PFSweb Announces Timing Update for Late Form 10-Q Filings, Reiterates Previously Stated Outlook for PFS Business
10 Novembre 2021 - 2:07AM
PFSweb, Inc. (NASDAQ: PFSW), a global commerce services company, is
providing an update on the timing of the delayed filing of its Form
10-Q for the period ended June 30, 2021 (the “June 10-Q”), as well
as expected timing for its Form 10-Q for the period ended September
30, 2021 (the “September 10-Q”) due November 9, 2021. The June 10-Q
filing has been delayed and the September 10-Q will be delayed due
to additional time and work needed to meet the SEC reporting and
accounting requirements for its LiveArea divestiture, completed
August 25, 2021, as a discontinued operation and other related
financial reporting requirements associated with such divestiture,
including, but not limited to, segmentation of previously
commingled business entities, tax analysis for all geographies, and
analysis of transaction accounting treatment.
PFSweb recognizes the importance to its investors and other
stakeholders to become compliant with its SEC reporting obligations
as soon as possible, and the company continues to work diligently
to complete its SEC reporting and accounting obligations.
PFSweb has been in communications with the NASDAQ Stock Market,
and on November 9, 2021 received a notice from NASDAQ notifying the
company that, because its September 2021 Form 10-Q has not been
filed with the Securities and Exchange Commission (“SEC”) by the
required due date of November 9, 2021, the company therefore
continues to not be in compliance with the periodic filing
requirements for continued listing set forth in Nasdaq Listing Rule
5250(c)(1) and must submit an updated plan to regain compliance
with respect to both its delinquent SEC filings. The notice
received from NASDAQ has no immediate effect on the listing or
trading of the company's shares. Today, the company submitted to
NASDAQ its updated plan to regain compliance. If NASDAQ accepts the
company's plan, then NASDAQ may grant the company up to 180 days
from the June 2021 10-Q due date, or February 7, 2022, to file both
the June 2021 Form 10-Q and September 2021 10-Q. The company
currently expects to file both 10-Qs in advance of February 7,
2022.
PFSweb is reiterating its previously stated 2021 service fee
revenue growth target for the PFS business. The company still
expects the PFS business to generate 5% to 10% service fee revenue
growth in 2021 compared to 2020. As a percentage of service fee
revenue, PFS’s pro forma standalone full year 2021 adjusted EBITDA
margin is expected to be within the range of 8% to 10%.
As announced on July 6, 2021, the company has engaged Raymond
James to lead the exploration of a full range of strategic
alternatives for PFS. This exploration process remains underway.
PFSweb has not established a timeline for completion of this
strategic review process, and the company does not intend to
comment further regarding the review process unless or until a
specific transaction materializes, the review process is concluded,
or it has otherwise determined that further disclosure is
appropriate or required by law. The company provides no assurance
that the strategic review process will result in any
transaction.
Forward-Looking StatementsThe matters discussed
herein includes forward-looking information under the Private
Securities Litigation Reform Act of 1995 and is subject to and
involves risks and uncertainties, which could cause actual results
to differ materially from the forward-looking information. These
forward-looking statements involve risks and uncertainties and may
include assumptions as to how we may perform in the future. The
company’s Annual Report on Form 10-K, as amended, for the year
ended December 31, 2020 and any subsequent amendments or quarterly
reports on Form 10-Q identify certain factors that could cause
actual results to differ materially from those projected in any
forward looking statements made and investors are advised to review
the periodic reports of the company and the Risk Factors described
therein. The Company undertakes no obligation to update publicly
any forward-looking statement for any reason, even if new
information becomes available or other events occur in the future.
There may be additional risks that we do not currently view as
material or that are not presently known.
Non-GAAP Financial MeasuresThis news release
contains a non-GAAP measurement, specifically including the
percentage estimated pro forma standalone adjusted EBITDA for the
PFS segment as compared to PFS’s service fee revenue.
Adjusted EBITDA represents earnings (or losses) before interest,
income taxes, depreciation, and amortization and also eliminates
the effect of stock-based compensation, as well as
acquisition-related, restructuring, and other costs (including
certain client related bankruptcy costs). The PFS pro forma
standalone Adjusted EBITDA further eliminates on a pro forma basis
the estimated costs that would be eliminated if the PFS segment
operated on a standalone basis without certain corporate overhead
and public company costs.
PFS believes this non-GAAP measure provides useful information
to both management and investors by focusing on certain operational
metrics and excluding certain expenses in order to present its core
operating performance and results. These measures should be
considered in addition to results prepared in accordance with GAAP,
but should not be considered a substitute for, or superior to, GAAP
results.
About PFSPFS, the business unit of PFSweb, Inc.
(NASDAQ: PFSW) is a premier eCommerce order fulfillment provider.
We facilitate each operational step of an eCommerce order in
support of DTC and B2B retail brands and specialize in health &
beauty, fashion & apparel, jewelry, and consumer packaged
goods. Our scalable solutions support customized pick/pack/ship
services that deliver on brand ethos with each order. A proven
order management platform, as well as high-touch customer care,
reinforce our operation. With 20+ years as an industry leader, PFS
is the BPO of choice for brand-centric companies and household
brand names, such as L’Oréal USA, Champion, Pandora, Shiseido
Americas, Kendra Scott, the United States Mint, and many more. The
company is headquartered in Allen, TX with additional locations
around the globe. For more information, visit www.pfscommerce.com
or ir.pfsweb.com for investor information.
Investor Relations:Cody Slach and Jackie
KeshnerGateway Investor
Relations1-949-574-3860PFSW@gatewayir.com
Pfsweb (NASDAQ:PFSW)
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