8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: February 18, 2004

(Date of earliest event reported)

GSI COMMERCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-16611	04-2958132
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1075 First Avenue, King of Prussia, PA 19406

(Address of principal executive offices and zip code)

(610) 265-3229

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

99.1 Press Release, dated February 18, 2004

Item 12. Results of Operations and Financial Condition.

On February 18, 2004, GSI Commerce, Inc. (the “Registrant”) issued a press release announcing its results for the fiscal quarter and full fiscal year ended January 3, 2004 and certain other information. A copy of this press release is furnished as part of this report and incorporated herein by reference.

This press release included as Exhibit 99.1 contains EBITDA, net merchandise sales and certain GAAP revenue and expense measures that exclude the Ashford.com business which may be considered non-GAAP financial measures. The Registrant uses EBITDA as a means to evaluate its performance period to period without taking into account certain expenses, particularly stock-based compensation expense which may fluctuate materially due to fluctuations in the price of the Registrant’s common stock both on a quarterly basis and on an annual basis and does not consistently reflect the Registrant’s results from its core business activities. The Registrant also uses net merchandise sales as a metric for operating its business. Variable costs such as fulfillment and customer service labor expense, order processing costs such as credit card and bank processing fees and business management costs such as marketing department staffing levels are related to the amount of sales made through the Registrant’s platform, whether or not the Registrant records the revenue from such sales. The Registrant believes that investors will have a more thorough understanding of its expense trends if they have visibility to both GAAP revenue as well as the non-GAAP financial measure net merchandise sales. In addition, the Registrant uses certain GAAP revenue and expense financial measures that exclude the Ashford business, which the Registrant sold in December 2002. The Registrant believes that investors will have better insight into potential future trends and business performance by analyzing revenue and expense financial measures in the categories in which the Registrant currently operates. These financial measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP. These financial measures included in this press release have been reconciled to the nearest GAAP measure as is required under SEC rules.

As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GSI COMMERCE, INC.
By:	/s/ Michael G. Rubin
	Michael G. Rubin Chairman, President and Chief Executive Officer

Dated: February 18, 2004

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated February 18, 2004

EX-99.1

Exhibit 99.1

Investor Contact:

Jordan M. Copland

Executive Vice President and Chief Financial Officer

GSI Commerce, Inc.

(610) 491-7000

ir@gsicommerce.com

Media Contact:

Stephanie Larkin

Corporate Communications

GSI Commerce, Inc.

(610) 491-7013

larkins@gsicommerce.com

FOR IMMEDIATE RELEASE

GSI COMMERCE REPORTS FOURTH QUARTER FISCAL 2003 AND FULL FISCAL

YEAR 2003 RESULTS

Company Achieves EBITDA and GAAP Profit in Fourth Quarter and EBITDA Profit for Full Year

KING OF PRUSSIA, PENNSYLVANIA, February 18, 2004 – GSI COMMERCE, INC. (NASDAQ: GSIC), today announced operating results for the fourth quarter and fiscal year ended January 3, 2004.

Fourth Quarter Fiscal 2003 Financial Results

Net Revenues and Net Merchandise Sales:

Net revenues were $95.2 million for the fourth quarter of fiscal 2003, a 26% increase compared to net revenues of $75.3 million for the fourth quarter of fiscal 2002.

Net merchandise sales, a non-GAAP financial measure, were $120.3 million for the fourth quarter of fiscal 2003, a 46% increase compared to net merchandise sales of $82.2 million for the fourth quarter of fiscal 2002. Net merchandise sales represents the retail value of all sales transactions, inclusive of freight charges and net of allowances for returns and discounts, which flow through the GSI Commerce platform, whether or not GSI Commerce is the seller of the merchandise or records the full amount of such sales on its financial statements.

Excluding sales attributable to the Ashford.com business, which GSI Commerce sold in December 2002, net revenues increased 44% in the fourth quarter of fiscal 2003 and net merchandise sales increased 65% in the fourth quarter of fiscal 2003. These financial measures as adjusted may be considered non-GAAP financial measures.

Net merchandise sales from the sporting goods category increased 54% in the fourth quarter of fiscal 2003 to $52.1 million compared to $33.9 million in the fourth quarter of fiscal 2002.

Net merchandise sales attributable to Ashford.com were less than $0.1 million in the fourth quarter of fiscal 2003, a decline of almost 100% compared to $9.3 million in the fourth quarter of fiscal 2002.

Net merchandise sales from Other categories increased 75% in the fourth quarter of fiscal 2003 to $68.1 million from $39.0 million in the fourth quarter of fiscal 2002.

Net Income, EPS and EBITDA:

Net income was $2.7 million for the fourth quarter of fiscal 2003, an improvement of $17.5 million compared to a net loss of $14.8 million for the fourth quarter of fiscal 2002.

Net income per share was $0.07 for the fourth quarter of fiscal 2003 compared to net loss per share of $0.38 in the fourth quarter of fiscal 2002, an improvement of $0.45 per share.

EBITDA, a non-GAAP financial measure, was $5.9 million for the fourth quarter of fiscal 2003, an improvement of $16.3 million compared to an EBITDA loss of $10.4 million for the fourth quarter of fiscal 2002. EBITDA represents earnings (or losses) before interest income/expense, taxes, depreciation and amortization and stock-based compensation.

Gross Profit and Operating Expenses:

Gross profit was $36.4 million in the fourth quarter of fiscal 2003, an increase of 65% compared to gross profit of $22.1 million in the fourth quarter of fiscal 2002. Gross margin was 38.2% for the fourth quarter of fiscal 2003 compared to gross margin of 29.3% for the fourth quarter of fiscal 2002, an increase of 890 basis points.

Operating expenses were $33.9 million for the fourth quarter of fiscal 2003, a decline of 8% compared to $36.8 million for the fourth quarter of fiscal 2002. Excluding restructuring costs related to Ashford.com and net loss on the sale of Ashford.com assets, operating expenses, which as adjusted may be considered a non-GAAP financial measure, increased 5% in the fourth quarter of fiscal 2003. As a percentage of net revenues, operating expenses were 35.6% in the fourth quarter of fiscal 2003 compared to 48.8% in the fourth quarter of fiscal 2002. Excluding restructuring costs related to Ashford.com and net loss on the sale of Ashford.com assets, operating expenses, which as adjusted may be considered a non-GAAP financial measure, as a percentage of net revenues were 42.7% in the fourth quarter of fiscal 2002.

Fiscal 2003 Financial Results

Net Revenues and Net Merchandise Sales:

Net revenues were $241.9 million for fiscal 2003, a 40% increase compared to net revenues of $172.6 million for fiscal 2002.

Net merchandise sales were $282.0 million for fiscal 2003, a 58% increase compared to net merchandise sales of $178.3 million for fiscal 2002.

Excluding sales attributable to the Ashford.com business, net revenues increased 60% in fiscal 2003 and net merchandise sales increased 79% in fiscal 2003. These financial measures as adjusted may be considered non-GAAP financial measures.

Net merchandise sales from the sporting goods category increased 33% in fiscal 2003 to $128.5 million compared to $96.7 million in fiscal 2002.

Net merchandise sales attributable to Ashford.com were $1.0 million in fiscal 2003, a decline of 95% compared to $21.6 million in fiscal 2002.

Net merchandise sales from Other categories increased 154% in fiscal 2003 to $152.5 million from $60.0 million in fiscal 2002.

Net Income, EPS and EBITDA:

Net loss was $12.1 million for fiscal 2003, an improvement of $21.7 million compared to a net loss of $33.8 million for fiscal 2002.

Net loss per share was $0.30 for fiscal 2003 compared to net loss per share of $0.88 in fiscal 2002, an improvement of $0.58 per share.

EBITDA, a non-GAAP financial measure, was $0.1 million for fiscal 2003, an improvement of $23.6 million compared to an EBITDA loss of $23.5 million for fiscal 2002.

Gross Profit and Operating Expenses:

Gross profit was $87.2 million in fiscal 2003, an increase of 49% compared to gross profit of $58.4 million in fiscal 2002. Gross margin was 36.0% for fiscal 2003 compared to gross margin of 33.8% for fiscal 2002, an increase of 220 basis points.

Operating expenses were $100.4 million for fiscal 2003, an increase of 8% compared to $92.8 million for fiscal 2002. Excluding restructuring costs related to Ashford.com and net loss on the sale of Ashford.com assets, operating expenses, which as adjusted may be considered a non-GAAP financial measure, increased 13% in fiscal 2003. As a percentage of net revenues, operating expenses were 41.5% in fiscal 2003 compared to 53.8% in fiscal 2002. Excluding restructuring costs related to Ashford.com and net loss on the sale of Ashford.com assets, operating expenses, which as adjusted may be considered a non-GAAP financial measure, as a percentage of net revenues were 51.3% in fiscal 2002.

Balance Sheet

Cash, cash equivalents, short-term investments and marketable securities were $69.5 million at the end of fiscal 2003, a decrease of $5.3 million from $74.8 million at the end of fiscal 2002. Inventory was 6% lower at the end of fiscal 2003 and net property and equipment were 8% lower at the end of fiscal 2003 compared to the end of fiscal 2002. GSI Commerce had no debt at the end of fiscal 2003 or the end of fiscal 2002. Accounts payable, accrued expenses and other declined 3% at the end of fiscal 2003 compared to the end of fiscal 2002.

Management’s Commentary

Michael Rubin, Chairman and CEO of GSI Commerce, commented, “Fiscal 2003 represented an inflection point for GSI Commerce, as we delivered strong results highlighted by our first full year EBITDA profit since launching our initial web sites in fiscal 1999. Our proven track record, expertise, and infrastructure also contributed to a successful expansion of our partner base in fiscal 2003 with the addition of Ace Hardware, Linens ‘n Things, Liz Claiborne, Major League Baseball, NASCAR, Public Broadcasting Service, Polo.com, Rockport and Timberland.”

Mr. Rubin, continued, “A critical aspect of our success has been ongoing investments to continually enhance our scale and capabilities. Our guidance for fiscal 2004, which includes our expectation for our first full year GAAP net income, reflects a continuation of significant investment spending, while only containing projected revenue from agreements that have already been signed.”

Highlights Since October 29, 2003

• GSI Commerce announced that it had been selected to develop and operate the new e-commerce store for Major League Baseball. The new e-commerce store launched on January 30, 2004.

• GSI Commerce, through its majority owned subsidiary GSI-Chelsea Solutions, LLC, was selected by Liz Claiborne, Inc., The Timberland Company and Polo.com as the new e-commerce provider for their e-commerce businesses.

Financial Guidance

The following forward-looking statements reflect GSI Commerce’s expectations as of February 18, 2004. GSI Commerce provides guidance for its business only based on agreements that have already been signed. Given the potential changes in general economic conditions and consumer spending, the emerging nature of e-commerce, and various other risk factors discussed below, actual results may differ materially.

Fiscal 2004 Expectations

• Net revenues are expected to be in the range of $290-$305 million.

• Net merchandise sales are expected to be in the range of $425-$440 million.

• Net income is expected to be in the range of $0-$2 million.

• EBITDA is expected to be in the range of $13-$15 million.

First Quarter 2004 Expectations

• Net revenues are expected to be in the range of $58-$62 million.

• Net merchandise sales are expected to be in the range of $77-$81 million.

• Net loss is expected to be in the range of $4.0-$5.0 million.

• EBITDA loss is expected to be in the range of $1.0-$2.0 million.

Non-GAAP Financial Measures

This press release contains EBITDA, net merchandise sales and certain GAAP revenue and expense measures that exclude the Ashford.com business which may be considered non-GAAP financial measures. GSI Commerce uses EBITDA as a means to evaluate its performance period to period without taking into account certain expenses, particularly stock-based compensation expense which may fluctuate materially due to fluctuations in the price of GSI Commerce’s common stock both on a quarterly basis and on an annual basis and does not consistently reflect GSI Commerce’s results from its core business activities. GSI Commerce also uses net merchandise sales as a metric for operating its business. Variable costs such as fulfillment and customer service labor expense, order processing costs such as credit card and bank processing fees and business management costs such as marketing department staffing levels are related to the amount of sales made through GSI Commerce’s platform, whether or not GSI Commerce records the revenue from such sales. GSI Commerce believes that investors will have a more thorough understanding of its expense trends if they have visibility to both GAAP revenue as well as the non-GAAP financial measure net merchandise sales. In addition, GSI Commerce uses certain GAAP revenue and expense financial measures that exclude the Ashford.com business, which GSI Commerce sold in December 2002. GSI Commerce believes that investors will

have better insight into potential future trends and business performance by analyzing revenue and expense financial measures in the categories in which GSI Commerce currently operates. These financial measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP. These financial measures included in this press release have been reconciled to the nearest GAAP measure as is required under SEC rules.

As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America.

Fourth Quarter Conference Call

A conference call to discuss GSI Commerce’s fourth quarter 2003 and full year 2003 financial results will be held at 4:45 p.m. EST on February 18, 2004. For access to the conference call, call 1-888-928-9510 by 4:30 p.m. EST. The password is “Commerce” and the leader’s name is “Michael Rubin.” A tape recording of the conference call will be available, starting one hour after completion of the call, until the end of business on March 1, 2004. To access the recording, call 1-800-262-4960.

A live Webcast of the conference call will also be available at www.gsicommerce.com or www.streetevents.com. A replay of the Webcast will be available for a limited time.

About GSI Commerce

GSI Commerce is a leading outsource solution provider for e-commerce. The company develops and operates e-commerce businesses for retailers, branded manufacturers, media companies, television networks and professional sports organizations. The GSI Commerce platform includes Web site design and development, e-commerce technology, customer service, fulfillment, merchandising, content development and management, and online and database marketing.

Forward-Looking Statements

All statements made in this release and to be made in GSI Commerce’s fourth quarter 2003 conference call, including those in the tape recording, live audio and Webcast replay of the call, other than statements of historical fact, are or will be forward-looking statements. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “would”, “should”, “guidance”, “potential”, “continue”, “confident”, “prospects”, and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business of GSI Commerce and the industries and markets in which GSI Commerce operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements. Factors which may affect GSI Commerce’s business, financial condition and operating results include the effects of changes in the economy, consumer spending, the financial markets and the industries in which GSI Commerce and its partners operate, changes affecting the Internet and e-commerce, the ability of GSI Commerce to develop and maintain relationships with strategic partners and suppliers, the ability of GSI Commerce to timely and successfully develop, maintain and protect its technology and product and service offerings and execute operationally, the ability of GSI Commerce to attract and retain qualified personnel, the ability of GSI Commerce to successfully integrate its acquisitions of other businesses, if any, and the performance of acquired businesses. More information about potential factors that could affect GSI Commerce can be found in its most recent Form 10-K, Form 10-Q and other reports and statements filed by GSI Commerce with the Securities and Exchange Commission. GSI Commerce expressly disclaims any intent or obligation to update these forward-looking statements, except as otherwise specifically stated by GSI Commerce.

# # #

GSI COMMERCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	December 28, 2002			January 3, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	61,004		$	57,558
Short-term investments		2,280			—
Marketable securities		11,543			11,912
Accounts receivable, net of allowance of $1,533 and $709, respectively		3,974			4,898
Inventory		24,306			22,910
Current portion - notes receivable		900			1,377
Prepaid expenses and other current assets		2,078			1,848
Total current assets		106,085			100,503
Property and equipment, net		48,669			44,840
Goodwill, net		13,453			13,453
Notes receivable		3,523			2,356
Other equity investments		2,159			2,159
Other assets, net of accumulated amortization of $1,250 and $2,644, respectively		13,684			12,272
Total assets	$	187,573		$	175,583
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	31,664		$	27,677
Accrued expenses and other		20,283			22,538
Deferred revenue		15,025			14,998
Current portion - capital lease obligations		78			—
Total current liabilities		67,050			65,213
Mandatorily redeemable preferred stock, Series A, $0.01 par value, 10,000 shares authorized; 200 and 0 shares issued as of December 28, 2002 and January 3, 2004, respectively; 0 shares outstanding as of December 28, 2002 and January 3, 2004, respectively		—			—
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 4,990,000 shares authorized; 0 shares issued and outstanding as of December 28, 2002 and January 3, 2004, respectively		—			—
Common stock, $0.01 par value, 90,000,000 shares authorized; 38,857,855 and 40,781,036 shares issued as of December 28, 2002 and January 3, 2004, respectively; 38,783,645 and 40,779,826 shares outstanding as of December 28, 2002 and January 3, 2004, respectively		389			408
Additional paid in capital		285,625			287,571
Accumulated other comprehensive income		57			—
Accumulated deficit		(165,547	)		(177,609	)
		120,524			110,370
Less: Treasury stock, at par		1			—
Total stockholders’ equity		120,523			110,370
Total liabilities and stockholders’ equity	$	187,573		$	175,583

GSI COMMERCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Fiscal Year Ended
	December 28, 2002			January 3, 2004			December 28, 2002			January 3, 2004
Revenues:
Net revenues from product sales	$	69,098		$	84,094		$	154,819		$	216,510
Service fee revenues		6,223			11,115			17,819			25,409
Net revenues		75,321			95,209			172,638			241,919
Cost of revenues from product sales		53,247			58,793			114,258			154,731
Gross profit		22,074			36,416			58,380			87,188
Operating expenses:
Sales and marketing, exclusive of $377, $600, $532 and $1,527 reported below as stock-based compensation, respectively		19,460			22,891			49,757			58,226
Product development, exclusive of $0, $4, $(44) and $42 reported below as stock-based compensation, respectively		4,213			3,861			12,933			15,414
General and administrative, exclusive of $61, $11, $(87) and $366 reported below as stock-based compensation, respectively		4,214			3,679			14,971			13,392
Restructuring costs related to Ashford.com		1,680			55			1,680			74
Net loss on sale of Ashford.com assets		2,945			—			2,566			—
Stock-based compensation		438			615			401			1,935
Depreciation and amortization		3,817			2,835			10,509			11,386
Total operating expenses		36,767			33,936			92,817			100,427
Other (income) expense:
Interest expense		360			—			749			—
Interest income		(281	)		(263	)		(1,377	)		(1,177	)
Total other (income) expense		79			(263	)		(628	)		(1,177	)
Net income (loss)	$	(14,772	)	$	2,743		$	(33,809	)	$	(12,062	)
Earnings (losses) per share - basic and diluted:
Net income (loss)	$	(0.38	)	$	0.07		$	(0.88	)	$	(0.30	)
Weighted average shares outstanding:
basic		38,771			40,737			38,566			39,638
diluted		38,771			42,180			38,566			39,638

GSI COMMERCE, INC. AND SUBSIDIARIES

EBITDA AND RECONCILIATION TO GAAP RESULTS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Fiscal Year Ended
	December 28, 2002			January 3, 2004			December 28, 2002			January 3, 2004
EBITDA:
Net income (loss) excluding interest income and expense, taxes and charges for stock-based compensation and depreciation and amortization	$	(10,438	)	$	5,930		$	(23,527	)	$	82
Net income (loss) excluding interest income and expense, taxes and charges for stock-based compensation and depreciation and amortization, per share:
basic	$	(0.27	)	$	0.15		$	(0.61	)	$	0.00
diluted	$	(0.27	)	$	0.14		$	(0.61	)	$	0.00
Reconciliation of EBITDA to GAAP results:
EBITDA	$	(10,438	)	$	5,930		$	(23,527	)	$	82
Interest expense		360			—			749			—
Interest income		(281	)		(263	)		(1,377	)		(1,177	)
Taxes		—			—			—			—
Stock-based compensation		438			615			401			1,935
Depreciation and amortization		3,817			2,835			10,509			11,386
Net income (loss)	$	(14,772	)	$	2,743		$	(33,809	)	$	(12,062	)

GSI COMMERCE, INC. AND SUBSIDIARIES

PRO FORMA OPERATING EXPENSES AND RECONCILIATION TO GAAP RESULTS

(In thousands)

(Unaudited)

	Three Months Ended				Fiscal Year Ended
	December 28, 2002		January 3, 2004		December 28, 2002		January 3, 2004
Pro forma operating expenses:
Operating expenses excluding restructuring costs related to Ashford.com and net loss on sale of Ashford.com assets	$	32,142	$	33,881	$	88,571	$	100,353
Reconciliation of pro forma operating expenses to GAAP results:
Pro forma operating expenses	$	32,142	$	33,881	$	88,571	$	100,353
Restructuring costs related to Ashford.com		1,680		55		1,680		74
Net loss on sale of Ashford.com assets		2,945		—		2,566		—
Total operating expenses	$	36,767	$	33,936	$	92,817	$	100,427

GSI COMMERCE, INC. AND SUBSIDIARIES

NET MERCHANDISE SALES ⁽¹⁾ AND RECONCILIATION TO GAAP RESULTS

(Dollars in thousands)

(Unaudited)

	Three Months Ended
	December 28, 2002			January 3, 2004			Variance
							Amount			%
Net merchandise sales (1) - (a non-GAAP financial measure):
Category:
Sporting goods	$	33,927		$	52,080		$	18,153		54	%
Ashford.com (2)		9,319			41			(9,278	)	-100	%
Other		38,965			68,133			29,168		75	%
Total net merchandise sales (1) - (a non-GAAP financial measure)	$	82,211		$	120,254		$	38,043		46	%
Net revenues - (GAAP basis):
Net revenues from product sales:
Category:
Sporting goods	$	33,927		$	51,955		$	18,028		53	%
Ashford.com (3)		9,319			41			(9,278	)	-100	%
Other		25,852			32,098			6,246		24	%
Total net revenues from product sales		69,098			84,094			14,996		22	%
Service fee revenues		6,223			11,115			4,892		79	%
Total net revenues - (GAAP basis)	$	75,321		$	95,209		$	19,888		26	%
Reconciliation of net merchandise sales (1) to net revenues:
Net merchandise sales (1) - (a non-GAAP financial measure):
Category:
Sporting goods	$	33,927		$	52,080		$	18,153		54	%
Ashford.com		9,319			41			(9,278	)	-100	%
Other		38,965			68,133			29,168		75	%
Total net merchandise sales (1) - (a non-GAAP financial measure)		82,211			120,254			38,043		46	%
Less:
Sales by partners (4):
Category:
Sporting goods		—			(125	)		(125	)	—
Ashford.com		—			—			—		—
Other		(13,113	)		(36,035	)		(22,922	)	175	%
Total sales by partners (4)		(13,113	)		(36,160	)		(23,047	)	176	%
Add:
Service fee revenues		6,223			11,115			4,892		79	%
Net revenues - (GAAP basis)	$	75,321		$	95,209		$	19,888		26	%

(1) Net merchandise sales represents the retail value of all sales transactions, inclusive of freight charges and net of allowances for returns and discounts, which flow through the GSI Commerce platform, whether or not GSI Commerce is the seller of the merchandise or records the full amount of such sales on its financial statements.

(2) Net merchandise sales excluding Ashford.com increased 65% from $72.9 million for the three-month period ended December 28, 2002 to $120.2 million for the three-month period ended January 3, 2004. Net merchandise sales including Ashford.com increased 46% from $82.2 million for the three-month period ended December 28, 2002 to $120.3 million for the three-month period ended January 3, 2004.

(3) Net revenues excluding Ashford.com increased 44% from $66.0 million for the three-month period ended December 28, 2002 to $95.2 million for the three-month period ended January 3, 2004. Net revenues including Ashford.com increased 26% from $75.3 million for the three-month period ended December 28, 2002 to $95.2 million for the three-month period ended January 3, 2004.

(4) Represents the retail value of all product sales through the GSI Commerce platform where the inventory is owned by the partner and the partner is the seller of the merchandise. GSI Commerce records service fee revenues on these sales.

GSI COMMERCE, INC. AND SUBSIDIARIES

NET MERCHANDISE SALES ⁽¹⁾ AND RECONCILIATION TO GAAP RESULTS

(Dollars in thousands)

(Unaudited)

	Fiscal Year Ended
	December 28, 2002			January 3, 2004			Variance
							Amount			%
Net merchandise sales (1) - (a non-GAAP financial measure):
Category:
Sporting goods	$	96,669	(5)	$	128,489		$	31,820		33	%
Ashford.com (2)		21,617			1,034			(20,583	)	-95	%
Other		60,014			152,503			92,489		154	%
Total net merchandise sales (1) - (a non-GAAP financial measure)	$	178,300		$	282,026		$	103,726		58	%
Net revenues - (GAAP basis):
Net revenues from product sales:
Category:
Sporting goods	$	96,669	(5)	$	128,360		$	31,691		33	%
Ashford.com (3)		21,617			1,034			(20,583	)	-95	%
Other		36,533			87,116			50,583		138	%
Total net revenues from product sales		154,819			216,510			61,691		40	%
Service fee revenues		17,819			25,409			7,590		43	%
Total net revenues - (GAAP basis)	$	172,638		$	241,919		$	69,281		40	%
Reconciliation of net merchandise sales (1) to net revenues:
Net merchandise sales (1) - (a non-GAAP financial measure):
Category:
Sporting goods	$	96,669	(5)	$	128,489		$	31,820		33	%
Ashford.com		21,617			1,034			(20,583	)	-95	%
Other		60,014			152,503			92,489		154	%
Total net merchandise sales (1) - (a non-GAAP financial measure)		178,300			282,026			103,726		58	%
Less:
Sales by partners (4):
Category:
Sporting goods		—			(129	)		(129	)	—
Ashford.com		—			—			—		—
Other		(23,481	)		(65,387	)		(41,906	)	178	%
Total sales by partners (4)		(23,481	)		(65,516	)		(42,035	)	179	%
Add:
Service fee revenues		17,819			25,409			7,590		43	%
Net revenues - (GAAP basis)	$	172,638		$	241,919		$	69,281		40	%

(1) Net merchandise sales represents the retail value of all sales transactions, inclusive of freight charges and net of allowances for returns and discounts, which flow through the GSI Commerce platform, whether or not GSI Commerce is the seller of the merchandise or records the full amount of such sales on its financial statements.

(2) Net merchandise sales excluding Ashford.com increased 79% from $156.7 million for the fiscal year ended December 28, 2002 to $281.0 million for the fiscal year ended January 3, 2004. Net merchandise sales including Ashford.com increased 58% from $178.3 million for the fiscal year ended December 28, 2002 to $282.0 million for the fiscal year ended January 3, 2004.

(3) Net revenues excluding Ashford.com increased 60% from $151.0 million for the fiscal year ended December 28, 2002 to $240.9 million for the fiscal year ended January 3, 2004. Net revenues including Ashford.com increased 40% from $172.6 million for the fiscal year ended December 28, 2002 to $241.9 million for the fiscal year ended January 3, 2004.

(4) Represents the retail value of all product sales through the GSI Commerce platform where the inventory is owned by the partner and the partner is the seller of the merchandise. GSI Commerce records service fee revenues on these sales.

(5) Includes $8.3 million from sales of one of GSI Commerce’s partner’s products sold primarily through its direct response television campaigns in addition to Web site and toll-free number sales.