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September 2012 ® 2012 PFSweb, Inc. │ www.pfsweb.com PFSweb Mark Layton, CEO Tom Madden, CFO Financial Market Roadshow Presentation
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Page 1: PFSWeb Inc. Financial Market Roadshow Presentation

September 2012

® 2012 PFSweb, Inc. │ www.pfsweb.com

PFSweb Mark Layton, CEO

Tom Madden, CFO Financial Market Roadshow Presentation

Page 2: PFSWeb Inc. Financial Market Roadshow Presentation

2

SAFE HARBOR

The matters discussed in this presentation, particularly information regarding future revenue, earnings, business plans and goals, consist of forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor created by these sections and involve risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. Such statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and the Company's future performance are both subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially. The Company undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking information contained herein is subject to the risk factors and uncertainties described in the Company’s filings with the Securities and Exchange Commission, which risk factors and uncertainties are incorporated by reference as though fully set forth herein.

This presentation contains certain non-GAAP measures including Service Fee Equivalent Revenue, Non-GAAP Net Income (Loss), EBITDA, Adjusted EBITDA and Free Cash Flow. Service Fee Equivalent Revenue represents service fee revenue plus the gross profit earned on product revenue. Non-GAAP Net Income (Loss) represents net income (loss) calculated in accordance with U.S. GAAP as adjusted for income (loss) from discontinued operations, the impact of non-cash stock-based compensation expense, executive disability benefits, move related expenses and lease termination costs. EBITDA represents net income (loss) before income (loss) from discontinued operations, interest, taxes, depreciation and amortization. Adjusted EBITDA further eliminates the effect of stock-based compensation expense, executive disability benefits, move related expenses and lease termination costs. Free Cash Flow is defined as net cash provided by (used in) continuing operating activities less capital expenditures. Service Fee Equivalent Revenue, Non-GAAP Net Income (Loss), EBITDA, Adjusted EBITDA and Free Cash Flow are used by management, analysts, investors and other interested parties in evaluating our operating performance compared to that of other companies in our industry, as the calculation of Non-GAAP Net Income (Loss) eliminates income (loss) from discontinued operations, the effect of stock-based compensation, executive disability benefits, move related expenses and lease termination costs and EBITDA and Adjusted EBITDA further eliminates the effect of financing, income taxes and the accounting effects of capital spending and Free Cash Flow which accounts for operating cash flow less cash paid for fixed assets, including capitalized software development, which items may vary from different companies for reasons unrelated to overall operating performance. Service Fee Equivalent Revenue allows client contracts with similar operational support models but different financial models to be combined as if all contracts were being operated on a service fee revenue basis. The non-GAAP measures are not intended to be considered in isolation of, as a substitute for or superior to our GAAP financial information. We have included reconciliations later in this presentation of the non-GAAP measures to the nearest GAAP measure.

Page 3: PFSWeb Inc. Financial Market Roadshow Presentation

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OVERVIEW

Company: PFSweb, Inc.

Symbol / Exchange: PFSW / NASDAQ

Share Price: $2.56*

Shares Outstanding:

12.8 million*

Market Cap: $33 million *

*As of August 28, 2012

Page 4: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. About

Page 5: PFSWeb Inc. Financial Market Roadshow Presentation

5

ABOUT PFSweb

WEB COMMERCE TECHNOLOGY & SERVICES PROVIDER TO THE WORLD’S LEADING BRANDS

Founded 1994

Headquartered in Texas

1,600 Global Staff

Servicing > 65 Iconic Brand Client Programs

2011 Service Fee Equiv. Revenue - $107M @ 27% GP

5

Page 6: PFSWeb Inc. Financial Market Roadshow Presentation

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PFSweb’s EVOLVING TECHNOLOGY & SERVICES OFFERING

eCommerce Technology Robust Platform. Powerful Tools. Fully Integrated

Order Management Oracle JD Edwards. Secure. Multi-Channel Integrations

Interactive Marketing Attract Shoppers. Convert Buyers. Nurture Loyalty

Financial Services PCI Compliant. Fraud Prevention. International

Customer Care Brand Centric. Web Enabled. Multi-Lingual

Global Logistics & Fulfillment Scalable. Premium Packaging. Highly Customized

Content Management (TBA)

PIM. Product Photography. Data Synchronization

An

alyt

ics

Page 7: PFSWeb Inc. Financial Market Roadshow Presentation

7

KEY BUILDING BLOCKS OF OUR TECHNOLOGY & SERVICES SOLUTION

6 Global Distribution Centers

>1M ft2 of fulfillment capacity

Highly Automated

8M Annual Customer Shipments

5 Global Customer Care Centers

900 Global Call Center Seats

Voice, Chat, email

2.5M+ Annual Customer Contacts

Oracle/JDE ERP

IBM Power 7 Series Servers

PFSweb Technology ECO System

High Availability & Scalable

SSAE-16 SOC 1 , PCI Level 1 v1.2

1600 Global Personnel

> 250 Client Facing Professionals

>130 eCommerce Developers

>75 Client Mgmt.

PROFESSIONALS CUSTOMER CARE TECHNOLOGY LOGISTICS

Page 8: PFSWeb Inc. Financial Market Roadshow Presentation
Page 9: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. Why do Iconic Brands Choose PFSweb?

Page 10: PFSWeb Inc. Financial Market Roadshow Presentation

The Massive & Evolving Universe of Commerce??

Page 11: PFSWeb Inc. Financial Market Roadshow Presentation

Universe of

Commerce

SCE & Affiliate

Flash Sale Sites

Daily Deal Sites

Publisher Deals

Secondary Markets

Page 12: PFSWeb Inc. Financial Market Roadshow Presentation

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PFSweb PROVIDES A FULLY INTEGRATED TECHNOLOGY ECOSYSTEM OF >100 “BEST IN CLASS” PROVIDERS INCLUDING:

eCommerce Technology

Order Management

Interactive Marketing

Financial Services

Customer Care

Logistics & Fulfillment

Our goal is to provide best-in-class capabilities across the entire technology stack. We achieve this by building and constantly reshaping a pre-integrated ecosystem that combines PFSweb proprietary systems with leading technology providers to deliver a comprehensive fully working commerce solution unmatched by our competitors.

JD EDWARDS WORLD

JD EDWARDS WORLD

Page 13: PFSWeb Inc. Financial Market Roadshow Presentation

13

DEMANDWARE STRATEGIC PARTNERSHIP

Partnership formed in 2007 – First client launched in 2008

Industry’s only enterprise class Software-as-a-Service platform

Tightly integrated with PFSweb Oracle JD Edwards ERP system

Brand customized customer service suite application (CSS)

PFSweb is the Largest Integrator of Demandware technology in the world, providing a wealth of highly experienced technology development and support professionals

Page 14: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. Who are your clients?

Page 15: PFSWeb Inc. Financial Market Roadshow Presentation

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CLIENT PORTFOLIO – CURRENTLY SERVING >65 ICONIC BRAND PROGRAMS

Page 16: PFSWeb Inc. Financial Market Roadshow Presentation

16

As a previous client, L’Oréal USA came back to PFSweb looking for a solution that could leverage shared infrastructure and technology. Under a master agreement signed in 2010 L’Oréal USA chose PFSweb to service several of their brands with a full range of back-end solutions. These include customer care, financial services, product merchandising and order fulfillment.

CLIENT SPOTLIGHT: L’Oréal USA

16

Page 17: PFSWeb Inc. Financial Market Roadshow Presentation

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CLIENT SPOTLIGHT: Fifth & Pacific Companies

In 2008, PFSweb was awarded an enterprise-wide contract with Fifth & Pacific Companies to support their online brands. PFSweb provides all brands in their portfolio with an End2End solution. These brands include Lucky Brand Jeans, Juicy Couture, Kate Spade and Jack Spade.

Page 18: PFSWeb Inc. Financial Market Roadshow Presentation

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The P&G eStore solution is a unique model which was custom-built for P&G’s unique business needs. Launched in 2010, PFSweb purchases product directly from P&G via a subsidiary and then resells the product on the eStore website. Within the solution, PFSweb provides an End2End eCommerce solution to handles all facets of the operation. P&G initiated the eStore concept and collaborates with PFSweb for test concepts and programs. These valuable ideas and insights are passed back to P&G for future use.

CLIENT SPOTLIGHT: P&G eStore

18

Page 19: PFSWeb Inc. Financial Market Roadshow Presentation

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CLIENT SPOTLIGHT: LEGO Brand Retail

Since 2007, PFSweb has provided order fulfillment, advanced material handling systems and flexible warehouse management systems for LEGO’s online store. PFSweb also supports inventory replenishment for the 58 LEGO-brand retail stores all over the country. PFSweb’s story with LEGO is one of rapid growth as they reached their 5 year growth projection within the first peak season with PFSweb. The solution responds to dramatic seasonal spikes while maintaining above average industry standard order fulfillment performance. This helped LEGO achieve the 2012 Internet Retailer Hot 100 list.

19

Page 20: PFSWeb Inc. Financial Market Roadshow Presentation

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STRONG NEW BUSINESS PIPELINE OF OVER $50M IN ANNUAL SERVICE FEES

Sept. 2011

Aug. 2011

Mar. 2012

Feb. 2012

Sept. 2011

July 2012

Sept. 2011

Page 21: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. What is driving growth?

Page 22: PFSWeb Inc. Financial Market Roadshow Presentation

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FOUR YEAR STRATEGIC GROWTH

We see growth opportunity through several strategic initiatives

YOY Growth Rates of Web Retailers (2010-2011)

28%

40%

29%

20%

7%

Web retailers overall

Manufacturer D2C

Multichannel (stores)

Pure play eCommerce

Multichannel (catalog)

Source: Forrester Research - The State of Retailing Online 2011: Key Metrics

• Strong web commerce macro-Industry growth in both domestic and international markets, particularly in manufacturer direct to consumer initiatives

• Organic growth from existing clients as well as new client additions particularly in our targeted industry segments of CPG & Fashion

• Bringing to market new Omni Channel commerce technology initiatives (iCommerce™)

• Broadening our range of services to drive higher margins and longer client life cycles

• Global expansion

Page 23: PFSWeb Inc. Financial Market Roadshow Presentation

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THE WEB COMMERCE MARKET IS CONTINUING TO RAPIDLY EXPAND

$177.2 $201.9

$226.3

$252.5

$278.2

$303.9 $327.1

$0.0

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2010 2011 2012 2013 2014 2015 2016

U.S

. b

illio

ns

($)

% change 14% 14% 12% 12% 10% 9% 8%

% of total retail sales

6% 7% 7% 8% 8% 8% 9%

Source: Forrester Online Retail Forecast, 2012 to 2016 (US)

U.S. Online Retail Forecast European Online Retail Forecast

12% Growth

Source: Forrester Research Online Retail Forecast, 2011 To 2016 (Western Europe)

€ 83.4 € 96.7

€ 110.8

€ 125.5

€ 140.4

€ 155.9

€ 172.0

€ 0.0

€ 50.0

€ 100.0

€ 150.0

€ 200.0

2010 2011 2012 2013 2014 2015 2016

Bill

ion

s (€

)

Page 24: PFSWeb Inc. Financial Market Roadshow Presentation

24

eCo

mm

erce

Mar

ket

Pen

etra

tio

n

eCommerce Market Size

High

Low Small Large

Growth eCommerce Markets

Mature eCommerce Markets

Music

Sporting Goods

Fashion & Apparel

Fashion & Apparel

Travel & Entertainment

Books

Technology

Consumer Products (CPG)

Consumer Products (CPG)

10% or less

20% or more

Source: Craig-Hallum Capital Group LLC 2010 – For Illustrative Purposes Only

SIGNIFICANT GROWTH POTENTIAL FROM LARGE, NEWLY ADOPTING INDUSTRIES

Page 25: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. How will PFSweb evolve?

Page 26: PFSWeb Inc. Financial Market Roadshow Presentation

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PFSweb’s STRATEGY FOR THE FUTURE

iCommerce™ Hub

Digital Commerce & Order Mgmt.

Affiliate/Partner connections

Payment/Commission Engine

Network Dashboard

iCommerce™ Agency

Omni Channel Strategy

Digital Marketing Services

Custom Development

Operational Stewardship

iCommerce™ Operations Network

PFSweb Centers of Excellence

Client Operations

Network Providers

PFSweb aspires to be the premier global facilitator of digital and physical commerce transactions for the

World’s Leading Brands by providing strategic technology solutions that enable synergy and growth across all commerce channels.

Page 27: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. Who is PFSweb’s competition?

Page 28: PFSWeb Inc. Financial Market Roadshow Presentation

Competitive Market Overview • Compete & Cooperate • Integrate & Innovate • Develop & Deliver

Delivering Best of Class Complete Commerce Solutions is our goal

Page 29: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. Financial Overview

Page 30: PFSWeb Inc. Financial Market Roadshow Presentation

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Strong Service Fee Revenue Growth • CY 11 Service Fee Revenue up 35% • YTD June 12 Service Fee Revenue up 42% • Targeting Growth of 20% for CY12

RECENT DEVELOPMENTS

Improving Adjusted EBITDA results • CY 11 $6.1M

Q4 11 $3.9M (Record Quarter) • YTD June 12 Adjusted EBITDA $5.4M, up 253% • CY 12 Target of $9M to $11M

Exciting new business pipeline • Over $50M pipeline • CPG and Fashion Direct to Consumer (DTC) trend strong

30

Page 31: PFSWeb Inc. Financial Market Roadshow Presentation

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PFSweb CORPORATE SEGMENT OVERVIEW

Infrastructure Services (TARGET OF 25-30% GP)

eCOMMERCE TECHNOLOGY

ORDER / WAREHOUSE

MANAGEMENT

HIGH TOUCH CUSTOMER CARE

GLOBAL FULFILLMENT &

LOGISTICS

FINANCIAL SERVICES

Professional Services (TARGET OF 40-50% GP)

TECHNOLOGY

INTEGRATION/DEVELOPMENT

WEB SITE EXPERENTIAL DESIGN

WEB MARKETING

WEB ANALYTICS

USER EXPERIENCE RESEARCH

CONSUMER ANALYTICS

Direct to Consumer (TARGET OF 15-30% GP)

eSTORE RETAIL SERVICES

PROCUREMENT MERCHANDISING PRICING PROGRAM MGT.

Business to Business (TARGET OF 6-8% GP)

RICOH INFOPRINT SOLUTIONS

(Supplies Distributors)

PFSweb Services Merchandise Sales $1,580M(A)

GAAP Revenue $95M(A) Service Fee Equivalent Revenue $95M(A)

PFSweb Business & Retail Connect Merchandise Sales $162M(A)

GAAP Revenue $162M(A) Service Fee Equivalent Revenue $12M(A)(B)

PFS

we

b In

c.

Ente

rpri

se S

ale

s &

Mar

keti

ng

& C

lien

t Se

rvic

es

(A) 2011 Actual Results (B) Represents gross profit earned on product revenue

Page 32: PFSWeb Inc. Financial Market Roadshow Presentation

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HISTORIC FINANCIAL OVERVIEW ($ IN MILLIONS)

(A) Excludes Pass-through revenue

$-

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

CY09CY10

CY11

$58.6 $70.6 $95.4

$183.0 $174.6 $162.4

Revenue (A)

Service Fee Revenue Product Revenue

$-

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

CY09CY10

CY11

$72.8 $82.8

$107.1

Service Fee Equivalent Revenue (A)

$-

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

CY09CY10

CY11

$3.5

$5.5 $6.1

Adjusted EBITDA

$241.6 $245.2 $257.8

Page 33: PFSWeb Inc. Financial Market Roadshow Presentation

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STRONG RESULTS FOR FIRST 6 MONTHS OF 2012 ($ IN MILLIONS)

(A) Excludes Pass-through revenue

$-

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

YTD June'11 YTD June

'12

$39.9 $56.8

Revenue (A)

Service Fee Revenue Product Revenue

$124.0 $121.1

$-

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

YTD June '11YTD June '12

$46.1

$61.8

Service Fee Equivalent Revenue (A)

$-

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

YTD June '11YTD June '12

$1.5

$5.4

Adjusted EBITDA

$84.1 $64.3

Page 34: PFSWeb Inc. Financial Market Roadshow Presentation

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CY 2012 Overview

• Signed contracts recently implemented and contracts signed but not yet implemented targeted to contribute incremental service fee revenue.

• Certain incremental SG&A investments in personnel, facilities, sales & marketing and technology being made to support projected current and long-term growth.

• Substantial leverage ability allows for expanding Adjusted EBITDA margins as we grow.

• Service Fee Equivalent Revenue Growth 20%

• Adjusted EBITDA $9M to $11M

MULTIPLE DRIVERS FOR GROWTH

CY 2012 Targets

Page 35: PFSWeb Inc. Financial Market Roadshow Presentation

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SELECTED CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS)

Assets:

Liabilities:

Shareholders’ Equity:

Cash & Restricted Cash

Accounts Receivable

Inventories

Property & Equipment, Net

Other

Total Assets

Accounts Payable

Accrued Expenses/L-T Liabilities

Debt

Total Liabilities

$18,522

52,679

30,487

14,945

19,739

$136,372

$48,544

32,232

27,522

$108,298

$28,074

$17,835

39,172

27,060

25,574

15,370

$125,011

$35,658

37,071

25,480

$98,209

$26,802

December 31, 2011

June 30, 2012

Page 36: PFSWeb Inc. Financial Market Roadshow Presentation

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ILLUSTRATIVE FINANCIAL MODEL ($ IN 000’S)

Service Fee Revenue (Consumer Direct & Digital Connect) (2) $95,345 $175,000 $250,000 Product Revenue (Retail & Business Connect) 162,447 120,000 110,000 Total Revenue (GAAP) (2) $257,792 $295,000 $360,000

Service Fee Revenue $95,345 $175,000 $250,000 Gross Margin on Product Revenue 11,709 (3) 7,000 6,000 Service Fee Equivalent (“SFE”) Revenue (Non-GAAP) $107,054 $182,000 $256,000

Client Direct Operating Costs (Excluding D & A) (4) $72,810 $127,000 $179,000

Client Contribution $34,244 $55,000 $77,000

SG&A, excluding D & A, as adjusted (4) 28,159 $35,000 44,000

Adjusted EBITDA $6,085 $20,000 $33,000

Adjusted EBITDA Margin % of Service Fee Equivalent Revenue 6% 11% 13%

Run-Rate(1) Potential Financial Model

1. Based on CY 2011 financial results 2. Excludes Pass-through revenue 3. Product revenue of $162,447 less cost of product revenues of $150,738 results in gross profit of $11,709, or 7.2% of product revenue 4. Excluding depreciation and amortization, stock compensation and relocation related costs

Page 37: PFSWeb Inc. Financial Market Roadshow Presentation

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AN EXPERIENCED TEAM OF WEB COMMERCE PIONEERS LEAD OUR COMPANY

Mike Willoughby President

13 years of service

World Class Experience, Expertise, Passion

Cindy Almond VP 21 years of service

Liz Johnson VP 12 years of service

Dave Reese VP 13 years of service

Scott Talley VP 20 years of service

Lawrence Lubrano VP 12 years of service

Martijn Duynstee VP Europe

12 years of service

Gib Dawson VP 13 years of service

Tom Madden

CFO

19 years of service

Mark Fuentes VP 7 years of service

Mark Layton CEO

23 years of service

Michael Wright VP 12 years of service

Page 38: PFSWeb Inc. Financial Market Roadshow Presentation

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Global Commerce Leader • One of two full-service eCommerce solution providers offering an end-to-end solution

PFSweb PRESENTS A COMPELLING INVESTMENT OPPORTUNITY

Significant Barriers to Entry • Millions of hours to develop • $100M+ to replace • Global reach

Strong Growth Potential • Online DTC sales of manufacturers consumer products will drive next wave of growth • Significant growth potential from large, newly adopting industries

Iconic Brands validate the value of our services offering • Long-term contracts with recurring revenue streams • Relationship developed over years of service

Sound financial position • Approximately $18 million in cash and restricted cash as of June 2012

Highly Attractive Overall Financial model • Significant growth opportunities + improving margin mix + operating leverage = dramatically improving EBITDA potential

Page 39: PFSWeb Inc. Financial Market Roadshow Presentation

Thank you for your time!

Page 40: PFSWeb Inc. Financial Market Roadshow Presentation

PFSweb, Inc. Financial Exhibits

Page 41: PFSWeb Inc. Financial Market Roadshow Presentation

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ANNUAL EBITDA AND NON-GAAP NET INCOME (LOSS) RECONCILIATION FROM GAAP RESULTS

2011 2012

2009 2010 March June Sept Dec 2011 March June YTD

Cons Cons Cons Cons Cons Cons Cons Cons Cons Cons

Net Income (Loss) (4.6)$ (7.4)$ (2.3)$ (1.2)$ (1.8)$ 0.8$ (4.6)$ (1.3)$ (0.5)$ (1.8)$

(Income) loss from discontinued operations, net of tax (0.3) 4.0 0.6 - - 0.3 0.9 - - -

Income tax expense 0.3 0.5 0.1 0.1 0.1 0.1 0.4 0.1 0.2 0.3

Interest expense 1.2 0.9 0.2 0.3 0.3 0.3 1.1 0.3 0.2 0.5

Depreciation and amortization 6.5 6.1 1.5 1.5 1.5 1.8 6.3 2.1 2.2 4.3

EBITDA 3.1$ 4.1$ 0.1$ 0.7$ 0.1$ 3.3$ 4.1$ 1.2$ 2.1$ 3.3$

Stock-based compensation 0.4 0.8 0.3 0.4 0.3 0.3 1.4 0.3 0.4 0.7

Executive disability benefits - 0.7 - - - - - - - -

Move related expenses - - - - 0.3 0.2 0.5 0.6 0.3 0.9

Lease termination costs - - - - - - - 0.5 - 0.5

Adjusted EBITDA 3.5$ 5.6$ 0.5$ 1.1$ 0.7$ 3.9$ 6.1$ 2.6$ 2.8$ 5.4$

Net Income (Loss) (4.6)$ (7.4)$ (2.3)$ (1.2)$ (1.8)$ 0.8$ (4.6)$ (1.3)$ (0.5)$ (1.8)$

(Income) loss from discontinued operations, net of tax (0.3) 4.0 0.6 - - 0.3 0.9 - - -

Stock-based compensation 0.4 0.8 0.3 0.4 0.3 0.3 1.4 0.3 0.4 0.7

Executive disability benefits - 0.7 - - - - - - - -

Move related expenses - - - - 0.3 0.2 0.5 0.6 0.3 0.9

Lease termination costs - - - - - - - 0.5 - 0.5

Non-GAAP Net Income (Loss) (4.5)$ (1.9)$ (1.4)$ (0.8)$ (1.2)$ 1.6$ (1.8)$ 0.1$ 0.2$ 0.3$

A reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA and Non-GAAP Net Income (Loss) follows:

Page 42: PFSWeb Inc. Financial Market Roadshow Presentation

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CLIENT DIRECT OPERATING COSTS AND SELLING, GENERAL & ADMINISTRATIVE EXPENSES

Reconciliation of (1) Cost of Service Fee Revenue to Client Direct Operating Costs, excluding Depreciation and Amortization, and (2) Selling, General and Administrative Expenses (“SG&A”) to SG&A, excluding Depreciation and Amortization, as Adjusted.

2011

Cost of Service

Fee Revenue SG&A

December 31, As Reported 71,751$ 37,512$

Less : Depreciation & Amortization (3,561) (2,783)

Stock-based CompensationStock-based Compensation - (1,402)

Relocation related costs - (548)

SGA Related to Direct Cl ient Costs 4,620 (4,620)

As Adjusted 72,810$ 28,159$

Page 43: PFSWeb Inc. Financial Market Roadshow Presentation

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RECONCILIATION OF SERVICE FEE EQUIVALENT REVENUE

2010 2011 2011 2012

Total Revenues 274,516$ 298,766$ 140,397$ 143,272$

Pass-through revenue (29,267) (40,974) (16,445) (22,228)

Stock-based CompensationCost of product revenue (162,485) (150,738) (77,877) (59,253)

Service Fee Equivalent Revenue 82,764$ 107,054$ 46,075$ 61,791$

Twelve Months Ended

December 31,

Six Months Ended

June 30,