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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of PFSweb, Inc.:
We have audited the accompanying consolidated balance sheets of PFSweb,
Inc. (a Delaware corporation) and subsidiaries (see Note 1) as of March 31, 1999
and 2000, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended March 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PFSweb, Inc. and
subsidiaries as of March 31, 1999 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended March 31,
2000, in conformity with accounting principles generally accepted in the United
States.
ARTHUR ANDERSEN LLP
Dallas, Texas,
May 4, 2000 (except with respect to the
matters discussed in Note 11, as to which the
date is June 8, 2000)
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