Overview and Basis of Presentation | 1. OVERVIEW AND BASIS OF PRESENTATION PFSweb, Inc. and its subsidiaries are collectively referred to as the “Company”; “Supplies Distributors” refers to Supplies Distributors, Inc. and its subsidiaries; “Retail Connect” refers to PFSweb Retail Connect, Inc.; “REV” collectively refers to REV Solutions, Inc. and REVTECH Solutions India Private Limited; “LAL” refers to LiveAreaLabs, Inc., “Moda” refers to Moda Superbe Limited, and “PFSweb” refers to PFSweb, Inc. and its subsidiaries, 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 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 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. . The purchase agreement provides for As of June 30, 2015, the Company has recognized a total current liability of $1.7 million applicable to the 2015 REV Earn-out Payments which have a guaranteed minimum of $0.7 million and maximum of $1.8 million. 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 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 Goodwill 2,756 Total purchase price $ 5,943 Purchase price for REV is as follows (in thousands): Number of shares of common stock issued 27,407 Multiplied by PFSweb Inc.'s stock price $ 10.95 Share consideration for settlement of performance-based contingent payments $ 300 Aggregate cash payments 4,254 Performance-based contingent payments (based on fair value at acquisition date) 1,389 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): June 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Non-compete agreements $ 94 $ (37 ) $ 57 1-3.5 years Leasehold 45 (15 ) 30 2.5 years Customer relationships 880 (233 ) 647 6 years Total definite lived intangible assets $ 1,019 $ (285 ) $ 734 Acquisition of LAL On 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. As of June 30, 2015, the Company has recognized a total current liability of $1.8 million applicable to the projected 2015 LAL Earn-out Payments with a maximum payment of $2.0 million. 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 following table summarizes the 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 Goodwill 5,610 Total purchase price $ 6,893 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 4,950 Performance-based contingent payments (based on fair value at acquisition date) 1,399 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): June 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Non-compete agreements $ 150 $ (32 ) $ 118 3.5 years Trade name 150 (50 ) 100 2.25 years Customer relationships 990 (234 ) 756 6 years Total definite lived intangible assets $ 1,290 $ (316 ) $ 974 Acquisition of Moda On June 11, 2015, PFS acquired the outstanding capital stock of Moda, an eCommerce system integrator and consultancy that provides unique digital experiences for fashion brands and retailers. Moda maintains primary operations in London. . The purchase agreement provides for (i) a further adjustment based on Moda’s shareholders’ equity balance as of the date of acquisition and (ii) The transaction was accounted for using the purchase method of accounting for business combinations and, accordingly, the assets acquired and liabilities assumed, including a preliminary allocation of purchase price, and the results of operations of Moda have been included in the Company's consolidated financial statements since the date of acquisition. The following table summarizes the unaudited estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 126 Accounts receivable 335 Property and equipment 27 Other assets 23 Total assets acquired 511 Total liabilities assumed 542 Net liabilities assumed (31 ) Goodwill and intangible assets 1,957 Total purchase price $ 1,926 The estimated purchase price for Moda is as follows (in thousands, except share data): Number of shares of common stock issued 16,116 Multiplied by PFSweb Inc.'s stock price $ 14.60 Share consideration $ 235 Aggregate cash payments 1,005 Performance-based contingent payments (based on fair value at acquisition date) 686 Total purchase price $ 1,926 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, 2014 (unaudited) and now include the impact of the acquisition related amortization of intangible assets (approximately $0.2 million per quarter), which were previously omitted (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2014 2014 Total revenues $ 58,239 $ 118,780 Net loss (1,934 ) (3,938 ) Basic and diluted net loss per share (0.12 ) (0.24 ) The unaudited pro forma information combines the historical unaudited consolidated results of the Company’s operations and REV’s and LAL’s operations for the three and six months ended June 30, 2014 giving effect to the acquisitions and related events as if they had been consummated on January 1, 2014. 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 period noted. Moda did not meet the significance test requirements in order to be included in the pro forma presentation above. Definite Lived Intangible Asset Amortization The Company recognized $0.2 million and $0.5 million of amortization expense, related to the REV and LAL definite lived intangible assets in selling, general and administrative expenses in three and six months ended June 30, 2015, respectively. The estimated amortization expense for each of the next five years is as follows (in thousands): 2015 $ 951 2016 533 2017 345 2018 200 2019 138 Basis of Presentation The interim consolidated financial statements as of June 30, 2015, and for the three and six months ended June 30, 2015 and 2014, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. In the opinion of management and subject to the foregoing, the unaudited interim consolidated financial statements of the Company include all adjustments necessary for a fair presentation of the Company’s financial position as of June 30, 2015, its results of operations for the three and six months ended June 30, 2015 and 2014 and its cash flows for the six months ended June 30, 2015 and 2014. Results of the Company’s operations for interim periods may not be indicative of results for the full fiscal year. |