EX-99.1 2 gc4843ex991.txt EXHIBIT 99.1 Exhibit 99.1 GSI COMMERCE REPORTS FISCAL 2005 FOURTH QUARTER AND FULL FISCAL YEAR 2005 OPERATING RESULTS KING OF PRUSSIA, Pa., Feb. 15 /PRNewswire-FirstCall/ -- GSI Commerce Inc. (Nasdaq: GSIC) today announced that for its fourth fiscal quarter ended Dec. 31, 2005, the company increased its net revenues 27 percent to a record $172.3 million and reported net income of $11.7 million, or $0.25 per diluted share, compared to net revenues of $135.6 million and net income of $10.1 million, or $0.23 per diluted share, for 2004's fiscal fourth quarter. For the fiscal year 2005, the company increased its net revenues 31 percent to a record $440.4 million and reported net income of $2.7 million, or $0.06 per diluted share, compared to net revenues of $335.1 million and a net loss of $0.3 million, or $0.01 per diluted share, for fiscal year 2004. During the second half of 2005, the company explored an acquisition opportunity, which it decided not to pursue after completing a due diligence effort in December 2005. As a result, the external costs associated with this effort of approximately $1.5 million were included in general and administrative expense for the fiscal fourth quarter. In addition, the company recorded a provision for income taxes of $321,000 during the fourth quarter of fiscal 2005. The income tax provision was primarily related to state tax obligations. Also, as previously disclosed, during the fourth quarter of fiscal 2005, the company restated historical financial results to correct for previous errors, including the overstatements of its accounts payable balance and the recording of certain credits in the wrong period. The external expenses recorded in the fourth quarter of fiscal year 2005 related to the restatement, including remediation efforts, were approximately $700,000, which was $200,000 greater than the company had most recently forecast. These three items, which totaled $2.0 million, were not included in the guidance issued by the company on Nov. 15, 2005, when the company said it expected fiscal year 2005 net income would be approximately $5 million. Net Revenues and Merchandise Sales - Net revenues were $172.3 million in the fourth quarter of fiscal 2005, a 27 percent increase compared to $135.6 million in the same period in fiscal 2004. Net revenues were $440.4 million in fiscal year 2005, a 31 percent increase compared to $335.1 million in fiscal year 2004. - Merchandise sales were $282.4 million in the fourth quarter of fiscal 2005, a 42 percent increase compared to $199.3 million in the same period in fiscal 2004. Merchandise sales were $682.0 million in fiscal year 2005, a 44 percent increase compared to $475.0 million in fiscal year 2004. A definition of merchandise sales appears later in this news release under "Non-GAAP Financial Measures." Net Income, EPS and Adjusted EBITDA - Net income was $11.7 million, or $0.25 per diluted share, in the fourth quarter of fiscal 2005 compared to net income of $10.1 million, or $0.23 per diluted share, in the same period in 2004. Net income was $2.7 million, or $0.06 per diluted share, in fiscal year 2005 compared to a net loss of $0.3 million, or $0.01 per diluted share, in fiscal year 2004. - Adjusted EBITDA was $17.2 million in the fourth quarter of fiscal 2005, compared to adjusted EBITDA of $15.5 million in the same period in 2004, an increase of 11 percent. Adjusted EBITDA was $20.7 million in fiscal year 2005 compared to $13.6 million in fiscal year 2004, an increase of 53 percent. A definition of adjusted EBITDA appears later in this news release under "Non-GAAP Financial Measures." Gross Profit and Operating Expenses - Gross profit was $74.2 million in the fourth quarter of fiscal 2005, an increase of 34 percent compared to $55.4 million in the same period in 2004. Gross profit was $176.6 million in fiscal year 2005, an increase of 34 percent compared to $131.7 million in fiscal year 2004. - Gross margin was 43.1 percent in the fourth quarter of fiscal 2005, an increase of 220 basis points from 40.9 percent in the same period in 2004. Gross margin was 40.1 percent in fiscal year 2005, an increase of 80 basis points from 39.3 percent in fiscal year 2004. - Total operating expenses were $61.9 million in the fourth quarter of fiscal 2005, a 38 percent increase compared to $44.8 million in the same period in 2004. Total operating expenses were $173.7 million in fiscal year 2005, a 31 percent increase compared to $132.1 million in fiscal year 2004. Balance Sheet The company's cash, cash equivalents and marketable securities at the end of fiscal year 2005 were $156.7 million compared to $75.4 million at the end of fiscal year 2004. Inventory at the end of fiscal year 2005 decreased to $34.6 million compared to $37.8 million at the end of fiscal year 2004. Management Commentary "Our business performed very well in the fourth fiscal quarter of 2005. Our net revenues were better than we expected and were driven by the continuing strong trend of consumers making holiday purchases online," said Michael G. Rubin, chairman and CEO of GSI Commerce. "Overall, we are pleased with the performance of both our new and existing partners' e-commerce businesses during the quarter. Fiscal 2005 was both a period of strong growth and improved profitability for GSI Commerce as well as a period marked by significant investments in our future. "For fiscal year 2006, we expect to continue our strong growth in revenues and even faster growth in profits," said Rubin. "At the same time, while we forecast strong growth and expanding profit margins, we will also continue to take a balanced approach toward improving our profitability while still investing to support our growth opportunity. In particular, in 2006 we expect to make incremental investments of approximately $17 million in fixed overhead to enhance our platform, with investments being made in all key areas of our business, including our technology, logistics, customer care and marketing services capabilities." Fiscal 2006 First Quarter and Annual Financial Guidance The following forward-looking statements reflect GSI Commerce's expectations as of Feb. 15, 2006. Given the potential changes in general economic conditions and consumer spending, the emerging nature of e-commerce and various other risk factors discussed below and in our public reports, actual results may differ materially. The company provides the following guidance for the fiscal 2006 first quarter: - Net revenues are expected to be in the range of $101 million to $106 million, or increase between 11 percent and 16 percent. - Merchandise sales are expected to be in the range of $176 million to $181 million, or increase between 29 percent and 33 percent. - Product sales are expected to be in the range of $80 million to $85 million, or increase between 4 percent and 11 percent. - Service fees are expected to be in the range of $18 million to $20 million, or increase between 22 percent and 36 percent. - Net loss is expected to be in the range of $3.0 million to $4.0 million. - Adjusted EBITDA is expected to be in the range of $0.5 million to $1.5 million. - Depreciation and amortization is expected to be approximately $4.0 million to $4.5 million, compared to $3.1 million in fiscal 2005's first quarter. - Stock-based compensation expense is expected to be approximately $1.5 million to $2.0 million, compared to a credit of $200,000 in fiscal 2005's first quarter, and includes the adoption of SFAS 123(R) beginning in 2006. In calculating stock-based compensation expense, it is assumed the company's stock price will remain unchanged from period to period for future quarters. - Net interest income is expected to be approximately $600,000 to $700,000, compared to $110,000 in fiscal 2005's first quarter. - Consistent with last year, the company does not intend to record a provision for income taxes in the first quarter of fiscal 2006. The company provides the following guidance for fiscal year 2006: - Net revenues are expected to be in the range of $530 million to $550 million, or an increase of between 20 percent and 25 percent. - Merchandise sales are expected to be in the range of $900 million to $950 million, or an increase of between 32 percent and 39 percent. - Product sales are expected to be the range of $415 million to $435 million, or an increase of between 17 percent and 22 percent. - Service fees are expected to be the range of $105 million to $115 million, or an increase of between 24 percent and 35 percent. - Net income is expected to be in the range of $5 million to $10 million, or an increase of between 92 percent and 285 percent. - Adjusted EBITDA is expected to be in the range of $30 million to $35 million, or an increase of between 45 percent and 69 percent. - Depreciation and amortization is expected to be approximately $19 million. - Stock-based compensation is expected to be approximately $7.5 million and includes the adoption of SFAS 123(R) beginning in 2006. In calculating stock-based compensation expense, it is assumed the company's stock price will remain unchanged from period to period for future quarters. - Net interest income is expected to be approximately $2.5 million. - A provision for income tax is expected to be in a range of 5 percent to 10 percent of pre-tax income. - Capital expenditures are expected to be in the range of $25 million to $30 million. Key Events Since Nov. 15, 2005 - In February, the company signed its first new partner of 2006. The unnamed apparel partner is expected to launch e-commerce operations in the second quarter of 2006. Revenues from the new partner will be recorded as service fees. The solution will include technology, fulfillment services and customer care operations. - The company launched new e-commerce operations for GNC Corporation and adidas. - In January, the company completed its acquisition of Aspherio, a Barcelona, Spain-based provider of outsourced e-commerce solutions for the international market. The acquisition is not expected to have a material impact on the company's financial results for fiscal year 2006. Non-GAAP Financial Measures This news release contains, and our scheduled conference call will present, the non-GAAP measures merchandise sales, adjusted EBITDA and certain ratios that use those measures. Merchandise sales represent 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 the company is the seller of the merchandise, or records the full amount of such sales on its financial statements. Merchandise sales also include product sales related to Aspherio. GSI Commerce uses 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 organizational costs such as business management 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 historical expenses and expense trends if they have visibility to GAAP net revenue as well as the non-GAAP financial measure merchandise sales and the percentages that such expenses bear to net revenues and merchandise sales. GSI Commerce also uses adjusted EBITDA, which represents earnings (or losses) before interest income/expense, income taxes, depreciation and amortization, and stock-based compensation. GSI Commerce uses adjusted 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 and annual basis, and does not consistently reflect GSI Commerce's results from its core business activities. 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. The non-GAAP financial measures included in this press release have been reconciled to the nearest GAAP measures as required under Securities and Exchange Commission rules and are contained elsewhere in this release. Fiscal Fourth Quarter 2005 and Fiscal Year 2005 Conference Call GSI Commerce has scheduled a conference call for today at 4:45 p.m. EST to review its fiscal 2005 fourth quarter and fiscal year 2005 operating results and to discuss the company's expectations for future performance. For access to the conference call, please call the toll-free conference number, 1-866-825-3308, by 4:30 p.m. EST, today. The conference passcode is "89917471." Alternatively, to listen to the call live on the Web, go to the GSI Commerce Web site, http://www.gsicommerce.com, and click on the link provided on the home page. Please do this at least 15 minutes prior to the call (4:30 p.m. EST) to register, download and install any necessary audio software. The conference call also will be broadcast live on the Web through CCBN StreetEvents (http://www.streetevents.com). For those who cannot listen to the live Webcast, a telephone replay of the conference call will be available one hour after the completion of the call and remain available through March 15. Access to a recording of the conference call can be made by calling toll-free, 1-888-286-8010. The telephone replay passcode is "79610584." In addition, access to an audio replay of the conference call's Webcast can be found on the home page of the GSI Commerce Web site. Access to the audio replay of the Webcast also will remain available through March 15. About GSI Commerce GSI Commerce is a leading provider of e-commerce solutions that enable retailers, branded manufacturers, entertainment companies and professional sports organizations to operate e-commerce businesses. We provide solutions for our partners through our integrated e-commerce platform, which is comprised of three components: core technology, supporting infrastructure and partner services. We either operate, or will operate pursuant to signed agreements, all or portions of the e-commerce businesses for more than 50 partners. Forward-Looking Statements All statements made in this release and to be made in GSI Commerce's fiscal 2005 fourth quarter and fiscal year 2005 conference call, including those in the tape recording, live audio and live Webcast 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," "project," "forecast," "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. 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 and the timing of its establishment, extension or termination of its relationships with strategic partners, 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, the performance of acquired businesses and the impact of SFAS 123(R). 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 SEC. GSI Commerce expressly disclaims any intent or obligation to update these forward-looking statements. GSI COMMERCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) January 1, December 31, 2005 2005 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 20,064 $ 48,361 Marketable securities 55,359 108,298 Accounts receivable, net of allowance of $408 and $727, respectively 14,734 24,288 Inventory 37,773 34,601 Prepaid expenses and other current assets 2,382 3,135 Total current assets 130,312 218,683 Property and equipment, net 74,387 87,851 Goodwill 13,453 13,932 Equity investments and other 2,847 1,210 Other assets, net of accumulated amortization of $4,416 and $7,885 respectively 10,824 10,970 Total assets $ 231,823 $ 332,646 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 58,023 $ 58,720 Accrued expenses and other 31,842 42,949 Deferred revenue 9,370 6,573 Current portion - long-term debt and other 971 637 Total current liabilities 100,206 108,879 Convertible notes - 57,500 Long-term debt and other 13,564 13,094 Total liabilities 113,770 179,473 Commitments and contingencies Stockholders' equity: Preferred stock, $0.01 par value, 4,990,000 shares authorized; 0 shares issued and outstanding as of January 1, 2005 and December 31, 2005 - - Common stock, $0.01 par value, 90,000,000 shares authorized; 41,584,061 and 44,469,969 shares issued as of January 1, 2005 and December 31, 2005, respectively; 41,582,851 and 44,469,766 shares outstanding as of January 1, 2005 and December 31, 2005, respectively 416 445 Additional paid in capital 294,471 329,103 Accumulated other comprehensive (loss) income (104) (2,344) Accumulated deficit (176,730) (174,031) Total stockholders' equity 118,053 153,173 Total liabilities and stockholders' equity $ 231,823 $ 332,646 - - GSI COMMERCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)
Three Months Ended Twelve Months Ended ---------------------------- ---------------------------- Jan. 1, Dec. 31, Jan. 1, Dec. 31, 2005 2005 2005 2005 ------------ ------------ ------------ ------------ Revenues: Net revenues from product sales $ 109,106 $ 135,080 $ 274,988 $ 355,374 Service fee revenues 26,453 37,174 60,116 85,018 Net revenues 135,559 172,254 335,104 440,392 Cost of revenues from product sales 80,140 98,079 203,383 263,829 Gross profit 55,419 74,175 131,721 176,563 Operating expenses: Sales and marketing, exclusive of $1,636, $1391, $2,711 and $3,200 reported below as stock-based compensation, respectively 27,975 40,547 79,157 104,303 Product development, exclusive of $347, $24, $351 and $398 reported below as stock-based compensation, respectively 6,063 7,996 20,228 28,435 General and administrative, exclusive of $429, ($184), $514 and $207 reported below as stock-based compensation, respectively 5,423 7,911 18,217 22,507 Stock-based compensation 2,412 1,231 3,576 3,805 Depreciation and amortization 2,966 4,203 10,944 14,635 Total operating expenses 44,839 61,888 132,122 173,685 Other (income) expense: Other (income) expense 492 553 560 582 Interest expense 240 786 538 2,220 Interest income (205) (1,111) (1,162) (2,944) Total other (income) expense 527 228 (64) (142) Income (loss) before income taxes 10,053 12,059 (337) 3,020 Provision for income taxes - 321 - 321 Net income (loss) 10,053 11,738 (337) 2,699 Earnings (loss) per share - basic and diluted: Net income (loss) - basic $ 0.24 $ 0.26 $ (0.01) $ 0.06 Net income (loss) - diluted $ 0.23 $ 0.25 $ (0.01) $ 0.06 Weighted average shares outstanding: basic 41,351 44,450 41,073 43,216 diluted 43,076 49,781 41,073 45,321
GSI COMMERCE, INC. AND SUBSIDIARIES ADJUSTED EBITDA AND RECONCILIATION TO GAAP RESULTS (In thousands) (Unaudited)
Three Months Ended Twelve Months Ended ------------------------ ------------------------ Jan. 1, Dec. 31, Jan. 1, Dec. 31, 2005 2005 2005 2005 ---------- ---------- ---------- ---------- Adjusted EBITDA: Net gain (loss) excluding interest income and expense, income taxes and charges for stock-based compensation and depreciation and amortization $ 15,466 $ 17,168 $ 13,559 $ 20,736 Reconciliation of Adjusted EBITDA to GAAP results: Adjusted EBITDA $ 15,466 $ 17,168 $ 13,559 $ 20,736 Interest expense 240 786 538 2,220 Interest income (205) (1,111) (1,162) (2,944) Income Taxes - 321 - 321 Stock-based compensation 2,412 1,231 3,576 3,805 Depreciation and amortization 2,966 4,203 10,944 14,635 Net income (loss) $ 10,053 $ 11,738 $ (337) $ 2,699
GSI COMMERCE, INC. AND SUBSIDIARIES MERCHANDISE SALES (1) AND RECONCILIATION TO GAAP RESULTS (Dollars in thousands) (Unaudited)
Three Months Ended ------------------------ Variance Jan. 1, Dec. 31, ------------------------ 2005 2005 Amount % ---------- ---------- ---------- ---------- Merchandise sales (1) - (a non-GAAP financial measure): Category: Sporting goods $ 91,247 $ 116,223 $ 24,976 27% Other 108,031 166,140 58,109 54% Total merchandise sales (1) - (a non-GAAP financial measure) $ 199,278 $ 282,363 $ 83,085 42% Net revenues - (GAAP basis): Net revenues from product sales: Category: Sporting goods $ 67,573 $ 93,136 $ 25,563 38% Other 41,533 41,944 411 1% Total net revenues from product sales 109,106 135,080 25,974 24% Service fee revenues 26,453 37,174 10,721 41% Total net revenues - (GAAP basis) $ 135,559 $ 172,254 $ 36,695 27% Reconciliation of merchandise sales (1) to net revenues: Merchandise sales (1) - (a non-GAAP financial measure): Category: Sporting goods $ 91,247 $ 116,223 $ 24,976 27% Other 108,031 166,140 58,109 54% Total merchandise sales (1) - (a non-GAAP financial measure) 199,278 282,363 83,085 42% Less: Sales by partners (2): Category: Sporting goods (23,674) (23,087) 587 -2% Other (66,498) (124,196) (57,698) 87% Total sales by partners (2) (90,172) (147,283) (57,111) 63% Add: Service fee revenues 26,453 37,174 10,721 41% Net revenues - (GAAP basis) $ 135,559 $ 172,254 $ 36,694 27%
(1) 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. It also includes product sales related to Aspherio. (2) 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 MERCHANDISE SALES (1) AND RECONCILIATION TO GAAP RESULTS (Dollars in thousands) (Unaudited)
Twelve Months Ended ------------------------ Variance Jan. 1, Dec. 31, ------------------------ 2005 2005 Amount % ---------- ---------- ---------- ---------- Merchandise sales (1) - (a non-GAAP financial measure): Category: Sporting goods $ 200,394 $ 261,568 $ 61,174 31% Other 274,586 420,429 145,843 53% Total merchandise sales (1) - (a non-GAAP financial measure) $ 474,980 $ 681,997 $ 207,017 44% Net revenues - (GAAP basis): Net revenues from product sales: Category: Sporting goods $ 164,530 $ 212,932 $ 48,402 29% Other 110,458 142,442 31,984 29% Total net revenues from product sales 274,988 355,374 80,386 29% Service fee revenues 60,116 85,018 24,902 41% Total net revenues - (GAAP basis) $ 335,104 $ 440,392 $ 105,288 31% Reconciliation of merchandise sales (1) to net revenues: Merchandise sales (1) - (a non-GAAP financial measure): Category: Sporting goods $ 200,394 $ 261,568 $ 61,174 31% Other 274,586 420,429 145,843 53% Total merchandise sales (1) - (a non-GAAP financial measure) 474,980 681,997 207,017 44% Less: Sales by partners (2): Category: Sporting goods (35,864) (48,636) (12,772) 36% Other (164,128) (277,987) (113,859) 69% Total sales by partners (2) (199,992) (326,623) (126,631) 63% Add: Service fee revenues 60,116 85,018 24,902 41% Net revenues - (GAAP basis) $ 335,104 $ 440,392 $ 105,288 31%
(1) 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. It also includes product sales related to Aspherio. (2) 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 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except per share data) (Unaudited) Twelve Months Ended ---------------------------- January 1, December 31, 2005 2005 ------------ ------------ Cash Flows from Operating Activities: Net (loss) income $ (337) $ 2,699 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 10,944 14,635 Stock-based compensation 3,576 3,805 Tax benefit in connection with exercise of stock options and awards - 83 Loss on disposal of equipment 113 78 Changes in operating assets and liabilities: Accounts receivable, net (9,836) (9,317) Inventory (14,863) 3,171 Prepaid expenses and other current assets (399) (659) Notes receivable (201) - Other assets, net (325) (397) Accounts payable and accrued expenses and other 38,049 13,005 Deferred revenue (5,627) (2,818) Net cash provided by operating activities 21,094 24,285 Cash Flows from Investing Activities: Acquisition of a controlling interest of a business, net of cash acquired - (440) Acquisition of property and equipment (34,717) (29,551) Payments received on notes receivable 3,246 - Other deferred cost - (95) Acquisition of intangible assets - (328) Cash paid for equity investment - (136) Purchases of marketable securities (64,131) (176,789) Sales of marketable securities 39,330 123,480 Net cash used in investing activities (56,272) (83,859) Cash Flows from Financing Activities Proceeds from convertible notes - 57,500 Debt issuance costs paid - (2,589) Repayments of loan - (339) Repayments of capital lease obligations (1,581) (452) Proceeds from mortgage note 13,000 - Repayments of mortgage note (55) (153) Proceeds from sales of common stock - 28,205 Equity issuance costs paid - (1,839) Proceeds from exercise of common stock options 5,070 7,526 Net cash provided by financing activities 16,434 87,859 Effect of exchange rate changes on cash and cash equivalents - 12 Net (decrease) increase in cash and cash equivalents (18,744) 28,297 Cash and cash equivalents, beginning of period 38,808 20,064 Cash and cash equivalents, end of period $ 20,064 $ 48,361 Contacts: Michael Conn Greg Ryan Chief Financial Officer Director, Corp. Communications tel: 610-491-7002 tel: 610-491-7294 e-mail: connm@gsicommerce.com e-mail: ryang@gsicommerce.com SOURCE GSI Commerce, Inc. -0- 02/15/2006 /CONTACT: Michael Conn, Chief Financial Officer, +1-610-491-7002, or connm@gsicommerce.com, or Greg Ryan, Director, Corp. Communications, +1-610-491-7294, or ryang@gsicommerce.com, both of GSI Commerce, Inc./ /First Call Analyst: / /FCMN Contact: ryang@gsicommerce.com / /Web site: http://www.gsicommerce.com / (GSIC)