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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2001
PFSweb, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-28275 75-2837058
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification Number)
500 NORTH CENTRAL EXPRESSWAY, PLANO, TX 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-2900
NONE
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On May 25, 2001, PFSweb, Inc. (the "Company") completed the sale of certain
assets to Daisytek International Corporation ("Daisytek") pursuant to an Asset
Purchase Agreement (the "Purchase Agreement"). Under the Purchase Agreement, the
Company transferred and sold to Daisytek certain distribution and fulfillment
assets, including equipment and fixtures, that were previously used by the
Company to provide outsourcing services to Daisytek. Daisytek also assumed
certain related equipment leases and a warehouse lease and hired certain
employees who were associated with the warehouse facility. The consideration
payable under the Purchase Agreement of $11.0 million ($10 million of which was
paid at closing on May 25, 2001 and $1 million of which is payable over six
months, subject to certain potential offsets) was based, in part, on the fair
value of the assets and the mutual termination and release by the Company and
Daisytek of certain transaction management services agreements previously
entered into between the Company and Daisytek and a Daisytek subsidiary.
Concurrently with the closing of the asset sale, the Company and Daisytek also
entered into a six-month transition services agreement under which the Company
will provide Daisytek with certain transitional and information technology
services for which the Company will receive monthly service fees, subject to
satisfaction of certain performance criteria.
The Company and Daisytek are parties to certain agreements relating to the
spin-off of the Company from Daisytek, its former parent corporation, including
a master separation agreement, an initial public offering and distribution
agreement and a tax allocation and indemnification agreement. The Company and a
subsidiary of Daisytek are also parties to certain agreements with IBM relating
to the distribution of certain IBM products.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable.
(b) Pro forma financial information
The unaudited pro forma condensed consolidated financial information of the
Company, included in Item 7 (b) of this Report, is based on the condensed
consolidated financial statements for the year ended March 31, 2001. The
accompanying unaudited pro forma condensed consolidated balance sheet gives
effect to the disposition of certain assets of PFSweb as if the disposition had
occurred on March 31, 2001. The accompanying unaudited pro forma condensed
consolidated statement of operations gives effect to the disposition as if the
disposition and the termination of certain transaction management services
agreements had occurred on April 1, 2000.
The unaudited pro forma condensed consolidated financial statements are not
necessarily indicative of the current or future financial position or results of
operations of the Company and such statements should be read in the context of
the Company's historical consolidated financial statements. The pro forma
adjustments are based upon information currently available to the Company and
contain estimates and assumptions. Management believes that the estimates and
assumptions provide a reasonable basis for presenting the significant effects of
the disposition and that the pro forma adjustments give appropriate effect to
these estimates and assumptions and are properly applied in the pro forma
condensed consolidated financial statements.
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PFSWEB, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE DATA)
Pro Forma
Historical Adjustments Pro Forma
------------ ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents ................................................ $ 22,266 $ 9,500(1) $ 31,766
Accounts and other receivables, net of allowance for doubtful accounts of
$279 at March 31, 2001 ............................................... 12,266 -- 12,266
Prepaid expenses and other current assets ................................ 3,848 -- 3,848
------------ ------------ ------------
Total current assets ....................................... 38,380 9,500(1) 47,880
------------ ------------ ------------
NET PROPERTY AND EQUIPMENT ................................................... 20,253 (4,500)(1) 15,753
OTHER ASSETS ................................................................. 104 -- 104
------------ ------------ ------------
Total assets ............................................... $ 58,737 $ 5,000(1) $ 63,737
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of capital lease obligations ............................ $ 300 $ -- $ 300
Trade accounts payable ................................................... 13,308 -- 13,308
Accrued expenses ......................................................... 4,749 -- 4,749
------------ ------------ ------------
Total current liabilities .................................. 18,357 -- 18,357
------------ ------------ ------------
CAPITAL LEASE OBLIGATIONS, less current portion .............................. 2,139 -- 2,139
OTHER LIABILITIES ............................................................ 1,240 -- 1,240
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value; 1,000,000 shares authorized; none issued
and outstanding ...................................................... -- -- --
Common stock, $0.001 par value; 40,000,000 shares authorized;
17,907,378 shares issued and outstanding ............................. 18 -- 18
Additional paid-in capital ............................................... 50,884 -- 50,884
Retained deficit ......................................................... (13,592) 5,000(1) (8,592)
Accumulated other comprehensive loss ..................................... (309) -- (309)
------------ ------------ ------------
Total shareholders' equity ................................. 37,001 5,000(1) 42,001
------------ ------------ ------------
Total liabilities and shareholders' equity ................. $ 58,737 $ 5,000(1) $ 63,737
============ ============ ============
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
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PFSWEB, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATION
FOR THE YEAR ENDED MARCH 31, 2001
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro Forma
Historical Adjustments Pro Forma
------------ ------------ ------------
REVENUES:
Service fee revenue ............................. $ 48,258 $ (20,816)(2) $ 27,442
Other revenue ................................... 2,097 -- 2,097
------------ ------------ ------------
Total revenues .............................. 50,355 (20,816) 29,539
------------ ------------ ------------
COSTS OF REVENUES:
Cost of service fee revenue ..................... 34,261 (13,244)(2) 21,017
Cost of other revenue - terminated contract
costs ......................................... 2,470 -- 2,470
------------ ------------ ------------
Total costs of revenues ..................... 36,731 (13,244) 23,487
------------ ------------ ------------
Gross profit ................................ 13,624 (7,572)(2) 6,052
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ........ 25,446 (540)(2) 24,906
------------ ------------ ------------
Loss from operations ........................ (11,822) (7,032)(2) (18,854)
------------
INTEREST INCOME, net ................................ (1,091) -- (1,091)
------------ ------------ ------------
Loss before income taxes .................... (10,731) (7,032)(2) (17,763)
PROVISION (BENEFIT) FOR INCOME TAXES ................ 25 (879)(3) (854)
------------ ------------ ------------
NET LOSS ............................................ $ (10,756) $ (6,153) $ (16,909)
============ ============ ============
NET LOSS PER SHARE:
Basic and diluted ............................. $ (0.60) $ (0.34) $ (0.95)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted .............................. 17,879 17,879 17,879
============ ============ ============
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
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PFSWEB, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On May 25, 2001, PFSweb completed the sale of one of its distribution
facilities to Daisytek. Under the agreement, Daisytek purchased certain
distribution and fulfillment assets that were previously used by PFSweb to
provide outsourcing services to Daisytek. Daisytek also assumed certain related
leases and hired employees who were associated with the facility and fulfillment
to Daisytek's customers. In conjunction with the asset sale, PFSweb and Daisytek
also terminated certain transaction management service agreements. However,
PFSweb and Daisytek will continue to provide capabilities to each other under
terms of their joint IBM Master Services Agreements through the terms of those
agreements.
The accompanying unaudited pro forma condensed consolidated balance
sheet gives effect to the disposition of certain assets of PFSweb as if the
disposition had occurred on March 31, 2001. The accompanying unaudited pro forma
condensed consolidated statement of operations gives effect to the disposition
of assets as if the disposition and the termination of certain transaction
management services agreements had occurred on April 1, 2000.
The pro forma data do not give effect to any fees to be earned by
PFSweb for services to be provided to Daisytek under a six-month transition
services agreement entered into on May 25, 2001 or a $1 million deferred gain
associated with the asset sale that is subject to certain potential offsets. The
unaudited pro forma condensed consolidated statement of operations does not give
effect to the gain on sale of assets described in (1) below.
(1) Reflects the sale of certain distribution and fulfillment assets used by
PFSweb to provide outsourcing services to Daisytek. Cash proceeds of $10 million
(excluding the $1 million deferred gain), net of approximately $0.5 million of
closing costs, were received for assets with an approximately $4.5 million net
book value with a resulting $5.0 million gain. Due to the Company's net
operating loss position, no tax liability has been reflected in the unaudited
pro forma condensed consolidated balance sheet associated with this gain.
(2) Reflects the termination of certain transaction management services
agreements with Daisytek under which PFSweb provided transaction management
services for Daisytek's U.S. wholesale consumable computer supplies and office
products businesses and Daisytek's worldwide information technology
infrastructure. This pro forma adjustment reflects certain estimated direct
operating costs associated with the performance of the transaction management
service agreements and includes operating costs associated with the Memphis
distribution center, including the salaries of management and personnel,
warehousing and distribution costs, depreciation and other expenses. This
adjustment does not consider certain infrastructure costs, such as operating
costs associated with the information technology function, salaries of certain
management and personnel, telephone and lease costs, and depreciation expense
which supported this business but that will continue in the future or estimated
net incremental interest income earned from the net proceeds of the asset sale.
Because these ongoing costs were not considered, the pro forma adjustment to
gross profit and loss from operations is not indicative of the overall margin
earned under these transaction management services agreements.
(3) Reflects income taxes determined in accordance with the provisions of SFAS
No. 109 "Accounting for Income Taxes." The pro forma adjustment to the provision
(benefit) for taxes reflects income taxes as if these transactions and events
had occurred as of the beginning of the period presented. For the period through
the spin-off date of July 6, 2000, PFSweb continued to be included in Daisytek's
consolidated U. S. tax return. As part of the tax sharing agreement with
Daisytek, PFSweb would have been reimbursed for any income tax benefit derived
from its inclusion in the consolidated tax return. Since PFSweb ceased to be
included in Daisytek's consolidated tax return upon completion of the spin-off
and PFSweb has not established a sufficient history of earnings, a
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valuation allowance has been provided for the estimated U.S. income tax benefits
derived from the U.S. operating losses after the spin-off.
(c) Exhibits
99.1 Press Release dated May 29, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PFSweb, Inc.
Dated: June 11, 2001 By: /s/ THOMAS J. MADDEN
----------------------------------
Thomas J. Madden
Executive Vice President, Chief
Financial and Accounting Officer
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INDEX TO EXHIBIT
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated May 29, 2001.