Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 05, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Trading Symbol | PFSW | |
Entity Registrant Name | PFSWEB INC | |
Entity Central Index Key | 1,095,315 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 18,073,504 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 13,000 | $ 18,128 |
Restricted cash | 52 | 521 |
Accounts receivable, net of allowance for doubtful accounts of $469 and $447 at September 30, 2015 and December 31, 2014, respectively | 55,552 | 59,126 |
Inventories, net of reserves of $682 and $768 at September 30, 2015 and December 31, 2014, respectively | 8,673 | 10,534 |
Other receivables | 3,973 | 5,638 |
Prepaid expenses and other current assets | 3,853 | 7,103 |
Total current assets | 85,103 | 101,050 |
PROPERTY AND EQUIPMENT, net | 24,852 | 26,604 |
IDENTIFIABLE INTANGIBLES, net | 12,916 | 2,170 |
GOODWILL | 40,778 | 8,366 |
OTHER ASSETS | 2,321 | 2,556 |
Total assets | 165,970 | 140,746 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt and capital lease obligations | 3,512 | 6,850 |
Trade accounts payable | 29,356 | 38,842 |
Deferred revenue | 5,600 | 9,098 |
Accrued expenses | 35,412 | 28,473 |
Total current liabilities | 73,880 | 83,263 |
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion | 34,870 | 4,062 |
DEFERRED REVENUE | 4,197 | 5,355 |
DEFERRED RENT | 4,430 | 4,870 |
OTHER LIABILITIES | 5,074 | 3,091 |
Total liabilities | $ 122,451 | $ 100,641 |
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; 18,100,589 and 17,047,093 shares issued at September 30, 2015 and December 31, 2014, respectively; and 18,067,122 and 17,013,622 outstanding at September 30, 2015 and December 31, 2014, respectively | $ 18 | $ 17 |
Additional paid-in capital | 140,890 | 129,457 |
Accumulated deficit | (97,189) | (89,926) |
Accumulated other comprehensive income | (75) | 682 |
Treasury stock at cost, 33,467 shares | (125) | (125) |
Total shareholders’ equity | 43,519 | 40,105 |
Total liabilities and shareholders’ equity | $ 165,970 | $ 140,746 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 469 | $ 447 |
Inventories reserves | $ 682 | $ 768 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 18,100,589 | 17,047,093 |
Common stock, shares outstanding | 18,067,122 | 17,013,622 |
Treasury stock, shares | 33,467 | 33,467 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES: | ||||
Product revenue, net | $ 14,419 | $ 17,340 | $ 44,731 | $ 57,182 |
Service fee revenue | 45,528 | 31,411 | 121,311 | 86,393 |
Pass-through revenue | 11,236 | 8,344 | 32,163 | 24,792 |
Total revenues | 71,183 | 57,095 | 198,205 | 168,367 |
COSTS OF REVENUES: | ||||
Cost of product revenue | 13,702 | 16,397 | 42,321 | 53,952 |
Cost of service fee revenue | 30,193 | 22,007 | 81,993 | 60,387 |
Cost of pass-through revenue | 11,236 | 8,344 | 32,163 | 24,792 |
Total costs of revenues | 55,131 | 46,748 | 156,477 | 139,131 |
Gross profit | 16,052 | 10,347 | 41,728 | 29,236 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES, including stock based compensation expense of $1,492 and $853 in the three months ended September 30, 2015 and 2014, respectively, and $3,446 and $2,509 in the nine months ended September 30, 2015 and 2014, respectively. | 18,778 | 12,764 | 47,068 | 35,271 |
Loss from operations | (2,726) | (2,417) | (5,340) | (6,035) |
INTEREST EXPENSE, net | 706 | 174 | 1,247 | 490 |
Loss from operations before income taxes | (3,432) | (2,591) | (6,587) | (6,525) |
INCOME TAX EXPENSE (BENEFIT) | 238 | (66) | 676 | 205 |
NET LOSS | $ (3,670) | $ (2,525) | $ (7,263) | $ (6,730) |
NET LOSS PER SHARE: | ||||
Basic | $ (0.21) | $ (0.15) | $ (0.42) | $ (0.40) |
Diluted | $ (0.21) | $ (0.15) | $ (0.42) | $ (0.40) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ||||
Basic | 17,829 | 16,779 | 17,449 | 16,680 |
Diluted | 17,829 | 16,779 | 17,449 | 16,680 |
COMPREHENSIVE LOSS: | ||||
Net loss | $ (3,670) | $ (2,525) | $ (7,263) | $ (6,730) |
Foreign currency translation adjustment | (89) | (673) | (757) | (771) |
TOTAL COMPREHENSIVE LOSS | $ (3,759) | $ (3,198) | $ (8,020) | $ (7,501) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Stock based compensation expense | $ 1,492 | $ 853 | $ 3,446 | $ 2,509 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,263) | $ (6,730) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,645 | 8,649 |
Gain on sale of fixed assets | 20 | |
Provision for doubtful accounts | 53 | 81 |
Provision for excess and obsolete inventory | 75 | 6 |
Deferred income taxes | 125 | (340) |
Stock based compensation expense | 3,446 | 2,509 |
Non-cash compensation expense | 131 | 38 |
Changes in operating assets and liabilities: | ||
Restricted cash | 34 | (31) |
Accounts receivable | 13,077 | 12,178 |
Inventories | 1,690 | (514) |
Prepaid expenses, other receivables and other assets | 4,563 | 940 |
Deferred rent | (421) | (21) |
Accounts payable, deferred revenue, accrued expenses and other liabilities | (18,471) | (6,397) |
Net cash provided by operating activities | 7,704 | 10,368 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,468) | (4,329) |
Acquisitions, net of cash acquired | (33,665) | (5,216) |
Net cash used in investing activities | (37,133) | (9,545) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of common stock | 1,328 | 1,018 |
Decrease (Increase) in restricted cash | 434 | (40) |
Payments on capital lease obligations | (1,687) | (1,879) |
Payments on debt, net | (6,306) | (1,895) |
Borrowing on term debt | 10,000 | |
Borrowings on revolver | 30,000 | |
Payments on revolver | (7,800) | |
Debt issuance costs | (634) | |
Net cash used in financing activities | 25,335 | (2,796) |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (1,034) | (944) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (5,128) | (2,917) |
CASH AND CASH EQUIVALENTS, beginning of period | 18,128 | 22,418 |
CASH AND CASH EQUIVALENTS, end of period | 13,000 | 19,501 |
Non-cash investing and financing activities: | ||
Property and equipment acquired under long-term debt and capital leases | $ 3,703 | $ 4,041 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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; “CrossView” refers to CrossView, Inc.; 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. Basis of Presentation The interim condensed consolidated financial statements as of September 30, 2015, and for the three and nine months ended September 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 condensed consolidated financial statements of the Company include all adjustments necessary for a fair presentation of the Company’s financial position as of September 30, 2015, its results of operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows for the nine months ended September 30, 2015 and 2014. Results of the Company’s operations for interim periods may not be indicative of results for the full fiscal year. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these condensed consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the condensed consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties are discussed in this report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 in the section entitled “Risk Factors.” Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s condensed consolidated financial statements are fairly stated in accordance with U.S. GAAP, and provide a fair presentation of the Company’s financial position and results of operations. 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 are 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, Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and co-op 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 t he Company’s 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 include 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 potential customers into buyers and increase website value. These fees are typically charged on either a per labor hour basis, 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 plaftorms and websites. When the Company determines that 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 that these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, then, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, if reasonable and reliable cost estimates for a project cannot be made, the Company uses the completed contract method to recognize revenues and costs. 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. This method is used because management considers costs incurred to date to be the best available measure of progress on contracts in progress. Provisions for estimated losses on uncompleted contracts, if any, are made in the period in which such losses are determined. Change orders that result from modification of an original contract are taken into consideration for revenue recognition when they result in a change of total contract value and are approved by the Company’s clients. 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 start-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. Investment in Subsidiaries Priority Fulfillment Services, Inc. (“PFS”) a wholly-owned subsidiary of PFSweb, Inc. has made advances to Supplies Distributors that are evidenced by a Subordinated Demand Note (the “Subordinated Note”). Under the terms of certain of the Company’s debt facilities, the outstanding balance of the Subordinated Note cannot be increased to more than $5.0 million or decreased to less than $2.5 million without prior approval of certain of the Company’s lenders. As of September 30, 2015 and December 31, 2014, the outstanding balance of the Subordinated Note was $2.5 million. The Subordinated Note is eliminated in the Company’s condensed consolidated financial statements. Concentration of Business and Credit Risk One service fee client relationship represented approximately 13% of the Company’s consolidated total net revenues, including pass-through revenue, during the nine months ended September 30, 2015. No customer or service fee client exceeded 10% of consolidated accounts receivable. A summary of the nonaffiliated customer and client concentrations as a percentage of product revenue and service fee revenue, respectively, is as follows: Nine Months Ended September 30, 2015 2014 Product Revenue (as a percentage of total Product Revenue): Customer 1 15 % 13 % Customer 2 14 % 12 % Service Fee Revenue (as a percentage of total Service Fee Revenue): Client 1 13 % — The Company currently anticipates that its product revenue from the customers identified above will decline during the next twelve months. 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. Inventories Inventories (all of which are finished goods) are stated at the lower of weighted average cost or market. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined. In the event PFS, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. Operating Leases The Company leases certain real estate for its warehouse, call center and corporate offices, as well as certain equipment, under non-cancelable operating leases that expire at various dates through 2024. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other similar leases. The Company recognizes escalating lease payments on a straight-line basis over the term of each respective lease with the difference between cash payments and rent expense recognized being recorded as deferred rent in the accompanying condensed consolidated balance sheets. Property and Equipment The Company’s property held under capital leases totaled approximately $6.0 million and $4.8 million, net of accumulated amortization of approximately $4.3 million and $4.0 million, at September 30, 2015 and December 31, 2014, respectively. Depreciation and amortization expense related to capital leases during the three months ended September 30, 2015 and 2014 was $0.7 million in each period. Depreciation and amortization expense related to capital leases during the nine months ended September 30, 2015 and 2014 was $1.7 million and $1.9 million, respectively. Income Taxes The Company records a tax provision primarily associated with state income taxes and its foreign operations. The Company has recorded a valuation allowance for the majority of its domestic net deferred tax assets, which are primarily related to its net operating loss carryforwards and for certain foreign deferred tax assets. Cash Paid for Interest and Taxes The Company made payments for interest of approximately $0.4 million and $0.2 million in the three months ended September 30, 2015 and 2014, respectively and $0.6 million and $0.5 million in the nine month periods ended September 30, 2015 and 2014, respectively. Income taxes of approximately $0.1 million and $23,000 were paid by the Company in the three months ended September 30, 2015 and 2014, respectively, and $0.7 million and $0.4 million paid by the Company during the nine month periods ended September 30, 2015 and 2014, respectively. 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 In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Topic 835-30): Simplifying the Presentation of Debt Issuance Costs . In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In August 2015, the FASB issued Accounting Standards Update No. 2015-15, “Interest—Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS Acquisition of REV On September 3, 2014, PFS 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 September 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 condensed 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, except share data): 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): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Non-compete agreements $ 94 $ (46 ) $ 48 1-3.5 years Leasehold 45 (19 ) 26 2.5 years Customer relationships 880 (325 ) 555 6 years Total definite lived intangible assets $ 1,019 $ (390 ) $ 629 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 September 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 condensed 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): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Non-compete agreements $ 150 $ (43 ) $ 107 3.5 years Trade name 150 (67 ) 83 2.25 years Customer relationships 990 (329 ) 661 6 years Total definite lived intangible assets $ 1,290 $ (439 ) $ 851 Acquisition of Moda On June 11, 2015, PFSweb, Inc. 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 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 condensed consolidated financial statements since the date of acquisition. The following table summarizes the unaudited estimated fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 126 Accounts receivable 335 Property and equipment 27 Identifiable intangibles 300 Other assets 23 Total assets acquired 811 Total liabilities assumed 542 Net liabilities assumed 269 Goodwill 1,439 Total purchase price $ 1,708 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 estimated fair value at acquisition date) 468 Total purchase price $ 1,708 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 $1.4 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 Moda acquisition. Estimated definite lived intangible assets acquired in the Moda acquisition consist of (in thousands): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Total definite lived intangible assets $ 300 $ (63 ) $ 237 2-3 years Acquisition of CrossView On Consideration paid by the Company included an initial cash payment of $30.7 million and 553,223 unregistered shares of Company common stock (approximately $6.6 million in value as of the acquisition date). The initial cash payment is subject to adjustment based upon a post-closing balance sheet reconciliation. In addition, the Company will pay future earn-out payments (“CrossView Earn-out Payments”) in 2016, 2017 and 2018 based on the achievement of certain 2015, 2016 and 2017 financial targets. The CrossView Earn-out Payments have no guaranteed minimum and an aggregate maximum of $18.0 million and are subject to possible offsets for indemnification and other claims. The Company will pay 20% of the 2015 earn-out and 15% of the 2016 and 2017 earn-outs in restricted shares of Company common stock, based on its then current market value at the time of issuance. As of September 30, 2015 the Company has recognized a receivable of $1.2 million applicable to the post-closing balance sheet reconciliation adjustment and a total liability of $12.7 million applicable to the projected CrossView Earn-out Payments. 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 CrossView have been included in the Company's condensed consolidated financial statements since the date of acquisition. The following table summarizes the unaudited estimated fair value of the assets acquired and liabilities assumed (in thousands): Accounts receivable $ 7,698 Property and equipment 336 Other assets 254 Identifiable intangibles 11,850 Total assets acquired 20,138 Total liabilities assumed 2,404 Net liabilities assumed 17,734 Goodwill 30,973 Total purchase price $ 48,707 The estimated purchase price for CrossView is as follows (in thousands, except share data): Number of shares of common stock issued 553,223 Multiplied by PFSweb Inc.'s stock price $ 12.00 Share consideration $ 6,639 Aggregate cash payments 30,740 Performance-based contingent payments (based on estimated fair value at acquisition date), net of the estimated post-closing balance sheet reconciliation adjustment 11,328 Total purchase price $ 48,707 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 $31.0 million, which, given the structure of the acquisition, is expected to be deductible for tax purposes and is amortized over 15 years. Estimated definite lived assets acquired in the CrossView acquisition consist of (in thousands): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Total definite lived intangible assets $ 11,850 $ (741 ) $ 11,109 2-8 years Pro Forma Information The following table presents selected pro forma information, for comparative purposes, assuming the acquisitions of REV, LAL had occurred on January 1, 2013 and CrossView had occurred on January 1, 2014 (unaudited) (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Total revenues $ 73,843 $ 69,172 $ 219,747 $ 206,493 Net loss (1,493 ) (1,447 ) (7,676 ) (9,507 ) Basic and diluted net loss per share (0.08 ) (0.08 ) (0.44 ) (0.57 ) 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, LAL and CrossView during the periods noted. Moda did not meet the significant test requirements and thus is not included in the pro forma presentation above. Definite Lived Intangible Asset Amortization The Company recognized $1.0 million and $1.5 million of amortization expense, related to the acquired definite lived intangible assets in selling, general and administrative expenses in the three and nine months ended September 30, 2015, respectively. The estimated amortization expense for each of the next five years is as follows (in thousands): 2015 $ 2,911 2016 5,110 2017 4,848 2018 1,310 2019 138 Acquisition Related Expenses The acquisitions are expected to enhance the overall product and service offering of the Company to its existing clients and customers as well as support anticipated growth opportunities. The Company recorded $2.2 million and $3.7 million in the three and nine months ended September 30, 2015, respectively, and $1.4 million and $1.5 million in the three and nine months ended September 30, 2014, respectively, of acquisition related costs in selling, general and administrative expenses in the statement of operations. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 4. NET LOSS PER COMMON SHARE Basic and diluted net loss per common share are computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. Stock options not included in the calculation of diluted net loss per common share for the three and nine months ended September 30, 2015 and 2014 were 1.4 million and 1.8 million, respectively, as the effect would be anti-dilutive. |
Stock and Stock Options
Stock and Stock Options | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock and Stock Options | 5. STOCK AND STOCK OPTIONS On March 23, 2015, pursuant to the Company’s Employee Stock and Incentive Plan, as amended and restated (“the Plan”), the Company issued approximately 12,000 Other Stock-Based Awards and approximately 38,000 Restricted Stock Unit Awards (as such terms are defined in the Plan) to certain of the Company’s executive officers and senior management. The Restricted Stock Unit Awards are subject to three year vesting based on continued employment. The Company also issued additional Restricted Stock Units and Performance-Based Share Awards (as such terms are defined in the Plan) to the Company’s executives and senior management. Under the terms of these additional 2015 awards, the number of restricted stock units and performance shares that each such individual may receive is subject to, and calculated by reference to, the achievement by the Company of a performance goal measured by a range of targeted financial performance, as defined, for 2015, as well as, for certain of the restricted stock units, individual performance goals, as defined. Assuming achievement of the highest financial and individual performance goal, the aggregate maximum number of restricted stock units is 86,500 and the aggregate maximum number of performance shares is approximately 280,000, which performance shares are subject to annual vesting based upon continued employment, and for certain of the performance shares, the comparative performance (on an annual and cumulative basis) of the Company’s common stock on NASDAQ compared to the Russell Micro Cap Index. During the three and nine months ended September 30, 2015 the Company issued an aggregate of approximately 83,000 and 239,000 options, respectively, to purchase shares of common stock, which generally vest over a three-year period. Total stock-based compensation expense was $1.5 million and $3.4 million for the three and nine months ended September 30, 2015 and was $0.9 million and $2.5 million for the three and nine months ended September 30, 2014, respectively, and was included as a component of selling, general and administrative expenses in the condensed consolidated statements of operations. |
Vendor Financing
Vendor Financing | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Vendor Financing | 6. VENDOR FINANCING Supplies Distributors has a short-term credit facility with IBM Credit LLC to finance its distribution of Ricoh products in the United States, providing financing for eligible Ricoh inventory and certain receivables up to $13.0 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 $5.7 million and $8.4 million as of September 30, 2015 and December 31, 2014, respectively, as accounts payable in the condensed consolidated balance sheets. As of September 30, 2015, Supplies Distributors had $3.1 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. Borrowings under the credit facility accrue interest, after a defined free financing period, at prime rate plus 0.5% (3.75% as of September 30, 2015). The facility also includes a monthly service fee. |
Debt and Capital Lease Obligati
Debt and Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt and Capital Lease Obligations | 7. DEBT AND CAPITAL LEASE OBLIGATIONS; Outstanding debt and capital lease obligations consist of the following (in thousands): September 30, December 31, 2015 2014 U.S. Credit Agreement Revolver $ 22,200 $ — Term loan 10,000 — Debt issuance costs (634 ) — Master lease agreements 6,647 5,589 Loan and security agreements Supplies Distributors — 3,267 PFS — 1,890 Other 169 166 Total 38,382 10,912 Less current portion of long-term debt 3,512 6,850 Long-term debt, less current portion $ 34,870 $ 4,062 U.S. Credit Agreement In August 2015, PFSweb, Inc. and its U.S. subsidiaries entered into a credit agreement (“Credit Agreement”) with Regions Bank, as agent for itself and one or more lenders now or hereafter made a party thereto (the “Lenders”). The Credit Agreement replaced the Company’s previously existing credit facilities with Wells Fargo Bank, National Association (“Wells Fargo”) and Comerica Bank (“Comerica”). During the three months ended September 30, 2015, as contemplated by the Credit Agreement, the Credit Agreement was expanded to also include Bank of America N.A. and HSBC Bank USA, National Association. Under the Credit Agreement, and subject to the terms set forth therein, the Lenders have agreed to provide PFS with a revolving loan facility for up to $32.5 million and a term loan facility for up to $30 million through August 5, 2020. Subject to the terms of the Credit Agreement, PFS has the ability to increase the total loan facilities to $75 million. Availability under the revolving loan facility may not exceed a borrowing base of eligible accounts receivable (as defined). B orrowings under the Credit Agreement accrue interest at a variable rate, plus an applicable margin. As of September 30, 2015, the interest rate for the outstanding borrowings under the Credit Agreement was 4.5%. Loan and Security Agreement – Supplies Distributors Supplies Distributors had a loan and security agreement with Wells Fargo that provided financing for eligible accounts receivable in the United States and Canada. Borrowings under the Wells Fargo facility accrued interest at prime rate plus 0.25% to 0.75% or Eurodollar rate plus 2.5% to 3.0%, dependent on excess availability and subject to a minimum of 3.0%, as defined. As of December 31, 2014, the interest rate was 3.75% for $2.3 million of outstanding borrowings and 3.0% for $1.0 million of outstanding borrowings. This agreement included a monthly service fee and contained 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 contained financial covenants, such as minimum net worth, as defined, and was secured by all of the assets of Supplies Distributors, as well as a collateralized guaranty of PFS. Additionally, PFS was required to maintain a Subordinated Note receivable balance from Supplies Distributors of no less than $2.5 million, could not maintain restricted cash of more than $5.0 million and was restricted with regard to transactions with related parties, indebtedness and changes to capital stock ownership structure. Supplies Distributors had 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. In August 2015, the Company replaced this Wells Fargo facility with the new Credit Agreement described above. There were no material costs associated with the retirement of the Wells Fargo facility. Loan and Security Agreement – PFS PFS had a Loan and Security Agreement (“Comerica Agreement”) with Comerica. The Comerica Agreement provided for up to $17.0 million ($20.0 million during certain seasonal peak months) of eligible accounts receivable financing (“Working Capital Advances”). The Comerica Agreement also provided for up to $2.0 million of eligible equipment advances (“Equipment Advances”). Effective March 31, 2014, borrowings under the Working Capital Advance portion of the Comerica Agreement accrued interest at prime rate plus 1% while the Equipment Advances accrued interest at prime rate plus 1.5%. The Comerica Agreement included a monthly service fee and contained cross default provisions and various restrictions upon PFS’ ability to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans and payments to related parties (including entities directly or indirectly owned by PFSweb, Inc.), make capital expenditures, make investments and loans, pledge assets, make changes to capital stock ownership structure, as well as financial covenants of a minimum tangible net worth of $20 million, as defined, a minimum earnings before interest and taxes, plus depreciation, amortization and non-cash compensation accruals, if any, as defined, and a minimum liquidity ratio, as defined. The Comerica Agreement restricted the amount of the Subordinated Note receivable from Supplies Distributors to a maximum of $5.0 million. The Comerica Agreement was secured by all of the assets of PFS, as well as a guarantee of PFSweb, Inc. In August 2015, the Company replaced this Comerica facility with the new Credit Agreement described above. There were no material costs associated with the retirement of the Comerica facility. 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 financial covenant requirements, such as profitability and cash flows, as defined, the Company would be required to obtain a waiver from the lender or the lender would be entitled to accelerate the repayment of any outstanding credit facility obligations, and exercise all other rights and remedies, including sale of collateral and enforcement of payment under the Company parent guarantee. Any acceleration of the repayment of the credit facilities may have a material adverse impact on the Company’s financial condition and results of operations and no assurance can be given that the Company would have the financial ability to repay all of such obligations. As of and for the nine months ended September 30, 2015, the Company was in compliance with all debt covenants. Master Lease Agreements The Company has various agreements that provide for leasing or financing transactions of equipment and other assets and will continue to enter into such arrangements as needed to finance the purchasing or leasing of certain equipment or other assets. Borrowings under these agreements, which generally have terms of three to five years, are generally secured by the related equipment, and in certain cases, by a Company parent guarantee. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 8. SEGMENT INFORMATION The Company is currently organized into two primary operating segments, which generally align with its 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 on either a gross or net basis. Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues (in thousands): PFSweb $ 56,897 $ 39,754 $ 153,040 $ 111,645 Business and Retail Connect 17,975 20,627 55,870 67,482 Eliminations (3,689 ) (3,286 ) (10,705 ) (10,760 ) $ 71,183 $ 57,095 $ 198,205 $ 168,367 Income (loss) from operations (in thousands): PFSweb $ (2,757 ) $ (2,817 ) $ (6,288 ) $ (7,347 ) Business and Retail Connect 31 400 948 1,312 $ (2,726 ) $ (2,417 ) $ (5,340 ) $ (6,035 ) Depreciation and amortization (in thousands): PFSweb $ 4,066 $ 2,839 $ 10,587 $ 8,520 Business and Retail Connect 15 42 58 129 $ 4,081 $ 2,881 $ 10,645 $ 8,649 Capital expenditures (in thousands): PFSweb $ 1,522 $ 1,396 $ 3,468 $ 4,298 Business and Retail Connect — 8 — 31 $ 1,522 $ 1,404 $ 3,468 $ 4,329 September 30, December 31, 2015 2014 Assets (in thousands): PFSweb $ 195,275 $ 104,372 Business and Retail Connect 32,851 47,682 Eliminations (62,156 ) (11,308 ) $ 165,970 $ 140,746 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES The Company received municipal tax abatements in certain locations. In prior years, the Company received notice from a municipality that it did not satisfy certain criteria necessary to maintain the abatements and that the municipal authority planned to make an adjustment to the Company’s tax abatement. The Company disputed the adjustment and such dispute has been settled with the municipality. However, the amount of additional property taxes to be assessed against the Company and the timing of the related payments has not been finalized. As of September 30, 2015, the Company believes it has adequately accrued for the expected assessment. In April 2010, a sales employee of eCOST (the former name of Retail Connect) was charged with violating various federal criminal statutes in connection with the sales of eCOST products to certain customers, and approximately $620,000 held in an eCOST deposit account was seized and turned over to the Office of the U.S. Attorney in connection with such activity. In August 2012, the employee pleaded guilty to a misdemeanor. Neither the Company nor eCOST have been charged with any criminal activity. During the three months ended September 2015, the matter was settled and $235,000 of the subject funds will be released to the Company. The Company recorded a $385,000 expense, included as a component of selling, general and administrative expenses in the condensed consolidated statements of operations to properly reflect the settlement. In connection with a client project, the Company has provided a $1.3 million performance bond which may be drawn upon in the event of a default by the Company of its obligations under the project, or, in the absence of a default, upon successful completion of the project, the bond will be returned. 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. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements as of September 30, 2015, and for the three and nine months ended September 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 condensed consolidated financial statements of the Company include all adjustments necessary for a fair presentation of the Company’s financial position as of September 30, 2015, its results of operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows for the nine months ended September 30, 2015 and 2014. Results of the Company’s operations for interim periods may not be indicative of results for the full fiscal year. |
Principles of Consolidation | Principles of Consolidation All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these condensed consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the condensed consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties are discussed in this report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 in the section entitled “Risk Factors.” Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s condensed consolidated financial statements are fairly stated in accordance with U.S. GAAP, and provide a fair presentation of the Company’s financial position and results of operations. |
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 are 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, Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and co-op 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 t he Company’s 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 include 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 potential customers into buyers and increase website value. These fees are typically charged on either a per labor hour basis, 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 plaftorms and websites. When the Company determines that 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 that these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, then, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, if reasonable and reliable cost estimates for a project cannot be made, the Company uses the completed contract method to recognize revenues and costs. 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. This method is used because management considers costs incurred to date to be the best available measure of progress on contracts in progress. Provisions for estimated losses on uncompleted contracts, if any, are made in the period in which such losses are determined. Change orders that result from modification of an original contract are taken into consideration for revenue recognition when they result in a change of total contract value and are approved by the Company’s clients. 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 start-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. |
Investment in Subsidiaries | Investment in Subsidiaries Priority Fulfillment Services, Inc. (“PFS”) a wholly-owned subsidiary of PFSweb, Inc. has made advances to Supplies Distributors that are evidenced by a Subordinated Demand Note (the “Subordinated Note”). Under the terms of certain of the Company’s debt facilities, the outstanding balance of the Subordinated Note cannot be increased to more than $5.0 million or decreased to less than $2.5 million without prior approval of certain of the Company’s lenders. As of September 30, 2015 and December 31, 2014, the outstanding balance of the Subordinated Note was $2.5 million. The Subordinated Note is eliminated in the Company’s condensed consolidated financial statements. |
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk One service fee client relationship represented approximately 13% of the Company’s consolidated total net revenues, including pass-through revenue, during the nine months ended September 30, 2015. No customer or service fee client exceeded 10% of consolidated accounts receivable. A summary of the nonaffiliated customer and client concentrations as a percentage of product revenue and service fee revenue, respectively, is as follows: Nine Months Ended September 30, 2015 2014 Product Revenue (as a percentage of total Product Revenue): Customer 1 15 % 13 % Customer 2 14 % 12 % Service Fee Revenue (as a percentage of total Service Fee Revenue): Client 1 13 % — The Company currently anticipates that its product revenue from the customers identified above will decline during the next twelve months. 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. |
Inventories | Inventories Inventories (all of which are finished goods) are stated at the lower of weighted average cost or market. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined. In the event PFS, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. |
Operating Leases | Operating Leases The Company leases certain real estate for its warehouse, call center and corporate offices, as well as certain equipment, under non-cancelable operating leases that expire at various dates through 2024. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other similar leases. The Company recognizes escalating lease payments on a straight-line basis over the term of each respective lease with the difference between cash payments and rent expense recognized being recorded as deferred rent in the accompanying condensed consolidated balance sheets. |
Property and Equipment | Property and Equipment The Company’s property held under capital leases totaled approximately $6.0 million and $4.8 million, net of accumulated amortization of approximately $4.3 million and $4.0 million, at September 30, 2015 and December 31, 2014, respectively. Depreciation and amortization expense related to capital leases during the three months ended September 30, 2015 and 2014 was $0.7 million in each period. Depreciation and amortization expense related to capital leases during the nine months ended September 30, 2015 and 2014 was $1.7 million and $1.9 million, respectively. |
Income Taxes | Income Taxes The Company records a tax provision primarily associated with state income taxes and its foreign operations. The Company has recorded a valuation allowance for the majority of its domestic net deferred tax assets, which are primarily related to its net operating loss carryforwards and for certain foreign deferred tax assets. |
Cash Paid for Interest and Taxes | Cash Paid for Interest and Taxes The Company made payments for interest of approximately $0.4 million and $0.2 million in the three months ended September 30, 2015 and 2014, respectively and $0.6 million and $0.5 million in the nine month periods ended September 30, 2015 and 2014, respectively. Income taxes of approximately $0.1 million and $23,000 were paid by the Company in the three months ended September 30, 2015 and 2014, respectively, and $0.7 million and $0.4 million paid by the Company during the nine month periods ended September 30, 2015 and 2014, respectively. |
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 In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Topic 835-30): Simplifying the Presentation of Debt Issuance Costs . In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In August 2015, the FASB issued Accounting Standards Update No. 2015-15, “Interest—Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” |
Significant Accounting Polici17
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Non-affiliated Customer and Client Concentrations as Percentage of Product Revenue and Service Fee Revenue | A summary of the nonaffiliated customer and client concentrations as a percentage of product revenue and service fee revenue, respectively, is as follows: Nine Months Ended September 30, 2015 2014 Product Revenue (as a percentage of total Product Revenue): Customer 1 15 % 13 % Customer 2 14 % 12 % Service Fee Revenue (as a percentage of total Service Fee Revenue): Client 1 13 % — |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
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, LAL had occurred on January 1, 2013 and CrossView had occurred on January 1, 2014 (unaudited) (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Total revenues $ 73,843 $ 69,172 $ 219,747 $ 206,493 Net loss (1,493 ) (1,447 ) (7,676 ) (9,507 ) Basic and diluted net loss per share (0.08 ) (0.08 ) (0.44 ) (0.57 ) |
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years is as follows (in thousands): 2015 $ 2,911 2016 5,110 2017 4,848 2018 1,310 2019 138 |
REV | |
Business Acquisition [Line Items] | |
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 Goodwill 2,756 Total purchase price $ 5,943 |
Schedule of Purchase Price | Purchase price for REV is as follows (in thousands, except share data): 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 |
Schedule of Definite-Lived Intangible Assets Acquired | Definite lived intangible assets acquired in the REV acquisition consist of (in thousands): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Non-compete agreements $ 94 $ (46 ) $ 48 1-3.5 years Leasehold 45 (19 ) 26 2.5 years Customer relationships 880 (325 ) 555 6 years Total definite lived intangible assets $ 1,019 $ (390 ) $ 629 |
LAL | |
Business Acquisition [Line Items] | |
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 $ 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 |
Schedule of Purchase Price | 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 |
Schedule of Definite-Lived Intangible Assets Acquired | Definite lived intangible assets acquired in the LAL acquisition consist of (in thousands): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Non-compete agreements $ 150 $ (43 ) $ 107 3.5 years Trade name 150 (67 ) 83 2.25 years Customer relationships 990 (329 ) 661 6 years Total definite lived intangible assets $ 1,290 $ (439 ) $ 851 |
Moda | |
Business Acquisition [Line Items] | |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the unaudited estimated fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 126 Accounts receivable 335 Property and equipment 27 Identifiable intangibles 300 Other assets 23 Total assets acquired 811 Total liabilities assumed 542 Net liabilities assumed 269 Goodwill 1,439 Total purchase price $ 1,708 |
Schedule of Purchase Price | 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 estimated fair value at acquisition date) 468 Total purchase price $ 1,708 |
Schedule of Definite-Lived Intangible Assets Acquired | Estimated definite lived intangible assets acquired in the Moda acquisition consist of (in thousands): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Total definite lived intangible assets $ 300 $ (63 ) $ 237 2-3 years |
Cross View, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the unaudited estimated fair value of the assets acquired and liabilities assumed (in thousands): Accounts receivable $ 7,698 Property and equipment 336 Other assets 254 Identifiable intangibles 11,850 Total assets acquired 20,138 Total liabilities assumed 2,404 Net liabilities assumed 17,734 Goodwill 30,973 Total purchase price $ 48,707 |
Schedule of Purchase Price | The estimated purchase price for CrossView is as follows (in thousands, except share data): Number of shares of common stock issued 553,223 Multiplied by PFSweb Inc.'s stock price $ 12.00 Share consideration $ 6,639 Aggregate cash payments 30,740 Performance-based contingent payments (based on estimated fair value at acquisition date), net of the estimated post-closing balance sheet reconciliation adjustment 11,328 Total purchase price $ 48,707 |
Schedule of Definite-Lived Intangible Assets Acquired | Estimated definite lived assets acquired in the CrossView acquisition consist of (in thousands): September 30, 2015 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Total definite lived intangible assets $ 11,850 $ (741 ) $ 11,109 2-8 years |
Debt and Capital Lease Obliga19
Debt and Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt and Capital Lease Obligations | Outstanding debt and capital lease obligations consist of the following (in thousands): September 30, December 31, 2015 2014 U.S. Credit Agreement Revolver $ 22,200 $ — Term loan 10,000 — Debt issuance costs (634 ) — Master lease agreements 6,647 5,589 Loan and security agreements Supplies Distributors — 3,267 PFS — 1,890 Other 169 166 Total 38,382 10,912 Less current portion of long-term debt 3,512 6,850 Long-term debt, less current portion $ 34,870 $ 4,062 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Product Revenue by Segments | The Company is currently organized into two primary operating segments, which generally align with its 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 on either a gross or net basis. Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues (in thousands): PFSweb $ 56,897 $ 39,754 $ 153,040 $ 111,645 Business and Retail Connect 17,975 20,627 55,870 67,482 Eliminations (3,689 ) (3,286 ) (10,705 ) (10,760 ) $ 71,183 $ 57,095 $ 198,205 $ 168,367 Income (loss) from operations (in thousands): PFSweb $ (2,757 ) $ (2,817 ) $ (6,288 ) $ (7,347 ) Business and Retail Connect 31 400 948 1,312 $ (2,726 ) $ (2,417 ) $ (5,340 ) $ (6,035 ) Depreciation and amortization (in thousands): PFSweb $ 4,066 $ 2,839 $ 10,587 $ 8,520 Business and Retail Connect 15 42 58 129 $ 4,081 $ 2,881 $ 10,645 $ 8,649 Capital expenditures (in thousands): PFSweb $ 1,522 $ 1,396 $ 3,468 $ 4,298 Business and Retail Connect — 8 — 31 $ 1,522 $ 1,404 $ 3,468 $ 4,329 September 30, December 31, 2015 2014 Assets (in thousands): PFSweb $ 195,275 $ 104,372 Business and Retail Connect 32,851 47,682 Eliminations (62,156 ) (11,308 ) $ 165,970 $ 140,746 |
Significant Accounting Polici21
Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)Customer | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Customer | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Subordinated note outstanding | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | ||
Maximum life of current operating leases | expire at various dates through 2024 | ||||
Capital leases | 6,000,000 | $ 6,000,000 | 4,800,000 | ||
Accumulated amortization of capital leases | 4,300,000 | 4,300,000 | $ 4,000,000 | ||
Depreciation and amortization | 4,081,000 | $ 2,881,000 | 10,645,000 | $ 8,649,000 | |
Payments for interest | 400,000 | 200,000 | 600,000 | 500,000 | |
Income taxes | 100,000 | 23,000 | 700,000 | 400,000 | |
Assets Held Under Capital Leases | |||||
Significant Accounting Policies [Line Items] | |||||
Depreciation and amortization | $ 700,000 | $ 700,000 | $ 1,700,000 | $ 1,900,000 | |
Sales Revenue, Services, Net | |||||
Significant Accounting Policies [Line Items] | |||||
Number of customers representing more than 10% | Customer | 1 | 1 | |||
Accounts Receivable | |||||
Significant Accounting Policies [Line Items] | |||||
Number of customers representing more than 10% | Customer | 0 | 0 | |||
Credit Concentration Risk | Sales Revenue, Services, Net | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 13.00% | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument covenant subordinated debt limit | $ 5,000,000 | $ 5,000,000 | |||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Subordinated note outstanding | $ 2,500,000 | $ 2,500,000 |
Significant Accounting Polici22
Significant Accounting Policies - Summary of Non-affiliated Customer and Client Concentrations (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Product Revenue | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.00% | 13.00% |
Product Revenue | Customer 2 | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% | 12.00% |
Sales Revenue, Services, Net | Client 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Aug. 05, 2015USD ($)shares | Jun. 11, 2015USD ($)shares | Jun. 11, 2015GBP (£)shares | Sep. 22, 2014USD ($)shares | Sep. 03, 2014USD ($)shares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Jun. 11, 2015GBP (£) |
Business Acquisition [Line Items] | |||||||||||
Amortization expenses | $ 1,000,000 | $ 1,500,000 | |||||||||
Total acquisition related costs | 2,200,000 | $ 1,400,000 | 3,700,000 | $ 1,500,000 | |||||||
REV | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Initial consideration paid | $ 3,200,000 | ||||||||||
Consideration paid | $ 4,254,000 | ||||||||||
Business combination, liabilities recognized | 1,700,000 | ||||||||||
Number of shares of common stock issued | shares | 27,407 | ||||||||||
Share consideration | $ 300,000 | ||||||||||
Total goodwill | 2,800,000 | ||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||
Residual value for intangible assets | 0 | 0 | |||||||||
Accounts receivable | 1,753,000 | ||||||||||
LAL | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Initial consideration paid | $ 4,000,000 | ||||||||||
Consideration paid | $ 4,950,000 | ||||||||||
Business combination, liabilities recognized | 1,800,000 | ||||||||||
Number of shares of common stock issued | shares | 54,604 | ||||||||||
Share consideration | $ 544,000 | ||||||||||
Total goodwill | 5,600,000 | ||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||
Residual value for intangible assets | 0 | 0 | |||||||||
Accounts receivable | $ 1,299,000 | ||||||||||
Moda | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments, minimum | £ | £ 0 | ||||||||||
Earn-out payments, maximum | $ 800,000 | £ 500,000 | |||||||||
Consideration paid | $ 1,005,000 | £ 650,000 | |||||||||
Business combination, liabilities recognized | 500,000 | ||||||||||
Number of shares of common stock issued | shares | 16,116 | 16,116 | |||||||||
Share consideration | $ 235,000 | ||||||||||
Total goodwill | 1,400,000 | ||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||
Residual value for intangible assets | 0 | 0 | |||||||||
Accounts receivable | $ 335,000 | ||||||||||
Moda | Restricted Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares of common stock issued | shares | 16,116 | 16,116 | |||||||||
Cross View, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments, minimum | $ 0 | ||||||||||
Earn-out payments, maximum | 18,000,000 | ||||||||||
Consideration paid | $ 30,740,000 | ||||||||||
Business combination, liabilities recognized | 12,700,000 | ||||||||||
Number of shares of common stock issued | shares | 553,223 | ||||||||||
Share consideration | $ 6,639,000 | ||||||||||
Total goodwill | 31,000,000 | ||||||||||
Consideration paid through common stock, value | 6,600,000 | ||||||||||
Accounts receivable | $ 7,698,000 | 1,200,000 | $ 1,200,000 | ||||||||
Goodwill amortization tax period | 15 years | ||||||||||
2015 Earn-out Payments | REV | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments, minimum | 700,000 | $ 700,000 | |||||||||
Earn-out payments, maximum | 1,800,000 | 1,800,000 | |||||||||
Earn-out payable in common stock | $ 200,000 | ||||||||||
2015 Earn-out Payments | LAL | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments, maximum | $ 2,000,000 | $ 2,000,000 | |||||||||
2015 Earn-out Payments | LAL | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of common stock Issuable | 25.00% | ||||||||||
2015 Earn-out Payments | Moda | Maximum | Restricted Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of common stock Issuable | 25.00% | 25.00% | |||||||||
2015 Earn-out Payments | Cross View, Inc. | Restricted Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of common stock Issuable | 20.00% | ||||||||||
2014 Earn-out Payments | REV | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration paid | $ 1,100,000 | ||||||||||
Number of shares of common stock issued | shares | 27,407 | ||||||||||
Share consideration | $ 300,000 | ||||||||||
2014 Earn-out Payments | LAL | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration paid | $ 1,000,000 | ||||||||||
2016 Earn-out Payments | Moda | Maximum | Restricted Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of common stock Issuable | 25.00% | 25.00% | |||||||||
2016 Earn-out Payments | Cross View, Inc. | Restricted Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of common stock Issuable | 15.00% | ||||||||||
2017 Earn-out Payments | Cross View, Inc. | Restricted Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of common stock Issuable | 15.00% |
Acquisitions - Summary of the E
Acquisitions - Summary of the Estimated Fair Value of the Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 05, 2015 | Jun. 11, 2015 | Sep. 22, 2014 | Sep. 03, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 40,778 | $ 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 and net liabilities assumed | 3,187 | |||||
Goodwill | 2,756 | |||||
Total purchase price | $ 5,943 | |||||
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 and net liabilities assumed | 1,283 | |||||
Goodwill | 5,610 | |||||
Total purchase price | $ 6,893 | |||||
Moda | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 126 | |||||
Accounts receivable | 335 | |||||
Property and equipment | 27 | |||||
Identifiable intangibles | 300 | |||||
Other assets | 23 | |||||
Total assets acquired | 811 | |||||
Total liabilities assumed | 542 | |||||
Net assets acquired and net liabilities assumed | 269 | |||||
Goodwill | 1,439 | |||||
Total purchase price | $ 1,708 | |||||
Cross View, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 7,698 | $ 1,200 | ||||
Property and equipment | 336 | |||||
Identifiable intangibles | 11,850 | |||||
Other assets | 254 | |||||
Total assets acquired | 20,138 | |||||
Total liabilities assumed | 2,404 | |||||
Net assets acquired and net liabilities assumed | 17,734 | |||||
Goodwill | 30,973 | |||||
Total purchase price | $ 48,707 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price for REV (Details) - REV $ / shares in Units, $ in Thousands | Sep. 03, 2014USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of shares of common stock issued | shares | 27,407 |
Multiplied by PFSweb Inc.'s stock price | $ / shares | $ 10.95 |
Share consideration | $ 300 |
Aggregate cash payments | 4,254 |
Performance-based contingent payments (based on fair value at acquisition date) | 1,389 |
Total purchase price | $ 5,943 |
Acquisitions - Acquisition Defi
Acquisitions - Acquisition Definite Lived Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
REV | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 1,019 |
Accumulated Amortization | (390) |
Net Carrying Value | 629 |
REV | Noncompete Agreements | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 94 |
Accumulated Amortization | (46) |
Net Carrying Value | $ 48 |
REV | Noncompete Agreements | Minimum | |
Business Acquisition [Line Items] | |
Estimated Useful Life from Acquisition | 1 year |
REV | Noncompete Agreements | Maximum | |
Business Acquisition [Line Items] | |
Estimated Useful Life from Acquisition | 3 years 6 months |
REV | Lease Agreements | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 45 |
Accumulated Amortization | (19) |
Net Carrying Value | $ 26 |
Estimated Useful Life from Acquisition | 2 years 6 months |
REV | Customer Relationships | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 880 |
Accumulated Amortization | (325) |
Net Carrying Value | $ 555 |
Estimated Useful Life from Acquisition | 6 years |
LAL | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 1,290 |
Accumulated Amortization | (439) |
Net Carrying Value | 851 |
LAL | Noncompete Agreements | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | 150 |
Accumulated Amortization | (43) |
Net Carrying Value | $ 107 |
Estimated Useful Life from Acquisition | 3 years 6 months |
LAL | Customer Relationships | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 990 |
Accumulated Amortization | (329) |
Net Carrying Value | $ 661 |
Estimated Useful Life from Acquisition | 6 years |
LAL | Trade Name | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 150 |
Accumulated Amortization | (67) |
Net Carrying Value | $ 83 |
Estimated Useful Life from Acquisition | 2 years 3 months |
Moda | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 300 |
Accumulated Amortization | (63) |
Net Carrying Value | $ 237 |
Moda | Minimum | |
Business Acquisition [Line Items] | |
Estimated Useful Life from Acquisition | 2 years |
Moda | Maximum | |
Business Acquisition [Line Items] | |
Estimated Useful Life from Acquisition | 3 years |
Cross View, Inc. | |
Business Acquisition [Line Items] | |
Fair Value at Acquisition | $ 11,850 |
Accumulated Amortization | (741) |
Net Carrying Value | $ 11,109 |
Cross View, Inc. | Minimum | |
Business Acquisition [Line Items] | |
Estimated Useful Life from Acquisition | 2 years |
Cross View, Inc. | Maximum | |
Business Acquisition [Line Items] | |
Estimated Useful Life from Acquisition | 8 years |
Acquisitions - Schedule of Pu27
Acquisitions - Schedule of Purchase Price for LAL (Details) - LAL $ / shares in Units, $ in Thousands | Sep. 22, 2014USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of shares of common stock issued | shares | 54,604 |
Multiplied by PFSweb Inc.'s stock price | $ / shares | $ 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 |
Acquisitions - Schedule of Pu28
Acquisitions - Schedule of Purchase Price for Moda (Details) - Moda $ / shares in Units, $ in Thousands | Jun. 11, 2015USD ($)$ / sharesshares | Jun. 11, 2015GBP (£)shares |
Business Acquisition [Line Items] | ||
Number of shares of common stock issued | shares | 16,116 | 16,116 |
Multiplied by PFSweb Inc.'s stock price | $ / shares | $ 14.60 | |
Share consideration | $ 235 | |
Aggregate cash payments | 1,005 | £ 650,000 |
Performance-based contingent payments (based on fair value at acquisition date) | 468 | |
Total purchase price | $ 1,708 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Purchase Price for Cross View (Details) - Cross View, Inc. $ / shares in Units, $ in Thousands | Aug. 05, 2015USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of shares of common stock issued | shares | 553,223 |
Multiplied by PFSweb Inc.'s stock price | $ / shares | $ 12 |
Share consideration | $ 6,639 |
Aggregate cash payments | 30,740 |
Performance-based contingent payments (based on fair value at acquisition date) | 11,328 |
Total purchase price | $ 48,707 |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Information for Comparative Purpose Assuming Acquisition (Details) - R E V Solutions Inc, Live Area Labs Incorporated and Cross View, Inc. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 73,843 | $ 69,172 | $ 219,747 | $ 206,493 |
Net loss | $ (1,493) | $ (1,447) | $ (7,676) | $ (9,507) |
Basic and diluted net loss per share | $ (0.08) | $ (0.08) | $ (0.44) | $ (0.57) |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Amortization Expenses (Details) - R E V Solutions Inc, Live Area Labs Incorporated and Cross View, Inc. $ in Thousands | Sep. 30, 2015USD ($) |
Business Acquisition [Line Items] | |
2,015 | $ 2,911 |
2,016 | 5,110 |
2,017 | 4,848 |
2,018 | 1,310 |
2,019 | $ 138 |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive stock options diluted net loss per share | 1.4 | 1.8 | 1.4 | 1.8 |
Stock and Stock Options - Addit
Stock and Stock Options - Additional Information (Details) - USD ($) $ in Thousands | Mar. 23, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options and stock option plans vesting terms period | 3 years | ||||
Stock option issued | 83,000 | 239,000 | |||
Stock based compensation expense | $ 1,492 | $ 853 | $ 3,446 | $ 2,509 | |
Selling, General and Administrative Expenses | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 1,500 | $ 900 | $ 3,400 | $ 2,500 | |
Other Stock-Based Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Awards issued under the employee stock and incentive plan | 12,000 | ||||
Restricted Stock Unit Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted stock units awards issued | 38,000 | ||||
Stock options and stock option plans vesting terms period | 3 years | ||||
Restricted Stock Unit Awards | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option issued | 86,500 | ||||
Performance Shares | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option issued | 280,000 |
Vendor Financing - Additional I
Vendor Financing - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | $ 2,500,000 | $ 2,500,000 |
Minimum | ||
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | 2,500,000 | |
Supplies Distributors | Minimum | ||
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | 2,500,000 | |
Short Term Credit Facility | United States | IBM Credit LLC | Supplies Distributors | ||
Line Of Credit Facility [Line Items] | ||
Maximum financing receivable capacity through agreement thereafter | $ 13,000,000 | |
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 | $ 5,700,000 | $ 8,400,000 |
Available credit | $ 3,100,000 | |
Interest rate on outstanding borrowings | 3.75% | |
Short Term Credit Facility | United States | IBM Credit LLC | Supplies Distributors | Minimum | ||
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | $ 2,500,000 | |
Short Term Credit Facility | 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 Obliga35
Debt and Capital Lease Obligations - Summary of Outstanding Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Master lease agreements | $ 6,647 | $ 5,589 |
Other | 169 | 166 |
Debt and capital lease obligation | 38,382 | 10,912 |
Current portion of long-term debt and capital lease obligations | 3,512 | 6,850 |
Long-term debt, less current portion | 34,870 | 4,062 |
U.S. Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | (634) | |
U.S. Credit Agreement | Revolver | ||
Debt Instrument [Line Items] | ||
Credit facility | 22,200 | |
U.S. Credit Agreement | Term loan | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 10,000 | |
Supplies Distributors | ||
Debt Instrument [Line Items] | ||
Loan and security agreements | 3,267 | |
PFS | ||
Debt Instrument [Line Items] | ||
Loan and security agreements | $ 1,890 |
Debt and Capital Lease Obliga36
Debt and Capital Lease Obligations - U.S. Credit Agreement - Additional Information (Details) - Regions Bank | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Line Of Credit Facility [Line Items] | |
Credit facility maximum borrowing capacity | $ 75,000,000 |
Credit facility, interest rate description | Borrowings under the Credit Agreement accrue interest at a variable rate, plus an applicable margin. |
Interest rate on outstanding borrowings | 4.50% |
Credit facility maturity period | 5 years |
Credit Agreement, fee paid | $ 600,000 |
Credit facility collateral pledge percentage | 65.00% |
Revolving Loan Facility | |
Line Of Credit Facility [Line Items] | |
Credit facility maximum borrowing capacity | $ 32,500,000 |
Credit facility due date | Aug. 5, 2020 |
Term Loan Facility | |
Line Of Credit Facility [Line Items] | |
Credit facility maximum borrowing capacity | $ 30,000,000 |
Credit facility due date | Aug. 5, 2020 |
Credit facility, percentage of amount borrowed due on maturity date | 60.00% |
Debt and Capital Lease Obliga37
Debt and Capital Lease Obligations - Loan and Security Agreement - Supplies Distributors - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt and Capital Lease Obligations [Abstract] | ||
Subordinated note outstanding | $ 2,500,000 | $ 2,500,000 |
Minimum | ||
Debt and Capital Lease Obligations [Abstract] | ||
Subordinated note outstanding | 2,500,000 | |
Minimum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Subordinated note outstanding | 2,500,000 | |
Maximum | ||
Debt and Capital Lease Obligations [Abstract] | ||
Maximum limit of restricted cash | 5,000,000 | |
Wells Fargo | Three Point Eight Million Outstanding Borrowings | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Interest rate on outstanding borrowings | 3.75% | |
Outstanding borrowing | $ 2,300,000 | |
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 | 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] | ||
Debt instrument, variable interest rate | 0.25% | |
Wells Fargo | Prime Rate | Maximum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Debt instrument, variable interest rate | 0.75% | |
Wells Fargo | Eurodollar | Minimum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Debt instrument, variable interest rate | 2.50% | |
Wells Fargo | Eurodollar | Maximum | Supplies Distributors | ||
Debt and Capital Lease Obligations [Abstract] | ||
Debt instrument, variable interest rate | 3.00% |
Debt and Capital Lease Obliga38
Debt and Capital Lease Obligations - Loan and Security Agreement - PFS - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | $ 2,500,000 | $ 2,500,000 |
PFS | Comerica | ||
Line Of Credit Facility [Line Items] | ||
Tangible net worth | 20,000,000 | |
Working Capital Advances | PFS | Comerica | ||
Line Of Credit Facility [Line Items] | ||
Maximum limit of loans and security agreement | 17,000,000 | |
Working Capital Seasonal Advances | PFS | Comerica | ||
Line Of Credit Facility [Line Items] | ||
Maximum limit of loans and security agreement | 20,000,000 | |
Equipment Advances | PFS | Comerica | ||
Line Of Credit Facility [Line Items] | ||
Maximum limit of loans and security agreement | $ 2,000,000 | |
Prime Rate | Working Capital Seasonal Advances | PFS | Comerica | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, variable interest rate | 1.00% | |
Prime Rate | Equipment Advances | PFS | Comerica | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, variable interest rate | 1.50% | |
Maximum | PFS | Comerica | ||
Line Of Credit Facility [Line Items] | ||
Subordinated note outstanding | $ 5,000,000 |
Debt and Capital Lease Obliga39
Debt and Capital Lease Obligations - Master Lease Agreements - Additional Information (Details) - Lease Agreements | 9 Months Ended |
Sep. 30, 2015 | |
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 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Product Revenue by Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Summary of product revenue by segments | |||||
Revenues | $ 71,183 | $ 57,095 | $ 198,205 | $ 168,367 | |
Summary of Income (loss) from continuing operations by segments | |||||
Income (loss) from continuing operations | (2,726) | (2,417) | (5,340) | (6,035) | |
Summary of Depreciation and amortization by segments | |||||
Depreciation and amortization | 4,081 | 2,881 | 10,645 | 8,649 | |
Summary of product revenue by segments | |||||
Capital expenditures | 1,522 | 1,404 | 3,468 | 4,329 | |
Summary of assets by segments | |||||
Assets | 165,970 | 165,970 | $ 140,746 | ||
PFSweb | |||||
Summary of Income (loss) from continuing operations by segments | |||||
Income (loss) from continuing operations | (2,757) | (2,817) | (6,288) | (7,347) | |
Summary of Depreciation and amortization by segments | |||||
Depreciation and amortization | 4,066 | 2,839 | 10,587 | 8,520 | |
Summary of product revenue by segments | |||||
Capital expenditures | 1,522 | 1,396 | 3,468 | 4,298 | |
Business and Retail Connect | |||||
Summary of Income (loss) from continuing operations by segments | |||||
Income (loss) from continuing operations | 31 | 400 | 948 | 1,312 | |
Summary of Depreciation and amortization by segments | |||||
Depreciation and amortization | 15 | 42 | 58 | 129 | |
Summary of product revenue by segments | |||||
Capital expenditures | 8 | 31 | |||
Operating Segments | PFSweb | |||||
Summary of product revenue by segments | |||||
Revenues | 56,897 | 39,754 | 153,040 | 111,645 | |
Summary of assets by segments | |||||
Assets | 195,275 | 195,275 | 104,372 | ||
Operating Segments | Business and Retail Connect | |||||
Summary of product revenue by segments | |||||
Revenues | 17,975 | 20,627 | 55,870 | 67,482 | |
Summary of assets by segments | |||||
Assets | 32,851 | 32,851 | 47,682 | ||
Eliminations | |||||
Summary of product revenue by segments | |||||
Revenues | (3,689) | $ (3,286) | (10,705) | $ (10,760) | |
Summary of assets by segments | |||||
Assets | $ (62,156) | $ (62,156) | $ (11,308) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Apr. 30, 2010 | |
Loss Contingencies [Line Items] | ||
Issuance of performance bond | $ 1,300,000 | |
eCost Product Sale | ||
Loss Contingencies [Line Items] | ||
Litigation settlement amount | 235,000 | |
eCost Product Sale | Selling, General and Administrative Expenses | ||
Loss Contingencies [Line Items] | ||
Litigation settlement expense | $ 385,000 | |
Pending Litigation | eCost Product Sale | ||
Loss Contingencies [Line Items] | ||
eCOST deposit account | $ 620,000 |