PFSW Pfsweb Inc

PFSweb, Inc. (Nasdaq: PFSW), an international business process outsourcing provider of end-to-end web commerce solutions and an online discount retailer, today announced its financial results for the third quarter and nine months ended September 30, 2008. Summary of consolidated results for the third quarter ended September 30, 2008: Total reported revenue was $109.9 million, compared to $112.0 million for the third quarter of 2007; Adjusted EBITDA (as defined) was $2.5 million versus $3.2 million for the same period last year; Net income was $43,000, or $0.00 per basic and diluted share, compared $162,000, or $0.02 per basic and diluted share, for the third quarter of 2007; Non-GAAP net income (as defined) was $0.4 million, or $0.04 per basic and diluted share, compared to non-GAAP net income of $0.5 million, or $0.05 per basic and diluted share, for the third quarter of 2007; Merchandise sales (as defined) totaled approximately $713 million for the third quarter of 2008 versus $751 million for the same period last year; Total cash, cash equivalents and restricted cash equaled $17.5 million as of September 30, 2008 compared to $16.3 million as of December 31, 2007. Summary of consolidated results for the nine months ended September 30, 2008: Total reported revenue was $339.1 million, compared to $324.8 million for the nine months ended September 30, 2007; Adjusted EBITDA (as defined) was $7.7 million versus $7.3 million for the same period last year; Net income was $0.5 million, or $0.05 per basic and diluted share, compared to a net loss of $2.0 million, or $0.21 per basic and diluted share, for the nine months ended September 30, 2007; Non-GAAP net income (as defined) was $1.6 million, or $0.16 per basic and diluted share, compared to a non-GAAP net loss of $0.9 million, or $0.09 per basic and diluted share, for the same period last year; Merchandise sales (as defined) totaled nearly $2.1 billion in both the 2008 and 2007 nine month periods ended September 30. Mark Layton, Chairman and Chief Executive Officer of PFSweb, stated, �We are pleased to announce that the third quarter of 2008 represents our sixth consecutive quarter of profitability, which was driven by another strong quarter of measurable growth in our Service Fee business. These positive results are especially significant when considering the economic challenges currently facing the global economy.� All share data and per share data in this press release reflects the impact of the Company�s 1 for 4.7 reverse stock split effective June 2, 2008. Summary of results by business: Service Fee Business: For the third quarter of 2008, Service Fee revenue increased 24% to $22.9 million, compared with $18.4 million for the same period in 2007. The Service Fee business reported Adjusted EBITDA of $1.5 million for the third quarter of 2008, compared to $2.0 million for the same period last year. For the nine months ended September 30, 2008, Service Fee revenue increased 23% to $65.0 million, from $53.0 million for the same period in 2007. The Service Fee business reported Adjusted EBITDA of $4.2 million for the nine months ended September 30, 2008, compared to $4.3 million for the same period last year. Mike Willoughby, President of PFSweb�s services division, commented, �Our Service Fee revenue growth for both the three and nine months ended September 30, 2008 is attributable to new contracts, temporary increased activity occurring from January 2008 and ending September 2008 for our U.S. government contract and incremental project activity. We continue to sign new Service Fee clients and maintain a robust pipeline of potential new business, which is currently in excess of $30 million. In particular, as announced last week, we recently signed agreements with several luxury goods and fashion apparel companies, and plan to launch their programs throughout 2009. Further, our business remains competitive internationally, especially in Europe where we just launched a program for Comptoir des Cotonniers. We are excited about the success we are experiencing in engaging new clients and prospects with the end-to-end ecommerce offering we unveiled earlier this year. This new business is targeted to partially offset the impact of the non-renewal, effective early in 2009, of a large client engagement with an agency of the U.S. government. This nonrenewal, as well as the continuing economic downturn, will affect our service fee revenue and growth outlook for 2009, although our flexible business model should permit us to reduce some of our variable costs and redeploy a portion of our existing infrastructure to other client activities to partially offset the impact of these events.� Supplies Distributors Business: For the third quarter of 2008, Supplies Distributors revenue was $55.4 million, compared to $58.3 million for the same period last year. Adjusted EBITDA was $1.4 million for the third quarter of 2008, relatively consistent with $1.6 million for the same period last year. For the nine months ended September 30, 2008, Supplies Distributors revenue was $177.8 million, compared to $174.7 million for the same period last year. Adjusted EBITDA was $5.1 million for the nine months ended September 30, 2008, a slight increase compared to $5.0 million for the same period last year. Mr. Willoughby continued, �Our Supplies Distributors business continues to perform well and meet our Adjusted EBITDA expectations. Revenue for the 2008 nine month period reflects an increase year over year due to the negative impact of foreign currency fluctuations during the 2007 period that created alternative purchasing channels for certain customers, which did not occur in 2008.� eCOST.com Business: For the third quarter of 2008, eCOST.com revenue was $23.7 million, compared to $27.0 million for the same period in 2007. Adjusted EBITDA for eCOST.com in the quarter was a loss of $0.5 million, relatively consistent with the Adjusted EBITDA loss of $0.4 million for the same period last year. For the nine months ended September 30, 2008, eCOST.com revenues were $74.7 million, compared to $75.7 million for the same period in 2007. Adjusted EBITDA for eCOST.com in the nine months ended September 30, 2008 was a loss of $1.7 million, compared to a loss of $1.9 million for the same period last year. Mr. Layton continued, �While eCOST.com�s revenue declined $4 million for the quarter, we are pleased to report that our business-to-consumer (B2C) segment, which now represents 60% of eCOST.com�s revenue, increased 9% over the same period in the prior year. Because of the more attractive financial characteristics of this B2C segment, including a higher gross margin, we expect to continue to place increased focus on further improving product breath, daily deal offerings and overall service to this segment. This past week, eCOST.com unveiled a number of significant enhancements to its website. These enhancements include a feature packed new edition of our patented Bargain Countdown� shopping section, 10,000 new products in the office equipment and supply category, and a new, rich shopping cart and checkout experience. Collectively, these improvements will provide shoppers at eCOST.com improved functionality, shopping speed and overall customer experience just in time for the holiday season.� Financial Targets for Fiscal Year 2008 As announced on November 7, 2008, PFSweb�s consolidated financial targets�for the year ended December 31, 2008 are total consolidated revenues for 2008 excluding pass-through revenues, of approximately $425 million to $440 million; Adjusted EBITDA of $10 � $12 million; and non-GAAP net income, which excludes the impact of stock-based compensation and amortization of identifiable intangible assets, of approximately $1 - $3 million for 2008. Further weakening in worldwide economic conditions may cause the Company to fall toward the lower end of these targets. Conference Call Information Management will host a conference call at 9:30 a.m. Central Time (10:30 a.m. Eastern Time) on November 14, 2008 to discuss the latest corporate developments and results. To listen to the call, please dial (888) 562-3356 and enter the pin number (72555898) at least five minutes before the scheduled start time. Investors can also access the call in a �listen only� mode via the Internet at the Company�s website, www.pfsweb.com. Please allow extra time prior to the call to visit the site and download any necessary audio software. A digital replay of the conference call will be available through December 14, 2008 at (800) 642-1687, pin number (72555898). The replay also will be available at the Company�s website for a limited time. Non-GAAP Financial Measures This news release contains the non-GAAP measures non-GAAP net income (loss), Earnings Before Interest, Income Taxes, Depreciation and Amortization (�EBITDA�), and Adjusted EBITDA. 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 and amortization of identifiable intangible assets. EBITDA represents earnings (or losses) before interest, income taxes, depreciation, and amortization. Adjusted EBITDA further eliminates the effect of stock-based compensation and merger integration related expenses. Non-GAAP net income (loss), EBITDA and Adjusted EBITDA are used by management, analysts, investors and other interested parties in evaluating our operating performance compared to that of other companies in our industry, as the calculation of non-GAAP net income (loss) eliminates the effect of stock-based compensation and amortization of intangible assets and EBITDA and Adjusted EBITDA further eliminates the effect of financing, income taxes, the accounting effects of capital spending and certain other merger related expenses, which items may vary from different companies for reasons unrelated to overall operating performance. PFSweb believes these non-GAAP measures provide useful information to both management and investors by excluding certain expenses that may not be indicative of its core operating 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. These non-GAAP measures included in this press release have been reconciled to the GAAP results in the attached tables. Merchandise Sales Merchandise sales represent the estimated value of all fulfillment activity that flows through PFSweb including whether or not PFSweb is the seller of the merchandise or records the full amount of such sales on its financial statements, excluding service fee revenues that PFSweb might recognize for the underlying sales transactions. PFSweb uses merchandise sales as an operating metric to allow investors to gain a more thorough understanding of its business and business volume, in addition to GAAP net revenue. About PFSweb, Inc. PFSweb develops and deploys integrated business infrastructure solutions and fulfillment services for Fortune 1000, Global 2000 and brand name companies, including third party logistics, call center support and e-commerce services. The company serves a multitude of industries and company types, including such clients as LEGO, Discovery Commerce, Riverbed, Hewlett-Packard, International Business Machines, Hawker Beechcraft Corp., Rene Furterer USA, Roots Canada Ltd. and Xerox. Through its wholly owned eCOST.com subsidiary, PFSweb also serves as a leading multi-category online discount retailer of high-quality new, "close-out" and manufacturer recertified brand-name merchandise for consumers and small to medium size business buyers. The eCOST.com brand markets approximately 200,000 different products from leading manufacturers such as Sony, Hewlett-Packard, Onkyo, Denon, JVC, Canon, Nikon, Panasonic, Toshiba, Microsoft, Dyson, Kitchen Aid, Braun, Black & Decker, Cuisinart, Coleman, and Citizen primarily over the Internet and through direct marketing. To find out more about PFSweb, Inc. (NASDAQ: PFSW), visit the company's websites at http://www.pfsweb.com and http://www.ecost.com. 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, 2007 and Quarterly Report on From 10-Q for the quarter ended September 30, 2008 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 and the Risk Factors described therein. These factors include: our ability to retain and expand relationships with existing clients and attract and implement new clients; our reliance on the fees generated by the transaction volume or product sales of our clients; our reliance on our clients' projections or transaction volume or product sales; our dependence upon our agreements with IBM and Infoprint Solutions; our dependence upon our agreements with our major clients; our client mix, their business volumes and the seasonality of their business; our ability to finalize pending contracts; the impact of strategic alliances and acquisitions; trends in the e-commerce, outsourcing, government regulation both foreign and domestic and the market for our services; whether we can continue and manage growth; increased competition; our ability to generate more revenue and achieve sustainable profitability; effects of changes in profit margins; the customer and supplier concentration of our business; the unknown effects of possible system failures and rapid changes in technology; foreign currency risks and other risks of operating in foreign countries; potential litigation; the impact of our reverse stock split; our dependency on key personnel; the impact of new accounting standards and changes in existing accounting rules or the interpretations of those rules; our ability to renew or replace our credit facilities or find alternative financing; our ability to raise additional capital or obtain additional financing; our ability and the ability of our subsidiaries to borrow under current financing arrangements and maintain compliance with debt covenants; relationship with and our guarantees of certain of the liabilities and indebtedness of our subsidiaries; our ability to successfully achieve the anticipated benefits of the eCOST merger; eCOST's potential indemnification obligations to its former parent; eCOST's ability to maintain existing and build new relationships with manufacturers and vendors and the success of its advertising and marketing efforts; eCOST's ability to increase its sales revenue and sales margin and improve operating efficiencies and eCOST�s ability to generate a profit and cash flows sufficient to cover the values of its intangible assets. 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 Unaudited Condensed Consolidated Statements of Operations (A) (In Thousands, Except Per Share Data) � � � � � Three Months Ended Nine Months Ended September 30, September 30, � 2008 � 2007 � 2008 � 2007 � REVENUES: Product revenue, net $ 79,157 $ 85,263 $ 252,496 $ 250,398 Service fee revenue 22,900 18,398 64,966 53,006 Pass-thru revenue � 7,852 � 8,334 � 21,600 � 21,398 � Total revenues � 109,909 � 111,995 � 339,062 � 324,802 � � COSTS OF REVENUES: Cost of product revenue 73,128 78,874 233,475 231,443 Cost of service fee revenue 15,588 12,912 44,537 38,211 Cost of pass-thru revenue � 7,852 � 8,334 � 21,600 � 21,398 � Total costs of revenues � 96,568 � 100,120 � 299,612 � 291,052 � Gross profit � 13,341 � 11,875 � 39,450 � 33,750 � SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 12,454 10,678 36,397 32,493 MERGER INTEGRATION EXPENSE - - - 150 AMORTIZATION OF IDENTIFIABLE INTANGIBLES � 202 � 204 � 605 � 612 � Total operating expenses � 12,656 � 10,882 � 37,002 � 33,255 � Income (loss) from operations 685 993 2,448 495 INTEREST EXPENSE, NET � 426 � 615 � 1,123 � 1,857 � Income (loss) before income taxes 259 378 1,325 (1,362 ) INCOME TAX PROVISION � 216 � 216 � 806 � 683 � NET INCOME (LOSS) $ 43 $ 162 $ 519 $ (2,045 ) � NET INCOME (LOSS) PER SHARE (B) Basic $ 0.00 $ 0.02 $ 0.05 $ (0.21 ) Diluted $ 0.00 $ 0.02 $ 0.05 $ (0.21 ) � WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (B): Basic � 9,913 � 9,889 � 9,902 � 9,889 � Diluted � 9,972 � 10,113 � 9,991 � 9,889 � � � � � NON-GAAP NET INCOME (LOSS) $ 354 $ 538 $ 1,562 $ (863 ) EBITDA $ 2,361 $ 3,014 $ 7,267 $ 6,603 � ADJUSTED EBITDA $ 2,470 $ 3,186 $ 7,705 $ 7,323 � � (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, 2007. (B) Historical share and per share data has been restated to represent the effect of the 1-for-4.7 reverse stock split that occurred on June 2, 2008. � PFSweb, Inc. and Subsidiaries Reconciliation of certain Non-GAAP Items to GAAP (In Thousands, Except Per Share Data) � � � � � � Three Months Ended Nine Months Ended September 30, September 30, � 2008 � 2007 � 2008 � 2007 � NET INCOME (LOSS) $ 43 $ 162 $ 519 $ (2,045 ) Income tax expense 216 216 806 683 Interest expense 426 615 1,123 1,857 Depreciation and amortization � 1,676 � 2,021 � 4,819 � 6,108 � EBITDA $ 2,361 $ 3,014 $ 7,267 $ 6,603 Stock-based compensation 109 172 438 570 Merger integration related expenses � - � - � - � 150 � ADJUSTED EBITDA $ 2,470 $ 3,186 $ 7,705 $ 7,323 � � � Three Months Ended Nine Months Ended September 30, September 30, � 2008 � 2007 � 2008 � 2007 � � NET INCOME (LOSS) $ 43 $ 162 $ 519 $ (2,045 ) Stock-based compensation 109 172 438 570 Amortization of identifiable intangible assets � 202 � 204 � 605 � 612 � NON-GAAP NET INCOME (LOSS) $ 354 $ 538 $ 1,562 $ (863 ) � NET INCOME (LOSS) PER SHARE: Basic $ 0.00 $ 0.02 $ 0.05 $ (0.21 ) Diluted $ 0.00 $ 0.02 $ 0.05 $ (0.21 ) � NON-GAAP NET INCOME (LOSS) Per Share: Basic $ 0.04 $ 0.05 $ 0.16 $ (0.09 ) Diluted $ 0.04 $ 0.05 $ 0.16 $ (0.09 ) � PFSweb, Inc. and Subsidiaries Unaudited Condensed Consolidated Balance Sheets (In Thousands, Except Share Data) � � � � September 30, December 31, 2008 � 2007 � ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,701 $ 14,272 Restricted cash 2,780 2,021 Accounts receivable, net of allowance for doubtful accounts of $875 and $1,483 at September 30, 2008 and December 31, 2007, respectively 41,064 48,493 Inventories, net of reserves of $2,205 and $2,080 at September 30, 2008 and December 31, 2007, respectively 50,005 46,392 Other receivables 12,253 10,372 Prepaid expenses and other current assets � 3,126 � � 2,608 � Total current assets � 123,929 � � 124,158 � � PROPERTY AND EQUIPMENT, net 12,422 11,918 IDENTIFIABLE INTANGIBLES 5,219 5,824 GOODWILL 15,362 15,362 OTHER ASSETS � 990 � � 911 � Total assets � 157,922 � � 158,173 � � LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 20,802 $ 22,238 Trade accounts payable 62,860 56,975 Accrued expenses � 21,265 � � 22,438 � Total current liabilities � 104,927 � � 101,651 � � LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion 2,535 6,378 OTHER LIABILITIES � 991 � � 1,302 � Total liabilities � 108,453 � � 109,331 � � � 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; 75,000,000 shares authorized; 9,931,137 and 9,909,401 shares issued at September 30, 2008 and December 31, 2007, respectively; and 9,912,776 and 9,891,040 outstanding as of September 30, 2008 and December 31, 2007, respectively 10 10 Additional paid-in capital 92,610 92,121 Accumulated deficit (45,219 ) (45,738 ) Accumulated other comprehensive income 2,153 2,534 Treasury stock at cost, 18,361 shares � (85 ) � (85 ) Total shareholders' equity � 49,469 � � 48,842 � Total liabilities and shareholders' equity $ 157,922 � $ 158,173 � � PFSweb, Inc. and Subsidiaries Unaudited Consolidating Statements of Operations For the Three Months Ended September 30, 2008 (In Thousands) � � � � � � � � � Supplies PFSweb Distributors eCOST Eliminations Consolidated REVENUES: Product revenue, net $ - $ 55,448 $ 23,709 $ - $ 79,157 Service fee revenue 22,900 - - - 22,900 Service fee revenue - affiliate 1,886 - - (1,886 ) - Pass-thru revenue � 7,859 � � - � - � � (7 ) � 7,852 Total revenues � 32,645 � � 55,448 � 23,709 � � (1,893 ) � 109,909 � COSTS OF REVENUES: Cost of product revenue - 51,604 21,524 - 73,128 Cost of service fee revenue 16,265 - - (677 ) 15,588 Cost of pass-thru revenue � 7,859 � � - � - � � (7 ) � 7,852 Total costs of revenues � 24,124 � � 51,604 � 21,524 � � (684 ) � 96,568 Gross profit � 8,521 � � 3,844 � 2,185 � � (1,209 ) � 13,341 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 8,515 2,417 2,731 (1,209 ) 12,454 AMORTIZATION OF IDENTIFIABLE INTANGIBLES � - � � - � 202 � � - � � 202 Total operating expenses � 8,515 � � 2,417 � 2,933 � � (1,209 ) � 12,656 Income (loss) from operations 6 1,427 (748 ) - 685 INTEREST EXPENSE (INCOME), NET � (50 ) � 466 � 10 � � - � � 426 Income (loss) before income taxes 56 961 (758 ) - 259 INCOME TAX PROVISION (BENEFIT) � (213 ) � 429 � - � � - � � 216 NET INCOME (LOSS) $ 269 � $ 532 $ (758 ) $ - � $ 43 NON-GAAP NET INCOME (LOSS) $ 378 � $ 532 $ (556 ) $ - � $ 354 � � EBITDA $ 1,432 � $ 1,429 $ (500 ) $ - � $ 2,361 ADJUSTED EBITDA $ 1,541 � $ 1,429 $ (500 ) $ - � $ 2,470 � � A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA follows: � NET INCOME (LOSS) $ 269 $ 532 $ (758 ) $ - $ 43 Income tax expense (benefit) (213 ) 429 - - 216 Interest expense (income) (50 ) 466 10 - 426 Depreciation and amortization � 1,426 � � 2 � 248 � � - � � 1,676 EBITDA $ 1,432 $ 1,429 $ (500 ) $ - $ 2,361 Stock-based compensation � 109 � � - � - � � - � � 109 ADJUSTED EBITDA $ 1,541 � $ 1,429 $ (500 ) $ - � $ 2,470 � A reconciliation of NET INCOME(LOSS) to NON-GAAP NET INCOME (LOSS) follows: � NET INCOME (LOSS) $ 269 $ 532 $ (758 ) $ - $ 43 Stock-based compensation 109 - - - 109 Amortization of intangible assets � - � � - � 202 � � - � � 202 NON-GAAP NET INCOME (LOSS) $ 378 � $ 532 $ (556 ) $ - � $ 354 � PFSweb, Inc. and Subsidiaries Unaudited Consolidating Statements of Operations For the Nine Months Ended September 30, 2008 (In Thousands) � � � � � � � � Supplies PFSweb Distributors eCOST Eliminations Consolidated REVENUES: Product revenue, net $ - $ 177,795 $ 74,701 $ - $ 252,496 Service fee revenue 64,966 - - - 64,966 Service fee revenue - affiliate 6,106 - - (6,106 ) - Pass-thru revenue � 21,565 � � - � - � � 35 � � 21,600 Total revenues � 92,637 � � 177,795 � 74,701 � � (6,071 ) � 339,062 � COSTS OF REVENUES: Cost of product revenue - 165,103 68,372 - 233,475 Cost of service fee revenue 46,587 - - (2,050 ) 44,537 Cost of pass-thru revenue � 21,565 � � - � - � � 35 � � 21,600 Total costs of revenues � 68,152 � � 165,103 � 68,372 � � (2,015 ) � 299,612 Gross profit � 24,485 � � 12,692 � 6,329 � � (4,056 ) � 39,450 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 24,774 7,556 8,123 (4,056 ) 36,397 AMORTIZATION OF IDENTIFIABLE INTANGIBLES � - � � - � 605 � � - � � 605 Total operating expenses � 24,774 � � 7,556 � 8,728 � � (4,056 ) � 37,002 Income (loss) from operations (289 ) 5,136 (2,399 ) - 2,448 INTEREST EXPENSE (INCOME), NET � (110 ) � 1,216 � 17 � � - � � 1,123 Income (loss) before income taxes (179 ) 3,920 (2,416 ) - 1,325 INCOME TAX PROVISION (BENEFIT) � (658 ) � 1,464 � - � � - � � 806 NET INCOME (LOSS) $ 479 � $ 2,456 $ (2,416 ) $ - � $ 519 NON-GAAP NET INCOME (LOSS) $ 917 � $ 2,456 $ (1,811 ) $ - � $ 1,562 � � EBITDA $ 3,785 � $ 5,148 $ (1,666 ) $ - � $ 7,267 ADJUSTED EBITDA $ 4,223 � $ 5,148 $ (1,666 ) $ - � $ 7,705 � � A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA follows: � NET INCOME (LOSS) $ 479 $ 2,456 $ (2,416 ) $ - $ 519 Income tax expense (benefit) (658 ) 1,464 - - 806 Interest expense (income) (110 ) 1,216 17 - 1,123 Depreciation and amortization � 4,074 � � 12 � 733 � � - � � 4,819 EBITDA $ 3,785 $ 5,148 $ (1,666 ) $ - $ 7,267 Stock-based compensation � 438 � � - � - � � - � � 438 ADJUSTED EBITDA $ 4,223 � $ 5,148 $ (1,666 ) $ - � $ 7,705 � A reconciliation of NET INCOME(LOSS) to NON-GAAP NET INCOME (LOSS) follows: � NET INCOME (LOSS) $ 479 $ 2,456 $ (2,416 ) $ - $ 519 Stock-based compensation 438 - - - 438 Amortization of intangible assets � - � � - � 605 � � - � � 605 NON-GAAP NET INCOME (LOSS) $ 917 � $ 2,456 $ (1,811 ) $ - � $ 1,562 � PFSweb, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheets as of September 30, 2008 (In Thousands) � � � � � � � � � � Supplies PFSweb Distributors eCOST Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 12,024 $ 2,463 $ 214 $ - $ 14,701 Restricted cash 1,575 926 279 - 2,780 Accounts receivable, net 17,071 23,338 1,736 (1,081 ) 41,064 Inventories, net - 42,607 7,398 - 50,005 Other receivables - 12,253 - - 12,253 Prepaid expenses and other current assets � 1,569 � � 1,466 � � 91 � � - � � 3,126 � Total current assets � 32,239 � � 83,053 � � 9,718 � � (1,081 ) � 123,929 � � PROPERTY AND EQUIPMENT, net 11,924 81 417 - 12,422 NOTES RECEIVABLE FROM AFFILIATES 20,845 - - (20,845 ) - INVESTMENT IN AFFILIATES 37,901 - - (37,901 ) - IDENTIFIABLE INTANGIBLES - - 5,219 - 5,219 GOODWILL - - 15,362 - 15,362 OTHER ASSETS � 850 � � - � � 140 � � - � � 990 � Total assets � 103,759 � � 83,134 � � 30,856 � � (59,827 ) � 157,922 � � LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 8,257 $ 12,545 $ - $ - $ 20,802 Trade accounts payable 8,185 49,089 6,667 (1,081 ) 62,860 Accrued expenses � 12,651 � � 6,122 � � 2,492 � � - � � 21,265 � Total current liabilities � 29,093 � � 67,756 � � 9,159 � � (1,081 ) � 104,927 � � LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion 2,535 - - - 2,535 NOTES PAYABLE TO AFFILIATES - 5,505 15,340 (20,845 ) - OTHER LIABILITIES � 792 � � - � � 199 � � - � � 991 � Total liabilities � 32,420 � � 73,261 � � 24,698 � � (21,926 ) � 108,453 � � COMMITMENTS AND CONTINGENCIES � SHAREHOLDERS' EQUITY: Common stock 10 - 19 (19 ) 10 Capital contributions - 1,000 - (1,000 ) - Additional paid-in capital 92,610 - 28,059 (28,059 ) 92,610 Retained earnings (accumulated deficit) (23,349 ) 6,104 (21,920 ) (6,054 ) (45,219 ) Accumulated other comprehensive income 2,153 2,769 - (2,769 ) 2,153 Treasury stock � (85 ) � - � � - � � - � � (85 ) Total shareholders' equity � 71,339 � � 9,873 � � 6,158 � � (37,901 ) � 49,469 � Total liabilities and shareholders' equity $ 103,759 � $ 83,134 � $ 30,856 � $ (59,827 ) $ 157,922 � � PFSweb, Inc. and Subsidiaries Unaudited Consolidating Statements of Operations For the Three Months Ended September 30, 2007 (In Thousands) � � � � � � � � Supplies PFSweb Distributors eCOST Eliminations Consolidated REVENUES: Product revenue, net $ - $ 58,313 $ 26,950 $ - $ 85,263 Service fee revenue 18,398 - - - 18,398 Service fee revenue - affiliate 2,001 - - (2,001 ) - Pass-thru revenue � 8,415 � � - � - � � (81 ) � 8,334 Total revenues � 28,814 � � 58,313 � 26,950 � � (2,082 ) � 111,995 � COSTS OF REVENUES: Cost of product revenue - 54,295 24,581 (2 ) 78,874 Cost of service fee revenue 13,585 - - (673 ) 12,912 Cost of pass-thru revenue � 8,415 � � - � - � � (81 ) � 8,334 Total costs of revenues � 22,000 � � 54,295 � 24,581 � � (756 ) � 100,120 Gross profit � 6,814 � � 4,018 � 2,369 � � (1,326 ) � 11,875 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 6,699 2,448 2,857 (1,326 ) 10,678 AMORTIZATION OF IDENTIFIABLE INTANGIBLES � - � � - � 204 � � - � � 204 Total operating expenses � 6,699 � � 2,448 � 3,061 � � (1,326 ) � 10,882 Income (loss) from operations 115 1,570 (692 ) - 993 INTEREST EXPENSE (INCOME), NET � 48 � � 582 � (15 ) � - � � 615 Income (loss) before income taxes 67 988 (677 ) - 378 INCOME TAX PROVISION (BENEFIT) � (142 ) � 358 � - � � - � � 216 NET INCOME (LOSS) $ 209 � $ 630 $ (677 ) $ - � $ 162 NON-GAAP NET INCOME (LOSS) $ 381 � $ 630 $ (473 ) $ - � $ 538 � EBITDA $ 1,875 � $ 1,576 $ (437 ) $ - � $ 3,014 ADJUSTED EBITDA $ 2,047 � $ 1,576 $ (437 ) $ - � $ 3,186 � � A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA follows: � NET INCOME (LOSS) $ 209 $ 630 $ (677 ) $ - $ 162 Income tax expense (benefit) (142 ) 358 - - 216 Interest expense (income) 48 582 (15 ) - 615 Depreciation and amortization � 1,760 � � 6 � 255 � � - � � 2,021 EBITDA $ 1,875 $ 1,576 $ (437 ) $ - $ 3,014 Stock-based compensation � 172 � � - � - � � - � � 172 ADJUSTED EBITDA $ 2,047 � $ 1,576 $ (437 ) $ - � $ 3,186 � A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS) follows: � NET INCOME (LOSS) $ 209 $ 630 $ (677 ) $ - $ 162 Stock-based compensation 172 - - - 172 Amortization of intangible assets � - � � - � 204 � � - � � 204 NON-GAAP NET INCOME (LOSS) $ 381 � $ 630 $ (473 ) $ - � $ 538 � PFSweb, Inc. and Subsidiaries Unaudited Consolidating Statements of Operations For the Nine Months Ended September 30, 2007 (In Thousands) � � � � � � � � Supplies PFSweb Distributors eCOST Eliminations Consolidated REVENUES: Product revenue, net $ - $ 174,718 $ 75,680 $ - $ 250,398 Service fee revenue 53,006 - - - 53,006 Service fee revenue - affiliate 6,067 - - (6,067 ) - Pass-thru revenue � 21,656 � � - � - � � (258 ) � 21,398 � Total revenues � 80,729 � � 174,718 � 75,680 � � (6,325 ) � 324,802 � � COSTS OF REVENUES: Cost of product revenue - 162,146 69,303 (6 ) 231,443 Cost of service fee revenue 40,184 - - (1,973 ) 38,211 Cost of pass-thru revenue � 21,656 � � - � - � � (258 ) � 21,398 � Total costs of revenues � 61,840 � � 162,146 � 69,303 � � (2,237 ) � 291,052 � Gross profit � 18,889 � � 12,572 � 6,377 � � (4,088 ) � 33,750 � SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 20,547 7,574 8,460 (4,088 ) 32,493 MERGER INTEGRATION EXPENSE - - 150 - 150 AMORTIZATION OF IDENTIFIABLE INTANGIBLES � - � � - � 612 � � - � � 612 � Total operating expenses � 20,547 � � 7,574 � 9,222 � � (4,088 ) � 33,255 � Income (loss) from operations (1,658 ) 4,998 (2,845 ) - 495 INTEREST EXPENSE (INCOME), NET � 96 � � 1,807 � (46 ) � - � � 1,857 � Income (loss) before income taxes (1,754 ) 3,191 (2,799 ) - (1,362 ) INCOME TAX PROVISION (BENEFIT) � (471 ) � 1,154 � - � � - � � 683 � NET INCOME (LOSS) $ (1,283 ) $ 2,037 $ (2,799 ) $ - � $ (2,045 ) NON-GAAP NET INCOME (LOSS) $ (713 ) $ 2,037 $ (2,187 ) $ - � $ (863 ) � EBITDA $ 3,684 � $ 5,013 $ (2,094 ) $ - � $ 6,603 � ADJUSTED EBITDA $ 4,254 � $ 5,013 $ (1,944 ) $ - � $ 7,323 � � � A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA follows: � NET INCOME (LOSS) $ (1,283 ) $ 2,037 $ (2,799 ) $ - $ (2,045 ) Income tax expense (benefit) (471 ) 1,154 - - 683 Interest expense (income) 96 1,807 (46 ) - 1,857 Depreciation and amortization � 5,342 � � 15 � 751 � � - � � 6,108 � EBITDA $ 3,684 $ 5,013 $ (2,094 ) $ - $ 6,603 Stock-based compensation 570 - - - 570 Merger integration expense � - � � - � 150 � � - � � 150 � ADJUSTED EBITDA $ 4,254 � $ 5,013 $ (1,944 ) $ - � $ 7,323 � � A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS) follows: � NET INCOME (LOSS) $ (1,283 ) $ 2,037 $ (2,799 ) $ - $ (2,045 ) Stock-based compensation 570 - - - 570 Amortization of intangible assets � - � � - � 612 � � - � � 612 � NON-GAAP NET INCOME (LOSS) $ (713 ) $ 2,037 $ (2,187 ) $ - � $ (863 ) � PFSweb, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheets as of December 31, 2007 (In Thousands) � � � � � � � � � � Supplies PFSweb Distributors eCOST Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 10,835 $ 1,757 $ 1,680 $ - $ 14,272 Restricted cash 50 1,464 507 - 2,021 Accounts receivable, net 21,366 25,126 2,585 (584 ) 48,493 Inventories, net - 39,596 6,796 - 46,392 Other receivables 211 10,161 - - 10,372 Prepaid expenses and other current assets � 923 � � 1,321 � � 364 � � - � 2,608 � Total current assets � 33,385 � � 79,425 � � 11,932 � � (584 ) � 124,158 � � PROPERTY AND EQUIPMENT, net 11,549 21 348 - 11,918 NOTES RECEIVABLE FROM AFFILIATES 18,645 - - (18,645 ) - INVESTMENT IN AFFILIATES 38,609 - - (38,609 ) - IDENTIFIABLE INTANGIBLES - - 5,824 - 5,824 GOODWILL - - 15,362 - 15,362 OTHER ASSETS � 762 � � - � � 149 � � - � 911 � Total assets � 102,950 � � 79,446 � � 33,615 � � (57,838 ) � 158,173 � � LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 10,063 $ 12,175 $ - $ - $ 22,238 Trade accounts payable 5,615 43,265 8,679 (584 ) 56,975 Accrued expenses � 11,604 � � 7,416 � � 3,418 � � - � 22,438 � Total current liabilities � 27,282 � � 62,856 � � 12,097 � � (584 ) � 101,651 � � LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion 6,378 - - - 6,378 NOTES PAYABLE TO AFFILIATES - 6,005 12,640 (18,645 ) - OTHER LIABILITIES � 998 � � - � � 304 � � - � 1,302 � Total liabilities � 34,658 � � 68,861 � � 25,041 � � (19,229 ) � 109,331 � � COMMITMENTS AND CONTINGENCIES � SHAREHOLDERS' EQUITY: Common stock 10 - 19 (19 ) 10 Capital contributions - 1,000 - (1,000 ) - Additional paid-in capital 92,121 - 28,059 (28,059 ) 92,121 Retained earnings (accumulated deficit) (26,288 ) 6,601 (19,504 ) (6,547 ) (45,738 ) Accumulated other comprehensive income 2,534 2,984 - (2,984 ) 2,534 Treasury stock � (85 ) � - � � - � � - � (85 ) Total shareholders' equity � 68,292 � � 10,585 � � 8,574 � � (38,609 ) � 48,842 � Total liabilities and shareholders' equity $ 102,950 � $ 79,446 � $ 33,615 � $ (57,838 ) $ 158,173 � � eCOST.com, Inc. Selected Operating Data � � � � � Three Months Ended September 30, � 2008 � 2007 � Total Customers (1) 1,839,824 1,720,259 � Active Customers (2) 178,610 162,583 � New Customers (3) 34,748 21,462 � Number of Orders (4) 71,575 64,975 � Average Order Value (5) $ 323 $ 405 � Advertising Expense (6) $ 273,935 $ 219,800 � Cost to Acquire a New Customer (7) $ 5.62 $ 7.08 � � (1 ) Total customers have been calculated as the cumulative number of customers for which orders have been taken from eCOST.com's inception to the end of the reported period. � (2 ) Active customers consist of the approximate number of customers who placed orders during the 12 months prior to the end of the reported period. � (3 ) New Customers represent the number of persons that established a new account and placed an order during the reported period. � (4 ) Number of orders represents the total number of orders shipped during the reported period (not reflecting returns). � (5 ) Average order value has been calculated as gross sales divided by the total number of orders during the period presented. The impact of returns is not reflected in average order value. � (6 ) Advertising expense includes the total dollars spent on advertising during the reported period, including internet, direct mail, print and e-mail advertising, as well as customer list enhancement services. � (7 ) Catalog expense of $78,814 and $67,811 was not included in the 2008 and 2007 calculation, respectively, as it is used for retention and not acquisition. �