Acquisitions | 3. ACQUISITIONS Acquisitions have been recorded using the purchase method of accounting for business combinations. Acquisition Related Expenses The acquisitions discussed below are expected to enhance the Company’s overall service offering to its existing clients and customers as well as support anticipated growth opportunities. For the three months ended June 30, 2016 and 2015, acquisition related costs were $1.4 million and $0.9 million, respectively, and for the six months ended June 30, 2016 and 2015, acquisition related costs were $1.6 million and $1.3 million, respectively, and recognized in selling, general and administrative expenses in the condensed consolidated statements of operations. 2016 Acquisition Acquisition of Conexus On June 8, 2016, PFSweb, Inc. acquired the outstanding capital stock of Conexus, an eCommerce system integrator that provides strategic consulting, system integration, and managed services for leading businesses and technology companies. Conexus maintains primary operations in Basingstoke, Hampshire (U.K.). The purchase price for the shares consists of (i) an initial cash payment of £5,855,000 (approximately $8.5 million), subject to a post-closing adjustment based upon a May 31, 2016 balance sheet analysis to be completed following the closing, and (ii) up to an aggregate maximum of £1,445,000 (approximately $1.9 million at June 30, 2016), subject to Conexus achieving certain operational and financial targets during the post-closing period ending December 31, 2016 (the “Earn-out Payments”), subject to possible offsets for indemnification and other claims arising under the purchase agreement. Up to 40% (but not to exceed £450,000) (approximately $0.6 million at June 30, 2016) of the Earn-out Payments may be paid by the issuance of restricted shares of PFSweb common stock, based on its then current market value at the time of issuance. As of June 30, 2016, the Company has recorded a liability of $0.6 million applicable to the estimated Earn-out Payments, which is included in performance-based contingent payments in the condensed consolidated balance sheets. The results of operations of Conexus have been included in the Company's condensed consolidated financial statements since the date of acquisition which, for the three and six months ended June 30, 2016, includes $0.5 million of service fee revenue and $0.3 million of net loss. The net loss for Conexus for the three months ended June 30, 2016 included $0.5 million of acquisition related costs. Additional acquisition related costs applicable to the Conexus acquisition of approximately $1.0 million and $1.1 million were also incurred by the Company during the three and six month ended June 30, 2016, respectively. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The Company is in the process of finalizing the purchase price allocation and, accordingly, the following preliminary allocation of the purchase price is subject to adjustment. The following table summarizes the preliminary estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash $ 156 Accounts receivable, net 1,458 Other receivables 1,434 Property and equipment 200 Other assets 82 Intangible assets 2,181 Total assets acquired 5,511 Total liabilities assumed 2,211 Net assets acquired 3,300 Goodwill 5,772 Total purchase price $ 9,072 Aggregate cash payments 8,476 Performance-based contingent payments (based on estimated fair value at acquisition date) 596 Total purchase price $ 9,072 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 $5.8 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 Conexus acquisition. Estimated definite lived intangible assets acquired in the Conexus acquisition consist of customer relationships of $1.5 million, with an estimated useful life of approximately five years and developed technology of $0.7 million, with an estimated useful life of approximately three years. 2015 Acquisitions 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. 650,000 1.0 16,116 . The purchase agreement provides for Payments guaranteed 500,000 purchase performance-based contingent payments The estimated performance-based contingent liability for the Moda 2016 Earn-out Payments was reduced from $0.3 million as of December 31, 2015 to $0.1 million as of June 30, 2016 as a result of updated 2016 Moda financial projections. The results of operations of Moda have been included in the Company's condensed consolidated financial statements since the date of acquisition. The Company determines fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the fair value of the tangible and intangible assets acquired and liabilities assumed Cash and cash equivalents $ 126 Accounts receivable 335 Property and equipment 27 Identifiable intangibles 340 Other assets 23 Total assets acquired 851 Total liabilities assumed 658 Net assets acquired 193 Goodwill 1,287 Total purchase price $ 1,480 Purchase price for Moda is as follows (in thousands, except share data and stock price): 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) 240 Total purchase price $ 1,480 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 $1.3 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): June 30, 2016 December 31, 2015 Estimated Fair Value Accumulated Net Carrying Accumulated Net Carrying Useful Life at Acquisition Amortization Value Amortization Value from Acquisition Customer relationships $ 309 $ (203 ) $ 106 $ (141 ) $ 168 1.6 years Non-compete agreements 31 (21 ) 10 (12 ) 19 2.5 years Total definite lived intangible assets $ 340 $ (224 ) $ 116 $ (153 ) $ 187 Acquisition of CrossView On Consideration paid by the Company included an initial cash payment of $ 30.7 553,223 6.3 balance 2016 no 18.0 aggregate million will any common 10.2 The results of operations of CrossView have been included in the Company's condensed consolidated financial statements since the date of acquisition The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the preliminary estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Accounts receivable $ 7,595 Property and equipment 441 Other assets 149 Identifiable intangibles 9,050 Total assets acquired 17,235 Total liabilities assumed 2,556 Net assets acquired 14,679 Goodwill 30,176 Total purchase price $ 44,855 Purchase price for CrossView is as follows (in thousands, except share data and stock price): Number of shares of common stock issued 553,223 Multiplied by PFSweb Inc.'s stock price $ 11.40 Share consideration $ 6,307 Aggregate cash payments 30,740 Performance-based contingent payments (based on estimated fair value at acquisition date) 9,195 Post-closing balance sheet reconciliation adjustment (1,387 ) Total purchase price $ 44,855 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 $30.2 million, which, given the structure of the acquisition, is expected to be deductible for tax purposes over 15 years. 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 CrossView acquisition. Estimated definite lived intangible assets acquired in the CrossView acquisition consist of (in thousands): June 30, 2016 December 31, 2015 Fair Value Accumulated Net Carrying Accumulated Net Carrying Estimated Useful Life at Acquisition Amortization Value Amortization Value from Acquisition Trade names $ 1,100 $ (403 ) $ 697 $ (183 ) $ 917 2.5 years Non-compete agreements 300 (92 ) 208 (42 ) 258 3 years Customer relationships 6,800 (2,306 ) 4,494 (1,394 ) 5,406 9 years Developed technology 850 (308 ) 542 (140 ) 710 2.5-3 years Total definite lived intangible assets $ 9,050 $ (3,109 ) $ 5,941 $ (1,759 ) $ 7,291 Performance-Based Contingent Payment The following table presents the change in the acquisition related performance-based contingent payments for the periods presented: 2016 2015 As of January 1, $ 14,157 $ 5,391 CrossView earn-out payment in common stock and cash (7,942 ) - LAL earn-out payment in common stock and cash (2,000 ) (950 ) REV earn-out payment in common stock and cash (1,750 ) (1,434 ) Value recorded at acquisition - Conexus 553 - Value recorded at acquisition - Moda - 240 Change in balance due (1,609 ) 561 As of June 30, $ 1,409 $ 3,808 Pro Forma Information The following table presents selected pro forma information, for comparative purposes, assuming the acquisitions of Conexus and CrossView had occurred on January 1, 2015 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total revenues $ 78,841 $ 75,338 $ 155,907 $ 150,011 Net loss (814 ) (2,258 ) (1,438 ) (6,121 ) Basic and diluted net loss per share (0.04 ) (0.13 ) (0.08 ) (0.35 ) 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 Conexus and CrossView during the periods noted. Moda did not meet the significance test requirements and thus is not included in the pro forma presentation above. |