Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 09, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | PFSWEB INC | ||
Entity Central Index Key | 1,095,315 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Trading Symbol | PFSW | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 122,904,777 | ||
Entity Common Stock, Shares Outstanding | 19,025,218 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 19,078 | $ 24,425 |
Restricted cash | 214 | 215 |
Accounts receivable, net of allowance for doubtful accounts of $373 and $494 at December 31, 2017 and December 31, 2016, respectively | 72,062 | 80,223 |
Inventories, net of reserves of $342 and $568 at December 31, 2017 and December 31, 2016, respectively | 5,326 | 6,632 |
Other receivables | 5,366 | 6,750 |
Prepaid expenses and other current assets | 6,633 | 7,299 |
Total current assets | 108,679 | 125,544 |
PROPERTY AND EQUIPMENT, net | 24,178 | 30,264 |
IDENTIFIABLE INTANGIBLES, net | 3,371 | 6,864 |
GOODWILL | 45,698 | 46,210 |
OTHER ASSETS | 3,861 | 2,454 |
Total assets | 185,787 | 211,336 |
CURRENT LIABILITIES: | ||
Trade accounts payable | 45,070 | 59,752 |
Accrued expenses | 29,074 | 30,360 |
Current portion of long-term debt and capital lease obligations | 9,460 | 7,300 |
Deferred revenue | 7,405 | 7,156 |
Performance-based contingent payments | 3,967 | 2,405 |
Total current liabilities | 94,976 | 106,973 |
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion | 37,866 | 52,399 |
DEFERRED REVENUE, less current portion | 4,034 | 4,127 |
DEFERRED RENT | 5,464 | 4,810 |
PERFORMANCE-BASED CONTINGENT PAYMENTS, less current portion | 1,678 | |
OTHER LIABILITIES | 2,150 | 1,066 |
Total liabilities | 144,490 | 171,053 |
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; 19,058,685 and 18,768,567 shares issued at December 31, 2017 and December 31, 2016, respectively; and 19,025,218 and 18,735,100 outstanding at December 31, 2017 and December 31, 2016, respectively | 19 | 19 |
Additional paid-in capital | 150,614 | 146,286 |
Accumulated deficit | (109,281) | (105,317) |
Accumulated other comprehensive income (loss) | 70 | (580) |
Treasury stock at cost, 33,467 shares | (125) | (125) |
Total shareholders’ equity | 41,297 | 40,283 |
Total liabilities and shareholders’ equity | $ 185,787 | $ 211,336 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 373 | $ 494 |
Inventories reserves | $ 342 | $ 568 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 19,058,685 | 18,768,567 |
Common stock, shares outstanding | 19,025,218 | 18,735,100 |
Treasury stock, shares | 33,467 | 33,467 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES: | |||
Service fee revenue | $ 233,580 | $ 226,165 | $ 182,175 |
Product revenue, net | 40,663 | 48,695 | 58,659 |
Pass-through revenue | 52,582 | 59,783 | 47,435 |
Total revenues | 326,825 | 334,643 | 288,269 |
COSTS OF REVENUES: | |||
Cost of service fee revenue | 155,160 | 155,513 | 123,574 |
Cost of product revenue | 38,504 | 45,883 | 55,587 |
Cost of pass-through revenue | 52,582 | 59,783 | 47,435 |
Total costs of revenues | 246,246 | 261,179 | 226,596 |
Gross profit | 80,579 | 73,464 | 61,673 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 79,981 | 76,304 | 66,280 |
Income (loss) from operations | 598 | (2,840) | (4,607) |
INTEREST EXPENSE, net | 2,738 | 2,323 | 1,757 |
Loss from operations before income taxes | (2,140) | (5,163) | (6,364) |
INCOME TAX EXPENSE | 1,824 | 2,367 | 1,497 |
NET LOSS | $ (3,964) | $ (7,530) | $ (7,861) |
NET LOSS PER SHARE: | |||
Basic and diluted | $ (0.21) | $ (0.41) | $ (0.45) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | |||
Basic and diluted | 18,933 | 18,542 | 17,608 |
COMPREHENSIVE LOSS: | |||
Net loss | $ (3,964) | $ (7,530) | $ (7,861) |
Foreign currency translation adjustment, net of taxes | 650 | (284) | (978) |
TOTAL COMPREHENSIVE LOSS | $ (3,314) | $ (7,814) | $ (8,839) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning Balance at Dec. 31, 2014 | $ 40,105 | $ 17 | $ 129,457 | $ (89,926) | $ 682 | $ (125) |
Beginning Balance, Shares at Dec. 31, 2014 | 17,047,093 | 33,467 | ||||
Net loss | (7,861) | (7,861) | ||||
Stock-based compensation expense | 4,637 | 4,637 | ||||
Exercise of stock options | 1,483 | 1,483 | ||||
Exercise of stock options, Shares | 382,893 | |||||
Issuance of restricted stock, Shares | 109,486 | |||||
Tax withholding on restricted stock | (646) | (646) | ||||
Shares issued related to acquisitions | 6,843 | $ 1 | 6,842 | |||
Shares issued related to acquisitions, Shares | 596,746 | |||||
Non-cash compensation expense | 175 | 175 | ||||
Foreign currency translation adjustment, net of taxes | (978) | (978) | ||||
Ending Balance at Dec. 31, 2015 | 43,758 | $ 18 | 141,948 | (97,787) | (296) | $ (125) |
Ending Balance, Shares at Dec. 31, 2015 | 18,136,218 | 33,467 | ||||
Net loss | (7,530) | (7,530) | ||||
Stock-based compensation expense | 2,111 | 2,111 | ||||
Exercise of stock options | 1,204 | $ 1 | 1,203 | |||
Exercise of stock options, Shares | 250,256 | |||||
Issuance of restricted stock, Shares | 210,076 | |||||
Tax withholding on restricted stock | (1,307) | (1,307) | ||||
Shares issued related to acquisitions | 2,331 | 2,331 | ||||
Shares issued related to acquisitions, Shares | 172,017 | |||||
Foreign currency translation adjustment, net of taxes | (284) | (284) | ||||
Ending Balance at Dec. 31, 2016 | 40,283 | $ 19 | 146,286 | (105,317) | (580) | $ (125) |
Ending Balance, Shares at Dec. 31, 2016 | 18,768,567 | 33,467 | ||||
Net loss | (3,964) | (3,964) | ||||
Stock-based compensation expense | 3,333 | 3,333 | ||||
Exercise of stock options | $ 770 | 770 | ||||
Exercise of stock options, Shares | 168,823 | 168,823 | ||||
Issuance of restricted stock, Shares | 73,122 | |||||
Tax withholding on restricted stock | $ (256) | (256) | ||||
Shares issued related to acquisitions | 353 | 353 | ||||
Shares issued related to acquisitions, Shares | 48,173 | |||||
Non-cash compensation expense | 128 | 128 | ||||
Foreign currency translation adjustment, net of taxes | 650 | 650 | ||||
Ending Balance at Dec. 31, 2017 | $ 41,297 | $ 19 | $ 150,614 | $ (109,281) | $ 70 | $ (125) |
Ending Balance, Shares at Dec. 31, 2017 | 19,058,685 | 33,467 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (3,964) | $ (7,530) | $ (7,861) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 14,899 | 15,377 | 14,831 |
Amortization of debt issuance costs | 149 | 146 | 52 |
Provision for doubtful accounts | (26) | 4 | 187 |
Provision for excess and obsolete inventory | 58 | 57 | 93 |
Loss on disposition of fixed assets | 159 | 219 | |
Deferred income taxes | (274) | 823 | 58 |
Stock-based compensation expense | 3,333 | 2,111 | 4,637 |
Non-cash compensation expense | 128 | 175 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 10,595 | (8,931) | (5,632) |
Inventories | 1,266 | 2,578 | 1,070 |
Prepaid expenses, other receivables and other assets | 2,036 | 424 | (824) |
Deferred rent | (14) | 887 | (542) |
Accounts payable, deferred revenue, accrued expenses and other liabilities | (17,294) | 7,101 | 16,427 |
Net cash provided by operating activities | 11,051 | 13,266 | 22,671 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (4,652) | (8,713) | (4,489) |
Proceeds from sale of property and equipment | 65 | ||
Acquisitions, net of cash acquired | (8,359) | (31,619) | |
Net cash used in investing activities | (4,587) | (17,072) | (36,108) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from issuance of common stock | 770 | 1,203 | 1,483 |
Taxes paid on behalf of employees for withheld shares | (256) | (1,307) | (646) |
Decrease in restricted cash | 2 | 60 | 383 |
Payments on performance-based contingent payments | (2,004) | (9,454) | (2,043) |
Payments on capital lease obligations | (3,064) | (2,981) | (2,417) |
Payments on term loan | (2,438) | (563) | |
Borrowings on term loan | 20,000 | 10,000 | |
Payments on revolving loan | (97,846) | (83,553) | (35,083) |
Borrowings on revolving loan | 89,989 | 84,280 | 54,366 |
Payments on other debt | (1,219) | (686) | (117,785) |
Borrowings on other debt | 1,353 | 111,022 | |
Debt issuance costs | (723) | ||
Net cash (used in) provided by financing activities | (14,713) | 6,999 | 18,557 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 2,902 | (549) | (1,467) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (5,347) | 2,644 | 3,653 |
CASH AND CASH EQUIVALENTS, beginning of period | 24,425 | 21,781 | 18,128 |
CASH AND CASH EQUIVALENTS, end of period | 19,078 | 24,425 | 21,781 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Cash paid for income taxes | 2,131 | 1,669 | 1,367 |
Cash paid for interest | 2,496 | 1,753 | 975 |
Non-cash investing and financing activities: | |||
Property and equipment acquired under long-term debt and capital leases | 374 | 6,793 | 4,649 |
Performance-based contingent payments through stock issuance | $ 353 | $ 2,238 | $ 6,600 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Overview | 1. Overview PFSweb, Inc. and its subsidiaries are collectively referred to as the “Company”; “Supplies Distributors” collectively refers to Supplies Distributors, Inc. and its subsidiaries; “Retail Connect” refers to PFSweb Retail Connect, Inc.; “REV” collectively refers to REV Solutions, Inc. and REVTECH Solutions India Private Limited; “LAL” refers to LiveAreaLabs, Inc.; “Moda” refers to Moda Superbe Limited; “CrossView” refers to CrossView, Inc.; “Conexus” refers to Conexus Limited; and “PFSweb” refers to PFSweb, Inc. and its subsidiaries, excluding Supplies Distributors and PFSweb Overview PFSweb is a global provider of omni-channel commerce solutions, including a broad range of technology, infrastructure and professional services, to major brand name companies and others seeking to optimize their supply chain and to enhance their online and traditional business channels and initiatives in the United States, Canada, and Europe. PFSweb’s service offerings include website design, creation and integration, digital agency and marketing, eCommerce technologies, order management, customer care, logistics and fulfillment, financial management and professional consulting. Supplies Distributors Overview Supplies Distributors and PFSweb operate under distributor agreements with Ricoh Company Limited and Ricoh USA Inc., a strategic business unit within the Ricoh Family Group of Companies (collectively hereafter referred to as “Ricoh”), under which Supplies Distributors acts as a distributor of various Ricoh products. Supplies Distributors sells its products in the United States, Canada and Europe. Pursuant to agreements between PFSweb and Supplies Distributors, PFSweb provides transaction management and fulfillment services to Supplies Distributors. The majority of Supplies Distributors’ revenue is generated by its sale of product purchased from Ricoh. Under the distributor agreements, which are subject to periodic renewals, Ricoh sells product to Supplies Distributors and reimburses Supplies Distributors for certain freight costs, direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids, the cost of products provided to replace defective product returned by customers and other certain expenses, as defined. Supplies Distributors can return to Ricoh product rendered obsolete by Ricoh engineering changes after customer demand ends. Ricoh determines when a product is obsolete. Ricoh and Supplies Distributors also have agreements under which Ricoh reimburses or collects from Supplies Distributors amounts calculated in certain inventory cost adjustments. Supplies Distributors passes through to customers marketing programs specified by Ricoh and administers such programs according to Ricoh guidelines. Supplies Distributors also maintains agreements with certain additional clients where it operates as an agent for the resale of product between the client and the customer, and records product revenue net of cost of product revenue as a component of service fee revenue. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s consolidated financial statements are fairly stated in accordance with US GAAP, and provide a fair presentation of the Company’s financial position and results of operations. Revenue and Cost Recognition The Company derives revenue primarily from services provided under contractual arrangements with its clients or from the sale of products under its distributor agreements. The following revenue recognition policies define the manner in which the Company accounts for sales transactions. The Company recognizes revenue when persuasive evidence of a sales arrangement exists, product shipment or delivery has occurred or services have been rendered, the sales price or fee is fixed or determinable, and collectability is reasonably assured. In instances where revenue is derived from sales of third-party vendor products or services, the Company records revenue on a gross basis when the Company is a principal to the transaction and net of costs when the Company is acting as an agent between the customer or client and the vendor. The Company considers several factors to determine whether it is a principal or an agent, most notably whether the Company is the primary obligor to the vendor or customer, has established its own pricing and has inventory and credit risks, if applicable. Service Fee Revenue Activity The Company’s service fee revenue primarily relates to its distribution services, order management/customer care services, professional digital agency and technology services. The Company typically charges its service fee revenue on either a cost-plus basis, a percent of shipped revenue basis, on a time and materials, project or retainer basis for professional services, or a per transaction basis, such as a per item basis for fulfillment services or a per labor hour basis for web-enabled customer contact center services. Additional fees are billed for other services. The Company evaluates its contractual arrangements to determine whether or not they include multiple service elements. Revenue recognition is determined for the separate service elements of the contract in accordance with the requirements of Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” Distribution services relate primarily to inventory management, product receiving, warehousing and fulfillment (i.e., picking, packing and shipping) and facilities and operations management. Service fee revenue for these activities is recognized as earned, which is either (i) on a per transaction basis or (ii) at the time of product fulfillment, which occurs at the completion of the distribution services. Order management/customer care services relate primarily to taking customer orders for the Company’s clients’ products. These services also include addressing customer questions related to orders, as well as cross-selling/up-selling activities. Service fee revenue for this activity is recognized as the services are rendered. Fees charged to the client are on a per transaction basis based on either (i) a pre-determined fee per order or fee per telephone minutes incurred, (ii) a per dedicated agent fee, or (iii) are included in the product fulfillment service fees that are recognized on product shipment. Professional consulting and technology service revenues primarily relate to design, implementation, service and support of eCommerce platforms, website design and solutions and quality control for the Company’s clients. Additionally, the Company provides digital agency services that enable client marketing programs to attract new customers, convert buyers and increase website value. These fees are typically charged on either a per labor hour or transaction basis, a dedicated resource model, a fixed price arrangement, or a percent of merchandise shipped basis. Service fee revenue for this activity is generally recognized as the services are rendered. The Company performs front-end set-up and integration services to support client eCommerce platforms and websites. When the Company determines these front-end set-up and integration services do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received and the related costs, and recognizes them over the expected performance period. When the Company determines these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, the Company uses the completed contract method to recognize revenues and costs if reasonable and reliable cost estimates for a project cannot be made. If reasonable and reliable costs estimates for a project can be made, the Company recognizes revenue over the expected performance period on a proportional performance basis, as determined by the relationship of actual costs incurred compared to the estimated total contract costs. The Company’s billings for reimbursement of out-of-pocket expenses, including travel and certain third-party vendor expenses, such as shipping and handling costs and telecommunication charges, are included in pass-through revenue. The related reimbursable costs are reflected as cost of pass-through revenue. The Company’s cost of service fee revenue, representing the cost to provide the services described above, is recognized as incurred. Cost of service fee revenue also includes certain costs associated with technology collaboration and ongoing technology support that include maintenance, web hosting and other ongoing programming activities. These activities are primarily performed to support the distribution and order management/customer care services and are recognized as incurred. Product Revenue Activity Depending on the terms of the customer arrangement, Supplies Distributors recognizes product revenue and product cost either upon the shipment of product to customers or when the customer receives the product. Supplies Distributors permits its customers to return product for credit against other purchases, which include returns for defective products (that Supplies Distributors then returns to the manufacturer) and incorrect shipments. Supplies Distributors provides a reserve for estimated returns and allowances and offers terms to its customers that it believes are standard for its industry. Freight costs billed to customers are reflected as components of product revenue. Freight costs incurred are recorded as a component of cost of product revenue. Under its distributor agreements, Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and coop funds; certain freight costs; direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids; the cost of products provided to replace defective product returned by customers; and certain other expenses as defined. Supplies Distributors records these reimbursable amounts as they are incurred as other receivables in the consolidated balance sheet with a corresponding reduction in either inventory or cost of product revenue. Supplies Distributors also records pass-through customer marketing programs as a reduction of both product revenue and cost of product revenue. Deferred Revenues and Deferred Costs The Company primarily performs its distribution services, order management, customer care and certain other services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these start-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the expected performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. Current and non-current deferred implementation costs, excluding technology and development costs, are a component of prepaid expenses and other current assets and other assets, respectively. Concentration of Business and Credit Risk During 2017 and 2016, no product customer or service fee client relationships represented more than 10% of the Company’s consolidated total net revenues. During 2015, one service fee client relationship, the United States Mint, represented approximately 11%, or $31.2 million, of the Company’s consolidated total net revenues. As of December 31, 2017, no client exceeded 10% of the Company’s total accounts receivable. As of December 31, 2016, one client exceeded 10% of the Company’s consolidated accounts receivable. Cash and Cash Equivalents Cash equivalents are defined as short-term highly liquid investments with original maturities, when acquired, of three months or less. At times, the Company has cash balances in domestic bank accounts that exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses related to these cash concentrations. Accounts Receivable The Company recognizes revenue and records trade accounts receivable, pursuant to the methods described above, when collectability is reasonably assured. Collectability is evaluated in the aggregate and on an individual customer or client basis taking into consideration payment due date, historical payment trends, current financial position, results of independent credit evaluations and payment terms. Related reserves are determined by either using percentages applied to certain aged receivable categories based on historical results, reevaluated and adjusted as additional information is received, or a specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. Other Receivables Other receivables primarily include amounts due from Ricoh for costs incurred by the Company under the distributor agreements and value added tax receivables. Inventories Inventories (all of which are finished goods) are stated at the lower of weighted average cost and net realizable value. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined. In the event PFSweb, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. Property and Equipment The Company makes judgments and estimates in conjunction with the carrying value of property and equipment, including amounts to be capitalized, depreciation and amortization methods and useful lives. Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Capitalized implementation costs are depreciated over the respective client expected performance period. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the remaining lease term. When events or changes in circumstances indicate that the carrying amount of our property and equipment might not be recoverable, the expected future undiscounted cash flows from the asset are estimated and compared with the carrying amount of the asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded. The impairment loss is measured by comparing the fair value of the asset with its carrying amount. Fair value is generally determined based on discounted cash flows or appraised values, as appropriate. Business Combinations The Company accounts for business combinations under the acquisition method of accounting, which requires the assets and liabilities to be recorded at their respective fair values as of the acquisition date in the consolidated financial statements. The determination of estimated fair value may require management to make significant estimates and assumptions. The purchase price is the fair value of the total consideration conveyed to the seller and the excess of the purchase price over the fair value of the acquired identifiable net assets, where applicable, is recorded as goodwill. The results of operations of an acquired business are included in the Company’s consolidated financial statements from the date of acquisition. Costs associated with the acquisition of a business are expensed in the period incurred. Definite-Lived Intangible Assets The Company’s definite-lived intangible assets are primarily comprised of non-compete agreements, trade names, customer relationships and developed technology. Definite-lived intangible assets are amortized over their estimated useful life and only tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of the asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The impairment loss to be recorded would be the excess of the asset’s carrying value over its fair value. Fair value is determined using a discounted cash flow analysis or other valuation technique. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill and other intangible assets with indefinite lives are not amortized to operations, but instead are reviewed for impairment at least annually in the fourth quarter, or more frequently when there is an indicator of impairment. Goodwill impairment exists when a reporting unit’s goodwill carrying value exceeds its implied fair value. The Company has no intangible asset with indefinite useful lives, other than goodwill. ASU Topic 350: Testing Goodwill for Impairment In the event that the conclusion of Step 0 requires the two-step test, the first step compares the fair value of the reporting unit with its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. If the Company is required to perform the two-step test described in the preceding paragraph, it would determine fair value using generally accepted valuation techniques, including discounted cash flows and market multiple analyses. These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. The Company’s valuation methodology for assessing impairment would require management to make judgments and assumptions based on historical experience and projections of future operating performance. If these assumptions differ materially from future results, the Company may record impairment charges in the future. Foreign Currency Translation and Transactions The functional currency of each of the Company’s foreign subsidiaries is local currency. Assets and liabilities are translated at exchange rates in effect at the end of the period, and income and expense items are translated at the average exchange rates on a monthly basis. Translation adjustments are accumulated and reported as a component of accumulated other comprehensive income in the consolidated statements of shareholders’ equity. The Company includes currency gains and losses on short-term intercompany advances in the determination of net income and loss. The Company reports gains and losses on intercompany foreign currency transactions that are of a long-term investment nature as a component of accumulated other comprehensive income in the consolidated statements of shareholders’ equity. Stock-Based Compensation The Company uses stock-based compensation, including stock options, deferred stock units and other stock-based awards to provide long-term performance incentives for its executives, key employees and non-employee directors. From the service inception date to the grant date, the Company recognizes compensation cost for all share-based payments based on the reporting date fair value of the award. After the grant date, compensation cost is measured based on the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis, net of estimated forfeitures, over the requisite service period of each award. The Company records compensation cost as a component of selling, general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model and estimates the compensation cost for certain of the awards that have a performance condition using a Monte-Carlo simulation. The estimated fair value for awards involves assumptions for expected dividend yield, stock price volatility, risk-free interest rates and the expected life of the award. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes interest and penalties related to certain tax positions in income tax expense and monitors uncertain tax positions and recognizes tax benefits only when management believes the relevant tax positions would more likely than not be sustained upon examination. Fair Value of Financial Instruments In accordance with ASC 825, Financial Instruments Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The carrying value of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, debt and capital lease obligations, approximate their fair values at December 31, 2017 and 2016 based on short terms to maturity or current market prices and interest rates or observable inputs such as quoted prices in active markets. Nonrecurring Fair Value Measurements The purchase price of business acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with any excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value of assets and liabilities. Non-financial assets such as goodwill, intangible assets, software development costs and property and equipment are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. Impact of Recently Issued Accounting Standards Pronouncements Recently Adopted In July 2015, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”), which modifies existing requirements regarding measuring inventory at the lower of cost and market. Under existing standards, the market amount requires consideration of replacement cost, net realizable value (“NRV”), and NRV less an approximately normal profit margin. ASU 2015-11 replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. This standard is effective for the Company prospectively beginning January 1, 2017. Adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, As Amended (“ASU 2014-09”), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, provides companies with a single revenue recognition model for recognizing revenue from contracts with customers and significantly expands the disclosure requirements for revenue arrangements. The new standard, as amended, will be effective for the Company for interim and annual reporting periods beginning on January 1, 2018. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application with disclosure of results under the new and old standards for the first year of adoption. The Company will adopt the standard as of January 1, 2018, using the modified retrospective transition method. Under the modified retrospective transition method, the Company will calculate and record the cumulative effect of adopting the new standard at January 1, 2018 for all open contracts, in the Company’s Quarterly Report on Form 10-Q for the first quarter of 2018. Based on its evaluation process, the Company has identified certain potential areas of impact. Application of the new standard requires that incremental costs of obtaining a contract (including sales commissions plus any associated fringe benefits) be recognized as an asset and expensed over the expected life of the arrangement. Currently the Company expenses certain contract acquisition costs as incurred. Under the new standard the Company will defer incremental commission costs to obtain a contract and amortize those costs over the period of benefit. ASU 2014-09 allows, as a policy election, sales commissions related to contracts less than one year to be expensed as incurred instead of capitalized, as a practical expedient. The Company has elected this practical expedient. Therefore, only commissions related to contracts greater than one year will be capitalized. Additionally, the Company has reviewed the way it manages volume tiered discounts and penalties. Currently, revenue adjustments are recorded as discounts or penalties when incurred. Under ASU 2014-09, these items will be treated as variable consideration and good faith estimates will be made up front, which will have the impact of reducing some of the revenue. Variable consideration will be reassessed quarterly. Contract modifications under prior guidance were handled as modifications, if the adjustment was for additional hours on time and materials contracts, which were adjusted and charged as work is performed monthly. Under ASU 2014-09, we will continue to account for large scope changes with significant additional distinct services with related price increases that reflect our stand-alone selling price of the scope change as separate contracts. ASU 2014-09 allows, as a transition practical expedient, for contracts modified prior to the beginning of the earliest reporting period presented under the new standard (January 1, 2018 for the Company), an entity can reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented under the new standard when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to the satisfied and unsatisfied performance obligations for the modified contract at transition. We are electing this practical expedient. Based on contracts in process at December 31, 2017, the Company expects to record, upon adoption of ASU 2014-09, a net cumulative adjustment to shareholders’ equity not to exceed $1.0 million. The adjustment to retained earnings primarily relates to the modification of the amortization of implementation related deferred revenues and costs. Sales commissions were not a material amount for open contracts at December 31, 2017 and, therefore, will not have an impact at adoption. The Company will make certain presentation changes on its consolidated balance sheet to comply with the new standard. In February 2016, the FASB issued ASU No. 2016-02, “Leases” In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force” certain In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” ASU 2017-01 is not expected to have a material impact on the Company’s 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” On May 10, 2017, the FASB issued ASU No. 2017-09, “Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting” |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Acquisition of Conexus On June 8, 2016, PFSweb, Inc. acquired the outstanding capital stock of Conexus, an eCommerce system integrator that provides strategic consulting, system integration, and managed services for leading businesses and technology companies through its primary operations in Basingstoke, Hampshire, U.K. The purchase price for the shares consisted of (i) an initial cash payment of £5,855,000 (approximately $8.5 million as of the acquisition date), subject to a post-closing adjustment based upon a May 31, 2016 balance sheet analysis, and (ii) up to an aggregate maximum of £1,445,000 (approximately $1.8 million at December 31, 2016), subject to Conexus achieving certain operational and financial targets during the post-closing period ending December 31, 2016 (the “Earn-out Payment”), subject to possible offsets for indemnification and other claims arising under the purchase agreement. Conexus did not achieve the operational and financial targets so the Company did not make any payments or record any liability as of December 31, 2017 or December 31, 2016 applicable to the Earn-out Payment The transaction was accounted for using the purchase method of accounting for business combinations and, accordingly, the assets acquired and liabilities assumed, including an allocation of purchase price, and the results of operations of Conexus, including the amortization of acquired intangible assets, have been included in the Company's consolidated financial statements since the date of acquisition, which for 2016 included $3.3 million of service fee revenue and approximately $0.8 million of net loss. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash $ 156 Accounts receivable, net 1,451 Other receivables 887 Other assets 421 Identifiable intangibles 2,035 Total assets acquired 4,950 Total liabilities assumed 2,218 Net assets acquired 2,732 Goodwill 6,336 Total purchase price $ 9,068 Purchase price for Conexus is as follows (in thousands): Aggregate cash payments $ 8,515 Performance-based contingent payments (based on estimated fair value at acquisition date) 553 Total purchase price $ 9,068 The excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed was allocated to goodwill. Total goodwill of $6.3 million, none of which is deductible for tax purposes, is not being amortized but is subject to an annual impairment test using a fair-value-based approach. Acquisition of CrossView On Consideration paid by the Company included an initial cash payment of $30.7 million and 553,223 unregistered shares of Company common stock (approximately $6.3 million in value as of the acquisition date). The initial cash payment was subject to adjustment based upon a post-closing balance sheet reconciliation. In addition, the purchase agreement provides for future earn-out payments (“CrossView Earn-out Payments”) payable in 2016, 2017 and 2018 based on the achievement of certain 2015, 2016 and 2017 financial targets. The CrossView Earn-out Payments have no guaranteed minimum and an aggregate maximum of $18.0 million and are subject to possible offsets for indemnification and other claims. During 2016, the Company paid an aggregate of $7.9 million in settlement of the 2015 CrossView Earn-out Payments, of which, $1.6 million was paid by the issuance of 122,066 restricted shares of Company stock. 2017, the Company paid an aggregate of $2.4 million in settlement of the 2016 CrossView Earn-out Payments, of which $0.4 million was paid by the issuance of 48,173 restricted shares of Company stock. The Company will pay 15% of any 2017 CrossView Earn-out Payments in restricted shares of Company common stock, based on its current market value at the time of issuance. As of December 31, 2017 and 2016, the Company had recorded a liability of $4.0 million and $4.1 million, respectively, applicable to the estimated CrossView Earn-out Payments, which is included in performance-based contingent payments in the consolidated balance sheets. The transaction was accounted for using the purchase method of accounting for business combinations and, accordingly, the assets acquired and liabilities assumed, including an allocation of purchase price, and the results of operations of CrossView, including the amortization of acquired intangible assets, have been included in the Company's consolidated financial statements since the date of acquisition, which for 2015 included $ 13.8 million of service fee revenue and $0.6 million of net income. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Accounts receivable $ 7,550 Other assets 590 Identifiable intangibles 9,050 Total assets acquired 17,190 Total liabilities assumed 2,556 Net assets acquired 14,634 Goodwill 30,221 Total purchase price $ 44,855 Purchase price for CrossView is as follows (in thousands, except share data and stock price): Number of shares of common stock issued 553,223 Multiplied by PFSweb, Inc.'s stock price $ 11.40 Share consideration $ 6,307 Aggregate cash payments 30,740 Performance-based contingent payments (based on estimated fair value at acquisition date) 9,195 Post-closing balance sheet reconciliation adjustment (1,387 ) Total purchase price $ 44,855 The excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed was allocated to goodwill. Total goodwill of $30.2 million, which, given the structure of the acquisition, is expected to be deductible for tax purposes over 15 years is not being amortized and is subject to an annual impairment test using a fair-value-based approach. Acquisition of Moda On June 11, 2015, PFSweb, Inc. acquired the outstanding capital stock of Moda, an eCommerce system integrator and consultancy that provides unique digital experiences for fashion brands and retailers through its primary operations in London, U.K. . The purchase agreement provided for The transaction was accounted for using the purchase method of accounting for business combinations and, accordingly, the assets acquired and liabilities assumed, including an allocation of purchase price, and the results of operations of Moda, including the amortization of acquired intangible assets, have been included in the Company’s consolidated financial statements since the date of acquisition, which for 2015 included $1.2 million of service fee revenue and $0.2 million of net loss. The Company determined fair value using a combination of the discounted cash flow, market multiple and market capitalization valuation methods. The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 126 Accounts receivable 335 Identifiable intangibles 340 Other assets 50 Total assets acquired 851 Total liabilities assumed 658 Net assets acquired 193 Goodwill 1,287 Total purchase price $ 1,480 Purchase price for Moda is as follows (in thousands, except share data and stock price): Number of shares of common stock issued 16,116 Multiplied by PFSweb, Inc.'s stock price $ 14.60 Share consideration contingent payments $ 235 Aggregate cash payments 1,005 Performance-based contingent payments (based on fair value at acquisition date) 240 Total purchase price $ 1,480 The excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed was allocated to goodwill. Total goodwill of $1.3 million, none of which is deductible for tax purposes, is not being amortized but is subject to an annual impairment test using a fair-value-based approach. Performance-Based Contingent Payments The following table presents the change in the acquisition related performance-based contingent payments for the years presented (in thousands): 2017 2016 2015 As of January 1, $ 4,083 $ 14,157 $ 5,392 Fair value at the time of acquisition - Conexus — 553 — Fair value at the time of acquisition - Moda — — 240 Fair value at the time of acquisition - CrossView — — 9,195 CrossView earn-out payments in common stock and cash (2,358 ) (7,941 ) — LAL and REV earn-out payments in common stock and cash — (3,750 ) (2,343 ) Change in fair value aggregate balances due 2,242 1,064 1,673 As of December 31, $ 3,967 $ 4,083 $ 14,157 Pro Forma Information (unaudited) The following table presents selected pro forma information, for comparative purposes, assuming the acquisition of CrossView had occurred on January 1, 2014 and acquisition of Conexus had occurred on January 1, 2015 (unaudited) (in thousands, except per share amounts): Year Ended December 31, 2016 2015 Total revenues $ 338,271 $ 317,214 Net loss (2,619 ) (6,548 ) Basic and diluted net loss per share (0.14 ) (0.37 ) The unaudited pro forma total revenues and pro forma net loss are not necessarily indicative of the consolidated results of operations for future periods or the results of operations that would have been realized had the Company consolidated CrossView and Conexus during the periods noted. Unaudited pro forma results of operations assuming the Moda acquisition had taken place at the beginning of 2015 are not provided because the historical operating results of Moda were not significant and pro forma results would not be significantly different from reported results for the periods presented. Acquisition-Related Expenses The acquisitions are expected to enhance the overall product and service offering of the Company to its existing clients and customers, as well as support anticipated growth opportunities. The Company recorded $1.5 million and $3.5 million of acquisition-related expenses during the years ended December 31, 2016 and 2015, which are included in selling, general and administrative expenses in the consolidated statements of operations. |
Deferred Revenues and Costs
Deferred Revenues and Costs | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenues and Costs | 4. Deferred Revenues and Costs The following summarizes the deferred implementation revenues and costs, excluding technology and development costs (in thousands): December 31, 2017 2016 Deferred implementation revenues Current $ 7,405 $ 7,156 Non-Current 4,034 4,127 $ 11,439 $ 11,283 Deferred implementation costs Current $ 2,703 $ 2,770 Non-Current 1,047 1,337 $ 3,750 $ 4,107 Current deferred implementation costs are included in prepaid expenses and other current assets in the consolidated balance sheets. Non-current deferred implementation costs are included in other assets in the consolidated balance sheets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment The components of property and equipment as of December 31, 2017 and 2016 are as follows (in thousands): December, 31 Depreciable 2017 2016 Life Purchased and capitalized software costs $ 55,940 $ 52,409 2-7 years Furniture, fixtures and equipment 30,917 31,355 2-10 years Computer equipment 16,657 16,771 2-6 years Leasehold improvements 15,513 14,874 2-10 years In-process assets 1,376 830 120,403 116,239 Less-accumulated depreciation and amortization (96,225 ) (85,975 ) Property and equipment, net $ 24,178 $ 30,264 Depreciation and amortization expense related to property and equipment, excluding capital leases, for the years ended December 31, 2017, 2016 and 2015 was $8.4 million, $8.6 million and $9.5 million, respectively. The Company’s property and equipment held under capital leases amount to approximately $2.7 million and $5.4 million, net of accumulated amortization of approximately $6.8 million and $5.1 million, at December 31, 2017 and 2016, respectively. Depreciation and amortization expense related to capital leases for the years ended December 31, 2017, 2016 and 2015 was $3.1 million, $2.8 million and $2.4 million, respectively. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles, Net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangibles, Net | 6. Goodwill and Identifiable Intangibles, Net Goodwill acquired through acquisitions is recognized as part of the PFSweb segment. During 2017, goodwill decreased by $0.5 million due to the impact of foreign currency translation for 2017 and prior periods. During 2016, the amount of goodwill increased by $6.4 million due to acquisitions. The Company performed its annual goodwill impairment test during the fourth quarter of 2017, 2016 and 2015 by completing a Step 0 test. During each year, the Company determined that it was not more likely than not that the reporting unit’s fair value was less than its carrying value and, therefore, did not complete the prescribed two-step goodwill impairment test and thus the Company did not record any goodwill impairment during 2017, 2016 and 2015. The following table presents the gross carrying value and accumulated amortization for identifiable intangibles (in thousands): December 31, 2017 December 31, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Estimated Useful Life Value Amortization Value Value Amortization Value from Acquisition Trade names $ 1,250 $ (1,250 ) $ - $ 1,250 $ (773 ) $ 477 2.25 - 2.5 years Non-compete agreements 571 (499 ) 72 575 (341 ) 234 1- 3.5 years Leasehold 45 (45 ) - 45 (42 ) 3 2.5 years Customer relationships 10,154 (7,177 ) 2,977 10,287 (5,137 ) 5,150 1.6 - 9 years Developed technology 1,525 (1,219 ) 306 1,577 (622 ) 955 2.5-3 years Other intangibles 493 (477 ) 16 493 (448 ) 45 9 years Total definite-lived identifiable intangible assets $ 14,038 $ (10,667 ) $ 3,371 $ 14,227 $ (7,363 ) $ 6,864 Definite-Lived Identifiable Intangible Asset Amortization The changes in the net carrying values of identifiable intangible assets during 2017, 2016 and 2015 were primarily due to amortization expense of $3.4 million, $4.0 million and $3.0 million, respectively, as well as the impact of foreign currency translation. Amortization expense is included in selling, general and administrative expenses in 2017, 2016 and 2015, respectively, in the consolidated statements of operations. The estimated amortization expense for each of the next five years is as follows (in thousands): 2018 $ 1,565 2019 670 2020 471 2021 282 2022 197 |
Inventory Financing
Inventory Financing | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Inventory Financing | 7. Inventory Financing Supplies Distributors has a short-term credit facility with IBM Credit LLC (“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 $13.0 million. The agreement has no stated maturity date and provides either party the ability to exit the facility following a 90-day notice. Given the structure of this facility and as outstanding balances, which represent inventory purchases, are repaid within twelve months, the Company has classified the outstanding amounts under this facility, which were $7.1 million Pursuant to IBM Credit Facility, Supplies Distributors is restricted from making any distributions to PFSweb if, after giving affect thereto, Supplies Distributors’ would be in noncompliance with its financial covenants. Supplies Distributors has received lender approval to pay approximately $1.7 million of dividends in 2018. Supplies Distributors paid dividends to PFSweb of $1.7 million, $1.1 million and $0.9 million in 2017, 2016 and 2015, respectively, which eliminate upon consolidation. |
Debt and Capital Lease Obligati
Debt and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Capital Lease Obligations | 8. Debt and Capital Lease Obligations Outstanding debt and capital lease obligations consist of the following (in thousands): December 31, 2017 2016 U.S. Credit Agreement: Revolving loan $ 13,234 $ 20,825 Term loan 27,000 29,438 Equipment loan 4,205 3,596 Debt issuance costs (376 ) (525 ) Master lease agreements: Capital leases 2,903 5,838 Other financing 232 439 Other 128 88 Total 47,326 59,699 Less current portion of long-term debt 9,460 7,300 Long-term debt, less current portion $ 37,866 $ 52,399 U.S. Credit Agreement In August 2015, PFSweb, Inc. and its U.S. subsidiaries entered into a credit agreement (“Credit Agreement”) with Regions Bank, as agent for itself and one or more future lenders (the “Lenders”). The Credit Agreement replaced the Company’s previously existing credit facilities with Wells Fargo Bank, National Association (“Wells Fargo”) and Comerica Bank (“Comerica”). During 2015, as contemplated by the Credit Agreement, the Credit Agreement was expanded to also include Bank of America N.A. and HSBC Bank USA, National Association. Under the Credit Agreement, and subject to the terms set forth therein, the Lenders have agreed to provide PFS In connection with the Credit Agreement, the Company paid $0.7 million of fees, which are being amortized through the life of the Credit Agreement and are reflected as a net reduction in debt. The Credit Agreement is secured by a lien on substantially all of the assets In June 2016, PFSweb also entered into a Master Agreement with Regions Bank to provide equipment loans financing for certain capital expenditures. Debt Covenants To the extent the Company or any of its subsidiaries fail to comply with its covenants applicable to its debt or inventory financing obligations, including the periodic financial covenant requirements, such as profitability and cash flow, and required level of shareholders’ equity or net worth (as defined), the Company would be required to obtain a waiver from the lender or the lender would be entitled to accelerate the repayment of any outstanding credit facility obligations, and exercise all other rights and remedies, including sale of collateral and enforcement of payment under the Company parent guarantee. Any acceleration of the repayment of the credit facilities may have a material adverse impact on the Company’s financial condition and results of operations and no assurance can be given that the Company would have the financial ability to repay all of such obligations. At December 31, 2017 and 2016, the Company had restricted net assets of approximately $63.3 million and $71.6 million, respectively. As of December 31, 2017, the Company was in compliance with all debt covenants. Master Lease Agreements The Company has various agreements that provide for leasing or financing transactions of equipment and other assets and will continue to enter into such arrangements as needed to finance the purchasing or leasing of certain equipment or other assets. Borrowings under these agreements, which generally have terms of three to five years, are generally secured by the related equipment, and in certain cases, by a Company parent guarantee. Debt and Capital Lease Maturities The Company’s aggregate maturities of debt subsequent to December 31, 2017 are as follows, excluding $0.4 million in debt issuance costs that reduce the carrying amount of the debt (in thousands): Years ended December 31, 2018 $ 4,075 2019 3,902 2020 35,215 2021 1,034 2022 197 Total $ 44,423 The following is a schedule of the Company’s future minimum lease payments under the capital leases, together with the present value of the net minimum lease payments as of December 31, 2017 (in thousands): Years ended December 31, 2018 $ 2,256 2019 696 2020 80 2021 — 2022 — Total minimum lease payments $ 3,032 Less amount representing interest at rates ranging from 4.75% to 7.06% $ (129 ) Present value of net minimum lease payments 2,903 Less: Current portion (2,151 ) Long-term capital lease obligations $ 752 |
Stock and Stock Options
Stock and Stock Options | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock and Stock Options | 9. Stock and Stock Options Preferred Stock Purchase Rights On June 8, 2000, the Company’s Board of Directors declared a dividend distribution of one preferred stock purchase right (a “Right”) for each share of the Company’s common stock outstanding on July 6, 2000 and each share of common stock issued thereafter. Each Right entitles the registered shareholders to purchase from the Company one one-thousandth of a share of preferred stock at an exercise price of $65, subject to adjustment. The Rights are not currently exercisable, but would become exercisable if certain events occurred relating to a person or group acquiring or attempting to acquire 20 percent or more of the Company’s outstanding shares of common stock. The Rights expire 30 days after the Company’s 2018 Annual Meeting unless continuation of the Rights Agreement is approved by the stockholders of the Company at the 2018 Annual Meeting. Stock Compensation Plans The Company has an Employee Stock and Incentive Plan (the “Employee Plan”), as amended and restated, under which an aggregate of 5,942,340 shares The Company issues Restricted Shares to the Company’s executives and senior management, pursuant to which such employees are eligible to receive future grants of shares of the Company’s stock subject to various vesting and/or performance criteria. The weighted average fair value per share of Restricted Shares granted during the years ended December 31, 2017, 2016 and 2015 was $ 6.43, The underlying stock certificates for the Restricted Shares that vested December 31, 2017 are expected to be issued during the quarter ending March 31, 2018. The underlying stock certificates for the Restricted Shares that vested December 31, 2016 were issued during the quarter ended March 31, 2017. Based on the Company’s 2016 financial performance, no Restricted Shares were issued under the 2016 Performance Based Share Awards. Total stock-based compensation expense was $3.3 million, is $2.6 million approximately 1.5 years As of December 31, 2017, there were 860,256 Stock Options The rights to purchase shares under employee stock option agreements issued under the Plan typically vest over a three-year period, one-twelfth each quarter. Stock options must be exercised within 10 years from the date of grant. Stock options are generally issued such that the exercise price is equal to the market value of the Company’s common stock at the date of grant. The following tables summarize stock option activity under the Plans: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Exercise Life (in Value (in Shares Price Per Share Price years) millions) Outstanding, December 31, 2016 1,215,054 $1.01 - $15.36 $ 7.56 Granted 55,500 $6.69 - $8.35 $ 7.45 Exercised (168,823 ) $1.46 - $5.61 $ 4.56 Canceled (65,889 ) $1.01 - $14.66 $ 10.36 Outstanding, December 31, 2017 1,035,842 $1.46 - $15.36 $ 7.87 Exercisable, December 31, 2017 886,679 $1.46 - $15.36 $ 7.33 5.1 $ 1.5 Exercisable and expected to vest, December 31, 2017 1,027,181 $1.46 - $15.36 $ 7.83 5.6 $ 1.5 The weighted average fair value per share of options granted during the years ended December 31, 2017, 2016 and 2015 was $ 3.58, The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants of options under the Plans: Year Ended December 31, 2017 2016 2015 Expected dividend yield — — — Expected stock price volatility 46% - 50% 50% - 63% 63% - 68% Risk-free interest rate 2.0% - 2.2% 1.4% - 1.9% 1.5% - 1.8% Expected life of options (years) 6 6 6 The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock-price volatility. The assumptions listed above represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if other assumptions had been used, the Company’s recorded and pro forma stock-based compensation expense could have been different. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the share-based compensation expense could be materially different. The Company calculates the expected stock price volatility using the Company’s historical stock price during the expected term immediately preceding a stock option grant date. The Company has not paid dividends in the past and does not anticipate paying dividends in the future. Service-Based Restricted Stock and Unit Awards The Company’s service-based restricted stock and unit awards are valued at the quoted market price of the Company’s common stock as of the date of grant and vest over a range of two to four years. Shares that do not vest on a scheduled vesting date due to a failure to satisfy vesting or performance criteria are forfeited and do not vest in future periods. The following table summarizes the service-based restricted stock and unit award activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 14,763 $ 11.26 Granted 187,556 $ 6.46 Vested (67,546 ) $ 7.40 Canceled (22,204 ) $ 6.74 Unvested restricted stock at December 31, 2017 112,569 $ 6.47 Performance-Based Restricted Stock and Unit Awards Pursuant to the Employee Plan, the Company grants restricted stock and unit awards that vest upon reaching certain performance targets, and individual performance goals, which historically have been based on the Company’s financial performance, Company operating income and other financial metrics for the current and/or future years. Such awards generally are subject to annual vesting from three to four years based upon continued employment and the achievement of the defined performance criteria. The following table summarizes the performance-based restricted stock and unit award activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 61,818 $ 6.40 Granted 226,887 $ 7.10 Vested — $ - Canceled (223,451 ) $ 7.11 Unvested restricted stock at December 31, 2017 65,254 $ 6.40 Market-Based Restricted Stock and Unit Awards Pursuant to the Employee Plan, the Company grants restricted stock and unit awards that vest upon the achievement of certain defined total stockholder return targets using the companies in the Russell Micro Cap Index as a comparative group for current and/or future years . are subject to annual vesting from three to four years based upon continued employment and the achievement of the defined performance criteria. The following table summarized the market-based restricted stock and unit award activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 63,128 $ 7.83 Granted 197,880 $ 5.65 Vested (9,149 ) $ 5.06 Canceled (47,109 ) $ 7.37 Unvested restricted stock at December 31, 2017 204,750 $ 5.95 The fair value of each market-based restricted stock and unit award grant is estimated on the date of grant using a Monte-Carlo simulation with the following assumptions used for grants under the Plans: Year Ended December 31, 2017 2016 2015 Expected dividend yield — — — Expected stock price volatility 40.9% 34.6% 32.2% Risk-free interest rate 1.4% 0.8% 1.3% Expected term (years) 3 4 4 Weighted average grant date fair value $4.92-$7.65 $2.26-$5.15 $6.74-$12.87 Stock Units Each non-employee Director of the Company’s Board of Directors (the “Board”) receives a quarterly retainer (the “Retainer”) of $25,000, payable on or about the first day of each quarter, through the issuance of an equity-based award (an “Award”) under the Employee Plan in the form of a Deferred Stock Unit (a “DSU”). The number of DSUs is determined by dividing the Retainer by the immediately preceding closing price of the Common Stock. Each DSU represents the right to receive an equal number of shares of Common Stock upon the retirement, resignation or termination of service from the Board. The following table summarizes the DSU activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested deferred stock at December 31, 2016 118,346 $ 10.77 Granted 63,960 $ 7.82 Vested — $ - Unvested deferred stock at December 31, 2017 182,306 $ 9.74 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The consolidated income (loss) from continuing operations before income taxes, by domestic and foreign entities, is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Domestic $ (2,981 ) $ (6,362 ) $ (9,010 ) Foreign 841 1,199 2,646 Total $ (2,140 ) $ (5,163 ) $ (6,364 ) A reconciliation of the difference between the expected income tax expense (benefit) from continuing operations at the U.S. federal statutory corporate tax rate of 34% and the Company’s effective tax rate is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Income tax benefit computed at statutory rate $ (728 ) $ (1,755 ) $ (2,164 ) Foreign dividends received 591 388 193 Items not deductible for tax purposes 663 (956 ) 467 Change in valuation allowance (10,503 ) 4,285 1,940 Impact of Tax Reform Act 12,112 — — State taxes 558 568 477 Foreign exchange rate difference (102 ) (67 ) 258 Net operating loss adjustments — 183 167 Prior year return-to-provision true-up (932 ) (127 ) (21 ) Other 165 (152 ) 180 Provision for income taxes $ 1,824 $ 2,367 $ 1,497 On December 22, 2017, the United States government enacted the Tax Cuts and Jobs Act, commonly referred to as the Tax Reform Act. The Tax Reform Act includes significant changes to the U.S. income tax system, including, but not limited to: a federal corporate rate reduction from %; limitations on the deductibility of interest expense and executive compensation; repeal of the Alternative Minimum Tax (“AMT”); full expensing provisions related to business assets; creation of new minimum taxes, such as the base erosion anti-abuse tax (“BEAT”) and Global Intangible Low Taxed Income (“GILTI”) tax; and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system, which will result in a one time U.S. tax liability on those earnings which have not previously been repatriated to the U.S. (the “Transition Tax”). The provisional impacts of this legislation are outlined below: • Beginning January 1, 2018, the U.S. corporate income tax rate will be 21%. The Company is required to recognize the impacts of this rate change on its deferred tax assets and liabilities in the period enacted. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Tax Reform Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount related to the remeasurement of our deferred tax balance was $12.1 million • The Transition Tax on unrepatriated foreign earnings is a tax on previously untaxed accumulated and current earnings and profits ("E&P") of the Company's foreign subsidiaries. To determine the amount of the Transition Tax, the Company must determine, among other factors, the amount of post-1986 E&P of its foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. Based on the Company’s reasonable estimate of the Transition Tax, there is no provisional Transition Tax expense. The Company has not completed accounting for the income tax effects of the transition tax and is continuing to evaluate this provision of the Tax Reform Act. • The Tax Reform Act creates a new requirement that GILTI income earned by foreign subsidiaries must be included currently in the gross income of the U.S. shareholder. Due to the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision of the Tax Reform Act. Under U.S. GAAP, the Company is permitted to make an accounting policy election to either treat taxes due on future inclusions in U.S. taxable income related to GILTI as a current period expense when incurred or to factor such amounts into the Company's measurement of its deferred taxes. The Company has not yet completed its analysis of the GILTI tax rules and is not yet able to reasonably estimate the effect of this provision of the Tax Reform Act or make an accounting policy election for the accounting treatment whether to record deferred taxes attributable to the GILTI tax. The Company has not recorded any amounts related to potential GILTI tax in the Company’s consolidated financial statements. The income tax effects recorded in the Company’s consolidated financial statements as a result of the Tax Reform Act are provisional in accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin number 118 (“SAB 118”) as the Company has not yet completed its evaluation of the impact of the new law. SAB 118 allows for a measurement period of up to one year after the enactment date of the Tax Reform Act to finalize the recording of the related tax impacts. The preliminary net tax effects recorded may differ in the future due to changes in the interpretations of the Tax Reform Act, legislative action, and changes to estimates we have utilized to calculate the tax impact. We expect to finalize the tax analysis related to the Tax Reform Act with the filing of our tax return and record any differences between the final and provisional amounts in the 2018 fourth quarter at that time, if any. Current and deferred income tax expense (benefit) is summarized as follows (in thousands): December 31, 2017 2016 2015 Current Domestic $ 3 $ 19 $ 27 State 558 568 479 Foreign 1,537 957 933 Total Current 2,098 1,544 1,439 Deferred Domestic 127 824 — State 12 3 3 Foreign (413 ) (4 ) 55 Total Deferred (274 ) 823 58 Provision for income taxes $ 1,824 $ 2,367 $ 1,497 The components of the deferred tax asset (liability) are as follows (in thousands): Year Ended December 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 77 $ 606 Inventory reserve 100 185 Property and equipment 708 244 Accrued expenses 1,353 1,803 Net operating loss carryforwards 14,608 23,883 Other 5,994 6,182 22,840 32,903 Less - Valuation allowance 22,222 32,725 Total deferred tax assets 618 178 Deferred tax liabilities: Other (951 ) (824 ) Total deferred tax liabilities (951 ) (824 ) Deferred tax assets (liabilities), net $ (333 ) $ (646 ) Management believes that PFSweb has not established a sufficient history of earnings, on a stand-alone basis, to support the more likely than not realization of certain deferred tax assets in excess of existing taxable temporary differences. A valuation allowance has been provided for the majority of these net deferred income tax assets as of December 31, 2017 and 2016. The remaining net deferred tax assets at both December 31, 2017 and 2016 primarily relate to the Company’s European operations and certain state tax benefits and are included in other non-current and current assets on the consolidated balance sheets. At December 31, 2017, net operating loss (“NOL”) carryforwards relate to taxable losses of PFSweb’s Canadian subsidiary totaling approximately $3.6 million and PFSweb’s U.S. subsidiaries totaling approximately $61.2 million that expire at various dates from 2019 through 2036. The U.S. NOL also includes approximately $4.4 million of NOL created before February 2006 subject to annual limits of $1.4 million, and $0.2 million acquired September 2014 subject to annual limits of $0.1 million under IRS Section 382. The Company evaluates its tax positions for potential liabilities associated with unrecognized tax benefits. The Company does not expect to record unrecognized tax benefits in the next twelve months. For federal income tax purposes, tax years that remain subject to examination include years 2014 through 2017. However, the utilization of net operating loss carryforwards that arose prior to 2014 remains subject to examination through the years such carryforwards are utilized. For Europe, tax years that remain subject to examination include years 2015 to 2017. For Canada, tax years that remain subject to examination include years 2009 to 2017, depending on the subsidiary. For state income tax purposes, the tax years that remain subject to examination include years 2013 to 2017, depending upon the jurisdiction in which the Company files tax returns. The Company and its subsidiaries have various income tax returns in the process of examination. The Company does not expect these examinations will result in unrecognized tax benefits. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic and diluted net loss per share are computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. The following equity awards have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive: 1.0 million, 1.2 million and 1.3 million stock options for the years ended December 31, 2017, 2016 and 2015, respectively; 0.4 million, 0.2 million and 0.7 million performance shares and restricted stock units for the years ended December 31, 2017, 2016 and 2015, respectively; and 0.2 million, 0.1 million and 0.1 million deferred stock units for the years ended December 31, 2017, 2016 and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company leases facilities, warehouse and office space and transportation and other equipment under operating leases expiring in various years through 2026. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced by other similar leases. The Company’s facility leases generally contain one or more renewal options. Minimum future annual rental payments under non-cancelable operating leases having original terms in excess of one year are as follows (in thousands): Operating Lease Payments Year ended December 31, 2018 $ 10,217 2019 9,730 2020 9,168 2021 8,261 2022 7,496 Thereafter 13,888 Total $ 58,760 Total rental expense under operating leases approximated $11.3 million, $11.2 million and $8.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Company received municipal tax abatements in certain locations. In prior years, the Company received notice from a municipality that it did not satisfy certain criteria necessary to maintain the abatements and that the municipal authority planned to make an adjustment to the Company’s tax abatement. The Company disputed the adjustment and such dispute has been settled with the municipality. However, the amount of additional property taxes to be assessed against the Company and the timing of the related payments has not been finalized. As of December 31, 2017, the Company believes it has adequately accrued for the expected assessment. In April 2010, a sales employee of eCOST.com, Inc. (“eCOST”, the former name of Retail Connect) was charged with violating various federal criminal statutes in connection with the sales of eCOST products to certain customers, and approximately $0.6 million held in an eCOST deposit account was seized and turned over to the Office of the U.S. Attorney in connection with such activity. In August 2012, the employee pleaded guilty to a misdemeanor. Neither the Company nor eCOST were charged with any criminal activity. During 2015, the matter was settled, and $0.2 million of the subject funds were released to the Company. The Company recorded a $0.4 million expense, included as a component of selling, general and administrative expenses in the consolidated statements of operations, to properly reflect the settlement. The Company is subject to claims in the ordinary course of business, including claims of alleged infringement by the Company or its subsidiaries of the patents, trademarks and other intellectual property rights of third parties. PFS is generally required to indemnify its service fee clients against any third party claims asserted against such clients alleging infringement by PFS of the patents, trademarks and other intellectual property rights of third parties. In the opinion of management, any liabilities resulting from these claims, would not have a material adverse effect on the Company’s financial position or results of operations. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 13. Segment and Geographic Information The Company is currently organized into two primary operating segments, which generally align with the corporate organization structure. In the first segment, PFSweb is a global provider of various infrastructure, technology and digital agency solutions and operates as a service fee business. In the second operating segment, Business and Retail Connect, subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. In this segment, the Company generally recognizes product revenue. Goodwill acquired through acquisitions is recognized as part of the PFSweb segment. Year Ended December 31, 2017 2016 2015 Revenues (in thousands): PFSweb $ 283,270 $ 284,331 $ 228,504 Business and Retail Connect 63,060 68,097 76,142 Eliminations (19,505 ) (17,785 ) (16,377 ) $ 326,825 $ 334,643 $ 288,269 Income (loss) from operations (in thousands): PFSweb $ (2,127 ) $ (5,730 ) $ (6,338 ) Business and Retail Connect 2,725 2,890 1,731 $ 598 $ (2,840 ) $ (4,607 ) Depreciation and amortization (in thousands): PFSweb $ 14,883 $ 15,355 $ 14,763 Business and Retail Connect 16 22 68 $ 14,899 $ 15,377 $ 14,831 Capital expenditures (in thousands): PFSweb $ 4,652 $ 8,683 $ 4,489 Business and Retail Connect — 30 — $ 4,652 $ 8,713 $ 4,489 December 31, 2017 2016 Assets (in thousands): PFSweb $ 157,585 $ 167,152 Business and Retail Connect 40,851 55,559 Eliminations (12,649 ) (11,375 ) $ 185,787 $ 211,336 Geographic areas in which the Company operates include the United States, Europe (primarily Belgium and U.K.), Canada and India. Substantially all of the services performed in India support client arrangements in the United States, where the resulting revenue is reported. The following is geographic information by area. Revenues are attributed based on the Company’s domicile. Year Ended December 31, 2017 2016 2015 Revenues (in thousands): United States $ 265,144 $ 280,323 $ 243,745 Europe 55,943 47,739 42,438 Canada 5,847 7,511 6,306 India 8,747 6,260 3,311 Inter-segment Eliminations (8,856 ) (7,190 ) (7,531 ) $ 326,825 $ 334,643 $ 288,269 December 31, 2017 2016 Long-lived assets (in thousands): United States $ 62,257 $ 70,313 Europe 10,425 11,182 Canada 170 202 India 4,256 4,095 $ 77,108 $ 85,792 |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Savings Plan | 14. Employee Savings Plan The Company has a defined contribution employee savings plan under Section 401(k) of the Internal Revenue Code. Substantially all full-time and part-time U.S. employees are eligible to participate in the plan. The Company, at its discretion, may match employee contributions to the plan and also make an additional matching contribution in the form of profit sharing in recognition of the Company’s performance. The Company contributed approximately $0.5 million $0.4 million and $0.3 million during the years ended December 31, 2017, 2016 and 2015, respectively, to match an approved percentage of employee contributions. |
Quarterly Data - Seasonality (
Quarterly Data - Seasonality (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data - Seasonality (Unaudited) | 15. Quarterly Data – Seasonality (Unaudited) The seasonality of the Company’s business is dependent upon the seasonality of its clients’ business and their sale of products. Management believes that with the Company’s current client mix and their clients’ business volumes, the Company’s service fee revenue business activity and pass-through revenue is at its highest in the quarter ended December 31 subject to transactional volumes of its clients. Supplier Distributors’ product revenue business activity is generally expected to be more evenly distributed throughout the year. The Company’s fourth quarter accounted for 28.4% and 30.6% of its net revenues for the years ended December 31, 2017 and 2016, respectively. The estimated performance-based liability related to the CrossView acquisition was increased by $3.7 million during the three months ended December 31, 2016 based on CrossView’s 2016 financial performance and updated projections for 2017. Unaudited quarterly results of operations for the years ended December 31, 2017 and 2016 were as follows (amounts in thousands, except per share data): Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2017 Total revenues $ 78,768 $ 78,066 $ 77,318 $ 92,673 (Loss) income from operations (3,444 ) (1,570 ) 1,167 4,445 Net (loss) income (4,856 ) (2,596 ) (98 ) 3,586 Basic (loss) earnings per common share $ (0.26 ) $ (0.14 ) $ (0.01 ) $ 0.19 Diluted (loss) earnings per common share $ (0.26 ) $ (0.14 ) $ (0.01 ) $ 0.19 Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2016 Total revenues $ 75,080 $ 77,199 $ 79,910 $ 102,454 Income (loss) from operations 198 (1,385 ) (6 ) (1,647 ) Net loss (752 ) (2,182 ) (1,039 ) (3,557 ) Basic and diluted loss per common share $ (0.04 ) $ (0.12 ) $ (0.06 ) $ (0.19 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events In January 2018, Supplies Distributors entered into Amendment No. 19 to the IBM Credit Facility. The Amended IBM Credit Facility adjusts the minimum borrowing under the facility from $13.0 million to $11.0 million and lowers the minimum PFS Subordinated Note receivable PFSweb is required to maintain from $2.5 million to $1.0 million. |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SCHEDULE I PFSWEB, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS – PARENT COMPANY ONLY (In thousands) December 31, December 31, 2017 2016 ASSETS: Cash and cash equivalents $ 618 $ 144 Total current assets 618 144 Investment in subsidiaries 54,981 52,725 Total assets $ 55,599 $ 52,869 LIABILITIES: Performance-based contingent payments $ 3,967 $ 2,405 Total current liabilities 3,967 2,405 Performance-based contingent payments, less current portion — 1,678 Payable to subsidiaries 10,335 8,503 Total liabilities 14,302 12,586 SHAREHOLDERS’ EQUITY: Preferred stock — — Common stock 19 19 Additional paid-in capital 150,614 146,286 Accumulated deficit (109,281 ) (105,317 ) Accumulated other comprehensive income 70 (580 ) Treasury stock (125 ) (125 ) Total shareholders’ equity 41,297 40,283 Total liabilities and shareholders’ equity $ 55,599 $ 52,869 The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. SCHEDULE I PFSWEB, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF OPERATIONS – PARENT COMPANY ONLY FOR THE YEARS ENDED DECEMBER 31 (In thousands) 2017 2016 2015 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and administrative expenses $ 5,451 $ 3,008 $ 5,594 Equity in net (income) loss of consolidated subsidiaries (1,611 ) 4,408 2,130 Total operating expenses 3,840 7,416 7,724 Interest expense 124 114 137 NET LOSS $ (3,964 ) $ (7,530 ) $ (7,861 ) The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. SCHEDULE I PFSWEB, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOWS – PARENT COMPANY ONLY FOR THE YEARS ENDED DECEMBER 31 (In thousands) 2017 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (3,964 ) $ (7,530 ) $ (7,861 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 3,333 2,111 4,637 Non-cash compensation expense 128 — — Change in performance-based contingent payments 2,242 1,011 891 Equity in net (income) loss of consolidated subsidiaries (1,611 ) 4,408 2,130 Net cash provided by (used) in operating activities 128 — (203 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions, net of cash acquired — (8,359 ) (31,619 ) Net cash used in investing activities — (8,359 ) (31,619 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 770 1,203 1,483 Payments on performance-based contingent payments (2,004 ) (6,354 ) — Increase in payable from subsidiaries, net 1,580 13,349 30,089 Net cash provided by financing activities 346 8,198 31,572 NET INCREASE (DECREASE) IN CASH 474 (161 ) (250 ) CASH AND CASH EQUIVALENTS, beginning of period 144 305 555 CASH AND CASH EQUIVALENTS, end of period $ 618 $ 144 $ 305 The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation And Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II PFSWEB, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31 (Amounts in thousands) Additions Balance at Charges to Charges to Balance Beginning Cost and Other at end of Period Expenses Accounts Deductions of Period Year Ended December 31, 2017: Allowance for doubtful accounts $ 494 $ (26 ) $ — $ (95 ) $ 373 Reserve for excess and obsolete inventory $ 568 $ 58 $ — $ (284 ) $ 342 Year Ended December 31, 2016: Allowance for doubtful accounts $ 600 $ 4 $ — $ (110 ) $ 494 Reserve for excess and obsolete inventory $ 739 $ 57 $ — $ (228 ) $ 568 Year Ended December 31, 2015: Allowance for doubtful accounts $ 447 $ 187 $ — $ (34 ) $ 600 Reserve for excess and obsolete inventory $ 768 $ 93 $ — $ (122 ) $ 739 |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues and selling, general and administrative expenses in these consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s consolidated financial statements are fairly stated in accordance with US GAAP, and provide a fair presentation of the Company’s financial position and results of operations. |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company derives revenue primarily from services provided under contractual arrangements with its clients or from the sale of products under its distributor agreements. The following revenue recognition policies define the manner in which the Company accounts for sales transactions. The Company recognizes revenue when persuasive evidence of a sales arrangement exists, product shipment or delivery has occurred or services have been rendered, the sales price or fee is fixed or determinable, and collectability is reasonably assured. In instances where revenue is derived from sales of third-party vendor products or services, the Company records revenue on a gross basis when the Company is a principal to the transaction and net of costs when the Company is acting as an agent between the customer or client and the vendor. The Company considers several factors to determine whether it is a principal or an agent, most notably whether the Company is the primary obligor to the vendor or customer, has established its own pricing and has inventory and credit risks, if applicable. Service Fee Revenue Activity The Company’s service fee revenue primarily relates to its distribution services, order management/customer care services, professional digital agency and technology services. The Company typically charges its service fee revenue on either a cost-plus basis, a percent of shipped revenue basis, on a time and materials, project or retainer basis for professional services, or a per transaction basis, such as a per item basis for fulfillment services or a per labor hour basis for web-enabled customer contact center services. Additional fees are billed for other services. The Company evaluates its contractual arrangements to determine whether or not they include multiple service elements. Revenue recognition is determined for the separate service elements of the contract in accordance with the requirements of Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” Distribution services relate primarily to inventory management, product receiving, warehousing and fulfillment (i.e., picking, packing and shipping) and facilities and operations management. Service fee revenue for these activities is recognized as earned, which is either (i) on a per transaction basis or (ii) at the time of product fulfillment, which occurs at the completion of the distribution services. Order management/customer care services relate primarily to taking customer orders for the Company’s clients’ products. These services also include addressing customer questions related to orders, as well as cross-selling/up-selling activities. Service fee revenue for this activity is recognized as the services are rendered. Fees charged to the client are on a per transaction basis based on either (i) a pre-determined fee per order or fee per telephone minutes incurred, (ii) a per dedicated agent fee, or (iii) are included in the product fulfillment service fees that are recognized on product shipment. Professional consulting and technology service revenues primarily relate to design, implementation, service and support of eCommerce platforms, website design and solutions and quality control for the Company’s clients. Additionally, the Company provides digital agency services that enable client marketing programs to attract new customers, convert buyers and increase website value. These fees are typically charged on either a per labor hour or transaction basis, a dedicated resource model, a fixed price arrangement, or a percent of merchandise shipped basis. Service fee revenue for this activity is generally recognized as the services are rendered. The Company performs front-end set-up and integration services to support client eCommerce platforms and websites. When the Company determines these front-end set-up and integration services do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received and the related costs, and recognizes them over the expected performance period. When the Company determines these front-end set-up and integration services do meet the criteria for recognition as a separate unit of accounting, for time and material arrangements, the Company recognizes revenue as services are rendered and costs as they are incurred. For fixed-price arrangements, the Company uses the completed contract method to recognize revenues and costs if reasonable and reliable cost estimates for a project cannot be made. If reasonable and reliable costs estimates for a project can be made, the Company recognizes revenue over the expected performance period on a proportional performance basis, as determined by the relationship of actual costs incurred compared to the estimated total contract costs. The Company’s billings for reimbursement of out-of-pocket expenses, including travel and certain third-party vendor expenses, such as shipping and handling costs and telecommunication charges, are included in pass-through revenue. The related reimbursable costs are reflected as cost of pass-through revenue. The Company’s cost of service fee revenue, representing the cost to provide the services described above, is recognized as incurred. Cost of service fee revenue also includes certain costs associated with technology collaboration and ongoing technology support that include maintenance, web hosting and other ongoing programming activities. These activities are primarily performed to support the distribution and order management/customer care services and are recognized as incurred. Product Revenue Activity Depending on the terms of the customer arrangement, Supplies Distributors recognizes product revenue and product cost either upon the shipment of product to customers or when the customer receives the product. Supplies Distributors permits its customers to return product for credit against other purchases, which include returns for defective products (that Supplies Distributors then returns to the manufacturer) and incorrect shipments. Supplies Distributors provides a reserve for estimated returns and allowances and offers terms to its customers that it believes are standard for its industry. Freight costs billed to customers are reflected as components of product revenue. Freight costs incurred are recorded as a component of cost of product revenue. Under its distributor agreements, Supplies Distributors bills Ricoh for reimbursements of certain expenses, including: pass-through customer marketing programs, including rebates and coop funds; certain freight costs; direct costs incurred in passing on any price decreases offered by Ricoh to Supplies Distributors or its customers to cover price protection and certain special bids; the cost of products provided to replace defective product returned by customers; and certain other expenses as defined. Supplies Distributors records these reimbursable amounts as they are incurred as other receivables in the consolidated balance sheet with a corresponding reduction in either inventory or cost of product revenue. Supplies Distributors also records pass-through customer marketing programs as a reduction of both product revenue and cost of product revenue. Deferred Revenues and Deferred Costs The Company primarily performs its distribution services, order management, customer care and certain other services under multiple year contracts, certain of which include early termination provisions, and clients are obligated to pay for services performed. In conjunction with these long-term contracts, the Company sometimes receives start-up fees to cover its implementation costs, including certain technology infrastructure and development costs. When the Company determines that these start-up and integration activities do not meet the criteria for recognition as a separate unit of accounting, the Company defers the start-up fees received, and the related costs, and recognizes them over the expected performance period. The amortization of deferred revenue is included as a component of service fee revenue. The amortization of deferred implementation costs is included as a cost of service fee revenue. To the extent implementation costs for non-technology infrastructure and development exceed the corresponding fees received, the excess costs are expensed as incurred. Current and non-current deferred implementation costs, excluding technology and development costs, are a component of prepaid expenses and other current assets and other assets, respectively. |
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk During 2017 and 2016, no product customer or service fee client relationships represented more than 10% of the Company’s consolidated total net revenues. During 2015, one service fee client relationship, the United States Mint, represented approximately 11%, or $31.2 million, of the Company’s consolidated total net revenues. As of December 31, 2017, no client exceeded 10% of the Company’s total accounts receivable. As of December 31, 2016, one client exceeded 10% of the Company’s consolidated accounts receivable. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are defined as short-term highly liquid investments with original maturities, when acquired, of three months or less. At times, the Company has cash balances in domestic bank accounts that exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses related to these cash concentrations. |
Accounts Receivable | Accounts Receivable The Company recognizes revenue and records trade accounts receivable, pursuant to the methods described above, when collectability is reasonably assured. Collectability is evaluated in the aggregate and on an individual customer or client basis taking into consideration payment due date, historical payment trends, current financial position, results of independent credit evaluations and payment terms. Related reserves are determined by either using percentages applied to certain aged receivable categories based on historical results, reevaluated and adjusted as additional information is received, or a specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. |
Other Receivables | Other Receivables Other receivables primarily include amounts due from Ricoh for costs incurred by the Company under the distributor agreements and value added tax receivables. |
Inventories | Inventories Inventories (all of which are finished goods) are stated at the lower of weighted average cost and net realizable value. The Company establishes inventory reserves based upon estimates of declines in values due to inventories that are slow moving or obsolete, excess levels of inventory or values assessed at lower than cost. Supplies Distributors assumes responsibility for slow-moving inventory under its Ricoh distributor agreements, subject to certain termination rights, but has the right to return product rendered obsolete by engineering changes, as defined. In the event PFSweb, Supplies Distributors and Ricoh terminate the distributor agreements, the agreements provide for the parties to mutually agree on a plan of disposition of Supplies Distributors’ then existing inventory. |
Property and Equipment | Property and Equipment The Company makes judgments and estimates in conjunction with the carrying value of property and equipment, including amounts to be capitalized, depreciation and amortization methods and useful lives. Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Capitalized implementation costs are depreciated over the respective client expected performance period. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the remaining lease term. When events or changes in circumstances indicate that the carrying amount of our property and equipment might not be recoverable, the expected future undiscounted cash flows from the asset are estimated and compared with the carrying amount of the asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded. The impairment loss is measured by comparing the fair value of the asset with its carrying amount. Fair value is generally determined based on discounted cash flows or appraised values, as appropriate. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting, which requires the assets and liabilities to be recorded at their respective fair values as of the acquisition date in the consolidated financial statements. The determination of estimated fair value may require management to make significant estimates and assumptions. The purchase price is the fair value of the total consideration conveyed to the seller and the excess of the purchase price over the fair value of the acquired identifiable net assets, where applicable, is recorded as goodwill. The results of operations of an acquired business are included in the Company’s consolidated financial statements from the date of acquisition. Costs associated with the acquisition of a business are expensed in the period incurred. |
Definite-Lived Intangible Assets | Definite-Lived Intangible Assets The Company’s definite-lived intangible assets are primarily comprised of non-compete agreements, trade names, customer relationships and developed technology. Definite-lived intangible assets are amortized over their estimated useful life and only tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of the asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The impairment loss to be recorded would be the excess of the asset’s carrying value over its fair value. Fair value is determined using a discounted cash flow analysis or other valuation technique. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill and other intangible assets with indefinite lives are not amortized to operations, but instead are reviewed for impairment at least annually in the fourth quarter, or more frequently when there is an indicator of impairment. Goodwill impairment exists when a reporting unit’s goodwill carrying value exceeds its implied fair value. The Company has no intangible asset with indefinite useful lives, other than goodwill. ASU Topic 350: Testing Goodwill for Impairment In the event that the conclusion of Step 0 requires the two-step test, the first step compares the fair value of the reporting unit with its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. If the Company is required to perform the two-step test described in the preceding paragraph, it would determine fair value using generally accepted valuation techniques, including discounted cash flows and market multiple analyses. These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. The Company’s valuation methodology for assessing impairment would require management to make judgments and assumptions based on historical experience and projections of future operating performance. If these assumptions differ materially from future results, the Company may record impairment charges in the future. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of each of the Company’s foreign subsidiaries is local currency. Assets and liabilities are translated at exchange rates in effect at the end of the period, and income and expense items are translated at the average exchange rates on a monthly basis. Translation adjustments are accumulated and reported as a component of accumulated other comprehensive income in the consolidated statements of shareholders’ equity. The Company includes currency gains and losses on short-term intercompany advances in the determination of net income and loss. The Company reports gains and losses on intercompany foreign currency transactions that are of a long-term investment nature as a component of accumulated other comprehensive income in the consolidated statements of shareholders’ equity. |
Stock-Based Compensation | Stock-Based Compensation The Company uses stock-based compensation, including stock options, deferred stock units and other stock-based awards to provide long-term performance incentives for its executives, key employees and non-employee directors. From the service inception date to the grant date, the Company recognizes compensation cost for all share-based payments based on the reporting date fair value of the award. After the grant date, compensation cost is measured based on the grant date fair value. Depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis, net of estimated forfeitures, over the requisite service period of each award. The Company records compensation cost as a component of selling, general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model and estimates the compensation cost for certain of the awards that have a performance condition using a Monte-Carlo simulation. The estimated fair value for awards involves assumptions for expected dividend yield, stock price volatility, risk-free interest rates and the expected life of the award. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes interest and penalties related to certain tax positions in income tax expense and monitors uncertain tax positions and recognizes tax benefits only when management believes the relevant tax positions would more likely than not be sustained upon examination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 825, Financial Instruments Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The carrying value of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, debt and capital lease obligations, approximate their fair values at December 31, 2017 and 2016 based on short terms to maturity or current market prices and interest rates or observable inputs such as quoted prices in active markets. Nonrecurring Fair Value Measurements The purchase price of business acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with any excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value of assets and liabilities. Non-financial assets such as goodwill, intangible assets, software development costs and property and equipment are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards Pronouncements Recently Adopted In July 2015, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”), which modifies existing requirements regarding measuring inventory at the lower of cost and market. Under existing standards, the market amount requires consideration of replacement cost, net realizable value (“NRV”), and NRV less an approximately normal profit margin. ASU 2015-11 replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. This standard is effective for the Company prospectively beginning January 1, 2017. Adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, As Amended (“ASU 2014-09”), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, provides companies with a single revenue recognition model for recognizing revenue from contracts with customers and significantly expands the disclosure requirements for revenue arrangements. The new standard, as amended, will be effective for the Company for interim and annual reporting periods beginning on January 1, 2018. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application with disclosure of results under the new and old standards for the first year of adoption. The Company will adopt the standard as of January 1, 2018, using the modified retrospective transition method. Under the modified retrospective transition method, the Company will calculate and record the cumulative effect of adopting the new standard at January 1, 2018 for all open contracts, in the Company’s Quarterly Report on Form 10-Q for the first quarter of 2018. Based on its evaluation process, the Company has identified certain potential areas of impact. Application of the new standard requires that incremental costs of obtaining a contract (including sales commissions plus any associated fringe benefits) be recognized as an asset and expensed over the expected life of the arrangement. Currently the Company expenses certain contract acquisition costs as incurred. Under the new standard the Company will defer incremental commission costs to obtain a contract and amortize those costs over the period of benefit. ASU 2014-09 allows, as a policy election, sales commissions related to contracts less than one year to be expensed as incurred instead of capitalized, as a practical expedient. The Company has elected this practical expedient. Therefore, only commissions related to contracts greater than one year will be capitalized. Additionally, the Company has reviewed the way it manages volume tiered discounts and penalties. Currently, revenue adjustments are recorded as discounts or penalties when incurred. Under ASU 2014-09, these items will be treated as variable consideration and good faith estimates will be made up front, which will have the impact of reducing some of the revenue. Variable consideration will be reassessed quarterly. Contract modifications under prior guidance were handled as modifications, if the adjustment was for additional hours on time and materials contracts, which were adjusted and charged as work is performed monthly. Under ASU 2014-09, we will continue to account for large scope changes with significant additional distinct services with related price increases that reflect our stand-alone selling price of the scope change as separate contracts. ASU 2014-09 allows, as a transition practical expedient, for contracts modified prior to the beginning of the earliest reporting period presented under the new standard (January 1, 2018 for the Company), an entity can reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented under the new standard when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to the satisfied and unsatisfied performance obligations for the modified contract at transition. We are electing this practical expedient. Based on contracts in process at December 31, 2017, the Company expects to record, upon adoption of ASU 2014-09, a net cumulative adjustment to shareholders’ equity not to exceed $1.0 million. The adjustment to retained earnings primarily relates to the modification of the amortization of implementation related deferred revenues and costs. Sales commissions were not a material amount for open contracts at December 31, 2017 and, therefore, will not have an impact at adoption. The Company will make certain presentation changes on its consolidated balance sheet to comply with the new standard. In February 2016, the FASB issued ASU No. 2016-02, “Leases” In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force” certain In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” ASU 2017-01 is not expected to have a material impact on the Company’s 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” On May 10, 2017, the FASB issued ASU No. 2017-09, “Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting” |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Change in Acquisition Related Performance-Based Contingent Payments | The following table presents the change in the acquisition related performance-based contingent payments for the years presented (in thousands): 2017 2016 2015 As of January 1, $ 4,083 $ 14,157 $ 5,392 Fair value at the time of acquisition - Conexus — 553 — Fair value at the time of acquisition - Moda — — 240 Fair value at the time of acquisition - CrossView — — 9,195 CrossView earn-out payments in common stock and cash (2,358 ) (7,941 ) — LAL and REV earn-out payments in common stock and cash — (3,750 ) (2,343 ) Change in fair value aggregate balances due 2,242 1,064 1,673 As of December 31, $ 3,967 $ 4,083 $ 14,157 |
Schedule of Pro Forma Information for Comparative Purposes Assuming Acquisition of CrossView and Conexus | The following table presents selected pro forma information, for comparative purposes, assuming the acquisition of CrossView had occurred on January 1, 2014 and acquisition of Conexus had occurred on January 1, 2015 (unaudited) (in thousands, except per share amounts): Year Ended December 31, 2016 2015 Total revenues $ 338,271 $ 317,214 Net loss (2,619 ) (6,548 ) Basic and diluted net loss per share (0.14 ) (0.37 ) |
Conexus | |
Business Acquisition [Line Items] | |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash $ 156 Accounts receivable, net 1,451 Other receivables 887 Other assets 421 Identifiable intangibles 2,035 Total assets acquired 4,950 Total liabilities assumed 2,218 Net assets acquired 2,732 Goodwill 6,336 Total purchase price $ 9,068 |
Schedule of Purchase Price | Purchase price for Conexus is as follows (in thousands): Aggregate cash payments $ 8,515 Performance-based contingent payments (based on estimated fair value at acquisition date) 553 Total purchase price $ 9,068 |
CrossView, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Accounts receivable $ 7,550 Other assets 590 Identifiable intangibles 9,050 Total assets acquired 17,190 Total liabilities assumed 2,556 Net assets acquired 14,634 Goodwill 30,221 Total purchase price $ 44,855 |
Schedule of Purchase Price | Purchase price for CrossView is as follows (in thousands, except share data and stock price): Number of shares of common stock issued 553,223 Multiplied by PFSweb, Inc.'s stock price $ 11.40 Share consideration $ 6,307 Aggregate cash payments 30,740 Performance-based contingent payments (based on estimated fair value at acquisition date) 9,195 Post-closing balance sheet reconciliation adjustment (1,387 ) Total purchase price $ 44,855 |
Moda | |
Business Acquisition [Line Items] | |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 126 Accounts receivable 335 Identifiable intangibles 340 Other assets 50 Total assets acquired 851 Total liabilities assumed 658 Net assets acquired 193 Goodwill 1,287 Total purchase price $ 1,480 |
Schedule of Purchase Price | Purchase price for Moda is as follows (in thousands, except share data and stock price): Number of shares of common stock issued 16,116 Multiplied by PFSweb, Inc.'s stock price $ 14.60 Share consideration contingent payments $ 235 Aggregate cash payments 1,005 Performance-based contingent payments (based on fair value at acquisition date) 240 Total purchase price $ 1,480 |
Deferred Revenues and Costs (Ta
Deferred Revenues and Costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Summary of Deferred Implementation Revenues and Costs | The following summarizes the deferred implementation revenues and costs, excluding technology and development costs (in thousands): December 31, 2017 2016 Deferred implementation revenues Current $ 7,405 $ 7,156 Non-Current 4,034 4,127 $ 11,439 $ 11,283 Deferred implementation costs Current $ 2,703 $ 2,770 Non-Current 1,047 1,337 $ 3,750 $ 4,107 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | The components of property and equipment as of December 31, 2017 and 2016 are as follows (in thousands): December, 31 Depreciable 2017 2016 Life Purchased and capitalized software costs $ 55,940 $ 52,409 2-7 years Furniture, fixtures and equipment 30,917 31,355 2-10 years Computer equipment 16,657 16,771 2-6 years Leasehold improvements 15,513 14,874 2-10 years In-process assets 1,376 830 120,403 116,239 Less-accumulated depreciation and amortization (96,225 ) (85,975 ) Property and equipment, net $ 24,178 $ 30,264 |
Goodwill and Identifiable Int29
Goodwill and Identifiable Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Identifiable Intangible Assets Acquired | The following table presents the gross carrying value and accumulated amortization for identifiable intangibles (in thousands): December 31, 2017 December 31, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Estimated Useful Life Value Amortization Value Value Amortization Value from Acquisition Trade names $ 1,250 $ (1,250 ) $ - $ 1,250 $ (773 ) $ 477 2.25 - 2.5 years Non-compete agreements 571 (499 ) 72 575 (341 ) 234 1- 3.5 years Leasehold 45 (45 ) - 45 (42 ) 3 2.5 years Customer relationships 10,154 (7,177 ) 2,977 10,287 (5,137 ) 5,150 1.6 - 9 years Developed technology 1,525 (1,219 ) 306 1,577 (622 ) 955 2.5-3 years Other intangibles 493 (477 ) 16 493 (448 ) 45 9 years Total definite-lived identifiable intangible assets $ 14,038 $ (10,667 ) $ 3,371 $ 14,227 $ (7,363 ) $ 6,864 |
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years is as follows (in thousands): 2018 $ 1,565 2019 670 2020 471 2021 282 2022 197 |
Debt and Capital Lease Obliga30
Debt and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt and Capital Lease Obligations | Outstanding debt and capital lease obligations consist of the following (in thousands): December 31, 2017 2016 U.S. Credit Agreement: Revolving loan $ 13,234 $ 20,825 Term loan 27,000 29,438 Equipment loan 4,205 3,596 Debt issuance costs (376 ) (525 ) Master lease agreements: Capital leases 2,903 5,838 Other financing 232 439 Other 128 88 Total 47,326 59,699 Less current portion of long-term debt 9,460 7,300 Long-term debt, less current portion $ 37,866 $ 52,399 |
Schedule of Aggregate Maturities of Debt | The Company’s aggregate maturities of debt subsequent to December 31, 2017 are as follows, excluding $0.4 million in debt issuance costs that reduce the carrying amount of the debt (in thousands): Years ended December 31, 2018 $ 4,075 2019 3,902 2020 35,215 2021 1,034 2022 197 Total $ 44,423 |
Schedule of Future Minimum Lease Payments Under Capital Leases | The following is a schedule of the Company’s future minimum lease payments under the capital leases, together with the present value of the net minimum lease payments as of December 31, 2017 (in thousands): Years ended December 31, 2018 $ 2,256 2019 696 2020 80 2021 — 2022 — Total minimum lease payments $ 3,032 Less amount representing interest at rates ranging from 4.75% to 7.06% $ (129 ) Present value of net minimum lease payments 2,903 Less: Current portion (2,151 ) Long-term capital lease obligations $ 752 |
Stock and Stock Options (Tables
Stock and Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Stock Option Activity Under the Stock Option Plans | The following tables summarize stock option activity under the Plans: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Exercise Life (in Value (in Shares Price Per Share Price years) millions) Outstanding, December 31, 2016 1,215,054 $1.01 - $15.36 $ 7.56 Granted 55,500 $6.69 - $8.35 $ 7.45 Exercised (168,823 ) $1.46 - $5.61 $ 4.56 Canceled (65,889 ) $1.01 - $14.66 $ 10.36 Outstanding, December 31, 2017 1,035,842 $1.46 - $15.36 $ 7.87 Exercisable, December 31, 2017 886,679 $1.46 - $15.36 $ 7.33 5.1 $ 1.5 Exercisable and expected to vest, December 31, 2017 1,027,181 $1.46 - $15.36 $ 7.83 5.6 $ 1.5 |
Schedule of Expected Life of the Stock Based Award and Stock Price Volatility | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants of options under the Plans: Year Ended December 31, 2017 2016 2015 Expected dividend yield — — — Expected stock price volatility 46% - 50% 50% - 63% 63% - 68% Risk-free interest rate 2.0% - 2.2% 1.4% - 1.9% 1.5% - 1.8% Expected life of options (years) 6 6 6 |
Service-Based Restricted Stock and Restricted Stock Unit Awards | |
Summary of Restricted Stock and Unit Award Activity | The following table summarizes the service-based restricted stock and unit award activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 14,763 $ 11.26 Granted 187,556 $ 6.46 Vested (67,546 ) $ 7.40 Canceled (22,204 ) $ 6.74 Unvested restricted stock at December 31, 2017 112,569 $ 6.47 |
Performance-Based Restricted Stock and Unit Awards | |
Summary of Restricted Stock and Unit Award Activity | The following table summarizes the performance-based restricted stock and unit award activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 61,818 $ 6.40 Granted 226,887 $ 7.10 Vested — $ - Canceled (223,451 ) $ 7.11 Unvested restricted stock at December 31, 2017 65,254 $ 6.40 |
Market-Based Restricted Stock and Unit Awards | |
Summary of Restricted Stock and Unit Award Activity | The following table summarized the market-based restricted stock and unit award activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 63,128 $ 7.83 Granted 197,880 $ 5.65 Vested (9,149 ) $ 5.06 Canceled (47,109 ) $ 7.37 Unvested restricted stock at December 31, 2017 204,750 $ 5.95 |
Summary of Market-Based Restricted Stock and Unit Award Grant Estimated Under the Plans | The fair value of each market-based restricted stock and unit award grant is estimated on the date of grant using a Monte-Carlo simulation with the following assumptions used for grants under the Plans: Year Ended December 31, 2017 2016 2015 Expected dividend yield — — — Expected stock price volatility 40.9% 34.6% 32.2% Risk-free interest rate 1.4% 0.8% 1.3% Expected term (years) 3 4 4 Weighted average grant date fair value $4.92-$7.65 $2.26-$5.15 $6.74-$12.87 |
DSU Award | |
Summary of Restricted Stock and Unit Award Activity | The following table summarizes the DSU activity for the year ended December 31, 2017: Weighted Average Grant Date Shares Fair Value per Share Unvested deferred stock at December 31, 2016 118,346 $ 10.77 Granted 63,960 $ 7.82 Vested — $ - Unvested deferred stock at December 31, 2017 182,306 $ 9.74 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Consolidated Income (Loss) From Continuing Operations before Income Taxes, By Domestic and Foreign Entities | The consolidated income (loss) from continuing operations before income taxes, by domestic and foreign entities, is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Domestic $ (2,981 ) $ (6,362 ) $ (9,010 ) Foreign 841 1,199 2,646 Total $ (2,140 ) $ (5,163 ) $ (6,364 ) |
Reconciliation of the Difference between Expected Income Tax Expense (Benefit) from Continuing Operations | A reconciliation of the difference between the expected income tax expense (benefit) from continuing operations at the U.S. federal statutory corporate tax rate of 34% and the Company’s effective tax rate is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Income tax benefit computed at statutory rate $ (728 ) $ (1,755 ) $ (2,164 ) Foreign dividends received 591 388 193 Items not deductible for tax purposes 663 (956 ) 467 Change in valuation allowance (10,503 ) 4,285 1,940 Impact of Tax Reform Act 12,112 — — State taxes 558 568 477 Foreign exchange rate difference (102 ) (67 ) 258 Net operating loss adjustments — 183 167 Prior year return-to-provision true-up (932 ) (127 ) (21 ) Other 165 (152 ) 180 Provision for income taxes $ 1,824 $ 2,367 $ 1,497 |
Summary of Current and Deferred Income Tax Expense (Benefit) | Current and deferred income tax expense (benefit) is summarized as follows (in thousands): December 31, 2017 2016 2015 Current Domestic $ 3 $ 19 $ 27 State 558 568 479 Foreign 1,537 957 933 Total Current 2,098 1,544 1,439 Deferred Domestic 127 824 — State 12 3 3 Foreign (413 ) (4 ) 55 Total Deferred (274 ) 823 58 Provision for income taxes $ 1,824 $ 2,367 $ 1,497 |
Components of the Deferred Tax Asset (Liability) | The components of the deferred tax asset (liability) are as follows (in thousands): Year Ended December 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 77 $ 606 Inventory reserve 100 185 Property and equipment 708 244 Accrued expenses 1,353 1,803 Net operating loss carryforwards 14,608 23,883 Other 5,994 6,182 22,840 32,903 Less - Valuation allowance 22,222 32,725 Total deferred tax assets 618 178 Deferred tax liabilities: Other (951 ) (824 ) Total deferred tax liabilities (951 ) (824 ) Deferred tax assets (liabilities), net $ (333 ) $ (646 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Future Annual Rental Payments Under Non-cancelable Operating Leases | Minimum future annual rental payments under non-cancelable operating leases having original terms in excess of one year are as follows (in thousands): Operating Lease Payments Year ended December 31, 2018 $ 10,217 2019 9,730 2020 9,168 2021 8,261 2022 7,496 Thereafter 13,888 Total $ 58,760 |
Segment and Geographic Inform34
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Product Revenue by Segments | The Company is currently organized into two primary operating segments, which generally align with the corporate organization structure. In the first segment, PFSweb is a global provider of various infrastructure, technology and digital agency solutions and operates as a service fee business. In the second operating segment, Business and Retail Connect, subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. In this segment, the Company generally recognizes product revenue. Goodwill acquired through acquisitions is recognized as part of the PFSweb segment. Year Ended December 31, 2017 2016 2015 Revenues (in thousands): PFSweb $ 283,270 $ 284,331 $ 228,504 Business and Retail Connect 63,060 68,097 76,142 Eliminations (19,505 ) (17,785 ) (16,377 ) $ 326,825 $ 334,643 $ 288,269 Income (loss) from operations (in thousands): PFSweb $ (2,127 ) $ (5,730 ) $ (6,338 ) Business and Retail Connect 2,725 2,890 1,731 $ 598 $ (2,840 ) $ (4,607 ) Depreciation and amortization (in thousands): PFSweb $ 14,883 $ 15,355 $ 14,763 Business and Retail Connect 16 22 68 $ 14,899 $ 15,377 $ 14,831 Capital expenditures (in thousands): PFSweb $ 4,652 $ 8,683 $ 4,489 Business and Retail Connect — 30 — $ 4,652 $ 8,713 $ 4,489 December 31, 2017 2016 Assets (in thousands): PFSweb $ 157,585 $ 167,152 Business and Retail Connect 40,851 55,559 Eliminations (12,649 ) (11,375 ) $ 185,787 $ 211,336 |
Schedule of Revenue Based on Geographic Area | Geographic areas in which the Company operates include the United States, Europe (primarily Belgium and U.K.), Canada and India. Substantially all of the services performed in India support client arrangements in the United States, where the resulting revenue is reported. The following is geographic information by area. Revenues are attributed based on the Company’s domicile. Year Ended December 31, 2017 2016 2015 Revenues (in thousands): United States $ 265,144 $ 280,323 $ 243,745 Europe 55,943 47,739 42,438 Canada 5,847 7,511 6,306 India 8,747 6,260 3,311 Inter-segment Eliminations (8,856 ) (7,190 ) (7,531 ) $ 326,825 $ 334,643 $ 288,269 December 31, 2017 2016 Long-lived assets (in thousands): United States $ 62,257 $ 70,313 Europe 10,425 11,182 Canada 170 202 India 4,256 4,095 $ 77,108 $ 85,792 |
Quarterly Data - Seasonality (U
Quarterly Data - Seasonality (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Unaudited Quarterly Results of Operations | Unaudited quarterly results of operations for the years ended December 31, 2017 and 2016 were as follows (amounts in thousands, except per share data): Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2017 Total revenues $ 78,768 $ 78,066 $ 77,318 $ 92,673 (Loss) income from operations (3,444 ) (1,570 ) 1,167 4,445 Net (loss) income (4,856 ) (2,596 ) (98 ) 3,586 Basic (loss) earnings per common share $ (0.26 ) $ (0.14 ) $ (0.01 ) $ 0.19 Diluted (loss) earnings per common share $ (0.26 ) $ (0.14 ) $ (0.01 ) $ 0.19 Quarter Ended March 31, June 30, September 30, December 31, Year Ended 2016 Total revenues $ 75,080 $ 77,199 $ 79,910 $ 102,454 Income (loss) from operations 198 (1,385 ) (6 ) (1,647 ) Net loss (752 ) (2,182 ) (1,039 ) (3,557 ) Basic and diluted loss per common share $ (0.04 ) $ (0.12 ) $ (0.06 ) $ (0.19 ) |
Significant Accounting Polici36
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Customer | Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($)Customer | |
Significant Accounting Policies [Line Items] | |||
Product revenue, net | $ 40,663,000 | $ 48,695,000 | $ 58,659,000 |
Intangible asset with indefinite useful lives, other than goodwill | $ 0 | ||
Accounting Standards Update 2014-09 | |||
Significant Accounting Policies [Line Items] | |||
Impact on adoption of accounting standards update | The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application with disclosure of results under the new and old standards for the first year of adoption. | ||
Accounting Standards Update 2014-09 | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Net adjustment to shareholders’ equity | $ 1,000,000 | ||
Sales revenue, Product Line and Services | |||
Significant Accounting Policies [Line Items] | |||
Number of customers representing more than 10% | Customer | 0 | 0 | |
Sales Revenue, Services, Net | |||
Significant Accounting Policies [Line Items] | |||
Number of customers representing more than 10% | Customer | 1 | ||
Sales Revenue, Services, Net | Credit Concentration Risk | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | 11.00% |
Product revenue, net | $ 31,200,000 | ||
Accounts Receivable | |||
Significant Accounting Policies [Line Items] | |||
Number of customers representing more than 10% | Customer | 0 | 1 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Jun. 08, 2016USD ($) | Jun. 08, 2016GBP (£) | Aug. 05, 2015USD ($)shares | Jun. 11, 2015USD ($)shares | Jun. 11, 2015GBP (£)shares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2016GBP (£) |
Business Acquisition [Line Items] | |||||||||||||||||
Service fee revenue | $ 233,580,000 | $ 226,165,000 | $ 182,175,000 | ||||||||||||||
Net (loss) income | $ 3,586,000 | $ (98,000) | $ (2,596,000) | $ (4,856,000) | $ (3,557,000) | $ (1,039,000) | $ (2,182,000) | $ (752,000) | (3,964,000) | (7,530,000) | (7,861,000) | ||||||
Total goodwill | 6,400,000 | ||||||||||||||||
Total acquisition related costs | 1,500,000 | 3,500,000 | |||||||||||||||
Conexus | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration paid | $ 8,515,000 | £ 5,855,000 | |||||||||||||||
Earn-out payments, maximum | 1,800,000 | 1,800,000 | £ 1,445,000 | ||||||||||||||
Business combination, liabilities recorded | 0 | 0 | |||||||||||||||
Service fee revenue | 3,300,000 | ||||||||||||||||
Net (loss) income | (800,000) | ||||||||||||||||
Total goodwill | 6,300,000 | ||||||||||||||||
Goodwill acquired, deductible for tax purposes | 0 | 0 | |||||||||||||||
CrossView, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration paid | $ 30,740,000 | ||||||||||||||||
Earn-out payments, maximum | $ 18,000,000 | ||||||||||||||||
Service fee revenue | 13,800,000 | ||||||||||||||||
Net (loss) income | 600,000 | ||||||||||||||||
Total goodwill | 30,200,000 | ||||||||||||||||
Number of shares of common stock issued | shares | 553,223 | ||||||||||||||||
Consideration paid through common stock, value | $ 6,300,000 | ||||||||||||||||
Earn-out payments, minimum | 0 | ||||||||||||||||
Consideration paid | $ 2,358,000 | 7,941,000 | |||||||||||||||
Share consideration | $ 6,307,000 | ||||||||||||||||
Goodwill amortization tax period | 15 years | ||||||||||||||||
CrossView, Inc. | 2015 Earn-out Payments | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration paid | 7,900,000 | ||||||||||||||||
CrossView, Inc. | 2016 Earn-out Payments | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Earn-out payments, maximum | 4,100,000 | 4,100,000 | |||||||||||||||
CrossView, Inc. | 2017 Earn-out Payments | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Earn-out payments, maximum | $ 4,000,000 | 4,100,000 | $ 4,000,000 | 4,100,000 | |||||||||||||
CrossView, Inc. | 2016 Earn-out Payments | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration paid | 2,400,000 | ||||||||||||||||
CrossView, Inc. | Restricted Stock | 2015 Earn-out Payments | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Share consideration | $ 1,600,000 | ||||||||||||||||
Issuance of restricted shares | shares | 122,066 | ||||||||||||||||
CrossView, Inc. | Restricted Stock | 2017 Earn-out Payments | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of common stock Issuable | 15.00% | ||||||||||||||||
CrossView, Inc. | Restricted Stock | 2016 Earn-out Payments | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Share consideration | $ 400,000 | ||||||||||||||||
Issuance of restricted shares | shares | 48,173 | ||||||||||||||||
Moda | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration paid | $ 1,005,000 | £ 650,000 | |||||||||||||||
Business combination, liabilities recorded | $ 0 | $ 0 | |||||||||||||||
Service fee revenue | 1,200,000 | ||||||||||||||||
Net (loss) income | $ (200,000) | ||||||||||||||||
Total goodwill | $ 1,300,000 | ||||||||||||||||
Goodwill acquired, deductible for tax purposes | $ 0 | $ 0 | |||||||||||||||
Number of shares of common stock issued | shares | 16,116 | 16,116 | |||||||||||||||
Share consideration | $ 235,000 | ||||||||||||||||
Moda | Restricted Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of shares of common stock issued | shares | 16,116 | 16,116 |
Acquisitions - Summary of the E
Acquisitions - Summary of the Estimated Fair Value of the Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 08, 2016 | Aug. 05, 2015 | Jun. 11, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 45,698 | $ 46,210 | |||
Conexus | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 156 | ||||
Accounts receivable, net | 1,451 | ||||
Other receivables | 887 | ||||
Other assets | 421 | ||||
Identifiable intangibles | 2,035 | ||||
Total assets acquired | 4,950 | ||||
Total liabilities assumed | 2,218 | ||||
Net assets acquired | 2,732 | ||||
Goodwill | 6,336 | ||||
Total purchase price | $ 9,068 | ||||
CrossView, Inc. | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable, net | $ 7,550 | ||||
Other assets | 590 | ||||
Identifiable intangibles | 9,050 | ||||
Total assets acquired | 17,190 | ||||
Total liabilities assumed | 2,556 | ||||
Net assets acquired | 14,634 | ||||
Goodwill | 30,221 | ||||
Total purchase price | $ 44,855 | ||||
Moda | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 126 | ||||
Accounts receivable, net | 335 | ||||
Other assets | 50 | ||||
Identifiable intangibles | 340 | ||||
Total assets acquired | 851 | ||||
Total liabilities assumed | 658 | ||||
Net assets acquired | 193 | ||||
Goodwill | 1,287 | ||||
Total purchase price | $ 1,480 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price for Conexus (Details) - Conexus $ in Thousands | Jun. 08, 2016USD ($) | Jun. 08, 2016GBP (£) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||
Aggregate cash payments | $ 8,515 | £ 5,855,000 | |
Performance-based contingent payments (based on estimated fair value at acquisition date) | 553 | $ 553 | |
Total purchase price | $ 9,068 |
Acquisitions - Schedule of Pu40
Acquisitions - Schedule of Purchase Price for Cross View (Details) - CrossView, Inc. - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Number of shares of common stock issued | 553,223 | |
Multiplied by PFSweb, Inc.'s stock price | $ 11.40 | |
Share consideration | $ 6,307 | |
Aggregate cash payments | 30,740 | |
Performance-based contingent payments (based on estimated fair value at acquisition date) | 9,195 | $ 9,195 |
Post-closing balance sheet reconciliation adjustment | (1,387) | |
Total purchase price | $ 44,855 |
Acquisitions - Schedule of Pu41
Acquisitions - Schedule of Purchase Price for Moda (Details) - Moda $ / shares in Units, $ in Thousands | Jun. 11, 2015USD ($)$ / sharesshares | Jun. 11, 2015GBP (£)shares | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||
Number of shares of common stock issued | shares | 16,116 | 16,116 | |
Multiplied by PFSweb, Inc.'s stock price | $ / shares | $ 14.60 | ||
Share consideration contingent payments | $ 235 | ||
Aggregate cash payments | 1,005 | £ 650,000 | |
Performance-based contingent payments (based on fair value at acquisition date) | 240 | $ 240 | |
Total purchase price | $ 1,480 |
Acquisitions - Schedule of Chan
Acquisitions - Schedule of Change in Acquisition Related Performance-Based Contingent Payments (Details) - USD ($) $ in Thousands | Jun. 08, 2016 | Aug. 05, 2015 | Jun. 11, 2015 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Performance-based contingent payments, Beginning balance | $ 4,083 | $ 14,157 | $ 5,392 | ||||
Change in fair value aggregate balances due | 2,242 | 1,064 | 1,673 | ||||
Performance-based contingent payments, Ending balance | $ 4,083 | 3,967 | 4,083 | 14,157 | |||
Conexus | |||||||
Business Acquisition [Line Items] | |||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 553 | 553 | |||||
Moda | |||||||
Business Acquisition [Line Items] | |||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 240 | 240 | |||||
CrossView, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Performance-based contingent payments (based on fair value at acquisition date) | $ 9,195 | 9,195 | |||||
Earn-out payments in common stock and cash | $ (2,358) | (7,941) | |||||
Change in fair value aggregate balances due | $ 3,700 | ||||||
LAL and REV | |||||||
Business Acquisition [Line Items] | |||||||
Earn-out payments in common stock and cash | $ (3,750) | $ (2,343) |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information for Comparative Purpose Assuming Acquisition (Details) - Conexus and CrossView, Inc. - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 338,271 | $ 317,214 |
Net loss | $ (2,619) | $ (6,548) |
Basic and diluted net loss per share | $ (0.14) | $ (0.37) |
Deferred Revenues and Costs - S
Deferred Revenues and Costs - Summary of Deferred Implementation Revenues and Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred implementation revenues | ||
Current | $ 7,405 | $ 7,156 |
Non-Current | 4,034 | 4,127 |
Deferred Revenue, Total | 11,439 | 11,283 |
Deferred implementation costs | ||
Current | 2,703 | 2,770 |
Non-Current | 1,047 | 1,337 |
Deferred Costs, Total | $ 3,750 | $ 4,107 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 120,403 | $ 116,239 |
Less-accumulated depreciation and amortization | (96,225) | (85,975) |
Property and equipment, net | 24,178 | 30,264 |
Purchased and capitalized software costs | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 55,940 | 52,409 |
Purchased and capitalized software costs | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 2 years | |
Purchased and capitalized software costs | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 7 years | |
Furniture, fixtures and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 30,917 | 31,355 |
Furniture, fixtures and equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 2 years | |
Furniture, fixtures and equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 10 years | |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 16,657 | 16,771 |
Computer equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 2 years | |
Computer equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 6 years | |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 15,513 | 14,874 |
Leasehold improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 2 years | |
Leasehold improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, depreciable life | 10 years | |
In-process assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,376 | $ 830 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 14,899 | $ 15,377 | $ 14,831 |
Capital leases | 2,700 | 5,400 | |
Accumulated amortization of capital leases | 6,800 | 5,100 | |
Property And Equipment Excluding Capital Leases | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 8,400 | 8,600 | 9,500 |
Assets Held Under Capital Leases | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 3,100 | $ 2,800 | $ 2,400 |
Goodwill and Identifiable Int47
Goodwill and Identifiable Intangibles, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill decreased due to foreign currency translation | $ 500,000 | ||
Goodwill increased due to acquisition | $ 6,400,000 | ||
Goodwill impairment | 0 | 0 | $ 0 |
Amortization expenses | $ 3,400,000 | $ 4,000,000 | $ 3,000,000 |
Goodwill and Identifiable Int48
Goodwill and Identifiable Intangibles, Net - Schedule of Definite-Lived Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14,038 | $ 14,227 |
Accumulated Amortization | (10,667) | (7,363) |
Net Carrying Value | 3,371 | 6,864 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,250 | 1,250 |
Accumulated Amortization | $ (1,250) | (773) |
Net Carrying Value | 477 | |
Trade Names | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 3 months | |
Trade Names | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 6 months | |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 571 | 575 |
Accumulated Amortization | (499) | (341) |
Net Carrying Value | $ 72 | 234 |
Non-compete Agreements | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 1 year | |
Non-compete Agreements | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 3 years 6 months | |
Lease Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 45 | 45 |
Accumulated Amortization | $ (45) | (42) |
Net Carrying Value | 3 | |
Estimated Useful Life from Acquisition | 2 years 6 months | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 10,154 | 10,287 |
Accumulated Amortization | (7,177) | (5,137) |
Net Carrying Value | $ 2,977 | 5,150 |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 1 year 7 months 6 days | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 9 years | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,525 | 1,577 |
Accumulated Amortization | (1,219) | (622) |
Net Carrying Value | $ 306 | 955 |
Developed Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 2 years 6 months | |
Developed Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life from Acquisition | 3 years | |
Other Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 493 | 493 |
Accumulated Amortization | (477) | (448) |
Net Carrying Value | $ 16 | $ 45 |
Estimated Useful Life from Acquisition | 9 years |
Goodwill and Identifiable Int49
Goodwill and Identifiable Intangibles, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,018 | $ 1,565 |
2,019 | 670 |
2,020 | 471 |
2,021 | 282 |
2,022 | $ 197 |
Inventory Financing - Additiona
Inventory Financing - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | |
Scenario Forecast | ||||
Line Of Credit Facility [Line Items] | ||||
Cash dividend receivable | $ 1,700,000 | |||
Supplies Distributors | ||||
Line Of Credit Facility [Line Items] | ||||
Cash dividends received | $ 1,700,000 | $ 1,100,000 | $ 900,000 | |
Short Term Credit Facility | United States | IBM Credit LLC | Supplies Distributors | ||||
Line Of Credit Facility [Line Items] | ||||
Maximum financing receivable capacity through agreement thereafter | $ 13,000,000 | |||
Notice period time to exit from the agreement | The agreement has no stated maturity date and provides either party the ability to exit the facility following a 90-day notice. | |||
Outstanding borrowing | $ 7,100,000 | $ 7,300,000 | ||
Available credit | 400,000 | |||
Subordinated note outstanding, minimum limit | $ 2,500,000 | |||
Interest rate on outstanding borrowings | 4.75% | |||
Short Term Credit Facility | United States | IBM Credit LLC | Supplies Distributors | Prime Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage points added to the reference rate to compute the variable rate on the debt instrument | 0.50% |
Debt and Capital Lease Obliga51
Debt and Capital Lease Obligations - Summary of Outstanding Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ (400) | |
Other | 128 | $ 88 |
Debt and capital lease obligation | 47,326 | 59,699 |
Current portion of long-term debt and capital lease obligations | 9,460 | 7,300 |
Long-term debt, less current portion | 37,866 | 52,399 |
Master Lease Agreements | ||
Debt Instrument [Line Items] | ||
Capital leases | 2,903 | 5,838 |
Other financing | 232 | 439 |
U.S. Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | (376) | (525) |
U.S. Credit Agreement | Revolving loan | ||
Debt Instrument [Line Items] | ||
Credit facility | 13,234 | 20,825 |
U.S. Credit Agreement | Term Loan | ||
Debt Instrument [Line Items] | ||
Credit facility | 27,000 | 29,438 |
U.S. Credit Agreement | Equipment Loan | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 4,205 | $ 3,596 |
Debt and Capital Lease Obliga52
Debt and Capital Lease Obligations - U.S. Credit Agreement - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Line Of Credit Facility [Line Items] | ||
Credit Agreement, fee paid | $ 400,000 | |
Regions Bank | ||
Line Of Credit Facility [Line Items] | ||
Credit facility maximum borrowing capacity | $ 75,000,000 | |
Credit facility, interest rate description | Borrowings under the Credit Agreement accrue interest at a variable rate based on prime rate or Libor, plus an applicable margin. | |
Credit facility maturity period | 5 years | |
Credit Agreement, fee paid | $ 700,000 | |
Credit facility collateral pledge percentage | 65.00% | |
Regions Bank | Revolving Loan Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility maximum borrowing capacity | $ 32,500,000 | |
Available credit under credit agreement | $ 19,300,000 | |
Credit facility due date | Aug. 5, 2020 | |
Weighted average interest rate on outstanding borrowings | 4.65% | 3.25% |
Regions Bank | Term Loan Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility maximum borrowing capacity | $ 30,000,000 | |
Credit facility due date | Aug. 5, 2020 | |
Weighted average interest rate on outstanding borrowings | 4.05% | 3.32% |
Regions Bank | Maximum | Term Loan Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility, percentage of amount borrowed due on maturity date | 65.00% |
Debt and Capital Lease Obliga53
Debt and Capital Lease Obligations - Debt Covenants - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Restricted assets | $ 63.3 | $ 71.6 |
Debt and Capital Lease Obliga54
Debt and Capital Lease Obligations - Master Lease Agreements - Additional Information (Details) - Lease Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | |
Line Of Credit Facility [Line Items] | |
Loans and lease agreement term | 3 years |
Maximum | |
Line Of Credit Facility [Line Items] | |
Loans and lease agreement term | 5 years |
Debt and Capital Lease Obliga55
Debt and Capital Lease Obligations - Debt and Capital Lease Maturities - Additional Information (Details) $ in Millions | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
Debt issuance costs | $ 0.4 |
Debt and Capital Lease Obliga56
Debt and Capital Lease Obligations - Schedule of Aggregate Maturities of Debt (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Schedule of aggregate maturities of debt | |
2,018 | $ 4,075 |
2,019 | 3,902 |
2,020 | 35,215 |
2,021 | 1,034 |
2,022 | 197 |
Total | $ 44,423 |
Debt and Capital Lease Obliga57
Debt and Capital Lease Obligations - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Schedule of future minimum lease payments under the capital leases | |
2,018 | $ 2,256 |
2,019 | 696 |
2,020 | 80 |
Total minimum lease payments | 3,032 |
Less amount representing interest at rates ranging from 4.75% to 7.06% | (129) |
Present value of net minimum lease payments | 2,903 |
Less: Current portion | (2,151) |
Long-term capital lease obligations | $ 752 |
Debt and Capital Lease Obliga58
Debt and Capital Lease Obligations - Schedule of Future Minimum Lease Payments Under Capital Leases (Parenthetical) (Details) | Dec. 31, 2017 |
Minimum | |
Debt Instrument Redemption [Line Items] | |
Interest rate | 4.75% |
Maximum | |
Debt Instrument Redemption [Line Items] | |
Interest rate | 7.06% |
Stock and Stock Options - Addit
Stock and Stock Options - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Preferred stock at exercise price | $ 65 | ||
Percentage of outstanding shares of common stock | 20.00% | ||
Rights expiration description | The Rights expire 30 days after the Company’s 2018 Annual Meeting unless continuation of the Rights Agreement is approved by the stockholders of the Company at the 2018 Annual Meeting. | ||
Stock-based compensation expense | $ 3,333,000 | $ 2,111,000 | $ 4,637,000 |
Total unrecognized compensation costs | $ 2,600,000 | ||
Weighted average period | 1 year 6 months | ||
Reduction of shares available for grant | 1.22 | ||
Stock options and stock option plans vesting terms period, each quarter | 8.33% | ||
Total intrinsic value of options and non-plan Options exercised | $ 500,000 | 1,900,000 | 3,400,000 |
Board of Directors Chairman | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock issued during period | 25,000 | ||
Selling, General and Administrative Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3,300,000 | $ 2,100,000 | $ 4,600,000 |
2016 Performance Based Share Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option issued | 0 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms, Description | The rights to purchase shares under employee stock option agreements issued under the Plan typically vest over a three-year period, one-twelfth each quarter. | ||
Stock options and stock option plans vesting terms period | 3 years | ||
Stock options exercised within period | 10 years | ||
Service-Based Restricted Stock and Restricted Stock Unit Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average fair value per share of performance shares granted | $ 6.46 | ||
Service-Based Restricted Stock and Restricted Stock Unit Awards | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period | 2 years | ||
Service-Based Restricted Stock and Restricted Stock Unit Awards | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period | 4 years | ||
Performance-Based Restricted Stock and Unit Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average fair value per share of performance shares granted | $ 7.10 | ||
Performance-Based Restricted Stock and Unit Awards | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period | 3 years | ||
Performance-Based Restricted Stock and Unit Awards | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period | 4 years | ||
Market-Based Restricted Stock and Unit Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average fair value per share of performance shares granted | $ 5.65 | ||
Market-Based Restricted Stock and Unit Awards | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period | 3 years | ||
Market-Based Restricted Stock and Unit Awards | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options and stock option plans vesting terms period | 4 years | ||
Employee Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding stock options authorized for issuance | 5,942,340 | ||
Future grants under the Stock Option Plans | 860,256 | ||
Reduction of shares available for grant | 1 | ||
Weighted average fair value per share of options granted | $ 3.58 | $ 5.88 | $ 7.91 |
Employee Plan | Restricted Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average fair value per share of performance shares granted | $ 6.43 | $ 8.73 | $ 10.45 |
Total fair value of Performance Shares vested | $ 500,000 | $ 900,000 | $ 3,900,000 |
Stock and Stock Options - Summa
Stock and Stock Options - Summary of Stock Option Activity Under the Stock Option Plans (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Shares, Beginning balance | shares | 1,215,054 |
Shares, Granted | shares | 55,500 |
Shares, Exercised | shares | (168,823) |
Shares, Canceled | shares | (65,889) |
Outstanding Shares, Ending balance | shares | 1,035,842 |
Shares, Exercisable | shares | 886,679 |
Shares, Exercisable and expected to vest | shares | 1,027,181 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 7.56 |
Weighted Average Exercise Price, Granted | 7.45 |
Weighted Average Exercise Price, Exercised | 4.56 |
Weighted Average Exercise Price, Canceled | 10.36 |
Weighted Average Exercise Price, Outstanding Ending balance | 7.87 |
Weighted Average Exercise Price, Exercisable | 7.33 |
Weighted Average Exercise Price, Exercisable and expected to vest | $ 7.83 |
Weighted Average Remaining Contractual Life, Exercisable | 5 years 1 month 6 days |
Weighted Average Remaining Contractual Life, Exercisable and expected to vest | 5 years 7 months 6 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 1.5 |
Aggregate Intrinsic Value, Exercisable and expected to vest | $ | $ 1.5 |
Minimum | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Price Per Share, Beginning balance | $ 1.01 |
Price Per Share, Granted | 6.69 |
Price Per Share, Exercised | 1.46 |
Price Per Share, Canceled | 1.01 |
Outstanding Price Per Share, Ending balance | 1.46 |
Price Per Share, Exercisable | 1.46 |
Price Per Share, Exercisable and expected to vest | 1.46 |
Maximum | |
Summary of stock option activity under the Stock Option Plans | |
Outstanding Price Per Share, Beginning balance | 15.36 |
Price Per Share, Granted | 8.35 |
Price Per Share, Exercised | 5.61 |
Price Per Share, Canceled | 14.66 |
Outstanding Price Per Share, Ending balance | 15.36 |
Price Per Share, Exercisable | 15.36 |
Price Per Share, Exercisable and expected to vest | $ 15.36 |
Stock and Stock Options - Sum61
Stock and Stock Options - Summary of Stock Option Activity Under the Plans (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected stock price volatility minimum | 46.00% | 50.00% | 63.00% |
Expected stock price volatility maximum | 50.00% | 63.00% | 68.00% |
Risk-free interest rate minimum | 2.00% | 1.40% | 1.50% |
Risk-free interest rate maximum | 2.20% | 1.90% | 1.80% |
Expected life of options (years) | 6 years | 6 years | 6 years |
Stock and Stock Options - Sum62
Stock and Stock Options - Summary of Service-Based Restricted Stock and Unit Award Activity (Details) - Service-Based Restricted Stock and Restricted Stock Unit Awards | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock, Shares, beginning balance | shares | 14,763 |
Shares, Granted | shares | 187,556 |
Shares, Vested | shares | (67,546) |
Shares, Cancelled | shares | (22,204) |
Unvested restricted stock, Shares, Ending balance | shares | 112,569 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Beginning Balance | $ / shares | $ 11.26 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 6.46 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 7.40 |
Weighted Average Grant Date Fair Value per Share, Cancelled | $ / shares | 6.74 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Ending Balance | $ / shares | $ 6.47 |
Stock and Stock Options - Sum63
Stock and Stock Options - Summary of Performance-Based Restricted Stock and Unit Award Activity (Details) - Performance-Based Restricted Stock and Unit Awards | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock, Shares, beginning balance | shares | 61,818 |
Shares, Granted | shares | 226,887 |
Shares, Cancelled | shares | (223,451) |
Unvested restricted stock, Shares, Ending balance | shares | 65,254 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Beginning Balance | $ / shares | $ 6.40 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 7.10 |
Weighted Average Grant Date Fair Value per Share, Cancelled | $ / shares | 7.11 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Ending Balance | $ / shares | $ 6.40 |
Stock and Stock Options - Sum64
Stock and Stock Options - Summary of Market-Based Restricted Stock and Unit Award Activity (Details) - Market-Based Restricted Stock and Unit Awards | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock, Shares, beginning balance | shares | 63,128 |
Shares, Granted | shares | 197,880 |
Shares, Vested | shares | (9,149) |
Shares, Cancelled | shares | (47,109) |
Unvested restricted stock, Shares, Ending balance | shares | 204,750 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Beginning Balance | $ / shares | $ 7.83 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 5.65 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 5.06 |
Weighted Average Grant Date Fair Value per Share, Cancelled | $ / shares | 7.37 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Ending Balance | $ / shares | $ 5.95 |
Stock and Stock Options - Sum65
Stock and Stock Options - Summary of Market-Based Restricted Stock and Unit Award Grant Estimated Under the Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 years | 6 years | 6 years |
Market-Based Restricted Stock and Unit Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock price volatility | 40.90% | 34.60% | 32.20% |
Risk-free interest rate | 1.40% | 0.80% | 1.30% |
Expected term (years) | 3 years | 4 years | 4 years |
Market-Based Restricted Stock and Unit Awards | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 4.92 | $ 2.26 | $ 6.74 |
Market-Based Restricted Stock and Unit Awards | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 7.65 | $ 5.15 | $ 12.87 |
Stock and Stock Options - Sum66
Stock and Stock Options - Summary of Deferred Stock Unit Activity (Details) - DSU Award | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock, Shares, beginning balance | shares | 118,346 |
Shares, Granted | shares | 63,960 |
Unvested restricted stock, Shares, Ending balance | shares | 182,306 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Beginning Balance | $ / shares | $ 10.77 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 7.82 |
Unvested restricted stock, Weighted Average Grant Date Fair Value per Share, Ending Balance | $ / shares | $ 9.74 |
Income Taxes - Consolidated Inc
Income Taxes - Consolidated Income (Loss) From Continuing Operations before Income Taxes, By Domestic and Foreign Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (2,981) | $ (6,362) | $ (9,010) |
Foreign | 841 | 1,199 | 2,646 |
Loss from operations before income taxes | $ (2,140) | $ (5,163) | $ (6,364) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory corporate tax rate | 34.00% | ||
Tax cuts and jobs act, incomplete accounting, change in tax rate, provisional income tax (benefit) | $ 12.1 | ||
Tax cuts and jobs act, incomplete accounting, provisional income tax expense (benefit) | $ (0.6) | ||
Operating loss carry forwards expiration year range start | 2,019 | ||
Operating loss carry forwards expiration year range end | 2,036 | ||
Annual limits created | $ 1.4 | ||
Annual limits acquired | 0.1 | ||
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | $ 0.2 | ||
Foreign Country | Canada | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | $ 3.6 | ||
Foreign Country | Canada | Tax Year 2017 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,017 | ||
Foreign Country | Canada | Tax Year 2009 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,009 | ||
Foreign Country | Europe | Tax Year 2017 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,017 | ||
Foreign Country | Europe | Tax Year 2015 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,015 | ||
Domestic Country | Tax Year 2014 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,014 | ||
Domestic Country | Tax Year 2017 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,017 | ||
Domestic Country | United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | $ 61.2 | ||
State and Local Jurisdiction | Tax Year 2017 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,017 | ||
State and Local Jurisdiction | Tax Year 2013 | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination year | 2,013 | ||
Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Federal statutory corporate tax rate | 35.00% | ||
Scenario Plan | |||
Operating Loss Carryforwards [Line Items] | |||
Federal statutory corporate tax rate | 21.00% | ||
NOL created before February 2006 | United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards relate to taxable losses | $ 4.4 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Difference between Expected Income Tax Expense (Benefit) from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit computed at statutory rate | $ (728) | $ (1,755) | $ (2,164) |
Foreign dividends received | 591 | 388 | 193 |
Items not deductible for tax purposes | 663 | (956) | 467 |
Change in valuation allowance | (10,503) | 4,285 | 1,940 |
Impact of Tax Reform Act | 12,112 | ||
State taxes | 558 | 568 | 477 |
Foreign exchange rate difference | (102) | (67) | 258 |
Net operating loss adjustments | 183 | 167 | |
Prior year return-to-provision true-up | (932) | (127) | (21) |
Other | 165 | (152) | 180 |
Provision for income taxes | $ 1,824 | $ 2,367 | $ 1,497 |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Domestic | $ 3 | $ 19 | $ 27 |
State | 558 | 568 | 479 |
Foreign | 1,537 | 957 | 933 |
Total Current | 2,098 | 1,544 | 1,439 |
Deferred | |||
Domestic | 127 | 824 | |
State | 12 | 3 | 3 |
Foreign | (413) | (4) | 55 |
Total Deferred | (274) | 823 | 58 |
Provision for income taxes | $ 1,824 | $ 2,367 | $ 1,497 |
Income Taxes - Components of th
Income Taxes - Components of the Deferred Tax Asset (Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 77 | $ 606 |
Inventory reserve | 100 | 185 |
Property and equipment | 708 | 244 |
Accrued expenses | 1,353 | 1,803 |
Net operating loss carryforwards | 14,608 | 23,883 |
Other | 5,994 | 6,182 |
Deferred Tax Assets, Gross | 22,840 | 32,903 |
Less - Valuation allowance | 22,222 | 32,725 |
Total deferred tax assets | 618 | 178 |
Deferred tax liabilities: | ||
Other | (951) | (824) |
Total deferred tax liabilities | (951) | (824) |
Deferred tax (liabilities), net | $ (333) | $ (646) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Equity awards excluded from calculation of diluted net loss per share | 1 | 1.2 | 1.3 |
Performance Shares and Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Equity awards excluded from calculation of diluted net loss per share | 0.4 | 0.2 | 0.7 |
Deferred Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Equity awards excluded from calculation of diluted net loss per share | 0.2 | 0.1 | 0.1 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Future Annual Rental Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Lease Payments | |
2,018 | $ 10,217 |
2,019 | 9,730 |
2,020 | 9,168 |
2,021 | 8,261 |
2,022 | 7,496 |
Thereafter | 13,888 |
Total | $ 58,760 |
Commitments and Contingencies74
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2010 | |
Loss Contingencies [Line Items] | ||||
Total rental expense under operating leases | $ 11.3 | $ 11.2 | $ 8.2 | |
eCOST Product Sale | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement amount | 0.2 | |||
eCOST Product Sale | Selling, General and Administrative Expenses | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement expense | $ 0.4 | |||
Pending Litigation | eCOST Product Sale | ||||
Loss Contingencies [Line Items] | ||||
eCOST deposit account | $ 0.6 |
Segment and Geographic Inform75
Segment and Geographic Information - Additional Information (Details) - Segments | Mar. 16, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Number of operating segments | 2 | |
Subsequent Event | ||
Segment Reporting Information [Line Items] | ||
Number of operating segments | 2 |
Segment and Geographic Inform76
Segment and Geographic Information - Summary of Product Revenue by Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of product revenue by segments | |||||||||||
Revenues | $ 92,673 | $ 77,318 | $ 78,066 | $ 78,768 | $ 102,454 | $ 79,910 | $ 77,199 | $ 75,080 | $ 326,825 | $ 334,643 | $ 288,269 |
Summary of Income (loss) from continuing operations by segments | |||||||||||
Income (loss) from continuing operations | 4,445 | $ 1,167 | $ (1,570) | $ (3,444) | (1,647) | $ (6) | $ (1,385) | $ 198 | 598 | (2,840) | (4,607) |
Summary of Depreciation and amortization by segments | |||||||||||
Depreciation and amortization | 14,899 | 15,377 | 14,831 | ||||||||
Summary of product revenue by segments | |||||||||||
Capital expenditures | 4,652 | 8,713 | 4,489 | ||||||||
Summary of assets by segments | |||||||||||
Assets | 185,787 | 211,336 | 185,787 | 211,336 | |||||||
PFSweb | |||||||||||
Summary of Income (loss) from continuing operations by segments | |||||||||||
Income (loss) from continuing operations | (2,127) | (5,730) | (6,338) | ||||||||
Summary of Depreciation and amortization by segments | |||||||||||
Depreciation and amortization | 14,883 | 15,355 | 14,763 | ||||||||
Summary of product revenue by segments | |||||||||||
Capital expenditures | 4,652 | 8,683 | 4,489 | ||||||||
Business and Retail Connect | |||||||||||
Summary of Income (loss) from continuing operations by segments | |||||||||||
Income (loss) from continuing operations | 2,725 | 2,890 | 1,731 | ||||||||
Summary of Depreciation and amortization by segments | |||||||||||
Depreciation and amortization | 16 | 22 | 68 | ||||||||
Summary of product revenue by segments | |||||||||||
Capital expenditures | 30 | ||||||||||
Operating Segments | PFSweb | |||||||||||
Summary of product revenue by segments | |||||||||||
Revenues | 283,270 | 284,331 | 228,504 | ||||||||
Summary of assets by segments | |||||||||||
Assets | 157,585 | 167,152 | 157,585 | 167,152 | |||||||
Operating Segments | Business and Retail Connect | |||||||||||
Summary of product revenue by segments | |||||||||||
Revenues | 63,060 | 68,097 | 76,142 | ||||||||
Summary of assets by segments | |||||||||||
Assets | 40,851 | 55,559 | 40,851 | 55,559 | |||||||
Eliminations | |||||||||||
Summary of product revenue by segments | |||||||||||
Revenues | (19,505) | (17,785) | $ (16,377) | ||||||||
Summary of assets by segments | |||||||||||
Assets | $ (12,649) | $ (11,375) | $ (12,649) | $ (11,375) |
Segment and Geographic Inform77
Segment and Geographic Information - Schedule of Revenue Based on Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of revenue based on geographic area | |||||||||||
Revenues | $ 92,673 | $ 77,318 | $ 78,066 | $ 78,768 | $ 102,454 | $ 79,910 | $ 77,199 | $ 75,080 | $ 326,825 | $ 334,643 | $ 288,269 |
Long-lived assets | 77,108 | 85,792 | 77,108 | 85,792 | |||||||
United States | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | 62,257 | 70,313 | 62,257 | 70,313 | |||||||
Europe | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | 10,425 | 11,182 | 10,425 | 11,182 | |||||||
Canada | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | 170 | 202 | 170 | 202 | |||||||
India | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Long-lived assets | $ 4,256 | $ 4,095 | 4,256 | 4,095 | |||||||
Operating Segments | United States | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 265,144 | 280,323 | 243,745 | ||||||||
Operating Segments | Europe | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 55,943 | 47,739 | 42,438 | ||||||||
Operating Segments | Canada | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 5,847 | 7,511 | 6,306 | ||||||||
Operating Segments | India | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | 8,747 | 6,260 | 3,311 | ||||||||
Inter-segment eliminations | |||||||||||
Schedule of revenue based on geographic area | |||||||||||
Revenues | $ (8,856) | $ (7,190) | $ (7,531) |
Employee Savings Plan - Additio
Employee Savings Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined contribution plan, Employer discretionary contribution amount | $ 0.5 | $ 0.4 | $ 0.3 |
Quarterly Data - Seasonality 79
Quarterly Data - Seasonality (Unaudited) - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product Information [Line Items] | ||||
Change in performance-based contingent payments | $ 2,242 | $ 1,064 | $ 1,673 | |
Period Concentration Risk | Sales Revenues, Net | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 28.40% | 30.60% | ||
CrossView, Inc. | ||||
Product Information [Line Items] | ||||
Change in performance-based contingent payments | $ 3,700 |
Quarterly Data - Seasonality 80
Quarterly Data - Seasonality (Unaudited) - Schedule of Unaudited Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 92,673 | $ 77,318 | $ 78,066 | $ 78,768 | $ 102,454 | $ 79,910 | $ 77,199 | $ 75,080 | $ 326,825 | $ 334,643 | $ 288,269 |
(Loss) income from operations | 4,445 | 1,167 | (1,570) | (3,444) | (1,647) | (6) | (1,385) | 198 | 598 | (2,840) | (4,607) |
Net (loss) income | $ 3,586 | $ (98) | $ (2,596) | $ (4,856) | $ (3,557) | $ (1,039) | $ (2,182) | $ (752) | $ (3,964) | $ (7,530) | $ (7,861) |
Basic (loss) earnings per common share | $ 0.19 | $ (0.01) | $ (0.14) | $ (0.26) | |||||||
Diluted (loss) earnings per common share | $ 0.19 | $ (0.01) | $ (0.14) | $ (0.26) | |||||||
Basic and diluted loss per common share | $ (0.19) | $ (0.06) | $ (0.12) | $ (0.04) | $ (0.21) | $ (0.41) | $ (0.45) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Short Term Credit Facility - United States - IBM Credit LLC - Supplies Distributors - USD ($) | Jan. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||
Minimum borrowing under facility | $ 13,000,000 | |
Subordinated note outstanding, minimum limit | $ 2,500,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Minimum borrowing under facility | $ 11,000,000 | |
Subordinated note outstanding, minimum limit | $ 1,000,000 |
Condensed Financial Informati82
Condensed Financial Information of Registrant (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 19,078 | $ 24,425 | $ 21,781 | $ 18,128 |
Total current assets | 108,679 | 125,544 | ||
Total assets | 185,787 | 211,336 | ||
LIABILITIES: | ||||
Performance-based contingent payments | 3,967 | 2,405 | ||
Total current liabilities | 94,976 | 106,973 | ||
Performance-based contingent payments, less current portion | 1,678 | |||
Total liabilities | 144,490 | 171,053 | ||
SHAREHOLDERS’ EQUITY: | ||||
Preferred stock | ||||
Common stock | 19 | 19 | ||
Additional paid-in capital | 150,614 | 146,286 | ||
Accumulated deficit | (109,281) | (105,317) | ||
Accumulated other comprehensive income (loss) | 70 | (580) | ||
Treasury stock | (125) | (125) | ||
Total shareholders’ equity | 41,297 | 40,283 | 43,758 | 40,105 |
Total liabilities and shareholders’ equity | 185,787 | 211,336 | ||
PFSweb | ||||
ASSETS | ||||
Cash and cash equivalents | 618 | 144 | $ 305 | $ 555 |
Total current assets | 618 | 144 | ||
Investment in subsidiaries | 54,981 | 52,725 | ||
Total assets | 55,599 | 52,869 | ||
LIABILITIES: | ||||
Performance-based contingent payments | 3,967 | 2,405 | ||
Total current liabilities | 3,967 | 2,405 | ||
Performance-based contingent payments, less current portion | 1,678 | |||
Payable to subsidiaries | 10,335 | 8,503 | ||
Total liabilities | 14,302 | 12,586 | ||
SHAREHOLDERS’ EQUITY: | ||||
Preferred stock | ||||
Common stock | 19 | 19 | ||
Additional paid-in capital | 150,614 | 146,286 | ||
Accumulated deficit | (109,281) | (105,317) | ||
Accumulated other comprehensive income (loss) | 70 | (580) | ||
Treasury stock | (125) | (125) | ||
Total shareholders’ equity | 41,297 | 40,283 | ||
Total liabilities and shareholders’ equity | $ 55,599 | $ 52,869 |
Condensed Financial Informati83
Condensed Financial Information of Registrant (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | |||||||||||
Selling, general and administrative expenses | $ 79,981 | $ 76,304 | $ 66,280 | ||||||||
Interest expense | 2,738 | 2,323 | 1,757 | ||||||||
NET LOSS | $ 3,586 | $ (98) | $ (2,596) | $ (4,856) | $ (3,557) | $ (1,039) | $ (2,182) | $ (752) | (3,964) | (7,530) | (7,861) |
PFSweb | |||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | |||||||||||
Selling, general and administrative expenses | 5,451 | 3,008 | 5,594 | ||||||||
Equity in net (income) loss of consolidated subsidiaries | (1,611) | 4,408 | 2,130 | ||||||||
Total operating expenses | 3,840 | 7,416 | 7,724 | ||||||||
Interest expense | 124 | 114 | 137 | ||||||||
NET LOSS | $ (3,964) | $ (7,530) | $ (7,861) |
Condensed Financial Informati84
Condensed Financial Information of Registrant (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | $ 3,586 | $ (98) | $ (2,596) | $ (4,856) | $ (3,557) | $ (1,039) | $ (2,182) | $ (752) | $ (3,964) | $ (7,530) | $ (7,861) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Stock-based compensation expense | 3,333 | 2,111 | 4,637 | ||||||||
Non-cash compensation expense | 128 | 175 | |||||||||
Net cash provided by operating activities | 11,051 | 13,266 | 22,671 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisitions, net of cash acquired | (8,359) | (31,619) | |||||||||
Net cash used in investing activities | (4,587) | (17,072) | (36,108) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 770 | 1,203 | 1,483 | ||||||||
Payments on performance-based contingent payments | (2,004) | (9,454) | (2,043) | ||||||||
Net cash (used in) provided by financing activities | (14,713) | 6,999 | 18,557 | ||||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (5,347) | 2,644 | 3,653 | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period | 24,425 | 21,781 | 24,425 | 21,781 | 18,128 | ||||||
CASH AND CASH EQUIVALENTS, end of period | 19,078 | 24,425 | 19,078 | 24,425 | 21,781 | ||||||
PFSweb | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | (3,964) | (7,530) | (7,861) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Stock-based compensation expense | 3,333 | 2,111 | 4,637 | ||||||||
Non-cash compensation expense | 128 | ||||||||||
Change in performance-based contingent payments | 2,242 | 1,011 | 891 | ||||||||
Equity in net (income) loss of consolidated subsidiaries | (1,611) | 4,408 | 2,130 | ||||||||
Net cash provided by operating activities | 128 | (203) | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisitions, net of cash acquired | (8,359) | (31,619) | |||||||||
Net cash used in investing activities | (8,359) | (31,619) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 770 | 1,203 | 1,483 | ||||||||
Payments on performance-based contingent payments | (2,004) | (6,354) | |||||||||
Increase in payable from subsidiaries, net | 1,580 | 13,349 | 30,089 | ||||||||
Net cash (used in) provided by financing activities | 346 | 8,198 | 31,572 | ||||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 474 | (161) | (250) | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period | $ 144 | $ 305 | 144 | 305 | 555 | ||||||
CASH AND CASH EQUIVALENTS, end of period | $ 618 | $ 144 | $ 618 | $ 144 | $ 305 |
Valuation and Qualifying Acco85
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 494 | $ 600 | $ 447 |
Charges to Cost and Expenses | (26) | 4 | 187 |
Deductions | (95) | (110) | (34) |
Balance at End of Period | 373 | 494 | 600 |
Reserve for Excess and Obsolete Inventory | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 568 | 739 | 768 |
Charges to Cost and Expenses | 58 | 57 | 93 |
Deductions | (284) | (228) | (122) |
Balance at End of Period | $ 342 | $ 568 | $ 739 |