Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 07, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | PFSWEB INC | ||
Entity Central Index Key | 1,095,315 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Trading Symbol | PFSW | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 140,346,569 | ||
Entity Common Stock, Shares Outstanding | 18,768,567 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 24,425 | $ 21,781 |
Restricted cash | 215 | 275 |
Accounts receivable, net of allowance for doubtful accounts of $494 at December 31, 2016 and $600 at December 31, 2015, respectively | 80,223 | 70,700 |
Inventories, net of reserves of $568 and $739 at December 31, 2016 and December 31, 2015, respectively | 6,632 | 9,262 |
Other receivables | 6,750 | 8,704 |
Prepaid expenses and other current assets | 7,299 | 5,662 |
Total current assets | 125,544 | 116,384 |
PROPERTY AND EQUIPMENT, net | 30,264 | 24,093 |
IDENTIFIABLE INTANGIBLES, net | 6,864 | 8,810 |
GOODWILL | 46,210 | 39,829 |
OTHER ASSETS | 2,454 | 2,174 |
Total assets | 211,336 | 191,290 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt and capital lease obligations | 7,300 | 3,153 |
Trade accounts payable | 59,752 | 51,170 |
Deferred revenue | 7,156 | 7,390 |
Performance-based contingent payments | 2,405 | 11,679 |
Accrued expenses | 30,360 | 30,563 |
Total current liabilities | 106,973 | 103,955 |
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion | 52,399 | 32,238 |
DEFERRED REVENUE, less current portion | 4,127 | 4,499 |
DEFERRED RENT | 4,810 | 4,362 |
PERFORMANCE-BASED CONTINGENT PAYMENTS, less current portion | 1,678 | 2,478 |
OTHER LIABILITIES | 1,066 | |
Total liabilities | 171,053 | 147,532 |
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; 18,768,567 and 18,136,218 shares issued at December 31, 2016 and December 31, 2015, respectively; and 18,735,100 and 18,102,751 outstanding at December 31, 2016 and December 31, 2015, respectively | 19 | 18 |
Additional paid-in capital | 146,286 | 141,948 |
Accumulated deficit | (105,317) | (97,787) |
Accumulated other comprehensive income | (580) | (296) |
Treasury stock at cost, 33,467 shares | (125) | (125) |
Total shareholders’ equity | 40,283 | 43,758 |
Total liabilities and shareholders’ equity | $ 211,336 | $ 191,290 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 494 | $ 600 |
Inventories reserves | $ 568 | $ 739 |
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 | 18,768,567 | 18,136,218 |
Common stock, shares outstanding | 18,735,100 | 18,102,751 |
Treasury stock, shares | 33,467 | 33,467 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES: | |||
Service fee revenue | $ 226,165 | $ 182,175 | $ 134,385 |
Product revenue, net | 48,695 | 58,659 | 75,284 |
Pass-through revenue | 59,783 | 47,435 | 37,379 |
Total revenues | 334,643 | 288,269 | 247,048 |
COSTS OF REVENUES: | |||
Cost of service fee revenue | 155,513 | 123,574 | 94,858 |
Cost of product revenue | 45,883 | 55,587 | 71,019 |
Cost of pass-through revenue | 59,783 | 47,435 | 37,379 |
Total costs of revenues | 261,179 | 226,596 | 203,256 |
Gross profit | 73,464 | 61,673 | 43,792 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 76,304 | 66,280 | 47,658 |
Loss from operations | (2,840) | (4,607) | (3,866) |
INTEREST EXPENSE, net | 2,323 | 1,757 | 813 |
Loss from operations before income taxes | (5,163) | (6,364) | (4,679) |
INCOME TAX EXPENSE (BENEFIT) | 2,367 | 1,497 | (53) |
NET LOSS | $ (7,530) | $ (7,861) | $ (4,626) |
NET LOSS PER SHARE: | |||
Basic | $ (0.41) | $ (0.45) | $ (0.28) |
Diluted | $ (0.41) | $ (0.45) | $ (0.28) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | |||
Basic | 18,542 | 17,608 | 16,737 |
Diluted | 18,542 | 17,608 | 16,737 |
COMPREHENSIVE LOSS: | |||
Net loss | $ (7,530) | $ (7,861) | $ (4,626) |
Foreign currency translation adjustment, net of taxes | (284) | (978) | (1,129) |
TOTAL COMPREHENSIVE LOSS | $ (7,814) | $ (8,839) | $ (5,755) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning Balance at Dec. 31, 2013 | $ 40,925 | $ 17 | $ 124,522 | $ (85,300) | $ 1,811 | $ (125) |
Beginning Balance, Shares at Dec. 31, 2013 | 16,540,904 | 33,467 | ||||
Net loss | (4,626) | (4,626) | ||||
Stock-based compensation expense, net of taxes | 2,620 | 2,620 | ||||
Issuance of common stock, net | 1,631 | 1,631 | ||||
Issuance of common stock, net, Shares | 451,585 | |||||
Shares issued related to acquisitions | 544 | 544 | ||||
Shares issued related to acquisitions, Shares | 54,604 | |||||
Non-cash compensation expense | 140 | 140 | ||||
Other comprehensive income (loss) - foreign currency translation adjustment, net of taxes | (1,129) | (1,129) | ||||
Ending Balance at Dec. 31, 2014 | 40,105 | $ 17 | 129,457 | (89,926) | 682 | $ (125) |
Ending Balance, Shares at Dec. 31, 2014 | 17,047,093 | 33,467 | ||||
Net loss | (7,861) | (7,861) | ||||
Stock-based compensation expense, net of taxes | 3,991 | 3,991 | ||||
Issuance of common stock, net | 1,483 | 1,483 | ||||
Issuance of common stock, net, Shares | 492,379 | |||||
Shares issued related to acquisitions | 6,843 | $ 1 | 6,842 | |||
Shares issued related to acquisitions, Shares | 596,746 | |||||
Non-cash compensation expense | 175 | 175 | ||||
Other comprehensive income (loss) - foreign currency translation adjustment, net of taxes | (978) | (978) | ||||
Ending Balance at Dec. 31, 2015 | 43,758 | $ 18 | 141,948 | (97,787) | (296) | $ (125) |
Ending Balance, Shares at Dec. 31, 2015 | 18,136,218 | 33,467 | ||||
Net loss | (7,530) | (7,530) | ||||
Stock-based compensation expense, net of taxes | 804 | 804 | ||||
Issuance of common stock, net | 1,204 | $ 1 | 1,203 | |||
Issuance of common stock, net, Shares | 460,332 | |||||
Shares issued related to acquisitions | 2,331 | 2,331 | ||||
Shares issued related to acquisitions, Shares | 172,017 | |||||
Other comprehensive income (loss) - foreign currency translation adjustment, net of taxes | (284) | (284) | ||||
Ending Balance at Dec. 31, 2016 | $ 40,283 | $ 19 | $ 146,286 | $ (105,317) | $ (580) | $ (125) |
Ending Balance, Shares at Dec. 31, 2016 | 18,768,567 | 33,467 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (7,530) | $ (7,861) | $ (4,626) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 15,377 | 14,831 | 11,675 |
Amortization of debt issuance costs | 146 | 52 | |
Provision for doubtful accounts | 4 | 187 | 165 |
Provision for excess and obsolete inventory | 57 | 93 | 53 |
Loss on disposition of fixed assets | 219 | ||
Deferred income taxes | 823 | 58 | (841) |
Stock-based compensation expense | 2,111 | 4,637 | 3,059 |
Non-cash compensation expense | 175 | 140 | |
Change in performance-based contingent payments | 1,064 | 1,673 | |
Changes in operating assets and liabilities: | |||
Restricted cash | (138) | (31) | |
Accounts receivable | (8,931) | (5,632) | (2,743) |
Inventories | 2,578 | 1,070 | 3,407 |
Prepaid expenses, other receivables and other assets | 424 | (686) | (2,526) |
Deferred rent | 887 | (542) | (187) |
Accounts payable, deferred revenue, accrued expenses and other liabilities | 6,037 | 14,754 | 6,236 |
Net cash provided by operating activities | 13,266 | 22,671 | 13,781 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (8,713) | (4,489) | (5,445) |
Acquisitions, net of cash acquired | (8,359) | (31,619) | (6,366) |
Net cash used in investing activities | (17,072) | (36,108) | (11,811) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from issuance of common stock | 1,203 | 1,483 | 1,631 |
Taxes paid on behalf of employees for withheld shares | (1,307) | (646) | (438) |
Decrease (increase) in restricted cash | 60 | 383 | (360) |
Payments on performance-based contingent payments | (9,454) | (2,043) | |
Payments on capital lease obligations | (2,981) | (2,417) | (2,533) |
Payments on debt, net | (686) | (6,763) | (2,929) |
Payments on term debt | (563) | ||
Borrowings on term debt | 20,000 | 10,000 | |
Borrowings on revolver | 84,280 | 48,511 | |
Payments on revolver | (83,553) | (29,228) | |
Debt issuance costs | (723) | ||
Net cash provided by (used in) financing activities | 6,999 | 18,557 | (4,629) |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (549) | (1,467) | (1,631) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2,644 | 3,653 | (4,290) |
CASH AND CASH EQUIVALENTS, beginning of period | 21,781 | 18,128 | 22,418 |
CASH AND CASH EQUIVALENTS, end of period | 24,425 | 21,781 | 18,128 |
Non-cash investing and financing activities: | |||
Property and equipment acquired under long-term debt and capital leases | $ 6,793 | $ 4,649 | $ 5,344 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Overview | 1. Overview PFSweb, Inc. and its subsidiaries are collectively referred to as the “Company”; “Supplies Distributors” collectively 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.; “Conexus” refers to Conexus Limited; and “PFSweb” refers to PFSweb, Inc. and its subsidiaries, excluding Supplies Distributors and PFSweb Overview PFSweb is a global provider of omni-channel commerce solutions, including a broad range of technology, infrastructure and professional services, to major brand name companies and others seeking to optimize their supply chain and to enhance their online and traditional business channels and initiatives in the United States, Canada, and Europe. PFSweb’s service offerings include website design, creation and integration, digital agency and marketing, eCommerce technologies, order management, customer care, logistics and fulfillment, financial management and professional consulting. Supplies Distributors Overview Supplies Distributors and PFSweb operate under distributor agreements with Ricoh Company Limited and Ricoh USA Inc., a strategic business unit within the Ricoh Family Group of Companies (collectively hereafter referred to as “Ricoh”), under which Supplies Distributors acts as a distributor of various Ricoh products. The majority of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. Supplies Distributors has obtained financing (see Note 5) to fund certain 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. Supplies Distributors also maintains agreements with certain additional clients where it operates as an agent for the resale of product between the client and the customer, and records product revenue net of cost of product revenue as a component of service fee revenue. PFSweb also provides various transaction management services to Supplies Distributors under these arrangements. All of the agreements between PFSweb and Supplies Distributors were made in the context of an affiliate relationship and were negotiated in the overall context of PFSweb’s and Supplies Distributors’ arrangement with the client or vendor. 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation All intercompany accounts and transactions have been eliminated in consolidation. Investment in Affiliates Priority Fulfillment Services, Inc. (“PFS”), a wholly-owned subsidiary of PFSweb 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 decreased to less than $2.5 million without prior approval of certain of the Company’s lenders (see Note 5). As of December 31, 2016 and 2015, the outstanding balance of the Subordinated Note was $2.5 million, which is eliminated in the Company’s consolidated financial statements. Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s consolidated financial statements are fairly stated in accordance with US GAAP, and provide a fair presentation of the Company’s financial position and results of operations. Revenue and Cost Recognition The Company derives revenue primarily from services provided under contractual arrangements with its clients or from the sale of products under its distributor agreements. The following revenue recognition policies define the manner in which the Company accounts for sales transactions. The Company recognizes revenue when persuasive evidence of a sales arrangement exists, product shipment or delivery has occurred or services have been rendered, the sales price or fee is fixed or determinable, and collectability is reasonably assured. In instances where revenue is derived from sales of third-party vendor products or 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. 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 (“ASC”), “Revenue Recognition.” Distribution services relate primarily to inventory management, product receiving, warehousing and fulfillment (i.e., picking, packing and shipping) and facilities and operations management. Service fee revenue for these activities is recognized as earned, which is either (i) on a per transaction basis or (ii) at the time of product fulfillment, which occurs at the completion of the distribution services. Order management/customer care services relate primarily to taking customer orders for the Company’s clients’ products. These services also entail addressing customer questions related to orders, as well as cross-selling/up-selling activities. Service fee revenue for this activity is recognized as the services are rendered. Fees charged to the client are on a per transaction basis based on either (i) a pre-determined fee per order or fee per telephone minutes incurred, (ii) a per dedicated agent fee, or (iii) are included in the product fulfillment service fees that are recognized on product shipment. Professional consulting and technology service revenues primarily relate to design, implementation, service and support of eCommerce platforms, website design and solutions and quality control for the Company’s clients. Additionally, the Company provides digital agency services that enable client marketing programs to attract new customers, convert buyers and increase website value. These fees are typically charged on either a per labor hour or transaction basis, a dedicated resource model, a fixed price arrangement, or a percent of merchandise shipped basis. Service fee revenue for this activity is generally recognized as the services are rendered. The Company performs front-end set-up and integration services to support client eCommerce platforms and websites. When the Company determines these front-end set-up and integration services do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received and the related costs, and recognizes them over the expected performance period. When the Company determines these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, the Company uses the completed contract method to recognize revenues and costs if reasonable and reliable cost estimates for a project cannot be made. If reasonable and reliable costs estimates for a project can be made, the Company recognizes revenue over the expected performance period on a proportional performance basis, as determined by the relationship of actual effort incurred compared to the estimated total contract effort. At the time a loss in a contract is expected, the entire amount of the estimated loss is accrued. 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. 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 product revenue. Under its distributor agreements (see Note 8), Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and coop funds; certain freight costs; direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids; the cost of products provided to replace defective product returned by customers; and certain other expenses as defined. Supplies Distributors records these reimbursable amounts as they are incurred as other receivables in the consolidated balance sheet with a corresponding reduction in either inventory or cost of product revenue. Supplies Distributors also records pass-through customer marketing programs as a reduction of both product revenue and cost of product revenue. Accounts Receivable The Company recognizes revenue and records trade accounts receivable, pursuant to the methods described above, when collectability is reasonably assured. Collectability is evaluated in the aggregate and on an individual customer or client basis taking into consideration payment due date, historical payment trends, current financial position, results of independent credit evaluations and payment terms. Related reserves are determined by either using percentages applied to certain aged receivable categories based on historical results, reevaluated and adjusted as additional information is received, or a specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. Deferred Revenues and Deferred Costs The Company primarily performs its services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these set-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the expected performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. The following summarizes the deferred implementation revenues and costs, excluding technology and development costs that are included in property and equipment (in thousands): December 31, 2016 2015 Deferred implementation revenues Current $ 7,156 $ 7,390 Non-Current 4,127 4,499 $ 11,283 $ 11,889 Deferred implementation costs Current $ 2,770 $ 2,768 Non-Current 1,337 1,245 $ 4,107 $ 4,013 Current and non-current deferred implementation costs, excluding technology and development costs, are a component of prepaid expenses and other current assets and other assets, respectively. Concentration of Business and Credit Risk During 2016, no product customer or service fee client relationships represented more than 10% of the Company’s consolidated total net revenues. One service fee client relationship, the United States Mint, represented more than 10% of the Company’s consolidated total net revenues during 2015. No product customer or service fee client relationships represented more than 10% during 2014. As of both December 31, 2016 and 2015, one client exceeded 10% of the Company’s consolidated accounts receivable. The Company has provided certain collateralized guarantees of its subsidiaries’ financings and credit arrangements. These subsidiaries’ ability to obtain financing on similar terms would be significantly impacted without these guarantees. The Company has multiple arrangements with International Business Machines Corporation (“IBM”) and Ricoh. These arrangements include Supplies Distributors’ distributor agreements and certain of Supplies Distributors’ working capital financing agreements. The majority of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. Supplies Distributors also relies upon Ricoh’s sales force and product demand generation activities and the discontinuance of such services would have a material impact upon Supplies Distributors’ business. In addition, Supplies Distributors has product sales to IBM and Ricoh business affiliates. As a result of certain operational restructuring of its business, Ricoh has implemented, and will continue to implement, certain changes in the sale and distribution of Ricoh products. The changes have resulted, and are expected to continue to result, in reduced revenues and profitability for Supplies Distributors. Cash and Cash Equivalents Cash equivalents are defined as short-term highly liquid investments with original maturities, when acquired, of three months or less. At times, the Company has cash balances in domestic bank accounts that exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses related to these cash concentrations. Other Receivables Other receivables include $3.8 million and $3.5 million as of December 31, 2016 and 2015, respectively, primarily for amounts due from Ricoh for costs incurred by the Company under the distributor agreements (see Note 8). In addition, other receivables include $2.8 million and $2.5 million as of December 31, 2016 and 2015, respectively, applicable to value added tax receivables and a $1.4 million receivable as of December 31, 2015 applicable to the CrossView post-closing balance sheet reconciliation adjustment (see Note 3). Inventories Inventories (all of which are finished goods) are stated at the lower of weighted average cost or market. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined (see Note 8). In the event PFSweb, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. Supplies Distributors’ inventories include merchandise in-transit that has not been received by the Company but that has been shipped and invoiced by Supplies Distributors’ vendors. The corresponding payable for inventories in-transit is included in trade accounts payable in the accompanying consolidated balance sheets. The Company reviews inventory for impairment on a periodic basis, but at a minimum annually. Recoverability of the inventory on hand is measured by comparison of the carrying value of the inventory to the fair value of the inventory. The reserve for slow moving or excess inventory was $0.6 million and $0.7 million as of December 31, 2016 and 2015, respectively. Property and Equipment The components of property and equipment as of December 31, 2016 and 2015 are as follows (in thousands): December, 31 Depreciable 2016 2015 Life Purchased and capitalized software costs $ 52,409 $ 47,994 2-7 years Furniture and fixtures 30,713 24,346 2-10 years Computer equipment 16,771 13,460 2-5 years Leasehold improvements 14,874 13,429 2-10 years Other 1,472 1,448 3-5 years 116,239 100,677 Less-accumulated depreciation and amortization (85,975 ) (76,584 ) Property and equipment, net $ 30,264 $ 24,093 The Company makes judgments and estimates in conjunction with the carrying value of these assets, including amounts to be capitalized, depreciation and amortization methods and useful lives. Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Capitalized implementation costs are depreciated over the respective client expected performance period. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the remaining lease term. Depreciation and amortization expense related to property and equipment, excluding capital leases, for the years ended December 31, 2016, 2015 and 2014 was $8.6 million, $9.5 million and $9.1 million, respectively. The Company’s property and equipment held under capital leases amount to approximately $5.4 million and $5.5 million, net of accumulated amortization of approximately $5.1 million and $4.6 million, at December 31, 2016 and 2015, respectively. Depreciation and amortization expense related to capital leases for the years ended December 31, 2016, 2015 and 2014 was $2.8 million, $2.4 million and $2.5 million, respectively. Business Combinations The Company accounts for business combinations under the acquisition method of accounting, which requires the assets and liabilities to be recorded at their respective fair values as of the acquisition date in the consolidated financial statements. The determination of estimated fair value may require management to make significant estimates and assumptions. The purchase price is the fair value of the total consideration conveyed to the seller and the excess of the purchase price over the fair value of the acquired identifiable net assets, where applicable, is recorded as goodwill. The results of operations of an acquired business are included in the Company’s consolidated financial statements from the date of acquisition. Costs associated with the acquisition of a business are expensed in the period incurred. Long-Lived Assets, Goodwill and Identifiable Intangible Assets The Company reviews long-lived assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets include property and equipment, identifiable intangible assets, goodwill and certain other assets. Property and Equipment When events or changes in circumstances indicate that the carrying amount of our property and equipment might not be recoverable, the expected future undiscounted cash flows from the asset are estimated and compared with the carrying amount of the asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded. The impairment loss is measured by comparing the fair value of the asset with its carrying amount. Fair value is generally determined based on discounted cash flows or appraised values, as appropriate. During 2016, 2015 and 2014, no impairment of property and equipment was identified or recorded. Identifiable intangible assets The Company’s intangible assets are primarily comprised of the identifiable intangible assets that it acquired from acquisitions. Specifically, the Company’s recognized identifiable intangible assets include non-compete agreements, trade names, customer relationships and developed technology. Identifiable intangible assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of the asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The impairment loss to be recorded would be the excess of the asset’s carrying value over its fair value. Fair value is determined using a discounted cash flow analysis or other valuation technique. The Company did not record any impairment charge during 2016, 2015 and 2014. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill and other intangible assets with indefinite lives are not amortized to operations, but instead are reviewed for impairment at least annually in the fourth quarter, or more frequently when there is an indicator of impairment. Goodwill impairment exists when a reporting unit’s goodwill carrying value exceeds its implied fair value. The Company has no intangible asset with indefinite useful lives, other than goodwill. Accounting Standards Update (“ASU”) Topic 350: Testing Goodwill for Impairment In the event that the conclusion of Step 0 requires the two-step test, the first step compares the fair value of the reporting unit with its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. If the Company is required to perform the two-step test described in the preceding paragraph, it would determine fair value using generally accepted valuation techniques, including discounted cash flows and market multiple analyses. These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. The Company’s valuation methodology for assessing impairment would require management to make judgments and assumptions based on historical experience and projections of future operating performance. If these assumptions differ materially from future results, the Company may record impairment charges in the future. Operating Leases The Company leases certain real estate for its warehouse, call center, sales, professional services and corporate offices, as well as certain equipment under non-cancelable operating leases that expire at various dates through 2026. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other similar leases. The Company recognizes escalating lease payments on a straight-line basis over the term of each respective lease, and classifies the difference between cash payments and rent expense recognized as deferred rent in the accompanying consolidated balance sheets. Foreign Currency Translation and Transactions For the Company’s Canadian, European and Indian operations, the local currency is the functional currency. Assets and liabilities are translated at exchange rates in effect at the end of the period, and income and expense items are translated at the average exchange rates on a monthly basis. The Company includes currency gains and losses on short-term intercompany advances in the determination of net income and loss. The Company reports gains and losses on intercompany foreign currency transactions that are of a long-term investment nature as a separate component of shareholders’ equity. Stock-Based Compensation The Company uses stock-based compensation, including stock options, deferred stock units and other stock-based awards to provide long-term performance incentives for its executives, key employees and non-employee directors. From the service inception date to the grant date, the Company recognizes compensation cost for all share-based payments based on the reporting date fair value of the award. After the grant date, compensation cost is measured based on the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis, net of estimated forfeitures, over the requisite service period of each award. The Company records compensation cost as a component of selling, general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model and estimates the compensation cost for certain of the awards that have a performance condition using a Monte-Carlo simulation. The estimated fair value for awards involves assumptions for expected dividend yield, stock price volatility, risk-free interest rates and the expected life of the award. Income Taxes For federal income tax purposes, tax years that remain subject to examination include years 2013 through 2016. However, the utilization of net operating loss (“NOL”) carryforwards that arose prior to 2013 remains subject to examination through the years such carryforwards are utilized. For Europe, tax years that remain subject to examination include years 2014 to 2016. For Canada, tax years that remain subject to examination include years 2008 to 2016, depending on the subsidiary. For state income tax purposes, the tax years that remain subject to examination include years 2012 to 2016, depending upon the jurisdiction in which the Company files tax returns. The Company and its subsidiaries have various income tax returns in the process of examination. The Company does not expect these examinations will result in unrecognized tax benefits. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes interest and penalties related to certain tax positions in income tax expense and monitors uncertain tax positions and recognizes tax benefits only when management believes the relevant tax positions would more likely than not be sustained upon examination. Fair Value of Financial Instruments In accordance with ASC 825, Financial Instruments Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The carrying value of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, debt and capital lease obligations, approximate their fair values at December 31, 2016 and 2015 based on short terms to maturity or current market prices and interest rates or observable inputs such as quoted prices in active markets. Nonrecurring Fair Value Measurements The purchase price of business acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with any excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value of assets and liabilities. Non-financial assets such as goodwill, intangible assets, software development costs and property and equipment are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments. Net Loss Per Common Share Basic and diluted net loss per share are computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. The following equity awards (see Note 7) have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive: 1.2 million, 1.3 million and 1.6 million stock options for the years ended December 31, 2016, 2015 and 2014, respectively; 0.2 million, 0.7 million and 0.6 million performance shares and restricted stock units for the years ended December 31, 2016, 2015 and 2014, respectively; and 118,000, 72,000 and 41,000 deferred stock units for the years ended December 31, 2016, 2015 and 2014, respectively. Cash Paid For Interest and Taxes During Year The Company made payments for interest of approximately $1.7 million, $1.0 million and $0.7 million in the years ended December 31, 2016, 2015 and 2014, respectively (see Notes 5 and 6). Income tax payments of approximately $1.7 million, $1.4 million and $0.7 million were made during each of the years ended December 31, 2016, 2015 and 2014, respectively (see Note 10). Impact of Recently Issued Accounting Standards Pronouncements Recently Adopted In March 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-09, “ Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting 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” “Interest—Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The new guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. The core principle behind ASU No. 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering those goods and services. The standard creates a model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The new standard requires significantly expanded disclosures about revenue contract assets and liabilities and includes new accounting principles related to the deferral and amortization of contract acquisit |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 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 from its 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, and (ii) up to an aggregate maximum of £1,445,000 (approximately $1.8 million at December 31, 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 December 31, 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. Conexus did not achieve the operational and financial targets so the Company did not make any payments or record any liability as of December 31, 2016 applicable to the 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 an allocation of purchase price, and the results of operations of Conexus, including the amortization of acquired intangible assets, have been included in the Company's consolidated financial statements since the date of acquisition, which for 2016 included $3.3 million of service fee revenue and approximately $0.8 million of net loss. 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, including the finalization of a post-closing adjustment based upon a May 31, 2016 balance sheet analysis, and, accordingly, the following preliminary allocation of the purchase price is subject to adjustment. Cash $ 156 Accounts receivable, net 1,451 Other receivables 887 Other assets 421 Identifiable intangibles 2,035 Total assets acquired 4,950 Total liabilities assumed 2,218 Net assets acquired 2,732 Goodwill 6,336 Total purchase price $ 9,068 Purchase price for Conexus is as follows (in thousands): Aggregate cash payments $ 8,515 Performance-based contingent payments (based on estimated fair value at acquisition date) 553 Total purchase price $ 9,068 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 $6.3 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 identifiable intangible assets subject to amortization acquired during the Conexus acquisition. Estimated definite lived identifiable intangible assets acquired in the Conexus acquisition consist of (in thousands): December 31, 2016 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Developed technology $ 727 $ (145 ) $ 582 2.5 years Customer relationships 1,308 (461 ) 847 4.5 years Total definite lived identifiable intangible assets $ 2,035 $ (606 ) $ 1,429 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 $6.3 million in value as of the acquisition date). The initial cash payment was subject to adjustment based upon a post-closing balance sheet reconciliation. In addition, the purchase agreement provides for future earn-out payments (“CrossView Earn-out Payments”) payable 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. During 2016, the Company paid an aggregate of $7.9 million in settlement of the 2015 CrossView Earn-out Payments, of which, $1.6 million was paid by the issuance 122,066 of restricted shares of Company stock. The Company will pay 15% of any 2016 and 2017 earn-outs payments in restricted shares of Company common stock, based on its current market value at the time of issuance. As of December 31, 2016 and 2015, the Company had recorded a total liability of $4.1 million and $10.2 million, respectively, applicable to the CrossView Earn-out Payments, which is included in performance-based contingent liabilities in the consolidated balance sheets. 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 CrossView, including the amortization of acquired intangible assets, have been included in the Company's consolidated financial statements since the date of acquisition, which for 2015 included $13.8 million of service fee revenue and $0.6 million of net income. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Accounts receivable $ 7,550 Other assets 590 Identifiable intangibles 9,050 Total assets acquired 17,190 Total liabilities assumed 2,556 Net assets acquired 14,634 Goodwill 30,221 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 is not being amortized and 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 identifiable intangible assets subject to amortization acquired during the CrossView acquisition. Definite identifiable intangible lived assets acquired in the CrossView acquisition consist of (in thousands): December 31, 2016 December 31, 2015 Estimated Fair Value Accumulated Net Carrying Accumulated Net Carrying Useful Life at Acquisition Amortization Value Amortization Value from Acquisition Trade names $ 1,100 $ (623 ) $ 477 $ (183 ) $ 917 2.5 years Non-compete agreements 300 (142 ) 158 (42 ) 258 3 years Customer relationships 6,800 (3,219 ) 3,581 (1,394 ) 5,406 9 years Developed technology 850 (477 ) 373 (140 ) 710 2.5-3 years Total definite lived identifiable intangible assets $ 9,050 $ (4,461 ) $ 4,589 $ (1,759 ) $ 7,291 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 through its primary operations in London. . The purchase agreement provided for , which is included in performance-based contingent liabilities in the consolidated balance sheets 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 Moda, including the amortization of acquired intangible assets, have been included in the Company’s consolidated financial statements since the date of acquisition, which for 2015 included $1.2 million of service fee revenue and $0.2 million of net loss. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 126 Accounts receivable 335 Identifiable intangibles 340 Other assets 50 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 contingent payments $ 235 Aggregate cash payments 1,005 Performance-based contingent payments (based on 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 identifiable intangible assets subject to amortization acquired during the Moda acquisition. Definite lived identifiable intangible assets acquired in the Moda acquisition consist of (in thousands): December 31, 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 $ (265 ) $ 44 $ (141 ) $ 168 1.6 years Non-compete agreements 31 (31 ) - (12 ) 19 2.5 years Total definite lived identifiable intangible assets $ 340 $ (296 ) $ 44 $ (153 ) $ 187 Acquisition of LAL On September 22, 2014, PFS acquired the outstanding capital stock of LAL, a provider of digital agency services including strategy, branding, website design, visual design, copywriting, interactive development and support services primarily to manufacturers and retailers from its operations in the United States. As of December 31, 2015, the Company had recorded a total current liability of $2.0 million applicable to the 2015 LAL Earn-out Payments, which is included in performance-based contingent liabilities in the consolidated balance sheets. 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, including the amortization of acquired intangible assets, have been included in the Company's consolidated financial statements since the date of acquisition, which for 2014 included $3.1 million of service fee revenue and $0.5 million of net income. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash $ 30 Accounts receivable, net 1,299 Identifiable intangibles 1,290 Other assets 281 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 per share data and stock price): Number of shares of common stock issued 54,604 Multiplied by PFSweb Inc.'s stock price $ 9.96 Share consideration $ 544 Aggregate cash payments 4,000 Performance-based contingent payments (based on estimated fair value at acquisition date) 2,349 Total purchase price $ 6,893 The excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed was allocated to goodwill. Total goodwill of $5.6 million, none of which is deductible for tax purposes, is not being amortized but is subject to an annual impairment test using a fair-value-based approach. The Company is amortizing the identifiable intangible assets acquired using a pattern in which the economic benefit of the assets are expected to be realized by the Company over their estimated remaining useful lives. There are no residual values for any of the identifiable intangible assets subject to amortization acquired during the LAL acquisition. Definite lived identifiable intangible assets acquired in the LAL acquisition consist of (in thousands): December 31, 2016 December 31, 2015 Estimated Fair Value Accumulated Net Carrying Accumulated Net Carrying Useful Life at Acquisition Amortization Value Amortization Value from Acquisition Non-compete agreements $ 150 $ (97 ) $ 53 $ (54 ) $ 96 3.5 years Trade name 150 (150 ) - (83 ) 67 2.25 years Customer relationships 990 (613 ) 377 (426 ) 564 6 years Total definite lived identifiable intangible assets $ 1,290 $ (860 ) $ 430 $ (563 ) $ 727 Acquisition of REV On September 3, 2014, PFS acquired the outstanding capital stock of REV, a provider of eCommerce website technical design, development and support services from its operations in the United States and India, enabling retailers, manufacturers and suppliers to optimize the customer experience across multiple channels. The initial c . The purchase agreement provides for As of December 31, 2015, the Company had recorded a total current liability of $1.7 million applicable to the 2015 REV Earn-out Payments, which is included in performance-based contingent liabilities in the consolidated balance sheets. 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, including the amortization of acquired intangible assets, have been included in the Company's consolidated financial statements since the date of acquisition, which for 2014 included $2.5 million of service fee revenue and $0.4 million of net income. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 765 Accounts receivable 1,753 Identifiable intangibles 1,019 Other assets 305 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): Aggregate cash payments $ 3,161 Performance-based contingent payments (based on fair value at acquisition date) 2,782 Total purchase price $ 5,943 The excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed was allocated to goodwill. Total goodwill of $2.8 million, none of which is deductible for tax purposes, is not being amortized but is subject to an annual impairment test using a fair-value-based approach. The Company is amortizing the identifiable intangible assets acquired using a pattern in which the economic benefit of the assets are expected to be realized by the Company over their estimated remaining useful lives. There are no residual values for any of the identifiable intangible assets subject to amortization acquired during the REV acquisition. Definite lived identifiable intangible assets acquired in the REV acquisition consist of (in thousands): December 31, 2016 December 31, 2015 Estimated Fair Value Accumulated Net Carrying Accumulated Net Carrying Useful Life at Acquisition Amortization Value Amortization Value from Non-compete agreements $ 94 $ (71 ) $ 23 $ (51 ) $ 43 1-3.5 years Leasehold 45 (42 ) 3 (24 ) 21 2.5 years Customer relationships 880 (579 ) 301 (417 ) 463 6 years Total definite lived identifiable intangible assets $ 1,019 $ (692 ) $ 327 $ (492 ) $ 527 Performance-Based Contingent Payments The following table presents the change in the acquisition related performance-based contingent payments for the years presented: 2016 2015 As of January 1, $ 14,157 $ 5,392 Fair value at the time of acquisition - Conexus 553 — Fair value at the time of acquisition - Moda — 240 Fair value at the time of acquisition - CrossView — 9,195 CrossView earn-out payments in common stock and cash (7,941 ) — REV earn-out payments in common stock and cash (1,750 ) (1,393 ) LAL earn-out payments in common stock and cash (2,000 ) (950 ) Change in aggregate balances due 1,064 1,673 As of December 31, $ 4,083 $ 14,157 Pro Forma Information (unaudited) The following table presents selected pro forma information, for comparative purposes, assuming the acquisitions of REV and LAL had occurred on January 1, 2013, CrossView had occurred on January 1, 2014 and Conexus had occurred on January 1, 2015 (unaudited) (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Total revenues $ 338,271 $ 317,214 $ 293,534 Net loss (2,619 ) (6,548 ) (8,163 ) Basic and diluted net loss per share (0.14 ) (0.37 ) (0.47 ) 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, CrossView and Conexus during the periods noted. Unaudited pro forma results of operations assuming the Moda acquisition had taken place at the beginning of each period are not provided because the historical operating results of Moda were not significant and pro forma results would not be significantly different from reported results for the periods presented. 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 $2.5 million, $5.2 million and $1.7 million of acquisition-related expenses, including the aggregate change in balances due for performance-based contingent payments during the years ended December 31, 2016, 2015 and 2014, which are included in selling, general and administrative expenses in the consolidated statements of operations. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles, Net | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangibles, Net | 4. Goodwill and Identifiable Intangibles, Net Goodwill acquired through acquisitions is recognized as part of the PFSweb segment and was $46.2 million and $39.8 million as of December 31, 2016 and 2015, respectively The Company performed its annual goodwill impairment test during the fourth quarter of 2016, 2015 and 2014 by completing a Step 0 test. During each year, the Company determined that it was not more likely than not that the reporting unit’s fair value was less than its carrying value and, therefore, did not complete the prescribed two-step goodwill impairment test and thus the Company did not record any goodwill impairment during 2016, 2015 and 2014. The following table presents the gross carrying value and accumulated amortization for identifiable intangibles: December 31, 2016 December 31, 2015 Fair Value Accumulated Net Carrying Fair Value Accumulated Net Carrying Estimated Useful Life at Acquisition Amortization Value at Acquisition Amortization Value from Acquisition Trade names $ 1,250 $ (773 ) $ 477 $ 1,250 $ (266 ) $ 984 2.25 - 2.5 years Non-compete agreements 575 (341 ) 234 575 (159 ) 416 1- 3.5 years Leasehold 45 (42 ) 3 45 (24 ) 21 2.5 years Customer relationships 10,287 (5,137 ) 5,150 8,979 (2,378 ) 6,601 1.6 - 9 years Developed technology 1,577 (622 ) 955 850 (140 ) 710 2.5-3 years Other intangibles 493 (448 ) 45 468 (390 ) 78 9 years Total definite lived identifiable intangible assets $ 14,227 $ (7,363 ) $ 6,864 $ 12,167 $ (3,357 ) $ 8,810 Definite Lived Identifiable Intangible Asset Amortization The Company recognized $4.0 million, $3.0 million and $0.1 million of amortization expense, applicable to the preceding acquisitions’ definite lived identifiable intangible assets in selling, general and administrative expenses in 2016, 2015 and 2014, respectively. The estimated amortization expense for each of the next five years is as follows (in thousands): 2017 $ 3,142 2018 1,744 2019 745 2020 525 2021 282 |
Vendor Financing
Vendor Financing | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Vendor Financing | 5. Vendor Financing Supplies Distributors has a short-term credit facility with IBM Credit LLC (“IBM Credit”) to finance its purchase and 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 $7.3 million |
Debt and Capital Lease Obligati
Debt and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Capital Lease Obligations | 6. Debt and Capital Lease Obligations Outstanding debt and capital lease obligations consist of the following (in thousands): December 31, 2016 2015 U.S. Credit Agreement: Revolver $ 20,825 $ 19,283 Term loan 29,438 10,000 Equipment loan 3,596 — Debt Issuance costs (525 ) (671 ) Master lease agreements 6,277 6,644 Other 88 135 Total 59,699 35,391 Less current portion of long-term debt 7,300 3,153 Long-term debt, less current portion $ 52,399 $ 32,238 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 future lenders (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 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). As of December 31, 2016, the Company had $2.0 million In connection with the Credit Agreement, the Company paid $0.7 million of fees, which are being amortized through the life of the Credit Agreement and are reflected as a net reduction in debt. The Credit Agreement is secured by a lien on substantially all of the assets In June 2016, PFSweb also entered into a Master Agreement with Regions Bank to provide equipment loans financing for certain capital expenditures. As of December 31, 2016, there was approximately $3.6 million outstanding under the Equipment Loans Master Agreement. 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 periodic financial covenant requirements, such as profitability and cash flow, and required level of shareholders’ equity or net worth (as defined), the Company would be required to obtain a waiver from the lender or the lender would be entitled to accelerate the repayment of any outstanding credit facility obligations, and exercise all other rights and remedies, including sale of collateral and enforcement of payment under the Company parent guarantee. Any acceleration of the repayment of the credit facilities may have a material adverse impact on the Company’s financial condition and results of operations and no assurance can be given that the Company would have the financial ability to repay all of such obligations. At December 31, 2016 and 2015, the Company had restricted net assets of approximately $71.6 million and $71.8 million, respectively. As of and for the years ended December 31, 2016 and 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. Debt and Capital Lease Maturities The Company’s aggregate maturities of debt subsequent to December 31, 2016 are as follows, excluding $0.5 million in debt issuance costs that reduce the carrying amount of the debt (in thousands): Years ended December 31, 2017 $ 4,208 2018 3,689 2019 3,573 2020 41,665 2021 726 Total $ 53,861 The following is a schedule of the Company’s future minimum lease payments under the capital leases, together with the present value of the net minimum lease payments as of December 31, 2016 (in thousands): Years ended December 31, 2017 $ 3,338 2018 2,179 2019 642 2020 41 2021 — Total minimum lease payments $ 6,200 Less amount representing interest at rates ranging from 4.75% to 7.00% $ (362 ) Present value of net minimum lease payments 5,838 Less: Current portion (3,092 ) Long-term capital lease obligations $ 2,746 |
Stock and Stock Options
Stock and Stock Options | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock and Stock Options | 7. Stock and Stock Options Preferred Stock Purchase Rights On June 8, 2000, the Company’s Board of Directors declared a dividend distribution of one preferred stock purchase right (a “Right”) for each share of the Company’s common stock outstanding on July 6, 2000 and each share of common stock issued thereafter. Each Right entitles the registered shareholders to purchase from the Company one one-thousandth of a share of preferred stock at an exercise price of $65, subject to adjustment. The Rights are not currently exercisable, but would become exercisable if certain events occurred relating to a person or group acquiring or attempting to acquire 20 percent or more of the Company’s outstanding shares of common stock. The Rights expire 30 days after the Company’s 2018 Annual Meeting unless continuation of the Rights Agreement is approved by the stockholders of the Company at the 2018 Annual Meeting. Stock Compensation Plans The Company has an Employee Stock and Incentive Plan (the “Employee Plan”) and a Non-Employee Director Stock Option and Retainer Plan (the “Director Plan”), each as amended and restated (collectively, the “Plans”) under which an aggregate of 5,942,341 shares Total stock-based compensation expense was $2.1 million, is $2.7 million approximately 1.6 years As of December 31, 2016, there were 1,338,560 Stock Options The rights to purchase shares under employee stock option agreements issued under the Plans typically vest over a three-year period, one-twelfth each quarter. Stock options must be exercised within 10 years from the date of grant. Stock options are generally issued such that the exercise price is equal to the market value of the Company’s common stock at the date of grant. The following tables summarize stock option activity under the Plans: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Exercise Life (in Value (in Shares Price Per Share Price years) millions) Outstanding, December 31, 2015 1,337,774 $1.01 - $15.36 $ 6.69 Granted 164,500 $7.81 - $14.66 $ 11.37 Exercised (250,256 ) $1.01 - $11.19 $ 4.81 Canceled (36,964 ) $1.01 - $14.66 $ 11.77 Outstanding, December 31, 2016 1,215,054 $1.01 - $15.36 $ 7.56 Exercisable, December 31, 2016 911,237 $1.01 - $15.36 $ 6.12 5.3 $ 2.8 Exercisable and expected to vest, December 31, 2016 1,182,645 $1.01 - $15.36 $ 7.41 6.0 $ 2.8 The weighted average fair value per share of options granted during the years ended December 31, 2016, 2015 and 2014 was $ 5.88, The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants of options under the Plans: Year Ended December 31, 2016 2015 Expected dividend yield — — Expected stock price volatility 50% - 63% 63% - 68% Weighted average stock price volatility 54% 65% Risk-free interest rate 1.4% - 1.9% 1.5% - 1.8% Expected life of options (years) 6 6 The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock-price volatility. The assumptions listed above represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if other assumptions had been used, the Company’s recorded and pro forma stock-based compensation expense could have been different. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the share-based compensation expense could be materially different. The Company calculates the expected stock price volatility using the Company’s historical stock price during the expected term immediately preceding a stock option grant date. The Company has not paid dividends in the past and does not anticipate paying dividends in the future. Performance Shares On May 22, 2013, pursuant to the Employee Plan, the Company issued Performance-Based Share Awards (“2013 Performance Shares”, as defined in the Employee Plan) to the Company’s executive officers and certain senior management. Under the terms of such awards, the determination of the number of 2013 Performance Shares that each such individual may receive was subject to, and calculated by reference to, the achievement by the Company of a goal measured by a range of targeted financial performance, as defined. Based on the Company’s 2013 results, the Company issued an aggregate of approximately 598,000 2013 Performance Shares. The 2013 Performance Shares were subject to four year vesting based upon continued employment and the comparative market performance (on an annual and cumulative basis) of the Company’s common stock on NASDAQ compared to the Russell Micro Cap Index. Shares that do not vest on a scheduled vesting date due to a failure to satisfy vesting criteria are forfeited and do not vest in future periods. Based upon achievement of the respective vesting criteria, 149,500 2013 Performance Shares vested as of both December 31, 2013 and 2014, 130,700 2013 Performance Shares vested as of December 31, 2015 and 87,200 2013 Performance Shares vested as of December 31, 2016, while 81,100 2013 Performance Shares did not vest and were forfeited. The underlying stock certificates for the 2013 Performance Shares that vested December 31, 2016 are expected to be issued during the quarter ending March 31, 2017. In March 2014, pursuant to the Employee Plan, the Company issued 2014 Performance-Based Share Awards to the Company’s executive officers and certain senior management under which the number of performance shares to be issued was subject to, and calculated by reference to, the achievement by the Company of a performance goal measured by a range of targeted financial performance, as defined, for 2014. Based on the Company’s 2014 financial performance, no performance shares were issued under the 2014 Performance Based Share Awards. On March 23, 2015, pursuant to the Employee Plan, the Company issued approximately 12,000 Other Stock-Based Awards and approximately 38,000 2015 Restricted Stock Unit Awards (as defined in the Employee Plan) to certain of the Company’s executive officers and senior management. The 2015 Restricted Stock Unit Awards are subject to three year vesting based on continued employment and as of December 31, 2016 approximately 12,000 remain unvested. . Also on March 23, 2015, the Company issued additional Restricted Stock Units and Performance-Based Share Awards (as defined in the Employee 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. The actual number of shares issued on each annual vesting date could range from zero to 100%, depending on the satisfaction of the vesting criteria. Shares that do not vest on a scheduled vesting date due to a failure to satisfy vesting criteria are forfeited and do not vest in future periods. Based upon achievement of the respective vesting criteria, 70,800 2015 Performance Shares vested as of December 31, 2015. As of December 31, 2016, 87,400 of the 2015 Performance Shares did not vest and were forfeited. In March 2016, pursuant to the Employee Plan, the Company issued additional Restricted Stock Units and 2016 Performance-Based Share Awards (as defined in the Employee Plan) to the Company’s executive officers and certain senior management under which the number of performance shares to be issued was subject to, and calculated by reference to, the achievement by the Company of a performance goal measured by a range of targeted financial performance, as defined, for 2016 as well as, for certain of the Restricted Stock Units, individual performance goals, as defined. Based on the Company’s 2016 financial performance, no performance shares were awarded under the 2016 Restricted Stock Units and 2016 Performance Based Share Awards. The compensation cost for the market condition portion of the Performance Shares was estimated based on a grant date valuation using a Monte-Carlo simulation. The 2015 Performance Shares resulted in a range of estimated fair values of $6.74 - $12.87 for the annual performance market condition and $8.77 - $12.87 for the cumulative performance market condition. The estimated fair values used for the 2015 Performance Shares were computed assuming a risk-free interest rate of 1.3% and an expected volatility of 32.2%. As of December 31, 2016, the aggregate intrinsic value of the vested 2013 Performance shares was $0.7 million and the aggregate intrinsic value of the unvested 2015 Performance Shares was $1.1 million. As of December 31, 2016, the aggregate intrinsic value of the vested and unvested 2015 Restricted Stock Unit Awards was $0.1 million and $0.1 million, respectively. Stock Units Each non-employee Director of the Company’s Board of Directors (the “Board”) receives a quarterly retainer (the “Retainer”) of $25,000, payable on or about the first day of each quarter, through the issuance of an equity based award (an “Award”) under the Employee Plan in the form of a Deferred Stock Unit (a “DSU”). The number of DSUs is determined by dividing the Retainer by the immediately preceding closing price of the Common Stock. Each DSU represents the right to receive an equal number of shares of Common Stock upon the retirement, resignation or termination of service from the Board. As of December 31, 2016 and 2015, the Company has issued approximately 118,000 and 72,000 DSU Awards, respectively. |
Distributor Agreements
Distributor Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Contractors [Abstract] | |
Distributor Agreements | 8. Distributor Agreements Supplies Distributors, PFSweb and Ricoh have entered into distributor agreements under which Supplies Distributors acts as a distributor of various products, primarily Ricoh products, and PFSweb provides transaction management and fulfillment services to Supplies Distributors. The distributor agreements are subject to periodic renewals, the next of which is in December 2017. Under the distributor agreements, Ricoh sells product to Supplies Distributors and reimburses Supplies Distributors for certain freight costs, direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids, the cost of products provided to replace defective product returned by customers and other certain expenses as defined. Supplies Distributors can return to Ricoh product rendered obsolete by Ricoh engineering changes after customer demand ends. Ricoh determines when a product is obsolete. Ricoh and Supplies Distributors also have agreements under which Ricoh reimburses or collects from Supplies Distributors amounts calculated in certain inventory cost adjustments. Supplies Distributors passes through to customers marketing programs specified by Ricoh and administers such programs according to Ricoh guidelines. |
Supplies Distributors
Supplies Distributors | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Supplies Distributors | 9. Supplies Distributors Pursuant to a credit agreement, Supplies Distributors is restricted from making any distributions to PFSweb if, after giving affect thereto, Supplies Distributors’ would be in noncompliance with its financial covenants. Supplies Distributors has received lender approval to pay approximately $1.7 million of dividends in 2017. Supplies Distributors paid dividends to PFSweb of $1.1 million |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The consolidated income (loss) from continuing operations before income taxes, by domestic and foreign entities, is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (6,362 ) $ (9,010 ) $ (5,947 ) Foreign 1,199 2,646 1,268 Total $ (5,163 ) $ (6,364 ) $ (4,679 ) A reconciliation of the difference between the expected income tax expense (benefit) from continuing operations at the U.S. federal statutory corporate tax rate of 34%, and the Company’s effective tax rate is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Income tax benefit computed at statutory rate $ (1,755 ) $ (2,164 ) $ (1,591 ) Foreign dividends received 388 193 243 Items not deductible for tax purposes (956 ) 467 244 Change in valuation allowance 4,285 1,940 911 Change in valuation reserve related to business combination adjustments — — (979 ) State taxes 568 477 438 Foreign exchange rate difference (67 ) 258 155 Net operating loss adjustments 183 167 634 Prior year return-to-provision true-up (127 ) (21 ) (131 ) Other (152 ) 180 23 Provision for income taxes $ 2,367 $ 1,497 $ (53 ) Current and deferred income tax expense (benefit) is summarized as follows (in thousands): December 31, 2016 2015 2014 Current Domestic $ 19 $ 27 $ — State 568 479 460 Foreign 957 933 328 Total Current 1,544 1,439 788 Deferred Domestic 824 — (979 ) State 3 3 48 Foreign (4 ) 55 90 Total Deferred 823 58 (841 ) Provision for income taxes $ 2,367 $ 1,497 $ (53 ) The components of the deferred tax asset (liability) are as follows (in thousands): Year Ended December 31, 2016 2015 Deferred tax assets: Allowance for doubtful accounts $ 606 $ 687 Inventory reserve 185 239 Property and equipment 244 — Accrued expenses 1,803 2,167 Net operating loss carryforwards 23,883 20,896 Other 6,182 5,067 32,903 29,056 Less - Valuation allowance 32,725 28,440 Total deferred tax assets 178 616 Deferred tax liabilities: Property and equipment — (224 ) Other (824 ) — Total deferred tax liabilities (824 ) (224 ) Deferred tax assets (liabilities), net $ (646 ) $ 392 Management believes that PFSweb has not established a sufficient history of earnings, on a stand-alone basis, to support the more likely than not realization of certain deferred tax assets in excess of existing taxable temporary differences. A valuation allowance has been provided for the majority of these net deferred income tax assets as of December 31, 2016 and 2015. The remaining net deferred tax assets at both December 31, 2016 and 2015 primarily relate to the Company’s European operations and certain state tax benefits and are included in prepaid expenses and other current assets on the consolidated balance sheets. At December 31, 2016, net operating loss (“NOL”) carryforwards relate to taxable losses of PFSweb’s Canadian subsidiary totaling approximately $3.1 million and PFSweb’s U.S. subsidiaries totaling approximately $67.3 million that expire at various dates from 2019 through 2036. The U.S. NOL also includes approximately $19.1 million of NOL acquired before February 2006, which is subject to annual limits of $1.2 million, $16.0 million of NOL created before February 2006 subject to annual limits of $1.4 million, and $0.2 million acquired September 2014 subject to annual limits of $0.1 million under IRS Section 382. The Company evaluates its tax positions for potential liabilities associated with unrecognized tax benefits. As of and for the year ended December 31, 2014, $0.1 million of unrecognized tax benefits, penalties or interest were identified or recorded in conjunction with the Company’s acquisition of REV. The Company does not expect to record unrecognized tax benefits in the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company leases facilities, warehouse and office space and transportation and other equipment under operating leases expiring in various years through 2026. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced by other similar leases. The Company’s facility leases generally contain one or more renewal options. Minimum future annual rental payments under non-cancelable operating leases having original terms in excess of one year are as follows (in thousands): Operating Lease Payments Year ended December 31, 2017 $ 9,728 2018 8,156 2019 7,562 2020 6,985 2021 6,106 Thereafter 13,784 Total $ 52,321 Total rental expense under operating leases approximated $11.2 million, $8.2 million and $7.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company received municipal tax abatements in certain locations. In prior years, the Company received notice from a municipality that it did not satisfy certain criteria necessary to maintain the abatements and that the municipal authority planned to make an adjustment to the Company’s tax abatement. The Company disputed the adjustment and such dispute has been settled with the municipality. However, the amount of additional property taxes to be assessed against the Company and the timing of the related payments has not been finalized. As of December 31, 2016, the Company believes it has adequately accrued for the expected assessment. In April 2010, a sales employee of eCOST.com, Inc. (“eCOST”, the former name of Retail Connect) was charged with violating various federal criminal statutes in connection with the sales of eCOST products to certain customers, and approximately $620,000 held in an eCOST deposit account was seized and turned over to the Office of the U.S. Attorney in connection with such activity. In August 2012, the employee pleaded guilty to a misdemeanor. Neither the Company nor eCOST have been charged with any criminal activity. During 2015, the matter was settled and $235,000 of the subject funds were released to the Company. The Company recorded a $385,000 expense, included as a component of selling, general and administrative expenses in the consolidated statements of operations, to properly reflect the settlement. 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. In the opinion of management, any liabilities resulting from these claims, would not have a material adverse effect on the Company’s financial position or results of operations. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 12. Segment and Geographic Information The Company is currently organized into two primary operating segments, which generally align with the corporate organization structure. In the first segment, PFSweb is a global provider of various infrastructure, technology and digital agency solutions and operates as a service fee business. In the second operating segment, (“Business and Retail Connect”), subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. In this segment, the Company generally recognizes product revenue. Goodwill acquired through acquisitions is recognized as part of the PFSweb segment. Year Ended December 31, 2016 2015 2014 Revenues (in thousands): PFSweb $ 284,331 $ 228,504 $ 171,508 Business and Retail Connect 68,097 76,142 91,234 Eliminations (17,785 ) (16,377 ) (15,694 ) $ 334,643 $ 288,269 $ 247,048 Income (loss) from operations (in thousands): PFSweb $ (5,730 ) $ (6,338 ) $ (5,951 ) Business and Retail Connect 2,890 1,731 2,085 $ (2,840 ) $ (4,607 ) $ (3,866 ) Depreciation and amortization (in thousands): PFSweb $ 15,355 $ 14,763 $ 11,620 Business and Retail Connect 22 68 55 $ 15,377 $ 14,831 $ 11,675 Capital expenditures (in thousands): PFSweb $ 8,683 $ 4,489 $ 5,445 Business and Retail Connect 30 — — $ 8,713 $ 4,489 $ 5,445 December 31, 2016 2015 Assets (in thousands): PFSweb $ 167,152 $ 151,064 Business and Retail Connect 55,559 50,682 Eliminations (11,375 ) (10,456 ) $ 211,336 $ 191,290 Geographic areas in which the Company operates include the United States, Europe (primarily Belgium and England), Canada and India. Substantially all of the services performed in India support client arrangements in the United States, where the resulting revenue is reported. The following is geographic information by area. Revenues are attributed based on the Company’s domicile. Year Ended December 31, 2016 2015 2014 Revenues (in thousands): United States $ 280,323 $ 243,745 $ 197,709 Europe 47,739 42,438 43,291 Canada 7,511 6,306 7,222 India 6,260 3,311 641 Inter-segment Eliminations (7,190 ) (7,531 ) (1,815 ) $ 334,643 $ 288,269 $ 247,048 December 31, 2016 2015 Long-lived assets (in thousands): United States $ 70,313 $ 69,579 Europe 11,182 3,467 Canada 202 198 India 4,095 1,662 $ 85,792 $ 74,906 |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Savings Plan | 13. Employee Savings Plan The Company has a defined contribution employee savings plan under Section 401(k) of the Internal Revenue Code. Substantially all full-time and part-time U.S. employees are eligible to participate in the plan. The Company, at its discretion, may match employee contributions to the plan and also make an additional matching contribution in the form of profit sharing in recognition of the Company’s performance. The Company contributed approximately $0.4 million $0.3 million and $0.2 million during the years ended December 31, 2016, 2015 and 2014, respectively, to match an approved percentage of employee contributions. |
Quarterly Data - Seasonality (
Quarterly Data - Seasonality (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data - Seasonality (Unaudited) | 14. Quarterly Data – Seasonality (Unaudited) The seasonality of the Company’s business is dependent upon the seasonality of its clients’ business and their sale of products. Management believes that with the Company’s current client mix and their clients’ business volumes, the Company’s service fee revenue business activity and pass-through revenue is at its highest in the quarter ended December 31 subject to transactional volumes of its clients. Supplier Distributors’ product revenue business activity is generally expected to be more evenly distributed throughout the year. The Company’s fourth quarter accounted for 30.6% and 31.2% of its net revenues for the years ended December 31, 2016 and 2015, respectively. Each of the three months ended December 31, 2016 and 2015, reflect the impact of a full quarter of activity related to new 2015 acquisitions, Moda and CrossView (see Note 3). The three months ended December 31, 2016 were impacted by a full quarter of activity related to the acquisition of Conexus (see Note 3). The estimated performance-based liability related to the CrossView acquisition was increased by $3.7 million during the three months ended December 31, 2016 based on CrossView’s 2016 financial performance and updated projections for 2017. Unaudited quarterly results of operations for the years ended December 31, 2016 and 2015 were as follows (amounts in thousands, except per share data): Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2016 Total revenues $ 75,080 $ 77,199 $ 79,910 $ 102,454 Income (loss) from operations 198 (1,385 ) (6 ) (1,647 ) Net loss (752 ) (2,182 ) (1,039 ) (3,557 ) Basic loss per common share $ (0.04 ) $ (0.12 ) $ (0.06 ) $ (0.19 ) Diluted loss per common share $ (0.04 ) $ (0.12 ) $ (0.06 ) $ (0.19 ) Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2015 Total revenues $ 63,846 $ 63,176 $ 71,183 $ 90,064 Income (loss) from operations (1,115 ) (1,499 ) (2,726 ) 733 Net loss (1,693 ) (1,900 ) (3,670 ) (598 ) Basic loss per common share $ (0.10 ) $ (0.11 ) $ (0.21 ) $ (0.03 ) Diluted loss per common share $ (0.10 ) $ (0.11 ) $ (0.21 ) $ (0.03 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions In September 2014, the Company purchased all of the stock of REV Solutions, Inc. and REVTech Solutions India Private Limited from the selling shareholders, which included Mr. Steven Stephan, who served as an officer of the Company from the closing of the transaction until September 30 2016. The transaction provided for, in addition to a closing payment, earn-out payments based on the achievement of certain metrics for each of calendar years 2014 and 2015. Since January 1, 2015, the Company paid Mr. Stephan an aggregate of $2.4 million and issued 38,574 shares of common stock as the final purchase price earn-out payments associated with such transaction. |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SCHEDULE I PFSWEB, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS – PARENT COMPANY ONLY (In thousands) December 31, December 31, 2016 2015 ASSETS: Cash and cash equivalents $ 144 $ 305 Other receivables — 1,398 Total current assets 144 1,703 Receivable from subsidiaries — 4,371 Investment in subsidiaries 52,725 48,159 Total assets $ 52,869 $ 54,233 LIABILITIES: Performance-based contingent payments $ 2,405 $ 7,997 Total current liabilities 2,405 7,997 Performance-based contingent payments, less current portion 1,678 2,478 Payable to subsidiaries 8,503 — Total liabilities 12,586 10,475 SHAREHOLDERS’ EQUITY: Preferred stock — — Common stock 19 18 Additional paid-in capital 146,286 141,948 Accumulated deficit (105,317 ) (97,787 ) Accumulated other comprehensive income (580 ) (296 ) Treasury stock (125 ) (125 ) Total shareholders’ equity 40,283 43,758 Total liabilities and shareholders’ equity $ 52,869 $ 54,233 The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. SCHEDULE I PFSWEB, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF OPERATIONS – PARENT COMPANY ONLY FOR THE YEARS ENDED DECEMBER 31 (In thousands) 2016 2015 2014 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and administrative expenses $ 3,008 $ 5,594 $ 4,806 Equity in net loss (income) of consolidated subsidiaries 4,408 2,130 (180 ) Total operating expenses 7,416 7,724 4,626 Interest expense 114 137 — NET LOSS $ (7,530 ) $ (7,861 ) $ (4,626 ) The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. SCHEDULE I PFSWEB, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOWS – PARENT COMPANY ONLY FOR THE YEARS ENDED DECEMBER 31 (In thousands) 2016 2015 2014 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (7,530 ) $ (7,861 ) $ (4,626 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 2,111 4,637 3,059 Change in performance-based contingent payments 1,011 891 — Equity in net loss (income) of consolidated subsidiaries 4,408 2,130 (180 ) Net cash used in operating activities — (203 ) (1,747 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions, net of cash acquired (8,359 ) (31,619 ) — Net cash used in investing activities (8,359 ) (31,619 ) — CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 1,203 1,483 1,631 Payments on performance-based contingent payments (6,354 ) — — Decrease (increase) in receivable from subsidiaries, net 13,349 30,089 (10,057 ) Net cash provided by (used in) financing activities 8,198 31,572 (8,426 ) NET DECREASE IN CASH (161 ) (250 ) (10,167 ) CASH AND CASH EQUIVALENTS, beginning of period 305 555 10,722 CASH AND CASH EQUIVALENTS, end of period $ 144 $ 305 $ 555 The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II PFSWEB, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31 (Amounts in thousands) Additions Balance at Charges to Charges to Balance Beginning Cost and Other at end of Period Expenses Accounts Deductions of Period Year Ended December 31, 2014: Allowance for doubtful accounts $ 382 $ 165 $ — $ (100 ) $ 447 Reserve for excess and obsolete inventory $ 962 $ 53 $ — $ (247 ) $ 768 Year Ended December 31, 2015: Allowance for doubtful accounts $ 447 $ 187 $ — $ (34 ) $ 600 Reserve for excess and obsolete inventory $ 768 $ 93 $ — $ (122 ) $ 739 Year Ended December 31, 2016: Allowance for doubtful accounts $ 600 $ 4 $ — $ (110 ) $ 494 Reserve for excess and obsolete inventory $ 739 $ 57 $ — $ (228 ) $ 568 |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation All intercompany accounts and transactions have been eliminated in consolidation. |
Investment in Affiliates | Investment in Affiliates Priority Fulfillment Services, Inc. (“PFS”), a wholly-owned subsidiary of PFSweb 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 decreased to less than $2.5 million without prior approval of certain of the Company’s lenders (see Note 5). As of December 31, 2016 and 2015, the outstanding balance of the Subordinated Note was $2.5 million, which is eliminated in the Company’s consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s consolidated financial statements are fairly stated in accordance with US GAAP, and provide a fair presentation of the Company’s financial position and results of operations. |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company derives revenue primarily from services provided under contractual arrangements with its clients or from the sale of products under its distributor agreements. The following revenue recognition policies define the manner in which the Company accounts for sales transactions. The Company recognizes revenue when persuasive evidence of a sales arrangement exists, product shipment or delivery has occurred or services have been rendered, the sales price or fee is fixed or determinable, and collectability is reasonably assured. In instances where revenue is derived from sales of third-party vendor products or 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. 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 (“ASC”), “Revenue Recognition.” Distribution services relate primarily to inventory management, product receiving, warehousing and fulfillment (i.e., picking, packing and shipping) and facilities and operations management. Service fee revenue for these activities is recognized as earned, which is either (i) on a per transaction basis or (ii) at the time of product fulfillment, which occurs at the completion of the distribution services. Order management/customer care services relate primarily to taking customer orders for the Company’s clients’ products. These services also entail addressing customer questions related to orders, as well as cross-selling/up-selling activities. Service fee revenue for this activity is recognized as the services are rendered. Fees charged to the client are on a per transaction basis based on either (i) a pre-determined fee per order or fee per telephone minutes incurred, (ii) a per dedicated agent fee, or (iii) are included in the product fulfillment service fees that are recognized on product shipment. Professional consulting and technology service revenues primarily relate to design, implementation, service and support of eCommerce platforms, website design and solutions and quality control for the Company’s clients. Additionally, the Company provides digital agency services that enable client marketing programs to attract new customers, convert buyers and increase website value. These fees are typically charged on either a per labor hour or transaction basis, a dedicated resource model, a fixed price arrangement, or a percent of merchandise shipped basis. Service fee revenue for this activity is generally recognized as the services are rendered. The Company performs front-end set-up and integration services to support client eCommerce platforms and websites. When the Company determines these front-end set-up and integration services do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received and the related costs, and recognizes them over the expected performance period. When the Company determines these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, the Company uses the completed contract method to recognize revenues and costs if reasonable and reliable cost estimates for a project cannot be made. If reasonable and reliable costs estimates for a project can be made, the Company recognizes revenue over the expected performance period on a proportional performance basis, as determined by the relationship of actual effort incurred compared to the estimated total contract effort. At the time a loss in a contract is expected, the entire amount of the estimated loss is accrued. 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. 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 product revenue. Under its distributor agreements (see Note 8), Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and coop funds; certain freight costs; direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids; the cost of products provided to replace defective product returned by customers; and certain other expenses as defined. Supplies Distributors records these reimbursable amounts as they are incurred as other receivables in the consolidated balance sheet with a corresponding reduction in either inventory or cost of product revenue. Supplies Distributors also records pass-through customer marketing programs as a reduction of both product revenue and cost of product revenue. Accounts Receivable The Company recognizes revenue and records trade accounts receivable, pursuant to the methods described above, when collectability is reasonably assured. Collectability is evaluated in the aggregate and on an individual customer or client basis taking into consideration payment due date, historical payment trends, current financial position, results of independent credit evaluations and payment terms. Related reserves are determined by either using percentages applied to certain aged receivable categories based on historical results, reevaluated and adjusted as additional information is received, or a specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. Deferred Revenues and Deferred Costs The Company primarily performs its services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these set-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the expected performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. The following summarizes the deferred implementation revenues and costs, excluding technology and development costs that are included in property and equipment (in thousands): December 31, 2016 2015 Deferred implementation revenues Current $ 7,156 $ 7,390 Non-Current 4,127 4,499 $ 11,283 $ 11,889 Deferred implementation costs Current $ 2,770 $ 2,768 Non-Current 1,337 1,245 $ 4,107 $ 4,013 Current and non-current deferred implementation costs, excluding technology and development costs, are a component of prepaid expenses and other current assets and other assets, respectively. |
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk During 2016, no product customer or service fee client relationships represented more than 10% of the Company’s consolidated total net revenues. One service fee client relationship, the United States Mint, represented more than 10% of the Company’s consolidated total net revenues during 2015. No product customer or service fee client relationships represented more than 10% during 2014. As of both December 31, 2016 and 2015, one client exceeded 10% of the Company’s consolidated accounts receivable. The Company has provided certain collateralized guarantees of its subsidiaries’ financings and credit arrangements. These subsidiaries’ ability to obtain financing on similar terms would be significantly impacted without these guarantees. The Company has multiple arrangements with International Business Machines Corporation (“IBM”) and Ricoh. These arrangements include Supplies Distributors’ distributor agreements and certain of Supplies Distributors’ working capital financing agreements. The majority of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. Supplies Distributors also relies upon Ricoh’s sales force and product demand generation activities and the discontinuance of such services would have a material impact upon Supplies Distributors’ business. In addition, Supplies Distributors has product sales to IBM and Ricoh business affiliates. As a result of certain operational restructuring of its business, Ricoh has implemented, and will continue to implement, certain changes in the sale and distribution of Ricoh products. The changes have resulted, and are expected to continue to result, in reduced revenues and profitability for Supplies Distributors. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are defined as short-term highly liquid investments with original maturities, when acquired, of three months or less. At times, the Company has cash balances in domestic bank accounts that exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses related to these cash concentrations. |
Other Receivables | Other Receivables Other receivables include $3.8 million and $3.5 million as of December 31, 2016 and 2015, respectively, primarily for amounts due from Ricoh for costs incurred by the Company under the distributor agreements (see Note 8). In addition, other receivables include $2.8 million and $2.5 million as of December 31, 2016 and 2015, respectively, applicable to value added tax receivables and a $1.4 million receivable as of December 31, 2015 applicable to the CrossView post-closing balance sheet reconciliation adjustment (see Note 3). |
Inventories | Inventories Inventories (all of which are finished goods) are stated at the lower of weighted average cost or market. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined (see Note 8). In the event PFSweb, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. Supplies Distributors’ inventories include merchandise in-transit that has not been received by the Company but that has been shipped and invoiced by Supplies Distributors’ vendors. The corresponding payable for inventories in-transit is included in trade accounts payable in the accompanying consolidated balance sheets. The Company reviews inventory for impairment on a periodic basis, but at a minimum annually. Recoverability of the inventory on hand is measured by comparison of the carrying value of the inventory to the fair value of the inventory. The reserve for slow moving or excess inventory was $0.6 million and $0.7 million as of December 31, 2016 and 2015, respectively. |
Property and Equipment | Property and Equipment The components of property and equipment as of December 31, 2016 and 2015 are as follows (in thousands): December, 31 Depreciable 2016 2015 Life Purchased and capitalized software costs $ 52,409 $ 47,994 2-7 years Furniture and fixtures 30,713 24,346 2-10 years Computer equipment 16,771 13,460 2-5 years Leasehold improvements 14,874 13,429 2-10 years Other 1,472 1,448 3-5 years 116,239 100,677 Less-accumulated depreciation and amortization (85,975 ) (76,584 ) Property and equipment, net $ 30,264 $ 24,093 The Company makes judgments and estimates in conjunction with the carrying value of these assets, including amounts to be capitalized, depreciation and amortization methods and useful lives. Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Capitalized implementation costs are depreciated over the respective client expected performance period. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the remaining lease term. Depreciation and amortization expense related to property and equipment, excluding capital leases, for the years ended December 31, 2016, 2015 and 2014 was $8.6 million, $9.5 million and $9.1 million, respectively. The Company’s property and equipment held under capital leases amount to approximately $5.4 million and $5.5 million, net of accumulated amortization of approximately $5.1 million and $4.6 million, at December 31, 2016 and 2015, respectively. Depreciation and amortization expense related to capital leases for the years ended December 31, 2016, 2015 and 2014 was $2.8 million, $2.4 million and $2.5 million, respectively. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting, which requires the assets and liabilities to be recorded at their respective fair values as of the acquisition date in the consolidated financial statements. The determination of estimated fair value may require management to make significant estimates and assumptions. The purchase price is the fair value of the total consideration conveyed to the seller and the excess of the purchase price over the fair value of the acquired identifiable net assets, where applicable, is recorded as goodwill. The results of operations of an acquired business are included in the Company’s consolidated financial statements from the date of acquisition. Costs associated with the acquisition of a business are expensed in the period incurred. |
Long-Lived Assets, Goodwill and Identifiable Intangible Assets | Long-Lived Assets, Goodwill and Identifiable Intangible Assets The Company reviews long-lived assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets include property and equipment, identifiable intangible assets, goodwill and certain other assets. Property and Equipment When events or changes in circumstances indicate that the carrying amount of our property and equipment might not be recoverable, the expected future undiscounted cash flows from the asset are estimated and compared with the carrying amount of the asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded. The impairment loss is measured by comparing the fair value of the asset with its carrying amount. Fair value is generally determined based on discounted cash flows or appraised values, as appropriate. During 2016, 2015 and 2014, no impairment of property and equipment was identified or recorded. Identifiable intangible assets The Company’s intangible assets are primarily comprised of the identifiable intangible assets that it acquired from acquisitions. Specifically, the Company’s recognized identifiable intangible assets include non-compete agreements, trade names, customer relationships and developed technology. Identifiable intangible assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of the asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The impairment loss to be recorded would be the excess of the asset’s carrying value over its fair value. Fair value is determined using a discounted cash flow analysis or other valuation technique. The Company did not record any impairment charge during 2016, 2015 and 2014. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill and other intangible assets with indefinite lives are not amortized to operations, but instead are reviewed for impairment at least annually in the fourth quarter, or more frequently when there is an indicator of impairment. Goodwill impairment exists when a reporting unit’s goodwill carrying value exceeds its implied fair value. The Company has no intangible asset with indefinite useful lives, other than goodwill. Accounting Standards Update (“ASU”) Topic 350: Testing Goodwill for Impairment In the event that the conclusion of Step 0 requires the two-step test, the first step compares the fair value of the reporting unit with its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. If the Company is required to perform the two-step test described in the preceding paragraph, it would determine fair value using generally accepted valuation techniques, including discounted cash flows and market multiple analyses. These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. The Company’s valuation methodology for assessing impairment would require management to make judgments and assumptions based on historical experience and projections of future operating performance. If these assumptions differ materially from future results, the Company may record impairment charges in the future. |
Operating Leases | Operating Leases The Company leases certain real estate for its warehouse, call center, sales, professional services and corporate offices, as well as certain equipment under non-cancelable operating leases that expire at various dates through 2026. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other similar leases. The Company recognizes escalating lease payments on a straight-line basis over the term of each respective lease, and classifies the difference between cash payments and rent expense recognized as deferred rent in the accompanying consolidated balance sheets. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions For the Company’s Canadian, European and Indian operations, the local currency is the functional currency. Assets and liabilities are translated at exchange rates in effect at the end of the period, and income and expense items are translated at the average exchange rates on a monthly basis. The Company includes currency gains and losses on short-term intercompany advances in the determination of net income and loss. The Company reports gains and losses on intercompany foreign currency transactions that are of a long-term investment nature as a separate component of shareholders’ equity. |
Stock-Based Compensation | Stock-Based Compensation The Company uses stock-based compensation, including stock options, deferred stock units and other stock-based awards to provide long-term performance incentives for its executives, key employees and non-employee directors. From the service inception date to the grant date, the Company recognizes compensation cost for all share-based payments based on the reporting date fair value of the award. After the grant date, compensation cost is measured based on the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis, net of estimated forfeitures, over the requisite service period of each award. The Company records compensation cost as a component of selling, general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model and estimates the compensation cost for certain of the awards that have a performance condition using a Monte-Carlo simulation. The estimated fair value for awards involves assumptions for expected dividend yield, stock price volatility, risk-free interest rates and the expected life of the award. |
Income Taxes | Income Taxes For federal income tax purposes, tax years that remain subject to examination include years 2013 through 2016. However, the utilization of net operating loss (“NOL”) carryforwards that arose prior to 2013 remains subject to examination through the years such carryforwards are utilized. For Europe, tax years that remain subject to examination include years 2014 to 2016. For Canada, tax years that remain subject to examination include years 2008 to 2016, depending on the subsidiary. For state income tax purposes, the tax years that remain subject to examination include years 2012 to 2016, depending upon the jurisdiction in which the Company files tax returns. The Company and its subsidiaries have various income tax returns in the process of examination. The Company does not expect these examinations will result in unrecognized tax benefits. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes interest and penalties related to certain tax positions in income tax expense and monitors uncertain tax positions and recognizes tax benefits only when management believes the relevant tax positions would more likely than not be sustained upon examination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 825, Financial Instruments Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The carrying value of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, debt and capital lease obligations, approximate their fair values at December 31, 2016 and 2015 based on short terms to maturity or current market prices and interest rates or observable inputs such as quoted prices in active markets. Nonrecurring Fair Value Measurements The purchase price of business acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with any excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value of assets and liabilities. Non-financial assets such as goodwill, intangible assets, software development costs and property and equipment are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments. |
Net Loss Per Common Share | Net Loss Per Common Share Basic and diluted net loss per share are computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. The following equity awards (see Note 7) have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive: 1.2 million, 1.3 million and 1.6 million stock options for the years ended December 31, 2016, 2015 and 2014, respectively; 0.2 million, 0.7 million and 0.6 million performance shares and restricted stock units for the years ended December 31, 2016, 2015 and 2014, respectively; and 118,000, 72,000 and 41,000 deferred stock units for the years ended December 31, 2016, 2015 and 2014, respectively. |
Cash Paid for Interest and Taxes During Year | Cash Paid For Interest and Taxes During Year The Company made payments for interest of approximately $1.7 million, $1.0 million and $0.7 million in the years ended December 31, 2016, 2015 and 2014, respectively (see Notes 5 and 6). Income tax payments of approximately $1.7 million, $1.4 million and $0.7 million were made during each of the years ended December 31, 2016, 2015 and 2014, respectively (see Note 10). |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards Pronouncements Recently Adopted In March 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-09, “ Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting 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” “Interest—Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The new guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. The core principle behind ASU No. 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering those goods and services. The standard creates a model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The new standard requires significantly expanded disclosures about revenue contract assets and liabilities and includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs. The ASU allows two methods of adoption: (a) a full retrospective approach in which the standard is applied to all periods presented, or (b) a modified retrospective approach in which the standard is applied only to the most current period presented in the financial statements. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. The Company currently anticipates adopting the standard using the modified retrospective method. The Company is assessing the new standard and analyzing the standard’s impact on the Company’s internal controls, accounting policies and financial statements and disclosures. As the Company is in the process of evaluating the impact of the standard, it has not yet quantified the impact of the adoption. However, based on the initial phase of its evaluation process, the Company has identified certain potential areas of impact. Application of the new standard requires that incremental costs of obtaining a contract (including sales commissions plus any associated fringe benefits) be recognized as an asset and expensed over the expected life of the arrangement, unless that life is less than one year. Currently the Company expenses certain of these contract acquisition costs as incurred. Additionally, the Company is assessing the expanded disclosure requirements of the new standard and whether the principal versus agent considerations would change how it presents certain revenues, primarily pass-through revenues. During 2017, the Company expects to continue its evaluation and implementation processes, which will include the quantification of impact and development of policies, to facilitate adoption during the quarter ended March 31, 2018. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” In February 2016, the FASB issued ASU 2016-02, “Leases” In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force” certain The Company is currently assessing this ASU’s impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill impairment” |
Significant Accounting Polici25
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Deferred Implementation Revenues and Costs | Deferred Revenues and Deferred Costs The Company primarily performs its services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these set-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the expected performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. The following summarizes the deferred implementation revenues and costs, excluding technology and development costs that are included in property and equipment (in thousands): December 31, 2016 2015 Deferred implementation revenues Current $ 7,156 $ 7,390 Non-Current 4,127 4,499 $ 11,283 $ 11,889 Deferred implementation costs Current $ 2,770 $ 2,768 Non-Current 1,337 1,245 $ 4,107 $ 4,013 |
Summary of Property and Equipment | The components of property and equipment as of December 31, 2016 and 2015 are as follows (in thousands): December, 31 Depreciable 2016 2015 Life Purchased and capitalized software costs $ 52,409 $ 47,994 2-7 years Furniture and fixtures 30,713 24,346 2-10 years Computer equipment 16,771 13,460 2-5 years Leasehold improvements 14,874 13,429 2-10 years Other 1,472 1,448 3-5 years 116,239 100,677 Less-accumulated depreciation and amortization (85,975 ) (76,584 ) Property and equipment, net $ 30,264 $ 24,093 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | The following table presents the gross carrying value and accumulated amortization for identifiable intangibles: December 31, 2016 December 31, 2015 Fair Value Accumulated Net Carrying Fair Value Accumulated Net Carrying Estimated Useful Life at Acquisition Amortization Value at Acquisition Amortization Value from Acquisition Trade names $ 1,250 $ (773 ) $ 477 $ 1,250 $ (266 ) $ 984 2.25 - 2.5 years Non-compete agreements 575 (341 ) 234 575 (159 ) 416 1- 3.5 years Leasehold 45 (42 ) 3 45 (24 ) 21 2.5 years Customer relationships 10,287 (5,137 ) 5,150 8,979 (2,378 ) 6,601 1.6 - 9 years Developed technology 1,577 (622 ) 955 850 (140 ) 710 2.5-3 years Other intangibles 493 (448 ) 45 468 (390 ) 78 9 years Total definite lived identifiable intangible assets $ 14,227 $ (7,363 ) $ 6,864 $ 12,167 $ (3,357 ) $ 8,810 |
Schedule of Change in Acquisition Related Performance-Based Contingent Payments | The following table presents the change in the acquisition related performance-based contingent payments for the years presented: 2016 2015 As of January 1, $ 14,157 $ 5,392 Fair value at the time of acquisition - Conexus 553 — Fair value at the time of acquisition - Moda — 240 Fair value at the time of acquisition - CrossView — 9,195 CrossView earn-out payments in common stock and cash (7,941 ) — REV earn-out payments in common stock and cash (1,750 ) (1,393 ) LAL earn-out payments in common stock and cash (2,000 ) (950 ) Change in aggregate balances due 1,064 1,673 As of December 31, $ 4,083 $ 14,157 |
Schedule of Pro Forma Information for Comparative Purposes Assuming Acquisition of REV and LAL | The following table presents selected pro forma information, for comparative purposes, assuming the acquisitions of REV and LAL had occurred on January 1, 2013, CrossView had occurred on January 1, 2014 and Conexus had occurred on January 1, 2015 (unaudited) (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Total revenues $ 338,271 $ 317,214 $ 293,534 Net loss (2,619 ) (6,548 ) (8,163 ) Basic and diluted net loss per share (0.14 ) (0.37 ) (0.47 ) |
Conexus | |
Business Acquisition [Line Items] | |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | 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 1,451 Other receivables 887 Other assets 421 Identifiable intangibles 2,035 Total assets acquired 4,950 Total liabilities assumed 2,218 Net assets acquired 2,732 Goodwill 6,336 Total purchase price $ 9,068 |
Schedule of Purchase Price | Purchase price for Conexus is as follows (in thousands): Aggregate cash payments $ 8,515 Performance-based contingent payments (based on estimated fair value at acquisition date) 553 Total purchase price $ 9,068 |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | Estimated definite lived identifiable intangible assets acquired in the Conexus acquisition consist of (in thousands): December 31, 2016 Estimated Fair Value Accumulated Net Carrying Useful Life at Acquisition Amortization Value from Acquisition Developed technology $ 727 $ (145 ) $ 582 2.5 years Customer relationships 1,308 (461 ) 847 4.5 years Total definite lived identifiable intangible assets $ 2,035 $ (606 ) $ 1,429 |
Cross View, Inc. | |
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): Accounts receivable $ 7,550 Other assets 590 Identifiable intangibles 9,050 Total assets acquired 17,190 Total liabilities assumed 2,556 Net assets acquired 14,634 Goodwill 30,221 Total purchase price $ 44,855 |
Schedule of Purchase Price | 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 |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | Definite identifiable intangible lived assets acquired in the CrossView acquisition consist of (in thousands): December 31, 2016 December 31, 2015 Estimated Fair Value Accumulated Net Carrying Accumulated Net Carrying Useful Life at Acquisition Amortization Value Amortization Value from Acquisition Trade names $ 1,100 $ (623 ) $ 477 $ (183 ) $ 917 2.5 years Non-compete agreements 300 (142 ) 158 (42 ) 258 3 years Customer relationships 6,800 (3,219 ) 3,581 (1,394 ) 5,406 9 years Developed technology 850 (477 ) 373 (140 ) 710 2.5-3 years Total definite lived identifiable intangible assets $ 9,050 $ (4,461 ) $ 4,589 $ (1,759 ) $ 7,291 |
Moda | |
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 $ 126 Accounts receivable 335 Identifiable intangibles 340 Other assets 50 Total assets acquired 851 Total liabilities assumed 658 Net assets acquired 193 Goodwill 1,287 Total purchase price $ 1,480 |
Schedule of Purchase Price | 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 contingent payments $ 235 Aggregate cash payments 1,005 Performance-based contingent payments (based on fair value at acquisition date) 240 Total purchase price $ 1,480 |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | Definite lived identifiable intangible assets acquired in the Moda acquisition consist of (in thousands): December 31, 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 $ (265 ) $ 44 $ (141 ) $ 168 1.6 years Non-compete agreements 31 (31 ) - (12 ) 19 2.5 years Total definite lived identifiable intangible assets $ 340 $ (296 ) $ 44 $ (153 ) $ 187 |
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 Identifiable intangibles 1,290 Other assets 281 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 per share data and stock price): Number of shares of common stock issued 54,604 Multiplied by PFSweb Inc.'s stock price $ 9.96 Share consideration $ 544 Aggregate cash payments 4,000 Performance-based contingent payments (based on estimated fair value at acquisition date) 2,349 Total purchase price $ 6,893 |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | Definite lived identifiable intangible assets acquired in the LAL acquisition consist of (in thousands): December 31, 2016 December 31, 2015 Estimated Fair Value Accumulated Net Carrying Accumulated Net Carrying Useful Life at Acquisition Amortization Value Amortization Value from Acquisition Non-compete agreements $ 150 $ (97 ) $ 53 $ (54 ) $ 96 3.5 years Trade name 150 (150 ) - (83 ) 67 2.25 years Customer relationships 990 (613 ) 377 (426 ) 564 6 years Total definite lived identifiable intangible assets $ 1,290 $ (860 ) $ 430 $ (563 ) $ 727 |
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 Identifiable intangibles 1,019 Other assets 305 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): Aggregate cash payments $ 3,161 Performance-based contingent payments (based on fair value at acquisition date) 2,782 Total purchase price $ 5,943 |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | Definite lived identifiable intangible assets acquired in the REV acquisition consist of (in thousands): December 31, 2016 December 31, 2015 Estimated Fair Value Accumulated Net Carrying Accumulated Net Carrying Useful Life at Acquisition Amortization Value Amortization Value from Non-compete agreements $ 94 $ (71 ) $ 23 $ (51 ) $ 43 1-3.5 years Leasehold 45 (42 ) 3 (24 ) 21 2.5 years Customer relationships 880 (579 ) 301 (417 ) 463 6 years Total definite lived identifiable intangible assets $ 1,019 $ (692 ) $ 327 $ (492 ) $ 527 |
Goodwill and Identifiable Int27
Goodwill and Identifiable Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | The following table presents the gross carrying value and accumulated amortization for identifiable intangibles: December 31, 2016 December 31, 2015 Fair Value Accumulated Net Carrying Fair Value Accumulated Net Carrying Estimated Useful Life at Acquisition Amortization Value at Acquisition Amortization Value from Acquisition Trade names $ 1,250 $ (773 ) $ 477 $ 1,250 $ (266 ) $ 984 2.25 - 2.5 years Non-compete agreements 575 (341 ) 234 575 (159 ) 416 1- 3.5 years Leasehold 45 (42 ) 3 45 (24 ) 21 2.5 years Customer relationships 10,287 (5,137 ) 5,150 8,979 (2,378 ) 6,601 1.6 - 9 years Developed technology 1,577 (622 ) 955 850 (140 ) 710 2.5-3 years Other intangibles 493 (448 ) 45 468 (390 ) 78 9 years Total definite lived identifiable intangible assets $ 14,227 $ (7,363 ) $ 6,864 $ 12,167 $ (3,357 ) $ 8,810 |
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years is as follows (in thousands): 2017 $ 3,142 2018 1,744 2019 745 2020 525 2021 282 |
Debt and Capital Lease Obliga28
Debt and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt and Capital Lease Obligations | Outstanding debt and capital lease obligations consist of the following (in thousands): December 31, 2016 2015 U.S. Credit Agreement: Revolver $ 20,825 $ 19,283 Term loan 29,438 10,000 Equipment loan 3,596 — Debt Issuance costs (525 ) (671 ) Master lease agreements 6,277 6,644 Other 88 135 Total 59,699 35,391 Less current portion of long-term debt 7,300 3,153 Long-term debt, less current portion $ 52,399 $ 32,238 |
Schedule of Aggregate Maturities of Debt | The Company’s aggregate maturities of debt subsequent to December 31, 2016 are as follows, excluding $0.5 million in debt issuance costs that reduce the carrying amount of the debt (in thousands): Years ended December 31, 2017 $ 4,208 2018 3,689 2019 3,573 2020 41,665 2021 726 Total $ 53,861 |
Schedule of Future Minimum Lease Payments Under Capital Leases | The following is a schedule of the Company’s future minimum lease payments under the capital leases, together with the present value of the net minimum lease payments as of December 31, 2016 (in thousands): Years ended December 31, 2017 $ 3,338 2018 2,179 2019 642 2020 41 2021 — Total minimum lease payments $ 6,200 Less amount representing interest at rates ranging from 4.75% to 7.00% $ (362 ) Present value of net minimum lease payments 5,838 Less: Current portion (3,092 ) Long-term capital lease obligations $ 2,746 |
Stock and Stock Options (Tables
Stock and Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity Under the Stock Option Plans | The following tables summarize stock option activity under the Plans: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Exercise Life (in Value (in Shares Price Per Share Price years) millions) Outstanding, December 31, 2015 1,337,774 $1.01 - $15.36 $ 6.69 Granted 164,500 $7.81 - $14.66 $ 11.37 Exercised (250,256 ) $1.01 - $11.19 $ 4.81 Canceled (36,964 ) $1.01 - $14.66 $ 11.77 Outstanding, December 31, 2016 1,215,054 $1.01 - $15.36 $ 7.56 Exercisable, December 31, 2016 911,237 $1.01 - $15.36 $ 6.12 5.3 $ 2.8 Exercisable and expected to vest, December 31, 2016 1,182,645 $1.01 - $15.36 $ 7.41 6.0 $ 2.8 |
Schedule of Expected Life of the Stock Based Award and Stock Price Volatility | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants of options under the Plans: Year Ended December 31, 2016 2015 Expected dividend yield — — Expected stock price volatility 50% - 63% 63% - 68% Weighted average stock price volatility 54% 65% Risk-free interest rate 1.4% - 1.9% 1.5% - 1.8% Expected life of options (years) 6 6 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Consolidated Income (Loss) From Continuing Operations before Income Taxes, By Domestic and Foreign Entities | The consolidated income (loss) from continuing operations before income taxes, by domestic and foreign entities, is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (6,362 ) $ (9,010 ) $ (5,947 ) Foreign 1,199 2,646 1,268 Total $ (5,163 ) $ (6,364 ) $ (4,679 ) |
Reconciliation of the Difference between Expected Income Tax Expense (Benefit) from Continuing Operations | A reconciliation of the difference between the expected income tax expense (benefit) from continuing operations at the U.S. federal statutory corporate tax rate of 34%, and the Company’s effective tax rate is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Income tax benefit computed at statutory rate $ (1,755 ) $ (2,164 ) $ (1,591 ) Foreign dividends received 388 193 243 Items not deductible for tax purposes (956 ) 467 244 Change in valuation allowance 4,285 1,940 911 Change in valuation reserve related to business combination adjustments — — (979 ) State taxes 568 477 438 Foreign exchange rate difference (67 ) 258 155 Net operating loss adjustments 183 167 634 Prior year return-to-provision true-up (127 ) (21 ) (131 ) Other (152 ) 180 23 Provision for income taxes $ 2,367 $ 1,497 $ (53 ) |
Summary of Current and Deferred Income Tax Expense (Benefit) | Current and deferred income tax expense (benefit) is summarized as follows (in thousands): December 31, 2016 2015 2014 Current Domestic $ 19 $ 27 $ — State 568 479 460 Foreign 957 933 328 Total Current 1,544 1,439 788 Deferred Domestic 824 — (979 ) State 3 3 48 Foreign (4 ) 55 90 Total Deferred 823 58 (841 ) Provision for income taxes $ 2,367 $ 1,497 $ (53 ) |
Components of the Deferred Tax Asset (Liability) | The components of the deferred tax asset (liability) are as follows (in thousands): Year Ended December 31, 2016 2015 Deferred tax assets: Allowance for doubtful accounts $ 606 $ 687 Inventory reserve 185 239 Property and equipment 244 — Accrued expenses 1,803 2,167 Net operating loss carryforwards 23,883 20,896 Other 6,182 5,067 32,903 29,056 Less - Valuation allowance 32,725 28,440 Total deferred tax assets 178 616 Deferred tax liabilities: Property and equipment — (224 ) Other (824 ) — Total deferred tax liabilities (824 ) (224 ) Deferred tax assets (liabilities), net $ (646 ) $ 392 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Future Annual Rental Payments Under Non-cancelable Operating Leases | Minimum future annual rental payments under non-cancelable operating leases having original terms in excess of one year are as follows (in thousands): Operating Lease Payments Year ended December 31, 2017 $ 9,728 2018 8,156 2019 7,562 2020 6,985 2021 6,106 Thereafter 13,784 Total $ 52,321 |
Segment and Geographic Inform32
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Product Revenue by Segments | The Company is currently organized into two primary operating segments, which generally align with the corporate organization structure. In the first segment, PFSweb is a global provider of various infrastructure, technology and digital agency solutions and operates as a service fee business. In the second operating segment, (“Business and Retail Connect”), subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. In this segment, the Company generally recognizes product revenue. Goodwill acquired through acquisitions is recognized as part of the PFSweb segment. Year Ended December 31, 2016 2015 2014 Revenues (in thousands): PFSweb $ 284,331 $ 228,504 $ 171,508 Business and Retail Connect 68,097 76,142 91,234 Eliminations (17,785 ) (16,377 ) (15,694 ) $ 334,643 $ 288,269 $ 247,048 Income (loss) from operations (in thousands): PFSweb $ (5,730 ) $ (6,338 ) $ (5,951 ) Business and Retail Connect 2,890 1,731 2,085 $ (2,840 ) $ (4,607 ) $ (3,866 ) Depreciation and amortization (in thousands): PFSweb $ 15,355 $ 14,763 $ 11,620 Business and Retail Connect 22 68 55 $ 15,377 $ 14,831 $ 11,675 Capital expenditures (in thousands): PFSweb $ 8,683 $ 4,489 $ 5,445 Business and Retail Connect 30 — — $ 8,713 $ 4,489 $ 5,445 December 31, 2016 2015 Assets (in thousands): PFSweb $ 167,152 $ 151,064 Business and Retail Connect 55,559 50,682 Eliminations (11,375 ) (10,456 ) $ 211,336 $ 191,290 |
Schedule of Revenue Based on Geographic Area | Geographic areas in which the Company operates include the United States, Europe (primarily Belgium and England), Canada and India. Substantially all of the services performed in India support client arrangements in the United States, where the resulting revenue is reported. The following is geographic information by area. Revenues are attributed based on the Company’s domicile. Year Ended December 31, 2016 2015 2014 Revenues (in thousands): United States $ 280,323 $ 243,745 $ 197,709 Europe 47,739 42,438 43,291 Canada 7,511 6,306 7,222 India 6,260 3,311 641 Inter-segment Eliminations (7,190 ) (7,531 ) (1,815 ) $ 334,643 $ 288,269 $ 247,048 December 31, 2016 2015 Long-lived assets (in thousands): United States $ 70,313 $ 69,579 Europe 11,182 3,467 Canada 202 198 India 4,095 1,662 $ 85,792 $ 74,906 |
Quarterly Data - Seasonality (U
Quarterly Data - Seasonality (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Unaudited Quarterly Results of Operations | Unaudited quarterly results of operations for the years ended December 31, 2016 and 2015 were as follows (amounts in thousands, except per share data): Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2016 Total revenues $ 75,080 $ 77,199 $ 79,910 $ 102,454 Income (loss) from operations 198 (1,385 ) (6 ) (1,647 ) Net loss (752 ) (2,182 ) (1,039 ) (3,557 ) Basic loss per common share $ (0.04 ) $ (0.12 ) $ (0.06 ) $ (0.19 ) Diluted loss per common share $ (0.04 ) $ (0.12 ) $ (0.06 ) $ (0.19 ) Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2015 Total revenues $ 63,846 $ 63,176 $ 71,183 $ 90,064 Income (loss) from operations (1,115 ) (1,499 ) (2,726 ) 733 Net loss (1,693 ) (1,900 ) (3,670 ) (598 ) Basic loss per common share $ (0.10 ) $ (0.11 ) $ (0.21 ) $ (0.03 ) Diluted loss per common share $ (0.10 ) $ (0.11 ) $ (0.21 ) $ (0.03 ) |
Significant Accounting Polici34
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2016USD ($)Customershares | Dec. 31, 2015USD ($)Customershares | Dec. 31, 2014USD ($)Customershares | Aug. 05, 2015USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Subordinated note outstanding | $ 2,500,000 | $ 2,500,000 | ||
Other receivables | 6,750,000 | 8,704,000 | ||
Addition to other receivables | 2,800,000 | 2,500,000 | ||
Allowance for slow moving or excess inventory | 600,000 | 700,000 | ||
Depreciation and amortization | 15,377,000 | 14,831,000 | $ 11,675,000 | |
Capital leases | 5,400,000 | 5,500,000 | ||
Accumulated amortization of capital leases | 5,100,000 | 4,600,000 | ||
Impairment charges on property and equipment | 0 | 0 | 0 | |
Impairment charges on identifiable intangible assets | 0 | 0 | 0 | |
Intangible asset with indefinite useful lives, other than goodwill | $ 0 | |||
Maximum life of current operating leases | 2,026 | |||
Payments for interest | $ 1,700,000 | 1,000,000 | 700,000 | |
Income taxes | 1,700,000 | $ 1,400,000 | $ 700,000 | |
Accounting Standards Update 2016-09 | ||||
Significant Accounting Policies [Line Items] | ||||
Recognition of previously unrecognized tax benefit | $ 1,900,000 | |||
Accounting pronouncement, effective date | Jan. 1, 2016 | |||
Accounting Standards Update 2014-09 | ||||
Significant Accounting Policies [Line Items] | ||||
Impact on adoption of accounting standards update | The ASU allows two methods of adoption: (a) a full retrospective approach in which the standard is applied to all periods presented, or (b) a modified retrospective approach in which the standard is applied only to the most current period presented in the financial statements. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. The Company currently anticipates adopting the standard using the modified retrospective method. The Company is assessing the new standard and analyzing the standard’s impact on the Company’s internal controls, accounting policies and financial statements and disclosures. As the Company is in the process of evaluating the impact of the standard, it has not yet quantified the impact of the adoption. However, based on the initial phase of its evaluation process, the Company has identified certain potential areas of impact. Application of the new standard requires that incremental costs of obtaining a contract (including sales commissions plus any associated fringe benefits) be recognized as an asset and expensed over the expected life of the arrangement, unless that life is less than one year. | |||
Stock Options | ||||
Significant Accounting Policies [Line Items] | ||||
Equity awards excluded from calculation of diluted net loss per share | shares | 1,200,000 | 1,300,000 | 1,600,000 | |
Performance Shares and Restricted Stock Units | ||||
Significant Accounting Policies [Line Items] | ||||
Equity awards excluded from calculation of diluted net loss per share | shares | 200,000 | 700,000 | 600,000 | |
Deferred Stock Units | ||||
Significant Accounting Policies [Line Items] | ||||
Equity awards excluded from calculation of diluted net loss per share | shares | 118,000 | 72,000 | 41,000 | |
Property And Equipment Excluding Capital Leases | ||||
Significant Accounting Policies [Line Items] | ||||
Depreciation and amortization | $ 8,600,000 | $ 9,500,000 | $ 9,100,000 | |
Assets Held Under Capital Leases | ||||
Significant Accounting Policies [Line Items] | ||||
Depreciation and amortization | 2,800,000 | 2,400,000 | $ 2,500,000 | |
Cross View, Inc. | ||||
Significant Accounting Policies [Line Items] | ||||
Accounts receivable | 1,400,000 | $ 7,550,000 | ||
Ricoh | ||||
Significant Accounting Policies [Line Items] | ||||
Other receivables | $ 3,800,000 | $ 3,500,000 | ||
Sales revenue, Product Line and Services | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers representing more than 10% | Customer | 0 | 0 | ||
Sales Revenue, Services, Net | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers representing more than 10% | Customer | 1 | |||
Sales Revenue, Services, Net | Credit Concentration Risk | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 10.00% | 10.00% | ||
Accounts Receivable | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers representing more than 10% | Customer | 1 | 1 | ||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Subordinated note outstanding | $ 2,500,000 |
Significant Accounting Polici35
Significant Accounting Policies - Summary of Deferred Implementation Revenues and Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred implementation revenues | ||
Current | $ 7,156 | $ 7,390 |
Non-Current | 4,127 | 4,499 |
Deferred Revenue, Total | 11,283 | 11,889 |
Deferred implementation costs | ||
Current | 2,770 | 2,768 |
Non-Current | 1,337 | 1,245 |
Deferred Costs, Total | $ 4,107 | $ 4,013 |
Significant Accounting Polici36
Significant Accounting Policies - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of property and equipment | ||
Property and equipment, gross | $ 116,239 | $ 100,677 |
Less-accumulated depreciation and amortization | (85,975) | (76,584) |
Property and equipment, net | 30,264 | 24,093 |
Purchased and capitalized software costs | ||
Summary of property and equipment | ||
Property and equipment, gross | $ 52,409 | 47,994 |
Purchased and capitalized software costs | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 2 years | |
Purchased and capitalized software costs | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 7 years | |
Furniture and fixtures | ||
Summary of property and equipment | ||
Property and equipment, gross | $ 30,713 | 24,346 |
Furniture and fixtures | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 2 years | |
Furniture and fixtures | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 10 years | |
Computer equipment | ||
Summary of property and equipment | ||
Property and equipment, gross | $ 16,771 | 13,460 |
Computer equipment | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 2 years | |
Computer equipment | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 5 years | |
Leasehold improvements | ||
Summary of property and equipment | ||
Property and equipment, gross | $ 14,874 | 13,429 |
Leasehold improvements | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 2 years | |
Leasehold improvements | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 10 years | |
Other | ||
Summary of property and equipment | ||
Property and equipment, gross | $ 1,472 | $ 1,448 |
Other | Minimum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 3 years | |
Other | Maximum | ||
Summary of property and equipment | ||
Property and equipment, depreciable life | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Jun. 08, 2016USD ($) | Jun. 08, 2016GBP (£) | Aug. 05, 2015USD ($)shares | Jun. 11, 2015USD ($)shares | Jun. 11, 2015GBP (£)shares | Sep. 22, 2014USD ($)shares | Sep. 03, 2014USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2016GBP (£) | Jun. 08, 2016GBP (£) |
Business Acquisition [Line Items] | |||||||||||||||||||||
Service fee revenue | $ 226,165,000 | $ 182,175,000 | $ 134,385,000 | ||||||||||||||||||
Net income (loss) | $ (3,557,000) | $ (1,039,000) | $ (2,182,000) | $ (752,000) | $ (598,000) | $ (3,670,000) | $ (1,900,000) | $ (1,693,000) | (7,530,000) | (7,861,000) | (4,626,000) | ||||||||||
Total acquisition related costs | 2,500,000 | 5,200,000 | 1,700,000 | ||||||||||||||||||
Conexus | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 8,515,000 | £ 5,855,000 | |||||||||||||||||||
Earn-out payments, maximum | 1,800,000 | 1,800,000 | £ 1,445,000 | ||||||||||||||||||
Business combination, liabilities recorded | 0 | ||||||||||||||||||||
Service fee revenue | 3,300,000 | ||||||||||||||||||||
Net income (loss) | (800,000) | ||||||||||||||||||||
Total goodwill | $ 6,300,000 | 6,300,000 | |||||||||||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||||||||||||
Residual value for identifiable intangible assets | 0 | 0 | |||||||||||||||||||
Accounts receivable | $ 1,451,000 | ||||||||||||||||||||
Conexus | Maximum | Restricted Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Percentage of common stock Issuable | 40.00% | 40.00% | |||||||||||||||||||
Earn-out payments through issuance of shares | 600,000 | 600,000 | £ 450,000 | ||||||||||||||||||
Cross View, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 30,740,000 | ||||||||||||||||||||
Earn-out payments, maximum | $ 18,000,000 | 4,100,000 | 10,200,000 | 4,100,000 | 10,200,000 | ||||||||||||||||
Service fee revenue | 13,800,000 | ||||||||||||||||||||
Net income (loss) | 600,000 | ||||||||||||||||||||
Total goodwill | 30,200,000 | ||||||||||||||||||||
Residual value for identifiable intangible assets | 0 | 0 | |||||||||||||||||||
Number of shares of common stock issued | shares | 553,223 | ||||||||||||||||||||
Consideration paid through common stock, value | $ 6,300,000 | ||||||||||||||||||||
Earn-out payments, minimum | 0 | ||||||||||||||||||||
Accounts receivable | 7,550,000 | $ 1,400,000 | 1,400,000 | ||||||||||||||||||
Consideration paid | $ 7,941,000 | ||||||||||||||||||||
Share consideration | $ 6,307,000 | ||||||||||||||||||||
Goodwill amortization tax period | 15 years | ||||||||||||||||||||
Cross View, Inc. | 2015 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 7,900,000 | ||||||||||||||||||||
Cross View, Inc. | Restricted Stock | 2015 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Share consideration | $ 1,600,000 | ||||||||||||||||||||
Issuance of restricted shares | shares | 122,066 | ||||||||||||||||||||
Cross View, Inc. | Restricted Stock | 2016 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Percentage of common stock Issuable | 15.00% | ||||||||||||||||||||
Cross View, Inc. | Restricted Stock | 2017 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Percentage of common stock Issuable | 15.00% | ||||||||||||||||||||
Moda | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 1,005,000 | £ 650,000 | |||||||||||||||||||
Business combination, liabilities recorded | $ 0 | 300,000 | |||||||||||||||||||
Service fee revenue | 1,200,000 | ||||||||||||||||||||
Net income (loss) | 200,000 | ||||||||||||||||||||
Total goodwill | 1,300,000 | ||||||||||||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||||||||||||
Residual value for identifiable intangible assets | 0 | 0 | |||||||||||||||||||
Number of shares of common stock issued | shares | 16,116 | 16,116 | |||||||||||||||||||
Accounts receivable | $ 335,000 | ||||||||||||||||||||
Share consideration | $ 235,000 | ||||||||||||||||||||
Moda | Restricted Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | shares | 16,116 | 16,116 | |||||||||||||||||||
LAL | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 4,000,000 | ||||||||||||||||||||
Service fee revenue | 3,100,000 | ||||||||||||||||||||
Net income (loss) | 500,000 | ||||||||||||||||||||
Total goodwill | 5,600,000 | ||||||||||||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||||||||||||
Residual value for identifiable intangible assets | 0 | 0 | |||||||||||||||||||
Number of shares of common stock issued | shares | 54,604 | ||||||||||||||||||||
Accounts receivable | $ 1,299,000 | ||||||||||||||||||||
Consideration paid | 2,000,000 | 950,000 | |||||||||||||||||||
Share consideration | 544,000 | ||||||||||||||||||||
Initial consideration paid | $ 4,000,000 | ||||||||||||||||||||
LAL | 2015 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 1,500,000 | ||||||||||||||||||||
Business combination, liabilities recorded | 2,000,000 | ||||||||||||||||||||
Number of shares of common stock issued | shares | 38,424 | ||||||||||||||||||||
Share consideration | $ 500,000 | ||||||||||||||||||||
LAL | 2014 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | 1,000,000 | ||||||||||||||||||||
REV | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 3,161,000 | ||||||||||||||||||||
Business combination, liabilities recorded | 1,700,000 | ||||||||||||||||||||
Service fee revenue | 2,500,000 | ||||||||||||||||||||
Net income (loss) | $ 400,000 | ||||||||||||||||||||
Total goodwill | 2,800,000 | ||||||||||||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||||||||||||
Residual value for identifiable intangible assets | $ 0 | 0 | |||||||||||||||||||
Accounts receivable | 1,753,000 | ||||||||||||||||||||
Consideration paid | 1,750,000 | 1,393,000 | |||||||||||||||||||
Initial consideration paid | $ 3,200,000 | ||||||||||||||||||||
REV | 2015 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 1,600,000 | ||||||||||||||||||||
Number of shares of common stock issued | shares | 11,527 | ||||||||||||||||||||
Share consideration | $ 200,000 | ||||||||||||||||||||
REV | 2014 Earn-out Payments | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 1,100,000 | ||||||||||||||||||||
Number of shares of common stock issued | shares | 27,407 | ||||||||||||||||||||
Share consideration | $ 300,000 |
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 | Dec. 31, 2016 | Jun. 08, 2016 | Dec. 31, 2015 | Aug. 05, 2015 | Jun. 11, 2015 | Sep. 22, 2014 | Sep. 03, 2014 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 46,210 | $ 39,829 | |||||
Conexus | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 156 | ||||||
Accounts receivable | 1,451 | ||||||
Other receivables | 887 | ||||||
Other assets | 421 | ||||||
Identifiable intangibles | 2,035 | ||||||
Total assets acquired | 4,950 | ||||||
Total liabilities assumed | 2,218 | ||||||
Net assets acquired | 2,732 | ||||||
Goodwill | 6,336 | ||||||
Total purchase price | $ 9,068 | ||||||
Cross View, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 1,400 | $ 7,550 | |||||
Other assets | 590 | ||||||
Identifiable intangibles | 9,050 | ||||||
Total assets acquired | 17,190 | ||||||
Total liabilities assumed | 2,556 | ||||||
Net assets acquired | 14,634 | ||||||
Goodwill | 30,221 | ||||||
Total purchase price | $ 44,855 | ||||||
Moda | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 126 | ||||||
Accounts receivable | 335 | ||||||
Other assets | 50 | ||||||
Identifiable intangibles | 340 | ||||||
Total assets acquired | 851 | ||||||
Total liabilities assumed | 658 | ||||||
Net assets acquired | 193 | ||||||
Goodwill | 1,287 | ||||||
Total purchase price | $ 1,480 | ||||||
LAL | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 30 | ||||||
Accounts receivable | 1,299 | ||||||
Other assets | 281 | ||||||
Identifiable intangibles | 1,290 | ||||||
Total assets acquired | 2,900 | ||||||
Total liabilities assumed | 1,617 | ||||||
Net assets acquired | 1,283 | ||||||
Goodwill | 5,610 | ||||||
Total purchase price | $ 6,893 | ||||||
REV | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 765 | ||||||
Accounts receivable | 1,753 | ||||||
Other assets | 305 | ||||||
Identifiable intangibles | 1,019 | ||||||
Total assets acquired | 3,842 | ||||||
Total liabilities assumed | 655 | ||||||
Net assets acquired | 3,187 | ||||||
Goodwill | 2,756 | ||||||
Total purchase price | $ 5,943 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price for Conexus (Details) - Conexus $ in Thousands | Jun. 08, 2016USD ($) | Jun. 08, 2016GBP (£) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||
Aggregate cash payments | $ 8,515 | £ 5,855,000 | |
Performance-based contingent payments (based on estimated fair value at acquisition date) | 553 | $ 553 | |
Total purchase price | $ 9,068 |
Acquisitions - Acquisition Defi
Acquisitions - Acquisition Definite Lived Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 14,227 | $ 12,167 |
Accumulated Amortization | (7,363) | (3,357) |
Net Carrying Value | 6,864 | 8,810 |
Developed Technology | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | 1,577 | 850 |
Accumulated Amortization | (622) | (140) |
Net Carrying Value | $ 955 | 710 |
Developed Technology | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 6 months | |
Developed Technology | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 3 years | |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 10,287 | 8,979 |
Accumulated Amortization | (5,137) | (2,378) |
Net Carrying Value | $ 5,150 | 6,601 |
Customer Relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 1 year 7 months 6 days | |
Customer Relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 9 years | |
Noncompete Agreements | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 575 | 575 |
Accumulated Amortization | (341) | (159) |
Net Carrying Value | $ 234 | 416 |
Noncompete Agreements | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 1 year | |
Noncompete Agreements | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 3 years 6 months | |
Trade Name | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 1,250 | 1,250 |
Accumulated Amortization | (773) | (266) |
Net Carrying Value | $ 477 | 984 |
Trade Name | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 3 months | |
Trade Name | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 6 months | |
Lease Agreements | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 45 | 45 |
Accumulated Amortization | (42) | (24) |
Net Carrying Value | $ 3 | 21 |
Estimated Useful Life from Acquisition | 2 years 6 months | |
Conexus | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 2,035 | |
Accumulated Amortization | (606) | |
Net Carrying Value | 1,429 | |
Conexus | Developed Technology | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | 727 | |
Accumulated Amortization | (145) | |
Net Carrying Value | $ 582 | |
Estimated Useful Life from Acquisition | 2 years 6 months | |
Conexus | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 1,308 | |
Accumulated Amortization | (461) | |
Net Carrying Value | $ 847 | |
Estimated Useful Life from Acquisition | 4 years 6 months | |
Cross View, Inc. | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 9,050 | 9,050 |
Accumulated Amortization | (4,461) | (1,759) |
Net Carrying Value | 4,589 | 7,291 |
Cross View, Inc. | Developed Technology | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | 850 | 850 |
Accumulated Amortization | (477) | (140) |
Net Carrying Value | $ 373 | 710 |
Cross View, Inc. | Developed Technology | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 6 months | |
Cross View, Inc. | Developed Technology | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life from Acquisition | 3 years | |
Cross View, Inc. | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 6,800 | 6,800 |
Accumulated Amortization | (3,219) | (1,394) |
Net Carrying Value | $ 3,581 | 5,406 |
Estimated Useful Life from Acquisition | 9 years | |
Cross View, Inc. | Noncompete Agreements | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 300 | 300 |
Accumulated Amortization | (142) | (42) |
Net Carrying Value | $ 158 | 258 |
Estimated Useful Life from Acquisition | 3 years | |
Cross View, Inc. | Trade Name | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 1,100 | 1,100 |
Accumulated Amortization | (623) | (183) |
Net Carrying Value | $ 477 | 917 |
Estimated Useful Life from Acquisition | 2 years 6 months | |
Moda | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 340 | 340 |
Accumulated Amortization | (296) | (153) |
Net Carrying Value | 44 | 187 |
Moda | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | 309 | 309 |
Accumulated Amortization | (265) | (141) |
Net Carrying Value | $ 44 | 168 |
Estimated Useful Life from Acquisition | 1 year 7 months 6 days | |
Moda | Noncompete Agreements | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 31 | 31 |
Accumulated Amortization | $ (31) | (12) |
Net Carrying Value | 19 | |
Estimated Useful Life from Acquisition | 2 years 6 months | |
LAL | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 1,290 | 1,290 |
Accumulated Amortization | (860) | (563) |
Net Carrying Value | 430 | 727 |
LAL | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | 990 | 990 |
Accumulated Amortization | (613) | (426) |
Net Carrying Value | $ 377 | 564 |
Estimated Useful Life from Acquisition | 6 years | |
LAL | Noncompete Agreements | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 150 | 150 |
Accumulated Amortization | (97) | (54) |
Net Carrying Value | $ 53 | 96 |
Estimated Useful Life from Acquisition | 3 years 6 months | |
LAL | Trade Name | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 150 | 150 |
Accumulated Amortization | $ (150) | (83) |
Net Carrying Value | 67 | |
Estimated Useful Life from Acquisition | 2 years 3 months | |
REV | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 1,019 | 1,019 |
Accumulated Amortization | (692) | (492) |
Net Carrying Value | 327 | 527 |
REV | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | 880 | 880 |
Accumulated Amortization | (579) | (417) |
Net Carrying Value | $ 301 | 463 |
Estimated Useful Life from Acquisition | 6 years | |
REV | Noncompete Agreements | ||
Business Acquisition [Line Items] | ||
Fair Value at Acquisition | $ 94 | 94 |
Accumulated Amortization | (71) | (51) |
Net Carrying Value | $ 23 | 43 |
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 | 45 |
Accumulated Amortization | (42) | (24) |
Net Carrying Value | $ 3 | $ 21 |
Estimated Useful Life from Acquisition | 2 years 6 months |
Acquisitions - Schedule of Pu41
Acquisitions - Schedule of Purchase Price for Cross View (Details) - Cross View, Inc. - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
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 | $ 9,195 |
Post-closing balance sheet reconciliation adjustment | (1,387) | |
Total purchase price | $ 44,855 |
Acquisitions - Schedule of Pu42
Acquisitions - Schedule of Purchase Price for Moda (Details) - Moda $ / shares in Units, $ in Thousands | Jun. 11, 2015USD ($)$ / sharesshares | Jun. 11, 2015GBP (£)shares | Dec. 31, 2015USD ($) |
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 contingent payments | $ 235 | ||
Aggregate cash payments | 1,005 | £ 650,000 | |
Performance-based contingent payments (based on fair value at acquisition date) | 240 | $ 240 | |
Total purchase price | $ 1,480 |
Acquisitions - Schedule of Pu43
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 | 4,000 |
Performance-based contingent payments (based on fair value at acquisition date) | 2,349 |
Total purchase price | $ 6,893 |
Acquisitions - Schedule of Pu44
Acquisitions - Schedule of Purchase Price for REV (Details) - REV $ in Thousands | Sep. 03, 2014USD ($) |
Business Acquisition [Line Items] | |
Aggregate cash payments | $ 3,161 |
Performance-based contingent payments (based on fair value at acquisition date) | 2,782 |
Total purchase price | $ 5,943 |
Acquisitions - Schedule of Chan
Acquisitions - Schedule of Change in Acquisition Related Performance-Based Contingent Payments (Details) - USD ($) $ in Thousands | Jun. 08, 2016 | Aug. 05, 2015 | Jun. 11, 2015 | Sep. 22, 2014 | Sep. 03, 2014 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||||
Performance-based contingent payments, Beginning balance | $ 14,157 | $ 5,392 | ||||||
Change in aggregate balances due | 1,064 | 1,673 | ||||||
Performance-based contingent payments, Ending balance | $ 4,083 | 4,083 | 14,157 | |||||
Conexus | ||||||||
Business Acquisition [Line Items] | ||||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 553 | 553 | ||||||
Moda | ||||||||
Business Acquisition [Line Items] | ||||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 240 | 240 | ||||||
Cross View, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 9,195 | 9,195 | ||||||
Earn-out payments in common stock and cash | (7,941) | |||||||
Change in aggregate balances due | $ 3,700 | |||||||
REV | ||||||||
Business Acquisition [Line Items] | ||||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 2,782 | |||||||
Earn-out payments in common stock and cash | (1,750) | (1,393) | ||||||
LAL | ||||||||
Business Acquisition [Line Items] | ||||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 2,349 | |||||||
Earn-out payments in common stock and cash | $ (2,000) | $ (950) |
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Total revenues | $ 338,271 | $ 317,214 | $ 293,534 |
Net loss | $ (2,619) | $ (6,548) | $ (8,163) |
Basic and diluted net loss per share | $ (0.14) | $ (0.37) | $ (0.47) |
Goodwill and Identifiable Int47
Goodwill and Identifiable Intangibles, Net - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 08, 2016 | |
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 46,210,000 | $ 39,829,000 | |||
Goodwill impairment | 0 | 0 | $ 0 | ||
Amortization expenses | 4,000,000 | $ 3,000,000 | $ 100,000 | ||
Conexus | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 6,336,000 | ||||
Goodwill recognized during the period | $ 6,300,000 | $ 6,300,000 |
Goodwill and Identifiable Int48
Goodwill and Identifiable Intangibles, Net - Schedule of Definite-Lived Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 14,227 | $ 12,167 |
Accumulated Amortization | (7,363) | (3,357) |
Net Carrying Value | 6,864 | 8,810 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | 1,250 | 1,250 |
Accumulated Amortization | (773) | (266) |
Net Carrying Value | $ 477 | 984 |
Trade Name | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 3 months | |
Trade Name | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 6 months | |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 575 | 575 |
Accumulated Amortization | (341) | (159) |
Net Carrying Value | $ 234 | 416 |
Noncompete Agreements | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 1 year | |
Noncompete Agreements | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 3 years 6 months | |
Lease Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 45 | 45 |
Accumulated Amortization | (42) | (24) |
Net Carrying Value | $ 3 | 21 |
Estimated Useful Life from Acquisition | 2 years 6 months | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 10,287 | 8,979 |
Accumulated Amortization | (5,137) | (2,378) |
Net Carrying Value | $ 5,150 | 6,601 |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 1 year 7 months 6 days | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 9 years | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 1,577 | 850 |
Accumulated Amortization | (622) | (140) |
Net Carrying Value | $ 955 | 710 |
Developed Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 6 months | |
Developed Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 3 years | |
Other Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 493 | 468 |
Accumulated Amortization | (448) | (390) |
Net Carrying Value | $ 45 | $ 78 |
Estimated Useful Life from Acquisition | 9 years |
Goodwill and Identifiable Int49
Goodwill and Identifiable Intangibles, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,017 | $ 3,142 |
2,018 | 1,744 |
2,019 | 745 |
2,020 | 525 |
2,021 | $ 282 |
Vendor Financing - Additional I
Vendor Financing - Additional Information (Details) - Short Term Credit Facility - United States - IBM Credit LLC - Supplies Distributors - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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 | $ 7,300,000 | $ 8,200,000 |
Available credit | 700,000 | |
Subordinated note outstanding, minimum limit | $ 2,500,000 | |
Interest rate on outstanding borrowings | 4.25% | 3.75% |
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 Obliga51
Debt and Capital Lease Obligations - Summary of Outstanding Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Debt Issuance costs | $ (500) | |
Master lease agreements | 6,277 | $ 6,644 |
Other | 88 | 135 |
Debt and capital lease obligation | 59,699 | 35,391 |
Current portion of long-term debt and capital lease obligations | 7,300 | 3,153 |
Long-term debt, less current portion | 52,399 | 32,238 |
U.S. Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt Issuance costs | (525) | (671) |
U.S. Credit Agreement | Revolver | ||
Debt Instrument [Line Items] | ||
Credit facility | 20,825 | 19,283 |
U.S. Credit Agreement | Term Loan | ||
Debt Instrument [Line Items] | ||
Credit facility | 29,438 | $ 10,000 |
U.S. Credit Agreement | Equipment Loan | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 3,596 |
Debt and Capital Lease Obliga52
Debt and Capital Lease Obligations - U.S. Credit Agreement - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Line Of Credit Facility [Line Items] | |
Credit Agreement, fee paid | $ 500,000 |
Regions Bank | |
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 based on prime rate or Libor, plus an applicable margin. |
Credit facility maturity period | 5 years |
Credit Agreement, fee paid | $ 700,000 |
Credit facility collateral pledge percentage | 65.00% |
Regions Bank | Revolving Loan Facility | |
Line Of Credit Facility [Line Items] | |
Credit facility maximum borrowing capacity | $ 32,500,000 |
Available credit under credit agreement | $ 2,000,000 |
Credit facility due date | Aug. 5, 2020 |
Weighted average interest rate on outstanding borrowings | 3.79% |
Regions Bank | Term Loan Facility | |
Line Of Credit Facility [Line Items] | |
Credit facility maximum borrowing capacity | $ 30,000,000 |
Credit facility due date | Aug. 5, 2020 |
Weighted average interest rate on outstanding borrowings | 2.93% |
Maximum | Regions Bank | Term Loan Facility | |
Line Of Credit Facility [Line Items] | |
Credit facility, percentage of amount borrowed due on maturity date | 65.00% |
Equipment Loans Master Agreement | Regions Bank | |
Line Of Credit Facility [Line Items] | |
Outstanding borrowing | $ 3,600,000 |
Debt and Capital Lease Obliga53
Debt and Capital Lease Obligations - Debt Covenants - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Restricted assets | $ 71.6 | $ 71.8 |
Debt and Capital Lease Obliga54
Debt and Capital Lease Obligations - Master Lease Agreements - Additional Information (Details) - Lease Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Line Of Credit Facility [Line Items] | |
Loans and lease agreement term | 3 years |
Maximum | |
Line Of Credit Facility [Line Items] | |
Loans and lease agreement term | 5 years |
Debt and Capital Lease Obliga55
Debt and Capital Lease Obligations - Debt and Capital Lease Maturities - Additional Information (Details) $ in Millions | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
Debt issuance costs | $ 0.5 |
Debt and Capital Lease Obliga56
Debt and Capital Lease Obligations - Schedule of Aggregate Maturities of Debt (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Schedule of aggregate maturities of debt | |
2,017 | $ 4,208 |
2,018 | 3,689 |
2,019 | 3,573 |
2,020 | 41,665 |
2,021 | 726 |
Total | $ 53,861 |
Debt and Capital Lease Obliga57
Debt and Capital Lease Obligations - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Schedule of future minimum lease payments under the capital leases | |
2,017 | $ 3,338 |
2,018 | 2,179 |
2,019 | 642 |
2,020 | 41 |
Total minimum lease payments | 6,200 |
Less amount representing interest at rates ranging from 4.75% to 7.00% | (362) |
Present value of net minimum lease payments | 5,838 |
Less: Current portion | (3,092) |
Long-term capital lease obligations | $ 2,746 |
Debt and Capital Lease Obliga58
Debt and Capital Lease Obligations - Schedule of Future Minimum Lease Payments Under Capital Leases (Parenthetical) (Details) | Dec. 31, 2016 |
Minimum | |
Debt Instrument Redemption [Line Items] | |
Interest rate | 4.75% |
Maximum | |
Debt Instrument Redemption [Line Items] | |
Interest rate | 7.00% |
Stock and Stock Options - Addit
Stock and Stock Options - Additional Information (Details) - USD ($) | Mar. 23, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Preferred stock at exercise price | $ 65 | ||||
Percentage of outstanding shares of common stock | 20.00% | ||||
Rights expiration description | The Rights expire 30 days after the Company’s 2018 Annual Meeting unless continuation of the Rights Agreement is approved by the stockholders of the Company at the 2018 Annual Meeting. | ||||
Stock-based compensation expense | $ 2,111,000 | $ 4,637,000 | $ 3,059,000 | ||
Total unrecognized compensation costs | $ 2,700,000 | ||||
Weighted average period | 1 year 7 months 6 days | ||||
Reduction of shares available for grant | 1.22 | ||||
Stock options and stock option plans vesting terms period, each quarter | 8.33% | ||||
Total intrinsic value of options and non-plan Options exercised | $ 1,900,000 | $ 3,400,000 | $ 1,800,000 | ||
Awards issued under the employee stock and incentive plan | 164,500 | ||||
Common stock, shares issued | 18,768,567 | 18,136,218 | |||
Board of Directors Chairman | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock issued during period | $ 25,000 | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options and stock option plans vesting terms, Description | The rights to purchase shares under employee stock option agreements issued under the Plans typically vest over a three-year period, one-twelfth each quarter. | ||||
Stock options and stock option plans vesting terms period | 3 years | ||||
Stock options exercised within period | 10 years | ||||
2014 Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Performance shares issued | 0 | ||||
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 | ||||
2015 Restricted Stock Unit Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options and stock option plans vesting terms period | 3 years | ||||
Number of shares vested | 12,600 | 12,600 | |||
Number of shares forfeited | 500 | 500 | |||
Restricted stock units awards issued | 38,000 | ||||
Number of shares remain unvested | 12,000 | ||||
Aggregate intrinsic value vested | $ 100,000 | ||||
Aggregate intrinsic value nonvested | $ 100,000 | ||||
Restricted Stock Unit Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option issued | 84,500 | ||||
Number of shares vested | 84,500 | ||||
2015 Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options and stock option plans vesting terms period | 4 years | ||||
Stock option issued | 283,100 | ||||
Number of shares vested | 70,800 | ||||
Number of shares forfeited | 87,400 | ||||
Assumption of risk free interest rate | 1.30% | ||||
Assumption of expected volatility rate | 32.20% | ||||
Aggregate intrinsic value nonvested | $ 1,100,000 | ||||
2015 Performance Shares | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options and stock option plans vesting terms period, each quarter | 0.00% | ||||
2015 Performance Shares | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options and stock option plans vesting terms period, each quarter | 100.00% | ||||
2016 Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option issued | 0 | ||||
2016 Performance Based Share Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option issued | 0 | ||||
2015 Performance Shares Annual Performance Market Condition | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Estimated fair value - annual performance | $ 6.74 | ||||
2015 Performance Shares Annual Performance Market Condition | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Estimated fair value - annual performance | 12.87 | ||||
2015 Performance Shares Cumulative Performance Market Condition | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Estimated fair value | 8.77 | ||||
2015 Performance Shares Cumulative Performance Market Condition | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Estimated fair value | $ 12.87 | ||||
2013 Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate intrinsic value vested | $ 700,000 | ||||
DSU Award | Board of Directors Chairman | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, shares issued | 118,000 | 72,000 | |||
Selling, General and Administrative Expenses | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2,100,000 | $ 4,600,000 | $ 3,100,000 | ||
Employee and Director Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Outstanding stock options authorized for issuance | 5,942,341 | ||||
Future grants under the Stock Option Plans | 1,338,560 | ||||
Reduction of shares available for grant | 1 | ||||
Employee Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average fair value per share of options granted | $ 5.88 | $ 7.91 | $ 6.22 | ||
2013 Award Plan | Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options and stock option plans vesting terms period | 4 years | ||||
Stock option issued | 598,000 | ||||
Number of shares vested | 87,200 | 130,700 | 149,500 | 149,500 | |
Number of shares forfeited | 81,100 |
Stock and Stock Options - Summa
Stock and Stock Options - Summary of Stock Option Activity Under the Stock Option Plans (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Shares, Beginning balance | shares | 1,337,774 |
Shares, Granted | shares | 164,500 |
Shares, Exercised | shares | (250,256) |
Shares, Canceled | shares | (36,964) |
Outstanding Shares, Ending balance | shares | 1,215,054 |
Shares, Exercisable | shares | 911,237 |
Shares, Exercisable and expected to vest | shares | 1,182,645 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 6.69 |
Weighted Average Exercise Price, Granted | 11.37 |
Weighted Average Exercise Price, Exercised | 4.81 |
Weighted Average Exercise Price, Canceled | 11.77 |
Weighted Average Exercise Price, Outstanding Ending balance | 7.56 |
Weighted Average Exercise Price, Exercisable | 6.12 |
Weighted Average Exercise Price, Exercisable and expected to vest | $ 7.41 |
Weighted Average Remaining Contractual Life, Exercisable | 5 years 3 months 18 days |
Weighted Average Remaining Contractual Life, Exercisable and expected to vest | 6 years |
Aggregate Intrinsic Value, Exercisable | $ | $ 2.8 |
Aggregate Intrinsic Value, Exercisable and expected to vest | $ | $ 2.8 |
Minimum | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Price Per Share, Beginning balance | $ 1.01 |
Price Per Share, Granted | 7.81 |
Price Per Share, Exercised | 1.01 |
Price Per Share, Canceled | 1.01 |
Outstanding Price Per Share, Ending balance | 1.01 |
Price Per Share, Exercisable | 1.01 |
Price Per Share, Exercisable and expected to vest | 1.01 |
Maximum | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Price Per Share, Beginning balance | 15.36 |
Price Per Share, Granted | 14.66 |
Price Per Share, Exercised | 11.19 |
Price Per Share, Canceled | 14.66 |
Outstanding Price Per Share, Ending balance | 15.36 |
Price Per Share, Exercisable | 15.36 |
Price Per Share, Exercisable and expected to vest | $ 15.36 |
Stock and Stock Options - Sum61
Stock and Stock Options - Summary of Stock Option Activity Under the Plans (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected stock price volatility minimum | 50.00% | 63.00% |
Expected stock price volatility maximum | 63.00% | 68.00% |
Weighted average stock price volatility | 54.00% | 65.00% |
Risk-free interest rate minimum | 1.40% | 1.50% |
Risk-free interest rate maximum | 1.90% | 1.80% |
Expected life of options (years) | 6 years | 6 years |
Supplies Distributors - Additio
Supplies Distributors - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | |
Scenario Forecast | ||||
Line Of Credit Facility [Line Items] | ||||
Cash dividend receivable | $ 1.7 | |||
Supplies Distributors | ||||
Line Of Credit Facility [Line Items] | ||||
Cash dividends received | $ 1.1 | $ 0.9 | $ 1.8 |
Income Taxes - Consolidated Inc
Income Taxes - Consolidated Income (Loss) From Continuing Operations before Income Taxes, By Domestic and Foreign Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (6,362) | $ (9,010) | $ (5,947) |
Foreign | 1,199 | 2,646 | 1,268 |
Loss from operations before income taxes | $ (5,163) | $ (6,364) | $ (4,679) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory corporate tax rate | 34.00% | ||
Operating loss carry forwards expiration year range start | 2,019 | ||
Operating loss carry forwards expiration year range end | 2,036 | ||
Annual limits acquired | $ 0.1 | $ 1.2 | |
Annual limits created | 1.4 | ||
REV | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits, penalties or interest | $ 0.1 | ||
NOL acquired before February 2006 | United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | $ 0.2 | 19.1 | |
NOL created before February 2006 | United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | 16 | ||
Foreign Country | Canada | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | 3.1 | ||
Domestic Country | United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | $ 67.3 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Difference between Expected Income Tax Expense (Benefit) from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit computed at statutory rate | $ (1,755) | $ (2,164) | $ (1,591) |
Foreign dividends received | 388 | 193 | 243 |
Items not deductible for tax purposes | (956) | 467 | 244 |
Change in valuation allowance | 4,285 | 1,940 | 911 |
Change in valuation reserve related to business combination adjustments | (979) | ||
State taxes | 568 | 477 | 438 |
Foreign exchange rate difference | (67) | 258 | 155 |
Net operating loss adjustments | 183 | 167 | 634 |
Prior year return-to-provision true-up | (127) | (21) | (131) |
Other | (152) | 180 | 23 |
Provision for income taxes | $ 2,367 | $ 1,497 | $ (53) |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
Domestic | $ 19 | $ 27 | |
State | 568 | 479 | $ 460 |
Foreign | 957 | 933 | 328 |
Total Current | 1,544 | 1,439 | 788 |
Deferred | |||
Domestic | 824 | (979) | |
State | 3 | 3 | 48 |
Foreign | (4) | 55 | 90 |
Total Deferred | 823 | 58 | (841) |
Provision for income taxes | $ 2,367 | $ 1,497 | $ (53) |
Income Taxes - Components of th
Income Taxes - Components of the Deferred Tax Asset (Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 606 | $ 687 |
Inventory reserve | 185 | 239 |
Property and equipment | 244 | |
Accrued expenses | 1,803 | 2,167 |
Net operating loss carryforwards | 23,883 | 20,896 |
Other | 6,182 | 5,067 |
Deferred Tax Assets, Gross | 32,903 | 29,056 |
Less - Valuation allowance | 32,725 | 28,440 |
Total deferred tax assets | 178 | 616 |
Deferred tax liabilities: | ||
Property and equipment | (224) | |
Other | (824) | |
Total deferred tax liabilities | (824) | (224) |
Deferred tax (liabilities), net | $ (646) | |
Deferred tax assets, net | $ 392 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Future Annual Rental Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Lease Payments | |
2,017 | $ 9,728 |
2,018 | 8,156 |
2,019 | 7,562 |
2,020 | 6,985 |
2,021 | 6,106 |
Thereafter | 13,784 |
Total | $ 52,321 |
Commitments and Contingencies69
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2010 | |
Loss Contingencies [Line Items] | ||||
Total rental expense under operating leases | $ 11,200,000 | $ 8,200,000 | $ 7,200,000 | |
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 |
Segment and Geographic Inform70
Segment and Geographic Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment and Geographic Inform71
Segment and Geographic Information - Summary of Product Revenue by Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of product revenue by segments | |||||||||||
Revenues | $ 102,454 | $ 79,910 | $ 77,199 | $ 75,080 | $ 90,064 | $ 71,183 | $ 63,176 | $ 63,846 | $ 334,643 | $ 288,269 | $ 247,048 |
Summary of Income (loss) from continuing operations by segments | |||||||||||
Income (loss) from continuing operations | (1,647) | $ (6) | $ (1,385) | $ 198 | 733 | $ (2,726) | $ (1,499) | $ (1,115) | (2,840) | (4,607) | (3,866) |
Summary of Depreciation and amortization by segments | |||||||||||
Depreciation and amortization | 15,377 | 14,831 | 11,675 | ||||||||
Summary of product revenue by segments | |||||||||||
Capital expenditures | 8,713 | 4,489 | 5,445 | ||||||||
Summary of assets by segments | |||||||||||
Assets | 211,336 | 191,290 | 211,336 | 191,290 | |||||||
PFSweb | |||||||||||
Summary of Income (loss) from continuing operations by segments | |||||||||||
Income (loss) from continuing operations | (5,730) | (6,338) | (5,951) | ||||||||
Summary of Depreciation and amortization by segments | |||||||||||
Depreciation and amortization | 15,355 | 14,763 | 11,620 | ||||||||
Summary of product revenue by segments | |||||||||||
Capital expenditures | 8,683 | 4,489 | 5,445 | ||||||||
Business and Retail Connect | |||||||||||
Summary of Income (loss) from continuing operations by segments | |||||||||||
Income (loss) from continuing operations | 2,890 | 1,731 | 2,085 | ||||||||
Summary of Depreciation and amortization by segments | |||||||||||
Depreciation and amortization | 22 | 68 | 55 | ||||||||
Summary of product revenue by segments | |||||||||||
Capital expenditures | 30 | ||||||||||
Operating Segments | PFSweb | |||||||||||
Summary of product revenue by segments | |||||||||||
Revenues | 284,331 | 228,504 | 171,508 | ||||||||
Summary of assets by segments | |||||||||||
Assets | 167,152 | 151,064 | 167,152 | 151,064 | |||||||
Operating Segments | Business and Retail Connect | |||||||||||
Summary of product revenue by segments | |||||||||||
Revenues | 68,097 | 76,142 | 91,234 | ||||||||
Summary of assets by segments | |||||||||||
Assets | 55,559 | 50,682 | 55,559 | 50,682 | |||||||
Eliminations | |||||||||||
Summary of product revenue by segments | |||||||||||
Revenues | (17,785) | (16,377) | $ (15,694) | ||||||||
Summary of assets by segments | |||||||||||
Assets | $ (11,375) | $ (10,456) | $ (11,375) | $ (10,456) |
Segment and Geographic Inform72
Segment and Geographic Information - Schedule of Revenue Based on Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of revenue based on geographic area | |||||||||||
Revenues | $ 102,454 | $ 79,910 | $ 77,199 | $ 75,080 | $ 90,064 | $ 71,183 | $ 63,176 | $ 63,846 | $ 334,643 | $ 288,269 | $ 247,048 |
Long-lived assets | 85,792 | 74,906 | 85,792 | 74,906 | |||||||
United States | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | 70,313 | 69,579 | 70,313 | 69,579 | |||||||
Europe | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | 11,182 | 3,467 | 11,182 | 3,467 | |||||||
Canada | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | 202 | 198 | 202 | 198 | |||||||
India | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | $ 4,095 | $ 1,662 | 4,095 | 1,662 | |||||||
Operating Segments | United States | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 280,323 | 243,745 | 197,709 | ||||||||
Operating Segments | Europe | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 47,739 | 42,438 | 43,291 | ||||||||
Operating Segments | Canada | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 7,511 | 6,306 | 7,222 | ||||||||
Operating Segments | India | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 6,260 | 3,311 | 641 | ||||||||
Inter-segment eliminations | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | $ (7,190) | $ (7,531) | $ (1,815) |
Employee Savings Plan - Additio
Employee Savings Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined contribution plan, Employer discretionary contribution amount | $ 0.4 | $ 0.3 | $ 0.2 |
Quarterly Data - Seasonality 74
Quarterly Data - Seasonality (Unaudited) - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product Information [Line Items] | |||
Change in performance-based contingent payments | $ 1,064 | $ 1,673 | |
Period Concentration Risk | Sales Revenues, Net | |||
Product Information [Line Items] | |||
Concentration risk percentage | 30.60% | 31.20% | |
Cross View, Inc. | |||
Product Information [Line Items] | |||
Change in performance-based contingent payments | $ 3,700 |
Quarterly Data - Seasonality 75
Quarterly Data - Seasonality (Unaudited) - Schedule of Unaudited Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 102,454 | $ 79,910 | $ 77,199 | $ 75,080 | $ 90,064 | $ 71,183 | $ 63,176 | $ 63,846 | $ 334,643 | $ 288,269 | $ 247,048 |
Income (loss) from operations | (1,647) | (6) | (1,385) | 198 | 733 | (2,726) | (1,499) | (1,115) | (2,840) | (4,607) | (3,866) |
Net income (loss) | $ (3,557) | $ (1,039) | $ (2,182) | $ (752) | $ (598) | $ (3,670) | $ (1,900) | $ (1,693) | $ (7,530) | $ (7,861) | $ (4,626) |
Basic loss per common share | $ (0.19) | $ (0.06) | $ (0.12) | $ (0.04) | $ (0.03) | $ (0.21) | $ (0.11) | $ (0.10) | $ (0.41) | $ (0.45) | $ (0.28) |
Diluted loss per common share | $ (0.19) | $ (0.06) | $ (0.12) | $ (0.04) | $ (0.03) | $ (0.21) | $ (0.11) | $ (0.10) | $ (0.41) | $ (0.45) | $ (0.28) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - 2014 and 2015 Earn-out Payments - REV Solutions, Inc. and REVTech Solutions India Private Limited - Mr. Steven Stephan $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Related Party Transaction [Line Items] | |
Earn-out payment in common stock and cash | $ | $ 2.4 |
Number of shares of common stock issued | shares | 38,574 |
Condensed Financial Informati77
Condensed Financial Information of Registrant (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 24,425 | $ 21,781 | $ 18,128 | $ 22,418 |
Other receivables | 6,750 | 8,704 | ||
Total current assets | 125,544 | 116,384 | ||
Total assets | 211,336 | 191,290 | ||
LIABILITIES: | ||||
Performance-based contingent payments | 2,405 | 11,679 | ||
Total current liabilities | 106,973 | 103,955 | ||
Performance-based contingent payments, less current portion | 1,678 | 2,478 | ||
Total liabilities | 171,053 | 147,532 | ||
SHAREHOLDERS’ EQUITY: | ||||
Preferred stock | ||||
Common stock | 19 | 18 | ||
Additional paid-in capital | 146,286 | 141,948 | ||
Accumulated deficit | (105,317) | (97,787) | ||
Accumulated other comprehensive income | (580) | (296) | ||
Treasury stock | (125) | (125) | ||
Total shareholders’ equity | 40,283 | 43,758 | 40,105 | 40,925 |
Total liabilities and shareholders’ equity | 211,336 | 191,290 | ||
PFSweb | ||||
ASSETS | ||||
Cash and cash equivalents | 144 | 305 | $ 555 | $ 10,722 |
Other receivables | 1,398 | |||
Total current assets | 144 | 1,703 | ||
Receivable from subsidiaries | 4,371 | |||
Investment in subsidiaries | 52,725 | 48,159 | ||
Total assets | 52,869 | 54,233 | ||
LIABILITIES: | ||||
Performance-based contingent payments | 2,405 | 7,997 | ||
Total current liabilities | 2,405 | 7,997 | ||
Performance-based contingent payments, less current portion | 1,678 | 2,478 | ||
Payable to subsidiaries | 8,503 | |||
Total liabilities | 12,586 | 10,475 | ||
SHAREHOLDERS’ EQUITY: | ||||
Preferred stock | ||||
Common stock | 19 | 18 | ||
Additional paid-in capital | 146,286 | 141,948 | ||
Accumulated deficit | (105,317) | (97,787) | ||
Accumulated other comprehensive income | (580) | (296) | ||
Treasury stock | (125) | (125) | ||
Total shareholders’ equity | 40,283 | 43,758 | ||
Total liabilities and shareholders’ equity | $ 52,869 | $ 54,233 |
Condensed Financial Informati78
Condensed Financial Information of Registrant (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | |||||||||||
Selling, general and administrative expenses | $ 76,304 | $ 66,280 | $ 47,658 | ||||||||
Interest expense | 2,323 | 1,757 | 813 | ||||||||
NET LOSS | $ (3,557) | $ (1,039) | $ (2,182) | $ (752) | $ (598) | $ (3,670) | $ (1,900) | $ (1,693) | (7,530) | (7,861) | (4,626) |
PFSweb | |||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | |||||||||||
Selling, general and administrative expenses | 3,008 | 5,594 | 4,806 | ||||||||
Equity in net loss (income) of consolidated subsidiaries | 4,408 | 2,130 | (180) | ||||||||
Total operating expenses | 7,416 | 7,724 | 4,626 | ||||||||
Interest expense | 114 | 137 | |||||||||
NET LOSS | $ (7,530) | $ (7,861) | $ (4,626) |
Condensed Financial Informati79
Condensed Financial Information of Registrant (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | $ (3,557) | $ (1,039) | $ (2,182) | $ (752) | $ (598) | $ (3,670) | $ (1,900) | $ (1,693) | $ (7,530) | $ (7,861) | $ (4,626) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Stock-based compensation expense | 2,111 | 4,637 | 3,059 | ||||||||
Change in performance-based contingent payments | 1,064 | 1,673 | |||||||||
Net cash provided by operating activities | 13,266 | 22,671 | 13,781 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisitions, net of cash acquired | (8,359) | (31,619) | (6,366) | ||||||||
Net cash used in investing activities | (17,072) | (36,108) | (11,811) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 1,203 | 1,483 | 1,631 | ||||||||
Payments on performance-based contingent payments | (9,454) | (2,043) | |||||||||
Net cash provided by (used in) financing activities | 6,999 | 18,557 | (4,629) | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2,644 | 3,653 | (4,290) | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period | 21,781 | 18,128 | 21,781 | 18,128 | 22,418 | ||||||
CASH AND CASH EQUIVALENTS, end of period | 24,425 | 21,781 | 24,425 | 21,781 | 18,128 | ||||||
PFSweb | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | (7,530) | (7,861) | (4,626) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Stock-based compensation expense | 2,111 | 4,637 | 3,059 | ||||||||
Change in performance-based contingent payments | 1,011 | 891 | |||||||||
Equity in net loss (income) of consolidated subsidiaries | 4,408 | 2,130 | (180) | ||||||||
Net cash provided by operating activities | (203) | (1,747) | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisitions, net of cash acquired | (8,359) | (31,619) | |||||||||
Net cash used in investing activities | (8,359) | (31,619) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 1,203 | 1,483 | 1,631 | ||||||||
Payments on performance-based contingent payments | (6,354) | ||||||||||
Decrease (increase) in receivable from subsidiaries, net | 13,349 | 30,089 | (10,057) | ||||||||
Net cash provided by (used in) financing activities | 8,198 | 31,572 | (8,426) | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (161) | (250) | (10,167) | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period | $ 305 | $ 555 | 305 | 555 | 10,722 | ||||||
CASH AND CASH EQUIVALENTS, end of period | $ 144 | $ 305 | $ 144 | $ 305 | $ 555 |
Valuation and Qualifying Acco80
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 600 | $ 447 | $ 382 |
Charges to Cost and Expenses | 4 | 187 | 165 |
Deductions | (110) | (34) | (100) |
Balance at End of Period | 494 | 600 | 447 |
Reserve for Excess and Obsolete Inventory | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 739 | 768 | 962 |
Charges to Cost and Expenses | 57 | 93 | 53 |
Deductions | (228) | (122) | (247) |
Balance at End of Period | $ 568 | $ 739 | $ 768 |