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PFSweb Reports Record Fourth Quarter and Full Year 2015 Results

Q4 Service Fee Equivalent Revenue up 26% to $61.6 Million; Adjusted EBITDA up 9% to $7.5 Million

March 14, 2016 4:13 PM EDT

ALLEN, TX -- (Marketwired) -- 03/14/16 -- PFSweb, Inc. (NASDAQ: PFSW), a global commerce service provider, reported results for the fourth quarter and full year ended December 31, 2015.

Fourth Quarter 2015 Highlights vs. Same Year-Ago Quarter

  • Total revenues increased 14% to $90.1 million
  • Service fee equivalent revenue (a non-GAAP measure defined below) increased 26% to a record $61.6 million
  • Service fee gross margin increased 340 basis points to 31.6%
  • Adjusted EBITDA (a non-GAAP measure defined below) increased 9% to a Q4 record $7.5 million
  • Launched a new strategic commerce consulting practice to drive digital strategy for clients
  • Successfully concluded the 2015 holiday season with a high level of client satisfaction
  • Continued to aggressively build out global sales organization to support targeted future growth

Management Commentary "2015 was a breakthrough year for PFSweb as we consistently achieved record quarterly results," said Michael Willoughby, CEO of PFSweb. "These results were driven by organic growth across all three of our core service offerings -- agency, technology and omni-channel operations -- and from the acquisitions of REV Solutions, LiveAreaLabs, Moda and CrossView. The fourth quarter was particularly strong due to heavy client volumes during the important holiday season, as well as increased project work in our higher-margin agency and technology services including the benefit of the CrossView acquisition completed in August 2015.

"During the fourth quarter, we launched our strategic commerce consulting practice, which provides high-value digital strategy and platform selection consulting to both B2B and B2C companies. Though we remain in the early stages of realizing the full benefits, we've already begun to leverage the services and insight from this practice to enhance our position and monetize earlier stages of the sales cycle.

"In 2016, we will continue to focus on driving growth through higher-margin service offerings, while serving as a strategic partner to our clients. We plan to continue leveraging the added platform and B2B capabilities from our CrossView acquisition to capitalize on a larger, more rapidly growing addressable market, with the ultimate goal of helping companies maximize their online sales across B2C and B2B channels. In order to aggressively capitalize on the opportunities we see in the market, we are making further investments in sales, marketing and infrastructure resources beginning in early 2016 to support our growth in the second half of 2016 and going forward. We will also continue to pursue strategic acquisitions to enhance our agency and technology services footprint in Western Europe. We believe the execution of these initiatives will further strengthen our leadership position in the global eCommerce marketplace."

Fourth Quarter 2015 Financial Results Total revenues in the fourth quarter of 2015 increased 14% to $90.1 million compared to $78.7 million in the same period of 2014. Service fee revenue in the fourth quarter increased 27% to $60.9 million compared to $48.0 million last year. Product revenue was $13.9 million compared to $18.1 million in the same period of 2014 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 26% to a fourth quarter record $61.6 million compared to $49.0 million in the year-ago quarter, driven by both new and expanded client relationships, as well as approximately $8 million of service fees generated by the company's CrossView and Moda acquisitions in 2015.

Service fee gross margin in the fourth quarter increased 340 basis points to 31.6% compared to 28.2% in the same period of 2014. The increase was due to a higher proportion of agency and technology services in the 2015 quarter, in part due to the benefit from the acquisitions of REV and LiveArea that occurred in September 2014, as well as the Moda and CrossView acquisitions completed in 2015.

Adjusted EBITDA increased 9% to a fourth quarter record $7.5 million compared to $6.8 million in the same period of 2014. As a percentage of service fee equivalent revenue, adjusted EBITDA was 12.1% compared to 13.9% in the year-ago quarter.

Net loss in the fourth quarter was $0.6 million or $(0.03) per diluted share, compared to net income of $2.1 million or $0.12 per diluted share in the same period of 2014. Net loss in the fourth quarter of 2015 included $1.2 million in amortization of acquisition-related intangible assets, $1.2 million in stock-based compensation expense, and $1.3 million in acquisition-related, restructuring and other costs. This compares to $0.1 million in amortization of acquisition-related intangible assets, $0.6 million in stock-based compensation expense and $1.1 million in acquisition-related, restructuring and other costs in the same period of 2014.

Non-GAAP net income (a non-GAAP measure defined below) in the fourth quarter of 2015 was $3.1 million or $0.16 per diluted share, compared to $3.9 million or $0.21 per diluted share in the fourth quarter of 2014.

At December 31, 2015, cash and cash equivalents was $21.8 million compared to $18.1 million at December 31, 2014. Total debt was $35.4 million compared to $10.9 million at December 31, 2014, with the increase primarily due to funding of the CrossView acquisition.

Full Year 2015 Financial Results Total revenues in 2015 increased 17% to $288.3 million compared to $247.0 million in 2014. Service fee revenue in 2015 increased 36% to a record $182.2 million compared to $134.4 million last year, while product revenue was $58.7 million compared to $75.3 million in the prior year. Service fee equivalent revenue increased 34% to a record $185.3 million compared to $138.7 million in 2014.

Service fee gross margin in 2015 increased 280 basis points to 32.2% compared to 29.4% last year.

Adjusted EBITDA increased 52% to a record $20.7 million in 2015 compared to $13.7 million in 2014.

Net loss in 2015 was $7.9 million or $(0.45) per diluted share, compared to net loss of $4.6 million or $(0.28) per diluted share in 2014. Net loss in 2015 included $2.8 million in amortization of acquisition-related intangibles, $4.6 million in stock-based compensation expense, and $5.8 million in acquisition-related, restructuring and other costs. This compares to $0.1 million in amortization of acquisition-related intangibles, $3.1 million in stock-based compensation expense and $2.8 million in acquisition-related, restructuring and other costs in 2014.

Non-GAAP net income in 2015 increased 301% to a record $5.4 million or $0.29 per diluted share, compared to non-GAAP net income of $1.4 million or $0.08 per diluted share in 2014.

2016 Outlook PFSweb currently expects continued strong growth in service fee equivalent revenue and adjusted EBITDA as the company realizes a full year of benefit from its recent acquisitions, as well as incremental revenue from new and expanded client relationships. At this time, the company 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 fourth quarter and full year ended December 31, 2015.

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

Date: Monday, March 14, 2016 Time: 5:00 p.m. Eastern Time (4:00 p.m. Central time) Toll-free dial-in number: 1-888-523-1228 International dial-in number: 1-719-785-1765 Conference ID: 8183564

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=118606 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 March 28, 2016.

Toll-free replay number: 1-877-870-5176 International replay number: 1-858-384-5517 Replay ID: 8183564

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 and amortization of acquisition-related intangible assets.

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, 2014 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)


                                                     December     December
                                                       31,          31,
                                                       2015         2014
                                                   -----------  -----------

                      ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                        $    21,781  $    18,128
  Restricted cash                                          275          521
  Accounts receivable, net of allowance for
   doubtful accounts of $600 and $447 at December
   31, 2015 and December 31, 2014, respectively         70,700       59,126
  Inventories, net of reserves of $739 and $768 at
   December 31, 2015 and December 31, 2014,
   respectively                                          9,262       10,534
  Other receivables                                      8,704        5,638
  Prepaid expenses and other current assets              5,662        7,103
                                                   -----------  -----------
    Total current assets                               116,384      101,050

PROPERTY AND EQUIPMENT, net                             24,093       26,604
INTANGIBLE ASSETS, net                                   8,810        2,170
GOODWILL                                                39,829        8,366
OTHER ASSETS                                             2,174        2,556
                                                   -----------  -----------
    Total assets                                       191,290      140,746
                                                   ===========  ===========

        LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt and capital
   lease obligations                               $     3,153  $     6,850
  Trade accounts payable                                51,170       38,842
  Deferred revenue                                       7,390        9,098
  Performance-based contingent payments                 11,679        2,338
  Accrued expenses                                      30,563       26,135
                                                   -----------  -----------
    Total current liabilities                          103,955       83,263

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less
 current portion                                        32,238        4,062
DEFERRED REVENUE                                         4,499        5,355
DEFERRED RENT                                            4,362        4,870
OTHER LONG-TERM LIABILITIES                              2,478        3,091
                                                   -----------  -----------
    Total liabilities                                  147,532      100,641
                                                   -----------  -----------

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; 18,136,218 and 17,047,093 shares
   issued at December 31, 2015 and December 31,
   2014, respectively; and 18,102,751 and
   17,013,622 shares outstanding as of December
   31, 2015 and December 31, 2014, respectively             18           17
  Additional paid-in capital                           141,948      129,457
  Accumulated deficit                                  (97,787)     (89,926)
  Accumulated other comprehensive income                  (296)         682
  Treasury stock at cost, 33,467 shares                   (125)        (125)
                                                   -----------  -----------
    Total shareholders' equity                          43,758       40,105
                                                   -----------  -----------
    Total liabilities and shareholders' equity     $   191,290  $   140,746
                                                   ===========  ===========

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

                                  Three Months Ended        Years Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2015       2014       2015       2014
                                 ---------  ---------  ---------  ---------
REVENUES:
  Product revenue, net           $  13,928  $  18,102  $  58,659  $  75,284
  Service fee revenue               60,865     47,992    182,175    134,385
  Pass-thru revenue                 15,271     12,587     47,435     37,379
                                 ---------  ---------  ---------  ---------
      Total revenues                90,064     78,681    288,269    247,048
                                 ---------  ---------  ---------  ---------

COSTS OF REVENUES:
  Cost of product revenue           13,215     17,067     55,587     71,019
  Cost of service fee revenue       41,633     34,471    123,574     94,858
  Cost of pass-thru revenue         15,271     12,587     47,435     37,379
                                 ---------  ---------  ---------  ---------
      Total costs of revenues       70,119     64,125    226,596    203,256
                                 ---------  ---------  ---------  ---------
      Gross profit                  19,945     14,556     61,673     43,792
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES            19,212     12,387     66,280     47,658
                                 ---------  ---------  ---------  ---------
    Income (loss) from
     operations                        733      2,169     (4,607)    (3,866)
INTEREST EXPENSE, NET                  509        323      1,757        813
                                 ---------  ---------  ---------  ---------
    Income (loss) before income
     taxes                             224      1,846     (6,364)    (4,679)
INCOME TAX PROVISION (BENEFIT)         822       (258)     1,497        (53)
                                 ---------  ---------  ---------  ---------
NET INCOME (LOSS)                $    (598) $   2,104  $  (7,861) $  (4,626)
                                 =========  =========  =========  =========
NON-GAAP NET INCOME              $   3,132  $   3,883  $   5,435  $   1,355
                                 =========  =========  =========  =========

NET INCOME (LOSS) PER SHARE:
  Basic                          $   (0.03) $    0.12  $   (0.45) $   (0.28)
                                 =========  =========  =========  =========
  Diluted                        $   (0.03) $    0.12  $   (0.45) $   (0.28)
                                 =========  =========  =========  =========

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING:
  Basic                             18,080     16,905     17,608     16,737
                                 =========  =========  =========  =========
  Diluted                           18,080     18,258     17,608     16,737
                                 =========  =========  =========  =========

EBITDA                           $   4,918  $   5,195  $  10,224  $   7,809
                                 =========  =========  =========  =========
ADJUSTED EBITDA                  $   7,453  $   6,835  $  20,692  $  13,651
                                 =========  =========  =========  =========

(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, 2014.


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

                                  Three Months Ended        Years Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2015       2014       2015       2014
                                 ---------  ---------  ---------  ---------

NET INCOME (LOSS)                $    (598) $   2,104  $  (7,861) $  (4,626)
    Income tax expense (benefit)       822       (258)     1,497        (53)
    Interest expense, net              509        323      1,757        813
    Depreciation and
     amortization                    4,185      3,026     14,831     11,675
                                 ---------  ---------  ---------  ---------
EBITDA                           $   4,918  $   5,195  $  10,224  $   7,809
    Stock-based compensation         1,191        550      4,637      3,059
    Acquisition related,
     restructuring and other
     costs                           1,344      1,090      5,831      2,783
                                 ---------  ---------  ---------  ---------
ADJUSTED EBITDA                  $   7,453  $   6,835  $  20,692  $  13,651
                                 =========  =========  =========  =========


                                  Three Months Ended        Years Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2015       2014       2015       2014
                                 ---------  ---------  ---------  ---------

NET INCOME (LOSS)                $    (598) $   2,104  $  (7,861) $  (4,626)
    Stock-based compensation         1,191        550      4,637      3,059
    Amortization of acquisition-
     related intangible assets       1,195        139      2,828        139
    Acquisition related,
     restructuring and other
     costs                           1,344      1,090      5,831      2,783
                                 ---------  ---------  ---------  ---------
NON-GAAP NET INCOME              $   3,132  $   3,883  $   5,435  $   1,355
                                 =========  =========  =========  =========

NET INCOME (LOSS) PER SHARE:
  Basic                          $   (0.03) $    0.12  $   (0.45) $   (0.28)
                                 =========  =========  =========  =========
  Diluted                        $   (0.03) $    0.12  $   (0.45) $   (0.28)
                                 =========  =========  =========  =========

NON-GAAP NET INCOME PER SHARE:
  Basic                          $    0.17  $    0.23  $    0.31  $    0.08
                                 =========  =========  =========  =========
  Diluted                        $    0.16  $    0.21  $    0.29  $    0.08
                                 =========  =========  =========  =========



                                   Three Months Ended       Years Ended
                                      December 31,          December 31,
                                 --------------------  --------------------
                                    2015       2014       2015       2014
                                 ---------  ---------  ---------  ---------

TOTAL REVENUES                   $  90,064  $  78,681  $ 288,269  $ 247,048
  Pass-thru revenue                (15,271)   (12,587)   (47,435)   (37,379)
  Cost of product revenue          (13,215)   (17,067)   (55,587)   (71,019)
                                 ---------  ---------  ---------  ---------
SERVICE FEE EQUIVALENT REVENUE   $  61,578  $  49,027  $ 185,247  $ 138,650
                                 =========  =========  =========  =========


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

                                        Business
                                        & Retail
                              PFSweb    Connect  Eliminations  Consolidated
                            ---------  --------- ------------  ------------
REVENUES:
  Product revenue, net      $       -  $  13,928 $          -  $     13,928
  Service fee revenue          54,771      6,094            -        60,865
  Service fee revenue -
   affiliate                    5,422        250       (5,672)            -
  Pass-thru revenue            15,271          -            -        15,271
                            ---------  --------- ------------  ------------
      Total revenues           75,464     20,272       (5,672)       90,064
                            ---------  --------- ------------  ------------

COSTS OF REVENUES:
  Cost of product revenue           -     13,256            -        13,256
  Cost of service fee
   revenue                     41,345      5,736       (5,489)       41,592
  Cost of pass-thru revenue    15,271          -            -        15,271
                            ---------  --------- ------------  ------------
      Total costs of
       revenues                56,616     18,992       (5,489)       70,119
                            ---------  --------- ------------  ------------
      Gross profit             18,848      1,280         (183)       19,945
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES       18,899        496         (183)       19,212
                            ---------  --------- ------------  ------------
    Income (loss) from
     operations                   (51)       784            -           733
INTEREST EXPENSE, NET             414         95            -           509
                            ---------  --------- ------------  ------------
    Income (loss) before
     income taxes                (465)       689            -           224
INCOME TAX PROVISION              592        230            -           822
                            ---------  --------- ------------  ------------
NET INCOME (LOSS)           $  (1,057) $     459 $          -  $       (598)
                            =========  ========= ============  ============
NON-GAAP NET INCOME         $   2,673  $     459 $          -  $      3,132
                            =========  ========= ============  ============

EBITDA                      $   4,124  $     794 $          -  $      4,918
                            =========  ========= ============  ============
ADJUSTED EBITDA             $   6,659  $     794 $          -  $      7,453
                            =========  ========= ============  ============


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

NET INCOME (LOSS)           $  (1,057) $     459 $          -          (598)
    Income tax expense            592        230            -           822
    Interest expense, net         414         95            -           509
    Amortization of
     acquisition-related
     intangible assets          1,195          -            -         1,195
    Depreciation and
     amortization               2,980         10            -         2,990
                            ---------  --------- ------------  ------------
EBITDA                      $   4,124  $     794 $          -  $      4,918
    Stock-based compensation    1,191          -            -         1,191
    Acquisition related,
     restructuring and other
     costs                      1,344          -            -         1,344
                            ---------  --------- ------------  ------------
ADJUSTED EBITDA             $   6,659  $     794 $          -  $      7,453
                            =========  ========= ============  ============

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

NET INCOME (LOSS)           $  (1,057) $     459 $          -  $       (598)
    Stock-based compensation    1,191          -            -         1,191
    Amortization of
     acquisition-related
     intangible assets          1,195          -            -         1,195
    Acquisition related,
     restructuring and other
     costs                      1,344          -            -         1,344
                            ---------  --------- ------------  ------------
NON-GAAP NET INCOME         $   2,673  $     459 $          -  $      3,132
                            =========  ========= ============  ============

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 December 31, 2014
                               (In Thousands)

                                      Business &
                                        Retail
                            PFSweb      Connect  Eliminations  Consolidated
                          ----------  ---------- ------------  ------------
REVENUES:
  Product revenue, net    $        -  $   18,102 $          -  $     18,102
  Service fee revenue         42,634       5,358            -        47,992
  Service fee revenue -
   affiliate                   4,642         292       (4,934)            -
  Pass-thru revenue           12,587           -            -        12,587
                          ----------  ---------- ------------  ------------
      Total revenues          59,863      23,752       (4,934)       78,681
                          ----------  ---------- ------------  ------------

COSTS OF REVENUES:
  Cost of product revenue          -      17,067            -        17,067
  Cost of service fee
   revenue                    33,855       5,328       (4,712)       34,471
  Cost of pass-thru
   revenue                    12,587           -            -        12,587
                          ----------  ---------- ------------  ------------
      Total costs of
       revenues               46,442      22,395       (4,712)       64,125
                          ----------  ---------- ------------  ------------
      Gross profit            13,421       1,357         (222)       14,556
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES      12,025         584         (222)       12,387
                          ----------  ---------- ------------  ------------
    Income from
     operations                1,396         773            -         2,169
INTEREST EXPENSE, NET            196         127            -           323
                          ----------  ---------- ------------  ------------
    Income before income
     taxes                     1,200         646            -         1,846
INCOME TAX PROVISION
 (BENEFIT)                      (497)        239            -          (258)
                          ----------  ---------- ------------  ------------
NET INCOME                $    1,697  $      407 $          -  $      2,104
                          ==========  ========== ============  ============
NON-GAAP NET INCOME       $    3,476  $      407 $          -  $      3,883
                          ==========  ========== ============  ============

EBITDA                    $    4,409  $      786 $          -  $      5,195
                          ==========  ========== ============  ============
ADJUSTED EBITDA           $    6,049  $      786 $          -  $      6,835
                          ==========  ========== ============  ============


A reconciliation of NET INCOME to EBITDA and ADJUSTED EBITDA follows:

NET INCOME                $    1,697  $      407 $          -         2,104
    Income tax expense
     (benefit)                  (497)        239            -          (258)
    Interest expense, net        196         127            -           323
    Amortization of
     acquisition-related
     intangible assets           139           -            -           139
    Depreciation and
     amortization              2,874          13            -         2,887
                          ----------  ---------- ------------  ------------
EBITDA                    $    4,409  $      786 $          -  $      5,195
    Stock-based
     compensation                550           -            -           550
    Acquisition related,
     restructuring and
     other costs               1,090           -            -         1,090
                          ----------  ---------- ------------  ------------
ADJUSTED EBITDA           $    6,049  $      786 $          -  $      6,835
                          ==========  ========== ============  ============

A reconciliation of NET INCOME to NON-GAAP NET INCOME follows:

NET INCOME                $    1,697  $      407 $          -  $      2,104
    Stock-based
     compensation                550           -            -           550
    Amortization of
     acquisition-related
     intangible assets           139           -            -           139
    Acquisition related,
     restructuring and
     other costs               1,090           -            -         1,090
                          ----------  ---------- ------------  ------------
NON-GAAP NET INCOME       $    3,476  $      407 $          -  $      3,883
                          ==========  ========== ============  ============

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 Year Ended December 31, 2015
                               (In Thousands)

                                      Business &
                                        Retail
                            PFSweb      Connect  Eliminations  Consolidated
                          ----------  ---------- ------------  ------------
REVENUES:
  Product revenue, net    $        -  $   58,659 $          -  $     58,659
  Service fee revenue        165,510      16,665            -       182,175
  Service fee revenue -
   affiliate                  15,559         818      (16,377)            -
  Pass-thru revenue           47,435           -            -        47,435
                          ----------  ---------- ------------  ------------
      Total revenues         228,504      76,142      (16,377)      288,269
                          ----------  ---------- ------------  ------------

COSTS OF REVENUES:
  Cost of product revenue          -      55,587            -        55,587
  Cost of service fee
   revenue                   122,981      16,193      (15,600)      123,574
  Cost of pass-thru
   revenue                    47,435           -            -        47,435
                          ----------  ---------- ------------  ------------
      Total costs of
       revenues              170,416      71,780      (15,600)      226,596
                          ----------  ---------- ------------  ------------
      Gross profit            58,088       4,362         (777)       61,673
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES      64,427       2,630         (777)       66,280
                          ----------  ---------- ------------  ------------
    Income (loss) from
     operations               (6,339)      1,732            -        (4,607)
INTEREST EXPENSE, NET          1,326         431            -         1,757
                          ----------  ---------- ------------  ------------
    Income (loss) before
     income taxes             (7,665)      1,301            -        (6,364)
INCOME TAX PROVISION             954         543            -         1,497
                          ----------  ---------- ------------  ------------
NET INCOME (LOSS)         $   (8,619) $      758 $          -  $     (7,861)
                          ==========  ========== ============  ============
NON-GAAP NET INCOME       $    4,357  $    1,078 $          -  $      5,435
                          ==========  ========== ============  ============

EBITDA                    $    8,424  $    1,800 $          -  $     10,224
                          ==========  ========== ============  ============
ADJUSTED EBITDA           $   18,572  $    2,120 $          -  $     20,692
                          ==========  ========== ============  ============


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

NET INCOME (LOSS)         $   (8,619) $      758 $          -        (7,861)
    Income tax expense
     (benefit)                   954         543            -         1,497
    Interest expense
     (income), net             1,326         431            -         1,757
    Amortization of
     acquisition-related
     intangible assets         2,828           -            -         2,828
    Depreciation and
     amortization             11,935          68            -        12,003
                          ----------  ---------- ------------  ------------
EBITDA                    $    8,424  $    1,800 $          -  $     10,224
    Stock-based
     compensation              4,637           -            -         4,637
    Acquisition related,
     restructuring and
     other costs               5,511         320            -         5,831
                          ----------  ---------- ------------  ------------
ADJUSTED EBITDA           $   18,572  $    2,120 $          -  $     20,692
                          ==========  ========== ============  ============

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

NET INCOME (LOSS)         $   (8,619) $      758 $          -  $     (7,861)
    Stock-based
     compensation              4,637           -            -         4,637
    Amortization of
     acquisition-related
     intangible assets         2,828           -            -         2,828
    Acquisition related,
     restructuring and
     other costs               5,511         320            -         5,831
                          ----------  ---------- ------------  ------------
NON-GAAP NET INCOME       $    4,357  $    1,078 $          -  $      5,435
                          ==========  ========== ============  ============

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 Year Ended December 31, 2014
                               (In Thousands)

                                      Business &
                                        Retail
                            PFSweb      Connect  Eliminations  Consolidated
                          ----------  ---------- ------------  ------------
REVENUES:
  Product revenue, net    $        -  $   75,284 $          -  $     75,284
  Service fee revenue        119,573      14,812            -       134,385
  Service fee revenue -
   affiliate                  14,556       1,138      (15,694)            -
  Pass-thru revenue           37,379           -            -        37,379
                          ----------  ---------- ------------  ------------
      Total revenues         171,508      91,234      (15,694)      247,048
                          ----------  ---------- ------------  ------------

COSTS OF REVENUES:
  Cost of product revenue          -      71,019            -        71,019
  Cost of service fee
   revenue                    94,301      15,182      (14,625)       94,858
  Cost of pass-thru
   revenue                    37,379           -            -        37,379
                          ----------  ---------- ------------  ------------
      Total costs of
       revenues              131,680      86,201      (14,625)      203,256
                          ----------  ---------- ------------  ------------
      Gross profit            39,828       5,033       (1,069)       43,792
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES      45,779       2,948       (1,069)       47,658
                          ----------  ---------- ------------  ------------
    Income (loss) from
     operations               (5,951)      2,085            -        (3,866)
INTEREST EXPENSE
 (INCOME), NET                   264         549            -           813
                          ----------  ---------- ------------  ------------
    Income (loss) before
     income taxes             (6,215)      1,536            -        (4,679)
INCOME TAX PROVISION
 (BENEFIT)                      (625)        572            -           (53)
                          ----------  ---------- ------------  ------------
NET INCOME (LOSS)         $   (5,590) $      964 $          -  $     (4,626)
                          ==========  ========== ============  ============
NON-GAAP NET INCOME       $      391  $      964 $          -  $      1,355
                          ==========  ========== ============  ============

EBITDA                    $    5,669  $    2,140 $          -  $      7,809
                          ==========  ========== ============  ============
ADJUSTED EBITDA           $   11,511  $    2,140 $          -  $     13,651
                          ==========  ========== ============  ============


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

NET INCOME (LOSS)         $   (5,590) $      964 $          -        (4,626)
    Income tax expense
     (benefit)                  (625)        572            -           (53)
    Interest expense
     (income), net               264         549            -           813
    Amortization of
     acquisition-related
     intangible assets           139           -            -           139
    Depreciation and
     amortization             11,481          55            -        11,536
                          ----------  ---------- ------------  ------------
EBITDA                    $    5,669  $    2,140 $          -  $      7,809
    Stock-based
     compensation              3,059           -            -         3,059
    Acquisition related,
     restructuring and
     other costs               2,783           -            -         2,783
                          ----------  ---------- ------------  ------------
ADJUSTED EBITDA           $   11,511  $    2,140 $          -  $     13,651
                          ==========  ========== ============  ============

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

NET INCOME (LOSS)         $   (5,590) $      964 $          -  $     (4,626)
    Stock-based
     compensation              3,059           -            -         3,059
    Amortization of
     acquisition-related
     intangible assets           139           -            -           139
    Acquisition related,
     restructuring and
     other costs               2,783           -            -         2,783
                          ----------  ---------- ------------  ------------
NON-GAAP NET INCOME       $      391  $      964 $          -  $      1,355
                          ==========  ========== ============  ============

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 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, 2014.


                       PFSweb, Inc. and Subsidiaries
              Unaudited Condensed Consolidating Balance Sheets
                          as of December 31, 2014
                               (In Thousands)

                                     Business &
                                       Retail
                           PFSweb      Connect   Eliminations  Consolidated
                         ----------  ----------  ------------  ------------

         ASSETS
CURRENT ASSETS:
  Cash and cash
   equivalents           $    6,671  $   11,457  $          -  $     18,128
  Restricted cash                 -         521             -           521
  Accounts receivable,
   net                       42,081      18,415        (1,370)       59,126
  Inventories, net                -      10,534             -        10,534
  Other receivables               -       5,638             -         5,638
  Prepaid expenses and
   other current assets       6,141         962             -         7,103
                         ----------  ----------  ------------  ------------
    Total current assets     54,893      47,527        (1,370)      101,050

PROPERTY AND EQUIPMENT,
 net                         26,478         126             -        26,604
RECEIVABLE/INVESTMENT IN
 AFFILIATES                   9,938           -        (9,938)            -
INTANGIBLE ASSETS, net        2,170           -             -         2,170
GOODWILL                      8,366           -             -         8,366
OTHER ASSETS                  2,527          29             -         2,556
                         ----------  ----------  ------------  ------------
    Total assets            104,372      47,682       (11,308)      140,746
                         ==========  ==========  ============  ============

     LIABILITIES AND
   SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of
   long-term debt and
   capital lease
   obligations           $    3,583  $    3,267  $          -  $      6,850
  Trade accounts payable     13,001      27,211        (1,370)       38,842
  Deferred revenue            9,098           -             -         9,098
  Performance-based
   contingent payments        2,338           -             -         2,338
  Accrued expenses           19,000       7,135             -        26,135
                         ----------  ----------  ------------  ------------
    Total current
     liabilities             47,020      37,613        (1,370)       83,263

LONG-TERM DEBT AND
 CAPITAL LEASE
 OBLIGATIONS, less
 current portion              4,062           -             -         4,062
PAYABLE TO AFFILIATES             -      22,045       (22,045)            -
DEFERRED REVENUE              5,355           -             -         5,355
DEFERRED RENT                 4,870           -             -         4,870
OTHER LONG-TERM
 LIABILITIES                  3,091           -             -         3,091
                         ----------  ----------  ------------  ------------
    Total liabilities        64,398      59,658       (23,415)      100,641
                         ----------  ----------  ------------  ------------


COMMITMENTS AND
 CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Common stock                   17          19           (19)           17
  Capital contributions           -       1,000        (1,000)            -
  Additional paid-in
   capital                  129,457      28,060       (28,060)      129,457
  Retained earnings
   (accumulated deficit)    (90,061)    (42,711)       42,846       (89,926)
  Accumulated other
   comprehensive income         686       1,656        (1,660)          682
  Treasury stock               (125)          -             -          (125)
                         ----------  ----------  ------------  ------------
    Total shareholders'
     equity                  39,974     (11,976)       12,107        40,105
                         ----------  ----------  ------------  ------------
    Total liabilities
     and shareholders'
     equity              $  104,372  $   47,682  $    (11,308) $    140,746
                         ==========  ==========  ============  ============

(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, 2014.

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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