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PFSweb Reports Third Quarter Record Results

Q3 Service Fee Equivalent Revenue up 43% to $46.2 Million; Adjusted EBITDA up 90% to $5.4 Million


/EINPresswire.com/ -- ALLEN, TX -- (Marketwired) -- 11/09/15 -- PFSweb, Inc. (NASDAQ: PFSW), a global provider of end-to-end eCommerce solutions, reported results for the third quarter ended September 30, 2015.

Third Quarter 2015 Highlights vs. Same Year-Ago Quarter

  • Service fee equivalent revenue (a non-GAAP measure defined below) increased 43% to a Q3 record $46.2 million

  • Service fee gross margin increased 380 basis points to 33.7%

  • Adjusted EBITDA (a non-GAAP measure defined below) increased 90% to a Q3 record $5.4 million

  • Acquired CrossView, an eCommerce system integrator with B2B and B2C Websphere Commerce and SAP/hybris integration capabilities, significantly expanding PFSweb's addressable market

Management Commentary

"We continued to benefit from strong growth in our agency and technology services, driving record results for the fourth consecutive quarter," said Michael Willoughby, CEO of PFSweb. "Our omni-channel operations also continued to perform well, supporting the overall strong growth in our B2C clients' volumes over the same year-ago period.

"Most notably, the third quarter was highlighted by the acquisition of CrossView, which we believe dramatically strengthens our position as a leader among full service eCommerce providers. The integration of CrossView is tracking well and according to plan. In fact, we've already begun to pursue several promising cross-sell opportunities, while also realizing synergies across our technology platforms."

"Subsequent to the quarter," continued Willoughby, "we launched our strategic commerce consulting practice, through which we'll provide high-value digital strategy and platform selection consulting to both B2B and B2C clients. This new practice demonstrates our commitment to expanding higher-margin service offerings and engaging with our clients as a strategic partner as we continue to evolve PFSweb from a full service eCommerce provider into a leading global commerce service provider.

"As we head into the all-important holiday season, we will continue to focus on client execution, with the ultimate goal of helping our clients maximize their holiday sales performance. According to eMarketer, holiday online sales are expected to grow 14% this year to a record $79.4 billion. We plan to capitalize on these secular tailwinds and leverage the unique strength of our platform to drive growth in the fourth quarter and beyond."

2015 & 2016 Outlook

Based on year-to-date results and current projections for the fourth quarter, PFSweb is increasing its service fee equivalent revenue guidance to range between $180 million to $186 million, up from $175 million to $185 million, reflecting growth of 30% to 34% from 2014. The company has also increased its adjusted EBITDA guidance to range between $18.5 million to $20.5 million, up from $18 million to $20 million, reflecting growth of 36% to 50% from 2014.

For 2016, PFSweb currently expects continued strong growth in service fee equivalent revenue and adjusted EBITDA as the company realizes a full year of benefit from its recent acquisitions, as well as incremental revenue from new and expanded client relationships. At this time, the company is targeting 2016 service fee equivalent revenue to range between $220 million to $230 million. The company is also targeting adjusted EBITDA to range between $23 million to $25 million. This adjusted EBITDA target includes the expected impact of incremental sales and marketing expenditures as well as other infrastructure expenditures to support the company's future growth strategies.

Third Quarter 2015 Financial Results

Total revenues in the third quarter of 2015 increased 25% to $71.2 million compared to $57.1 million in the same period of 2014. Service fee revenue in the third quarter of 2015 increased 45% to $45.5 million compared to $31.4 million last year. Product revenue was $14.4 million compared to $17.3 million in the same period of 2014 due to ongoing restructuring activities by the company's largest client in this segment.

Service fee equivalent revenue in the third quarter of 2015 increased 43% to a third quarter record $46.2 million compared to $32.4 million in the year-ago quarter.

Service fee gross margin in the third quarter increased 380 basis points to 33.7% compared to 29.9% in the same period of 2014. The increase was due to a higher proportion of agency and technology services in the 2015 quarter, in part due to the benefit from the acquisitions of REV Solutions and LiveArea that occurred in September 2014 and the CrossView acquisition completed in August 2015.

Adjusted EBITDA increased 90% to a third quarter record of $5.4 million compared to $2.9 million in the same period of 2014. As a percentage of service fee equivalent revenue, adjusted EBITDA increased 300 basis points to 11.8% compared to 8.8% in the year-ago quarter.

Net loss in the third quarter was $3.7 million or $(0.21) per diluted share, compared to a net loss of $2.5 million or $(0.15) per diluted share in the same period of 2014. Net loss in the third quarter of 2015 included $1.5 million in stock-based compensation expense, $2.6 million in acquisition-related, restructuring and other costs and $1.0 million in amortization of acquisition-related intangible assets. This compares to $0.9 million in stock-based compensation expense and $1.5 million in acquisition-related, restructuring and other costs in the same period of 2014.

Non-GAAP net income (a non-GAAP measure defined below) in the third quarter of 2015 was $1.5 million or $0.08 per diluted share, compared to non-GAAP net loss of $0.1 million or $(0.01) per diluted share in the third quarter of 2014.

At September 30, 2015, cash and cash equivalents was $13.0 million compared to $18.1 million at December 31, 2014. Total debt increased to $38.4 million from $10.9 million at December 31, 2014 as the Company entered into a new credit facility with Regions Bank, Bank of America and HSBC, primarily to facilitate the acquisition of CrossView. This new credit facility replaces the Company's previous senior banking facilities.

First Nine Months of 2015 Financial Results

Total revenues in the first nine months of 2015 increased 18% to $198.2 million compared to $168.4 million in the same period of 2014. Service fee revenue in the first nine months of 2015 increased 40% to $121.3 million compared to $86.4 million in the same period last year. Product revenue was $44.7 million compared to $57.2 million in the same period of 2014.

Service fee equivalent revenue in the first nine months of 2015 increased 38% to $123.7 million compared to $89.6 million in the same period of 2014.

Service fee gross margin in the first nine months of 2015 increased 230 basis points to 32.4% compared to 30.1% in the same period of 2014.

Adjusted EBITDA increased 94% to $13.2 million in the first nine months of 2015 compared to $6.8 million in the same period of 2014. As a percentage of service fee equivalent revenue, adjusted EBITDA increased 330 basis points to 10.7% compared to 7.6% in the year-ago period.

Net loss in the first nine months of 2015 was $7.3 million or $(0.42) per diluted share, compared to a net loss of $6.7 million or $(0.40) per diluted share in the same period of 2014. Net loss in the first nine months of 2015 included $3.4 million in stock-based compensation expense, $4.5 million in acquisition related, restructuring and other costs and $1.5 million in amortization of acquisition-related intangible assets. This compares to $2.5 million in stock-based compensation expense and $1.7 million in acquisition related, restructuring and other costs in the same period of 2014.

Non-GAAP net income in the first nine months of 2015 was $2.2 million or $0.12 per diluted share, compared to non-GAAP net loss of $2.5 million or $(0.15) per diluted share in the same period of 2014.

Conference Call

PFSweb will conduct a conference call today at 5:00 p.m. Eastern time to discuss its results for the third quarter ended September 30, 2015.

CEO Mike Willoughby and CFO Tom Madden will host the conference call, followed by a question and answer period.

Date: Monday, November 9, 2015
Time: 5:00 p.m. Eastern Time (4:00 p.m. Central time)
Toll-free dial-in number: 1-888-466-4462
International dial-in number: 1-719-785-1765
Conference ID: 4158053

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 1-949-574-3860.

The conference call will be broadcast live and available for replay at http://public.viavid.com/index.php?id=116986 and via the investor relations section of the company's website at www.pfsweb.com.

A replay of the conference call will be available after 8:00 p.m. Eastern Time on the same day through November 23, 2015.

Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay ID: 4158053

About PFSweb Inc.

PFSweb (NASDAQ: PFSW) is a global provider of end-to-end eCommerce solutions including digital agency and marketing services, technology development services, business process outsourcing services and a complete omni-channel technology ecosystem. The company provides these solutions and services to major brand names and other companies seeking to optimize every customer experience and enhance their traditional and online business channels. PFSweb supports organizations across various industries, including Procter & Gamble, L'Oreal, LEGO, Columbia Sportswear, Ricoh, Roots Canada Ltd., Diageo, BCBGMAXAZRIA, T.J. Maxx, the United States Mint, and many more. PFSweb is headquartered in Allen, TX with additional locations in Tennessee, Mississippi, Minnesota, Washington, New York, Ohio, North Carolina, Canada, Belgium, London, Munich and India. For more information, please visit www.pfsweb.com or download the free PFSweb IR App on your iPhone, iPad or Android device.

Non-GAAP Financial Measures

This news release may contain certain non-GAAP measures, including non-GAAP net income (loss), earnings before interest, income taxes, depreciation and amortization (EBITDA), Adjusted EBITDA and service fee equivalent revenue.

Non-GAAP net income (loss) represents net income (loss) calculated in accordance with U.S. GAAP as adjusted for the impact of non-cash stock-based compensation expense, acquisition related, restructuring and other charges and the amortization of acquisition-related intangible assets.

EBITDA represents earnings (or losses) before interest, income taxes, depreciation, and amortization. Adjusted EBITDA further eliminates the effect of stock-based compensation, acquisition related, restructuring and other charges and amortization of acquisition-related intangible assets.

Service fee equivalent revenue represents service fee revenue plus the gross profit earned on product revenue.

Non-GAAP net income (loss), EBITDA, Adjusted EBITDA and service fee equivalent revenue are used by management, analysts, investors and other interested parties in evaluating our operating performance compared to that of other companies in our industry. The calculation of non-GAAP net income (loss) eliminates the effect of stock-based compensation, acquisition related, restructuring and other charges and amortization of acquisition-related intangible assets and EBITDA and adjusted EBITDA further eliminate the effect of financing, income taxes and the accounting effects of capital spending, which items may vary from different companies for reasons unrelated to overall operating performance. Service fee equivalent revenue allows client contracts with similar operational support models but different financial models to be combined as if all contracts were being operated on a service fee revenue basis.

PFSweb believes these non-GAAP measures provide useful information to both management and investors by focusing on certain operational metrics and excluding certain expenses in order to present its core operating performance and results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the GAAP results in the attached tables.

Forward-Looking Statements

The matters discussed herein consist of forward-looking information under the Private Securities Litigation Reform Act of 1995 and is subject to and involves risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. PFSweb's Annual Report on Form 10-K for the year ended December 31, 2014 identifies certain factors that could cause actual results to differ materially from those projected in any forward looking statements made and investors are advised to review the Annual Report of the Company and the Risk Factors described therein. PFSweb undertakes no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. There may be additional risks that we do not currently view as material or that are not presently known.


                       PFSweb, Inc. and Subsidiaries
                 Condensed Consolidated Balance Sheets (A)
                     (In Thousands, Except Share Data)


                                               September 30,   December 31,
                                                    2015           2014
                                               -------------  -------------

          ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                  $      13,000  $      18,128
    Restricted cash                                       52            521
    Accounts receivable, net of allowance for
     doubtful accounts of $469 and $447 at
     September 30, 2015 and December 31, 2014,
     respectively                                     55,552         59,126
    Inventories, net of reserves of $682 and
     $768 at September 30, 2015 and December
     31, 2014, respectively                            8,673         10,534
    Other receivables                                  3,973          5,638
    Prepaid expenses and other current assets          3,853          7,103
                                               -------------  -------------
        Total current assets                          85,103        101,050

PROPERTY AND EQUIPMENT, net                           24,852         26,604
INTANGIBLE ASSETS, net                                12,916          2,170
GOODWILL                                              40,778          8,366
OTHER ASSETS                                           2,321          2,556
                                               -------------  -------------
        Total assets                                 165,970        140,746
                                               =============  =============

    LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt and
     capital lease obligations                 $       3,512  $       6,850
    Trade accounts payable                            29,356         38,842
    Deferred revenue                                   5,600          9,098
    Accrued expenses                                  35,412         28,473
                                               -------------  -------------
        Total current liabilities                     73,880         83,263

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
 less current portion                                 34,870          4,062
DEFERRED REVENUE                                       4,197          5,355
DEFERRED RENT                                          4,430          4,870
OTHER LONG-TERM LIABILITIES                            5,074          3,091
                                               -------------  -------------
        Total liabilities                            122,451        100,641
                                               -------------  -------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Preferred stock, $1.00 par value; 1,000,000
     shares authorized; none issued and
     outstanding                                           -              -
    Common stock, $.001 par value; 35,000,000
     shares authorized; 18,100,589 and
     17,047,093 shares issued at September 30,
     2015 and December 31, 2014, respectively;
     and 18,067,122 and 17,013,622 shares
     outstanding as of September 30, 2015 and
     December 31, 2014, respectively                      18             17
    Additional paid-in capital                       140,890        129,457
    Accumulated deficit                              (97,189)       (89,926)
    Accumulated other comprehensive income               (75)           682
    Treasury stock at cost, 33,467 shares               (125)          (125)
                                               -------------  -------------
        Total shareholders' equity                    43,519         40,105
                                               -------------  -------------
        Total liabilities and shareholders'
         equity                                $     165,970  $     140,746
                                               =============  =============

(A) The financial data above should be read in conjunction with the audited
 consolidated financial statements of PFSweb, Inc. included in its Form 10-
 K for the year ended December 31, 2014.



                       PFSweb, Inc. and Subsidiaries
       Unaudited Condensed Consolidated Statements of Operations (A)
                   (In Thousands, Except Per Share Data)

                               Three Months Ended       Nine Months Ended
                                  September 30,           September 30,
                             ----------------------  ----------------------
                                2015        2014        2015        2014
                             ----------  ----------  ----------  ----------
REVENUES:
    Product revenue, net     $   14,419  $   17,340  $   44,731  $   57,182
    Service fee revenue          45,528      31,411     121,311      86,393
    Pass-thru revenue            11,236       8,344      32,163      24,792
                             ----------  ----------  ----------  ----------
        Total revenues           71,183      57,095     198,205     168,367
                             ----------  ----------  ----------  ----------

COSTS OF REVENUES:
    Cost of product revenue      13,702      16,397      42,321      53,952
    Cost of service fee
     revenue                     30,193      22,007      81,993      60,387
    Cost of pass-thru revenue    11,236       8,344      32,163      24,792
                             ----------  ----------  ----------  ----------
        Total costs of
         revenues                55,131      46,748     156,477     139,131
                             ----------  ----------  ----------  ----------
        Gross profit             16,052      10,347      41,728      29,236
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES         18,778      12,764      47,068      35,271
                             ----------  ----------  ----------  ----------
      Income (loss) from
       operations                (2,726)     (2,417)     (5,340)     (6,035)
INTEREST EXPENSE (INCOME),
 NET                                706         174       1,247         490
                             ----------  ----------  ----------  ----------
      Income (loss) before
       income taxes              (3,432)     (2,591)     (6,587)     (6,525)
INCOME TAX PROVISION
 (BENEFIT)                          238         (66)        676         205
                             ----------  ----------  ----------  ----------
NET INCOME (LOSS)            $   (3,670) $   (2,525) $   (7,263) $   (6,730)
                             ==========  ==========  ==========  ==========
NON-GAAP NET INCOME (LOSS)   $    1,452  $     (133) $    2,193  $   (2,528)
                             ==========  ==========  ==========  ==========

NET INCOME (LOSS) PER SHARE:
    Basic                    $    (0.21) $    (0.15) $    (0.42) $    (0.40)
                             ==========  ==========  ==========  ==========
    Diluted                  $    (0.21) $    (0.15) $    (0.42) $    (0.40)
                             ==========  ==========  ==========  ==========

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING:
    Basic                        17,829      16,779      17,449      16,680
                             ==========  ==========  ==========  ==========
    Diluted                      17,829      16,779      17,449      16,680
                             ==========  ==========  ==========  ==========

EBITDA                       $    1,355  $      464  $    5,305  $    2,614
                             ==========  ==========  ==========  ==========
ADJUSTED EBITDA              $    5,434  $    2,856  $   13,238  $    6,816
                             ==========  ==========  ==========  ==========

(A) The financial data above should be read in conjunction with the audited
 consolidated financial statements of PFSweb, Inc. included in its Form 10-
 K for the year ended December 31, 2014.



                       PFSweb, Inc. and Subsidiaries
              Reconciliation of Certain Non-GAAP Items to GAAP
                   (In Thousands, Except Per Share Data)

                               Three Months Ended       Nine Months Ended
                                  September 30,           September 30,
                             ----------------------  ----------------------
                                2015        2014        2015        2014
                             ----------  ----------  ----------  ----------

NET INCOME (LOSS)            $   (3,670) $   (2,525) $   (7,263) $   (6,730)
      Income tax expense
       (benefit)                    238         (66)        676         205
      Interest expense, net         706         174       1,247         490
      Depreciation and
       amortization               4,081       2,881      10,645       8,649
                             ----------  ----------  ----------  ----------
EBITDA                       $    1,355  $      464  $    5,305  $    2,614
      Stock-based
       compensation               1,492         853       3,446       2,509
      Acquisition related,
       restructuring and
       other costs                2,587       1,539       4,487       1,693
                             ----------  ----------  ----------  ----------
ADJUSTED EBITDA              $    5,434  $    2,856  $   13,238  $    6,816
                             ==========  ==========  ==========  ==========


                               Three Months Ended       Nine Months Ended
                                  September 30,           September 30,
                             ----------------------  ----------------------
                                2015        2014        2015        2014
                             ----------  ----------  ----------  ----------

NET INCOME (LOSS)            $   (3,670) $   (2,525) $   (7,263) $   (6,730)
      Stock-based
       compensation               1,492         853       3,446       2,509
      Amortization of
       acquisition-related
       intangible assets          1,043           -       1,523           -
      Acquisition related,
       restructuring and
       other costs                2,587       1,539       4,487       1,693
                             ----------  ----------  ----------  ----------
NON-GAAP NET INCOME (LOSS)   $    1,452  $     (133) $    2,193  $   (2,528)
                             ==========  ==========  ==========  ==========

NET INCOME (LOSS) PER SHARE:
    Basic                    $    (0.21) $    (0.15) $    (0.42) $    (0.40)
                             ==========  ==========  ==========  ==========
    Diluted                  $    (0.21) $    (0.15) $    (0.42) $    (0.40)
                             ==========  ==========  ==========  ==========

NON-GAAP NET INCOME (LOSS)
 Per Share:
    Basic                    $     0.08  $    (0.01) $     0.13  $    (0.15)
                             ==========  ==========  ==========  ==========
    Diluted                  $     0.08  $    (0.01) $     0.12  $    (0.15)
                             ==========  ==========  ==========  ==========



                               Three Months Ended       Nine Months Ended
                                  September 30,           September 30,
                             ----------------------  ----------------------
                                2015        2014        2015        2014
                             ----------  ----------  ----------  ----------

TOTAL REVENUES               $   71,183  $   57,095  $  198,205  $  168,367
    Pass-thru revenue           (11,236)     (8,344)    (32,163)    (24,792)
    Cost of product revenue     (13,702)    (16,397)    (42,321)    (53,952)
                             ----------  ----------  ----------  ----------
SERVICE FEE EQUIVALENT
 REVENUE                     $   46,245  $   32,354  $  123,721  $   89,623
                             ==========  ==========  ==========  ==========



                       PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
               For the Three Months Ended September 30, 2015
                               (In Thousands)

                                     Business &
                                       Retail
                           PFSweb      Connect   Eliminations  Consolidated
                         ----------  ----------  ------------  ------------
REVENUES:
    Product revenue, net $        -  $   14,419  $          -  $     14,419
    Service fee revenue      42,167       3,361             -        45,528
    Service fee revenue -
     affiliate                3,494         195        (3,689)            -
    Pass-thru revenue        11,236           -             -        11,236
                         ----------  ----------  ------------  ------------
        Total revenues       56,897      17,975        (3,689)       71,183
                         ----------  ----------  ------------  ------------

COSTS OF REVENUES:
    Cost of product
     revenue                      -      13,702             -        13,702
    Cost of service fee
     revenue                 30,369       3,323        (3,499)       30,193
    Cost of pass-thru
     revenue                 11,236           -             -        11,236
                         ----------  ----------  ------------  ------------
        Total costs of
         revenues            41,605      17,025        (3,499)       55,131
                         ----------  ----------  ------------  ------------
        Gross profit         15,292         950          (190)       16,052
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES     18,049         919          (190)       18,778
                         ----------  ----------  ------------  ------------
      Income (loss) from
       operations            (2,757)         31             -        (2,726)
INTEREST EXPENSE
 (INCOME), NET                  584         122             -           706
                         ----------  ----------  ------------  ------------
      Income (loss)
       before income
       taxes                 (3,341)        (91)            -        (3,432)
INCOME TAX PROVISION
 (BENEFIT)                      171          67             -           238
                         ----------  ----------  ------------  ------------
NET INCOME (LOSS)        $   (3,512) $     (158) $          -  $     (3,670)
                         ==========  ==========  ============  ============
NON-GAAP NET INCOME
 (LOSS)                  $    1,288  $      162  $          -  $      1,450
                         ==========  ==========  ============  ============

EBITDA                   $    1,309  $       46  $          -  $      1,355
                         ==========  ==========  ============  ============
ADJUSTED EBITDA          $    5,066  $      366  $          -  $      5,432
                         ==========  ==========  ============  ============


A reconciliation of NET INCOME
 (LOSS) to EBITDA and ADJUSTED
 EBITDA follows:

NET INCOME (LOSS)        $   (3,512) $     (158) $          -        (3,670)
      Income tax expense
       (benefit)                171          67             -           238
      Interest expense
       (income), net            584         122             -           706
      Depreciation and
       amortization           4,066          15             -         4,081
                         ----------  ----------  ------------  ------------
EBITDA                   $    1,309  $       46  $          -  $      1,355
      Stock-based
       compensation           1,492           -             -         1,492
      Acquisition
       related,
       restructuring and
       other costs            2,265         320             -         2,585
                         ----------  ----------  ------------  ------------
ADJUSTED EBITDA          $    5,066  $      366  $          -  $      5,432
                         ==========  ==========  ============  ============

A reconciliation of NET INCOME
 (LOSS) to NON-GAAP NET INCOME
 (LOSS) follows:

NET INCOME (LOSS)        $   (3,512) $     (158) $          -  $     (3,670)
      Stock-based
       compensation           1,492           -             -         1,492
      Amortization of
       acquisition-
       related intangible
       assets                 1,043           -             -         1,043
      Acquisition
       related,
       restructuring and
       other costs            2,265         320             -         2,585
                         ----------  ----------  ------------  ------------
NON-GAAP NET INCOME
 (LOSS)                  $    1,288  $      162  $          -  $      1,450
                         ==========  ==========  ============  ============

Note: Business and Retail Connect includes our Supplies Distributors and
 PFSweb Retail Connect operations, which operate similar financial models
 on behalf of our client relationships.



                       PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
               For the Three Months Ended September 30, 2014
                               (In Thousands)

                                     Business &
                                       Retail
                           PFSweb      Connect   Eliminations  Consolidated
                         ----------  ----------  ------------  ------------
REVENUES:
    Product revenue, net $        -  $   17,340  $          -  $     17,340
    Service fee revenue      28,362       3,049             -        31,411
    Service fee revenue
     - affiliate              3,048         238        (3,286)            -
    Pass-thru revenue         8,344           -             -         8,344
                         ----------  ----------  ------------  ------------
        Total revenues       39,754      20,627        (3,286)       57,095
                         ----------  ----------  ------------  ------------

COSTS OF REVENUES:
    Cost of product
     revenue                      -      16,397             -        16,397
    Cost of service fee
     revenue                 21,972       3,145        (3,110)       22,007
    Cost of pass-thru
     revenue                  8,344           -             -         8,344
                         ----------  ----------  ------------  ------------
        Total costs of
         revenues            30,316      19,542        (3,110)       46,748
                         ----------  ----------  ------------  ------------
        Gross profit          9,438       1,085          (176)       10,347
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES     12,255         685          (176)       12,764
                         ----------  ----------  ------------  ------------
      Income (loss) from
       operations            (2,817)        400             -        (2,417)
INTEREST EXPENSE
 (INCOME), NET                   36         138             -           174
                         ----------  ----------  ------------  ------------
      Income (loss)
       before income
       taxes                 (2,853)        262             -        (2,591)
INCOME TAX PROVISION
 (BENEFIT)                     (209)        143             -           (66)
                         ----------  ----------  ------------  ------------
NET INCOME (LOSS)        $   (2,644) $      119  $          -  $     (2,525)
                         ==========  ==========  ============  ============
NON-GAAP NET INCOME
 (LOSS)                  $     (252) $      119  $          -  $       (133)
                         ==========  ==========  ============  ============

EBITDA                   $       22  $      442  $          -  $        464
                         ==========  ==========  ============  ============
ADJUSTED EBITDA          $    2,414  $      442  $          -  $      2,856
                         ==========  ==========  ============  ============


A reconciliation of NET INCOME
 (LOSS) to EBITDA and ADJUSTED
 EBITDA follows:

NET INCOME (LOSS)        $   (2,644) $      119  $          -        (2,525)
      Income tax expense
       (benefit)               (209)        143             -           (66)
      Interest expense
       (income), net             36         138             -           174
      Depreciation and
       amortization           2,839          42             -         2,881
                         ----------  ----------  ------------  ------------
EBITDA                   $       22  $      442  $          -  $        464
      Stock-based
       compensation             853           -             -           853
      Acquisition
       related,
       restructuring and
       other costs            1,539           -             -         1,539
                         ----------  ----------  ------------  ------------
ADJUSTED EBITDA          $    2,414  $      442  $          -  $      2,856
                         ==========  ==========  ============  ============

A reconciliation of NET INCOME
 (LOSS) to NON-GAAP NET INCOME
 (LOSS) follows:

NET INCOME (LOSS)        $   (2,644) $      119  $          -  $     (2,525)
      Stock-based
       compensation             853           -             -           853
      Acquisition
       related,
       restructuring and
       other costs            1,539           -             -         1,539
                         ----------  ----------  ------------  ------------
NON-GAAP NET INCOME
 (LOSS)                  $     (252) $      119  $          -  $       (133)
                         ==========  ==========  ============  ============

Note: Business and Retail Connect includes our Supplies Distributors and
 PFSweb Retail Connect operations, which operate similar financial models
 on behalf of our client relationships.



                       PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
                For the Nine Months Ended September 30, 2015
                               (In Thousands)

                                     Business &
                                       Retail
                           PFSweb      Connect   Eliminations  Consolidated
                         ----------  ----------  ------------  ------------
REVENUES:
    Product revenue, net $        -  $   44,731  $          -  $     44,731
    Service fee revenue     110,740      10,571             -       121,311
    Service fee revenue
     - affiliate             10,137         568       (10,705)            -
    Pass-thru revenue        32,163           -             -        32,163
                         ----------  ----------  ------------  ------------
        Total revenues      153,040      55,870       (10,705)      198,205
                         ----------  ----------  ------------  ------------

COSTS OF REVENUES:
    Cost of product
     revenue                      -      42,321             -        42,321
    Cost of service fee
     revenue                 81,637      10,467       (10,111)       81,993
    Cost of pass-thru
     revenue                 32,163           -             -        32,163
                         ----------  ----------  ------------  ------------
        Total costs of
         revenues           113,800      52,788       (10,111)      156,477
                         ----------  ----------  ------------  ------------
        Gross profit         39,240       3,082          (594)       41,728
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES     45,528       2,134          (594)       47,068
                         ----------  ----------  ------------  ------------
      Income (loss) from
       operations            (6,288)        948             -        (5,340)
INTEREST EXPENSE
 (INCOME), NET                  911         336             -         1,247
                         ----------  ----------  ------------  ------------
      Income (loss)
       before income
       taxes                 (7,199)        612             -        (6,587)
INCOME TAX PROVISION
 (BENEFIT)                      363         313             -           676
                         ----------  ----------  ------------  ------------
NET INCOME (LOSS)        $   (7,562) $      299  $          -  $     (7,263)
                         ==========  ==========  ============  ============
NON-GAAP NET INCOME
 (LOSS)                  $    1,574  $      619  $          -  $      2,193
                         ==========  ==========  ============  ============

EBITDA                   $    4,299  $    1,006  $          -  $      5,305
                         ==========  ==========  ============  ============
ADJUSTED EBITDA          $   11,912  $    1,326  $          -  $     13,238
                         ==========  ==========  ============  ============


A reconciliation of NET INCOME
 (LOSS) to EBITDA and ADJUSTED
 EBITDA follows:

NET INCOME (LOSS)        $   (7,562) $      299  $          -        (7,263)
      Income tax expense
       (benefit)                363         313             -           676
      Interest expense
       (income), net            911         336             -         1,247
      Depreciation and
       amortization          10,587          58             -        10,645
                         ----------  ----------  ------------  ------------
EBITDA                   $    4,299  $    1,006  $          -  $      5,305
      Stock-based
       compensation           3,446           -             -         3,446
      Acquisition
       related,
       restructuring and
       other costs            4,167         320             -         4,487
                         ----------  ----------  ------------  ------------
ADJUSTED EBITDA          $   11,912  $    1,326  $          -  $     13,238
                         ==========  ==========  ============  ============

A reconciliation of NET INCOME
 (LOSS) to NON-GAAP NET INCOME
 (LOSS) follows:

NET INCOME (LOSS)        $   (7,562) $      299  $          -  $     (7,263)
      Stock-based
       compensation           3,446           -             -         3,446
      Amortization of
       acquisition-
       related
       intangible assets      1,523           -             -         1,523
      Acquisition
       related,
       restructuring and
       other costs            4,167         320             -         4,487
                         ----------  ----------  ------------  ------------
NON-GAAP NET INCOME
 (LOSS)                  $    1,574  $      619  $          -  $      2,193
                         ==========  ==========  ============  ============

Note: Business and Retail Connect includes our Supplies Distributors and
 PFSweb Retail Connect operations, which operate similar financial models
 on behalf of our client relationships.



                       PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
                For the Nine Months Ended September 30, 2014
                               (In Thousands)

                                      Business &
                                        Retail
                            PFSweb      Connect  Eliminations  Consolidated
                          ----------  ---------- ------------  ------------
REVENUES:
    Product revenue, net  $        -  $   57,182 $          -  $     57,182
    Service fee revenue       76,939       9,454            -        86,393
    Service fee revenue -
     affiliate                 9,914         846      (10,760)            -
    Pass-thru revenue         24,792           -            -        24,792
                          ----------  ---------- ------------  ------------
        Total revenues       111,645      67,482      (10,760)      168,367
                          ----------  ---------- ------------  ------------

COSTS OF REVENUES:
    Cost of product
     revenue                       -      53,952            -        53,952
    Cost of service fee
     revenue                  60,446       9,854       (9,913)       60,387
    Cost of pass-thru
     revenue                  24,792           -            -        24,792
                          ----------  ---------- ------------  ------------
        Total costs of
         revenues             85,238      63,806       (9,913)      139,131
                          ----------  ---------- ------------  ------------
        Gross profit          26,407       3,676         (847)       29,236
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES      33,754       2,364         (847)       35,271
                          ----------  ---------- ------------  ------------
      Income (loss) from
       operations             (7,347)      1,312            -        (6,035)
INTEREST EXPENSE
 (INCOME), NET                    68         422            -           490
                          ----------  ---------- ------------  ------------
      Income (loss)
       before income
       taxes                  (7,415)        890            -        (6,525)
INCOME TAX PROVISION
 (BENEFIT)                      (128)        333            -           205
                          ----------  ---------- ------------  ------------
NET INCOME (LOSS)         $   (7,287) $      557 $          -  $     (6,730)
                          ==========  ========== ============  ============
NON-GAAP NET INCOME
 (LOSS)                   $   (3,085) $      557 $          -  $     (2,528)
                          ==========  ========== ============  ============

EBITDA                    $    1,173  $    1,441 $          -  $      2,614
                          ==========  ========== ============  ============
ADJUSTED EBITDA           $    5,375  $    1,441 $          -  $      6,816
                          ==========  ========== ============  ============


A reconciliation of NET INCOME
 (LOSS) to EBITDA and ADJUSTED
 EBITDA follows:

NET INCOME (LOSS)         $   (7,287) $      557 $          -        (6,730)
      Income tax expense
       (benefit)                (128)        333            -           205
      Interest expense
       (income), net              68         422            -           490
      Depreciation and
       amortization            8,520         129            -         8,649
                          ----------  ---------- ------------  ------------
EBITDA                    $    1,173  $    1,441 $          -  $      2,614
      Stock-based
       compensation            2,509           -            -         2,509
      Acquisition
       related,
       restructuring and
       other costs             1,693           -            -         1,693
                          ----------  ---------- ------------  ------------
ADJUSTED EBITDA           $    5,375  $    1,441 $          -  $      6,816
                          ==========  ========== ============  ============

A reconciliation of NET INCOME
 (LOSS) to NON-GAAP NET INCOME
 (LOSS) follows:

NET INCOME (LOSS)         $   (7,287) $      557 $          -  $     (6,730)
      Stock-based
       compensation            2,509           -            -         2,509
      Acquisition
       related,
       restructuring and
       other costs             1,693           -            -         1,693
                          ----------  ---------- ------------  ------------
NON-GAAP NET INCOME
 (LOSS)                   $   (3,085) $      557 $          -  $     (2,528)
                          ==========  ========== ============  ============

Note: Business and Retail Connect includes our Supplies Distributors and
 PFSweb Retail Connect operations, which operate similar financial models
 on behalf of our client relationships.



                       PFSweb, Inc. and Subsidiaries
              Unaudited Condensed Consolidating Balance Sheets
                          as of September 30, 2015
                               (In Thousands)

                                     Business &
                                       Retail
                           PFSweb      Connect   Eliminations  Consolidated
                         ----------  ----------  ------------  ------------

        ASSETS
CURRENT ASSETS:
    Cash and cash
     equivalents         $    6,252  $    6,748  $          -  $     13,000
    Restricted cash               -          52             -            52
    Accounts receivable,
     net                     44,636      12,680        (1,764)       55,552
    Inventories, net              -       8,673             -         8,673
    Other receivables           207       3,766             -         3,973
    Prepaid expenses and
     other current
     assets                   2,960         893             -         3,853
                         ----------  ----------  ------------  ------------
      Total current
       assets                54,055      32,812        (1,764)       85,103

PROPERTY AND EQUIPMENT,
 net                         24,813          39             -        24,852
RECEIVABLE/INVESTMENT IN
 AFFILIATES                  60,392           -       (60,392)            -
INTANGIBLE ASSETS, net       12,916           -             -        12,916
GOODWILL                     40,778           -             -        40,778
OTHER ASSETS                  2,321           -             -         2,321
                         ----------  ----------  ------------  ------------
      Total assets          195,275      32,851       (62,156)      165,970
                         ==========  ==========  ============  ============

    LIABILITIES AND
     SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
    Current portion of
     long-term debt and
     capital lease
     obligations         $    3,512  $        -  $          -  $      3,512
    Trade accounts
     payable                 10,679      20,428        (1,751)       29,356
    Deferred revenue          5,577          23             -         5,600
    Accrued expenses         32,808       2,617           (13)       35,412
                         ----------  ----------  ------------  ------------
      Total current
       liabilities           52,576      23,068        (1,764)       73,880

LONG-TERM DEBT AND
 CAPITAL LEASE
 OBLIGATIONS, less
 current portion             34,870           -             -        34,870
PAYABLE TO AFFILIATES             -      22,756       (22,756)            -
DEFERRED REVENUE              4,197           -             -         4,197
DEFERRED RENT                 4,430           -             -         4,430
OTHER LONG-TERM
 LIABILITIES                  5,074           -             -         5,074
                         ----------  ----------  ------------  ------------
      Total liabilities     101,147      45,824       (24,520)      122,451
                         ----------  ----------  ------------  ------------


COMMITMENTS AND
 CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Common stock                 18       1,019        (1,019)           18
    Capital
     contributions                -           -             -             -
    Additional paid-in
     capital                191,304      28,060       (78,474)      140,890
    Retained earnings
     (accumulated
     deficit)               (97,002)    (43,286)       43,099       (97,189)
    Accumulated other
     comprehensive
     income                     (67)      1,234        (1,242)          (75)
    Treasury stock             (125)          -             -          (125)
                         ----------  ----------  ------------  ------------
      Total
       shareholders'
       equity                94,128     (12,973)      (37,636)       43,519
                         ----------  ----------  ------------  ------------
      Total liabilities
       and shareholders'
       equity            $  195,275  $   32,851  $    (62,156) $    165,970
                         ==========  ==========  ============  ============

(A) The financial data above should be read in conjunction with the audited
 consolidated financial statements of PFSweb, Inc. included in its Form 10-
 K for the year ended December 31, 2014.



                       PFSweb, Inc. and Subsidiaries
              Unaudited Condensed Consolidating Balance Sheets
                          as of December 31, 2014
                               (In Thousands)

                                     Business &
                                       Retail
                           PFSweb      Connect   Eliminations  Consolidated
                         ----------  ----------  ------------  ------------

        ASSETS
CURRENT ASSETS:
    Cash and cash
     equivalents         $    6,671  $   11,457  $          -  $     18,128
    Restricted cash               -         521             -           521
    Accounts receivable,
     net                     42,081      18,415        (1,370)       59,126
    Inventories, net              -      10,534             -        10,534
    Other receivables             -       5,638             -         5,638
    Prepaid expenses and
     other current assets     6,141         962             -         7,103
                         ----------  ----------  ------------  ------------
      Total current
       assets                54,893      47,527        (1,370)      101,050

PROPERTY AND EQUIPMENT,
 net                         26,478         126             -        26,604
RECEIVABLE/INVESTMENT IN
 AFFILIATES                   9,938           -        (9,938)            -
INTANGIBLE ASSETS, net        2,170           -             -         2,170
GOODWILL                      8,366           -             -         8,366
OTHER ASSETS                  2,527          29             -         2,556
                         ----------  ----------  ------------  ------------
      Total assets          104,372      47,682       (11,308)      140,746
                         ==========  ==========  ============  ============

    LIABILITIES AND
     SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
    Current portion of
     long-term debt and
     capital lease
     obligations         $    3,583  $    3,267  $          -  $      6,850
    Trade accounts
     payable                 13,001      27,211        (1,370)       38,842
    Deferred revenue          9,098           -             -         9,098
    Accrued expenses         21,338       7,135             -        28,473
                         ----------  ----------  ------------  ------------
      Total current
       liabilities           47,020      37,613        (1,370)       83,263

LONG-TERM DEBT AND
 CAPITAL LEASE
 OBLIGATIONS, less
 current portion              4,062           -             -         4,062
PAYABLE TO AFFILIATES             -      22,045       (22,045)            -
DEFERRED REVENUE              5,355           -             -         5,355
DEFERRED RENT                 4,870           -             -         4,870
OTHER LONG-TERM
 LIABILITIES                  3,091           -             -         3,091
                         ----------  ----------  ------------  ------------
      Total liabilities      64,398      59,658       (23,415)      100,641
                         ----------  ----------  ------------  ------------


COMMITMENTS AND
 CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Common stock                 17          19           (19)           17
    Capital contributions         -       1,000        (1,000)            -
    Additional paid-in
     capital                129,457      28,060       (28,060)      129,457
    Retained earnings
     (accumulated
     deficit)               (90,061)    (42,711)       42,846       (89,926)
    Accumulated other
     comprehensive income       686       1,656        (1,660)          682
    Treasury stock             (125)          -             -          (125)
                         ----------  ----------  ------------  ------------
      Total shareholders'
       equity                39,974     (11,976)       12,107        40,105
                         ----------  ----------  ------------  ------------
      Total liabilities
       and shareholders'
       equity            $  104,372  $   47,682  $    (11,308) $    140,746
                         ==========  ==========  ============  ============

(A) The financial data above should be read in conjunction with the audited
 consolidated financial statements of PFSweb, Inc. included in its Form 10-
 K for the year ended December 31, 2014.

Company Contact:

Michael C. Willoughby
Chief Executive Officer
or
Thomas J. Madden
Chief Financial Officer
Tel 972-881-2900

Investor Relations:

Liolios
Scott Liolios or Sean Mansouri
Tel 949-574-3860
Email Contact


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