General
PFSweb is an international business process outsourcing provider of end-to-end eCommerce solutions
and other services. PFSweb provides these solutions and services to major brand names and other companies seeking to optimize their supply chain and to enhance their traditional and online business channels and initiatives. We derive our revenues by
providing a broad range of services as we facilitate and process individual business transactions on our clients behalf. Marketed as
PFSwebs End2End eCommerce
®
solution and PFSweb Infinite Commerce, or iCommerce, the services we offer are organized into the following categories:
|
|
|
Order Management & Omni-Channel Solutions
|
|
|
|
Logistics and Fulfillment
|
|
|
|
Professional Consulting
|
Our solutions support both direct-to-consumer (DTC) and business-to-business (B2B) sales channels. The majority of our clients are the merchants of record for the orders we process
through our infrastructure on their behalf. For these clients, we do not own the inventory or the resulting accounts receivable, but provide ecommerce solutions and other services for these client-owned assets.
For some of our clients, we are the merchant of record for the orders we process through our infrastructure. Under these arrangements, we
either record product revenue or a net sale, own the accounts receivable and inventory and we may be compensated for all or a portion of our services through the resulting profit margin. In some cases, we purchase the inventory as the product is
delivered to our facility. In other situations, the client retains ownership of inventory in our facility and we purchase the inventory immediately prior to each individual customer sales transaction. In all cases, we seek inventory financing from
our clients in the form of extended terms, working capital programs or marketing funds to help offset the working capital requirements that follow accounts receivable and inventory ownership.
We are headquartered in Allen, Texas where our executive and administrative offices and our primary technology operations and hosting
facilities are located. We operate state-of-the-art call centers from our U.S. facilities located in Dallas, Texas, and Memphis, Tennessee, and from our international facilities located in Richmond Hill, Ontario, Canada, Liège, Belgium and
Manila, Philippines. We lease or manage warehouse facilities of approximately 1.4 million square feet, many containing highly automated and state of the art material handling and communications equipment, in Memphis, Tennessee, Southaven,
Mississippi, Grapevine, Texas, Richmond Hill, Ontario, Canada and Liège, Belgium, allowing us to provide global distribution solutions.
Recent Events
In 2012,
we relocated our corporate headquarters to Allen, Texas and our North Texas customer care center to downtown Dallas, Texas. We believe the relocation of both operations provides us with greater flexibility to support organic and new business growth,
seasonal staffing fluctuations and provides an improved working environment for our employees
PFSWEBS
END2END ECOMMERCE
®
SOLUTIONS
PFSweb serves as the brand behind the brand
®
for companies seeking to increase efficiencies, enter new markets or launch optimized sales channels. As an eCommerce and business process outsourcer, we offer
scalable and cost-effective solutions for brand manufacturers, online retailers, and distributors across a wide range of industry segments. We provide our clients with seamless and transparent solutions to support their business strategies, allowing
them to focus on their core competencies. Leveraging PFSwebs technology, expertise and
1
proven methodologies, we enable clients to develop and deploy new products and implement new business strategies or address new distribution channels rapidly and efficiently through our optimized
solutions. Our clients engage us both as a consulting partner to assist them in the design of a business solution as well as a virtual and physical infrastructure partner to provide the mission critical operations required to build and manage their
business solution. Together, we not only help our clients define new ways of doing business, but also provide them the technology, physical infrastructure and professional resources necessary to quickly implement their business model. We allow our
clients to quickly and dramatically change how they go-to-market.
Each client has a unique business model and
unique strategic objectives that often require highly customized solutions. PFSweb supports clients in a wide array of industries, including fashion apparel and accessories, fragrance and beauty products, consumer packaged goods, home furnishings
and housewares, consumer electronics, office technology and network connectivity products and aviation spare parts. These clients turn to PFSweb for help in addressing a variety of business issues that include eCommerce, customer satisfaction and
retention, time-definite logistics, vendor managed inventory and integration, supply chain compression, cost model realignments, transportation management and international expansion, among others. We also act as a constructive agent of change,
providing clients the ability to alter their current distribution model, establish direct relationships with end-customers, and reduce the overall time and costs associated with existing distribution channel strategies. Our clients are seeking
solutions that will provide them with dynamic supply chain and multi-channel marketing efficiencies, while ultimately delivering a world-class customer service experience.
Our value proposition is to become a seamless, well integrated extension of our clients enterprises by delivering superior solutions that drive optimal customer experiences. On behalf of the brands
we serve, we strive to increase and enhance sales and market growth, bolster customer satisfaction and customer retention, and drive costs out of the business through operations and technology related efficiencies. As both a virtual and a physical
infrastructure for our clients businesses, we embrace their brand values and strategic objectives. By utilizing our services, our clients are able to:
Quickly Capitalize on Market Opportunities.
Our solutions empower clients to rapidly implement their supply chain and eCommerce strategies and take advantage of opportunities without lengthy
integration and implementation efforts. We have readily available advanced technology and physical infrastructure that is flexible in its design, which facilitates quick integration and implementation. The PFSweb solution is designed to allow our
clients to deliver consistent quality service as transaction volumes grow and also to handle daily and seasonal peak periods. Through our international locations, our clients can sell their products throughout the world.
Improve the Customer Experience.
We enable our clients to provide their customers with a high-touch, positive buying experience
thereby maintaining and promoting brand loyalty. Through our use of advanced technology, we can respond directly to customer inquiries by e-mail, voice or data communication and assist them with online ordering and product information. We believe we
offer our clients a world-class level of service, including 24-hour, seven-days-a-week, Web-enabled customer care service centers, detailed Customer Relationship Management (CRM) reporting and exceptional order accuracy. We
have significant experience in the development of eCommerce storefronts that allows us to recommend features and functions easily navigated and understood by our clients customers. Our technology platform is designed to ensure high levels of
reliability and fast response times for our clients customers. Because of our technology, our clients benefit from being able to offer the latest in customer communication and response conveniences to their customers.
Minimize Investment and Improve Operating Efficiencies.
One of the most significant benefits outsourcing provides is the ability
to transform fixed costs into variable costs. By eliminating the need to invest in a fixed capital infrastructure, our clients costs typically become more directly correlated with volume increases or declines. Further, as volume increases
drive the demand for greater infrastructure or capacity, we are able to quickly deploy additional resources. We provide services to multiple clients, which enables us to offer our clients economies of scale, and resulting cost efficiency, that they
may not have been able to obtain on their own. Additionally, because of the large number of daily transactions we process, we have been able to justify investments in levels of automation, security surveillance, quality control processes and
transportation carrier interfaces that are typically outside the scale of investment that our clients might be able to cost justify on their own. These additional capabilities can provide our clients the benefits of enhanced operating performance
and efficiency, reduced inventory shrinkage, and expanded customer service options.
2
Access a Sophisticated Technology Infrastructure.
We provide our clients with ready
access to a sophisticated technology infrastructure that is designed to interface seamlessly with their systems. We provide our clients with vital product and customer information that can be immediately available to them on their own systems or
through web based graphic user interfaces for use in data mining, analyzing sales and marketing trends, monitoring inventory levels and performing other management functions.
We believe our highest value proposition is achieved when our clients engage our full suite of services from all of
the categories included in
PFSwebs End2End eCommerce
®
solutions. However, we provide our clients
with the opportunity to customize their solution by selecting only certain services from our offering in à la carte fashion if they prefer. We believe this flexibility and willingness to create a customized solution for each client
differentiates us from our competition.
Digital Marketing Services
Our team has extensive experience partnering with our clients to help grow their business. We have expertise in developing strategies to
attract new customers, converting website visitors into actual buyers, and nurturing the relationships with current customers to increase their lifetime value. We achieve this through the following services:
Search Engine Optimization (SEO).
We combine knowledge of SEO best practices with a detailed knowledge of the technology platform
to maximize the programs performance. Our subject matter experts achieve measurable results by using best-of-breed on-site page optimization tactics, internal-linking strategies, back-linking strategies, and back-link building. We provide both
the strategies and the implementation to achieve top rankings in the search engines, increase visibility of the brand and drive sales results.
Pay-Per-Click.
We go beyond buying keywords. In addition to bid management, we provide effective copywriting as well as landing page recommendations, optimization, and creation to increase
conversion. Our strategic search engine marketing approach is designed to drive incremental traffic, increase conversion, and lower ad spend.
Affiliate Marketing.
We seek the best affiliate partners that fit the brands, implement the program, and manage the ongoing relationships. We develop strategies for the programs and nurture the
affiliate partnerships to ensure relevant traffic is driven to the website to convert into sales.
Comparison Shopping
Engines.
We have experience creating and managing comparison shopping feeds that will increase brand visibility in a competitive landscape while driving sales. We use the comparison shopping engine channel to enhance the search engine marketing
initiatives and power mobile applications.
Conversion Optimization.
We combine industry expertise with best-in-breed
technology to increase conversion and increase average order size. Our team of experts offers services in on-site merchandising, recommendations, personalization, on-site search, and promotion management and support.
Web Analytics.
All of our interactive marketing services are data driven; we look at how the various channels are performing and
determine where investments need to be made. We turn data into knowledge and offer insight into the customers behavior and create strategies to provide actionable results.
Customer Experience.
We determine how to optimize the website to engage the customers with the brand, drive sales conversion, and
offer an ideal customer shopping experience. Our team makes it their focus to understand the customers needs and offer site usability assessments that will improve the customer experience, enhance the brand and support revenue goals.
Email Marketing.
We provide a world class email platform to create and send dynamic 1-to-1 emails designed to achieve
exceptional business results. We provide email delivery services to ensure email is reaching the inbox and have established methodologies to test content, design, and subject lines, as well as drive email strategy to engage customers and increase
revenue.
Social Media.
We engineer social media strategies across multiple platforms to encourage interaction and
build relationships, and raise overall brand awareness. Our strategists leverage innovative technologies to engage the customers through relevant content and connect the customer with the brand.
3
Creative Services.
With a unique understanding of usability and user experience we
can convey our clients creative needs from concept to execution. Our creative solutions are in tune with our clients brand and effectively translate the clients voice in the digital market while engaging customers at every digital
touchpoint.
eCommerce Technology Services
Direct-to-Consumer eCommerce (DTC). PFSwebs End2End eCommerce
®
solution for the DTC online channel features Demandware eCommerce, a leading third party Software-as-a-Service
(SaaS) eCommerce platform. We have fully integrated Demandware with the rest of our world-class technology platform including other best-of-breed technology partners to create a PFSweb reference application that provides our clients with
a very high-function DTC online store out-of-the-box. We are able to use the PFSweb reference application as a starting point to quickly create a completely customized online store for our DTC clients. Designed specifically for DTC brands, our
comprehensive offering redefines end-to-end eCommerce by enabling retailers and branded consumer goods manufacturers with the ability to employ a total outsourcing solution customized to their particular eCommerce strategy, without the loss of site
or brand control associated with earlier end-to-end outsourcing solutions.
Business-to-Business
eCommerce (B2B). PFSwebs End2End eCommerce
®
solution for the B2B online channel features
our GlobalMerchant Commerceware
®
service that provides a complete eCommerce website solution for our B2B
clients. We engage collaboratively with our clients to design, build, host, and manage fully branded, fully customized and fully integrated eCommerce web applications for B2B channels. We offer a broad range of hosting and support plans that can be
tailored to fit the needs of each client. Utilizing Microsofts.NET Technologies and our proprietary GlobalMerchant Commerceware
®
platform, we maintain a robust hosting environment for our hosted client B2B web sites.
Order Management Services
Order Management Interfaces.
Our order
management technology solutions provide interfaces that allow for real-time information retrieval, including information on inventory, sales orders, shipments, delivery, purchase orders, warehouse receipts, customer history, accounts receivable and
credit lines. These solutions are seamlessly integrated with our web-enabled customer contact centers, allowing for the processing of orders through shopping cart, phone, fax, mail, email, web chat, and other order receipt methods. As the
information backbone for our total supply chain solution, order management services can be used on a stand-alone basis or in conjunction with our other business infrastructure offerings, including customer contact, financial or distribution
services. In addition, for the B2B market, our technology platform provides a variety of order receipt methods that facilitate commerce within various stages of the supply chain. Our systems provide the ability for both our clients and their
customers to track the status of orders at any time. Our services are transparent to our clients customers and are seamlessly integrated with our clients internal system platforms and web sites. By synchronizing these activities, we can
capture and provide critical customer information, including:
|
|
|
Statistical measurements critical to creating a quality customer experience, containing real-time order status, order exceptions, back order tracking,
allocation of product based on timing of online purchase and business rules, the ratio of customer inquiries to purchases, average order sizes and order response time;
|
|
|
|
B2B supply chain management information critical to evaluating inventory positioning, for the purpose of improving inventory turns, and assessing
product flow-through and end-user demand;
|
|
|
|
Reverse logistics information, including customer response and reason for the return or rotation of product and desired customer action;
|
|
|
|
Detailed marketing information about what was sold and to whom it was sold, by location and preference; and
|
|
|
|
Web traffic reporting showing the number of visits (hits) received, areas visited, and products and information requested.
|
4
Technology Collaboration.
We have created a suite of technology services that enable
buyers and suppliers to fully automate their business transactions within their supply chain using the order management interfaces. Our collaboration technologies operate in an open systems environment and feature the use of industry-standard XML
and SOA web services, enabling customized eCommerce solutions with minimal changes to a clients systems or our Enterprise Resource Planning (ERP) systems. The result is a faster implementation process. We also support information
exchange methods such as FTP, EDI, MQ Series, ALE, HTTP, and HTTPS.
Information Management.
We have the ability to
communicate with and transfer information to and from our clients through a wide variety of technology services, including real-time web service enabled data interfaces, file transfer methods and electronic data interchange. Our systems are designed
to capture, store and electronically forward to our clients critical information regarding customer inquiries and orders, product shipments, inventory status (for example, levels of inventory on hand, on backorder, on purchase order and inventory
due dates to our warehouse), product returns and other information. Our systems are capable of providing our clients with customer inventory and order information for use in analyzing sales and marketing trends and introducing new products. We also
offer customized reports and data analyses based upon specific client needs to assist them in their budgeting and business decision process.
Customer Care Services
Customer Relationship Management.
We offer a completely customized web enabled CRM solution for clients. Our CRM solution
encompasses a full-scale customer contact management service offering, as well as a fully integrated customer analysis program. All customer contacts are captured and customer purchases are documented. Full-scale reporting on all customer
transactions is available for evaluation purposes. Through each of our customer touch-points, information can be analyzed and processed for current or future use in business evaluation, product effectiveness and positioning, and supply chain
planning.
Customer Order Assistance.
An important feature of evolving commerce is the ability for the customer to
speak with a live customer service representative. Our experience has been that many consumers tell us they visited the web location for information, but not all of those consumers chose to place their order online. Our customer care services
utilize features that integrate voice, e-mail, standard mail, fax, data and Internet chat communications to respond to and handle customer inquiries. Our customer care representatives answer various questions, acting as virtual representatives of
our clients organization, regarding order status, shipping, billing, returns and product information and availability as well as a variety of other questions. Our web-enabled customer care technology identifies each customer contact
automatically and routes it to the appropriate customer care representative who is individually trained in the clients business and products.
Our web-enabled customer care centers are flexibly designed so that our customer care representatives can handle either several different clients and products in a shared agent environment, thereby
creating economy of scale benefits for our clients, or through a highly customized dedicated agent support model that provides the ultimate customer experience and brand reinforcement. Our advanced technology also enables our representatives to
up-sell, cross-sell and inform customers of other products and sales opportunities. The web-enabled customer care center is fully integrated into the data management and order processing system, allowing full visibility into customer history and
customer trends. Through this fully integrated system, we are able to provide a complete customer care solution.
Quality
Monitoring.
Quality is essential in our client solutions. As representatives of our clients, our customer care representatives must adhere to the unique quality standards of each client. We continually monitor the quality of our customer care
representatives against each client quality standard and use the results to provide agent-level feedback to continually improve the customer care experience. Clients may participate in the quality process by remotely listening to calls, assisting in
the grading of recorded calls, and providing ongoing direction to improve quality standards.
Customer Self-Help.
With the need for efficiency and cost optimization for many of our clients, we have integrated interactive voice response (IVR) as another option for customer contacts. IVR creates an electronic workforce with virtual
agents that can assist customers with vital information at any time of the day or night. IVR
5
allows for our clients customers to deal interactively with our system to handle basic customer inquiries, such as account balance, order status, shipment status, catalog requests, product
and price inquiries, and routine order entry for established customers. The inclusion of IVR in our service offering allows us to offer a cost effective way to handle high volume, low complexity calls.
Logistics and Fulfillment Services
Advanced Distribution Facilities and Infrastructure.
An integral part of our solution is the warehousing and distribution of inventory either owned by our clients or owned by us. We currently have
approximately 1.4 million square feet of leased or managed warehouse space domestically and internationally to store and process our own and our clients inventory. We receive inventory in our distribution centers, verify shipment
accuracy, unpack and audit packages (a process that includes spot-checking a percentage of the inventory to validate piece counts and check for damages that may have occurred during shipping, loading and unloading). Upon request, we inspect for
other damages or defects, which may include checking fabric, stitching and zippers for soft goods, or testing power-up capabilities for electronic items as well as product specifications. We generally stock for sale within one business
day of unloading. We pick, pack and ship customer orders and can provide customized packaging, customized monogramming, capabilities of high volume shrink packaging, inserts and promotional literature for distribution with customer orders. For many
clients, we provide gift-wrapping services including line level gifting, customized gift-wrapping paper, ribbon, gift-box and gift-messaging.
Our distribution facilities contain computerized sortation equipment, highly mobile pick-to-light carts, powered material handling equipment, scanning and bar-coding systems and automated conveyors and
in-line scales. Our distribution complexes include several advanced technology enhancements, such as radio frequency technology in product receiving processing to ensure accuracy, as well as an automated package routing and a pick-to-light paperless
order fulfillment system. Our advanced distribution systems provide us with the capability to warehouse an extensive number of stock keeping units (SKUs), ranging from large high-end laser printers to small cosmetic compacts. Our facilities are
flexibly configured to process B2B and single pick DTC orders from the same central location.
In addition to our advanced
distribution systems, our pick-to-light carts, stationary pick-to-light areas and conveyor system controls provide real time productivity reporting, thereby providing our management team with the tools to implement productivity standards. This
combination of computer-controlled equipment provides the seamless integration of our pick-to-light systems and mass sortation capabilities. This unique combination of technologies ensures high order accuracy for each and every customer order.
We are able to take advantage of a variety of shipping and delivery options, which range from next day service to zone
skipping to optimize transportation costs. Our facilities and systems are equipped with multi-carrier functionality, allowing us to integrate with all leading package carriers and provide a comprehensive freight and transportation management
offering. We offer reverse logistics management services, including issuing return authorizations, return carrier shipping labels, receipt of product, crediting customer accounts and disposition of returned product.
Our domestic facilities provide security trained law enforcement professionals from our security headquarters in Memphis, Tennessee and
Southaven, Mississippi. Continual validation ensures that we employ the latest in security processes and procedures to further enhance our surveillance and detection capabilities.
Facility Operations and Management.
Our facilities management service offering includes distribution facility design and
optimization, business process reengineering and ongoing staffing and management. Along with our operations in Mississippi and Tennessee, we also manage an aircraft parts distribution center in Grapevine, Texas on behalf of one of our clients. Our
expertise in supply chain management, logistics and customer-centric fulfillment operations extends through our management of client-owned facilities, resulting in cost reductions, process improvements and technology-driven efficiencies.
Kitting and Assembly Services.
Our expanded kitting and assembly services enable our clients to reduce the time and costs
associated with managing multiple suppliers, warehousing hubs, and light manufacturing partners. As a single source provider, we provide the advantage of convenience, accountability and speed. Our kitting and assembly services include light
assembly, specialized kitting and supplier-consigned inventory hub either in our distribution facilities or co-located elsewhere. We also offer customized light manufacturing and supplier relationship management (SRM).
6
We will work with clients to re-sequence certain supply chain activities to aid in an
inventory postponement strategy. We can provide kitting and assembly services and build-to-stock thousands of units daily to stock in a Just-in-Time (JIT) environment. This service, for example, can entail the procurement of packaging
materials including retail boxes, foam inserts and anti-static bags. These raw material components may be shipped to us from domestic or overseas manufacturers, and we will build the finished SKUs to stock for the client. Also included is the custom
configuration of high-end printers and servers. This strategy allows manufacturers to make a smaller investment in base unit inventory while meeting changing customer demand for highly customizable products.
Our standard capabilities include: build-to-order, build-to-stock, expedited orders, passive and active electrostatic discharge
(ESD) controls, product labeling, serial number generation, marking and/or capture, lot number generation, asset tagging, bill of materials (BOM) or computer automated design (CAD) engineering change processing,
SKU-level pricing and billing, manufacturing and metrics reporting, first article approval processes, and comprehensive quality controls.
Kitting and inventory hub services enable clients to collapse supply chains into the minimal steps necessary to prepare product for distribution to any channel, including wholesale, mass merchant retail,
or direct to consumer. Clients no longer have to employ multiple providers or require suppliers to consign multiple inventory caches for each channel. We offer our clients the opportunity to consolidate operations from a channel standpoint, as well
as from a geographic perspective. Our integrated, global information systems and international locations support business needs worldwide.
Product Management and Inspection Services.
We also operate a coupon management system and product management program. Coupons are managed and activated by a unique serial number, thus
significantly reducing fraudulent activity. Our capabilities also extend into salvage operations, allowing our clients to reclaim valuable raw materials and components from discontinued or obsolete inventory.
We operate a test and repair center where we visually inspect items for cosmetic defects. These items are put through rigorous testing
that includes: functionality, durability, accessory inspection and packaging. Items that pass the testing are repackaged and resold with a noted exception of open-box merchandise. Items that fail the inspection are disassembled and
working spare parts are saved for future use in repairs.
High Compliance Distribution Related to Food and Cosmetic
Products.
We also operate an American Institute of Bakers and the Food and Drug Administration compliant facility, which adheres to the Consolidated Standards for Inspection along with regulatory developments required by the F.D.A. Food Safety
Modernization Act and other industry best practices. Adherence to these standards resulted in the facility scoring a Superior rating from the AIB audit and inspection in 2012.
Financial Management Services
Our financial services are divided into two
major areas: 1) billing, credit, collection and cash application services for B2B clients and 2) fraud review, chargeback management and processing and settlement credit card services for DTC clients.
Business-to-Business Financial Management.
For B2B clients, we offer full-service accounts receivable management and collection
capabilities, including the ability to generate customized computer-generated invoices in our clients names. We assist clients in reducing accounts receivable and days sales outstanding, while minimizing costs associated with maintaining an
in-house collections staff. We offer electronic credit services in the format of EDI and XML communications direct from our clients to their vendors, suppliers and retailers.
Direct-to-Consumer Financial Management.
For DTC clients, we offer secure credit card processing related services for orders made via a client web site or through our customer contact center. We
offer manual credit card order review as an additional level of fraud protection. We also calculate sales taxes, goods and services taxes or
7
value added taxes, if applicable, for numerous taxing authorities and on a variety of products. Using third-party leading-edge fraud protection services and risk management systems, we can offer
high levels of security and reduce the level of risk for client transactions.
Professional Consulting Services
As part of the tailored solution for our clients, we offer a full team of experts specifically designated to focus on our clients
businesses. Team members play a consultative role, providing constructive evaluation, analysis and recommendations for the clients business. This team creates customized solutions and devises plans that will increase efficiencies and produce
benefits for the client when implemented.
Comprised of industry experts from top-tier consulting firms and industry market
leaders, our team of professional consultants provides client service focus and eCommerce, customer care, logistics and distribution expertise. They have built solutions for Fortune 1000 and Global 2000 market leaders in a wide range of industries,
including multi-channel retailers, apparel, technology, telecommunications, cosmetics, aviation, housewares, high-value collectibles, sporting goods, pharmaceuticals and several more. Focusing on the evolving infrastructure needs of major
corporations and their business initiatives, our team has a solid track record providing consulting services in the areas of interactive marketing eCommerce, supply chain management, distribution and fulfillment, technology interfacing, logistics
and customer support.
SELLER SERVICES FINANCIAL MODELS
Enablement Financial Model
We refer to the standard PFS seller services
financial model as the Enablement model. In this model, our clients own the inventory and are the merchants of record and engage us to provide various business outsourcing services in support of their business operations. We provide
ecommerce website services, inventory and order management, customer service, payment processing, and operations reports such as product sales, sales tax, and inventory management reports. In this model, we provide infrastructure and services and
the clients are responsible for all financial operations and reporting related to the sales transactions.
The Enablement
model is designed to generate margins for our clients consistent with other retailers in our clients product category and provide bottom line financial results for our clients similar to other retailers in their space. Service fee revenues in
this model are reported in our traditional PFSweb service fee segment.
Agent (Flash) Financial Model
As an additional service, we offer an Agent model, or Flash model, in which our clients maintain ownership of the
product inventory stored at our locations. When a customer orders the product from our clients, a flash sale transaction passes product ownership to us for each order and we in turn immediately re-sell the product to the customer. The
flash ownership exchange establishes us as the merchant of record, which enables us to use our existing merchant infrastructure to process sales to end customers, removing the need for clients to establish these business processes
internally, but permitting them to control the sales process to end customers. In this model, based on the terms of our current client arrangements, we record product revenue net of cost of product revenue.
Retail Financial Model
In addition to the Enablement and the Agent models, we also offer a Retail model. Under the Retail model, a PFSweb subsidiary
purchases inventory from the client just as any other client reseller partner. In the Retail model, we place the initial and replenishment purchase orders with the client and take ownership of the product upon delivery to our facility.
Because we are the product owner as well as the merchant of record, we work closely with the client to plan sales and promotional
activities. Under the Retail model, depending upon the product category and sales characteristics, we may require the client to provide product price protection as well as product purchase payment terms, right of return, and obsolescence protection
appropriate to the product sales profile. Since we purchase and
8
own the inventory and accounts receivable, this business model generally requires significant working capital requirements for which we have credit available either through credit terms provided
by our clients or under senior credit facilities.
The costs of all standard PFSweb services normally billed on a transaction
basis under the Enablement model, as well as certain credit risks, may be covered by the selling margin under the Retail model arrangement. The bottom line financial results for our client should be similar to the financial benefits from the retail
channel, although unlike the traditional retail channel, our clients generally control the presentation and branding of the web site and own all the customer data from the eCommerce activities.
We currently provide the Retail model for a portion of our Procter & Gamble engagement for DTC sales through the P&G eStore.
In addition, we use our Retail model to enable our Supplies Distributors subsidiary to serve as a global distributor of printer supplies for Ricoh Infoprint Solutions Company (IPS), a wholly-owned subsidiary of Ricoh Company Ltd.
(hereafter referred to collectively as Ricoh). In this model, the product revenues are reported in our Business and Retail Connect segment.
INDUSTRY INFORMATION AND COMPETITIVE LANDSCAPE
Industry Overview
Business activities in the public and private sectors continue to operate in an environment of rapid technological advancement, increasing
competition and continuous pressure to improve operating and supply chain efficiency while decreasing costs. We currently see the following trends within the industry:
|
|
|
Manufacturers strive to restructure their supply chains to maximize efficiency and reduce costs in both B2B and DTC markets, and to create a
variable-cost supply chain able to support the multiple, unique needs of each of their initiatives, including traditional and electronic commerce.
|
|
|
|
Companies in a variety of industries seek outsourcing as a method to address one or more business functions that are not within their core business
competencies, to reduce operating costs or to improve the speed or cost of implementation.
|
Supply Chain Management Trend
As companies maintain focus on improving their businesses and balance sheet financial ratios, significant efforts and
investments continue to be made identifying ways to maximize supply chain efficiency and extend supply chain processes. Working capital financing, vendor managed inventory, supply chain visibility software solutions, distribution channel skipping,
direct to consumer eCommerce sales initiatives, and complex upstream supply chain collaborative technology are products that manufacturers seek to help them achieve greater supply chain efficiency.
A key business challenge facing many manufacturers and retailers as they evaluate their supply chain efficiency is in determining how the
trend toward increased direct-to-customer business activity will impact their traditional B2B and DTC commerce business models. Order management and small package fulfillment and distribution capabilities are becoming increasingly important
processes as this trend evolves. We believe manufacturers will look to outsource their non-core competency functions to support this modified business model. We believe companies will continue to strategically plan for the impact that eCommerce and
other new technology advancements will have on their traditional commerce business models and their existing technology and infrastructure capabilities.
Manufacturers, as buyers of materials, are also imposing new business practices and policies on their supplier partners to shift the normal supply chain costs and risks associated with inventory ownership
away from their own balance sheets. Through techniques like Vendor Managed Inventory or Consigned Inventory Programs (CIP), manufacturers are asking their suppliers, as a part of the supplier selection process, to provide capabilities
where the manufacturer need not own, or even possess, inventory prior to the exact moment that unit of inventory is required as a raw material component or for shipping to a customer. To be successful for all parties, business models such as these
often require a sophisticated collection of technological capabilities that allow for complete integration and collaboration of the information technology environments of both the buyer and supplier. For example, for an
9
inventory unit to arrive at the precise required moment in the manufacturing facility, it is necessary for the Manufacturing Resource Planning systems of the manufacturer to integrate with the
CRM systems of the supplier. When hundreds of supplier partners are involved, this process can become quite complex and technologically challenging. Buyers and suppliers are seeking solutions that utilize XML based protocols and traditional EDI
standards to ensure an open systems platform that promote easier technology integration in these collaborative solutions.
Outsourcing
Trend
In response to growing competitive pressures and technological innovations, we believe many companies, both large
and small, are focusing their critical resources on the core competencies of their business and utilizing eCommerce and business process outsourcing to accelerate their business plans in a cost-effective manner and perform non-core business
functions. Outsourcing can provide many key benefits, including the ability to:
|
|
|
Enter new business markets or geographic areas rapidly;
|
|
|
|
Increase flexibility to meet changing business conditions and demand for products and services;
|
|
|
|
Enhance customer satisfaction and gain competitive advantage;
|
|
|
|
Reduce capital and personnel investments and convert fixed investments to variable costs;
|
|
|
|
Improve operating performance and efficiency; and
|
|
|
|
Capitalize on skills, expertise and technology infrastructure that would otherwise be unavailable or expensive given the scale of the business.
|
Typically, many outsourcing service providers are focused on a single function, such as information
technology, call center management, credit card processing, warehousing or package delivery. This focus creates several challenges for companies looking to outsource more than one of these functions, including the need to manage multiple outsourcing
service providers, to share information with service providers and to integrate that information into their internal systems. Additionally, the delivery of these multiple services must be transparent to the customer and enable the client to maintain
brand recognition and customer loyalty. Furthermore, traditional commerce outsourcers are frequently providers of domestic-only services versus international solutions. As a result, companies requiring global solutions must establish additional
relationships with other outsourcing parties.
Another vital point for major brand name companies seeking to outsource is the
protection of their brand. When looking for an outsourcing partner to provide infrastructure solutions, brand name companies must find a company that can ensure the same quality performance and superior experience their customers expect from their
brands. Working with an outsourcing partner requires finding a partner that can maintain the consistency of their brand image, which is one of the most valuable intangible assets that recognized brand name companies possess.
Competition
We face
competition from many different sources depending upon the type and range of services requested by a potential client. Many other companies offer one or more of the same services we provide on an individual basis. Our competitors include vertical
outsourcers, which are companies that offer a single function solution, such as call centers, public warehouses or credit card processors. We occasionally compete with transportation logistics providers, known in the industry as 3PLs and
4PLs (third or fourth party logistics providers), who offer product management functions as an ancillary service to their primary transportation services. We also compete against other eCommerce and business process outsourcing providers, who
perform various services similar to our solution offerings.
In many instances, we compete with the in-house operations of our
potential clients themselves. Occasionally, the operations departments of potential clients believe they can perform the same services we do, at similar quality levels and costs, while others are reluctant to outsource business functions that
involve direct customer contact. We cannot be certain we will be able to compete successfully against these or other competitors in the future.
Although many of our competitors offer one or more of our services, we believe our primary competitive advantage is our ability to offer a full array of customized services marketed as
PFSwebs
End2End eCommerce
®
solutions, thereby eliminating any need for our clients to coordinate these services from
many different providers. We believe we can differentiate ourselves by offering our clients a very broad range of eCommerce and business process services that address, in many cases, the entire value chain, from demand to delivery.
10
We also compete on the basis of many other important additional factors, including:
|
|
|
operating performance and reliability;
|
|
|
|
ease of implementation and integration;
|
|
|
|
experience of the people required to successfully and efficiently design and implement solutions;
|
|
|
|
experience operating similar solutions dynamically;
|
|
|
|
leading edge technology capabilities;
|
We
believe we can compete favorably with respect to many of these factors. However, the market for our services is competitive and continually evolving, and we may not be able to compete successfully against current and future competitors.
COMPANY INFORMATION
Clients and
Marketing
Our target clients include online retailers as well as leading technology and consumer goods brands looking to
quickly and efficiently implement or enhance business initiatives, adapt their go-to-market strategies, or introduce new products, programs or geographies, without the burden of modifying or expanding their technology, customer care, supply chain
and logistics infrastructure. Our solutions are applicable to a multitude of industries and company types and we have provided solutions for such companies as:
IPS (printer supplies in several geographic areas), Xerox (printers and printer supplies), Roots Canada Ltd. (apparel), Hawker Beechcraft Corp. (facilities management and time-definite logistics
supporting parts distribution), Riverbed Technologies (technology products), LEGO Brand Retail (toys), Procter & Gamble (consumer packaged goods), AAFES (military exchange service), LOréal (health & beauty), Sorel
(active outdoor apparel) among many others.
We target potential clients through an extensive integrated marketing program
comprised of a variety of direct marketing techniques, email marketing initiatives, trade event participation, search engine marketing, public relations, social media and a sophisticated outbound tele-sales lead generation model. We have also
developed an intricate messaging matrix that defines our various eCommerce and business process outsourcing solutions and products, the vehicles we utilize to deliver marketing communication on these solutions/products and the target audience
segments that display a demand for these solutions/products. This messaging matrix allows us to deploy highly targeted solution messages to selected key vertical industry segments where we feel we are able to provide significant service
differentiation and value. We also pursue strategic marketing alliances with consulting firms, software manufacturers and other logistics providers to increase market awareness and generate referrals and customer leads.
Because of the highly complex nature of the solutions we provide, our clients demand significant competence and experience from a variety
of different business disciplines during the sales cycle. As such, we utilize a selected member of our senior executive team to lead the design and proposal development of each potential new client we choose to pursue. The senior executive is
supported by a select group of highly experienced individuals from our professional services group with specific industry knowledge of, or experience with, the solutions development process. We employ a team of highly trained implementation managers
whose responsibilities include the oversight and supervision of client projects and maintaining high levels of client satisfaction during the transition process between the various stages of the sales cycle and steady state operations.
Technology
We maintain
advanced management information systems and have automated key business functions using online, real-time or batch systems. These systems enable us to provide information concerning sales, inventory
11
status, customer payments and other operations essential for us and our clients to efficiently manage electronic commerce and supply chain business programs. Our systems are designed to scale
rapidly to handle the transaction processing demands of our clients and our growth.
We employ technology from a select group
of vendors. For example, we deploy IBM e-servers and network printers in appropriate models to run web site functions as well as order management and distribution functions. Our network backbone is powered by Cisco, who provides network connectivity
and network security solutions for our worldwide locations. We utilize Avaya Communication for telephone switch and call center management functions, and to interact with customers via voice, e-mail or chat. Avaya Communication technology also
allows us to share web pages between customers and our service representatives. We have the ability to transmit and receive voice, data and video simultaneously on a single network connection to a customer to more effectively serve that customer for
our client. Clients interest in using this technology stems from its ability to allow shoppers to consult with known experts in a way the customer chooses prior to purchasing. Our sophisticated computer-telephony integration has been
accomplished by combining systems software from IBM and Avaya Communication together with our own application development. We use Verizon Business for our private enterprise network and AT&T as our long distance carrier. We use Oracles
J.D. Edwards as the software provider for the primary ERP applications used in our operational areas and financial areas. We use Dematic/Rapistan Materials Handling Automation for our automated order selection, automated conveyor and
pick-to-light (inventory retrieval) systems, and Symbol Technologies/Telxon for our warehouse radio frequency applications. Our Warehouse Management System (WMS) and Distribution Requirements Planning (DRP) system
have been developed in-house to meet the varied unique requirements of our vertical markets. Both the WMS and DRP are tightly integrated to both the North American and European deployments of our J.D. Edwards system.
Many internal infrastructures are not sufficient to support the explosive growth in e-business, e-marketplaces,
supply chain compression, distribution channel realignment and the corresponding demand for real-time information necessary for strategic decision-making and product fulfillment. To address this need, we have created
PFSwebs End2End
eCommerce
®
platform to enable companies with little or no eCommerce infrastructure to speed their time to
market and minimize resource investment and risk, and to allow all companies involved to improve the efficiency of their supply chain.
Using the various components of our collaboration technology suite, we can assist our clients in easily integrating their web sites or ERP systems to our systems for real-time web service enabled
transaction processing without regard for their hardware platform or operating system. This high-level of systems integration allows our clients to automatically process orders, customer data and other eCommerce information. We also can track
information sent to us by the client as it moves through our systems in the same manner a carrier would track a package throughout the delivery process. Our systems enable us to track, at a detailed level, information received, transmission timing,
any errors or special processing required and information sent back to the client.
We provide technology interfaces to our
back-office applications including our customized Oracle J.D. Edwards order management and fulfillment application. We utilize Gentran Integration Suite (GIS) as our technology platform for Enterprise Application Integration with
our clients and clients trading partners. With GIS, we have greatly increased our ability to quickly design and deploy customized B2B and DTC eCommerce solutions for our clients by utilizing a robust business process modeling tool and a highly
scalable operating infrastructure. This platform facilitates the efficient and secure exchange of electronic business transactions/documents in a wide variety of formats (i.e. XML, X.12 EDI, delimited text, IDOCS) and communication protocols (i.e.
FTP/SFTP, AS2/HTTP/HTTPS, AS1 SMTP, MQ Series and SOA Web Services).
We have invested in advanced telecommunications,
computer telephony, electronic mail and messaging, automated fax technology, IVR technology, barcode scanning, wireless technology, fiber optic network communications and automated inventory management systems. We have also developed and utilize
telecommunications technology that provides for automatic customer call recognition and customer profile recall for inbound customer service representatives.
The primary responsibility of our systems development team of IT professionals is directed at implementing custom solutions for new clients and maintaining existing client relationships. Our development
team can also produce proprietary systems infrastructure to expand our capabilities in circumstances where we cannot purchase standard solutions from commercial providers. We also utilize temporary and/or contract resources when needed for
additional capacity.
12
Our information technology operations and infrastructure are built on the premise of
reliability and scalability. We maintain diesel generators and un-interruptible power supply equipment to provide constant availability to computer rooms, call centers and warehouses. Multiple internet service providers and redundant web servers
provide for a high degree of availability to web sites that interface with our systems. Capacity planning and upgrading is performed regularly to allow for quick implementation of new clients and avoid time-consuming infrastructure upgrades that
could slow growth rates. In the event of a disastrous situation, we also have a disaster recovery plan that provides geographically separated and comparably equipped data centers that are able to recover stored data in a reasonable and effective
manner.
Strategy
We continue to maintain our simple but effective strategy statement to drive our actions, QGP. This acronym stands for Quality, Growth and Profit. We believe if we can achieve outstanding performance on
these three basic elements, they will provide for a stable foundation for our future. As the evolution of our business model continues, we will remain focused on these three fundamentals:
Quality
: To exceed our clients service level requirements and enhance the value of their brand while providing their
customers a positive, memorable and efficient experience.
Growth:
To increase our revenue and gross profit from its
current levels. To aggressively market simplified product messages to drive new clients and revenue and profit growth. To become a larger company and create career and additional employment opportunities. To embrace strategic partnering to
accentuate strengths and minimize weaknesses.
Profit:
To generate positive cash flow and continue to strive for
consistent profitable results. To increase the value of our company for all of its stakeholders while rewarding our team members with challenging, fun and memorable life experiences.
The successful balance of the execution of these fundamental strategies is targeted to result in the formation of a solid strategic and
financial foundation and provide us a sustainable and profitable business model for the future.
See Risk Factors
for a complete discussion of risk factors related to our ability to achieve our objectives and fulfill our business strategies.
Employees
As of December 31, 2012, we had approximately 1,550 employees, of which approximately 1,260 were located in the
United States. We have never suffered an interruption of business as a result of a labor dispute. We consider our relationship with our employees to be good. In the U.S., Canada and Philippines, we are not a party to any collective bargaining
agreements and while our European subsidiaries are not a party to a collective-bargaining agreement, they are required to comply with certain rules mentioned in collective bargaining agreements, agreed upon by representatives of their industry
(logistics) and unions.
Our success in recruiting, hiring and training large numbers of skilled employees and obtaining large
numbers of hourly employees and temporary staff during peak periods for distribution and call center operations is critical to our ability to provide high quality distribution and support services. Call center representatives and distribution
personnel receive feedback on their performance on a regular basis and, as appropriate, are recognized for superior performance or given additional training. Generally, our clients provide specific product training for our customer service
representatives and, in certain instances, on-site client personnel to provide specific technical support. To maintain good employee relations and to minimize employee turnover, we strive to offer competitive pay, hire primarily full-time employees
who are eligible to receive a full range of employee benefits, and provide employees with clear, visible career paths.
13
Internet Access to Reports
We maintain an Internet website,
www.pfsweb.com
. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K (and amendments, if any, to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934) are made available, free of charge, through the investor relations section of this website as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange Commission. The information on this website is not incorporated in this report.
Government Regulation
We are subject to federal, state, local and foreign consumer protection laws, including laws protecting the privacy of our customers
personally identifiable information and other non-public information and regulations prohibiting unfair and deceptive trade practices. Furthermore, the growth and demand for online commerce has and may continue to result in more stringent consumer
protection laws that impose additional compliance burdens and greater penalties on online companies. Moreover, there is a trend toward regulations requiring companies to provide consumers with greater information regarding, and greater control over,
how their personal data is used, and requiring notification when unauthorized access to such data occurs. For example, many states currently require us to notify each of our customers who are affected by any data security breach in which an
unauthorized person, such as a computer hacker, obtains such customers name and one or more of the customers social security number, drivers license number, credit or debit card number or other similar personal information. In
addition, several jurisdictions, including foreign countries, have adopted privacy-related laws that restrict or prohibit unsolicited email promotions, commonly known as spam, and that impose significant monetary and other penalties for
violations. One such law, the CAN-SPAM Act of 2003 imposes complex, burdensome and often ambiguous requirements in connection with our sending commercial email to our customers and potential customers. Moreover, in an effort to comply with these
laws, Internet service providers may increasingly block legitimate marketing emails. These consumer protection laws may become more stringent in the future and could result in substantial compliance costs and could interfere with the conduct of our
business.
We collect sales or other similar taxes for shipments of goods in certain states. One or more local, state or
foreign jurisdictions may seek to impose sales tax collection obligations on us and other out-of-state companies that engage in online commerce. If sales tax obligations are successfully imposed upon us by a state or other jurisdiction, we could be
exposed to substantial tax liabilities for past sales and fines and penalties for failure to collect sales taxes and we could suffer decreased sales in that state or jurisdiction as the effective cost of purchasing goods from us increases for those
residing in that state or jurisdiction. In addition, new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to
the Internet and commercial online services could result in significant additional taxes or regulatory restrictions on our business. These taxes could have an adverse effect on our cash flows and results of operations. Furthermore, there is a
possibility that we may be subject to significant fines or other payments for any past failures to comply with these requirements.
Our
business, financial condition and operating results could be adversely affected by any or all of the following factors, in which event the trading price of our common stock could decline, and you could lose part or all of your investment.
General Risks Related to Our Business
Our business and future growth depend on our continued access to bank and commercial financing. An uncertain or recessed economy may negatively impact our business, results of operations, financial
condition or liquidity.
Our business and future growth currently depend on our ability to access bank, vendor and
commercial lines of credit. We currently depend on line of credit facilities provided by various banks and commercial lenders that provided for an aggregate of up to approximately $74 million in available financing as of December 31, 2012.
These
14
lines of credit currently mature at various dates through April 2015 and are secured by substantially all our assets. Our ability to renew our lines of credit depends upon various factors,
including the availability of bank loans and commercial credit in general, as well as our financial condition and prospects. Therefore, we cannot guarantee that these credit facilities will continue to be available beyond their current maturities on
reasonable terms or at all. Our inability to renew or replace our credit facilities or find alternative financing would materially adversely affect our business, financial condition, operating results and cash flow. An uncertain or recessed economy
could also adversely impact our customers operations or ability to maintain liquidity, which may negatively impact our business and results of operations.
We anticipate incurring significant expenses in the foreseeable future, which may reduce our ability to achieve or maintain profitability.
To reach our business growth objectives, we may increase our operating and marketing expenses, as well as capital expenditures. To offset
these expenses, we will need to generate additional profitable business. If our revenue grows slower than either we anticipate or our clients projections indicate, or declines, or if our operating and marketing expenses exceed our expectations
or cannot be reduced to an appropriate level, we may not generate sufficient revenue to be profitable or be able to sustain or increase profitability on a quarterly or annual basis in the future. Additionally, if our revenue grows slower than either
we anticipate or our clients projections indicate, we may incur unnecessary or redundant costs and our operating results could be adversely affected.
We have a large investment in fulfillment and computer technology equipment as well as long term building leases. A reduction in our clients ecommerce business or our inability to
increase service fee revenue from new or existing clients could negatively impact our operating results.
We seek to
maintain sufficient capacity in our fulfillment operations and computer technology systems to support growth in our clients business and service those clients during seasonal volume increases. A reduction in our clients business or
our inability to increase service fee revenue from new or existing clients could result in an underutilization in our invested assets. Furthermore, we recently entered into two building leases with lease terms long enough to secure competitive
lease rates, but which require early termination payments in the event we elect to terminate the leases prior to their scheduled expiration, thus limiting our flexibility to reduce fixed capacity in response to reduced revenue.
We operate with significant levels of indebtedness and are required to comply with certain financial and non-financial covenants; we are required
to maintain a minimum level of subordinated loans to our subsidiary Supplies Distributors; and we have guaranteed certain indebtedness and obligations of our subsidiaries.
As of December 31, 2012, our total credit facilities outstanding, including debt, capital lease obligations and our vendor accounts
payable related to financing of Ricoh product inventory, was approximately $34 million. Certain of the credit facilities have maturity dates in calendar year 2014 or beyond, but are classified as current liabilities in our consolidated financial
statements given the underlying nature of the credit facility. We cannot provide assurance that our credit facilities will be renewed by the lending parties. Additionally, these credit facilities include both financial and non-financial covenants,
many of which also include cross default provisions applicable to other agreements. These covenants also restrict our ability to transfer funds among our various subsidiaries, which may adversely affect the ability of our subsidiaries to operate
their businesses or comply with their respective loan covenants. We cannot provide assurance that we will be able to maintain compliance with these covenants. A non-renewal, default under or acceleration of any of our credit facilities could have a
material adverse impact upon our business and financial condition. In addition we have provided $3.5 million of subordinated indebtedness to Supplies Distributors as of December 31, 2012. The maximum level of this subordinated indebtedness to
Supplies Distributors that may be provided without approval from our lenders is $5.0 million. The restrictions on increasing this amount without lender approval may limit our ability to comply with certain loan covenants or further grow and develop
Supplies Distributors business. We have guaranteed most of the indebtedness of Supplies Distributors. Furthermore, we are obligated to repay any over-advance made to Supplies Distributors by its lenders to the extent Supplies Distributors is
unable to do so. We have also guaranteed Retail Connects $3.0 million credit line, as well as certain of its vendor trade payables.
15
We are dependent on our key personnel, and we need to hire and retain skilled personnel to sustain our
business.
Our performance is highly dependent on the continued services of our executive officers and other key
personnel, the loss of any of whom could materially adversely affect our business. In addition, we need to attract and retain other highly-skilled, technical and managerial personnel for whom there is intense competition. We cannot assure you we
will be able to attract and retain the personnel necessary for the continuing growth of our business. Our inability to attract and retain qualified technical and managerial personnel could materially adversely affect our ability to maintain and grow
our business significantly.
We are subject to risks associated with our international operations.
We currently operate a distribution complex in Liège, Belgium with approximately 200,000 square feet, and a distribution center in
Richmond Hill, Ontario, Canada with approximately 34,000 square feet. We also operate a facility in the Philippines with approximately 7,000 square feet to provide technology development and administrative support. We cannot assure you we will be
successful in expanding in these or any additional international markets. In addition to the uncertainty regarding our ability to generate revenue from foreign operations and expand our international presence, there are risks inherent in doing
business internationally, including:
|
|
|
changing regulatory requirements;
|
|
|
|
legal uncertainty regarding foreign laws, tariffs and other trade barriers;
|
|
|
|
potentially adverse tax consequences;
|
|
|
|
foreign currency fluctuations; and
|
Any one or more of these factors could materially adversely affect our business in a number of ways, such as increased costs, operational difficulties and reductions in revenue.
We are uncertain about our need for and the availability of additional funds.
Our future capital needs are difficult to predict. We may require additional capital to take advantage of unanticipated opportunities,
including strategic alliances and acquisitions, and to fund capital expenditures, or to respond to changing business conditions and unanticipated competitive pressures. We may also require additional funds to finance operating losses. Should these
circumstances arise, our existing cash balance and credit facilities may be insufficient and we may need to raise additional funds either by borrowing money or issuing additional equity. We cannot assure you that such resources will be adequate or
available for all of our future financing needs. Our inability to finance our growth, either internally or externally, may limit our growth potential and our ability to execute our business strategy. If we are successful in completing an additional
equity financing, this could result in further dilution to our shareholders ownership or reduce the market value of our common stock.
We may engage in future strategic alliances or acquisitions that could dilute our existing shareholders ownership, cause us to incur
significant expenses or harm our business.
We may review strategic alliance or acquisition opportunities that would
complement our current business or enhance our technological capabilities. Integrating any newly acquired businesses, technologies or services may be expensive and time-consuming. To finance any acquisitions, it may be necessary for us to raise
additional funds through borrowing money or completing public or private financings. Additional funds may not be available on terms that are favorable to us and, in the case of equity financings, may result in dilution to our shareholders
ownership. We may not be able to operate any acquired businesses profitably or otherwise implement our growth strategy successfully. If we are unable to integrate any newly acquired entities or technologies effectively, our operating results could
suffer. Future acquisitions could also result in incremental expenses and the incurrence of debt and contingent liabilities, any of which could harm our operating results. We may also incur costs in connection with potential strategic opportunities
that are not consummated. Although we require potential strategic partners to agree to confidentiality and nondisclosure provisions, the use or disclosure of our confidential or proprietary information by such parties in violation of their
confidentiality and nondisclosure obligations could harm our business.
16
If we fail to maintain an effective system of internal controls, we may not be able to accurately
report our financial results or prevent fraud. As a result, current and potential shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.
Based on the current requirements and our public float, we are not required to comply with the requirements of Section 404 of the
Sarbanes-Oxley Act to obtain a report by our independent auditors opining on the effectiveness of our internal controls over financial reporting. If we fail to correct any issues in the design or operating effectiveness of internal controls over
financial reporting or fail to prevent fraud, current and potential shareholders, customers and clients could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.
Delivery of our and our clients products could be delayed or disrupted by factors beyond our control, and we could lose customers and clients
as a result.
We rely upon third party carriers for timely delivery of our and our clients product shipments. As
a result, we are subject to carrier disruptions and increased costs due to factors that are beyond our control, including employee strikes, inclement weather and increased fuel costs. Any failure to deliver products to our and our clients
customers in a timely and accurate manner may damage our reputation and brand, and could cause us to lose customers and clients. We cannot be sure that our relationships with third party carriers will continue on terms favorable to us, if at all. If
our relationship with any of these third party carriers is terminated or impaired, or if any of these third parties is unable to deliver products, we would be required to use alternative carriers for the shipment of our and our clients
products to customers. We may be unable to engage alternative carriers on a timely basis or on favorable terms, if at all. Potential adverse consequences include:
|
|
|
reduced visibility of order status and package tracking;
|
|
|
|
delays in order processing and product delivery;
|
|
|
|
increased cost of delivery, resulting in reduced margins; and
|
|
|
|
reduced shipment quality, which may result in damaged products and customer dissatisfaction.
|
Our profitability could be adversely affected if the operation of our facilities were interrupted or shut down as the result of a natural disaster.
We operate a majority of our distribution facilities in and around the Memphis, Tennessee area and our headquarters
and call center operations are centered in the Dallas, Texas area. We also maintain facilities in Canada, Europe and the Philippines. Any natural disaster or other serious disruption to our facilities due to fire, tornado, flood or any other cause
would substantially disrupt our operations and would impair our ability to adequately service our customers. In addition, we could incur significantly higher costs during the time it takes for us to reopen or replace any one or more of our
facilities, which may or may not be reimbursed by insurance. As a result, disruption at one or more of our facilities could adversely affect our profitability.
A breach of our eCommerce security measures could reduce demand for our services. Credit card fraud and other fraud could adversely affect our business.
A requirement of the continued growth of eCommerce is the secure transmission of confidential information over public networks. A party
who is able to circumvent our security measures could misappropriate proprietary information or interrupt our operations. Any compromise or elimination of our security could reduce demand for our services.
We may be required to expend significant capital and other resources to protect against security breaches or to address any problem they
may cause. Because our activities involve the storage and transmission of proprietary information, such as credit card numbers, security breaches could damage our reputation, cause us to lose clients, impact our ability to attract new clients and we
could be exposed to litigation and possible liability. Our security measures may not prevent security breaches, and failure to prevent security breaches may disrupt our operations. In certain circumstances, we do not carry insurance against the risk
of credit card fraud and other fraud, so the failure to adequately control fraudulent transactions on either our behalf or our clients behalf could increase our expenses.
17
We may be liable for misappropriation of our customers and our clients customers
personal information.
Data security laws are becoming more stringent in the United States and abroad. Third parties
are engaging in increased cyber-attacks against companies doing business on the Internet and individuals are increasingly subjected to identity and credit card theft on the Internet. If third parties or unauthorized employees are able to penetrate
our network security or otherwise misappropriate our customers or our clients customers personal information or credit card information, or if we give third parties or our employees improper access to customers personal
information or credit card information, we could be subject to liability. This liability could include claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims. This liability could also include
claims for other misuses of personal information, including unauthorized marketing purposes. Liability for misappropriation of this information could decrease our profitability. In such circumstances, we also could be liable for failing to provide
timely notice of a data security breach affecting certain types of personal information. In addition, the Federal Trade Commission and state agencies have brought numerous enforcement actions against Internet companies for alleged deficiencies in
those companies privacy and data security practices, and they may continue to bring such actions. We could incur additional expenses if new regulations regarding the collection, use or storage of personal information are introduced or if
government agencies investigate our privacy or security practices.
We rely on encryption and authentication technology
licensed from third parties to provide the security and authentication necessary to effect secure transmission of sensitive customer information such as customer credit card numbers. Advances in computer capabilities, new discoveries in the field of
cryptography or other events or developments may result in a compromise or breach of the algorithms that we use to protect customer transaction data. If any such compromise of security were to occur, it could subject us to liability, damage our
reputation and diminish the value of our brand-name. A party who is able to circumvent the security measures could misappropriate proprietary information or cause interruptions in operations. We may be required to expend significant capital and
other resources to protect against such security breaches or to alleviate problems caused by such breaches. Our security measures are designed to prevent security breaches, but our failure to prevent such security breaches could subject us to
liability, damage our reputation and diminish the value of our brand-name.
We also may provide non-secured channels for
customers to communicate. Despite the increased security risks, customers may use such channels to send personal information and other sensitive data. In addition, phishing incidents are on the rise. Phishing involves an online
companys customers being tricked into providing their credit card numbers or account information to someone pretending to be the online companys representative. Such incidents have recently given rise to litigation against online
companies for failing to take sufficient steps to police against such activities by third parties, and may discourage customers from using online services.
Specific Risks Related to Our Business Process Outsourcing Business
Our service fee
revenue and gross margin is dependent upon our clients business and transaction volumes and our costs; many of our client service agreements are terminable by the client at will; we may incur financial penalties if we fail to meet contractual
service levels under certain client service agreements.
Our service fee revenue is primarily transaction based and
fluctuates with the volume of transactions or level of sales of the products by our clients for whom we provide transaction management services. If we are unable to retain existing clients or attract new clients, or if we dedicate significant
resources to clients whose business does not generate sufficient revenue or whose products do not generate substantial customer sales, our business may be materially adversely affected. Moreover, our ability to estimate service fee revenue for
future periods is substantially dependent upon our clients and our own projections, the accuracy of which has been, and will continue to be, unpredictable. Therefore, our planning for client activity and targeted goals for service fee revenue
and gross margin may be materially adversely affected by incomplete, delayed or inaccurate projections. In addition, many of our service agreements with our clients are terminable by the client at will. Therefore, we cannot assure you any of our
clients will continue to use our services for any period of time. The loss of a significant amount of service fee revenue due to client terminations could have a material adverse effect on our ability to cover our costs and thus on our
profitability. Many of our client service agreements contain minimum service level requirements and impose financial penalties if we fail to meet such requirements. The imposition of a substantial amount of such penalties could have a material
adverse effect on our business and operations.
18
We may be a party to litigation involving our eCommerce intellectual property rights. If third parties
claim we are infringing their intellectual property rights, we could incur significant litigation costs, be required to pay damages, or change our business or incur licensing expenses.
Third parties have asserted, and may in the future assert, that our business or the technologies we use infringe on their intellectual
property rights. As a result, we may be subject to intellectual property legal proceedings and claims in the ordinary course of business. We cannot predict whether third parties will assert claims of infringement in the future or whether any future
claims will prevent us from offering popular products or services. If we are found to infringe, we may be required to pay monetary damages, which could include treble damages and attorneys fees for any infringement that is found to be willful,
and either be enjoined or required to pay ongoing royalties with respect to any technologies found to infringe. Further, as a result of infringement claims either against us or against those who license technology to us, we may be required, or deem
it advisable, to develop non-infringing technology, which could be costly and time consuming, or enter into costly royalty or licensing agreements. Such royalty or licensing agreements, if required, may be unavailable on terms that are acceptable,
or at all. If a third party successfully asserts an infringement claim against us and we are enjoined or required to pay monetary damages or royalties or we are unable to develop suitable non-infringing alternatives or license the infringed or
similar technology on reasonable terms on a timely basis, our business, results of operations and financial condition could be materially harmed.
We rely on third party providers for a portion of our client services, and we are subject to various risks and liabilities if we are unable to continue our relationship with such providers, such
providers do not provide the third party services or provide them in a manner that does not meet required service levels.
We currently, and may in the future, rely on third party providers to provide a portion of our end-to-end solution service offering. Although our end-to-end solution service clients generally approve in
advance the designation of the third party provider and its provision of the third party services, under the terms of our contracts with our end-to-end solution service clients, we remain liable to provide such third party services and may be liable
for the actions and omissions of such third party providers. In certain instances, our end-to-end solution service clients prepay in advance a portion of the service fees payable in respect of the third party services, and, under certain
circumstances, including our breach or the breach by our third party provider of our or their respective obligations, we are liable to refund all or a portion of such prepaid fees. Consequently, in the event our third party provider fails to provide
the third party services in compliance with required services levels, or otherwise breaches its obligations, or discontinues its business, whether as the result of bankruptcy, insolvency or otherwise, we may be required to provide such services at a
higher cost to us and may otherwise be liable for various costs and expenses related to such event. In addition, any such failure may damage our reputation and otherwise result in a material adverse affect upon our business and financial condition.
We may incur liability for indemnification obligations under our contracts with our clients and business partners which may have a
material adverse effect upon our business, results of operations and financial condition.
We include indemnification
provisions in the contracts we enter into with our clients and business partners. Generally, the provisions require us to defend claims arising out of our infringement of third-party intellectual property rights, breach of contractual obligations
and/or unlawful or otherwise culpable conduct, including breach of data security. The indemnity obligations generally cover damages, costs and attorneys fees arising out of such claims. In many instances, our indemnification obligations to our
clients include the actions or omissions of our third-party service providers. Although we seek to limit our total liability under such provisions to either a portion of the value of the contract or a specified, agreed-upon amount, in some cases our
total liability under such provisions is unlimited. Although in most cases our third party service providers indemnify us for their actions and omissions, such providers may dispute or be unable to satisfy their indemnification obligation to us. In
addition, our indemnification obligation to our clients may be broader in scope, or may be subject to larger limitations of liability, than the indemnification obligation of our third party service providers to us. In most cases, the term of the
indemnity provision is perpetual. If we are required to indemnify a claim in a material amount, or if a series of indemnification claims are in the aggregate a material amount, we may be required to expend significant resources to defend the claims,
which may have a material adverse effect upon our business, results of operations and financial condition.
19
Our business is subject to the risk of customer and supplier concentration.
For 2012, two clients represented approximately 29% of our service fee revenue (excluding pass-through revenue) and 18% of consolidated
revenue. We currently anticipate that both of these clients and other clients will reduce the level of services or terminate their relationship with us so that, unless we are able to increase our service fee revenue from other existing or new
clients or adjust our operating costs, such reduction or termination of services will have a material adverse effect upon our business, results of operation and financial condition.
The majority of our Supplies Distributors product revenue is generated by sales of product purchased under distributor agreements with
Ricoh. These agreements are terminable at will and no assurance can be given that Ricoh will continue the distributor agreements with Supplies Distributors. Supplies Distributors does not have its own sales force and relies upon Ricohs sales
force and product demand generation activities for its sale of Ricoh product. As a result of certain operational restructuring of its business, Ricoh has implemented, and will continue to implement, certain changes in the sale and distribution of
Ricoh products. The changes have resulted, and are expected to continue to result, in reduced revenues and profitability for Supplies Distributors in 2012 and 2013. Further reduction in the Ricoh business may have a material adverse effect on
Supplies Distributors business and our overall financial condition.
Sales by Supplies Distributors to two customers in
the aggregate accounted for approximately 27% of Supplies Distributors total product revenue for the year ended December 31, 2012 and 11% of consolidated net revenue. The loss of one or both of such customers, or non-payment of any
material amount by these or any other customer, would have a material adverse effect upon Supplies Distributors business, results of operations and financial condition.
Our operating results are materially impacted by our client mix and the seasonality of their business.
Our business is materially impacted by our client mix and the seasonality of their business. Based upon our current client mix and their current projected business volumes, we anticipate our run rate
service fee revenue business activity will be at its highest in the fourth quarter of our fiscal year. We are unable to predict how the seasonality of future clients business may affect our quarterly revenue and whether the seasonality may
change due to modifications to a clients business. As such, we believe results of operations for a quarterly period may not be indicative of the results for any other quarter or for the full year.
Our systems may not accommodate significant growth in our number of clients.
Our success depends on our ability to handle a large number of transactions for many different clients in various product categories. We
expect the volume of transactions will increase significantly as we expand our operations. In addition, client marketing programs, such as secret sales or flash sales often result in significant short-term spikes in
transaction volumes. When this occurs, additional stress is placed upon our network hardware and software and our ability to efficiently manage our operations, and we cannot assure you of our ability to efficiently manage a large number of
transactions. If we are not able to maintain an appropriate level of operating performance, we may be in breach of our client contractual obligations, develop a negative reputation, and impair existing and prospective client relationships and our
business would be materially adversely affected.
We may not be able to recover all or a portion of our start-up costs associated with
one or more of our clients.
We generally incur start-up costs in connection with the planning and implementation of
business process solutions for our clients. Although we generally attempt to recover these costs from the client in the early stages of the client relationship, or upon contract termination if the client terminates without cause prior to full
amortization of these costs, there is a risk that the client contract may not fully cover the start-up costs or that the client will terminate the contract for cause and withhold payment of any unamortized start-up costs. To the extent start-up
costs exceed the start-up fees received, certain excess costs will be expensed as incurred. Additionally, in connection with new client contracts we generally incur capital expenditures associated with assets whose primary use is related to the
client solution. There is a risk that the contract may end before expected and we may not recover the full amount of our capital costs.
20
Our revenue and margins may be materially impacted by client transaction volumes that differ from
client projections and business assumptions.
Our pricing for client transaction services, such as call center and
fulfillment, is often based upon volume projections and business assumptions provided by the client and our anticipated costs to perform such work. In the event the actual level of activity or cost is substantially different from the projections or
assumptions, we may have insufficient or excess staffing, incremental costs or other assets dedicated for such client that may negatively impact our margins and business relationship with such client. In the event we are unable to meet the service
levels expected by the client, our relationship with the client will suffer and may result in financial penalties and/or the termination of the client contract.
We face competition from many sources that could adversely affect our business; growth in our clients ecommerce business may make it more efficient for the client to perform our services
themselves.
Many companies offer, on an individual basis, one or more of the same services we do, and we face
competition from many different sources depending upon the type and range of services requested by a potential client. Our competitors include vertical outsourcers, which are companies that offer a single function, such as call centers, public
warehouses or credit card processors. We compete against transportation logistics providers who offer product management functions as an ancillary service to their primary transportation services. We also compete against other business process
outsourcing providers, who perform many similar services as us. Many of these companies have greater capabilities than we do for the single or multiple functions they provide. In many instances, our competition is the in-house operations of
potential clients themselves. The in-house operations of potential clients often believe they can perform the same services we do, while others are reluctant to outsource business functions that involve direct customer contact. We cannot be certain
we will be able to compete successfully against these or other competitors in the future.
In addition, growth in our
clients ecommerce businesses may cause a client to consider making the necessary investments to process their ecommerce operations in-house. In such event, unless we can provide a more cost-effective solution to the client, the client may
choose to terminate our services. There is no assurance that we will be able to provide a more cost-effective solution, or that any such solution will not reduce our profitability or be accepted by the client.
Our sales and implementation cycles are highly variable and our ability to finalize pending contracts may cause our operating results to vary
widely.
The sales cycle for our services is variable, typically ranging between several months to up to a year or
longer from initial contact with the potential client to the signing of a contract. Occasionally the sales cycle requires substantially more time. Delays in signing and executing client contracts may affect our revenue and cause our operating
results to vary widely. A potential clients decision to purchase our services is discretionary, involves a significant commitment of the clients resources and is influenced by intense internal and external pricing and operating
comparisons. To successfully sell our services, we generally must educate our potential clients regarding the use and benefit of our services, which can require significant time and resources. Consequently, the period between initial contact and the
purchase of our services is often long and subject to delays associated with the lengthy approval and competitive evaluation processes that typically accompany significant operational decisions. Additionally, the time required to finalize pending
contracts and to implement our systems and integrate a new client can range from several weeks to many months. Delays in signing and integrating new clients may affect our revenue and cause our operating results to vary widely.
Our business could be adversely affected by a systems or equipment failure, whether ours or our clients.
Our operations are dependent upon our ability to protect our distribution facilities, customer service centers, computer and
telecommunications equipment and software systems against damage and failures. Damage or failures could result from fire, power loss, equipment malfunctions, system failures, natural disasters and other causes. If our business is interrupted either
from accidents or the intentional acts of others, our business could be materially adversely affected. In addition, in the event of widespread damage or failures at our facilities, our short-term disaster recovery and contingency plans and insurance
coverage may not be sufficient.
21
Our clients businesses may also be harmed from any system or equipment failures we
experience. In that event, our relationship with these clients may be adversely affected, we may lose these clients, our ability to attract new clients may be adversely affected and we could be exposed to liability.
Interruptions could also result from the intentional acts of others, like hackers. If our systems are penetrated by computer hackers, or
if computer viruses infect our systems, our computers could fail or proprietary information could be misappropriated.
If our
clients suffer similar interruptions in their operations, for any of the reasons discussed above or for others, our business could also be adversely affected. Many of our clients computer systems interface with our systems. If our clients
suffer interruptions in their systems, the link to our systems could be severed and sales of the clients products could be slowed or stopped.
Risks Related to the Business Process Outsourcing Industry
If the trend toward
outsourcing does not continue, our business could be adversely affected.
Our business could be materially adversely
affected if the trend toward outsourcing declines or reverses, or if corporations bring previously outsourced functions back in-house. Particularly during general economic downturns, businesses may bring in-house previously outsourced functions to
avoid or delay layoffs.
Our market is subject to rapid technological change and to compete we must continually enhance our systems to
comply with evolving standards.
To remain competitive, we must continue to enhance and improve the responsiveness,
functionality and features of our services and the underlying network infrastructure. If we are unable to adapt to changing market conditions, client requirements or emerging industry standards, our business could be adversely affected. The internet
and eCommerce environments are characterized by rapid technological change, changes in user requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and
practices that could render our technology and systems obsolete. Our success will depend, in part, on our ability to both internally develop and license leading technologies to enhance our existing services and develop new services. We must continue
to address the increasingly sophisticated and varied needs of our clients and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. The development of proprietary technology involves
significant technical and business risks. We may fail to develop new technologies effectively or to adapt our proprietary technology and systems to client requirements or emerging industry standards.
Risks Related to Our Stock
The
market price of our common stock may be volatile. You may not be able to sell your shares at or above the price at which you purchased such shares.
The trading price of our common stock may be subject to wide fluctuations in response to quarter-to-quarter fluctuations in operating results, announcements of material adverse events, general conditions
in our industry or the public marketplace and other events or factors, including the thin trading of our common stock. In addition, stock markets have experienced extreme price and trading volume volatility in recent years. This volatility has had a
substantial effect on the market prices of securities of many technology related companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price
of our common stock. In addition, if our operating results differ from our announced guidance or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.
22
Our stock price could decline if a significant number of shares become available for sale.
As of December 31, 2012, we have an aggregate of 2.1 million stock options outstanding to employees,
directors and others with a weighted average exercise price of $4.55 per share. The shares of common stock that may be issued upon exercise of these options may be resold into the public market. Sales of substantial amounts of common stock in the
public market as a result of the exercise of these options, or the perception that future sales of these shares could occur, could reduce the market price of our common stock and make it more difficult to sell equity securities in the future.
Our certificate of incorporation, our bylaws, our shareholder rights plan and Delaware law make it difficult for a third party to
acquire us, despite the possible benefit to our shareholders.
Provisions of our certificate of incorporation, our
bylaws, our shareholder rights plan and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our shareholders. For example, our certificate of incorporation provides for a classified
board of directors, meaning that only approximately one-third of our directors may be subject to re-election at each annual shareholder meeting. Our certificate of incorporation also permits our Board of Directors to issue one or more series of
preferred stock, which may have rights and preferences superior to those of the common stock. The ability to issue preferred stock could have the effect of delaying or preventing a third party from acquiring us. We have also adopted a shareholder
rights plan. These provisions could discourage takeover attempts and could materially adversely affect the price of our stock. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the
Delaware General Corporation Law, which may prohibit large shareholders from consummating a merger with, or acquisition of us. These provisions may prevent a merger or acquisition that would be attractive to shareholders and could limit the price
investors would be willing to pay in the future for our common stock.
There are limitations on the liabilities of our directors and
executive officers.
Pursuant to our bylaws and under Delaware law, our directors are not liable to us or our
shareholders for monetary damages for breach of fiduciary duty, except for liability for breach of a directors duty of loyalty, acts or omissions by a director not in good faith or which involve intentional misconduct or a knowing violation of
law, or any transaction in which a director has derived an improper personal benefit.