 | 14 |
Total minimum lease payments | 5,091 |
Less amount representing interest at rates ranging from 4.75% to 6.68% | -337 |
Present value of net minimum lease payments | 4,754 |
Less: Current portion | -2,000 |
Long-term capital lease obligations | $2,754 |
Recovered_Sheet1
Debt and Capital Lease Obligations - Schedule of Future Minimum Lease Payments Under Capital Leases (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Interest rate, minimum | 4.75% |
Interest rate, maximum | 6.68% |
Stock_and_Stock_Options_Additi
Stock and Stock Options - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, par value | 0.001 | 0.001 | |
Preferred stock at exercise price | 67 | ||
Percentage of outstanding shares of common stock | 23.00% | ||
Rights expiration date | 6-Jul-15 | ||
Total unrecognized compensation costs | 2,400,000 | ||
Weighted average period | 2 years | ||
Reduction of shares available for grant | 1.22 | ||
Stock options and stock option plans vesting terms period, each quarter | 8.33% | ||
Total intrinsic value of options and non-plan Options exercised | 1,800,000 | ||
Common stock, shares issued | 17,047,093 | 16,540,904 | |
Board of Directors Chairman | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock issued during period | 25,000 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms, Description | The rights to purchase shares under employee stock option agreements issued under the Plans typically vest over a three-year period, one-twelfth each quarter. | ||
Stock options and stock option plans vesting terms period | 3 years | ||
Stock options exercised within period | 10 years | ||
Performance Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate intrinsic value vested | 1,900,000 | ||
Aggregate intrinsic value nonvested | 3,600,000 | ||
2014 Performance Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance shares issued | 0 | ||
2013 Performance Shares Annual Performance Market Condition | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Estimated fair value - annual performance | 5.29 | ||
2013 Performance Shares Annual Performance Market Condition | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Estimated fair value - annual performance | 9.07 | ||
2013 Performance Shares Cumulative Performance Market Condition | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Estimated fair value | 7.34 | ||
2013 Performance Shares Cumulative Performance Market Condition | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Estimated fair value | 9.07 | ||
2013 Performance Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Assumption of risk free interest rate | 0.80% | ||
Assumption of expected volatility rate | 52.60% | ||
DSU Award | Board of Directors Chairman | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, shares issued | 41,000 | ||
General and Administrative Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 3,100,000 | 2,600,000 | |
Employee Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding stock options authorized for issuance | 4,942,341 | ||
Future grants under the Stock Option Plans | 1,537,957 | ||
Reduction of shares available for grant | 1 | ||
Weighted average fair value per share of options granted | 6.22 | 3.72 | |
2014 Award Plan | Performance Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period | 4 years | ||
Stock option issued | 598,000 | ||
2014 Award Plan | Performance Shares | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period, each quarter | 0.00% | ||
2014 Award Plan | Performance Shares | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period, each quarter | 100.00% | ||
Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Issuance of common stock, Shares | 451,585 | 3,728,518 | |
Common stock, par value | $0.00 | ||
Net proceeds from issuance of private placement | $14,100,000 | ||
Common Stock | Private Placement | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Issuance of common stock, Shares | 3,200,000 | ||
Share price of common stock sold | $4.57 |
Stock_and_Stock_Options_Summar
Stock and Stock Options - Summary of Stock Option Activity Under the Stock Option Plans (Details) (USD $) | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Shares, Beginning balance | 1,818,592 |
Shares, Granted | 182,500 |
Shares, Exercised | -351,441 |
Shares, Canceled | -46,793 |
Outstanding Shares, Ending balance | 1,602,858 |
Shares, Exercisable | 1,306,688 |
Shares, Exercisable and expected to vest | 1,558,688 |
Weighted Average Exercise Price, Outstanding Beginning balance | $4.90 |
Weighted Average Exercise Price, Granted | $9.07 |
Weighted Average Exercise Price, Exercised | $4.64 |
Weighted Average Exercise Price, Canceled | $6.97 |
Weighted Average Exercise Price, Outstanding Ending balance | $5.36 |
Weighted Average Exercise Price, Exercisable | $4.88 |
Weighted Average Exercise Price, Exercisable and expected to vest | $5.28 |
Weighted Average Remaining Contractual Life, Exercisable | 5 years 3 months 18 days |
Weighted Average Remaining Contractual Life, Exercisable and expected to vest | 5 years 10 months 24 days |
Aggregate Intrinsic Value, Exercisable | $10.20 |
Aggregate Intrinsic Value, Exercisable and expected to vest | $11.50 |
Minimum | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Price Per Share, Beginning balance | $1.01 |
Price Per Share, Granted | $7.44 |
Price Per Share, Exercised | $1.01 |
Price Per Share, Canceled | $2.72 |
Outstanding Price Per Share, Ending balance | $1.01 |
Price Per Share, Exercisable | $1.01 |
Price Per Share, Exercisable and expected to vest | $1.01 |
Maximum | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Price Per Share, Beginning balance | $13.19 |
Price Per Share, Granted | $11.19 |
Price Per Share, Exercised | $8.65 |
Price Per Share, Canceled | $13.91 |
Outstanding Price Per Share, Ending balance | $12.08 |
Price Per Share, Exercisable | $12.08 |
Price Per Share, Exercisable and expected to vest | $12.08 |
Stock_and_Stock_Options_Summar1
Stock and Stock Options - Summary of Stock Option Activity Under the Plans (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected stock price volatility minimum | 73.00% | 80.00% |
Expected stock price volatility maximum | 80.00% | 82.00% |
Weighted average stock price volatility | 79.00% | 82.00% |
Risk-free interest rate minimum | 1.30% | 1.00% |
Risk-free interest rate maximum | 2.00% | 2.10% |
Expected life of options (years) | 6 years | 6 years |
Supplies_Distributors_Details_
Supplies Distributors (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Line Of Credit Facility [Line Items] | ||
Cash dividend receivable | $0.90 | |
Supplies Distributors | ||
Line Of Credit Facility [Line Items] | ||
Cash dividends received | $1.80 | $1.50 |
Income_Taxes_Consolidated_Inco
Income Taxes - Consolidated Income (Loss) From Continuing Operations before Income Taxes, By Domestic and Foreign Entities (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Domestic | ($5,947) | ($6,043) |
Foreign | 1,268 | 691 |
Loss from operations before income taxes | ($4,679) | ($5,352) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | ||
Federal statutory corporate tax rate | 34.00% | |
Expiry dates of net operating loss carryforwards | from 2015 through 2034 | |
Annual limits acquired | $0.10 | $1.20 |
Annual limits created | 1.4 | |
REV | ||
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits, penalties or interest | 0.1 | |
NOL acquired before February 2006 | United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards relate to taxable losses | 0.2 | 20.3 |
NOL created before February 2006 | United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards relate to taxable losses | 16 | |
Stock Option | United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards relate to taxable losses | 5.6 | |
Foreign Country | Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards relate to taxable losses | 5.2 | |
Domestic Country | United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards relate to taxable losses | $60.40 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of the Difference between Expected Income Tax Expense from Continuing Operations (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at statutory rate | ($1,591) | ($1,820) |
Foreign dividends received | 243 | 45 |
Items not deductible for tax purposes | 244 | 41 |
Change in valuation allowance | 911 | 1,654 |
Change in valuation reserve related to business combination adjustments | -979 | |
State taxes | 438 | 367 |
Foreign exchange rate difference | 155 | 104 |
Net operating loss adjustments | 634 | -220 |
Prior year return-to-provision true-up | -131 | 567 |
Other | 23 | -199 |
Provision for income taxes | ($53) | $539 |
Income_Taxes_Summary_of_Curren
Income Taxes - Summary of Current and Deferred Income Tax Expense (Benefit) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current | ||
State | $460 | $406 |
Foreign | 328 | 104 |
Total Current | 788 | 510 |
Deferred | ||
Domestic | -979 | |
State | 48 | -107 |
Foreign | 90 | 136 |
Total Deferred | -841 | 29 |
Provision for income taxes | ($53) | $539 |
Income_Taxes_Components_of_the
Income Taxes - Components of the Deferred Tax Asset (Liability) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Allowance for doubtful accounts | $643 | $616 |
Inventory reserve | 255 | 347 |
Property and equipment | 46 | |
Accrued expenses | 1,419 | 2,104 |
Net operating loss carryforwards | 21,588 | 20,893 |
Other | 3,400 | 4,192 |
Deferred Tax Assets, Gross | 27,351 | 28,152 |
Less - Valuation allowance | 26,500 | 26,568 |
Total deferred tax asset | 851 | 1,584 |
Deferred tax liabilities: | ||
Property and equipment | -931 | |
Other | -303 | |
Total deferred tax liabilities | -303 | -931 |
Deferred tax assets, net | $548 | $653 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Minimum Future Annual Rental Payments Under Non-cancelable Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Lease Payments | |
2015 | $7,644 |
2016 | 7,287 |
2017 | 6,185 |
2018 | 4,872 |
2019 | 4,335 |
Thereafter | 14,243 |
Total | $44,566 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2010 | |
Disclosure Commitments And Contingencies Details [Line Items] | |||
Total rental expense under operating leases | $7,200,000 | $6,600,000 | |
Pending Litigation | eCost Product Sale | |||
Disclosure Commitments And Contingencies Details [Line Items] | |||
eCOST deposit account | $620,000 |
Segment_and_Geographic_Informa2
Segment and Geographic Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment_and_Geographic_Informa3
Segment and Geographic Information - Summary of Product Revenue by Segments (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of product revenue by segments | ||
Revenues | $247,048 | $241,603 |
Summary of Income (loss) from continuing operations by segments | ||
Income (loss) from continuing operations | -3,866 | -4,673 |
Summary of Depreciation and amortization by segments | ||
Depreciation and amortization | 11,675 | 10,210 |
Summary of product revenue by segments | ||
Capital expenditures | 5,445 | 7,971 |
Summary of assets by segments | ||
Assets | 140,746 | 132,036 |
PFSweb | ||
Summary of Income (loss) from continuing operations by segments | ||
Income (loss) from continuing operations | -5,951 | -5,859 |
Summary of Depreciation and amortization by segments | ||
Depreciation and amortization | 11,620 | 10,051 |
Summary of product revenue by segments | ||
Capital expenditures | 5,445 | 7,876 |
Business and Retail Connect | ||
Summary of Income (loss) from continuing operations by segments | ||
Income (loss) from continuing operations | 2,085 | 1,186 |
Summary of Depreciation and amortization by segments | ||
Depreciation and amortization | 55 | 159 |
Summary of product revenue by segments | ||
Capital expenditures | 95 | |
Operating Segments | PFSweb | ||
Summary of product revenue by segments | ||
Revenues | 171,508 | 152,338 |
Summary of assets by segments | ||
Assets | 104,372 | 98,745 |
Operating Segments | Business and Retail Connect | ||
Summary of product revenue by segments | ||
Revenues | 91,234 | 100,960 |
Summary of assets by segments | ||
Assets | 47,682 | 47,116 |
Eliminations | ||
Summary of product revenue by segments | ||
Revenues | -15,694 | -11,695 |
Summary of assets by segments | ||
Assets | ($11,308) | ($13,825) |
Segment_and_Geographic_Informa4
Segment and Geographic Information - Schedule of Revenue Based on Geographic Area (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of revenue based on geographic area | ||
Revenues | $247,048 | $241,603 |
Other long-lived assets | 39,696 | 30,073 |
United States | ||
Schedule of revenue based on geographic area | ||
Other long-lived assets | 35,069 | 25,549 |
Europe | ||
Schedule of revenue based on geographic area | ||
Other long-lived assets | 2,825 | 4,168 |
Canada | ||
Schedule of revenue based on geographic area | ||
Other long-lived assets | 350 | 356 |
India | ||
Schedule of revenue based on geographic area | ||
Other long-lived assets | 1,452 | |
Operating Segments | United States | ||
Schedule of revenue based on geographic area | ||
Revenues | 197,709 | 192,522 |
Operating Segments | Europe | ||
Schedule of revenue based on geographic area | ||
Revenues | 43,291 | 44,770 |
Operating Segments | Canada | ||
Schedule of revenue based on geographic area | ||
Revenues | 7,222 | 5,988 |
Operating Segments | India | ||
Schedule of revenue based on geographic area | ||
Revenues | 641 | |
Inter-segment eliminations | ||
Schedule of revenue based on geographic area | ||
Revenues | ($1,815) | ($1,677) |
Employee_Savings_Plan_Addition
Employee Savings Plan - Additional Information (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Compensation And Retirement Disclosure [Abstract] | ||
Defined contribution plan, Employer discretionary contribution amount | $0.20 | $0.20 |
Condensed_Financial_Informatio1
Condensed Financial Information of Registrant (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
ASSETS | |||
Cash and cash equivalents | $18,128 | $22,418 | $19,626 |
Total assets | 140,746 | 132,036 | |
LIABILITIES: | |||
Total liabilities | 100,641 | 91,111 | |
SHAREHOLDERS’ EQUITY: | |||
Preferred stock | |||
Common stock | 17 | 17 | |
Additional paid-in capital | 129,457 | 124,522 | |
Accumulated deficit | -89,926 | -85,300 | |
Accumulated other comprehensive income | 682 | 1,811 | |
Treasury stock at cost, 33,467 shares | -125 | -125 | |
Total shareholders’ equity | 40,105 | 40,925 | 28,051 |
Total liabilities and shareholders’ equity | 140,746 | 132,036 | |
PFSweb | |||
ASSETS | |||
Cash and cash equivalents | 555 | 10,722 | 5,408 |
Receivable from subsidiaries | 34,460 | 25,252 | |
Investment in subsidiaries | 5,090 | 4,951 | |
Total assets | 40,105 | 40,925 | |
LIABILITIES: | |||
Total liabilities | 0 | 0 | |
SHAREHOLDERS’ EQUITY: | |||
Preferred stock | 0 | 0 | |
Common stock | 17 | 17 | |
Additional paid-in capital | 129,457 | 124,522 | |
Accumulated deficit | -89,926 | -85,300 | |
Accumulated other comprehensive income | 682 | 1,811 | |
Treasury stock at cost, 33,467 shares | -125 | -125 | |
Total shareholders’ equity | 40,105 | 40,925 | |
Total liabilities and shareholders’ equity | $40,105 | $40,925 |
Condensed_Financial_Informatio2
Condensed Financial Information of Registrant (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | ||
Selling, general and administrative expenses | $47,658 | $46,235 |
NET LOSS | -4,626 | -5,891 |
PFSweb | ||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | ||
Selling, general and administrative expenses | 4,806 | 2,574 |
Equity in net loss (income) of consolidated subsidiaries | -180 | 3,317 |
Total operating expenses | 4,626 | 5,891 |
NET LOSS | ($4,626) | ($5,891) |
Condensed_Financial_Informatio3
Condensed Financial Information of Registrant (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($4,626) | ($5,891) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation expense | 3,059 | 2,574 |
Net cash used in operating activities | 13,343 | 6,828 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 1,631 | 15,934 |
Net cash provided by (used in) financing activities | -4,191 | 3,656 |
NET INCREASE (DECREASE) IN CASH | -4,290 | 2,792 |
CASH AND CASH EQUIVALENTS, beginning of period | 22,418 | 19,626 |
CASH AND CASH EQUIVALENTS, end of period | 18,128 | 22,418 |
PFSweb | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | -4,626 | -5,891 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation expense | 3,059 | 2,574 |
Equity in net loss (income) of consolidated subsidiaries | -180 | 3,317 |
Net cash used in operating activities | -1,747 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 1,631 | 15,934 |
Increase in receivable from subsidiaries, net | -10,051 | -10,620 |
Net cash provided by (used in) financing activities | -8,420 | 5,314 |
NET INCREASE (DECREASE) IN CASH | -10,167 | 5,314 |
CASH AND CASH EQUIVALENTS, beginning of period | 10,722 | 5,408 |
CASH AND CASH EQUIVALENTS, end of period | $555 | $10,722 |
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Allowance for Doubtful Accounts | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | $382 | $450 |
Charges to Cost and Expenses | 165 | 25 |
Deductions | -100 | -93 |
Balance at End of Period | $447 | $382 |