Acquisitions (Tables)

9 Months Ended

Sep. 30, 2015

Business Acquisition [Line Items]

Schedule of Pro Forma Information for Comparative Purposes Assuming Acquisition of REV and LAL

The following table presents selected pro forma information, for comparative purposes, assuming the acquisitions of REV, LAL had occurred on January 1, 2013 and CrossView had occurred on January 1, 2014 (unaudited) (in thousands, except per share amounts):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Total revenues	$	73,843		$	69,172		$	219,747		$	206,493
Net loss		(1,493	)		(1,447	)		(7,676	)		(9,507	)
Basic and diluted net loss per share		(0.08	)		(0.08	)		(0.44	)		(0.57	)

Summary of Estimated Amortization Expense

The estimated amortization expense for each of the next five years is as follows (in thousands):

2015	$	2,911
2016		5,110
2017		4,848
2018		1,310
2019		138

REV

Business Acquisition [Line Items]

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):

Cash and cash equivalents	$	765
Accounts receivable		1,753
Property and equipment		289
Identifiable intangibles		1,019
Other assets		16
Total assets acquired		3,842
Total liabilities assumed		655
Net assets acquired		3,187
Goodwill		2,756
Total purchase price	$	5,943

Schedule of Purchase Price

Purchase price for REV is as follows (in thousands, except share data):

Number of shares of common stock issued		27,407
Multiplied by PFSweb Inc.'s stock price	$	10.95
Share consideration for settlement of performance-based contingent payments	$	300
Aggregate cash payments		4,254
Performance-based contingent payments (based on fair value at acquisition date)		1,389
Total purchase price	$	5,943

Schedule of Definite-Lived Intangible Assets Acquired

Definite lived intangible assets acquired in the REV acquisition consist of (in thousands):

			September 30, 2015					Estimated
	Fair Value		Accumulated			Net Carrying		Useful Life
	at Acquisition		Amortization			Value		fromAcquisition
Non-compete agreements	$	94	$	(46	)	$	48	1-3.5 years
Leasehold		45		(19	)		26	2.5 years
Customer relationships		880		(325	)		555	6 years
Total definite lived intangible assets	$	1,019	$	(390	)	$	629

LAL

Business Acquisition [Line Items]

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):

Cash	$	30
Accounts receivable, net		1,299
Property and equipment		253
Identifiable intangibles		1,290
Other assets		28
Total assets acquired		2,900
Total liabilities assumed		1,617
Net assets acquired		1,283
Goodwill		5,610
Total purchase price	$	6,893

Schedule of Purchase Price

Purchase price for LAL is as follows (in thousands, except share data):

Number of shares of common stock issued		54,604
Multiplied by PFSweb Inc.'s stock price	$	9.96
Share consideration	$	544
Aggregate cash payments		4,950
Performance-based contingent payments (based on fair value at acquisition date)		1,399
Total purchase price	$	6,893

Schedule of Definite-Lived Intangible Assets Acquired

Definite lived intangible assets acquired in the LAL acquisition consist of (in thousands):

			September 30, 2015					Estimated
	Fair Value		Accumulated			Net Carrying		Useful Life
	at Acquisition		Amortization			Value		from Acquisition
Non-compete agreements	$	150	$	(43	)	$	107	3.5 years
Trade name		150		(67	)		83	2.25 years
Customer relationships		990		(329	)		661	6 years
Total definite lived intangible assets	$	1,290	$	(439	)	$	851

Moda

Business Acquisition [Line Items]

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the unaudited estimated fair value of the assets acquired and liabilities assumed (in thousands):

Cash and cash equivalents	$	126
Accounts receivable		335
Property and equipment		27
Identifiable intangibles		300
Other assets		23
Total assets acquired		811
Total liabilities assumed		542
Net liabilities assumed		269
Goodwill		1,439
Total purchase price	$	1,708

Schedule of Purchase Price

The estimated purchase price for Moda is as follows (in thousands, except share data):

Number of shares of common stock issued		16,116
Multiplied by PFSweb Inc.'s stock price	$	14.60
Share consideration	$	235
Aggregate cash payments		1,005
Performance-based contingent payments (based on estimated fair value at acquisition date)		468
Total purchase price	$	1,708

Schedule of Definite-Lived Intangible Assets Acquired

Estimated definite lived intangible assets acquired in the Moda acquisition consist of (in thousands):

			September 30, 2015					Estimated
	Fair Value		Accumulated			Net Carrying		Useful Life
	at Acquisition		Amortization			Value		from Acquisition
Total definite lived intangible assets	$	300	$	(63	)	$	237	2-3 years

Cross View, Inc.

Business Acquisition [Line Items]

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the unaudited estimated fair value of the assets acquired and liabilities assumed (in thousands):

Accounts receivable	$	7,698
Property and equipment		336
Other assets		254
Identifiable intangibles		11,850
Total assets acquired		20,138
Total liabilities assumed		2,404
Net liabilities assumed		17,734
Goodwill		30,973
Total purchase price	$	48,707

Schedule of Purchase Price

The estimated purchase price for CrossView is as follows (in thousands, except share data):

Number of shares of common stock issued		553,223
Multiplied by PFSweb Inc.'s stock price	$	12.00
Share consideration	$	6,639
Aggregate cash payments		30,740
Performance-based contingent payments (based on estimated fair value at acquisition date), net of the estimated post-closing balance sheet reconciliation adjustment		11,328
Total purchase price	$	48,707

Schedule of Definite-Lived Intangible Assets Acquired

Estimated definite lived assets acquired in the CrossView acquisition consist of (in thousands):

			September 30, 2015					Estimated
	Fair Value		Accumulated			Net Carrying		Useful Life
	at Acquisition		Amortization			Value		from Acquisition
Total definite lived intangible assets	$	11,850	$	(741	)	$	11,109	2-8 years