|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
75-2837058
(I.R.S. Employer
Identification Number)
|
505 Millennium Drive, Allen, Texas
(Address of principal executive offices)
|
|
75013
(Zip code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
None
|
|
None
|
Large accelerated filer
|
o
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
|
|
Emerging Growth
|
o
|
|
|
|
|
INDEX
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
our ability to retain and expand relationships with existing clients and attract and implement new clients;
|
•
|
our dependency upon key personnel, retaining professional staffing resources and our reliance on subcontracted services and third-party providers;
|
•
|
our response to competition;
|
•
|
exposure to credit risk of our clients
|
•
|
trends in e-commerce, outsourcing and the market for our services;
|
•
|
our customer concentration of our business and existing client mix, their business volumes and the seasonality of their business;
|
•
|
our reliance on the fees generated by the transaction volume, product sales and technology and agency projects and support of our clients;
|
•
|
our reliance on our clients’ projections, transaction volumes, product sales and financial liquidity;
|
•
|
whether we can manage growth and utilization of resources to generate more revenue;
|
•
|
our ability to finalize pending client and customer contracts;
|
•
|
our ability to maintain the security and privacy of our clients' confidential data;
|
•
|
our ability to comply with data privacy regulations;
|
•
|
foreign currency risks and other risks of operating in foreign countries;
|
•
|
the unknown effects of possible system failures and rapid changes in technology;
|
•
|
general global economic conditions;
|
•
|
uncertainty related to the potential regulatory and economic impacts of Brexit;
|
•
|
taxation on the sale of our products and provision of our services;
|
•
|
the impact of new accounting standards and changes in existing accounting rules or the interpretations of those rules;
|
•
|
our ability and the ability of our subsidiaries, to borrow under current financing arrangements and maintain compliance with debt covenants; and
|
•
|
the impact on our operations as a result of acts of God, natural disasters, pandemics and/or endemics, including the ongoing Coronavirus epidemic and other catastrophic events beyond our control.
|
Item 1.
|
Business
|
•
|
Statistical measurements critical to creating a quality customer experience, containing real-time order status, order exceptions, back order tracking, allocation of product based on timing of online purchase and business rules, the ratio of customer inquiries to purchases, average order sizes and order response time;
|
•
|
B2B supply chain management information critical to evaluating inventory positioning, for the purpose of improving inventory turns, and assessing product flow-through and end-user demand;
|
•
|
Reverse logistics information, including customer response and reason for the return or rotation of product and desired customer action;
|
•
|
Detailed marketing information about what was sold and to whom it was sold, by location and preference; and
|
•
|
Manufacturers strive to restructure their supply chains to maximize efficiency and reduce costs in both B2B and B2C markets, and to create a variable-cost supply chain able to support the multiple, unique needs of each of their initiatives, including traditional retail and eCommerce.
|
•
|
Companies in a variety of industries seek outsourcing as a method to address one or more business functions that are not within their core business competencies, to reduce operating costs or to improve the speed or cost of implementation.
|
•
|
Retailers, both traditional and eCommerce only, partner with providers that offer them the most flexibility both short and long-term. The end-to-end model is a viable option for brands that are growing their eCommerce channel, or for large wholesale corporations that do not have the infrastructure to handle B2C transactions. However, many companies today seek to diversify their eCommerce operations across in-house capabilities and outsourced components on an a la carte basis.
|
•
|
The “seamless customer experience” is a major industry trend that retailers and brand manufacturers are embracing to differentiate and remain relevant to a more sophisticated consumer. As consumers desire a shopping experience that blends sales channels, the integration and flexibility of front and back-end systems and operations becomes more critical to retailers and manufacturers.
|
•
|
Enter new business markets or geographic areas rapidly;
|
•
|
Increase flexibility to meet changing business conditions and demand for products and services;
|
•
|
Enhance customer satisfaction and gain competitive advantage;
|
•
|
Reduce capital and personnel investments and convert fixed investments to variable costs;
|
•
|
Improve operating performance and efficiency; and
|
•
|
Capitalize on skills, expertise and technology infrastructure that would otherwise be unavailable or expensive given the scale of the business.
|
•
|
lack of familiarity with, and resulting risk of breach of, and/or unanticipated additional cost of compliance with, foreign laws and regulations governing privacy, data security, data transfer, employment, taxes, tariffs, trade restrictions, transfer pricing and other matters;
|
•
|
changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws;
|
•
|
potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud;
|
•
|
fluctuations in currency exchange rates;
|
•
|
difficulties and expenses associated with localizing our services and operations to local markets, including language and cultural differences;
|
•
|
difficulties in staffing and managing international operations, including complex and costly hiring, disciplinary and termination requirements;
|
•
|
the impact upon our clients, international firms and global economies arising from the United Kingdom’s withdrawal from the European Union (or “Brexit”) and surrounding uncertainty, and the political, economic and commercial responses related to such events, including related instability in global financial and foreign exchange markets, including volatility in the value of the British pound and European euro, legal uncertainty and potentially divergent national laws and regulations and the absence of established trade agreements between the U.K. and other E.U. countries;
|
•
|
the complexities of foreign value-added taxes and restrictions on the repatriation of earnings;
|
•
|
reduced or varied protection for intellectual property rights in some countries;
|
•
|
political, social and economic instability abroad, terrorist attacks and security concerns; and
|
•
|
increased accounting and reporting burdens and complexities.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
Item 6.
|
Selected Financial Data
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
We adopted Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) on January 1, 2019 and applied the modified retrospective approach for the transition. Under the modified retrospective approach, the cumulative effect of applying the new standard was recorded at January 1, 2019 for active leases. Therefore, results for the years ended December 31, 2019 and 2018 may not be comparable.
|
•
|
Two of the company’s clients filed for bankruptcy in the first half of 2019 leading to reduced revenues and excess capacity. These clients were serviced by PFS Operations. Results are expected to improve in 2020.
|
•
|
New executive leadership was appointed to LiveArea in 2019 to improve sales growth and marketing strategy. Results are expected to improve in 2020.
|
|
|
|
|
|
Change
|
|
% of Net Revenues
|
|||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service fee revenue
|
$
|
214,382
|
|
|
$
|
230,484
|
|
|
$
|
(16,102
|
)
|
|
(7.0
|
)%
|
|
72.9
|
%
|
|
70.7
|
%
|
Product revenue, net
|
26,613
|
|
|
34,350
|
|
|
(7,737
|
)
|
|
(22.5
|
)%
|
|
9.1
|
%
|
|
10.5
|
%
|
|||
Pass-through revenue
|
53,027
|
|
|
61,326
|
|
|
(8,299
|
)
|
|
(13.5
|
)%
|
|
18.0
|
%
|
|
18.8
|
%
|
|||
Total revenues
|
294,022
|
|
|
326,160
|
|
|
(32,138
|
)
|
|
(9.9
|
)%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service fee revenue
|
141,616
|
|
|
146,827
|
|
|
(5,211
|
)
|
|
(3.5
|
)%
|
|
66.1
|
%
|
(1)
|
63.7
|
%
|
|||
Cost of product revenue
|
25,158
|
|
|
32,710
|
|
|
(7,552
|
)
|
|
(23.1
|
)%
|
|
94.5
|
%
|
(2)
|
95.2
|
%
|
|||
Pass-through cost of revenue
|
53,027
|
|
|
61,326
|
|
|
(8,299
|
)
|
|
(13.5
|
)%
|
|
100.0
|
%
|
(3)
|
100.0
|
%
|
|||
Total costs of revenues
|
219,801
|
|
|
240,863
|
|
|
(21,062
|
)
|
|
(8.7
|
)%
|
|
74.8
|
%
|
|
73.8
|
%
|
|||
Service fee gross profit
|
72,766
|
|
|
83,657
|
|
|
(10,891
|
)
|
|
(13.0
|
)%
|
|
33.9
|
%
|
(1)
|
36.3
|
%
|
|||
Product revenue gross profit
|
1,455
|
|
|
1,640
|
|
|
(185
|
)
|
|
(11.3
|
)%
|
|
5.5
|
%
|
(2)
|
4.8
|
%
|
|||
Pass-through gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(3)
|
—
|
|
|||
Total gross profit
|
74,221
|
|
|
85,297
|
|
|
(11,076
|
)
|
|
(13.0
|
)%
|
|
25.2
|
%
|
|
26.2
|
%
|
|||
Selling General and Administrative expenses
|
73,334
|
|
|
78,800
|
|
|
(5,466
|
)
|
|
(6.9
|
)%
|
|
24.9
|
%
|
|
24.2
|
%
|
|||
Income from operations
|
887
|
|
|
6,497
|
|
|
(5,610
|
)
|
|
(86.3
|
)%
|
|
0.3
|
%
|
|
2.0
|
%
|
|||
Interest expense, net
|
1,896
|
|
|
2,499
|
|
|
(603
|
)
|
|
(24.1
|
)%
|
|
0.6
|
%
|
|
0.8
|
%
|
|||
Income (loss) from operations before income taxes
|
(1,009
|
)
|
|
3,998
|
|
|
(5,007
|
)
|
|
(125.2
|
)%
|
|
(0.3
|
)%
|
|
1.2
|
%
|
|||
Income tax expense, net
|
1,161
|
|
|
2,770
|
|
|
(1,609
|
)
|
|
(58.1
|
)%
|
|
0.4
|
%
|
|
0.8
|
%
|
|||
Net income (loss)
|
$
|
(2,170
|
)
|
|
$
|
1,228
|
|
|
$
|
(3,398
|
)
|
|
(276.7
|
)%
|
|
(0.7
|
)%
|
|
0.4
|
%
|
(1)
|
Represents the measure as a percent of Service fee revenue.
|
(2)
|
Represents the measure as a percent of Product revenue, net.
|
(3)
|
Represents the measure as a percent of Pass-through revenue.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change, %
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Service fee revenue
|
$
|
139,490
|
|
|
$
|
148,072
|
|
|
$
|
(8,582
|
)
|
|
(6
|
)%
|
Product revenue, net
|
26,613
|
|
|
34,350
|
|
|
(7,737
|
)
|
|
(23
|
)%
|
|||
Pass-through revenue
|
50,296
|
|
|
59,314
|
|
|
(9,018
|
)
|
|
(15
|
)%
|
|||
Total revenues
|
$
|
216,399
|
|
|
$
|
241,736
|
|
|
$
|
(25,337
|
)
|
|
(10
|
)%
|
Costs of revenues:
|
|
|
|
|
|
|
|
|||||||
Cost of service fee revenue
|
101,108
|
|
|
105,155
|
|
|
(4,047
|
)
|
|
(4
|
)%
|
|||
Cost of product revenue
|
25,158
|
|
|
32,710
|
|
|
(7,552
|
)
|
|
(23
|
)%
|
|||
Cost of pass-through revenue
|
50,296
|
|
|
59,314
|
|
|
(9,018
|
)
|
|
(15
|
)%
|
|||
Total costs of revenues
|
$
|
176,562
|
|
|
$
|
197,179
|
|
|
$
|
(20,617
|
)
|
|
(10
|
)%
|
Gross profit
|
$
|
39,837
|
|
|
$
|
44,557
|
|
|
$
|
(4,720
|
)
|
|
(11
|
)%
|
Direct operating expenses
|
28,292
|
|
|
25,611
|
|
|
2,681
|
|
|
10
|
%
|
|||
Direct contribution
|
$
|
11,545
|
|
|
$
|
18,946
|
|
|
$
|
(7,401
|
)
|
|
(39
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change, %
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Service fee revenue
|
$
|
74,892
|
|
|
$
|
82,413
|
|
|
$
|
(7,521
|
)
|
|
(9
|
)%
|
Pass-through revenue
|
2,731
|
|
|
2,011
|
|
|
720
|
|
|
36
|
%
|
|||
Total revenues
|
$
|
77,623
|
|
|
$
|
84,424
|
|
|
$
|
(6,801
|
)
|
|
(8
|
)%
|
Costs of revenues:
|
|
|
|
|
|
|
|
|||||||
Cost of service fee revenue
|
40,508
|
|
|
41,669
|
|
|
(1,161
|
)
|
|
(3
|
)%
|
|||
Cost of pass-through revenue
|
2,731
|
|
|
2,011
|
|
|
720
|
|
|
36
|
%
|
|||
Total costs of revenues
|
$
|
43,239
|
|
|
$
|
43,680
|
|
|
$
|
(441
|
)
|
|
(1
|
)%
|
Gross profit
|
$
|
34,384
|
|
|
$
|
40,744
|
|
|
$
|
(6,360
|
)
|
|
(16
|
)%
|
Direct operating expenses
|
25,137
|
|
|
30,487
|
|
|
(5,350
|
)
|
|
(18
|
)%
|
|||
Direct contribution
|
$
|
9,247
|
|
|
$
|
10,257
|
|
|
$
|
(1,010
|
)
|
|
(10
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change, %
|
|||||||
Unallocated corporate expenses
|
$
|
19,905
|
|
|
$
|
22,706
|
|
|
$
|
(2,801
|
)
|
|
(12
|
)%
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
PFSweb, Inc. and Subsidiaries
|
|
|
2019
|
|
2018
|
||||
REVENUES:
|
|
|
|
||||
Service fee revenue
|
$
|
214,382
|
|
|
$
|
230,484
|
|
Product revenue, net
|
26,613
|
|
|
34,350
|
|
||
Pass-through revenue
|
53,027
|
|
|
61,326
|
|
||
Total revenues
|
294,022
|
|
|
326,160
|
|
||
COSTS OF REVENUES:
|
|
|
|
||||
Cost of service fee revenue
|
141,616
|
|
|
146,827
|
|
||
Cost of product revenue
|
25,158
|
|
|
32,710
|
|
||
Cost of pass-through revenue
|
53,027
|
|
|
61,326
|
|
||
Total costs of revenues
|
219,801
|
|
|
240,863
|
|
||
Gross profit
|
74,221
|
|
|
85,297
|
|
||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
73,334
|
|
|
78,800
|
|
||
Income from operations
|
887
|
|
|
6,497
|
|
||
INTEREST EXPENSE, net
|
1,896
|
|
|
2,499
|
|
||
Income (loss) from operations before income taxes
|
(1,009
|
)
|
|
3,998
|
|
||
INCOME TAX EXPENSE
|
1,161
|
|
|
2,770
|
|
||
NET INCOME (LOSS)
|
$
|
(2,170
|
)
|
|
$
|
1,228
|
|
|
|
|
|
||||
NET INCOME (LOSS) PER SHARE:
|
|
|
|
||||
Basic
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
Diluted
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
|
|
|
|
||||
Basic
|
19,449
|
|
|
19,203
|
|
||
Diluted
|
19,449
|
|
|
19,826
|
|
||
COMPREHENSIVE INCOME (LOSS):
|
|
|
|
||||
Net income (loss)
|
$
|
(2,170
|
)
|
|
$
|
1,228
|
|
Foreign currency translation adjustment, net of taxes
|
(308
|
)
|
|
(1,063
|
)
|
||
TOTAL COMPREHENSIVE INCOME (LOSS)
|
$
|
(2,478
|
)
|
|
$
|
165
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Stock
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2017
|
19,058,685
|
|
|
$
|
19
|
|
|
$
|
150,614
|
|
|
$
|
(109,281
|
)
|
|
$
|
70
|
|
|
33,467
|
|
|
$
|
(125
|
)
|
|
$
|
41,297
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
||||||
Impact of the adoption of new accounting pronouncement
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
4,032
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,032
|
|
||||||
Exercise of stock options
|
68,698
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
||||||
Issuance of restricted stock
|
89,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax withholding on restricted stock
|
—
|
|
|
—
|
|
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
||||||
Shares issued related to acquisitions
|
76,998
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
||||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
||||||
Balance, December 31, 2018
|
19,294,296
|
|
|
19
|
|
|
155,455
|
|
|
(107,773
|
)
|
|
(993
|
)
|
|
33,467
|
|
|
(125
|
)
|
|
46,583
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,170
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,027
|
|
||||||
Exercise of stock options
|
9,500
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Issuance of restricted stock
|
162,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax withholding on restricted stock
|
—
|
|
|
—
|
|
|
(304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304
|
)
|
||||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
||||||
Balance, December 31, 2019
|
19,465,877
|
|
|
$
|
19
|
|
|
$
|
158,192
|
|
|
$
|
(109,943
|
)
|
|
$
|
(1,301
|
)
|
|
33,467
|
|
|
$
|
(125
|
)
|
|
$
|
46,842
|
|
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
(2,170
|
)
|
|
$
|
1,228
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
10,367
|
|
|
11,367
|
|
||
Amortization of debt issuance costs
|
79
|
|
|
144
|
|
||
Provision for doubtful accounts
|
1,016
|
|
|
154
|
|
||
Provision for excess and obsolete inventory
|
(3
|
)
|
|
123
|
|
||
Loss on disposition of fixed assets
|
133
|
|
|
62
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
144
|
|
||
Deferred income taxes
|
476
|
|
|
244
|
|
||
Stock-based compensation expense
|
3,027
|
|
|
4,032
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(894
|
)
|
|
(1,525
|
)
|
||
Inventories
|
2,811
|
|
|
(890
|
)
|
||
Prepaid expenses, other receivables and other assets
|
8,173
|
|
|
1,294
|
|
||
Deferred rent
|
—
|
|
|
(742
|
)
|
||
Operating leases
|
(7,112
|
)
|
|
—
|
|
||
Trade accounts payable, deferred revenue, accrued expenses and other liabilities
|
(5,044
|
)
|
|
(4,070
|
)
|
||
Net cash provided by operating activities
|
10,859
|
|
|
11,565
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of property and equipment
|
(3,912
|
)
|
|
(4,936
|
)
|
||
Proceeds from sale of property and equipment
|
159
|
|
|
54
|
|
||
Net cash used in investing activities
|
(3,753
|
)
|
|
(4,882
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Net proceeds from issuance of common stock
|
14
|
|
|
350
|
|
||
Taxes paid on behalf of employees for withheld shares
|
(304
|
)
|
|
(363
|
)
|
||
Payments on performance-based contingent payments
|
—
|
|
|
(849
|
)
|
||
Payments on finance lease obligations
|
(1,644
|
)
|
|
(2,505
|
)
|
||
Payments on term loan
|
—
|
|
|
(27,000
|
)
|
||
Payments on revolving loan
|
(148,331
|
)
|
|
(126,743
|
)
|
||
Borrowings on revolving loan
|
143,031
|
|
|
149,010
|
|
||
Debt issuance costs
|
—
|
|
|
(283
|
)
|
||
Payments on other debt
|
(3,274
|
)
|
|
(1,556
|
)
|
||
Borrowings on other debt
|
1,105
|
|
|
—
|
|
||
Net cash used in financing activities
|
(9,403
|
)
|
|
(9,939
|
)
|
||
|
|
|
|
|
|
||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
(681
|
)
|
|
(410
|
)
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(2,978
|
)
|
|
(3,666
|
)
|
||
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period
|
15,419
|
|
|
19,078
|
|
||
Restricted cash, beginning of period
|
207
|
|
|
214
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
15,626
|
|
|
19,292
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents, end of period
|
12,434
|
|
|
15,419
|
|
||
Restricted cash, end of period
|
214
|
|
|
207
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
12,648
|
|
|
$
|
15,626
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for income taxes
|
$
|
910
|
|
|
$
|
2,641
|
|
Cash paid for interest
|
1,917
|
|
|
2,237
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Property and equipment acquired under long-term debt and finance leases
|
2,956
|
|
|
2,590
|
|
||
Performance-based contingent payments through stock issuance
|
—
|
|
|
822
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Contract Assets
|
|
|
|
||||
Trade Accounts Receivable, net
|
$
|
71,183
|
|
|
$
|
72,180
|
|
Unbilled Accounts Receivable
|
1,079
|
|
|
235
|
|
||
Costs to Fulfill
|
4,875
|
|
|
5,214
|
|
||
Total Contract Assets
|
$
|
77,137
|
|
|
$
|
77,629
|
|
Contract Liabilities
|
|
|
|
||||
Accrued Contract Liabilities
|
$
|
1,806
|
|
|
$
|
535
|
|
Deferred Revenue
|
7,456
|
|
|
9,255
|
|
||
Total Contract Liabilities
|
$
|
9,262
|
|
|
$
|
9,790
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||
|
PFS
Operations
|
|
LiveArea
Professional
Services
|
|
Total
|
|
PFS
Operations
|
|
LiveArea
Professional
Services
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service fee revenue
|
$
|
139,490
|
|
|
$
|
74,892
|
|
|
$
|
214,382
|
|
|
$
|
148,071
|
|
|
$
|
82,413
|
|
|
$
|
230,484
|
|
Product revenue, net
|
26,613
|
|
|
|
|
|
26,613
|
|
|
34,350
|
|
|
—
|
|
|
34,350
|
|
||||||
Pass-through revenue
|
50,296
|
|
|
2,731
|
|
|
53,027
|
|
|
59,315
|
|
|
2,011
|
|
|
61,326
|
|
||||||
Total revenues
|
$
|
216,399
|
|
|
$
|
77,623
|
|
|
$
|
294,022
|
|
|
$
|
241,736
|
|
|
$
|
84,424
|
|
|
$
|
326,160
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||
|
PFS
Operations
|
|
LiveArea
Professional
Services
|
|
Total
|
|
PFS
Operations
|
|
LiveArea
Professional
Services
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Over time
|
$
|
189,786
|
|
|
$
|
76,645
|
|
|
$
|
266,431
|
|
|
$
|
207,385
|
|
|
$
|
84,274
|
|
|
$
|
291,659
|
|
Point-in-time
|
26,613
|
|
|
978
|
|
|
27,591
|
|
|
34,351
|
|
|
150
|
|
|
34,501
|
|
||||||
Total revenues
|
$
|
216,399
|
|
|
$
|
77,623
|
|
|
$
|
294,022
|
|
|
$
|
241,736
|
|
|
$
|
84,424
|
|
|
$
|
326,160
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||
|
PFS
Operations
|
|
LiveArea
Professional
Services
|
|
Total
|
|
PFS
Operations
|
|
LiveArea
Professional
Services
|
|
Total
|
||||||||||||
Revenues by region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
178,760
|
|
|
$
|
68,684
|
|
|
$
|
247,444
|
|
|
$
|
194,496
|
|
|
$
|
73,653
|
|
|
$
|
268,149
|
|
Europe
|
37,639
|
|
|
8,939
|
|
|
46,578
|
|
|
47,240
|
|
|
10,771
|
|
|
58,011
|
|
||||||
Total revenues
|
$
|
216,399
|
|
|
$
|
77,623
|
|
|
$
|
294,022
|
|
|
$
|
241,736
|
|
|
$
|
84,424
|
|
|
$
|
326,160
|
|
|
December 31,
|
|
Depreciable
Life
|
||||||
|
2019
|
|
2018
|
|
|||||
Purchased and capitalized software costs
|
$
|
37,968
|
|
|
$
|
36,894
|
|
|
2-7 years
|
Furniture, fixtures and equipment
|
29,899
|
|
|
28,749
|
|
|
2-10 years
|
||
Computer equipment
|
15,034
|
|
|
15,265
|
|
|
2-6 years
|
||
Leasehold improvements
|
15,392
|
|
|
14,939
|
|
|
2-10 years
|
||
In-process assets
|
1,457
|
|
|
1,897
|
|
|
|
||
|
99,750
|
|
|
97,744
|
|
|
|
||
Less-accumulated depreciation and amortization
|
(81,314
|
)
|
|
(76,248
|
)
|
|
|
||
Property and equipment, net
|
$
|
18,436
|
|
|
$
|
21,496
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Estimated Useful Life
from Acquisition
|
||||||||||||||||||||
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Carrying
Value
|
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Carrying
Value
|
|
|||||||||||||
Trade names
|
$
|
1,250
|
|
|
$
|
(1,250
|
)
|
|
$
|
—
|
|
|
$
|
1,250
|
|
|
$
|
(1,250
|
)
|
|
$
|
—
|
|
|
2.25 - 2.5 years
|
Non-compete
agreements
|
570
|
|
|
(570
|
)
|
|
—
|
|
|
569
|
|
|
(569
|
)
|
|
—
|
|
|
1- 3.5 years
|
||||||
Leasehold
|
45
|
|
|
(45
|
)
|
|
—
|
|
|
45
|
|
|
(45
|
)
|
|
—
|
|
|
2.5 years
|
||||||
Customer relationships
|
10,120
|
|
|
(8,989
|
)
|
|
1,131
|
|
|
10,071
|
|
|
(8,278
|
)
|
|
1,793
|
|
|
1.6 - 9 years
|
||||||
Developed technology
|
1,509
|
|
|
(1,509
|
)
|
|
—
|
|
|
1,487
|
|
|
(1,487
|
)
|
|
—
|
|
|
2.5 - 3 years
|
||||||
Other intangibles
|
492
|
|
|
(488
|
)
|
|
4
|
|
|
493
|
|
|
(483
|
)
|
|
10
|
|
|
9 years
|
||||||
Total definite-lived
identifiable
intangible assets
|
$
|
13,986
|
|
|
$
|
(12,851
|
)
|
|
$
|
1,135
|
|
|
$
|
13,915
|
|
|
$
|
(12,112
|
)
|
|
$
|
1,803
|
|
|
|
2020
|
$
|
470
|
|
2021
|
282
|
|
|
2022
|
197
|
|
|
2023
|
138
|
|
|
2024
|
48
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
U.S. Credit Agreement:
|
|
|
|
||||
Revolving loan
|
$
|
30,200
|
|
|
$
|
35,500
|
|
Equipment loan
|
5,426
|
|
|
3,263
|
|
||
Debt issuance costs
|
(303
|
)
|
|
(382
|
)
|
||
Finance leases
|
2,177
|
|
|
3,495
|
|
||
Other
|
300
|
|
|
82
|
|
||
Total
|
37,800
|
|
|
41,958
|
|
||
Less current portion of long-term debt
|
2,971
|
|
|
2,610
|
|
||
Long-term debt, less current portion
|
$
|
34,829
|
|
|
$
|
39,348
|
|
Years ended December 31,
|
|
||
2020
|
$
|
1,618
|
|
2021
|
1,654
|
|
|
2022
|
818
|
|
|
2023
|
30,781
|
|
|
2024
|
431
|
|
|
Total
|
$
|
35,302
|
|
|
Shares
|
|
Price Per Share
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (in
years)
|
|
Aggregate
Intrinsic
Value (in
millions)
|
|||||
Outstanding, December 31, 2018
|
1,264,394
|
|
|
$1.46 - $14.66
|
|
$
|
7.41
|
|
|
|
|
|
||
Granted
|
323,500
|
|
|
$3.31 - $6.26
|
|
$
|
4.84
|
|
|
|
|
|
||
Exercised
|
(9,500
|
)
|
|
$1.46
|
|
$
|
1.46
|
|
|
|
|
|
||
Canceled
|
(199,844
|
)
|
|
$1.46 - $14.66
|
|
$
|
8.77
|
|
|
|
|
|
||
Outstanding, December 31, 2019
|
1,378,550
|
|
|
$2.39 - $14.66
|
|
$
|
6.65
|
|
|
|
|
|
||
Exercisable, December 31, 2019
|
907,667
|
|
|
$2.39 - $14.66
|
|
$
|
7.21
|
|
|
4.4
|
|
$
|
—
|
|
Exercisable and expected to vest, December 31, 2019
|
1,314,500
|
|
|
$2.39 - $14.66
|
|
$
|
6.69
|
|
|
5.9
|
|
$
|
—
|
|
|
Year Ended
December 31, |
||
|
2019
|
|
2018
|
Expected dividend yield
|
—
|
|
—
|
Expected stock price volatility
|
40% - 43%
|
|
40% - 45%
|
Risk-free interest rate
|
1.6% - 2.6%
|
|
2.6% - 3.1%
|
Expected life of options (years)
|
6
|
|
6
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value per Share
|
|||
Unvested restricted stock at December 31, 2018
|
130,284
|
|
|
$
|
8.13
|
|
Granted
|
143,719
|
|
|
$
|
3.98
|
|
Vested
|
(126,786
|
)
|
|
$
|
6.43
|
|
Canceled
|
(18,075
|
)
|
|
$
|
7.87
|
|
Unvested restricted stock at December 31, 2019
|
129,142
|
|
|
$
|
5.22
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value per Share
|
|||
Unvested restricted stock at December 31, 2018
|
53,835
|
|
|
$
|
8.28
|
|
Granted
|
169,781
|
|
|
$
|
2.41
|
|
Vested
|
(135,803
|
)
|
|
$
|
3.50
|
|
Canceled
|
(73,482
|
)
|
|
$
|
3.39
|
|
Unvested restricted stock at December 31, 2019
|
14,331
|
|
|
$
|
8.95
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value per Share
|
|||
Unvested restricted stock at December 31, 2018
|
272,208
|
|
|
$
|
6.16
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Canceled
|
(195,121
|
)
|
|
$
|
5.99
|
|
Unvested restricted stock at December 31, 2019
|
77,087
|
|
|
$
|
6.59
|
|
|
Year Ended
December 31, |
|
2018
|
Expected dividend yield
|
—
|
Expected stock price volatility
|
41.6%
|
Risk-free interest rate
|
2.4%
|
Expected term (years)
|
3
|
Weighted average grant date fair value
|
$8.85
|
|
Year Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Income tax benefit computed at statutory rate
|
$
|
(212
|
)
|
|
$
|
840
|
|
Items not deductible for tax purposes
|
297
|
|
|
437
|
|
||
Change in valuation allowance
|
514
|
|
|
(79
|
)
|
||
Impact of Tax Reform Act
|
—
|
|
|
170
|
|
||
State taxes
|
443
|
|
|
576
|
|
||
Foreign exchange rate difference
|
(330
|
)
|
|
(80
|
)
|
||
Net operating loss adjustments
|
246
|
|
|
421
|
|
||
Prior year return-to-provision true-up
|
(446
|
)
|
|
426
|
|
||
Other
|
649
|
|
|
59
|
|
||
Provision for income taxes
|
$
|
1,161
|
|
|
$
|
2,770
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Current
|
|
|
|
||||
Domestic
|
$
|
(53
|
)
|
|
$
|
93
|
|
State
|
443
|
|
|
577
|
|
||
Foreign
|
295
|
|
|
1,856
|
|
||
Total Current
|
685
|
|
|
2,526
|
|
||
Deferred
|
|
|
|
||||
Domestic
|
568
|
|
|
352
|
|
||
State
|
12
|
|
|
21
|
|
||
Foreign
|
(104
|
)
|
|
(129
|
)
|
||
Total Deferred
|
476
|
|
|
244
|
|
||
Provision for income taxes
|
$
|
1,161
|
|
|
$
|
2,770
|
|
|
Year Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
226
|
|
|
$
|
105
|
|
Inventory reserve
|
66
|
|
|
67
|
|
||
Property and equipment
|
1,465
|
|
|
1,078
|
|
||
Accrued expenses
|
858
|
|
|
1,276
|
|
||
Deferred revenue
|
847
|
|
|
643
|
|
||
State tax - deferred
|
1,914
|
|
|
1,724
|
|
||
Net operating loss carryforwards
|
13,732
|
|
|
14,114
|
|
||
Other
|
4,747
|
|
|
3,992
|
|
||
|
23,855
|
|
|
22,999
|
|
||
Less - Valuation allowance
|
22,657
|
|
|
22,143
|
|
||
Total deferred tax assets
|
1,198
|
|
|
856
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Other
|
(1,952
|
)
|
|
(1,434
|
)
|
||
Total deferred tax liabilities
|
(1,952
|
)
|
|
(1,434
|
)
|
||
Deferred tax liabilities, net
|
$
|
(754
|
)
|
|
$
|
(578
|
)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net income (loss)
|
$
|
(2,170
|
)
|
|
$
|
1,228
|
|
Denominator:
|
|
|
|
||||
Weighted-average shares outstanding for basic earnings (loss) per share
|
19,449
|
|
|
19,203
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Options to purchase common stock
|
—
|
|
|
211
|
|
||
Other dilutive securities
|
—
|
|
|
412
|
|
||
Adjusted weighted-average shares outstanding for diluted earnings (loss) per share
|
19,449
|
|
|
19,826
|
|
|
December 31, 2019
|
||
Lease costs:
|
|
||
Finance lease costs:
|
|
||
Amortization of right-of-use assets
|
$
|
1,387
|
|
Interest on lease liabilities
|
160
|
|
|
Operating lease costs
|
9,326
|
|
|
Variable lease costs
|
2,949
|
|
|
Short-term lease costs
|
1,656
|
|
|
Total lease costs
|
$
|
15,478
|
|
|
December 31, 2019
|
||||||
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
|
|
||||
2020
|
$
|
10,456
|
|
|
$
|
1,253
|
|
2021
|
9,567
|
|
|
836
|
|
||
2022
|
8,698
|
|
|
143
|
|
||
2023
|
6,691
|
|
|
52
|
|
||
2024
|
4,659
|
|
|
21
|
|
||
Thereafter
|
8,491
|
|
|
—
|
|
||
Total lease payments
|
48,562
|
|
|
2,305
|
|
||
Less interest
|
(6,363
|
)
|
|
(128
|
)
|
||
Total lease obligations
|
$
|
42,199
|
|
|
$
|
2,177
|
|
|
December 31, 2019
|
||
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows arising from operating leases
|
$
|
9,365
|
|
Operating cash flows arising from finance leases
|
$
|
160
|
|
Financing cash flows arising from finance leases
|
$
|
1,644
|
|
Right-of-use assets obtained in exchange for operating lease liabilities
|
$
|
2,910
|
|
Right-of-use assets obtained in exchange for finance lease liabilities
|
$
|
414
|
|
|
December 31, 2018
|
||||||
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
|
|
||||
2019
|
$
|
9,659
|
|
|
$
|
1,811
|
|
2020
|
10,028
|
|
|
1,169
|
|
||
2021
|
9,222
|
|
|
725
|
|
||
2022
|
8,407
|
|
|
55
|
|
||
2023
|
6,828
|
|
|
—
|
|
||
Thereafter
|
12,840
|
|
|
—
|
|
||
Future minimum lease obligations
|
$
|
56,984
|
|
|
3,760
|
|
|
Less interest
|
|
|
(265
|
)
|
|||
Present value of net minimum lease obligations
|
|
|
$
|
3,495
|
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
PFS Operations
|
$
|
216,399
|
|
|
$
|
241,736
|
|
LiveArea Professional Services
|
77,623
|
|
|
84,424
|
|
||
Total revenues
|
$
|
294,022
|
|
|
$
|
326,160
|
|
Business unit direct contribution:
|
|
|
|
||||
PFS Operations
|
$
|
11,545
|
|
|
$
|
18,946
|
|
LiveArea Professional Services
|
9,247
|
|
|
10,257
|
|
||
Total business unit direct contribution
|
20,792
|
|
|
29,203
|
|
||
Unallocated corporate expenses
|
(19,905
|
)
|
|
(22,706
|
)
|
||
Income from operations
|
$
|
887
|
|
|
$
|
6,497
|
|
Depreciation and amortization:
|
|
|
|
||||
PFS Operations
|
$
|
8,047
|
|
|
$
|
7,920
|
|
LiveArea Professional Services
|
1,162
|
|
|
2,276
|
|
||
Unallocated corporate expenses
|
1,158
|
|
|
1,171
|
|
||
Total depreciation and amortization
|
$
|
10,367
|
|
|
$
|
11,367
|
|
|
Year Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues (in thousands):
|
|
|
|
||||
United States
|
$
|
243,897
|
|
|
$
|
263,506
|
|
Europe
|
46,581
|
|
|
58,027
|
|
||
Canada
|
3,476
|
|
|
4,642
|
|
||
India
|
8,098
|
|
|
8,900
|
|
||
Inter-segment Eliminations
|
(8,030
|
)
|
|
(8,915
|
)
|
||
|
$
|
294,022
|
|
|
$
|
326,160
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Long-lived assets (in thousands):
|
|
|
|
||||
United States
|
$
|
76,870
|
|
|
$
|
59,530
|
|
Europe
|
23,314
|
|
|
8,695
|
|
||
Canada
|
1,198
|
|
|
139
|
|
||
India
|
3,757
|
|
|
3,621
|
|
||
|
$
|
105,139
|
|
|
$
|
71,985
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls And Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors and Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
(b)
Weighted- average exercise price of outstanding options, warrants and rights (2) |
|
|||||
Plan category (1)
|
|
|
|
|
|
||||
Equity compensation plans approved by shareholders
|
2,311,988
|
|
|
$
|
6.65
|
|
|
639,685
|
|
Equity compensation plans not approved by shareholders
|
—
|
|
|
|
|
—
|
|
(1)
|
See Note 9 to the Consolidated Financial Statements for more detailed information regarding the Company’s equity compensation plans.
|
(2)
|
Excludes 254,228 service-based restricted stock units, 227,221 performance-based and market-based restricted stock units and 451,989 deferred stock units.
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
2.
|
Exhibits
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
3.1
|
|
|
|
|
|
3.1.1
|
|
|
|
|
|
3.1.2
|
|
|
|
|
|
3.1.3
|
|
|
|
|
|
3.1.4
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.2.1
|
|
|
|
|
|
3.2.2
|
|
|
|
|
|
3.2.3
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2**
|
|
|
|
|
|
4.1.7
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12*
|
|
|
|
|
|
10.12.1*
|
|
|
|
|
|
10.12.2*
|
|
|
|
|
|
10.34*
|
|
|
|
|
|
10.42
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.55*
|
|
|
|
|
|
10.56*
|
|
|
|
|
|
10.57*
|
|
|
|
|
|
10.58*
|
|
|
|
|
|
10.59*
|
|
|
|
|
|
10.60*
|
|
|
|
|
|
10.61
|
|
|
|
|
|
10.62
|
|
|
|
|
|
10.63
|
|
|
|
|
|
10.64
|
|
|
|
|
|
10.66
|
|
|
|
|
|
10.67
|
|
|
|
|
|
10.70*
|
|
|
|
|
|
10.71*
|
|
|
|
|
|
10.72*
|
|
|
|
|
|
10.73*
|
|
|
|
|
|
10.74*
|
|
|
|
|
|
10.76
|
|
|
|
|
|
10.77
|
|
|
|
|
|
10.78
|
|
|
|
|
|
10.79
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
10.80
|
|
|
|
|
|
10.81
|
|
|
|
|
|
10.82
|
|
|
|
|
|
10.83
|
|
|
|
|
|
10.84*
|
|
|
|
|
|
10.85*
|
|
|
|
|
|
10.86*
|
|
|
|
|
|
21**
|
|
|
|
|
|
23.1**
|
|
|
|
|
|
24.1**
|
|
Power of Attorney
|
|
|
|
31.1**
|
|
|
|
|
|
31.2**
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
Item 16.
|
Form 10-K Summary
|
Dated March 13, 2020
|
By:
|
/s/Thomas J. Madden
|
|
Thomas J. Madden,
|
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/Michael Willoughby
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
March 13, 2020
|
Michael Willoughby
|
|
|
|
|
|
|
|
|
|
/s/Thomas J. Madden
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
March 13, 2020
|
Thomas J. Madden
|
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/s/Stephanie DelaCruz
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Vice President Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
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March 13, 2020
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Stephanie DelaCruz
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/s/James F. Reilly
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Chairman of the Board
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March 13, 2020
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James F. Reilly
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/s/Monica Luechtefeld
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Director
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March 13, 2020
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Monica Luechtefeld
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/s/David I. Beatson
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Director
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March 13, 2020
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David I. Beatson
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/s/Benjamin Rosenzweig
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Director
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March 13, 2020
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Benjamin Rosenzweig
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/s/Shinichi Nagakura
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Director
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March 13, 2020
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Shinichi Nagakura
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/s/Peter J. Stein
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Director
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March 13, 2020
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Peter J. Stein
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/s/Robert Frankfurt
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Director
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March 13, 2020
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Robert Frankfurt
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/s/G. Mercedes De Luca
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Director
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March 13, 2020
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G. Mercedes De Luca
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▪
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provide that special meetings of our stockholders may be called only by the chairman of the board or the majority of our board of directors;
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▪
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;
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▪
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requires the approval of the holders of at least seventy-five (75%) of the outstanding shares of each class of capital stock of the Company then entitle to vote thereon to (i) amend, alter or repeal any
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▪
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provide that the board of directors, upon a majority vote, may make, adopt, alter, amend or repeal the Bylaws of the Company, subject to the right of stockholders entitled to vote thereon to adopt, alter, amend or repeal such Bylaws or make new Bylaws solely upon the affirmative vote of holders at least seventy-five (75%) of the outstanding shares of each class of capital stock of the Company then entitle to vote thereon.
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▪
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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▪
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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of voting stock outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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▪
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on or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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▪
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any merger or consolidation involving the corporation and the interested stockholder;
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▪
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any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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▪
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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▪
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
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▪
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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Name
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Jurisdiction
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Priority Fulfillment Services, Inc.
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Delaware
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Priority Fulfillment Services of Canada, Inc.
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Ontario
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PFSweb BV SPRL
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Belgium
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PFSweb Bulgaria EOOD
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Bulgaria
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PFSweb GmbH
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Germany
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PFSweb Global Services Private Limited
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India
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Business Supplies Distributors Holdings, LLC
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Delaware
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Supplies Distributors, Inc.
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Delaware
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Supplies Distributors of Canada, Inc.
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Ontario
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Supplies Distributors S.A.
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Belgium
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PFSweb Retail Connect, Inc.,
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Delaware
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LiveAreaLabs, Inc.
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Washington
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REV Solutions Inc.
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Delaware
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REVTECH Solutions India Private Limited
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India
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CrossView, LLC
Conexus, Limited
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Delaware
England
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Moda Superbe Limited
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England
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PFSweb Philippines Services LLC
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Philippines
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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March 13, 2020
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By:
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/s/ MICHAEL WILLOUGHBY
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Chief Executive Officer
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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March 13, 2020
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By:
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/s/ THOMAS J. MADDEN
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Chief Financial Officer
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March 13, 2020
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/s/ Michael Willoughby
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Michael Willoughby
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Chief Executive Officer
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March 13, 2020
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/s/ Thomas J. Madden
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Thomas J. Madden
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Chief Financial Officer
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