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 ~~September 30, 2019~~March 31, 2020



☐	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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	PFSW	NASDAQ 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 filer	x
Non-accelerated filer	☐	Smaller Reporting Company	x
		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 ~~November 7, 2019,~~May 4, 2020, there were ~~19,432,410~~19,465,753 shares of registrant’s common stock outstanding.

PFSWEB, INC. AND SUBSIDIARIES

Form 10-Q

INDEX



PART I. FINANCIAL INFORMATION		Page Number

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 (Unaudited) and December 31, ~~2018~~2019	4

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	5

	Unaudited Condensed Consolidated Statements of Shareholders' Equity for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	87

	Notes to Unaudited Condensed Consolidated Financial Statements	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1714

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	2321

Item 4.	Controls and Procedures	2421

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	2522

Item 1A.	Risk Factors	2522

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2522

Item 3.	Defaults Upon Senior Securities	2522

Item 4.	Mine Safety Disclosure	2522

Item 5.	Other Information	2522

Item 6.	Exhibits	2623

SIGNATURES		2724

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

PFSWEB, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)


	(Unaudited) September 30, 2019			December 31, 2018			(Unaudited) March 31, 2020			December 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	13,511		$	15,419		$	14,503		$	12,434
Restricted cash	207			207			214			214
Accounts receivable, net of allowance for doubtful accounts of $917 and $585 at September 30, 2019 and December 31, 2018, respectively	50,613			72,415
Inventories, net of reserves of $291 and $298 at September 30, 2019 and December 31, 2018, respectively	4,061			6,090
Accounts receivable, net of allowance for doubtful accounts of $1,237 and $1,071 at March 31, 2020 and December 31, 2019, respectively							63,898			72,262
Inventories, net of reserves of $166 and $291 at March 31, 2020 and December 31, 2019, respectively							2,012			3,281
Other receivables	3,018			4,014			4,019			3,324
Prepaid expenses and other current assets	5,678			6,943			7,696			6,954
Total current assets	77,088			105,088			92,342			98,469
PROPERTY AND EQUIPMENT:
Cost	101,742			97,744			97,582			99,750
Less: accumulated depreciation	(82,276		)	(76,248		)	(80,501		)	(81,314		)
	19,466			21,496			17,081			18,436
OPERATING LEASE RIGHT-OF-USE ASSETS	36,340			—			34,550			36,403
IDENTIFIABLE INTANGIBLES, net	1,301			1,803			1,012			1,135
GOODWILL	44,936			45,185			44,910			45,393
OTHER ASSETS	3,829			3,501			3,909			3,772
Total assets	$	182,960		$	177,073		$	193,804		$	203,608
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade accounts payable	$	32,992		$	47,580		$	37,455		$	44,640
Accrued expenses	18,004			24,623			21,013			21,625
Current portion of operating lease liabilities	8,457			—			8,728			8,904
Current portion of long-term debt and finance lease obligations	3,002			2,610			3,040			2,971
Deferred revenues	4,287			7,328			4,846			6,058
Total current liabilities	66,742			82,141			75,082			84,198
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS, less current portion	33,811			39,348			37,313			34,829
DEFERRED REVENUES, less current portion	1,532			1,927			959			1,398
DEFERRED RENT	—			4,625
OPERATING LEASE LIABILITIES	33,581			—			31,165			33,295
OTHER LIABILITIES	2,929			2,449			3,146			3,046
Total liabilities	138,595			130,490			147,665			156,766

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; 19,465,877 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, respectively	19			19
Common stock, $0.001 par value; 35,000,000 shares authorized; 19,499,220 and 19,465,877 issued at March 31, 2020 and December 31, 2019, respectively; and 19,465,753 and 19,432,410 outstanding at March 31, 2020 and December 31, 2019, respectively							19			19
Additional paid-in capital	157,346			155,455			158,664			158,192
Accumulated deficit	(111,550		)	(107,773		)	(110,174		)	(109,943		)
Accumulated other comprehensive loss	(1,325		)	(993		)	(2,245		)	(1,301		)
Treasury stock at cost, 33,467 shares	(125		)	(125		)	(125		)	(125		)
Total shareholders’ equity	44,365			46,583			46,139			46,842
Total liabilities and shareholders’ equity	$	182,960		$	177,073		$	193,804		$	203,608

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 September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
REVENUES:
Service fee revenue	$	49,602		$	52,890		$	151,371		$	162,519		$	54,298		$	51,439
Product revenue, net	6,579			8,469			20,216			27,081			7,533			7,499
Pass-through revenue	11,810			16,342			37,063			43,573			14,868			13,211
Total revenues	67,991			77,701			208,650			233,173			76,699			72,149
COSTS OF REVENUES:
Cost of service fee revenue	32,296			33,576			99,062			102,478			34,716			33,958
Cost of product revenue	6,250			8,099			19,117			25,819			7,123			7,077
Cost of pass-through revenue	11,810			16,342			37,063			43,573			14,868			13,211
Total costs of revenues	50,356			58,017			155,242			171,870			56,707			54,246
Gross profit	17,635			19,684			53,408			61,303			19,992			17,903
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	18,886			19,007			55,329			59,423			19,369			18,346
Income (loss) from operations	(1,251		)	677			(1,921		)	1,880			623			(443		)
INTEREST EXPENSE, net	458			612			1,418			1,802			415			512
Income (loss) before income taxes	(1,709		)	65			(3,339		)	78			208			(955		)
INCOME TAX (BENEFIT) EXPENSE, net	(71		)	751			438			2,140
INCOME TAX EXPENSE, net													439			209
NET LOSS	$	(1,638	)	$	(686	)	$	(3,777	)	$	(2,062	)	$	(231	)	$	(1,164	)

NET LOSS PER SHARE:
Basic	$	(0.08	)	$	(0.04	)	$	(0.19	)	$	(0.11	)	$	(0.01	)	$	(0.06	)
Diluted	$	(0.08	)	$	(0.04	)	$	(0.19	)	$	(0.11	)	$	(0.01	)	$	(0.06	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic	19,432			19,258			19,454			19,193			19,679			19,486
Diluted	19,432			19,258			19,454			19,193			19,679			19,486
COMPREHENSIVE LOSS:
Net loss	$	(1,638	)	$	(686	)	$	(3,777	)	$	(2,062	)	$	(231	)	$	(1,164	)
Foreign currency translation adjustment	(458		)	(399		)	(332		)	(1,181		)	(944		)	31
TOTAL COMPREHENSIVE LOSS	$	(2,096	)	$	(1,085	)	$	(4,109	)	$	(3,243	)	$	(1,175	)	$	(1,133	)

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)

Three Months Ended ~~September 30, 2019~~March 31, 2020

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, 2019 19,465,877
$ 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, 2019 19,465,877
$ 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, 2018 19,294,296
$ 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 options 9,500
—
14
—
—
—
—
14
Issuance of restricted stock 162,081
—
—
—
—
—
—
—
Tax withholding on restricted stock —
—
(304 ) —
—
—
—
(304 )
Foreign currency translation adjustment, net of taxes —
—
—
—
(332 ) —
—
(332 )
Balance, September 30, 2019 19,465,877
$ 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.~~



										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, 2019	19,465,877	$	19	$	158,192		$	(109,943	)	$	(1,301	)	33,467	$	(125	)	$	46,842
Net loss	—	—		—			(231		)	—			—	—			(231		)
Stock-based compensation	—	—		545			—			—			—	—			545
Issuance of restricted stock	33,343	—		—			—			—			—	—			—
Tax withholding on restricted stock	—	—		(73		)	—			—			—	—			(73		)
Foreign currency translation adjustment, net of taxes	—	—		—			—			(944		)	—	—			(944		)
Balance, March 31, 2020	19,499,220	$	19	$	158,664		$	(110,174	)	$	(2,245	)	33,467	$	(125	)	$	46,139

~~PFSWEB, INC. AND SUBSIDIARIES~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (cont.)~~

~~(In Thousands, Except Share Data)~~

Three Months Ended ~~September 30, 2018~~March 31, 2019

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, 2018 19,291,559
$ 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, 2018 19,291,559
$ 19
$ 154,495
$ (111,063 ) $ (1,111 ) 33,467
$ (125 ) $ 42,215

~~Nine 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, December 31, 2017 19,058,685
$ 19
$ 150,613
$ (109,281 ) $ 70
33,467
$ (125 ) $ 41,296
Net loss —
—
—
(2,062 ) —
—
—
(2,062 )
Impact of the adoption of new accounting pronouncement —
—
—
280
—
—
—
280
Stock-based compensation expense —
—
3,073
—
—
—
—
3,073
Exercise of stock options 68,698
—
350
—
—
—
—
350
Shares issued related to acquisitions 76,998
—
822
—
—
—
—
822
Issuance of restricted stock 87,178
—
—
—
—
—
—
—
Tax withholding on restricted stock —
—
(363 ) —
—
—
—
(363 )
Foreign currency translation adjustment, net of taxes —
—
—
—
(1,181 ) —
—
(1,181 )
Balance, September 30, 2018 19,291,559 $ 19
$ 154,495
$ (111,063 ) $ (1,111 ) 33,467
$ (125 ) $ 42,215



									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, 2018	19,294,296	$	19	$	155,455	$	(107,773	)	$	(993	)	33,467	$	(125	)	$	46,583
Net loss	—	—		—		(1,164		)	—			—	—			(1,164		)
Stock-based compensation	—	—		651		—			—			—	—			651
Exercise of stock options	1,500	—		2		—			—			—	—			2
Foreign currency translation adjustment, net of taxes	—	—		—		—			31			—	—			31
Balance, March 31, 2019	19,295,796	$	19	$	156,108	$	(108,937	)	$	(962	)	33,467	$	(125	)	$	46,103

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)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,777	)	$	(2,062	)	$	(231	)	$	(1,164	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	7,942			8,697			2,285			2,715
Amortization of debt issuance costs	59			115
Provision for doubtful accounts	1,016			44
Provision for excess and obsolete inventory	(4		)	123
Loss on disposal of fixed assets	129			42
Deferred income taxes	258			119			183			189
Stock-based compensation expense	2,181			3,073			545			651
Other							20			1
Changes in operating assets and liabilities:
Accounts receivable	20,194			18,836			7,623			19,841
Inventories	2,030			(35		)	1,269			1,973
Prepaid expenses, other receivables and other assets	7,828			3,828			(1,673		)	(34		)
Operating leases							(367		)	13
Trade accounts payable, deferred revenues, accrued expenses and other liabilities	(25,814		)	(22,286		)	(9,374		)	(17,818		)
Net cash provided by operating activities	12,042			10,494			280			6,367

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(3,164		)	(4,008		)	(954		)	(911		)
Proceeds from sale of property and equipment	—			59			142			—
Net cash used in investing activities	(3,164		)	(3,949		)	(812		)	(911		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock	14			350			—			2
Taxes paid on behalf of employees for withheld shares	(304		)	(363		)	(73		)	—
Payments on performance-based contingent payments	—			(3,268		)
Payments on finance lease obligations	(1,330		)	(1,969		)	(319		)	(495		)
Payments on term loan	—			(2,250		)
Payments on revolving loan	(107,703		)	(87,347		)	(34,526		)	(42,428		)
Borrowings on revolving loan	101,294			86,614			37,594			35,653
Payments on other debt	(3,522		)	(2,332		)	(482		)	(256		)
Borrowings on other debt	1,105			—			755			1,616
Net cash used in financing activities	(10,446		)	(10,565		)
Net cash provided by (used in) financing activities							2,949			(5,908		)

EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(340		)	(800		)	(348		)	(288		)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,908		)	(4,820		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS							2,069			(740		)

Cash and cash equivalents, beginning of period	15,419			19,078			12,434			15,419
Restricted cash, beginning of period	207			214			214			207
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	15,626			19,292			12,648			15,626

Cash and cash equivalents, end of period	13,511			14,258			14,503			14,679
Restricted cash, end of period	207			214			214			207
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	13,718		$	14,472		$	14,717		$	14,886

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes	$	726		$	1,130		$	352		$	101
Cash paid for interest	$	1,451		$	1,682		432			588
Non-cash investing and financing activities:
Property and equipment acquired under long-term debt and finance leases	$	2,357		$	1,159		370			—
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.~~2019. We refer to PFSweb, Inc. and its subsidiaries collectively as “PFSweb,” the “Company,” “us,” “we” and “our” in these unaudited 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.

Recent Developments

We are closely monitoring the impact of the 2019 novel coronavirus, or COVID-19, on all aspects of our business. COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020 and the President of the United States declared the COVID-19 outbreak a national emergency. While the COVID-19 pandemic has not had a material adverse impact on our operations to date, the future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving. We have taken a number of precautionary measures designed to help minimize the risk of the spread of the virus to our employees and adjusted our operations wherever necessary to help ensure a safe environment for our staff across business functions. Beginning in April 2020, we began to receive requests from a limited number of our clients to assist them with extended payment terms and/or pricing adjustments for a short time period. We have also begun to see delays in certain limited projects and requests from certain clients to reduce current staffing on our time and materials projects. While we believe this will have a short-term impact on cash flow and revenues, we do not currently anticipate these identified modifications to date will have a material impact to our overall business and financial results. As a result of the impact of COVID-19, many businesses have or will be experiencing short-term or long-term liquidity issues. Based on our current expectations, we believe we have the appropriate financial structure in place to support our own business operations. However, we do expect increased potential risk from the viability of clients. We have and will continue to closely monitor our clients’ financial results, payment patterns and business updates in an effort to minimize the potential impact of our credit risk. It is possible that the COVID-19 pandemic, the measures taken by the governments affected and the resulting economic impact may cause disruptions and impact our business as we continue to move through the fiscal year which may materially and adversely affect the Company’s results of operations, cash flows and financial position as well as that of our customers.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States’ economy and fund a nationwide effort to curtail the effect of COVID-19. The Company plans to make use of the allowance granted under section 2302 of the CARES Act, which permits employers to forgo timely payment of the employer portions of Social Security and RRTA taxes that would otherwise be due from March 27 through December 31, 2020, without penalty or interest charges. Similarly, the UK and Belgium governments have granted businesses the option to defer the payment of certain value-added tax ("VAT") amounts. The Company intends to elect this option and we continue to examine the impact that the CARES Act may have on our business.

2. Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these unaudited condensed consolidated financial statements also require management estimates and assumptions.

Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the unaudited condensed consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s unaudited condensed consolidated financial statements are fairly stated in accordance with US GAAP and provide a fair presentation of the Company’s financial position and results of operations.

Furthermore, we considered the impact of the COVID-19 pandemic on the use of estimates and assumptions used for financial reporting and determined that there was no adverse material impact to our results of operations for the first quarter of 2020; however, the extent and duration of future impacts of the COVID-19 pandemic and any resulting economic impact are largely unknown and difficult to predict due to these unknown factors which may have a material impact on our financial position and results of operations in the future.

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.~~2019. During the ~~three and nine-month~~three-month periods ended ~~September 30, 2019,~~March 31, 2020, 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”) No. 842 ("ASC 842"),~~ ~~Leases~~. Lease 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 lease payments over the lease term. As 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 lease asset excludes incentives and initial direct costs incurred. Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Our operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities and operating lease liabilities on the condensed consolidated balance sheets. Our finance leases are included in property and equipment, long-term debt and finance lease obligations and current portion of long-term debt and finance lease 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. The 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 combine as a single lease 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.

policies.

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 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 $40.8 million and operating lease liabilities of $46.5 million for operating 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 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~~The adoption of ASU 2017-04 todid not 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~~have adopted ASU 2018-15 on January 1, 2020 on a prospective basis. The adoption of ASU 2018-15 did not have a material impact on our condensed consolidated financial statements.

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," ("ASU 2016-13") 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 ~~2018-15 but do not expect the adoption to have a material impact~~2016-13 on our condensed consolidated financial statements.

3. Revenue from Contracts with Clients and Customers

The following ~~tables present~~table presents our revenues, excluding sales and usage-based taxes, disaggregated by revenue source (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:
Service fee revenue $ 31,176
$ 18,426
$ 49,602
$ 95,930
$ 55,441
$ 151,371
Product revenue, net 6,579
—
6,579
20,216
—
20,216
Pass-through revenue 10,760
1,050
11,810
35,049
2,014
37,063
Total revenues $ 48,515
$ 19,476
$ 67,991
$ 151,195
$ 57,455
$ 208,650


	Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018						Three Months Ended March 31, 2020						Three Months Ended March 31, 2019
	PFS Operations		LiveArea Professional Services		Total		PFS Operations		LiveArea Professional Services		Total		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	$	33,431	$	20,867	$	54,298	$	33,055	$	18,384	$	51,439
Product revenue, net	8,469		—		8,469		27,081		—		27,081		7,533		—		7,533		7,499		—		7,499
Pass-through revenue	15,702		640		16,342		42,076		1,497		43,573		13,956		912		14,868		12,876		335		13,211
Total revenues	$	56,277	$	21,424	$	77,701	$	169,379	$	63,794	$	233,173	$	54,920	$	21,779	$	76,699	$	53,430	$	18,719	$	72,149

The following ~~tables present~~table presents 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-time 6,579
—
6,579
20,216
978
21,194
Total revenues $ 48,515
$ 19,476
$ 67,991
$ 151,195
$ 57,455
$ 208,650


	Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018						Three Months Ended March 31, 2020						Three Months Ended March 31, 2019
	PFS Operations		LiveArea Professional Services		Total		PFS Operations		LiveArea Professional Services		Total		PFS Operations		LiveArea Professional Services		Total		PFS Operations		LiveArea Professional Services		Total
Revenues:
Over time	$	47,808	$	21,424	$	69,232	$	142,298	$	63,644	$	205,942	$	47,387	$	21,779	$	69,166	$	45,931	$	18,719	$	64,650
Point-in-time	8,469		—		8,469		27,081		150		27,231		7,533		—		7,533		7,499		—		7,499
Total revenues	$	56,277	$	21,424	$	77,701	$	169,379	$	63,794	$	233,173	$	54,920	$	21,779	$	76,699	$	53,430	$	18,719	$	72,149

The following ~~tables present~~table presents our revenues, excluding sales and usage-based taxes, disaggregated by region (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 by region:
North America $ 41,052
$ 17,260
$ 58,312
$ 125,950
$ 50,803
$ 176,753
Europe 7,463
2,216
9,679
25,245
6,652
31,897
Total revenues $ 48,515
$ 19,476
$ 67,991
$ 151,195
$ 57,455
$ 208,650


	Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018						Three Months Ended March 31, 2020						Three Months Ended March 31, 2019
	PFS Operations		LiveArea Professional Services		Total		PFS Operations		LiveArea Professional Services		Total		PFS Operations		LiveArea Professional Services		Total		PFS Operations		LiveArea Professional Services		Total
Revenues by region:
North America	$	45,563	$	18,743	$	64,306	$	136,252	$	55,945	$	192,197	$	45,098	$	19,197	$	64,295	$	43,602	$	16,718	$	60,320
Europe	10,714		2,681		13,395		33,127		7,849		40,976		9,822		2,582		12,404		9,828		2,001		11,829
Total revenues	$	56,277	$	21,424	$	77,701	$	169,379	$	63,794	$	233,173	$	54,920	$	21,779	$	76,699	$	53,430	$	18,719	$	72,149

Contract Assets and Contract Liabilities

Changes in costs to fulfill contract assets during the period decreased ~~$1.5~~$0.6 million from December 31, ~~2018~~2019 to ~~September 30, 2019,~~March 31, 2020, primarily due to ~~an increase~~a decrease of approximately ~~$3.4~~$1.7 million ~~from new projects, offset by approximately $4.9 million of~~for amortization and recognition of costs, offset by approximately $1.1 million from new projects in the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Costs to fulfill contract assets relate to deferred costs, which are included within other current assets ~~and~~ and/or other assets, and software development costs, which are included within property and equipment, in our condensed consolidated balance sheets.

Changes in contract liabilities during the period decreased ~~$2.8~~$2.2 million from December 31, ~~2018~~2019 to ~~September 30, 2019,~~March 31, 2020, primarily due to ~~an increase~~a decrease of approximately ~~$5.3~~$4.4 million ~~from new projects, offset by approximately $8.1 million of~~for amortization and recognition of revenue, offset by approximately $2.2 million from new projects in the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Contract losses recognized for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 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 sheets. Changes in the contract asset and liability balances during the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 were not materially impacted by any other factors.

Contract balances consist of the following (in thousands):


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Contract Assets
Trade accounts receivable, net	$	49,647	$	72,180	$	62,462	$	71,183
Unbilled accounts receivable	966		235		1,436		1,079
Costs to fulfill	3,709		5,214		4,293		4,875
Total contract assets	$	54,322	$	77,629	$	68,191	$	77,137
Contract Liabilities
Accrued contract liabilities	$	1,124	$	535	$	1,303	$	1,806
Deferred revenue	5,819		9,255		5,805		7,456
Total contract liabilities	$	6,943	$	9,790	$	7,108	$	9,262

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 ~~September 30, 2019,~~March 31, 2020, 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 ~~$14.9~~$11.7 million. We expect to recognize revenue on approximately ~~50%~~87% of the remaining performance obligations in ~~2019, 42%~~2020, 12% in ~~2020,~~2021, 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~~$7.5 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 ~~$2.2~~$3.7 million and ~~$4.7~~$3.0 million as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, as trade accounts payable in thecondensedconsolidated balance sheets. As of ~~September 30, 2019,~~March 31, 2020, Supplies Distributors had ~~$2.2~~$0.3 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 ~~5.75%~~5.25% as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018. The facility also includes a monthly service fee.~~2019. As of ~~September 30, 2019,~~March 31, 2020, the Company was in compliance with all financial covenants.

5. Debt and Finance Lease Obligations

Outstanding debt and finance lease obligations consist of the following (in thousands):


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
U.S. Credit Agreement
Revolver	$	29,091		$	35,500		$	33,268		$	30,200
Equipment loan	5,217			3,263			5,262			5,426
Debt issuance costs	(323		)	(382		)	(283		)	(303		)
Finance Leases	2,476			3,495			1,852			2,177
Other	352			82			254			300
Total	36,813			41,958			40,353			37,800
Less current portion of long-term debt	3,002			2,610			3,040			2,971
Long-term debt, less current portion	$	33,811		$	39,348		$	37,313		$	34,829

U.S. Credit Agreement

On November 1, 2018, we entered into Amendment No. 1 to our Credit Agreement with Regions Bank (the “Amended Facility”). The Amended Facility provided 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~~extended the maturity date to November 1, 2023 and ~~provides~~provided for additional $10.0 million in equipment financing.

As of ~~September 30, 2019,~~March 31, 2020, we had ~~$21.6~~$11.2 million of available credit under the revolving loan facility. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the weighted average interest rate on the revolving loan facility was ~~4.40%~~3.10% and ~~4.57%~~3.96%, respectively.

As of ~~September 30, 2019,~~March 31, 2020, we had ~~$7.2~~$4.2 million of available credit in equipment financing.

As of ~~September 30, 2019,~~March 31, 2020, 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 ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and September 30, 2018,~~ we had outstanding common stock equivalents of approximately ~~2.5~~2.3 million and ~~2.0~~1.8 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. 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 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 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.Operating Decision Maker.

The following table presents information concerning operations by segment (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Revenues:
PFS Operations	$	48,515		$	56,277		$	151,195		$	169,379		$	54,920		$	53,430
LiveArea Professional Services	19,476			21,424			57,455			63,794			21,779			18,719
Total revenues	$	67,991		$	77,701		$	208,650		$	233,173		$	76,699		$	72,149
Business unit direct contribution:
PFS Operations	$	1,702		$	3,388		$	6,357		$	11,625		$	3,092		$	2,527
LiveArea Professional Services	2,594			3,470			6,768			7,467			3,182			1,873
Total business unit direct contribution	4,296			6,858			13,125			19,092			6,274			4,400
Unallocated corporate expenses	(5,547		)	(6,181		)	(15,046		)	(17,212		)	(5,651		)	(4,843		)
Income (loss) from operations	$	(1,251	)	$	677		$	(1,921	)	$	1,880		$	623		$	(443	)
Depreciation and amortization:
PFS Operations													$	1,774		$	2,052
LiveArea Professional Services													223			331
Unallocated corporate expenses													288			332
Total depreciation and amortization													$	2,285		$	2,715

8. Commitments and Contingencies

~~We received municipal tax abatements~~The Company is subject to claims 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~~ordinary course of business, including claims of alleged infringement by 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 timingCompany or its subsidiaries of the ~~related payments has not been finalized. As~~patents, trademarks and other intellectual property rights of ~~September 30, 2019, we believe we have adequately accrued for the expected assessment.~~

~~9. Leases~~

third parties. 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 cost ofis generally required to indemnify its service fee ~~revenue, selling, general and administrative expenses and interest expense, net in our condensed consolidated statements of operations and comprehensive loss.~~

~~Total lease costs consist~~clients against any third party claims asserted against such clients alleging infringement by the Company of the ~~following (in thousands):~~

Three Months Ended
September 30, 2019 Nine Months Ended
September 30, 2019
Lease costs:
Finance lease costs:
Amortization of right-of-use assets $ 341
$ 1,131
Interest on lease liabilities 40
129
Operating lease costs 2,380
6,986
Variable lease costs 755
2,102
Short-term lease costs 353
1,273
Total lease costs $ 3,869
$ 11,621

~~We had $2.2 million~~patents, trademarks and other intellectual property rights of ~~finance lease assets that are reported in property and equipment, net as~~third parties. In the opinion of ~~September 30, 2019. As~~management, any liabilities resulting from these claims, would not have a material adverse effect on the Company’s financial position or results of September 30, 2019, our weighted-average remaining lease term relating to our operating leases is 5.8 years, with a weighted-average discount of 5.06%. As of September 30, 2019, our weighted-average remaining lease term relating to our finance leases is 2.3 years, with a weighted-average discount of 5.66%. Our leases have remaining lease terms of up to 9.3 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year.

~~Maturities of lease liabilities are as follows (in thousands):~~

September 30, 2019
Operating Leases Finance Leases

2019 $ 2,608
$ 358
2020 9,897
1,242
2021 9,032
829
2022 8,181
139
2023 6,549
48
Thereafter 12,374
20
Total lease payments 48,641
2,636
Less interest (6,603 ) (160 )
Total lease obligations $ 42,038
$ 2,476

~~Supplemental consolidated cash flow information related to leases is as follows (in thousands):~~

Nine Months Ended
September 30, 2019

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 6,953
Operating cash flows from finance leases $ 129
Financing cash flows from finance leases $ 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 obligations under leases in effect as of December 31, 2018 having a non-cancelable term in excess of one year as determined prior to the adoption of ASU 2016-02 are as follows (in thousands):

December 31, 2018
Operating Leases Finance Leases

2019 $ 9,659
$ 1,811
2020 10,028
1,169
2021 9,222
725
2022 8,407
55
2023 6,828
—
Thereafter 12,840
—
Future minimum lease obligations $ 56,980
3,760
Less interest (265 )
Present value of net minimum lease obligations $ 3,495
operations.

9. Subsequent Event

On April 27, 2020, we granted 428,531 fully-vested shares of common stock to certain executives under the 2018 Employee Stock and Incentive Plan. We will recognize related stock-based compensation expense of approximately $1.6 million in the second quarter of 2020.

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 the Private Securities Litigation Reform Act of 1995, 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,” “predict,” “future,” “target,” “seek,” “continue” 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.~~future, including the impact of the COVID-19 pandemic on our business, results of operations and global economic conditions. 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~~2019 as supplemented by our Form 10-K/A filed on April 29, 2020 (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. There may be additional risks we do not currently view as material or that are not presently known or that are beyond our ability to control or predict. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Key Events and Trends

COVID-19

We are closely monitoring the impact of the 2019 novel coronavirus, or COVID-19, pandemic on all aspects of our business. To date, our focus has been on protecting our employees, while continuing to serve our clients.

In March 2020, we established a COVID-19 task force, comprised of leaders from a cross function of each of our operational sites and business units. The objectives of the task force are to:

Gather daily key information from each site regarding risks, opportunities and developments related to the pandemic's impact and Company's response to ensure unfiltered access to information for the Company’s leadership.

Identify and accumulate data required for decision making at the leadership level, including providing recommended courses of action.

Coordinate communication plans for all of our geographic locations.

Access, establish, monitor and adjust our business operations continuity plans for each geographic location.

Ensure formal tracking of any known or suspected employee cases of COVID-19.

We have taken a number of precautionary measures designed to help minimize the risk of the spread of the virus to our employees, including suspending all non-essential travel worldwide for our employees, and adjusting our operations wherever necessary to help ensure a safe environment for our staff across business functions.

We have transitioned our professional staff and contact center agents to a work-from-home solution, with only a few exceptions. While all of our distribution facilities are considered essential businesses in the jurisdictions in which they are located and have continued to operate, we have established procedures to ensure the safety of our distribution facility staff, including:

Employees are not required to come to work, if they are not comfortable doing so.

Employees that are experiencing or have been exposed to anyone exhibiting symptoms of COVID-19 have been told not to come to work and to seek medical attention and/or testing and stay home until they receive a negative test result, have self-quarantined for 14 days and/or receive clearance from a medical professional.

Performing temperature checks at entry doors. Employees exhibiting any symptoms of COVID-19 or who have an elevated temperature are not allowed in the facility.

Provide personal protective equipment (“PPE”) for employees including gloves, face masks and in certain facilities, face shields. We have provided training for proper use of the equipment.

Require distancing among employees inside of the working areas of the distribution facilities and require that all employees use the greatest social distancing available inside of the facilities with constant enforcement being maintained.

Provide mobile cleaning stations for employee use at any time and access to hand sanitizer stations.

Increased and enhanced cleaning regimen in all facilities. Facilities are cleaned on a daily basis, as well as a nightly cleaning that includes disinfectant fogging at some facilities.

Facilitating virtual focus groups with employees to seek out ways to provide suggestions to the task force.

We are incurring additional costs related to the enhanced cleaning regimen implemented in our facilities and purchasing PPE we are providing to our employees. Beginning in April 2020, we began to receive requests from a limited number of our clients to assist them with extended payment terms and/or pricing adjustments for a short time period. We have also begun to see delays in certain limited projects and requests from certain clients to reduce current staffing on our time and materials projects. While we believe this will have a short-term impact on cash flow and revenues, we do not currently anticipate these identified modifications to date will have a material impact to our overall business and financial results.

Beginning in late March 2020, we experienced an increase in demand from certain clients for our services in our PFS Operations segment, as more consumers around the world practiced social distancing, complied with stay-at-home restrictions and many retail stores were closed. This generated increased volume of online ordering. This trend has continued into the second quarter of 2020. However, going forward there could be significant volatility in customer demand and buying habits as the pandemic continues and the resulting economic impacts occur.

Both our LiveArea and PFS business segments are engaged in the support of our clients’ direct to consumer online business activity. Due to restrictions on traditional brick and mortar activities as stated, many businesses, including many of our clients, are migrating an incremental amount of their investments and business volumes to their online channel, including both website development and marketing activity as well as the physical movement of product. We believe this has resulted in, and is currently expected to continue to provide us with strong demand for our service offerings.

Overall, while there is an increased level of uncertainty in our financial forecasts for the remainder of 2020 due to the macro-economic uncertainty related to COVID-19, we currently continue to target growth in service fee revenues for both of our business segments for the reminder of the year as compared to 2019. For our LiveArea business, we expect some short-term impact on revenue and profitability in the second and third quarters of 2020, as a result of the client requested project deferrals and adjustments, but we expect to have continued ongoing success in winning new or expanded client relationships that are expected to offset this impact. For our PFS business segment, we are expecting overall stronger level of service fees from existing clients who have migrated more of their business to the online channel that we support. However, we expect some shortfalls versus our original projections in winning new client opportunities due to COVID-19 related restrictions on our prospects’ ability to adjust their business operations in the near term and implement such business within 2020.

As a result of the impact of COVID-19, many businesses have or will be experiencing short-term or long-term liquidity issues. Based on our current expectations, we believe we have the appropriate financial structure in place to support our own business operations. However, we do expect increased potential risk from the viability of clients. We have and will continue to closely monitor our clients’ financial results, payment patterns and business updates in an effort to minimize the potential impact of our credit risk.

While the COVID-19 pandemic has not yet had a material adverse impact on our operations to date, the extent and duration of future impacts of the pandemic and any resulting economic impact are largely unknown and difficult to predict as they may impact our operations and or financial condition at this time. We recommend that you review Item 1A. “Risk Factors” in the Annual Report on Form 10-K for fiscal year ended December 31, 2019, as supplemented by our Form 10-K/A filed on April 29, 2020 for a description of the risks related to COVID-19.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The Company plans to make use of the allowance granted under section 2302 of the CARES Act, which permits employers to forgo timely payment of the employer portions of Social Security and RRTA taxes that would otherwise be due from March 27 through December 31, 2020, without penalty or interest charges. Similarly, the UK and Belgium governments have granted businesses the option to defer the payment of certain value-added tax ("VAT") amounts. The Company intends to elect this option and we continue to examine the impact that the CARES Act may have on our business.

Overview

We are a global commerce ~~solutions~~services company. We manage the entire commerce 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 a comprehensive set of services to support and improve ~~the~~B2B, B2C and B2B2C digital and physical shopping experiences or eCommerce. Service areas include eCommerce strategy and consulting, omni-channel experience ~~of shopping online, such as strategic commerce consulting, strategy,~~ design, ~~and~~ digital marketing, ~~services~~data strategy and technology ~~services. The~~services including development and system integration. 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-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, 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, certain 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 financing 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 September 30,									% of Total Revenues					Nine Months Ended September 30,									% of Total Revenues					Three Months Ended March 31,									% of Total Revenues
	2019			2018			Change			2019			2018		2019			2018			Change			2019			2018		2020			2019			Change			2020			2019
Revenues
Service fee revenue	$	49,602		$	52,890		$	(3,288	)	73.0	%		68.1	%	$	151,371		$	162,519		$	(11,148	)	72.5	%		69.7	%	$	54,298		$	51,439		$	2,859		70.8	%		71.3	%
Product revenue, net	6,579			8,469			(1,890		)	9.7	%		10.9	%	20,216			27,081			(6,865		)	9.7	%		11.6	%	7,533			7,499			34			9.8	%		10.4	%
Pass-through revenue	11,810			16,342			(4,532		)	17.4	%		21.0	%	37,063			43,573			(6,510		)	17.8	%		18.7	%	14,868			13,211			1,657			19.4	%		18.3	%
Total revenues	67,991			77,701			(9,710		)	100.0	%		100.0	%	208,650			233,173			(24,523		)	100.0	%		100.0	%	76,699			72,149			4,550			100.0	%		100.0	%
Costs of Revenues
Cost of service fee revenue	32,296			33,576			(1,280		)	65.1	%	(1)	63.5	%	99,062			102,478			(3,416		)	65.4	%	(1)	63.1	%	34,716			33,958			758			63.9	%	(1)	66.0	%
Cost of product revenue	6,250			8,099			(1,849		)	95.0	%	(2)	95.6	%	19,117			25,819			(6,702		)	94.6	%	(2)	95.3	%	7,123			7,077			46			94.6	%	(2)	94.4	%
Cost of pass-through revenue	11,810			16,342			(4,532		)	100.0	%	(3)	100.0	%	37,063			43,573			(6,510		)	100.0	%	(3)	100.0	%	14,868			13,211			1,657			100.0	%	(3)	100.0	%
Total costs of revenues	50,356			58,017			(7,661		)	74.1	%		74.7	%	155,242			171,870			(16,628		)	74.4	%		73.7	%	56,707			54,246			2,461			73.9	%		75.2	%
Service fee gross profit	17,306			19,314			(2,008		)	34.9	%	(1)	36.5	%	52,309			60,041			(7,732		)	34.6	%	(1)	36.9	%	19,582			17,481			2,101			36.1	%	(1)	34.0	%
Product revenue gross profit	329			370			(41		)	5.0	%	(2)	4.4	%	1,099			1,262			(163		)	5.4	%	(2)	4.7	%	410			422			(12		)	5.4	%	(2)	5.6	%
Total gross profit	17,635			19,684			(2,049		)	25.9	%		25.3	%	53,408			61,303			(7,895		)	25.6	%		26.3	%	19,992			17,903			2,089			26.1	%		24.8	%
Selling, General and Administrative expenses	18,886			19,007			(121		)	27.8	%		24.5	%	55,329			59,423			(4,094		)	26.5	%		25.5	%	19,369			18,346			1,023			25.3	%		25.4	%
Income (loss) from operations	(1,251		)	677			(1,928		)	(1.8	)%		0.9	%	(1,921		)	1,880			(3,801		)	(0.9	)%		0.8	%	623			(443		)	1,066			0.8	%		(0.6	)%
Interest expense, net	458			612			(154		)	0.7	%		0.8	%	1,418			1,802			(384		)	0.7	%		0.8	%	415			512			(97		)	0.5	%		0.7	%
Income (loss) before income taxes	(1,709		)	65			(1,774		)	(2.5	)%		0.1	%	(3,339		)	78			(3,417		)	(1.6	)%		—	%	208			(955		)	1,163			0.3	%		(1.3	)%
Income tax (benefit) expense, net	(71		)	751			(822		)	(0.1	)%		1.0	%	438			2,140			(1,702		)	0.2	%		0.9	%
Income tax expense, net																													439			209			230			0.6	%		0.3	%
Net loss	$	(1,638	)	$	(686	)	$	(952	)	(2.4	)%		(0.9	)%	$	(3,777	)	$	(2,062	)	$	(1,715	)	(1.8	)%		(0.9	)%	$	(231	)	$	(1,164	)	$	933		(0.3	)%		(1.6	)%

(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 September 30,									Nine Months Ended September 30,									Three Months Ended March 31,
	2019		2018		Change			Change %		2019		2018		Change			Change %		2020		2019		Change			Change %
Revenues
Service fee revenue	$	31,176	$	32,106	$	(930	)	(3	)%	$	95,930	$	100,222	$	(4,292	)	(4	)%	$	33,431	$	33,055	$	376		1	%
Product revenue, net	6,579		8,469		(1,890		)	(22	)%	20,216		27,081		(6,865		)	(25	)%	7,533		7,499		34			—
Pass-through revenue	10,760		15,702		(4,942		)	(31	)%	35,049		42,076		(7,027		)	(17	)%	13,956		12,876		1,080			8	%
Total revenues	48,515		56,277		(7,762		)	(14	)%	151,195		169,379		(18,184		)	(11	)%	54,920		53,430		1,490			3	%
Costs of Revenues
Cost of service fee revenue	22,349		22,837		(488		)	(2	)%	69,023		71,135		(2,112		)	(3	)%	23,305		23,920		(615		)	(3	)%
Cost of product revenue	6,250		8,099		(1,849		)	(23	)%	19,117		25,819		(6,702		)	(26	)%	7,123		7,077		46			1	%
Cost of pass-through revenue	10,760		15,702		(4,942		)	(31	)%	35,049		42,076		(7,027		)	(17	)%	13,956		12,876		1,080			8	%
Total costs of revenues	39,359		46,638		(7,279		)	(16	)%	123,189		139,030		(15,841		)	(11	)%	44,384		43,873		511			1	%
Gross Profit	9,156		9,639		(483		)	(5	)%	28,006		30,349		(2,343		)	(8	)%	10,536		9,557		979			10	%
Direct operating expenses	7,454		6,251		1,203			19	%	21,649		18,724		2,925			16	%	7,444		7,030		414			6	%
Direct contribution	$	1,702	$	3,388	$	(1,686	)	(50	)%	$	6,357	$	11,625	$	(5,268	)	(45	)%	$	3,092	$	2,527	$	565		22	%

PFS Operations total revenues for the three ~~and nine~~ months ended ~~September 30, 2019 decreased~~March 31, 2020 increased by ~~$7.8~~$1.5 million ~~and $18.2 million, respectively.~~ compared with the corresponding period in ~~2018.~~2019. Service fee revenue for the three ~~and nine~~ months ended ~~September 30, 2019 decreased $0.9~~March 31, 2020 increased $0.4 million ~~and $4.3 million, respectively,~~ compared to the prior year. The service fee revenue ~~decline~~increase was primarily due to reduced revenue as a result of client bankruptcy, which accounted for $2.1 million and $5.8 million of the decrease during the three and nine month periods, as well as the impact of certain client terminations, partially offset by growth from new and existing ~~clients.~~clients, offset by client terminations or bankruptcies. In the first quarter of 2019, we had service fee revenues totaling approximately $2.2 million related to two clients that filed bankruptcy and subsequently liquidated their operations in 2019. Excluding the decrease from these clients, service fee revenues would have increased by $2.6 million.

Product revenue, net, for the three ~~and nine~~ months ended ~~September 30, 2019, decreased by $1.9 million and $6.9 million, respectively, compared to~~March 31, 2020, remained largely consistent with the corresponding period in ~~2018 due~~2019. We had expected product revenue to ~~the revenue stream being~~decline, as it is primarily dependent on one client, which restructured its operations and discontinued certain product ~~lines which has resulted, and is expected~~lines. The unexpected slight increase was the result of the impact of the COVID-19 pandemic. We had an increase in orders as certain customers ordered incremental product to ~~continue~~minimize the risk of product not being available during this time. We expect to ~~result, in~~see reduced product revenue ~~activity.~~as the year continues, as we believe this quarter’s result was driven by the reaction to the pandemic.

Pass-through revenue ~~decreased~~increased by ~~$4.9~~$1.1 million ~~and $7.0 million during the three and nine months ended September 30, 2019, respectively,~~ compared to the corresponding ~~periods~~period in ~~2018~~2019 primarily due to ~~a client transitioning their freight~~incremental activity ~~to a direct carrier relationship as well as~~with both new and existing clients partially offset by the impact of client ~~terminations, partially offset by growth from new and existing clients.~~ terminations.

PFS Operations gross margin increased to ~~18.9%~~19.2% for the three months ended ~~September 30, 2019~~March 31, 2020 as compared to ~~17.1% the same period of the prior year. PFS Operations gross margin increased slightly to 18.5% for the nine months ended September 30, 2019 as compared to~~ 17.9% in the same period of the prior year. The increased margin ~~in the three and nine month periods~~ is primarily due to the ~~impact from reduced product revenue activity, which is conducted at a lower gross margin. This was partially offset by lower gross margin on~~increased service fee ~~revenue activity~~margins of 30.3% for the three months ended March 31, 2020, from 27.6% the same period of the prior year primarily as a result of operating cost efficiencies and revenue mix. This is partially offset by the increase in product revenue, with a ~~higher percentage of such activity being generated~~reduction in margin to 5.4% for the three months ended March 31, 2020 from ~~lower margin fulfillment related services.~~5.6% for the same period in 2019.

Direct operating expenses increased by ~~$1.2~~$0.4 million ~~and $2.9 million for the three and nine months ended September 30, 2019, respectively,~~ compared to the corresponding ~~periods~~period in ~~2018.~~2019. The increase was primarily due to increased sales and marketing costs and facility 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.~~costs.

LiveArea Professional Services (in thousands, except percentages)


	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended March 31,
	2019		2018		Change			Change %		2019		2018		Change			Change %		2020		2019		Change			Change %
Revenues
Service fee revenue	$	18,426	$	20,784	$	(2,358	)	(11	)%	$	55,441	$	62,297	$	(6,856	)	(11	)%	$	20,867	$	18,384	$	2,483		14	%
Pass-through revenue	1,050		640		410			64	%	2,014		1,497		517			35	%	912		335		577			172	%
Total revenues	19,476		21,424		(1,948		)	(9	)%	57,455		63,794		(6,339		)	(10	)%	21,779		18,719		3,060			16	%
Costs of revenues
Cost of service fee revenue	9,947		10,739		(792		)	(7	)%	30,039		31,343		(1,304		)	(4	)%	11,411		10,038		1,373			14	%
Cost of pass-through revenue	1,050		640		410			64	%	2,014		1,497		517			35	%	912		335		577			172	%
Total costs of revenues	10,997		11,379		(382		)	(3	)%	32,053		32,840		(787		)	(2	)%	12,323		10,373		1,950			19	%
Gross profit	8,479		10,045		(1,566		)	(16	)%	25,402		30,954		(5,552		)	(18	)%	9,456		8,346		1,110			13	%
Direct operating expenses	5,885		6,575		(690		)	(10	)%	18,634		23,487		(4,853		)	(21	)%	6,274		6,473		(199		)	(3	)%
Direct contribution	$	2,594	$	3,470	$	(876	)	(25	)%	$	6,768	$	7,467	$	(699	)	(9	)%	$	3,182	$	1,873	$	1,309		70	%

LiveArea Professional Services revenues for the three ~~and nine~~ months ended ~~September 30, 2019 decreased~~March 31, 2020 increased by ~~$1.9~~$3.1 million ~~and $6.3 million, respectively,~~ compared to the corresponding ~~periods~~period in ~~2018.~~2019. The ~~decrease~~increase in revenues are primarily due to ~~reduced technology services project~~the higher level of new and existing client activity and related pass through revenues, as ~~well as client terminations. We expect this trend~~a result of ~~lower period over period sales to continue for~~increased success in booking new projects and engagements during late 2019 and in the ~~remainder of 2019 as we work to rebuild the sales pipeline.~~March 2020 quarter.

LiveArea Professional Services gross margin decreased to ~~43.5%~~43.4% from ~~46.9%~~44.6% in the three months ended ~~September 30, 2019 and decreased to 44.2% from 48.5% in the nine months ended September 30, 2019,~~March 31, 2020 compared to the corresponding ~~periods~~period 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~~levels of zero margin pass through 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.~~activity.

Direct operating expenses decreased by ~~$0.7 million and $4.9~~$0.2 million for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020 compared to the corresponding ~~periods~~period in ~~2018.~~2019. The decrease was primarily attributable to ~~our cost reduction efforts in response to~~ lower ~~revenues with a reduction in non-billable personnel related~~travel and marketing costs, as ~~well as~~ a ~~reduction in amortization~~result of ~~intangible assets.~~ the COVID-19 pandemic and increased billable utilization of development personnel partially offset by incremental sales personnel costs.

Corporate (in thousands, except percentages)

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 )%



	Three Months Ended March 31,
	2020			2019			Change			Change %
Unallocated corporate expenses	$	(5,651	)	$	(4,843	)	$	(808	)	17	%

Unallocated corporate expenses ~~decreased~~increased by ~~$0.6 million and $2.2~~$0.8 million for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020 compared to the corresponding ~~periods~~period in ~~2018.~~2019. The ~~decrease for the three month period~~increase was primarily due to ~~reduced restructuring and other costs. The nine month period was further impacted by a decrease~~increased employee benefit costs in ~~tax related costs.~~the first quarter of 2020.

Income Taxes

During the three months ended ~~September 30, 2019,~~March 31, 2020, we recorded a tax ~~benefit~~expense of ~~$0.1~~$0.4 million comprised primarily of ~~$0.3~~$0.1 million related to the majority of our international operations, ~~a provision of $0.1~~$0.2 million related to state income taxes, and ~~a provision of~~ $0.1 million associated with the tax amortization of goodwill in 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 ~~September 30,~~March 31, 2020 and 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~~the 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 by jurisdiction and (ii) our ongoing assessment that the recoverability of our deferred tax assets is not likely in several jurisdictions.

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years. Due to the company’s historical NOLs, the NOL carryback provision of the CARES Act would not result in a benefit.

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~~increased in the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 primarily from ~~payments~~borrowing on our ~~outstanding~~revolving loan and other debt ~~obligations as well as capital expenditures, partially offset by~~and cash provided by operating ~~activities.~~activities, partially offset by capital expenditures.

Cash Flows from Operating Activities

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, net cash provided by operations was ~~$12.0~~$0.3 million, compared to ~~$10.5~~$6.4 million in the same period of the prior ~~year, which consisted primarily of~~year. Both periods included benefits from cash income generated from operations before ~~net working capital changes. Cash flow benefits from operating activities for both periods also arose from favorable~~ changes in operating assets and liabilities. Such benefits were then either increased or decreased, depending on period, by the net impact of changes in assets and liabilities, primarily related to the amount and timing of client revenue billings and collections as well as vendor purchasing and payment activity. In the three months ended March 31, 2020, there was a reduced cash flow benefit from the seasonality driven reduction in accounts receivable. This impact was partially offset by reduced cash flow use from the seasonality driven reduction in accounts payable, in part due to favorable impact from the amount and timing of certain cash collections ~~and payment activity.~~received from our clients’ customers that are then later remitted to our clients. One of our clients is transitioning away from utilizing this component of our service offering, so we expect to experience a negative cash flow impact from this change during the remainder of 2020.

Cash Flows from Investing Activities

Cash used in investing activities included capital expenditures of ~~$3.2~~$1.0 million and ~~$3.9~~$0.9 million during the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, exclusive of property and equipment acquired under debt and finance 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~~$9.0 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 finance 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 ~~nine~~three months ended ~~September 30,~~March 31, 2020, cash provided by financing activities was $2.9 million and during the three months ended March 31, 2019, ~~and 2018,~~ cash used in financing activities was ~~$10.4 million and $10.6 million, respectively, which are~~$5.9 million. The balances in both periods were primarily due to ~~reductions in~~net borrowing and payment activity on our ~~debt~~revolving loan and ~~finance lease obligations.~~other debt.

Working Capital

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, our working capital ~~decreased~~increased to ~~$10.3~~$17.3 million ~~as of September 30, 2019~~ compared to ~~$22.9~~$14.3 million at December 31, ~~2018.~~2019. This ~~decrease~~increase was primarily related to income generated from operations before working capital changes, plus net borrowings on our ~~adoption of ASC 842 and the inclusion of approximately $8.5 million in operating lease liabilities that were not included in the prior year, as well as the reduction of our~~revolving debt ~~from cash provided~~facility, partially offset by ~~operations.~~capital expenditures.

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 ~~September 30, 2019,~~March 31, 2020, 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~~$7.5 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. 1 to our credit agreement with Regions Bank (the “Amended Facility”). The Amended Facility provided 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~~extended 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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the weighted average interest rate on the revolving loan facility was ~~4.40%~~3.10% and ~~4.57%~~3.96%, 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 finance 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 comprehensive 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 ~~September 30, 2019,~~March 31, 2020, 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

During the three months ended ~~September 30, 2019,~~March 31, 2020, 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. Most of our employees, excluding our warehouse workers, are working remotely due to the COVID-19 pandemic. We have not experienced any material adverse impact to our internal controls over financial reporting due to our change in operations. We are continually monitoring and assessing whether these changes in operations as a response to the COVID-19 pandemic will have any impact on the design and operating effectiveness of our internal controls.

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~~2019, as supplemented by our Form 10-K/A filed with the Securities and Exchange ~~Commission.~~Commission on April 29, 2020.

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 Exhibits	~~Incorporated by Reference From:~~
3.1	Amended and Restated Certificate of Incorporation of PFSweb, Inc.	~~PFSweb, Inc. Registration Statement on Form S-1 (Commission File No. 333-87657)~~
3.1.1	Certificate of Amendment of Certificate of Incorporation of PFSweb, Inc.	~~PFSweb, Inc. Form 10-K for the fiscal year ended December 31, 2005 filed on March 31, 2006.~~
3.1.2	Certificate of Amendment to Certificate of Incorporation of PFSweb, Inc.	~~PFSweb, Inc. Report on Form 8-K filed on June 2, 2008~~
3.1.3	Certificate of Amendment to Certificate of Incorporation of PFSweb, Inc.	~~PFSweb, Inc. Form 10-Q filed on August 14, 2009~~
3.1.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation of PFSweb, Inc.	~~PFSweb, Inc. Report on Form 8-K filed on July 18, 2013~~
3.2	Amended and Restated By-Laws.	~~PFSweb, Inc. Registration Statement on Form S-1 (Commission File No. 333-87657)~~
3.2.1	Amendment to the Amended and Restated By-Laws of PFSweb, Inc.	~~PFSweb, Inc. Report on Form 8-K filed on November 13, 2007~~
3.2.2	Amendment to the Amended and Restated By-Laws of PFSweb, Inc.	~~PFSweb, Inc. Report on Form 8-K filed on July 2, 2010~~
3.2.3	Amendments to the Amended and Restated By-Laws of PFSweb, Inc.	~~PFSweb, Inc. Report on Form 8-K filed on July 18, 2013~~
4.1	Amendment No. 7 to Rights Agreement, dated as of June 27, 2018 between the Company and Computershare Inc., successor in interest to Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC,) as successor to ChaseMellon Shareholder Services, LLC., as rights agent.	~~PFSweb, Inc. Report on Form 8-K filed on June 28, 2018~~
~~10.83~~	Amendment No. 1 dated as of November 1, 2018 by and among Priority Fulfillment Services, Inc., a Delaware corporation, as Borrower, PFSweb, Inc., a Delaware corporation, and certain Subsidiaries and Affiliates, as Guarantors, and Regions Bank, as Administrative Agent, for itself and the other Lenders identified therein.	~~PFSweb, Inc. Form 10-Q for the quarterly period ended September 30, 2018~~
~~31.1~~31.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	~~Filed Herewith~~
~~31.2~~31.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	~~Filed Herewith~~
~~32.1~~32.1*	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	~~Filed Herewith~~
~~101.INS~~101.INS*	XBRL Instance Document.	~~Filed Herewith~~
~~101.SCH~~101.SCH*	XBRL Taxonomy Extension Schema.	~~Filed Herewith~~
~~101.CAL~~101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.	~~Filed Herewith~~
~~101.DEF~~101.DEF*	XBRL Taxonomy Extension Definition Linkbase.	~~Filed Herewith~~
~~101.LAB~~101.LAB*	XBRL Taxonomy Extension Label Linkbase.	~~Filed Herewith~~
~~101.PRE~~101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.	~~Filed Herewith~~

* Filed 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: ~~November 12, 2019~~May 8, 2020



	PFSweb, Inc.

	By:	/s/ Thomas J. Madden
		Thomas J. Madden
		Chief Financial Officer
		Executive Vice President

2724



	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:
Service fee revenue	$	31,176	$	18,426	$	49,602	$	95,930	$	55,441	$	151,371
Product revenue, net	6,579		—		6,579		20,216		—		20,216
Pass-through revenue	10,760		1,050		11,810		35,049		2,014		37,063
Total revenues	$	48,515	$	19,476	$	67,991	$	151,195	$	57,455	$	208,650



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Lease costs:
Finance lease costs:
Amortization of right-of-use assets	$	341	$	1,131
Interest on lease liabilities	40		129
Operating lease costs	2,380		6,986
Variable lease costs	755		2,102
Short-term lease costs	353		1,273
Total lease costs	$	3,869	$	11,621



	Nine Months Ended September 30, 2019

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,953
Operating cash flows from finance leases	$	129
Financing cash flows from finance leases	$	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