5/10/2022

speaker
Operator
Conference Call Operator

Good morning, everyone, and thank you for participating in today's conference call to discuss PFS Web's Q4 and full year 2021 results. Joining us today are PFS Web CEO Mike Willoughby, the COO and President of PFS, Zach Tomlin, the company's CFO, Tom Madden, and the company's outside investor relations advisor, Jackie Keschner with Gateway Group. Following the remarks, we'll open the call for your questions. I would now like to turn the call over to Ms. Keschner for some introductory comments.

speaker
Jackie Keschner
Investor Relations Advisor, Gateway Group

Thank you. Before we go further, I would like to make the following remarks concerning forward-looking statements. All statements in this conference call, other than historical facts, are forward-looking statements. The words anticipate, believe, estimate, expect, intend, will, guidance, confidence, Target, project, and other similar expressions typically are used to identify forward-looking statements. The full disclaimer related to forward-looking statements, as well as certain non-gap metrics used in our filings in this presentation, can be found in the company's 10-K and investor section of the PFS Web website under Safe Harbor Statements. I would like to remind everyone that this call will be available for replay through May 31, 2022, starting today at 1130 a.m. Eastern Time. A webcast replay will also be available via the link provided in today's press release, as well as available on the company's website at pfscommerce.com. Any redistribution, retransmission, or rebroadcast of this call in any way without the express written consent of PFS Web is strictly prohibited. Now, I would like to turn the call over to the Chief Executive Officer of PFS Web, Mr. Mike Willoughby. Mike?

speaker
Mike Willoughby
Chief Executive Officer, PFS Web

Thank you, Jackie, and good morning, everyone. As we indicated on our last earnings call and in our press release announcing Q3 2021 results, we have been working hard to become fully current with our quarterly and annual filings. This has not been easy given the complex accounting and tax implications associated with the sale of the live area global business to Merkle, which was completed in late August of last year. Nevertheless, we are pleased that we are completing this work according to the schedule we have consistently indicated, and we look forward to putting these delays behind us. On our last call in February of this year, we covered much of the detail around full year 2021 results, so I won't rehash everything here. As we noted, our PFS business saw strong momentum in 2021 on top of the significant value generated by the Liberia transaction. Despite pandemic and macroeconomic headwinds, the PFS business performed well from an operational perspective. We are also seeing positive momentum in the business in 2022 and have excellent opportunities to leverage substantial e-commerce fulfillment tailwinds in our industry and expand our fulfillment services this year. Zach will have more detail about this later in the call. Now let me touch on our strategic alternatives process and the near-term capital allocation and restructuring priorities that we have. First, we have substantially concluded our obligations to Merkle under a Transition Services Agreement, or TSA. Immediately following the closing of the transaction and continuing through Q1 of 22 and into Q2, we continued to provide various critical business support functions to Merkle as the live area business and operations were fully transitioned. As we have recently concluded those various activities, we have made operational adjustments and significant cost reductions related to support of the TSA. Second, we concluded our engagement with G2 Capital Advisors to develop a comprehensive reorganization plan to reflect the needs of the business after the live area transaction and to align with our strategic alternative review process. Based on the playbook we created with G2, we have identified and taken demonstrable actions to optimize our business structure to meet the needs of the PFS business and significantly reduce corporate overhead associated with our previous holding company style organizational structure and also the overhead required to support the Merkle TSA. Third, with the filing of our delayed 10K, we have substantially completed the complex accounting and tax work associated with the sale of the live area global business to Merkle. While we will remain diligent in our efforts to complete the Q1-22 close and associated filing of our 10Q by mid-June, We are looking forward to moving past the considerable effort associated with the live area transaction and these associated delays to focus all our financial attention on completing the structural and operational optimization of our business, including the disposition of our corporate headquarters, taking full advantage of the client growth and sales momentum in the business, and supporting the strategic alternatives process. With a number of these items now behind us, we can focus even more on our work with Raymond James on the review of a full range of strategic alternatives for PFS Web. While we do not have a specific timeline to disclose for the completion of the process at this point, it is our foremost strategic initiative. As we have stated before, we believe the PFS business is an attractive platform, and our focus is creating additional shareholder value and returning to shareholders the significant amount of capital we currently hold. Now, a brief word on what's next with the NASDAQ compliant process. As previously communicated, we received a notice from the NASDAQ stock market on March 18, 2022, notifying us that we were not in compliance with the periodic filing requirements for continued listing because our annual report on Form 10-K for the year ended December 31, 2021, was not filed with the Securities and Exchange Commission by the required due date of March 16, 2022. NASDAQ provided us with 60 calendar days until May 17, 2022, to submit a plan to regain compliance. With our filing of the 2021 10-K on May 9, 2022, we have now regained compliance. However, as a result of these delayed filings with the Securities and Exchange Commission, of our 2021-10-K, we expect the filing with the SEC of our quarterly report on Form 10-Q for the period ended March 31, 2022, which is due on May 10th today, 2022, will be delayed for the same reasons that caused the delays of the 21-10-K filing. And we expect to receive a notice to this effect. Importantly, we do not anticipate this notice will result in an immediate impact on the trading status or listing of the company's shares. We continue to work diligently to complete our first quarter 2022 and continue to target filing the document by mid-June 2022, after which we anticipate maintaining compliance with our SEC reporting obligations and NASDAQ listing requirements. Finally, before turning the call over to Tom, let me say a few words about the ongoing tragic situation in Ukraine. Our thoughts go out to all those who are impacted, and we earnestly hope for a swift end to the conflict. I do want to note that this situation has had no impact on our business and operations. With that, I will turn it over to Tom to discuss the financials in further detail. Tom?

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

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