PFSweb, Inc. (Nasdaq: PFSW), an international business process outsourcing services 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, 2009.

“Our consolidated results for the third quarter reflect a sequential improvement versus our June 2009 quarter, driven by the ramp up of new Service Fee business client activity, further cost reduction initiatives implemented within all our business segments and certain incremental inventory cost related adjustments. We believe we have taken the necessary steps to manage costs without sacrificing our ability to grow in the direct to consumer (“D2C”) market or limiting our ability to win new Service Fee business clients,” stated Mark Layton, Chairman and Chief Executive Officer of PFSweb. “I am especially pleased with the new End2End solution for our Service Fee business, which has significantly enhanced our ability to compete for and win new client agreements. In just the past year since it was launched, we have proven what a game changer this new solution can be, winning new client agreements against our competition. We are currently in the process of launching these new client agreements, which are in different stages of being rolled out. Further, I am encouraged that our eCOST.com subsidiary continues to show bottom line improvement even on lower revenue levels. Recently announced new marketing programs at eCOST.com have been effective in increasing web traffic, boosting the number of repeat shoppers and expanding our Platinum membership program.

“I am upbeat about the outlook for the coming year in terms of growth in both our eCost.com and Service Fee business segments. We continue to maintain a solid financial position to support our operations, with more than $17 million in cash, cash equivalents and restricted cash and we are maintaining our target to achieve breakeven to positive free cash flow for calendar year 2009,” continued Mr. Layton.

Summary of consolidated results for the quarter ended September 30, 2009:

PFSweb’s September 30, 2009 results, while sequentially improved versus the June 2009 quarter, reflect a decrease as compared to the third quarter of 2008 primarily due to the global economic environment and changes to the company’s client mix, including the impact of the non-renewal of its agreement with its largest Service Fee business client earlier this year.

  • Total reported revenue was $85.6 million compared to $109.9 million for the third quarter of 2008;
  • Adjusted EBITDA (as defined) was $1.2 million versus $2.5 million for the third quarter of 2008;
  • Net loss was $846,000, or $0.09 per basic and diluted share, compared to net income of $43,000, or $0.00 per basic and diluted share, for the third quarter of 2008;
  • Non-GAAP net loss (as defined) was $723,000, or $0.07 per basic and diluted share, compared to non-GAAP net income of $354,000, or $0.04 per basic and diluted share, for the third quarter of 2008; and
  • Total cash, cash equivalents and restricted cash equaled $17.8 million as of September 30, 2009 compared to $18.1 million as of December 31, 2008.

Summary of consolidated results for the nine months ended September 30, 2009:

  • Total reported revenue was $256.9 million, compared to $339.1 million for the nine months ended September 30, 2008;
  • Adjusted EBITDA (as defined) was $3.1 million versus $7.7 million for the nine months ended September 30, 2008;
  • Net loss was $3.6 million, or $0.36 per basic and diluted share, compared to net income of $0.5 million, or $0.05 per basic and diluted share, for the nine month period ended September 30, 2008;
  • Non-GAAP net loss (as defined) was $3.2 million, or $0.33 per basic and diluted share, compared to non-GAAP net income of $1.6 million, or $0.16 per basic and diluted share, for the nine months ended September 30, 2008;

Summary of results by business:

Service Fee Business:

For the third quarter of 2009, Service Fee revenue was $13.1 million, compared with $22.9 million for the same period in 2008. This decline was primarily due to the non-renewal of a U.S. Government agency client relationship and lower activity among existing clients as a result of the economy, partially offset by increased service fees generated from new service contract relationships. The Service Fee business reported Adjusted EBITDA of $(0.8) million for the third quarter of 2009, compared to Adjusted EBITDA of $1.5 million for the same period last year.

For the nine months ended September 30, 2009, Service Fee revenue was $42.6 million, compared with $65.0 million for the same period in 2008. This decline was primarily due to the non-renewal of a U.S. Government agency client relationship and lower activity among existing clients as a result of the economy, partially offset by increased service fees generated from new service contract relationships. The Service Fee business reported Adjusted EBITDA of $(0.5) million for the nine months ended September 30, 2009, compared to $4.2 million for the same period last year.

Mike Willoughby, President of PFSweb’s Services division, commented, “After experiencing a set back with the non-renewal of a U.S. Government agency client, which officially ended in the second quarter of 2009, we have been focused on winning new service fee agreements and implementing a number of disciplined cost reduction initiatives. The Service Fee revenue and operating results for the September 2009 quarter reflect an improvement compared to the June 2009 quarter. We are excited about several additional new Service Fee client programs being rolled out in the fourth quarter of 2009, as well as additional recent client wins, which are currently expected to be implemented during the first half of calendar year 2010. As we have previously stated, our new End2End Solution offering has been very well received by the market, resulting in a number of new client wins this year and a robust pipeline of potential new agreements.”

Supplies Distributors Business:

For the third quarter of 2009, Supplies Distributors revenue was $45.1 million, compared to $55.4 million for the same period last year. Adjusted EBITDA was $2.2 million for the third quarter of 2009, compared to $1.4 million for the same period last year.

For the nine months ended September 30, 2009, Supplies Distributors revenue was $135.7 million, compared to $177.8 million for the same period last year. Adjusted EBITDA was $4.6 million for the nine month period of 2009, compared to $5.1 million for nine month period in 2008.

Mr. Willoughby concluded, “While the decline in activity for the Supplies Distributors business due to the overall global economic environment is disappointing, this business continues to be profitable with steady net income each quarter. The September 2009 quarter results benefited from certain inventory cost related adjustments which we do not anticipate will continue to occur at a similar level in future quarters.”

eCOST.com Business:

For the third quarter of 2009, eCOST.com revenue was $20.6 million, compared to $23.7 million for the same period in 2008. While revenue from our business-to-business (B2B) segment experienced moderate growth over the prior year, this growth was more than offset by a decline in our business-to-consumer (B2C) segment. Primarily as a result of cost reductions, Adjusted EBITDA for eCOST.com in the quarter improved to $(0.2) million, as compared to $(0.5) million for the same period last year.

For the nine months ended September 2009, eCOST.com revenue was $61.8 million, compared to $74.7 million for the same period in 2008. Revenue from both our B2B and BTC segments declined as compared to the prior year. Once again, primarily as a result of cost reductions, Adjusted EBITDA for eCOST.com in the nine month period ended September 30, 2009 improved to $(0.9) million, as compared to $(1.7) million for the same period last year.

“The improvements we have made to the eCOST.com business have allowed us to minimize its net loss even on lower revenue levels we have experienced during the difficult economic environment over the past 9 months. We believe that the streamlined infrastructure we have implemented and the effective promotional and marketing programs we have launched will enable us to benefit from stronger results as the economy recovers. This past week eCOST.com launched two new high profile marketing tools, Secret Sale and Make an Offer, that we believe will provide the business with another set of tools to efficiently acquire new customers and generate incremental revenue opportunities. In fact, our beta test of the Secret Sale program increased the number of unique visitors to eCOST.com’s site by more than 75%,” stated Mr. Layton.

“In addition to expanding the scale of our overall business and diversifying our revenue base, eCOST.com has offered us the ability to test new web-commerce technologies that we can utilize in our Services Fee business and offer to our clients. This has been an extremely effective way to improve our technology and eCommerce platforms for existing clients and adds to our value proposition and appeal as we target new Service Fee business clients,” concluded Mr. Layton.

Conference Call Information

Management will host a conference call at 10:00 am Central Time (11:00 am Eastern Time) on Friday, November 13, 2009, to discuss the latest corporate developments and results. To listen to the call, please dial (888) 562-3356 and enter the pin number (40783637) 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 13, 2009 at (800) 642-1687, pin number (40783637). 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 free cash flow, non-GAAP net income (loss), Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA.

Free cash flow is defined as net cash provided by operating activities less capital expenditures.

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, amortization of identifiable intangible assets and impairment of goodwill and 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 impairment of goodwill and identifiable intangible assets.

Free cash flow, 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. Free cash flow is used as a supplemental financial measure in our evaluation of liquidity and financial strength. The calculation of non-GAAP net income (loss) eliminates the effect of stock-based compensation, amortization of intangible assets and impairment of goodwill and intangible assets and EBITDA and Adjusted EBITDA further eliminates 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.

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.

About PFSweb, Inc.

PFSweb develops and deploys comprehensive end-to-end eCommerce solutions for Fortune 1000, Global 2000 and brand name companies, including interactive marketing services, global fulfilment and logistics and high-touch customer care.. The company serves a multitude of industries and company types, including such clients as LEGO, Riverbed, InfoPrint Solutions Company (a joint venture company owned by Ricoh and 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 more than 300,000 different products from leading manufacturers such as Sony, Hewlett-Packard, 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, 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 reliance on third-party subcontracted services; 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; potential delisting; 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 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; taxation on the sale of our products; 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.

(TABLES FOLLOW)

 

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, 2009 2008 2009 2008 REVENUES: Product revenue, net $ 65,713 $ 79,157 $ 197,522 $ 252,496 Service fee revenue 13,118 22,900 42,604 64,966 Pass-thru revenue   6,776     7,852   16,748     21,600 Total revenues   85,607     109,909   256,874     339,062   COSTS OF REVENUES: Cost of product revenue 59,611 73,128 180,746 233,475 Cost of service fee revenue 9,674 15,588 30,406 44,537 Cost of pass-thru revenue   6,776     7,852   16,748     21,600 Total costs of revenues   76,061     96,568   227,900     299,612 Gross profit   9,546     13,341   28,974     39,450 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 9,972 12,454 31,283 36,397 AMORTIZATION OF IDENTIFIABLE INTANGIBLES   26     202   79     605 Total operating expenses   9,998     12,656   31,362     37,002 Income (loss) from operations (452 ) 685 (2,388 ) 2,448 INTEREST EXPENSE, NET   288     426   967     1,123 Income (loss) before income taxes (740 ) 259 (3,355 ) 1,325 INCOME TAX PROVISION (BENEFIT)   106     216   268     806 NET INCOME (LOSS) $ (846 ) $ 43 $ (3,623 ) $ 519 NON-GAAP NET INCOME (LOSS) $ (723 ) $ 354 $ (3,235 ) $ 1,562   NET INCOME (LOSS) PER SHARE: Basic $ (0.09 ) $ 0.00 $ (0.36 ) $ 0.05 Diluted $ (0.09 ) $ 0.00 $ (0.36 ) $ 0.05   WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: Basic   9,931     9,913   9,927     9,902 Diluted   9,931     9,972   9,927     9,991   EBITDA $ 1,088   $ 2,361 $ 2,803   $ 7,267 ADJUSTED EBITDA $ 1,185   $ 2,470 $ 3,112   $ 7,705   (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, 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, 2009 2008 2009 2008 NET INCOME (LOSS) $ (846 ) $ 43 $ (3,623 ) $ 519 Income tax expense (benefit) 106 216 268 806 Interest expense 288 426 967 1,123 Depreciation and amortization   1,540     1,676   5,191     4,819 EBITDA $ 1,088 $ 2,361 $ 2,803 $ 7,267 Stock-based compensation   97     109   309     438 ADJUSTED EBITDA $ 1,185   $ 2,470 $ 3,112   $ 7,705     Three Months Ended Nine Months Ended September 30, September 30,   2009     2008   2009     2008   NET INCOME (LOSS) $ (846 ) $ 43 $ (3,623 ) $ 519 Stock-based compensation 97 109 309 438 Amortization of identifiable intangible assets   26     202   79     605 NON-GAAP NET INCOME (LOSS) $ (723 ) $ 354 $ (3,235 ) $ 1,562   NET INCOME (LOSS) PER SHARE: Basic $ (0.09 ) $ 0.00 $ (0.36 ) $ 0.05 Diluted $ (0.09 ) $ 0.00 $ (0.36 ) $ 0.05   NON-GAAP NET INCOME (LOSS) Per Share: Basic $ (0.07 ) $ 0.04 $ (0.33 ) $ 0.16 Diluted $ (0.07 ) $ 0.04 $ (0.33 ) $ 0.16    

PFSweb, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets (In Thousands, Except Share Data)       September 30, December 31, 2009 2008

ASSETS

CURRENT ASSETS: Cash and cash equivalents $ 15,824 $ 16,050 Restricted cash 2,021 2,008 Accounts receivable, net of allowance for doubtful accounts of $629 and $980 at September 30, 2009 and December 31, 2008, respectively 34,790 44,546 Inventories, net of reserves of $2,016 and $2,124 at September 30, 2009 and December 31, 2008, respectively 36,461 47,186 Other receivables 14,076 13,072 Prepaid expenses and other current assets   4,532     3,802   Total current assets   107,704     126,664     PROPERTY AND EQUIPMENT, net 10,988 12,106 IDENTIFIABLE INTANGIBLES 843 961 GOODWILL 3,602 3,602 OTHER ASSETS   1,524     1,188   Total assets   124,661     144,521    

LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 20,191 $ 22,251 Trade accounts payable 50,481 61,988 Accrued expenses   20,123     21,054   Total current liabilities   90,795     105,293     LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion 1,910 4,951 OTHER LIABILITIES   1,621     1,192   Total liabilities   94,326     111,436       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; 9,949,551 and 9,935,095 shares issued at September 30, 2009 and December 31, 2008, respectively; and 9,931,190 and 9,916,734 outstanding as of September 30, 2009 and December 31, 2008, respectively     10 10 Additional paid-in capital 93,050 92,728 Accumulated deficit (65,016 ) (61,393 ) Accumulated other comprehensive income 2,376 1,825 Treasury stock at cost, 18,361 shares   (85 )   (85 ) Total shareholders' equity   30,335     33,085   Total liabilities and shareholders' equity $ 124,661   $ 144,521      

PFSweb, Inc. and Subsidiaries

Unaudited Consolidating Statements of Operations For the Three Months Ended September 30, 2009 (In Thousands)           Supplies PFSweb Distributors eCOST Eliminations Consolidated REVENUES: Product revenue, net $ - $ 45,120 $ 20,593 $ - $ 65,713 Service fee revenue 13,118 - - - 13,118 Service fee revenue - affiliate 1,598 - - (1,598 ) - Pass-thru revenue   6,778     -   -     (2 )   6,776   Total revenues   21,494     45,120   20,593     (1,600 )   85,607     COSTS OF REVENUES: Cost of product revenue - 40,881 18,730 - 59,611 Cost of service fee revenue 10,295 - - (621 ) 9,674 Cost of pass-thru revenue   6,778     -   -     (2 )   6,776   Total costs of revenues   17,073     40,881   18,730     (623 )   76,061   Gross profit   4,421     4,239   1,863     (977 )   9,546   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 6,797 2,077 2,076 (977 ) 9,973 AMORTIZATION OF IDENTIFIABLE INTANGIBLES   -     -   26     -     26   Total operating expenses   6,797     2,077   2,102     (977 )   9,999   Income (loss) from operations (2,376 ) 2,162 (239 ) - (453 ) INTEREST EXPENSE (INCOME), NET   (54 )   333   9     -     288   Income (loss) before income taxes (2,322 ) 1,829 (248 ) - (741 ) INCOME TAX PROVISION (BENEFIT)   (508 )   604   9     -     105   NET INCOME (LOSS) $ (1,814 ) $ 1,225 $ (257 ) $ -   $ (846 ) NON-GAAP NET INCOME (LOSS) $ (1,717 ) $ 1,225 $ (231 ) $ -   $ (723 )   EBITDA $ (931 ) $ 2,170 $ (152 ) $ -   $ 1,087   ADJUSTED EBITDA $ (834 ) $ 2,170 $ (152 ) $ -   $ 1,184       A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA follows:   NET INCOME (LOSS) $ (1,814 ) $ 1,225 $ (257 ) $ - $ (846 ) Income tax expense (benefit) (508 ) 604 9 - 105 Interest expense (income) (54 ) 333 9 - 288 Depreciation and amortization   1,445     8   87     -     1,540   EBITDA $ (931 ) $ 2,170 $ (152 ) $ - $ 1,087 Stock-based compensation   97     -   -     -     97   ADJUSTED EBITDA $ (834 ) $ 2,170 $ (152 ) $ -   $ 1,184     A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS) follows:   NET INCOME (LOSS) $ (1,814 ) $ 1,225 $ (257 ) $ - $ (846 ) Stock-based compensation 97 - - - 97 Amortization of intangible assets   -     -   26     -     26   NON-GAAP NET INCOME (LOSS) $ (1,717 ) $ 1,225 $ (231 ) $ -   $ (723 )    

PFSweb, Inc. and Subsidiaries

Unaudited Consolidating Statements of Operations For the Nine Months Ended September 30, 2009 (In Thousands)         Supplies PFSweb Distributors eCOST Eliminations Consolidated REVENUES: Product revenue, net $ - $ 135,720 $ 61,802 $ - $ 197,522 Service fee revenue 42,604 - - - 42,604 Service fee revenue - affiliate 5,393 - - (5,393 ) - Pass-thru revenue   16,815     -   -     (67 )   16,748   Total revenues   64,812     135,720   61,802     (5,460 )   256,874     COSTS OF REVENUES: Cost of product revenue - 124,816 55,930 - 180,746 Cost of service fee revenue 32,310 - - (1,904 ) 30,406 Cost of pass-thru revenue   16,815     -   -     (67 )   16,748   Total costs of revenues   49,125     124,816   55,930     (1,971 )   227,900   Gross profit   15,687     10,904   5,872     (3,489 )   28,974   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 21,447 6,345 6,980 (3,489 ) 31,283 AMORTIZATION OF IDENTIFIABLE INTANGIBLES   -     -   79     -     79   Total operating expenses   21,447     6,345   7,059     (3,489 )   31,362   Income (loss) from operations (5,760 ) 4,559 (1,187 ) - (2,388 ) INTEREST EXPENSE (INCOME), NET   (135 )   1,087   15     -     967   Income (loss) before income taxes (5,625 ) 3,472 (1,202 ) - (3,355 ) INCOME TAX PROVISION (BENEFIT)   (623 )   873   18     -     268   NET INCOME (LOSS) $ (5,002 ) $ 2,599 $ (1,220 ) $ -   $ (3,623 ) NON-GAAP NET INCOME (LOSS) $ (4,693 ) $ 2,599 $ (1,141 ) $ -   $ (3,235 )   EBITDA $ (850 ) $ 4,585 $ (932 ) $ -   $ 2,803   ADJUSTED EBITDA $ (541 ) $ 4,585 $ (932 ) $ -   $ 3,112       A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA follows:   NET INCOME (LOSS) $ (5,002 ) $ 2,599 $ (1,220 ) $ - $ (3,623 ) Income tax expense (benefit) (623 ) 873 18 - 268 Interest expense (income) (135 ) 1,087 15 - 967 Depreciation and amortization   4,910     26   255     -     5,191   EBITDA $ (850 ) $ 4,585 $ (932 ) $ - $ 2,803 Stock-based compensation   309     -   -     -     309   ADJUSTED EBITDA $ (541 ) $ 4,585 $ (932 ) $ -   $ 3,112     A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS) follows:   NET INCOME (LOSS) $ (5,002 ) $ 2,599 $ (1,220 ) $ - $ (3,623 ) Stock-based compensation 309 - - - 309 Amortization of intangible assets   -     -   79     -     79   NON-GAAP NET INCOME (LOSS) $ (4,693 ) $ 2,599 $ (1,141 ) $ -   $ (3,235 )    

PFSweb, Inc. and Subsidiaries

Unaudited Condensed Consolidating Balance Sheets as of September 30, 2009 (In Thousands)           Supplies PFSweb Distributors eCOST Eliminations Consolidated

ASSETS

CURRENT ASSETS: Cash and cash equivalents $ 11,037 $ 1,878 $ 2,909 $ - $ 15,824 Restricted cash 1,550 249 222 - 2,021 Accounts receivable, net 14,241 18,990 1,670 (110 ) 34,791 Inventories, net - 32,439 4,022 - 36,461 Other receivables - 14,076 - - 14,076 Prepaid expenses and other current assets   2,823     1,550   158     -     4,531   Total current assets   29,651     69,182   8,981     (110 )   107,704     PROPERTY AND EQUIPMENT, net 10,510 63 415 - 10,988 NOTES RECEIVABLE FROM AFFILIATES 20,845 - - (20,845 ) - INVESTMENT IN AFFILIATES (381 ) - - 381 - IDENTIFIABLE INTANGIBLES 395 - 448 - 843 GOODWILL - - 3,602 - 3,602 OTHER ASSETS   1,385     -   139     -     1,524   Total assets   62,405     69,245   13,585     (20,574 )   124,661    

LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 8,017 $ 12,174 $ - $ - $ 20,191 Trade accounts payable 6,869 36,681 7,040 (110 ) 50,480 Accrued expenses   12,551     5,159   2,414     -     20,124   Total current liabilities   27,437     54,014   9,454     (110 )   90,795     LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion 1,910 - - - 1,910 NOTES PAYABLE TO AFFILIATES - 5,005 15,840 (20,845 ) - OTHER LIABILITIES   1,563     -   58     -     1,621   Total liabilities   30,910     59,019   25,352     (20,955 )   94,326     COMMITMENTS AND CONTINGENCIES   SHAREHOLDERS' EQUITY: Common stock 10 - 19 (19 ) 10 Capital contributions 1,000 (1,000 ) - Additional paid-in capital 93,050 - 28,059 (28,059 ) 93,050 Retained earnings (accumulated deficit) (63,844 ) 6,458 (39,838 ) 32,208 (65,016 ) Accumulated other comprehensive income 2,364 2,768 (7 ) (2,749 ) 2,376 Treasury stock   (85 )   -   -     -     (85 ) Total shareholders' equity   31,495     10,226   (11,767 )   381     30,335   Total liabilities and shareholders' equity $ 62,405   $ 69,245 $ 13,585   $ (20,574 ) $ 124,661      

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 December 31, 2008 (In Thousands)           Supplies PFSweb Distributors eCOST Eliminations Consolidated

ASSETS

CURRENT ASSETS: Cash and cash equivalents $ 11,570 $ 3,870 $ 610 $ - $ 16,050 Restricted cash 1,550 242 216 - 2,008 Accounts receivable, net 21,676 22,103 2,065 (1,298 ) 44,546 Inventories, net - 41,382 5,804 - 47,186 Other receivables - 13,072 - - 13,072 Prepaid expenses and other current assets   2,222     1,526   54     -     3,802   Total current assets   37,018     82,195   8,749     (1,298 )   126,664     PROPERTY AND EQUIPMENT, net 11,544 85 477 - 12,106 NOTES RECEIVABLE FROM AFFILIATES 20,845 - - (20,845 ) - INVESTMENT IN AFFILIATES 37,541 - - (37,541 ) - IDENTIFIABLE INTANGIBLES 434 - 527 - 961 GOODWILL - - 3,602 - 3,602 OTHER ASSETS   1,054     -   134     -     1,188   Total assets   108,436     82,280   13,489     (59,684 )   144,521    

LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 9,045 $ 13,206 $ - $ - $ 22,251 Trade accounts payable 9,063 48,640 5,583 (1,298 ) 61,988 Accrued expenses   12,665     5,434   2,955     -     21,054   Total current liabilities   30,773     67,280   8,538     (1,298 )   105,293     LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion 4,951 - - - 4,951 NOTES PAYABLE TO AFFILIATES - 5,505 15,340 (20,845 ) - OTHER LIABILITIES   1,029     -   163     -     1,192   Total liabilities   36,753     72,785   24,041     (22,143 )   111,436     COMMITMENTS AND CONTINGENCIES   SHAREHOLDERS' EQUITY: Common stock 10 - 19 (19 ) 10 Capital contributions 1,000 (1,000 ) - Additional paid-in capital 92,728 - 28,059 (28,059 ) 92,728 Retained earnings (accumulated deficit) (22,825 ) 6,002 (38,618 ) (5,952 ) (61,393 ) Accumulated other comprehensive income 1,855 2,493 (12 ) (2,511 ) 1,825 Treasury stock   (85 )   -   -     -     (85 ) Total shareholders' equity   71,683     9,495   (10,552 )   (37,541 )   33,085   Total liabilities and shareholders' equity $ 108,436   $ 82,280 $ 13,489   $ (59,684 ) $ 144,521      

eCOST.com, Inc.

Selected Operating Data

    Three Months Ended September 30, 2009 2008   Total Customers (1) 2,006,689 1,839,824   Active Customers (2) 224,297 178,610   New Customers (3) 37,079 34,748   Number of Orders (4) 74,770 71,575   Average Order Value (5) $ 271 $ 323   Advertising Expense (6) $ 216,475 $ 273,935   Cost to Acquire a New Customer (7) $ 5.84 $ 5.62    

(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 $0 and $78,814 was not included in the 2009 and 2008 calculation, respectively, as it is used for retention and not acquisition.

 
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