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PFSweb Reports First Quarter 2016 Results

Service Fee Equivalent Revenue up 33% to a Q1 Record $50.0 Million

May 9, 2016 4:05 PM EDT

ALLEN, TX -- (Marketwired) -- 05/09/16 -- PFSweb, Inc. (NASDAQ: PFSW), a global commerce service provider, reported results for the first quarter ended March 31, 2016.

First Quarter 2016 Highlights vs. Same Year-Ago Quarter

  • Total revenues increased 18% to $75.1 million
  • Service fee equivalent revenue (a non-GAAP measure defined below) increased 33% to a Q1 record $50.0 million
  • Service fee gross margin increased 310 basis points to 34.6%
  • Adjusted EBITDA (a non-GAAP measure defined below) increased to $3.8 million

Management Commentary "The momentum from our record 2015 has carried into the first quarter of 2016," said Mike Willoughby, CEO of PFSweb. "Our Q1 record revenue was driven by growth across all of our core service offerings -- agency, technology and omni-channel operations-, including the benefit from last year's acquisitions of CrossView and Moda. We also continued to leverage our newly launched consulting practice during the quarter, which enhances our positioning earlier in the client sales cycle.

"Our incremental investments in sales, marketing and infrastructure resources in 2016 are beginning to yield results. We continue to believe that our full end-to-end service offering, with integration and support capabilities across all five major enterprise level technology platforms, is a differentiator for us in the marketplace and positions us well to be a valued, strategic partner for our clients.

"For the remainder of 2016, we are targeting to continue to drive growth across our operations and professional service offerings to capitalize on our large and growing addressable market. We also remain in the early innings of leveraging our B2B capabilities, and we continue to believe this underserved portion of the market is a sizeable opportunity for our company. Most importantly, we plan to continue executing for our clients and enabling them to maximize online sales, which we believe will drive the most enhanced value for our stockholders."

First Quarter 2016 Financial Results

Total revenues in the first quarter of 2016 increased 18% to $75.1 million compared to $63.8 million in the same period of 2015. Service fee revenue in the first quarter increased 34% to $49.3 million compared to $36.7 million last year. Product revenue was $13.6 million compared to $16.7 million in the same period of 2015 due to ongoing restructuring activities by the company's last remaining client in this segment and their discontinuation of certain product lines.

Service fee equivalent revenue increased 33% to a first quarter record $50.0 million compared to $37.7 million in the year-ago quarter, driven by both new and expanded client relationships, as well as approximately $8.2 million of service fees generated in the first quarter of 2016 by the company's CrossView and Moda subsidiaries which were acquired midyear 2015.

Service fee gross margin in the first quarter of 2016 increased 310 basis points to 34.6% compared to 31.5% in the same period of 2015. The increase was due to a higher proportion of agency and technology services in the first quarter of 2016, in part due to the benefit from the Moda and CrossView acquisitions.

Adjusted EBITDA increased slightly to $3.8 million compared to $3.7 million in the same period of 2015. As a percentage of service fee equivalent revenue, adjusted EBITDA was 7.5% compared to 9.9% in the year-ago quarter. The decline in adjusted EBITDA margin was anticipated and driven by increased investment in sales, marketing and infrastructure resources to support our targeted future growth.

Net loss in the first quarter of 2016 improved to $0.8 million or $(0.04) per share, compared to a net loss of $1.7 million or $(0.10) per share in the same period of 2015. Net loss in the first quarter of 2016 included $0.8 million in amortization of acquisition-related intangible assets, $0.8 million in stock-based compensation expense, and a $0.8 million benefit from acquisition-related, restructuring and other income. This compares to $0.2 million in amortization of acquisition-related intangible assets, $0.8 million in stock-based compensation expense and $0.8 million in acquisition-related, restructuring and other costs in the same period of 2015.

Non-GAAP net income (a non-GAAP measure defined below) in the first quarter of 2016 was $41,000 or $0.00 per diluted share, compared to $130,000 or $0.01 per diluted share in the first quarter of 2015.

At March 31, 2016, cash and cash equivalents was $15.6 million compared to $21.8 million at December 31, 2015. Total debt was $37.0 million compared to $35.4 million at December 31, 2015.

2016 Outlook

PFSweb is reiterating its target for 2016 service fee equivalent revenue to range between $220 million and $230 million, reflecting growth of 19% to 24% from 2015. The company is also reiterating its target for adjusted EBITDA to range between $23 million to $25 million, up 11% to 21% from 2015. This adjusted EBITDA target includes the expected impact of incremental sales and marketing expenditures as well as other infrastructure expenditures to support the company's targeted future growth.

Conference Call

PFSweb will conduct a conference call today at 5:00 p.m. Eastern time to discuss its results for the first quarter ended March 31, 2016.

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

Date: Monday, May 9, 2016 Time: 5:00 p.m. Eastern Time (4:00 p.m. Central time) Toll-free dial-in number: 1-888-503-8169 International dial-in number: 1-719-325-2354 Conference ID: 8424190

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

The conference call will be broadcast live and available for replay at http://public.viavid.com/index.php?id=119472 and via the investor relations section of the company's website at www.pfsweb.com.

A replay of the conference call will be available after 8:00 p.m. Eastern Time on the same day through May 23, 2016.

Toll-free replay number: 1-877-870-5176 International replay number: 1-858-384-5517 Replay ID: 8424190

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

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

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

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

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

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

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

Forward-Looking Statements The matters discussed herein consist of forward-looking information under the Private Securities Litigation Reform Act of 1995 and is subject to and involves risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. PFSweb's Annual Report on Form 10-K for the year ended December 31, 2015 identifies certain factors that could cause actual results to differ materially from those projected in any forward looking statements made and investors are advised to review the Annual Report of the Company and the Risk Factors described therein. PFSweb undertakes no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. There may be additional risks that we do not currently view as material or that are not presently known.



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

                                                  (Unaudited)
                                                   March 31,   December 31,
                                                     2016          2015
                                                 ------------  ------------

                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                      $     15,636  $     21,781
  Restricted cash                                         224           275
  Accounts receivable, net of allowance for
   doubtful accounts of $558 and $600 at March
   31, 2016 and December 31, 2015, respectively        59,971        70,700
  Inventories, net of reserves of $599 and $739
   at March 31, 2016 and December 31, 2015,
   respectively                                         8,433         9,262
  Other receivables                                     6,615         8,704
  Prepaid expenses and other current assets             5,997         5,662
                                                 ------------  ------------
    Total current assets                               96,876       116,384

PROPERTY AND EQUIPMENT, net                            23,670        24,093
INTANGIBLE ASSETS, net                                  7,962         8,810
GOODWILL                                               39,829        39,829
OTHER ASSETS                                            2,199         2,174
                                                 ------------  ------------
    Total assets                                      170,536       191,290
                                                 ============  ============

       LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt and capital
   lease obligations                             $      6,267  $      3,153
  Trade accounts payable                               35,214        51,170
  Deferred revenue                                      6,499         7,390
  Performance-based contingent payments                11,440        11,679
  Accrued expenses                                     26,174        30,563
                                                 ------------  ------------
    Total current liabilities                          85,594       103,955

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
 less current portion                                  30,683        32,238
DEFERRED REVENUE                                        4,496         4,499
DEFERRED RENT                                           4,343         4,362
OTHER LONG-TERM LIABILITIES                             1,570         2,478
                                                 ------------  ------------
    Total liabilities                                 126,686       147,532
                                                 ------------  ------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock, $1.00 par value; 1,000,000
   shares authorized; none issued and
   outstanding                                              -             -
  Common stock, $.001 par value; 35,000,000
   shares authorized; 18,345,243 and 18,136,218
   shares issued at March 31, 2016 and December
   31, 2015, respectively; and 18,311,776 and
   18,012,751 shares outstanding as of March 31,
   2016 and December 31, 2015, respectively                18            18
  Additional paid-in capital                          142,149       141,948
  Accumulated deficit                                 (98,539)      (97,787)
  Accumulated other comprehensive income                  347          (296)
  Treasury stock at cost, 33,467 shares                  (125)         (125)
                                                 ------------  ------------
    Total shareholders' equity                         43,850        43,758
                                                 ------------  ------------
    Total liabilities and shareholders' equity   $    170,536  $    191,290
                                                 ============  ============

(A) The financial data above should be read in conjunction with the audited
    consolidated financial statements of PFSweb, Inc. included in its Form
    10-K for the year ended December 31, 2015.



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

                                                     Three Months Ended
                                                          March 31,
                                                 --------------------------
                                                     2016          2015
                                                 ------------  ------------
REVENUES:
  Service fee revenue                            $     49,318  $     36,708
  Product revenue, net                                 13,607        16,654
  Pass-thru revenue                                    12,155        10,484
                                                 ------------  ------------
      Total revenues                                   75,080        63,846
                                                 ------------  ------------

COSTS OF REVENUES:
  Cost of service fee revenue                          32,274        25,155
  Cost of product revenue                              12,903        15,708
  Cost of pass-thru revenue                            12,155        10,484
                                                 ------------  ------------
      Total costs of revenues                          57,332        51,347
                                                 ------------  ------------
      Gross profit                                     17,748        12,499
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES           17,550        13,614
                                                 ------------  ------------
    Income (loss) from operations                         198        (1,115)
INTEREST EXPENSE (INCOME), NET                            484           318
                                                 ------------  ------------
    Income (loss) before income taxes                    (286)       (1,433)
INCOME TAX PROVISION (BENEFIT)                            466           260
                                                 ------------  ------------
NET INCOME (LOSS)                                $       (752) $     (1,693)
                                                 ============  ============
NON-GAAP NET INCOME (LOSS)                       $         41  $        130
                                                 ============  ============

NET INCOME (LOSS) PER SHARE:
  Basic                                          $      (0.04) $      (0.10)
                                                 ============  ============
  Diluted                                        $      (0.04) $      (0.10)
                                                 ============  ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
  Basic                                                18,325        17,144
                                                 ============  ============
  Diluted                                              18,325        17,144
                                                 ============  ============

EBITDA                                           $      3,801  $      2,140
                                                 ============  ============
ADJUSTED EBITDA                                  $      3,750  $      3,723
                                                 ============  ============

(A) The financial data above should be read in conjunction with the audited
    consolidated financial statements of PFSweb, Inc. included in its Form
    10-K for the year ended December 31, 2015.



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

                                                     Three Months Ended
                                                          March 31,
                                                 --------------------------
                                                     2016          2015
                                                 ------------  ------------

NET INCOME (LOSS)                                $       (752) $     (1,693)
    Income tax expense (benefit)                          466           260
    Interest expense, net                                 484           318
    Depreciation and amortization                       3,603         3,255
                                                 ------------  ------------
EBITDA                                           $      3,801  $      2,140
    Stock-based compensation                              766           804
    Acquisition related, restructuring and other
     (income) costs                                      (817)          779
                                                 ------------  ------------
ADJUSTED EBITDA                                  $      3,750  $      3,723
                                                 ============  ============


                                                     Three Months Ended
                                                          March 31,
                                                 --------------------------
                                                     2016          2015
                                                 ------------  ------------

NET INCOME (LOSS)                                $       (752) $     (1,693)
    Stock-based compensation                              766           804
    Amortization of acquisition-related
     intangible assets                                    844           240
    Acquisition related, restructuring and other
     (income) costs                                      (817)          779
                                                 ------------  ------------
NON-GAAP NET INCOME (LOSS)                       $         41  $        130
                                                 ============  ============

NET INCOME (LOSS) PER SHARE:
  Basic                                          $      (0.04) $      (0.10)
                                                 ============  ============
  Diluted                                        $      (0.04) $      (0.10)
                                                 ============  ============

NON-GAAP NET INCOME (LOSS) Per Share:
  Basic                                          $       0.00  $       0.01
                                                 ============  ============
  Diluted                                        $       0.00  $       0.01
                                                 ============  ============


                                                     Three Months Ended
                                                          March 31,
                                                 --------------------------
                                                     2016          2015
                                                 ------------  ------------

TOTAL REVENUES                                   $     75,080  $     63,846
  Pass-thru revenue                                   (12,155)      (10,484)
  Cost of product revenue                             (12,905)      (15,708)
                                                 ------------  ------------
SERVICE FEE EQUIVALENT REVENUE                   $     50,020  $     37,654
                                                 ============  ============



                       PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
                 For the Three Months Ended March 31, 2016
                               (In Thousands)

                                      Business
                                         &
                                       Retail
                             PFSweb   Connect   Eliminations   Consolidated
                            -------  --------- -------------  -------------
REVENUES:
  Service fee revenue       $45,216  $   4,102 $           -  $      49,318
  Service fee revenue -
   affiliate                  3,617        235        (3,852)             -
  Product revenue, net            -     13,607             -         13,607
  Pass-thru revenue          12,155          -             -         12,155
                            -------  --------- -------------  -------------
      Total revenues         60,988     17,944        (3,852)        75,080
                            -------  --------- -------------  -------------

COSTS OF REVENUES:
  Cost of service fee
   revenue                   31,467      3,986        (3,179)        32,274
  Cost of product revenue         -     12,903             -         12,903
  Cost of pass-thru revenue  12,155          -             -         12,155
                            -------  --------- -------------  -------------
      Total costs of
       revenues              43,622     16,889        (3,179)        57,332
                            -------  --------- -------------  -------------
      Gross profit           17,366      1,055          (673)        17,748
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES     17,663        560          (673)        17,550
                            -------  --------- -------------  -------------
    Income (loss) from
     operations                (297)       495             -            198
INTEREST EXPENSE (INCOME),
 NET                            394         90             -            484
                            -------  --------- -------------  -------------
    Income (loss) before
     income taxes              (691)       405             -           (286)
INCOME TAX PROVISION
 (BENEFIT)                      326        140             -            466
                            -------  --------- -------------  -------------
NET INCOME (LOSS)           $(1,017) $     265 $           -  $        (752)
                            =======  ========= =============  =============
NON-GAAP NET INCOME (LOSS)  $  (224) $     265 $           -  $          41
                            =======  ========= =============  =============

EBITDA                      $ 3,300  $     501 $           -  $       3,801
                            =======  ========= =============  =============
ADJUSTED EBITDA             $ 3,249  $     501 $           -  $       3,750
                            =======  ========= =============  =============


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

NET INCOME (LOSS)           $(1,017) $     265 $           -           (752)
    Income tax expense
     (benefit)                  326        140             -            466
    Interest expense
     (income), net              394         90             -            484
    Depreciation and
     amortization             2,753          6             -          2,759
    Amortization of
     acquisition-related
     intangible assets          844          -             -            844
                            -------  --------- -------------  -------------
EBITDA                      $ 3,300  $     501 $           -  $       3,801
    Stock-based
     compensation               766          -             -            766
    Acquisition related,
     restructuring and
     other income              (817)         -             -           (817)
                            -------  --------- -------------  -------------
ADJUSTED EBITDA             $ 3,249  $     501 $           -  $       3,750
                            =======  ========= =============  =============

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

NET INCOME (LOSS)           $(1,017) $     265 $           -  $        (752)
    Stock-based
     compensation               766          -             -            766
    Amortization of
     acquisition-related
     intangible assets          844          -             -            844
    Acquisition related,
     restructuring and
     other income              (817)         -             -           (817)
                            -------  --------- -------------  -------------
NON-GAAP NET INCOME (LOSS)  $  (224) $     265 $           -  $          41
                            =======  ========= =============  =============

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



                       PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
                 For the Three Months Ended March 31, 2015
                               (In Thousands)

                                      Business
                                         &
                                       Retail
                             PFSweb   Connect   Eliminations   Consolidated
                            -------  --------- -------------  -------------
REVENUES:
  Service fee revenue       $32,732  $   3,976 $           -  $      36,708
  Service fee revenue -
   affiliate                  3,493        204        (3,697)             -
  Product revenue, net            -     16,654             -         16,654
  Pass-thru revenue          10,484          -             -         10,484
                            -------  --------- -------------  -------------
      Total revenues         46,709     20,834        (3,697)        63,846
                            -------  --------- -------------  -------------

COSTS OF REVENUES:
  Cost of service fee
   revenue                   24,657      3,946        (3,448)        25,155
  Cost of product revenue         -     15,708             -         15,708
  Cost of pass-thru revenue  10,484          -             -         10,484
                            -------  --------- -------------  -------------
      Total costs of
       revenues              35,141     19,654        (3,448)        51,347
                            -------  --------- -------------  -------------
      Gross profit           11,568      1,180          (249)        12,499
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES     13,230        633          (249)        13,614
                            -------  --------- -------------  -------------
    Income (loss) from
     operations              (1,662)       547             -         (1,115)
INTEREST EXPENSE (INCOME),
 NET                            206        112             -            318
                            -------  --------- -------------  -------------
    Income (loss) before
     income taxes            (1,868)       435             -         (1,433)
INCOME TAX PROVISION
 (BENEFIT)                      106        154             -            260
                            -------  --------- -------------  -------------
NET INCOME (LOSS)           $(1,974) $     281 $           -  $      (1,693)
                            =======  ========= =============  =============
NON-GAAP NET INCOME (LOSS)  $  (151) $     281 $           -  $         130
                            =======  ========= =============  =============

EBITDA                      $ 1,569  $     571 $           -  $       2,140
                            =======  ========= =============  =============
ADJUSTED EBITDA             $ 3,152  $     571 $           -  $       3,723
                            =======  ========= =============  =============


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

NET INCOME (LOSS)           $(1,974) $     281 $           -         (1,693)
    Income tax expense
     (benefit)                  106        154             -            260
    Interest expense
     (income), net              206        112             -            318
    Depreciation and
     amortization             2,991         24             -          3,015
    Amortization of
     acquisition-related
     intangible assets          240          -             -            240
                            -------  --------- -------------  -------------
EBITDA                      $ 1,569  $     571 $           -  $       2,140
    Stock-based
     compensation               804          -             -            804
    Acquisition related,
     restructuring and
     other costs                779          -             -            779
                            -------  --------- -------------  -------------
ADJUSTED EBITDA             $ 3,152  $     571 $           -  $       3,723
                            =======  ========= =============  =============

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

NET INCOME (LOSS)           $(1,974) $     281 $           -  $      (1,693)
    Stock-based
     compensation               804          -             -            804
    Amortization of
     acquisition-related
     intangible assets          240          -             -            240
    Acquisition related,
     restructuring and
     other costs                779          -             -            779
                            -------  --------- -------------  -------------
NON-GAAP NET INCOME (LOSS)  $  (151) $     281 $           -  $         130
                            =======  ========= =============  =============

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



                       PFSweb, Inc. and Subsidiaries
              Unaudited Condensed Consolidating Balance Sheets
                            as of March 31, 2016
                               (In Thousands)

                                     Business
                                        &
                                      Retail
                           PFSweb    Connect    Eliminations   Consolidated
                          --------  ---------  -------------  -------------
          ASSETS
CURRENT ASSETS:
  Cash and cash
   equivalents            $  8,481  $   7,155  $           -  $      15,636
  Restricted cash                -        224              -            224
  Accounts receivable,
   net                      42,928     17,795           (752)        59,971
  Inventories, net               -      8,433              -          8,433
  Other receivables            662      5,953              -          6,615
  Prepaid expenses and
   other current assets      5,152        845              -          5,997
                          --------  ---------  -------------  -------------
    Total current assets    57,223     40,405           (752)        96,876

PROPERTY AND EQUIPMENT,
 net                        23,648         22              -         23,670
RECEIVABLE/INVESTMENT IN
 AFFILIATES                 10,906          -        (10,906)             -
INTANGIBLE ASSETS, net       7,962          -              -          7,962
GOODWILL                    39,829          -              -         39,829
OTHER ASSETS                 2,199          -              -          2,199
                          --------  ---------  -------------  -------------
    Total assets           141,767     40,427        (11,658)       170,536
                          ========  =========  =============  =============

     LIABILITIES AND
    SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of
   long-term debt and
   capital lease
   obligations            $  6,267  $       -  $           -  $       6,267
  Trade accounts payable     9,027     26,939           (752)        35,214
  Deferred revenue           6,499          -              -          6,499
  Performance-based
   contingent payments      11,440          -              -         11,440
  Accrued expenses          23,389      2,785              -         26,174
                          --------  ---------  -------------  -------------
    Total current
     liabilities            56,622     29,724           (752)        85,594

LONG-TERM DEBT AND
 CAPITAL LEASE
 OBLIGATIONS, less
 current portion            30,683          -              -         30,683
PAYABLE TO AFFILIATES            -     23,545        (23,545)             -
DEFERRED REVENUE             4,496          -              -          4,496
DEFERRED RENT                4,343          -              -          4,343
OTHER LONG-TERM
 LIABILITIES                 1,570          -              -          1,570
                          --------  ---------  -------------  -------------
    Total liabilities       97,714     53,269        (24,297)       126,686
                          --------  ---------  -------------  -------------


COMMITMENTS AND
 CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Common stock                  18         19            (19)            18
  Capital contributions          -      1,000         (1,000)             -
  Additional paid-in
   capital                 142,149     28,060        (28,060)       142,149
  Retained earnings
   (accumulated deficit)   (98,359)   (43,250)        43,070        (98,539)
  Accumulated other
   comprehensive income        370      1,329         (1,352)           347
  Treasury stock              (125)         -              -           (125)
                          --------  ---------  -------------  -------------
    Total shareholders'
     equity                 44,053    (12,842)        12,639         43,850
                          --------  ---------  -------------  -------------
    Total liabilities and
     shareholders' equity $141,767  $  40,427  $     (11,658) $     170,536
                          ========  =========  =============  =============

(A) The financial data above should be read in conjunction with the audited
    consolidated financial statements of PFSweb, Inc. included in its Form
    10-K for the year ended December 31, 2015.



                       PFSweb, Inc. and Subsidiaries
              Unaudited Condensed Consolidating Balance Sheets
                          as of December 31, 2015
                               (In Thousands)

                                     Business
                                        &
                                      Retail
                           PFSweb    Connect    Eliminations   Consolidated
                          --------  ---------  -------------  -------------
          ASSETS
CURRENT ASSETS:
  Cash and cash
   equivalents            $  7,962  $  13,819  $           -  $      21,781
  Restricted cash               51        224              -            275
  Accounts receivable,
   net                      51,231     20,348           (879)        70,700
  Inventories, net               -      9,262              -          9,262
  Other receivables          2,621      6,083              -          8,704
  Prepaid expenses and
   other current assets      4,744        918              -          5,662
                          --------  ---------  -------------  -------------
    Total current assets    66,609     50,654           (879)       116,384

PROPERTY AND EQUIPMENT,
 net                        24,065         28              -         24,093
RECEIVABLE/INVESTMENT IN
 AFFILIATES                  9,577          -         (9,577)             -
INTANGIBLE ASSETS, net       8,810          -              -          8,810
GOODWILL                    39,829          -              -         39,829
OTHER ASSETS                 2,174          -              -          2,174
                          --------  ---------  -------------  -------------
    Total assets           151,064     50,682        (10,456)       191,290
                          ========  =========  =============  =============

     LIABILITIES AND
    SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of
   long-term debt and
   capital lease
   obligations            $  3,153  $       -  $           -  $       3,153
  Trade accounts payable    15,329     36,710           (869)        51,170
  Deferred revenue           7,390          -              -          7,390
  Performance-based
   contingent payments      11,679          -              -         11,679
  Accrued expenses          26,015      4,558            (10)        30,563
                          --------  ---------  -------------  -------------
    Total current
     liabilities            63,566     41,268           (879)       103,955

LONG-TERM DEBT AND
 CAPITAL LEASE
 OBLIGATIONS, less
 current portion            32,238          -              -         32,238
PAYABLE TO AFFILIATES            -     22,056        (22,056)             -
DEFERRED REVENUE             4,499          -              -          4,499
DEFERRED RENT                4,362          -              -          4,362
OTHER LONG-TERM
 LIABILITIES                 2,478          -              -          2,478
                          --------  ---------  -------------  -------------
    Total liabilities      107,143     63,324        (22,935)       147,532
                          --------  ---------  -------------  -------------


COMMITMENTS AND
 CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Common stock                  18         19            (19)            18
  Capital contributions          -      1,000         (1,000)             -
  Additional paid-in
   capital                 141,948     28,060        (28,060)       141,948
  Retained earnings
   (accumulated deficit)   (97,616)   (42,827)        42,656        (97,787)
  Accumulated other
   comprehensive income       (304)     1,106         (1,098)          (296)
  Treasury stock              (125)         -              -           (125)
                          --------  ---------  -------------  -------------
    Total shareholders'
     equity                 43,921    (12,642)        12,479         43,758
                          --------  ---------  -------------  -------------
    Total liabilities and
     shareholders' equity $151,064  $  50,682  $     (10,456) $     191,290
                          ========  =========  =============  =============

(A) The financial data above should be read in conjunction with the audited
    consolidated financial statements of PFSweb, Inc. included in its Form
    10-K for the year ended December 31, 2015.



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

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

Source: PFSweb, Inc.



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