0001095315-22-000065 | 10-Q | XBRL Viewer

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	Jun. 06, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	000-28275
Entity Registrant Name	PFSweb, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2837058
Entity Address, Address Line One	505 Millennium Drive,
Entity Address, City or Town	Allen
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75013
City Area Code	972
Local Phone Number	881-2900
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	PFSW
Security Exchange Name	NASDAQ
Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Shell Company	false
Entity Common Stock, Shares Outstanding		22,641,560
Amendment Flag	false
Document Fiscal Year Focus	2022
Entity Central Index Key	0001095315
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 154,781	$ 152,332
Restricted cash	214	214
Accounts receivable, net of allowance for doubtful accounts of $651 and $867 at March 31, 2022 and December 31, 2021, respectively	55,533	78,024
Inventories, net of reserves of $0 and $57 at March 31, 2022 and December 31, 2021, respectively	0	3,133
Other receivables	6,579	7,005
Prepaid expenses and other current assets	7,164	7,244
Total current assets	224,271	247,952
Property and equipment:
Cost	92,930	92,079
Less: accumulated depreciation	(74,246)	(72,764)
Property and equipment	18,684	19,315
Operating lease right-of-use assets, net	33,811	35,371
Goodwill	21,984	22,218
Other assets	1,784	1,610
Total assets	300,534	326,466
Current liabilities:
Trade accounts payable	22,759	36,450
Accrued expenses	30,061	31,643
Current portion of operating lease liabilities	10,054	10,104
Current portion of finance lease obligations	138	222
Deferred revenues	4,061	4,391
Total current liabilities	67,073	82,810
Finance lease obligations, less current portion	69	89
Deferred revenue, less current portion	664	833
Operating lease liabilities, less current portion	28,512	30,393
Other liabilities	2,675	2,565
Total liabilities	98,993	116,690
Commitments and Contingencies
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Common stock, $0.001 par value; 35,000,000 shares authorized; 22,474,862 and 22,131,546 issued and 22,441,395 and 22,098,079 outstanding at March 31, 2022 and December 31, 2021, respectively	21	21
Additional paid-in capital	177,250	177,511
Retained earnings	26,055	33,522
Accumulated other comprehensive loss	(1,660)	(1,153)
Treasury stock at cost, 33,467 shares	(125)	(125)
Total shareholders’ equity	201,541	209,776
Total liabilities and shareholders’ equity	$ 300,534	$ 326,466

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 651	$ 867
Inventory reserves	$ 0	$ 57
Preferred stock, par value (in USD per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	22,474,862	22,131,546
Common stock, shares outstanding (in shares)	22,441,395	22,098,079
Treasury stock, shares (in shares)	33,467	33,467

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues:
Total revenues	$ 66,487	$ 60,704
Cost of service fee revenue
Total costs of revenues	57,202	48,492
Gross profit	9,285	12,212
Selling, general and administrative expenses	16,428	12,931
Loss from operations	(7,143)	(719)
Interest expense, net	6	375
Loss from continuing operations before income taxes	(7,149)	(1,094)
Income tax expense, net	318	279
Net loss from continuing operations	(7,467)	(1,373)
Loss from discontinued operations before income taxes	0	(820)
Income tax expense, net	0	29
Net loss from discontinued operations	0	(849)
Net loss	$ (7,467)	$ (2,222)
Basic loss per share:
Net loss from continuing operations per share (in USD per share)	$ (0.33)	$ (0.06)
Net income from discontinued operations per share (in USD per share)	0	(0.04)
Basic earning (loss) per share (in USD per share)	(0.33)	(0.10)
Diluted loss per share:
Net loss from continuing operations per share (in USD per share)	(0.33)	(0.06)
Net income from discontinued operations per share (in USD per share)	0	(0.04)
Diluted earnings (loss) per share (in USD per share)	$ (0.33)	$ (0.10)
Weighted average number of shares outstanding:
Basic (in shares)	22,445	21,274
Diluted (in shares)	22,445	21,274
Comprehensive loss:
Net loss	$ (7,467)	$ (2,222)
Foreign currency translation adjustment	(507)	(355)
Total comprehensive loss	(7,974)	(2,577)
Service fee revenue
Revenues:
Revenues	45,531	45,520
Cost of service fee revenue
Total costs of revenues	36,492	33,530
Product revenue, net
Revenues:
Revenues	3,197	4,308
Cost of service fee revenue
Total costs of revenues	2,951	4,086
Pass-through revenue
Revenues:
Revenues	17,759	10,876
Cost of service fee revenue
Total costs of revenues	$ 17,759	$ 10,876

Unaudited Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2020		20,408,558				(33,467)
Beginning balance at Dec. 31, 2020	$ 54,098	$ 20	$ 168,244	$ (113,712)	$ (329)	$ (125)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,222)			(2,222)
Stock-based compensation	853		853
Exercise of stock options (in shares)		74,416
Exercise of stock options	377		377
Foreign currency translation	(355)				(355)
Ending balance (in shares) at Mar. 31, 2021		20,482,974				(33,467)
Ending balance at Mar. 31, 2021	52,751	$ 20	169,474	(115,934)	(684)	$ (125)
Beginning balance (in shares) at Dec. 31, 2021		22,131,546				(33,467)
Beginning balance at Dec. 31, 2021	209,776	$ 21	177,511	33,522	(1,153)	$ (125)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(7,467)			(7,467)
Stock-based compensation	739		739
Exercise of stock options (in shares)		55,999
Exercise of stock options	303		303
Issuance of shares under stock-based compensation awards (in shares)		287,317
Tax withholding on shares issued under stock-based compensation awards	(1,303)		(1,303)
Foreign currency translation	(507)				(507)
Ending balance (in shares) at Mar. 31, 2022		22,474,862				(33,467)
Ending balance at Mar. 31, 2022	$ 201,541	$ 21	$ 177,250	$ 26,055	$ (1,660)	$ (125)

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (7,467)	$ (2,222)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	1,955	2,216
Deferred income taxes	68	15
Stock-based compensation expense	739	853
Other	(74)	37
Changes in operating assets and liabilities:
Accounts receivable	22,517	19,916
Related party receivable	0	283
Inventories	3,186	(258)
Prepaid expenses, other receivables and other assets	320	(1,289)
Operating leases	(394)	(158)
Trade accounts payable, deferred revenues, accrued expenses and other liabilities	(15,440)	(10,909)
Net cash provided by operating activities	5,410	8,484
Cash flows from investing activities:
Purchases of property and equipment	(1,662)	(969)
Proceeds from sale of property and equipment	10	0
Net cash used in investing activities	(1,652)	(969)
Cash flows from financing activities:
Net proceeds from issuance of common stock	303	377
Taxes paid on behalf of employees for withheld shares	(1,303)	0
Payments on finance lease obligations	(102)	(262)
Payments on revolving loan	0	(50,817)
Borrowings on revolving loan	0	45,325
Payments on other debt	0	(1,646)
Net cash used in financing activities	(1,102)	(7,023)
Effect of exchange rates on cash, cash equivalents and restricted cash	(207)	(399)
Net increase in cash and cash equivalents	2,449	93
Cash and cash equivalents, beginning of period	152,332	10,359
Restricted cash, beginning of period	214	214
Cash and cash equivalents discontinued operations, beginning of period	0	392
Cash, cash equivalents and restricted cash, beginning of period	152,546	10,965
Cash and cash equivalents, end of period	154,781	7,888
Restricted cash, end of period	214	214
Cash and cash equivalents discontinued operations, end of period	0	2,956
Cash, cash equivalents and restricted cash, end of period	154,995	11,058
Supplemental cash flow information:
Cash paid for income taxes	146	352
Cash paid for interest	5	309
Non-cash investing and financing activities:
Property and equipment acquired under long-term debt and finance leases	$ 0	$ 600

Basis of Presentation	3 Months Ended
Basis of Presentation	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of PFSweb, Inc. and its subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all normal and recurring adjustments necessary to present fairly the unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss, statements of shareholders' equity, and statements of cash flows for the periods indicated. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. We refer to PFSweb, Inc. and its consolidated subsidiaries collectively as “PFSweb,” the “Company,” “us,” “we” and “our” in these unaudited condensed consolidated financial statements. In July 2021, we announced an agreement to sell our LiveArea Professional Services business unit ("LiveArea") and the divestiture was completed on August 25, 2021 (the "LiveArea Transaction"). As such, the three months ended March 31, 2021 presented in the Company's Quarterly Report on Form 10-Q (this "Form 10-Q") has been recast to present LiveArea as a discontinued operation. See Note 3. Discontinued Operations for additional information on our sale of LiveArea. Results of our operations for interim periods may not be indicative of results for the full fiscal year.

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues, costs of revenues and selling, general and administrative expenses in these unaudited condensed consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the unaudited condensed consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s unaudited condensed consolidated financial statements are fairly stated in accordance with U.S. GAAP and provide a fair presentation of the Company’s financial position and results of operations. Furthermore, we considered the impact of the COVID-19 pandemic on the use of estimates and assumptions used for financial reporting and determined that there was no adverse material impact to our results of operations for the three months ended March 31, 2022; however, the extent and duration of future impacts of the COVID-19 pandemic and any resulting economic impact are largely unknown and difficult to predict due to these unknown factors which may have a material impact on our financial position and results of operations in the future. Income Taxes For the three months ended March 31, 2022 and 2021, we have utilized the discrete effective tax rate method, as allowed by Accounting Standards Codification (“ASC”) 740-270-30-18, “Income Taxes—Interim Reporting,” to calculate the interim income tax provision. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as (i) the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pretax earnings by certain jurisdictions and (ii) our ongoing assessment that the recoverability of our deferred tax assets is not likely in certain jurisdictions. Impact of Recently Issued Accounting Standards Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," ("ASU 2016-13") which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019 for all public entities, excluding smaller reporting companies, and after December 15, 2022 for smaller reporting companies. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We will adopt ASU 2016-13 on January 1, 2023. We are currently in the early phase of evaluating the impact of the adoption of ASU 2016-13 on our condensed consolidated financial statements.

Discontinued Operations

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

On July 2, 2021, the Company entered into a definitive agreement to sell LiveArea. As of June 30, 2021, the Company met the criteria set forth in ASC 205-20, "Presentation of Financial Statements - Discontinued Operations," therefore, the LiveArea segment has been presented as a discontinued operation in the Company's June 30, 2021 Form 10-Q, the Company's September 30, 2021 Form 10-Q, the Company's December 31, 2021 Form 10-K and is reported as a discontinued operation in this Form 10-Q for the three months ended March 31, 2021. The LiveArea Transaction closed on August 25, 2021. As a result of the LiveArea Transaction, we now only operate in one business segment, PFS Operations, and therefore we no longer present segment data.

In connection with the LiveArea Transaction, the Company entered into a transition services agreement with the purchaser to provide certain accounting and administrative services for a period of up to twelve months. Income generated from transition services provided to the purchaser was $0.6 million for the three months ended March 31, 2022 and is recorded in selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. The transition services agreement was substantially completed by March 31, 2022.

The following table presents the major components of net loss of LiveArea for three months ended March 31, 2021 and a reconciliation to the amounts reported in the unaudited condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three months ended
	March 31, 2021
Revenues:
Service fee revenue	$	16,798
Related party revenue	468
Total revenues	17,266
Costs of revenues:
Cost of service fee revenue	9,714
Total costs of revenues	9,714
Gross profit	7,552
Selling, general and administrative expenses	(8,372)
Loss from discontinued operations before income taxes	(820)
Income tax expense	29
Net loss from discontinued operations	$	(849)

The following table presents the depreciation and amortization, capital expenditures and significant noncash operating items for the three months ended March 31, 2021 (in thousands):


	Three months ended
	March 31, 2021
Cash flows from operating activities discontinued operations:
Depreciation and amortization	$	205
Stock-based compensation expense	$	236

Cash flows from investing activities discontinued operations:
Capital expenditures	$	30

Revenue from Contracts with Clients and Customers

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Clients and Customers

Contract Assets and Contract Liabilities

Costs to fulfill contract assets decreased $1.2 million from December 31, 2021 to March 31, 2022, primarily due to amortization and recognition of costs. Costs to fulfill contract assets relate to deferred costs, which are included within other current assets and/or other assets, and software development costs, which are included within property and equipment, in our condensed consolidated balance sheets.

Contract liabilities were $7.9 million at December 31, 2021, of which $1.3 million was recognized as revenue during the three months ended March 31, 2022.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and customer advances and deposits (contract liabilities) on the condensed consolidated balance sheets. Changes in the contract asset and liability balances during the three months ended March 31, 2022 were not materially impacted by any other factors.

Contract balances consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Contract Assets
Costs to fulfill	$	3,171	$	4,392
Total contract assets	$	3,171	$	4,392
Contract Liabilities
Accrued contract liabilities	$	2,913	$	2,673
Deferred revenue	4,725		5,224
Total contract liabilities	$	7,638	$	7,897

Remaining performance obligations represent the transaction price of firm orders for which work has not yet been performed. The amount reported for remaining performance obligations does not include 1) contracts that are less than one year in duration, 2) contracts for which we recognize revenue based on the right to invoice for services performed, or 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation. Much of our revenue qualifies for one of these exemptions. As of March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or more was $8.7 million. We expect to recognize revenue on approximately 52% of the remaining performance obligations in 2022, 24% in 2023, and the remaining recognized thereafter.

Disaggregation of Revenues

The following table presents our revenues, excluding sales and usage-based taxes, disaggregated by timing of revenue recognition (in thousands):


	Three Months Ended March 31,
	2022		2021
Revenues:
Over time	$	63,290	$	56,396
Point-in-time	3,197		4,308
Total revenues	$	66,487	$	60,704

The following table presents our revenues, excluding sales and usage-based taxes, disaggregated by region (in thousands):


	Three Months Ended March 31,
	2022		2021
Revenues by region:
United States	$	55,940	$	47,173
Canada	1,232		1,371
Europe	9,315		12,160
Total revenues	$	66,487	$	60,704

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 12
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Inventory Financing	3 Months Ended
Inventory Financing	Mar. 31, 2022
Debt Disclosure [Abstract]
Inventory Financing	Inventory Financing Supplies Distributors, an indirect wholly-owned subsidiary of the Company, had a short-term credit facility with Peridot Financing Solutions (as successor to IBM Credit LLC) and its assignees (“IBM Credit Facility”) to finance its purchase and distribution of Ricoh products in the United States, providing financing for eligible Ricoh inventory and certain receivables up to $5.5 million, as per the amended agreement. The agreement has no stated maturity date and provides either party the ability to exit the facility following a 90 day notice. There was no outstanding balance under the IBM Credit Facility at March 31, 2022. The outstanding balance under the IBM Credit Facility, which represented inventory purchases, was $3.5 million as of December 31, 2021 and was classified as trade accounts payable in the consolidated balance sheets. Product revenue and the related inventory are dependent on the Ricoh distributor agreement. Effective March 2022, as part of Ricoh's continued restructuring of its operations, the Ricoh distributor agreement was terminated and as a result, our product revenue model with Ricoh was discontinued. The Company does not expect to have inventory following the termination of this agreement. The IBM Credit Facility was subsequently terminated in connection with the termination of the Ricoh distributor agreement. As a result, the lender waived all compliance requirements with restrictive covenants for the quarter ended March 31, 2022.

Loss Per Share	3 Months Ended
Loss Per Share	Mar. 31, 2022
Earnings Per Share [Abstract]
Loss Per Share	Loss Per ShareBasic loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the reporting period. Diluted loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of common stock and common stock equivalents outstanding for the reporting period. In periods when we recognize a net loss from continuing operations, we exclude the impact of outstanding common stock equivalents from the diluted loss per share calculation as their inclusion would have an antidilutive effect. As of March 31, 2022 and 2021 we had outstanding common stock equivalents of approximately 1.5 million and 2.5 million, respectively, that have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is subject to claims in the ordinary course of business, including claims of alleged infringement by the Company or its subsidiaries of the patents, trademarks and other intellectual property rights of third parties as well as confidentiality and data privacy matters. The Company is generally required to indemnify its service fee clients against any third party claims asserted against such clients alleging infringement by the Company of the patents, trademarks and other intellectual property rights of third parties. While we are unable to determine the ultimate outcome of any liabilities resulting from these claims, we do not believe the resolution of any particular matter will have a material adverse effect on the Company’s financial position or results of operations.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions In December 2020, on behalf of a client, the Company entered into an agreement with Pilot Freight Services ("Pilot") under which Pilot provides the Company various freight services. David Beatson, a member of our Board of Directors is also on the Board of Directors of Pilot and holds less than 1% of the outstanding shares in Pilot. Pilot is a portfolio company of ATL Partners, LLC, where Mr. Beatson serves on the Executive Board and is a shareholder of its two funds (less than 1% holdings of each). On May 2, 2022, ATL Partners, LLC closed on the sale of Pilot to an unrelated third party and as such, Pilot is no longer a related party of the Company. We recognized $0.1 million related party cost of revenues in three months ended March 31, 2022 and as of March 31, 2022, we had no trade accounts payable balance due to Pilot. There were no related party cost of revenues in the three months ended March 31, 2021.

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements of PFSweb, Inc. and its subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all normal and recurring adjustments necessary to present fairly the unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss, statements of shareholders' equity, and statements of cash flows for the periods indicated. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. We refer to PFSweb, Inc. and its consolidated subsidiaries collectively as “PFSweb,” the “Company,” “us,” “we” and “our” in these unaudited condensed consolidated financial statements. In July 2021, we announced an agreement to sell our LiveArea Professional Services business unit ("LiveArea") and the divestiture was completed on August 25, 2021 (the "LiveArea Transaction"). As such, the three months ended March 31, 2021 presented in the Company's Quarterly Report on Form 10-Q (this "Form 10-Q") has been recast to present LiveArea as a discontinued operation. See Note 3. Discontinued Operations for additional information on our sale of LiveArea. Results of our operations for interim periods may not be indicative of results for the full fiscal year.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The recognition and allocation of certain revenues, costs of revenues and selling, general and administrative expenses in these unaudited condensed consolidated financial statements also require management estimates and assumptions. Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the operating environment changes. These changes have been included in the unaudited condensed consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. Based on a critical assessment of accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes the Company’s unaudited condensed consolidated financial statements are fairly stated in accordance with U.S. GAAP and provide a fair presentation of the Company’s financial position and results of operations. Furthermore, we considered the impact of the COVID-19 pandemic on the use of estimates and assumptions used for financial reporting and determined that there was no adverse material impact to our results of operations for the three months ended March 31, 2022; however, the extent and duration of future impacts of the COVID-19 pandemic and any resulting economic impact are largely unknown and difficult to predict due to these unknown factors which may have a material impact on our financial position and results of operations in the future.
Income Taxes	Income Taxes For the three months ended March 31, 2022 and 2021, we have utilized the discrete effective tax rate method, as allowed by Accounting Standards Codification (“ASC”) 740-270-30-18, “Income Taxes—Interim Reporting,” to calculate the interim income tax provision. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as (i) the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pretax earnings by certain jurisdictions and (ii) our ongoing assessment that the recoverability of our deferred tax assets is not likely in certain jurisdictions.
Impact of Recently Issued Accounting Standards	Impact of Recently Issued Accounting Standards Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," ("ASU 2016-13") which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019 for all public entities, excluding smaller reporting companies, and after December 15, 2022 for smaller reporting companies. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We will adopt ASU 2016-13 on January 1, 2023. We are currently in the early phase of evaluating the impact of the adoption of ASU 2016-13 on our condensed consolidated financial statements.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Summary of Disposal Groups Including Discontinued Operations


	Three months ended
	March 31, 2021
Revenues:
Service fee revenue	$	16,798
Related party revenue	468
Total revenues	17,266
Costs of revenues:
Cost of service fee revenue	9,714
Total costs of revenues	9,714
Gross profit	7,552
Selling, general and administrative expenses	(8,372)
Loss from discontinued operations before income taxes	(820)
Income tax expense	29
Net loss from discontinued operations	$	(849)

The following table presents the depreciation and amortization, capital expenditures and significant noncash operating items for the three months ended March 31, 2021 (in thousands):


	Three months ended
	March 31, 2021
Cash flows from operating activities discontinued operations:
Depreciation and amortization	$	205
Stock-based compensation expense	$	236

Cash flows from investing activities discontinued operations:
Capital expenditures	$	30

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Revenue from Contracts with Clients and Customers (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Summary of Contract Balances

Contract balances consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Contract Assets
Costs to fulfill	$	3,171	$	4,392
Total contract assets	$	3,171	$	4,392
Contract Liabilities
Accrued contract liabilities	$	2,913	$	2,673
Deferred revenue	4,725		5,224
Total contract liabilities	$	7,638	$	7,897

Summary of Revenues Disaggregated by Revenue Source and Region

The following table presents our revenues, excluding sales and usage-based taxes, disaggregated by timing of revenue recognition (in thousands):


	Three Months Ended March 31,
	2022		2021
Revenues:
Over time	$	63,290	$	56,396
Point-in-time	3,197		4,308
Total revenues	$	66,487	$	60,704

The following table presents our revenues, excluding sales and usage-based taxes, disaggregated by region (in thousands):


	Three Months Ended March 31,
	2022		2021
Revenues by region:
United States	$	55,940	$	47,173
Canada	1,232		1,371
Europe	9,315		12,160
Total revenues	$	66,487	$	60,704

Discontinued Operations - Narrative (Details) $ in Millions	3 Months Ended
Discontinued Operations - Narrative (Details) $ in Millions	Mar. 31, 2022 USD ($)
Live Area \| Selling, General and Administrative Expenses
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Transaction services	$ 0.6

Discontinued Operations - Reconciliation Amount (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Costs of revenues:
Loss from discontinued operations before income taxes	$ 0	$ (820)
Income tax expense	0	29
Net loss from discontinued operations	$ 0	(849)
Live Area
Revenues:
Revenue from disposal		17,266
Costs of revenues:
Cost of service fee revenue		9,714
Gross profit		7,552
Selling, general and administrative expenses		(8,372)
Loss from discontinued operations before income taxes		(820)
Income tax expense		29
Net loss from discontinued operations		(849)
Service fee revenue \| Live Area
Revenues:
Revenue from disposal		16,798
Costs of revenues:
Cost of service fee revenue		9,714
Related party revenue \| Live Area
Revenues:
Revenue from disposal		$ 468

Discontinued Operations - Significant Noncash Operating (Details) - Live Area $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Cash flows from operating activities discontinued operations:
Depreciation and amortization	$ 205
Stock-based compensation expense	236
Cash flows from investing activities discontinued operations:
Capital expenditures	$ 30

Revenue from Contracts with Clients and Customers - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Changes in costs to fulfill contract assets	$ 1,200
Contract liabilities	7,638	$ 7,897
Change in contract liabilities from amortization and recognition and recognition of revenue	$ 1,300

Revenue from Contracts with Clients and Customers - Summary of Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Contract Assets
Costs to fulfill	$ 3,171	$ 4,392
Contract Liabilities
Accrued contract liabilities	2,913	2,673
Deferred revenue	4,725	5,224
Total contract liabilities	$ 7,638	$ 7,897

Revenue from Contracts with Clients and Customers - Additional Information, Performance Obligation (Details) $ in Millions	Mar. 31, 2022 USD ($)
Revenue from Contract with Customer [Abstract]
Performance obligation, amount	$ 8.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue from Contract with Customer [Abstract]
Performance obligation, percentage	52.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, expected timing of satisfaction	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue from Contract with Customer [Abstract]
Performance obligation, percentage	24.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, expected timing of satisfaction	1 year

Revenue from Contracts with Clients and Customers - Summary of Revenues Disaggregated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 66,487	$ 60,704
United States
Disaggregation of Revenue [Line Items]
Revenues	55,940	47,173
Canada
Disaggregation of Revenue [Line Items]
Revenues	1,232	1,371
Europe
Disaggregation of Revenue [Line Items]
Revenues	9,315	12,160
Over time
Disaggregation of Revenue [Line Items]
Revenues	63,290	56,396
Point-in-time
Disaggregation of Revenue [Line Items]
Revenues	$ 3,197	$ 4,308

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Inventory Financing - Additional Information (Details) - Line of Credit - Short Term Credit Facility - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Maximum credit under credit agreement	$ 5,500,000
Termination notice period	90 days
Outstanding borrowings	$ 0	$ 3,500,000

Loss Per Share - Additional Information (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Outstanding common stock excluded from calculations of diluted earnings per share (in shares)	1.5	2.5

Related Party Transactions (Details) - USD ($)	3 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Pilot Freight Services \| David Beatson
Related Party Transaction [Line Items]
Ownership percentage	1.00%
Director
Related Party Transaction [Line Items]
Cost of revenue	$ 100,000	$ 0
Accounts payable	$ 0