UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31,September 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from             to              
Commission File Number 000-28275

PFSweb, Inc.
(Exact name of registrant as specified in its charter)

Delaware 75-2837058
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
505 Millennium Drive, Allen, Texas
 75013
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 881-2900
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valuePFSWNASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ☐
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filerx
Non-accelerated filer

 Smaller Reporting Companyx
Emerging growth company   


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No   x
As of May 3,November 7, 2019, there were 19,413,98719,432,410 shares of registrant’s common stock outstanding.
 


PFSWEB, INC. AND SUBSIDIARIES
Form 10-Q
INDEX
Page
Number
   
 
   
 
   
 
   
 
   
 
   
 
   
   
   
   
 
   
   
   
   
   
   
   
   


PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements


PFSWEB, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
(Unaudited)
March 31,
2019
 December 31,
2018
(Unaudited)
September 30,
2019
 December 31,
2018
ASSETS      
CURRENT ASSETS:      
Cash and cash equivalents$14,679
 $15,419
$13,511
 $15,419
Restricted cash207
 207
207
 207
Accounts receivable, net of allowance for doubtful accounts of $597 and $585
at March 31, 2019 and December 31, 2018, respectively
52,545
 72,415
Inventories, net of reserves of $289 and $298 at March 31, 2019 and
December 31, 2018, respectively
4,124
 6,090
Accounts receivable, net of allowance for doubtful accounts of $917 and $585 at September 30, 2019 and December 31, 2018, respectively50,613
 72,415
Inventories, net of reserves of $291 and $298 at September 30, 2019 and December 31, 2018, respectively4,061
 6,090
Other receivables3,906
 4,014
3,018
 4,014
Prepaid expenses and other current assets7,202
 6,943
5,678
 6,943
Total current assets82,663
 105,088
77,088
 105,088
PROPERTY AND EQUIPMENT:      
Cost98,363
 97,744
101,742
 97,744
Less: accumulated depreciation(78,391) (76,248)(82,276) (76,248)
19,972
 21,496
19,466
 21,496
OPERATING LEASE RIGHT-OF-USE ASSETS38,788
 
36,340
 
IDENTIFIABLE INTANGIBLES, net1,636
 1,803
1,301
 1,803
GOODWILL45,348
 45,185
44,936
 45,185
OTHER ASSETS3,560
 3,501
3,829
 3,501
Total assets$191,967
 $177,073
$182,960
 $177,073
LIABILITIES AND SHAREHOLDERS’ EQUITY      
CURRENT LIABILITIES:      
Trade accounts payable$35,147
 $47,580
$32,992
 $47,580
Accrued expenses19,509
 24,623
18,004
 24,623
Current portion of operating lease liabilities7,835
 
8,457
 
Current portion of long-term debt and finance lease obligations2,846
 2,610
3,002
 2,610
Deferred revenues6,883
 7,328
4,287
 7,328
Total current liabilities72,220
 82,141
66,742
 82,141
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS, less current portion32,698
 39,348
33,811
 39,348
DEFERRED REVENUES, less current portion1,590
 1,927
1,532
 1,927
DEFERRED RENT
 4,625

 4,625
OPERATING LEASE LIABILITIES36,688
 
33,581
 
OTHER LIABILITIES2,668
 2,449
2,929
 2,449
Total liabilities145,864
 130,490
138,595
 130,490
      
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; 19,295,796 and 19,294,296 shares
issued at March 31, 2019 and December 31, 2018, respectively; and 19,262,329 and 19,260,829
outstanding at March 31, 2019 and December 31, 2018, respectively
19
 19
Common stock, $0.001 par value; 35,000,000 shares authorized; 19,465,877 and 19,294,296 issued at September 30, 2019 and December 31, 2018, respectively; and 19,432,410 and 19,260,829 outstanding at September 30, 2019 and December 31, 2018, respectively19
 19
Additional paid-in capital156,108
 155,455
157,346
 155,455
Accumulated deficit(108,937) (107,773)(111,550) (107,773)
Accumulated other comprehensive loss(962) (993)(1,325) (993)
Treasury stock at cost, 33,467 shares(125) (125)(125) (125)
Total shareholders’ equity46,103
 46,583
44,365
 46,583
Total liabilities and shareholders’ equity$191,967
 $177,073
$182,960
 $177,073
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PFSWEB, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(In Thousands, Except Per Share Data)
Three Months Ended
March 31,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2019 20182019 2018 2019 2018
REVENUES:          
Service fee revenue$51,439
 $56,487
$49,602
 $52,890
 $151,371
 $162,519
Product revenue, net7,499
 9,765
6,579
 8,469
 20,216
 27,081
Pass-through revenue13,211
 12,169
11,810
 16,342
 37,063
 43,573
Total revenues72,149
 78,421
67,991
 77,701
 208,650
 233,173
COSTS OF REVENUES:          
Cost of service fee revenue33,958
 35,608
32,296
 33,576
 99,062
 102,478
Cost of product revenue7,077
 9,316
6,250
 8,099
 19,117
 25,819
Cost of pass-through revenue13,211
 12,169
11,810
 16,342
 37,063
 43,573
Total costs of revenues54,246
 57,093
50,356
 58,017
 155,242
 171,870
Gross profit17,903
 21,328
17,635
 19,684
 53,408
 61,303
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES
18,346
 20,659
18,886
 19,007
 55,329
 59,423
Income (loss) from operations(443) 669
(1,251) 677
 (1,921) 1,880
INTEREST EXPENSE, net512
 605
458
 612
 1,418
 1,802
Income (loss) before income taxes(955) 64
(1,709) 65
 (3,339) 78
INCOME TAX EXPENSE, net209
 813
INCOME TAX (BENEFIT) EXPENSE, net(71) 751
 438
 2,140
NET LOSS$(1,164) $(749)$(1,638) $(686) $(3,777) $(2,062)
          
NET LOSS PER SHARE:          
Basic$(0.06) $(0.04)$(0.08) $(0.04) $(0.19) $(0.11)
Diluted$(0.06) $(0.04)$(0.08) $(0.04) $(0.19) $(0.11)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
          
Basic19,486
 19,145
19,432
 19,258
 19,454
 19,193
Diluted19,486
 19,145
19,432
 19,258
 19,454
 19,193
COMPREHENSIVE LOSS:          
Net loss$(1,164) $(749)$(1,638) $(686) $(3,777) $(2,062)
Foreign currency translation adjustment31
 457
(458) (399) (332) (1,181)
TOTAL COMPREHENSIVE
LOSS
$(1,133) $(292)$(2,096) $(1,085) $(4,109) $(3,243)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PFSWEB, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In Thousands, Except Share Data)
(Unaudited)

Three Months Ended September 30, 2019

       Accumulated      
     Additional   Other     Total
 Common Stock Paid-In Accumulated Comprehensive Treasury Stock Shareholders'
 Shares  Amount Capital  Deficit  Income (Loss)  Shares  Amount  Equity
                
Balance, December 31, 201819,294,296
 19
 $155,455
 $(107,773) $(993) 33,467
 $(125) $46,583
Net loss
 
 
 (1,164) 
 
 
 (1,164)
Stock-based compensation expense
 
 651
 
 
 
 
 651
Exercise of stock options1,500
 
 2
 
 
 
 
 2
Foreign currency translation adjustment,
net of taxes

 
 
 
 31
 
 
 31
Balance, March 31, 201919,295,796
 $19
 $156,108
 $(108,937) $(962) 33,467
 $(125) $46,103









Accumulated








Additional


Other


Total

Common Stock
Paid-In
Accumulated
Comprehensive
Treasury Stock
Shareholders'

Shares  Amount
Capital  Deficit  Income (Loss)  Shares  Amount  Equity
























Balance, June 30, 201919,465,877
 $19
 $156,494
 $(109,912) $(867) 33,467
 $(125) $45,609
Net loss
 
 
 (1,638) 
 
 
 (1,638)
Stock-based compensation expense
 
 852
 
 
 
 
 852
Foreign currency translation adjustment, net of taxes
 
 
 
 (458) 
 
 (458)
Balance, September 30, 201919,465,877
 $19
 $157,346
 $(111,550) $(1,325) 33,467
 $(125) $44,365

Nine Months Ended September 30, 2019








Accumulated










Additional


Other




Total

Common Stock
Paid-In
Accumulated
Comprehensive
Treasury Stock
Shareholders'

Shares  Amount
Capital  Deficit  Income (Loss)  Shares  Amount  Equity
















Balance, December 31, 201819,294,296
 $19
 $155,455
 $(107,773) $(993) 33,467
 $(125) $46,583
Net loss
 
 
 (3,777) 
 
 
 (3,777)
Stock-based compensation expense
 
 2,181
 
 
 
 
 2,181
Exercise of stock options9,500
 
 14
 
 
 
 
 14
Issuance of restricted stock162,081
 
 
 
 
 
 
 
Tax withholding on restricted stock
 
 (304) 
 
 
 
 (304)
Foreign currency translation adjustment, net of taxes
 
 
 
 (332) 
 
 (332)
Balance, September 30, 201919,465,877
 $19
 $157,346
 $(111,550) $(1,325) 33,467
 $(125) $44,365

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.





PFSWEB, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (cont.)
(In Thousands, Except Share Data)
(Unaudited)
Three Months Ended September 30, 2018







Accumulated










Additional


Other




Total

Common Stock
Paid-In
Accumulated
Comprehensive
Treasury Stock
Shareholders'

Shares  Amount
Capital  Deficit  Income (Loss)  Shares  Amount  Equity
















Balance, June 30, 201819,291,559
 $19
 $153,429
 $(110,377) $(712) 33,467
 $(125) $42,234
Net loss
 
 
 (686) 
 
 
 (686)
Stock-based compensation expense
 
 1,066
 
 
 
 
 1,066
Foreign currency translation adjustment, net of taxes
 
 
 
 (399) 
 
 (399)
Balance, September 30, 201819,291,559
 $19
 $154,495
 $(111,063) $(1,111) 33,467
 $(125) $42,215

Nine Months Ended September 30, 2018

      Accumulated      





Accumulated





    Additional   Other     Total



Additional


Other




Total
Common Stock Paid-In Accumulated Comprehensive Treasury Stock Shareholders'Common Stock
Paid-In
Accumulated
Comprehensive
Treasury Stock
Shareholders'
Shares  Amount Capital  Deficit  Income (Loss)  Shares  Amount  EquityShares  Amount
Capital  Deficit  Income (Loss)  Shares  Amount  Equity
               














Balance, December 31, 201719,058,685
 $19
 $150,614
 $(109,281) $70
 33,467
 $(125) $41,297
19,058,685
 $19
 $150,613
 $(109,281) $70
 33,467
 $(125) $41,296
Net loss
 
 
 (749) 
 
 
 (749)
 
 
 (2,062) 
 
 
 (2,062)
Impact of the adoption of new accounting pronouncement
 
 
 276
 
 
 
 276

 
 
 280
 
 
 
 280
Stock-based compensation expense
 
 646
 
 
 
 
 646

 
 3,073
 
 
 
 
 3,073
Exercise of stock options11,930
 
 59
 
 
 
 
 59
68,698
 
 350
 
 
 
 
 350
Shares issued related to acquisitions76,998
 
 822
 
 
 
 
 822
Issuance of restricted stock87,178
 
 
 
 
 
 
 
Tax withholding on restricted stock
 
 (287) 
 
 
 
 (287)
 
 (363) 
 
 
 
 (363)
Foreign currency translation adjustment,
net of taxes

 
 
 
 457
 
 
 457

 
 
 
 (1,181) 
 
 (1,181)
Balance, March 31, 201819,070,615
 $19
 $151,032
 $(109,754) $527
 33,467
 $(125) $41,699
Balance, September 30, 201819,291,559 $19
 $154,495
 $(111,063) $(1,111) 33,467
 $(125) $42,215

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



PFSWEB, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Three Months Ended
March 31,
Nine Months Ended September 30,
2019 20182019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss$(1,164) $(749)$(3,777) $(2,062)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization2,715
 2,978
7,942
 8,697
Amortization of debt issuance costs20
 37
59
 115
Provision for doubtful accounts(15) 
1,016
 44
Provision for excess and obsolete inventory(8) 59
(4) 123
Loss on disposal of fixed assets4
 27
129
 42
Deferred income taxes189
 (33)258
 119
Stock-based compensation expense651
 646
2,181
 3,073
Changes in operating assets and liabilities:      
Accounts receivable19,841
 22,480
20,194
 18,836
Inventories1,973
 (1,390)2,030
 (35)
Prepaid expenses, other receivables and other assets1,687
 292
7,828
 3,828
Trade accounts payable, deferred revenues, accrued expenses and other liabilities(19,526) (18,335)(25,814) (22,286)
Net cash provided by operating activities6,367
 6,012
12,042
 10,494
      
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of property and equipment(911) (927)(3,164) (4,008)
Proceeds from sale of property and equipment
 54

 59
Net cash used in investing activities(911) (873)(3,164) (3,949)
      
CASH FLOWS FROM FINANCING ACTIVITIES:      
Net proceeds from issuance of common stock2
 59
14
 350
Taxes paid on behalf of employees for withheld shares
 (287)(304) (363)
Payments on performance-based contingent payments
 (3,268)
Payments on finance lease obligations(495) (531)(1,330) (1,969)
Payments on term loan
 (750)
 (2,250)
Payments on revolving loan(42,428) (32,133)(107,703) (87,347)
Borrowings on revolving loan35,653
 28,099
101,294
 86,614
Payments on other debt(256) (2,205)(3,522) (2,332)
Borrowings on other debt1,616
 
1,105
 
Net cash used in financing activities(5,908) (7,748)(10,446) (10,565)
      
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH(288) 177
(340) (800)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(740) (2,432)
NET DECREASE IN CASH AND CASH EQUIVALENTS(1,908) (4,820)
      
Cash and cash equivalents, beginning of period15,419
 19,078
15,419
 19,078
Restricted cash, beginning of period207
 214
207
 214
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period15,626
 19,292
15,626
 19,292
      
Cash and cash equivalents, end of period14,679
 16,646
13,511
 14,258
Restricted cash, end of period207
 214
207
 214
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period$14,886
 $16,860
$13,718
 $14,472
      
SUPPLEMENTAL CASH FLOW INFORMATION      
Cash paid for income taxes$101
 $157
$726
 $1,130
Cash paid for interest$588
 $491
$1,451
 $1,682
Non-cash investing and financing activities:      
Property and equipment acquired under long-term debt and capital leases$
 $894
Property and equipment acquired under long-term debt and finance leases$2,357
 $1,159
Performance-based contingent payments through stock issuance$
 $822
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PFSWEB, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of PFSweb, Inc. and its subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all normal and recurring adjustments necessary to present fairly the unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss, statements of shareholders' equity, and statements of cash flows for the periods indicated. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018.   We refer to PFSweb, Inc. and its subsidiaries collectively as “PFSweb,” the “Company,” us,“us,” “we” and “our” in these condensed consolidated financial statements.
Results of our operations for interim periods may not be indicative of results for the full fiscal year. We reclassify certain prior year amounts, as applicable, to conform to the current year presentation.
2. Significant Accounting Policies
For a complete set of our significant accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2018. During the three-monththree and nine-month periods ended March 31,September 30, 2019, there were no significant changes to our significant accounting policies, other than those policies impacted by the new leasing guidance as described below in this Note 2 and Note 9.  

Leases

We account for leases in accordance with Accounting Standard Codification (“ASC 842”ASC”) No. 842 ("ASC 842"), Leases. Operating leaseLease assets and liabilities are recognized at the commencement date of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term. A certain numberAs most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the lease commencement date to discount payments to the present value. Some of these leases contain rent escalation clauses either fixed or adjusted periodically for inflation or market rates that are factored into our determination of lease payments. We also have variable lease payments that do not depend on a rate or index, primarily for items such as common area maintenance and real estate taxes, which are recorded as variable cost when incurred. The operating lease right-of-use asset excludes incentives and initial direct costs incurred. As most of our operating leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the lease commencement date to discount payments to the present value. Most operating leases contain renewal options, some of which also include options to terminate the leases early. The exercise of these options is at our discretion. WeLease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Per ASC 842,Our operating leases are included in "Operatingoperating lease right-of-use assets," "Current current portion of operating lease liabilities"liabilities and "Operatingoperating lease liabilities"liabilities on the condensed consolidated balance sheets. FinanceOur finance leases are included in "Propertyproperty and equipment", "Long-termequipment, long-term debt and finance lease obligations"obligations and "currentcurrent portion of long-term debt and finance lease obligations"obligations on the condensed consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. Operating leaseThe expense for these short-term leases and operating leases is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components and have elected to account for thecombine as a single lease and non-lease components separately.component. In addition, we utilized the portfolio approach to group leases with similar characteristics and did not use hindsight to determine lease term. See Note 9 for additional information.


Impact of Recently Issued Accounting Standards
Pronouncements Recently Adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases ("ASU 2016-02"), which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. In July 2018, the FASB issued additional authoritative guidance providing companies with an optional transition method to use the effective date of ASU 2016-02 as the date of initial application of transition and not restate comparative periods. We adopted the standard on January 1, 2019 using this optional transition method. As such, prior periods have not been recast under the new standard. We elected the package of practical expedients, which allows us to carry forward historical lease classification, the practical expedient to not separate non-lease components from lease components, and the short-term lease accounting policy election as defined in ASU 2016-02. We implemented internal controls and a lease accounting software to enable the preparation of financial information on adoption. The standard had a material impact on our condensed consolidated balance sheets, but did not have an impact on the condensed consolidated statements of operations and comprehensive income (loss)loss and had no impact on cash provided by or used in operating, investing or financing activities on our condensed consolidated statements of cash flows. The most significant impact was the recognition of right-of-use assets of $40.7$40.8 million and operating lease liabilities of $46.4$46.5 million for operating leases.leases at adoption date. The difference between the right-of-use assets and operating lease liabilities was recorded as an adjustment to deferred rent (lease incentives). The adoption of ASU 2016-02 had substantially no impact on our finance leases.
Pronouncements Not Yet Adopted


In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019 for all public entities, excluding smaller reporting companies, and after December 15, 2022 for smaller reporting companies. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We will adopt ASU 2016-13 on January 1, 2023. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 on our condensed consolidated financial statements in order to adopt the new standard in the first quarter of fiscal 2020.statements.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill impairment” (“ASU 2017-04”), which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be determined by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  ASU 2017-04 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of ASU 2017-04 to have a material impact on our condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15 "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract; Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements" (“ASU 2018-15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC Subtopic 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. We will adopt on January 1, 2020 on a prospective basis. We are currently in the process of evaluating the impact of the adoption of ASU 2018-15 but do not expect the adoption to have a material impact on our condensed consolidated financial statements.


3. Revenue from Contracts with Clients and Customers
The following tables present our revenues, excluding sales and usage-based taxes, disaggregated by revenue source (in thousands):
Three Months Ended
March 31, 2019
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
PFS
Operations
 
LiveArea
Professional Services
 TotalPFS Operations LiveArea Professional Services Total PFS Operations LiveArea Professional Services Total
Revenues:                
Service fee revenue$33,055
 $18,384
 $51,439
$31,176
 $18,426
 $49,602
 $95,930
 $55,441
 $151,371
Product revenue, net7,499
 
 7,499
6,579
 
 6,579
 20,216
 
 20,216
Pass-through
revenue
12,876
 335
 13,211
10,760
 1,050
 11,810
 35,049
 2,014
 37,063
Total revenues$53,430
 $18,719
 $72,149
$48,515
 $19,476
 $67,991
 $151,195
 $57,455
 $208,650
 Three Months Ended
March 31, 2018
 PFS
Operations
 LiveArea
Professional Services
 Total
Revenues:     
Service fee revenue$34,922
 $21,565
 $56,487
Product revenue, net9,765
 
 9,765
Pass-through
   revenue
11,800
 369
 12,169
Total revenues$56,487
 $21,934
 $78,421



 Three Months Ended
September 30, 2018
 Nine Months Ended
September 30, 2018
 PFS Operations LiveArea Professional Services Total PFS Operations LiveArea Professional Services Total
Revenues:           
Service fee revenue$32,106
 $20,784
 $52,890
 $100,222
 $62,297
 $162,519
Product revenue, net8,469
 
 8,469
 27,081
 
 27,081
Pass-through revenue15,702
 640
 16,342
 42,076
 1,497
 43,573
Total revenues$56,277
 $21,424
 $77,701
 $169,379
 $63,794
 $233,173
The following tables present our revenues, excluding sales and usage-based taxes, disaggregated by timing of revenue recognition (in thousands):

 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 PFS Operations LiveArea Professional Services Total PFS Operations LiveArea Professional Services Total
Revenues:           
Over time$41,936
 $19,476
 $61,412
 $130,979
 $56,477
 $187,456
Point-in-time6,579
 
 6,579
 20,216
 978
 21,194
Total revenues$48,515
 $19,476
 $67,991
 $151,195
 $57,455
 $208,650
Three Months Ended
March 31, 2019
Three Months Ended
September 30, 2018
 Nine Months Ended
September 30, 2018
PFS
Operations
 LiveArea
Professional Services
 TotalPFS Operations LiveArea Professional Services Total PFS Operations LiveArea Professional Services Total
Revenues:                
Over time$45,931
 $18,719
 $64,650
$47,808
 $21,424
 $69,232
 $142,298
 $63,644
 $205,942
Point-in-time7,499
 
 7,499
8,469
 
 8,469
 27,081
 150
 27,231
Total revenues$53,430
 $18,719
 $72,149
$56,277
 $21,424
 $77,701
 $169,379
 $63,794
 $233,173


 Three Months Ended
March 31, 2018
 PFS
Operations
 LiveArea
Professional Services
 Total
Revenues:     
Over time$46,722
 $21,784
 $68,506
Point-in-time9,765
 150
 9,915
Total revenues$56,487
 $21,934
 $78,421

The following tables present our revenues, excluding sales and usage-based taxes, disaggregated by region (in thousands):
Three Months Ended
March 31, 2019
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
PFS
Operations
 
LiveArea
Professional Services
 TotalPFS Operations LiveArea Professional Services Total PFS Operations LiveArea Professional Services Total
Revenues by region:                
North America$43,602
 $16,718
 $60,320
$41,052
 $17,260
 $58,312
 $125,950
 $50,803
 $176,753
Europe9,828
 2,001
 11,829
7,463
 2,216
 9,679
 25,245
 6,652
 31,897
Total revenues$53,430
 $18,719
 $72,149
$48,515
 $19,476
 $67,991
 $151,195
 $57,455
 $208,650
Three Months Ended
March 31, 2018
Three Months Ended
September 30, 2018
 Nine Months Ended
September 30, 2018
PFS
Operations
 
LiveArea
Professional Services
 TotalPFS Operations LiveArea Professional Services Total PFS Operations LiveArea Professional Services Total
Revenues by region:                
North America$44,617
 $19,166
 $63,783
$45,563
 $18,743
 $64,306
 $136,252
 $55,945
 $192,197
Europe11,870
 2,768
 14,638
10,714
 2,681
 13,395
 33,127
 7,849
 40,976
Total revenues$56,487
 $21,934
 $78,421
$56,277
 $21,424
 $77,701
 $169,379
 $63,794
 $233,173
Contract Assets and Contract Liabilities
Changes in costs to fulfill contract assets during the period was an increase of $0.3decreased $1.5 million from December 31, 2018 to March 31,September 30, 2019, primarily due to an increase of approximately $1.9$3.4 million from new projects, offset by approximately $1.6$4.9 million of


amortization and recognition of costs in the quarternine months ended March 31,September 30, 2019. Costs to Fulfillfulfill contract assets relatedrelate to deferred costs, which are included within other current assets and or other assets, and to software development costs, which are included within property and equipment, in our condensed consolidated balance sheets.
Changes in contract liabilities during the period was a decrease of $0.2decreased $2.8 million in our contract liabilities from December 31, 2018 to March 31,September 30, 2019, primarily due to an increase of approximately $2.4$5.3 million from new projects, offset by approximately $2.6$8.1 million of amortization and recognition of revenue in the threenine months ended March 31,September 30, 2019.  Contract losses recognized for the quarternine months ended March 31,September 30, 2019 were not material. Accrued contract liabilities below are included within accrued expenses in our condensed consolidated balance sheets.
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and customer advances and deposits (contract liabilities) on the condensed consolidated balance sheet.sheets. Changes in the contract asset and liability balances during the quarternine months ended March 31,September 30, 2019 were not materially impacted by any other factors.
Contract balances consistedconsist of the following (in thousands):
 March 31,
2019
 December 31,
2018
Contract Assets   
Trade Accounts Receivable, net$52,165
 $72,180
Unbilled Accounts Receivable380
 235
Costs to Fulfill5,554
 5,214
Total Contract Assets58,099
 77,629
Contract Liabilities   
Accrued Contract Liabilities1,104
 535
Deferred Revenue8,472
 9,255
Total Contract Liabilities$9,576
 $9,790
 September 30, 2019 December 31, 2018
Contract Assets   
Trade accounts receivable, net$49,647
 $72,180
Unbilled accounts receivable966
 235
Costs to fulfill3,709
 5,214
Total contract assets$54,322
 $77,629
Contract Liabilities   
Accrued contract liabilities$1,124
 $535
Deferred revenue5,819
 9,255
Total contract liabilities$6,943
 $9,790


Remaining performance obligations represent the transaction price of firm orders for which work has not yet been performed. This amount does not include 1) contracts that are less than one year in duration, 2) contracts for which we recognize revenue based on the right to invoice for services performed, or 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation. Much of our revenue qualifies for one of these exemptions. As of March 31,September 30, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or more was $23.1$14.9 million. We expect to recognize revenue on approximately 71%50% of the remaining performance obligations in 2019, 23%42% in 2020, and the remaining recognized thereafter.
4. Inventory Financing
Supplies Distributors has a short-term credit facility with IBM Credit LLC and its assignees (“IBM Credit Facility”) to finance its purchase and distribution of Ricoh products in the United States, providing financing for eligible Ricoh inventory and certain receivables up to $11.0 million, as per amended agreement. 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, we have classified the outstanding amounts under this facility, which were $5.2$2.2 million and $4.7 million as of March 31,September 30, 2019 and December 31, 2018, respectively, as trade accounts payable in the condensed consolidated balance sheets. As of March 31,September 30, 2019, Supplies Distributors had $0.5$2.2 million of available credit under this facility. The credit facility contains cross default provisions, various restrictions upon the ability of Supplies Distributors to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans and payments to related parties (including entities directly or indirectly owned by PFSweb, Inc.), provide guarantees, make investments and loans, pledge assets, make changes to capital stock ownership structure and pay dividends. The credit facility also contains financial covenants, such as annualized revenue to working capital, net profit after tax to revenue, and total liabilities to tangible net worth, as defined, and is secured by certain of the assets of Supplies Distributors, as well as a collateralized guaranty of PFSweb. Additionally, PFSweb is required to maintain a minimum Subordinated Note receivable balance from Supplies Distributors of $1.0 million, as per amended agreement. Borrowings under the credit facility accrue interest, after a defined free financing period, at prime rate plus 0.5%, which resulted in a weighted average interest rate of 6.00% and 5.75% as of March 31,September 30, 2019 and December 31, 2018, respectively.2018. The facility also includes a monthly service fee. As of March 31,September 30, 2019, the Company was in compliance with all financial covenants.



5.5. Debt and Finance Lease Obligations
Outstanding debt and finance lease obligations consist of the following (in thousands): 
March 31,
2019
 December 31,
2018
September 30, 2019 December 31, 2018
U.S. Credit Agreement      
Revolver$28,725
 $35,500
$29,091
 $35,500
Equipment loan4,125
 3,263
5,217
 3,263
Debt issuance costs(362) (382)(323) (382)
Master lease agreements2,916
 3,495
Finance Leases2,476
 3,495
Other140
 82
352
 82
Total35,544
 41,958
36,813
 41,958
Less current portion of long-term debt2,846
 2,610
3,002
 2,610
Long-term debt, less current portion$32,698
 $39,348
$33,811
 $39,348
U.S. Credit Agreement
On November 1, 2018, we entered into Amendment No.1No. 1 to our Credit Agreement with Regions Bank (the “Amended Facility”). The Amended Facility providesprovided for an increase in availability of our revolving loans to $60.0 million, with the ability for a further increase of $20.0 million to $80.0 million, and the elimination of the term loan. Amounts outstanding under the term loan were reconstituted as revolving loans. The Amended Facility also extends the maturity date to November 1, 2023. The Amended Facility also2023 and provides for additional $10.0 million in equipment financing.
As of March 31,September 30, 2019, we had $31.3$21.6 million of available credit under the revolving loan facility. As of March 31,September 30, 2019 and December 31, 2018, the weighted average interest rate on the revolving loan facility was 4.43%4.40% and 4.57%, respectively.
As of March 31,September 30, 2019, we had $8.9$7.2 million of available credit in equipment financing.
As of March 31,September 30, 2019, we were in compliance with all debt covenants.


6. Earnings (Loss) Per Share
Basic net loss per common share was computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. In periods when we recognize a net loss, we exclude the impact of outstanding common stock equivalents from the diluted loss per share calculation as their inclusion would have an antidilutive effect. As of March 31,September 30, 2019 and March 31,September 30, 2018, we had outstanding common stock equivalents of approximately 1.82.5 million and 1.72.0 million, respectively, that have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive.
7.7. Segment Information
Our segments are comprised of strategic businesses that are defined by the service offerings they provide and consist of PFS Operations (which provides client services in relation to the customer physical experience, such as order management (OMS), order fulfillment, customer care and financial services) and LiveArea Professional Services (which provides client services in relation to the digital shopping experience of shopping online, such as strategic commerce consulting, strategy, design and digital marketing services and technology services). Each segment is led by a separate Business Unit Executive who reports directly to our Chief Executive Officer.
During the three and nine months ended March 31,September 30, 2019, we changed the composition of the business unit direct contribution to include certain shared service costs. Prior period amounts have been reclassified to include those allocated expenses.
The following table disclosespresents information concerning operations by segment information for the periods presented (in thousands):


Three Months Ended
March 31,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2019 20182019 2018 2019 2018
Revenues:          
PFS Operations$53,430
 $56,487
$48,515
 $56,277
 $151,195
 $169,379
LiveArea Professional Services18,719
 21,934
19,476
 21,424
 57,455
 63,794
Total revenues$72,149
 $78,421
$67,991
 $77,701
 $208,650
 $233,173
Business unit direct contribution:          
PFS Operations$2,527
 $4,302
$1,702
 $3,388
 $6,357
 $11,625
LiveArea Professional Services1,873
 2,114
2,594
 3,470
 6,768
 7,467
Total business unit direct contribution$4,400
 $6,416
4,296
 6,858
 13,125
 19,092
Unallocated corporate expenses(4,843) (5,747)(5,547) (6,181) (15,046) (17,212)
Income (loss) from operations$(443) $669
$(1,251) $677
 $(1,921) $1,880
8. Commitments and Contingencies
We received municipal tax abatements in certain locations. In prior years, we received notice from a municipality that we did not satisfy certain criteria necessary to maintain the abatements and that the municipal authority planned to make an adjustment to our tax abatement. We disputed the adjustment and such dispute has been settled with the municipality. However, the amount of additional property taxes to be assessed against us and the timing of the related payments has not been finalized. As of March 31,September 30, 2019, we believe we have adequately accrued for the expected assessment.
9. Leases
The Company adopted ASU 2016-02, as of January 1, 2019, using the modified retrospective approach. Prior year financial statements were not recast under the new standard and, therefore, those amounts are not presented below.
All of our office and warehouse facilities are leased under operating leases. We also lease vehicles primarily as operating leases. Most of our equipment leases are leased under finance leases. Lease costs are included within "Selling, Generalcost of service fee revenue, selling, general and Administrative Expenses"administrative expenses and interest expense, net in our Condensed Consolidated Statementscondensed consolidated statements of Operationsoperations and Comprehensive Income (Loss).comprehensive loss.


Total lease costs consistsconsist of the following (in thousands):
Three Months Ended
March 31,
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
2019
Lease costs:   
Finance lease costs:    
Amortization of ROU assets$512
Interest of lease liabilities48
Amortization of right-of-use assets$341
 $1,131
Interest on lease liabilities40
 129
Operating lease costs2,330
2,380
 6,986
Variable lease costs31
755
 2,102
Short-term lease costs419
353
 1,273
Sublease income
Total lease costs$3,340
$3,869
 $11,621
We had $2.4$2.2 million of finance lease assets that are reported in Propertyproperty and Equipment,equipment, net as of March 31,September 30, 2019. As of March 31,September 30, 2019, our weighted-average remaining lease term relating to our operating leases is 6.15.8 years, with a weighted-average discount of 5.0%5.06%. As of March 31,September 30, 2019, our weighted-average remaining lease term relating to our finance leases is 2.3 years, with a weighted-average discount of 6.0%5.66%. Our leases have remaining lease terms of 1 monthup to 9.3 years, some of which include options to extend the leases for up to 10 years.years, and some of which include options to terminate the leases within 1 year.


Maturities of lease liabilities as of March 31, 2019 wereare as follows (in thousands):
As of March 31, 2019September 30, 2019
Operating Leases Finance LeasesOperating Leases Finance Leases
      
2019$6,935
 $1,227
$2,608
 $358
20209,650
 1,127
9,897
 1,242
20218,900
 714
9,032
 829
20228,070
 54
8,181
 139
20236,480
 
6,549
 48
Thereafter11,990
 
12,374
 20
Total lease payments52,027
 3,122
48,641
 2,636
Less interest(7,504) (206)(6,603) (160)
Total lease obligations$44,523
 $2,916
$42,038
 $2,476
Supplemental consolidated cash flow information related to leases is as follows (in thousands):
Three Months Ended
March 31,
Nine Months Ended
September 30, 2019
2019
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from operating leases$2,319
$6,953
Operating cash flows from finance leases48
$129
Financing cash flows from finance leases495
$1,330
 
Right-of-use assets obtained in exchange for new operating lease liabilities$159
Increase in right-of-use assets resulting from other operating lease modifications$1,660
Right-of-use assets obtained in exchange for new finance lease liabilities$411


Total rental expense under operating leases approximated $11.1 million for the year ended December 31, 2018. Future minimum lease paymentsobligations under leases in effect as of December 31, 2018 having a non-cancelable rental and lease agreements under ASC 840, Leases, having termsterm in excess of one year as determined prior to the adoption of ASU 2016-02 are as follows (in thousands):
As of December 31, 2018December 31, 2018
Operating Leases Finance LeasesOperating Leases Finance Leases
      
2019$9,659
 $1,811
$9,659
 $1,811
202010,028
 1,169
10,028
 1,169
20219,222
 725
9,222
 725
20228,407
 55
8,407
 55
20236,828
 
6,828
 
Thereafter12,840
 
12,840
 
Minimum lease commitments$56,980
 3,760
Future minimum lease obligations$56,980
 3,760
Less interest  (265)  (265)
Present value of net minimum lease obligations  $3,495
  $3,495
   


ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q.
Forward-Looking Information


This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, new or planned features or services, or management strategies). You can identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “potential,” “intend,” “project,” “estimate,” and other similar expressions. These forward-looking statements involve risks and uncertainties, and may include assumptions as to how we may perform in the future. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee these expectations will actually be achieved. In addition, some forward-looking statements are based upon assumptions about future events that may not prove to be accurate. Therefore, our actual results may differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed in “Part I, Item 1A: Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Annual Report”), as well as in our consolidated financial statements, related notes, and the other information appearing elsewhere in the Annual Report and our other filings with the Securities and Exchange Commission, or the SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Overview
We are a global commerce solutions company. We manage the entire customer shopping experience for major branded manufacturers and retailers through two business segments, LiveArea Professional Services and PFS Operations. The LiveArea Professional Services segment provides services to support and improve the digital shopping experience of shopping online, such as strategic commerce consulting, strategy, design and digital marketing services and technology services. The PFS Operations segment provides services to support and improve the physical experience, such as order management, order fulfillment, customer care and payment services. We offer our services on an a la carte basis or as a complete end-to-end solution.
Service Fee Model. We refer to our standard seller services financial model as the Service Fee model. In this model, our clients own the inventory and are the merchants of record and engage us to provide various infrastructure, technology and digital agency services in support of their business operations. We offer our services as an integrated solution, which enables our clients to outsource their complete eCommerce needs to a single source and to focus on their core competencies, though clients are also able to select individual or groupings of our various service offerings on an à la carte basis. We currently provide services to clients that operate in a range of vertical markets, including technology manufacturing, computer products, cosmetics, fragile goods, coins and collectibles, apparel, telecommunications, consumer electronics and consumer packaged goods, among others.


In the Service Fee model, we typically charge for our services on time and material basis, a cost-plus basis, a percent of shipped revenue basis, a time and materials, project or retainer basis for our professional services or a per transaction basis, such as a per labor hour basis for web-enabled customer contact center services and a per-item basis for fulfillment services. Additional fees are billed for other services. We price our services based on a variety of factors, including the depth and complexity of the services provided, the amount of capital expenditures or systems customization required, the length of contract and other factors.
Many of our service fee contracts involve third-party vendors who provide additional services, such as package delivery. The costs we are charged by these third-party vendors for these services are often passed on to our clients. Our billings for reimbursements of these costs and other ‘out-of-pocket’ expenses include travel, shipping and handling costs and telecommunication charges and are included in pass-through revenue.
Agent (Flash) Model. In our PFS Operations business unit, as an additional service, we offer the Agent, or Flash, financial model, in which our clients maintain ownership of the product inventory stored at our locations as in the Service Fee model. When a customer orders the product from our clients, a “flash” sale transaction passes product ownership to us for each order and we in turn immediately re-sell the product to the customer. The “flash” ownership exchange establishes us as the merchant of record, which enables us to use our existing merchant infrastructure to process sales to end customers, removing the need for the clients to establish these business processes internally, but permitting them to control the sales process to end customers. In this model, based on the terms of our current client arrangements, we record product revenue net of cost of product revenue as a component of service fee revenue in our condensed consolidated statement of operations.
Retail Model. Our PFS Operations business unit also provides a Retail model which allows us to purchase inventory from the client. We place the initial and replenishment purchase orders with the client and take ownership of the product either upon shipment to or delivery to our facility. In this model, depending on the terms of our client arrangements, we may own the inventory and the accounts receivable arising from our product sales. Under the Retail model, depending upon the product category and sales characteristics, we may require the client to provide product price protection as well as product purchase payment terms, right of return, and obsolescence protection appropriate to the product sales profile. Depending on the terms of our client arrangements in the Retail model, we record in our condensed consolidated statement of operations either: 1) product revenue as a component of product revenue, or 2) product revenue net of cost of product revenue as a component of service fee revenue. In general, we seek to structure client relationships in our Retail model under the net revenue approach to more closely align with our service fee revenue financial presentation and mitigate inventory ownership risk, although we have one client still operating under the gross revenue


approach. Freight costs billed to customers are reflected as components of product revenue. This business model generally requires significant working capital, for which we have credit available either through credit terms provided by our clients or under senior credit facilities.
Currently, we are targeting growth within our Retail model to be through relationships with clients under which we can record service fee revenue in our condensed consolidated statement of operations. These relationships are often driven by the sales and marketing efforts of the manufacturers and third partythird-party sales partners. In addition, as a result of certain operational restructuring of its business, our primary client relationship operating in the Retail model, 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 product revenues and profitability under our Retail model.
Growth is a key element to achieving our future goals, including achieving and maintaining sustainable profitability. Growth in our company is driven by two main elements: new client relationships and organic growth from existing clients. Within our LiveArea Professional Services segment, we focus our sales efforts on engaging with brands, retailers and manufacturers to perform discrete projects such as website design, platform selection and platform implementation and system integration projects. We also focus our LiveArea sales efforts on engaging with brands, retailers and manufacturers to provide ongoing services such as digital marketing retainers and technology managed services engagements. Within our PFS Operations segment, we focus our sales efforts on larger contracts with brand-name companies within four primary target markets, health and beauty, home goods and collectibles, fashion, and consumer packaged goods. Consumer packaged goods require a longer duration to close but also have the potential to be higher quality and longer duration engagements. Within both segments, we focus our sales efforts on both new clients and also on existing clients where we believe opportunity exists to expand a client relationship to include additional services within the segment, across segments and/or across multiple geographies. We continue to monitor and control our costs to focus on profitability. While we are targeting our new service fee contracts to yield incremental gross profit, we also expect to incur incremental investments in technology development, operational and support management and sales and marketing expenses to help generate growth.
Our expenses comprise primarily four categories: 1) cost of service fee revenue, 2) cost of product revenue, 3) cost of pass-through revenue and 4) selling, general and administrative expenses.
Cost of service fee revenue - consists primarily of compensation and related expenses for our web-enabled customer contact center services, international fulfillment and distribution services and professional, digital agency and technology services, and other fixed and variable expenses directly related to providing services under the terms of fee based contracts, including certain occupancy and information technology costs and depreciation and amortization expenses.


Cost of product revenue - consists of the purchase price of product sold and freight costs, which are reduced by certain reimbursable expenses. These reimbursable expenses include pass-through customer marketing programs, direct costs incurred in passing on any price decreases offered by vendors 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 under the distributor agreements.
Cost of pass-through revenue - the related reimbursable costs for pass-through expenditures are reflected as cost of pass-through revenue.
Selling, General and Administrative expenses - consist of expenses such as compensation and related expenses for sales and marketing staff, distribution costs (excluding freight) applicable to the Agent and the Retail model, executive, management and administrative personnel and other overhead costs, including certain occupancy and information technology costs, andcertain depreciation and amortization expenses and acquisition related, restructuring and other costs.
Monitoring and controlling our available cash balances and our expenses continues to be a primary focus. Our cash and liquidity positions are important components of our financing of both current operations and our targeted growth.



Operating Results
The following table discloses certain financial information for the periods presented, expressed in terms of dollars, dollar change, percentage change and as a percentage of total revenues (in thousands, except percentages):
Three Months Ended
March 31,
   
% of Total
Revenues
Three Months Ended
September 30,
   % of Total
Revenues
 Nine Months Ended
September 30,
   % of Total
Revenues
2019 2018 Change 2019 20182019 2018 Change 2019 2018 2019 2018 Change 2019 2018
Revenues                            
Service fee revenue$51,439
 $56,487
 $(5,048) 71.3 % 72.0 %$49,602
 $52,890
 $(3,288) 73.0 % 68.1 % $151,371
 $162,519
 $(11,148) 72.5 % 69.7 %
Product revenue, net7,499
 9,765
 (2,266) 10.4 % 12.5 %6,579
 8,469
 (1,890) 9.7 % 10.9 % 20,216
 27,081
 (6,865) 9.7 % 11.6 %
Pass-through revenue13,211
 12,169
 1,042
 18.3 % 15.5 %11,810
 16,342
 (4,532) 17.4 % 21.0 % 37,063
 43,573
 (6,510) 17.8 % 18.7 %
Total revenues72,149
 78,421
 (6,272) 100.0 % 100.0 %67,991
 77,701
 (9,710) 100.0 % 100.0 % 208,650
 233,173
 (24,523) 100.0 % 100.0 %
Costs of Revenues                          
Cost of service fee
revenue
33,958
 35,608
 (1,650) 66.0 %(1)63.0 %32,296
 33,576
 (1,280) 65.1 %(1)63.5 % 99,062
 102,478
 (3,416) 65.4 %(1)63.1 %
Cost of product revenue7,077
 9,316
 (2,239) 94.4 %(2)95.4 %6,250
 8,099
 (1,849) 95.0 %(2)95.6 % 19,117
 25,819
 (6,702) 94.6 %(2)95.3 %
Cost of pass-through
revenue
13,211
 12,169
 1,042
 100.0 %(3)100.0 %11,810
 16,342
 (4,532) 100.0 %(3)100.0 % 37,063
 43,573
 (6,510) 100.0 %(3)100.0 %
Total costs of revenues54,246
 57,093
 (2,847) 75.2 % 72.8 %50,356
 58,017
 (7,661) 74.1 % 74.7 % 155,242
 171,870
 (16,628) 74.4 % 73.7 %
Service fee gross
profit
17,481
 20,879
 (3,398) 34.0 %(1)37.0 %17,306
 19,314
 (2,008) 34.9 %(1)36.5 % 52,309
 60,041
 (7,732) 34.6 %(1)36.9 %
Product revenue gross
profit
422
 449
 (27) 5.6 %(2)4.6 %329
 370
 (41) 5.0 %(2)4.4 % 1,099
 1,262
 (163) 5.4 %(2)4.7 %
Total gross profit17,903
 21,328
 (3,425) 24.8 % 27.2 %17,635
 19,684
 (2,049) 25.9 % 25.3 % 53,408
 61,303
 (7,895) 25.6 % 26.3 %
Selling, General and
Administrative expenses
18,346
 20,659
 (2,313) 25.4 % 26.3 %18,886
 19,007
 (121) 27.8 % 24.5 % 55,329
 59,423
 (4,094) 26.5 % 25.5 %
Income (loss) from
operations
(443) 669
 (1,112) (0.6)% 0.9 %(1,251) 677
 (1,928) (1.8)% 0.9 % (1,921) 1,880
 (3,801) (0.9)% 0.8 %
Interest expense, net512
 605
 (93) 0.7 % 0.8 %458
 612
 (154) 0.7 % 0.8 % 1,418
 1,802
 (384) 0.7 % 0.8 %
Income (loss) before
income taxes
(955) 64
 (1,019) (1.3)% 0.1 %(1,709) 65
 (1,774) (2.5)% 0.1 % (3,339) 78
 (3,417) (1.6)%  %
Income tax expense, net209
 813
 (604) 0.3 % 1.0 %
Income tax (benefit) expense, net(71) 751
 (822) (0.1)% 1.0 % 438
 2,140
 (1,702) 0.2 % 0.9 %
Net loss$(1,164) $(749) $(415) -1.6 % -1.0 %$(1,638) $(686) $(952) (2.4)% (0.9)% $(3,777) $(2,062) $(1,715) (1.8)% (0.9)%
(1)    Represents the percent of Service fee revenue.
(2)    Represents the percent of Product revenue, net.
(3)    Represents the percent of Pass-through revenue.


Segment Operating Data
PFS Operations (in thousands, except percentages)


Three Months Ended
March 31,
    Three Months Ended
September 30,
     Nine Months Ended
September 30,
    
2019 2018 Change Change %2019 2018 Change Change % 2019 2018 Change Change %
Revenues:       
Revenues               
Service fee revenue$33,055
 $34,922
 $(1,867) (5)%$31,176
 $32,106
 $(930) (3)% $95,930
 $100,222
 $(4,292) (4)%
Product revenue, net7,499
 9,765
 (2,266) (23)%6,579
 8,469
 (1,890) (22)% 20,216
 27,081
 (6,865) (25)%
Pass-through revenue12,876
 11,800
 1,076
 9 %10,760
 15,702
 (4,942) (31)% 35,049
 42,076
 (7,027) (17)%
Total revenues53,430
 56,487
 (3,057) (5)%48,515
 56,277
 (7,762) (14)% 151,195
 169,379
 (18,184) (11)%
Costs of revenues:       
Costs of Revenues               
Cost of service fee revenue23,920
 25,338
 (1,418) (6)%22,349
 22,837
 (488) (2)% 69,023
 71,135
 (2,112) (3)%
Cost of product revenue7,077
 9,316
 (2,239) (24)%6,250
 8,099
 (1,849) (23)% 19,117
 25,819
 (6,702) (26)%
Cost of pass-through revenue12,876
 11,800
 1,076
 9 %10,760
 15,702
 (4,942) (31)% 35,049
 42,076
 (7,027) (17)%
Total costs of revenues43,873
 46,454
 (2,581) (6)%39,359
 46,638
 (7,279) (16)% 123,189
 139,030
 (15,841) (11)%
Gross profit9,557
 10,033
 (476) (5)%
Gross Profit9,156
 9,639
 (483) (5)% 28,006
 30,349
 (2,343) (8)%
Direct operating expenses7,030
 5,731
 1,299
 23 %7,454
 6,251
 1,203
 19 % 21,649
 18,724
 2,925
 16 %
Direct contribution$2,527
 $4,302
 $(1,775) (41)%$1,702
 $3,388
 $(1,686) (50)% $6,357
 $11,625
 $(5,268) (45)%
PFS Operations total revenues for the three and nine months ended March 31,September 30, 2019 decreased by $3.1$7.8 million and $18.2 million, respectively. compared with the corresponding period in 2018. Service fee revenue for the three and nine months ended September 30, 2019 decreased $1.9$0.9 million and $4.3 million, respectively, compared to the prior year. The service fee revenue decline was primarily due to reduced revenue as a result of client bankruptcy, which accounted for $2.1 million and $5.8 million of the transitiondecrease during the three and nine month periods, as well as the impact of certain client accounts,terminations, partially offset by growth from new and existing clients.
Product revenue, net, for the three and nine months ended September 30, 2019, decreased by $2.3$1.9 million and $6.9 million, respectively, compared to the corresponding period in 2018 due to the revenue stream being primarily dependent on one client, whomwhich restructured its operations and discontinued certain product lines which has resulted, and is expected to continue to result, in reduced product revenue activity.
Pass-through revenue increaseddecreased by $1.1$4.9 million and $7.0 million during the three monthand nine months ended September 30, 2019, respectively, compared to the corresponding periods ended March 31, 2019,in 2018 primarily due to incrementala client transitioning their freight activity with both new and existing clients partially offset byto a direct carrier relationship as well as the impact of client terminations.terminations, partially offset by growth from new and existing clients. 
PFS Operations gross margin increased to 18.9% for the three months ended September 30, 2019 as compared to 17.1% the same period of the prior year. PFS Operations gross margin increased slightly to 17.9%18.5% for the threenine months ended March 31,September 30, 2019 as compared to 17.8%17.9% in the same period of the prior year. The increased margin in the three and nine month periods is primarily due the impact from reduced product revenue activity, which is conducted at a lower gross margin. This was partially offset by lower gross margin on service fee revenue activity as a result of a higher percentage of such activity being generated from lower margin fulfillment related services.
Direct operating expenses increased by $1.3$1.2 million and $2.9 million for the three and nine months ended March 31,September 30, 2019, respectively, compared to the corresponding periodperiods in 2018. The increase was primarily due to higher personnelincreased sales and marketing costs and facility costs.related costs, and for the nine month period a higher provision for doubtful accounts due to a client bankruptcy, partially offset by other cost reductions.


LiveArea Professional Services (in thousands, except percentages)
Three Months Ended
March 31,
    Three Months Ended
September 30,
     Nine Months Ended
September 30,
    
Revenues:2019 2018 Change Change %
2019 2018 Change Change % 2019 2018 Change Change %
Revenues               
Service fee revenue$18,384
 $21,565
 $(3,181) (15)%$18,426
 $20,784
 $(2,358) (11)% $55,441
 $62,297
 $(6,856) (11)%
Pass-through revenue335
 369
 (34) (9)%1,050
 640
 410
 64 % 2,014
 1,497
 517
 35 %
Total revenues18,719
 21,934
 (3,215) (15)%19,476
 21,424
 (1,948) (9)% 57,455
 63,794
 (6,339) (10)%
Cost of revenues:       
Costs of revenues               
Cost of service fee revenue10,038
 10,270
 (232) (2)%9,947
 10,739
 (792) (7)% 30,039
 31,343
 (1,304) (4)%
Cost of pass-through revenue335
 369
 (34) (9)%1,050
 640
 410
 64 % 2,014
 1,497
 517
 35 %
Total cost of revenues10,373
 10,639
 (266) (3)%
Total costs of revenues10,997
 11,379
 (382) (3)% 32,053
 32,840
 (787) (2)%
Gross profit8,346
 11,295
 (2,949) (26)%8,479
 10,045
 (1,566) (16)% 25,402
 30,954
 (5,552) (18)%
Direct operating expenses6,473
 9,181
 (2,708) (29)%5,885
 6,575
 (690) (10)% 18,634
 23,487
 (4,853) (21)%
Direct contribution$1,873
 $2,114
 $(241) (11)%$2,594
 $3,470
 $(876) (25)% $6,768
 $7,467
 $(699) (9)%
LiveArea Professional Services revenues for the three and nine months ended March 31,September 30, 2019 decreased by $3.2$1.9 million asand $6.3 million, respectively, compared withto the corresponding periodperiods in 2018.  The decrease in revenues are primarily due to reduced technology services project activity, as well as client terminations. We expect this trend of lower period over period sales to continue for the remainder of 2019 as we work to rebuild the sales pipeline.
LiveArea Professional Services gross margin decreased to 44.6%43.5% from 51.5%46.9% in the three months ended March 31,September 30, 2019 asand decreased to 44.2% from 48.5% in the nine months ended September 30, 2019, compared to the corresponding periodperiods of the prior year.  The decrease in gross margin is primarily attributable to increased labor costs, including higher than expected costs incurred on certain client projects. 


The LiveArea Professional Services revenue and gross margin in the three and nine months ended September 30, 2019, were partially impacted by increased monies earned on direct and indirect technology related product sales.
Direct operating expenses decreased by $2.7$0.7 million and $4.9 million for the three and nine months ended March 31,September 30, 2019, respectively, compared to the corresponding periodperiods in 2018. The decrease was primarily due to lower personnel related costs attributable to our cost reduction efforts in response to lower revenues.revenues with a reduction in non-billable personnel related costs as well as a reduction in amortization of intangible assets.  
Corporate (in thousands, except percentages)
 
Three Months Ended
March 31,
    
 2019 2018 Change Change %
Unallocated corporate expenses$4,843
 $5,747
 $(904) (16)%
 Three Months Ended
September 30,
     Nine Months Ended
September 30,
    
 2019 2018 Change Change % 2019 2018 Change Change %
Unallocated corporate expenses$5,547
 $6,181
 $(634) (10)% $15,046
 $17,212
 $(2,166) (13)%
Unallocated corporate expenses decreased by $0.9$0.6 million and $2.2 million for the three and nine months ended March 31,September 30, 2019, respectively, compared to the corresponding periodperiods in 2018. The decrease for the three month period was primarily due to reduced restructuring and other costs. The nine month period was further impacted by a decrease in personneltax related costs.
Income Taxes
During the three months ended March 31,September 30, 2019, we recorded a tax provisionbenefit of $0.2$0.1 million comprised primarily of $0.3 million related to the majority of our international operations, a provision of $0.1 million related to state income taxes, and a provision of $0.1 million associated with the tax amortization of goodwill relation to our 2015 acquisition. A valuation allowance has been provided for the majority of our domestic net deferred tax assets, which are primarily related to our net operating loss carryforwards, and for certain foreign deferred tax assets.
During the nine months ended September 30, 2019, we recorded a tax provision of $0.4 million comprised primarily of a benefit of $0.2 million related to the majority of our international operations, a provision of $0.2 million related to state income taxes, and a provision of $0.4 million associated with the tax amortization of goodwill relation to our 2015 acquisition. A valuation allowance has been provided for the majority of our domestic net deferred tax assets, which are primarily related to our net operating loss carryforwards, and for certain foreign deferred tax assets.


For the three and nine months ended March 31,September 30, 2019 and 2018, we have utilized the discrete effective tax rate method, as allowed by Accounting Standards Codification (“ASC”) 740-270-30-18, “Income Taxes—Interim Reporting,” to calculate its interim income tax provision. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as (i) the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pretax earnings and (ii) our ongoing assessment that the recoverability of our deferred tax assets is not likely in several jurisdictions.
Liquidity and Capital Resources
We currently believe our cash position, financing available under our credit facilities and funds generated from operations will satisfy our presently known operating cash needs, our working capital and capital expenditure requirements, our current debt and lease obligations, and additional loans to our subsidiaries, if necessary, for at least the next twelve months.
Our cash position decreased in the threenine months ended March 31,September 30, 2019 primarily from payments on our outstanding debt obligations.obligations as well as capital expenditures, partially offset by cash provided by operating activities.
Cash Flows from Operating Activities
During the threenine months ended March 31,September 30, 2019, net cash provided fromby operations was $6.4$12.0 million, compared to $6.0$10.5 million in the same period of the prior year.year, which consisted primarily of cash income from operations before net working capital changes. Cash flow benefits from operating activities for both periods are primarilyalso arose from favorable changes in operating assets and liabilities partially due to changes in working capital for the three months ended March 31, 2019timing of collections and 2018.payment activity.
Cash Flows from Investing Activities

Cash used in investing activities included capital expenditures of $0.9$3.2 million and $3.9 million during both the threenine months ended March 31,September 30, 2019 and 2018, respectively, exclusive of property and equipment acquired under debt and capitalfinance lease financing, which consisted primarily of capitalized software costs and equipment purchases.
Capital expenditures have historically consisted of additions to upgrade our management information systems, development of customized technology solutions to support and integrate with our service fee clients and general expansion and upgrades to our facilities, both domestic and foreign. We expect to incur capital expenditures to support new contracts and anticipated future growth opportunities. Based on our current client business activity and our targeted growth plans, we anticipate our total investment in upgrades and additions to facilities and information technology solutions and services for the upcoming twelve months, including costs to implement new clients, will be approximately $7.0 million to $10.0 million, although additional capital expenditures may be necessary to support the infrastructure requirements of new clients. To maintain our current operating cash position, a portion of these expenditures may be financed through client reimbursements, debt, operating or capitalfinance leases or additional equity. We may elect to modify or defer a portion of such anticipated investments in the event that we do not obtain the financing results necessary to support such investments.
Cash Flows from Financing Activities
During the threenine months ended March 31,September 30, 2019 and 2018, cash used in financing activities was $5.9$10.4 million and $7.8$10.6 million, respectively, which are primarily due to reductions in on our debt and capitalfinance lease obligations.


Working Capital
During the threenine months ended March 31,September 30, 2019, our working capital decreased to $10.4$10.3 million as of March 31,September 30, 2019 compared to $22.9 million at December 31, 2018.  This decrease was primarily related to our adoption of ASC 842 and the inclusion of approximately $7.8$8.5 million in operating lease liabilities that were not included in the prior year, as well as the reduction of our debt from cash provided by operations.
To obtain additional financing in the future, in addition to our current cash position, we plan to evaluate various financing alternatives including the sale of equity, utilizing capital or operating leases, borrowing under our credit facilities, expanding our current credit facilities or entering into new debt agreements. No assurances can be given we will be successful in obtaining any additional financing or the terms thereof. We currently believe our cash position, financing available under our credit facilities and funds generated from operations will satisfy our presently known operating cash needs, our working capital and capital expenditure requirements, our current debt and lease obligations, and additional loans to our subsidiaries, if necessary, for at least the next twelve months.


Our term and revolving loan facilities described below contain both financial and non-financial covenants. To the extent we fail to comply with our debt covenants, including the financial covenant requirements, and we are not able to obtain a waiver, the lenders would be entitled to accelerate the repayment of any outstanding credit facility obligations, and exercise all other rights and remedies, including sale of collateral. An acceleration of the repayment of our credit facility obligations may have a material adverse impact on our financial condition and results of operations. We can provide no assurance we will have the financial ability to repay all such obligations. As of March 31,September 30, 2019, we were in compliance with all debt covenants. Further, non-renewal of any of our credit facilities may have a material adverse impact on our business and financial condition.
Inventory Financing
To finance its distribution of Ricoh products in the U.S., Supplies Distributors has a short-term credit facility with IBM Credit LLC and its assignees (“IBM Credit”) that provides financing for eligible inventory and certain receivables for up to $11.0 million. We have provided a collateralized guarantee to secure the repayment of this credit facility. The IBM Credit facility does not have a stated maturity and both parties have the ability to exit the facility following a 90-day notice.
This credit facility contains various restrictions upon the ability of Supplies Distributors and its subsidiaries to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans, investments and payments to related parties (including entities directly or indirectly owned by PFSweb, Inc.), provide guarantees, make investments and loans, pledge assets, make changes to capital stock ownership structure and pay dividends, as well as financial covenants, such as annualized revenue to working capital, net profit after tax to revenue and total liabilities to tangible net worth, as defined, and are secured by all of the assets of Supplies Distributors, as well as a collateralized guaranty of PFSweb. Additionally, we are required to maintain a subordinated loan to Supplies Distributors of no less than $1.0 million, not maintain restricted cash of more than $5.0 million, are restricted with regard to transactions with related parties, indebtedness and changes to capital stock ownership. Furthermore, we are obligated to repay any over-advance made to Supplies Distributors or its subsidiaries under these facilities if they are unable to do so. We have also provided a guarantee of substantially all of the obligations of Supplies Distributors and its subsidiaries to IBM and Ricoh.
Debt and Capital Lease Obligations
U.S. Credit Agreement. In August 2015, we entered into a credit agreement (“Credit Agreement”) with Regions Bank, as agent for itself and one or more future lenders (the “Lenders”). Under the Credit Agreement, and subject to the terms set forth therein, the Lenders provided us with a revolving loan facility for up to $32.5 million and a term loan facility for up to $30 million. Borrowings under the Credit Agreement accrued interest at a variable rate based on prime rate or Libor, plus an applicable margin.
On November 1, 2018, we entered into Amendment No.1No. 1 to our credit agreement with Regions Bank (the “Amended Facility”). The Amended Facility providesprovided for an increase in availability of our revolving loans to $60.0 million, with the ability for a further increase of $20.0 million to $80.0 million, and the elimination of the term loan. Amounts outstanding under the term loan were reconstituted as revolving loans. The Amended Facility also extends the maturity date to November 1, 2023.
In accordance with ASC 470, Debt (“ASC 470”), we recorded a $0.1 million loss on early extinguishment of debt in 2018 related to the Amended Facility.
As of March 31,September 30, 2019 and December 31, 2018, the weighted average interest rate on the revolving loan facility was 4.43%4.40% and 4.57%, respectively. The Amended Facility is secured by a lien on substantially all of the operating assets of the US entities and a pledge of 65% of the shares of certain of our foreign subsidiaries. The Amended Facility contains cross default provisions, various restrictions upon the Company’s ability to, among other things, merge, consolidate, sell assets, incur indebtedness, make loans and payments to subsidiaries, affiliates and related parties, make capital expenditures, make investments and loans, pledge assets, make changes to capital stock ownership structure, as well as financial covenants, as defined, of a minimum consolidated fixed charge ratio and a maximum consolidated leverage ratio.


Master Lease Agreements. We have 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.
Other than our capitalfinance and operating lease commitments, we do not have any other material financial commitments, although future client contracts may require capital expenditures and lease commitments to support the services provided to such clients.
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.


ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). As of March 31,September 30, 2019, an evaluation of the effectiveness of our disclosure controls and procedures was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, these disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
Other thanDuring the implementation of new controls related to the adoption of the new leasing standard,three months ended September 30, 2019, there was no change in internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting during the three months ended March 31, 2019.reporting.


PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
None.
ITEM 1A. Risk Factors
There have been no material changes from the risk factors disclosed in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
None.


ITEM 6. Exhibits
a)    Exhibits:
Exhibit No. Description of ExhibitsIncorporated by Reference From:
3.1 (1) PFSweb, Inc. Registration Statement on Form S-1 (Commission File No. 333-87657)
3.1.1 (2) PFSweb, Inc. Form 10-K for the fiscal year ended December 31, 2005 filed on March 31, 2006.
3.1.2 (4) PFSweb, Inc. Report on Form 8-K filed on June 2, 2008
3.1.3 (5) PFSweb, Inc. Form 10-Q filed on August 14, 2009
3.1.4 (7) PFSweb, Inc. Report on Form 8-K filed on July 18, 2013
3.2 (1) PFSweb, Inc. Registration Statement on Form S-1 (Commission File No. 333-87657)
3.2.1 (3) PFSweb, Inc. Report on Form 8-K filed on November 13, 2007
3.2.2 (6) PFSweb, Inc. Report on Form 8-K filed on July 2, 2010
3.2.3 (7) PFSweb, Inc. Report on Form 8-K filed on July 18, 2013
4.1 (10) PFSweb, Inc. Report on Form 8-K filed on June 28, 2018
10.83 (12) PFSweb, Inc. Form 10-Q for the quarterly period ended September 30, 2018
31.1 (12) Filed Herewith
31.2 (12) Filed Herewith
32.1 (12) Filed Herewith
101.INS (12) XBRL Instance Document.Filed Herewith
101.SCH (12) XBRL Taxonomy Extension Schema.Filed Herewith
101.CAL (12) XBRL Taxonomy Extension Calculation Linkbase.Filed Herewith
101.DEF (12) XBRL Taxonomy Extension Definition Linkbase.Filed Herewith
101.LAB (12) XBRL Taxonomy Extension Label Linkbase.Filed Herewith
101.PRE (12) XBRL Taxonomy Extension Presentation Linkbase.
(1)Incorporated by reference from PFSweb, Inc. Registration Statement on Form S-1 (Commission File No. 333-87657).
(2)Incorporated by reference from PFSweb, Inc. Form 10-K for the fiscal year ended December, 31, 2005 filed on March 31, 2006.
(3)Incorporated by reference from PFSweb, Inc. Report on Form 8-K filed on November 13, 2007.
(4)Incorporated by reference from PFSweb, Inc. Report on Form 8-K filed on June 2, 2008.
(5)Incorporated by reference from PFSweb, Inc. Form 10-Q filed on August 14, 2009.
(6)Incorporated by reference from PFSweb, Inc. Report on Form 8-K filed on July 2, 2010.  
(7)Incorporated by reference from PFSweb, Inc. Report on Form 8-K filed on July 18, 2013.
(8)Incorporated by reference from PFSweb, Inc. Report on Form 8-K filed on June 19, 2015.
(9)Incorporated by reference from PFSweb, Inc. Report on Form 8-K filed on July 30, 2015.
(10)Incorporated by reference from PFSweb, Inc. Report on Form 8-K filed on June 28, 2018.

(12)Filed Herewith.Herewith



SIGNATURES
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 thereunto duly authorized.
Date: May 10,November 12, 2019
 PFSweb, Inc.
   
 By:/s/    Thomas J. Madden
  Thomas J. Madden
  Chief Financial Officer
  Chief Accounting OfficerExecutive Vice President
  Executive Vice President

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