EX-99.1 2 gc7607ex991.htm EXHIBIT 99.1

Exhibit 99.1

GSI Commerce Reports Fiscal 2006 Third Quarter Operating Results

          KING OF PRUSSIA, Pa., Oct. 25 /PRNewswire-FirstCall/ -- GSI Commerce Inc. (Nasdaq: GSIC) today announced that for its fiscal third quarter ended Sept. 30, 2006, the company reported net revenues of $118.5 million and a net loss of $6.2 million, or $0.14 per share, compared to net revenues of $84.9 million and a net loss of $4.5 million, or $0.10 per share, for 2005’s fiscal third quarter.

          Included in net loss and net loss per share for the fiscal third quarter of 2006 is a non-cash charge of approximately $0.7 million, to reduce the carrying value of the shares owned by the company in Odimo Incorporated from $0.9 million to approximately $0.1 million, which represents the market value of the shares as of Sept. 30.  These shares represent a portion of the consideration received when the company sold certain assets of Ashford.com to Odimo in fiscal 2002.  In addition, the company incurred cash and non-cash charges totaling $0.7 million related to the retirement of its former president and chief operating officer.  These two items, which were not included in the company’s financial guidance, impacted net loss for the quarter by $1.4 million or $0.03 per share.

          Other Financial Highlights

 

-

Merchandise sales were $233.0 million in the fiscal third quarter of 2006, an 84 percent increase compared to $126.6 million in the same period in fiscal 2005.  A definition of merchandise sales appears later in this news release under “Non-GAAP Financial Measures.”

 

 

 

 

-

Adjusted EBITDA was $1.4 million in the fiscal third quarter of 2006, compared to adjusted EBITDA of $12,000 in the same period in 2005.  A definition of adjusted EBITDA appears later in this news release under “Non-GAAP Financial Measures.”

 

 

 

 

-

Gross profit was $57.7 million in the fiscal third quarter of 2006, an increase of 69 percent compared to $34.2 million in the same period in 2005.

 

 

 

 

-

Gross margin was 48.7 percent in the fiscal third quarter of 2006, an increase of 840 basis points from 40.3 percent in the same period in 2005.

 

 

 

 

-

The company’s cash, cash equivalents and marketable securities at the end of the fiscal third quarter of 2006 was $103.5 million compared to $156.7 million at the end of fiscal year 2005, and compared to $112.2 million at the end of 2005’s fiscal third quarter.

          Management Commentary

          “We had a successful third quarter highlighted by strong revenue growth and a smaller-than-planned net loss,” said Michael G. Rubin, chairman and chief executive officer of GSI Commerce.  “In addition, with nine new partner deals signed so far in fiscal 2006 and four partner renewals signed during the fiscal third quarter, we feel good about our new business activity and our visibility into continued strong growth.  We are also pleased with the progress we are making on meaningful infrastructure expansion and improvement efforts, including the opening of a new call center this quarter, the securing of a location for a new fulfillment center to be opened in fiscal 2007 and the significant investments we are making to enhance our technology platform.  We remain encouraged that we can continue to demonstrate positive results while investing in our growing leadership position in this industry.”

          Fiscal Fourth Quarter 2006 and Annual Financial Guidance

          The following forward-looking statements reflect GSI Commerce’s expectations as of Oct. 25, 2006.  Given the risks relating to our business discussed below and in our public reports, actual results may differ materially.



          The company provides the following guidance for the fiscal 2006 fourth quarter:

 

-

Net revenues are expected to be in the range of $235 million to $245 million, or increase between 36 percent and 42 percent.

 

 

 

 

-

Merchandise sales are expected to be in the range of $500 million to $536 million, or increase between 77 percent and 90 percent.

 

 

 

 

-

Product sales are expected to be in the range of $177 million to $182 million, or increase between 31 percent and 35 percent.

 

 

 

 

-

Service fees are expected to be in the range of $57 million to $62 million, or increase between 53 percent and 67 percent.

 

 

 

 

-

Net income is expected to be in the range of $19.5 million to $20.5 million, or increase between 67 percent and 75 percent.

 

 

 

 

-

Adjusted EBITDA is expected to be in the range of $27 million to $28 million, or increase between 57 percent and 63 percent.

 

 

 

 

-

Depreciation and amortization is expected to be approximately $6.5 million, compared to $4.2 million in the fiscal fourth quarter of 2005.

 

 

 

 

-

Stock-based compensation expense is expected to be approximately $1.4 million, compared to $1.2 million in fiscal 2005’s fourth quarter, and includes the impact of SFAS 123(R).

 

 

 

 

-

Net interest income is expected to be approximately $0.7 million, compared to $0.3 million in fiscal 2005’s fourth quarter.

 

 

 

 

-

The company expects to record a provision for income taxes in the range of 2 percent to 3 percent of pre-tax income.

 

 

 

 

The company provides the following updated guidance for fiscal year 2006:

 

 

 

 

-

Net revenues are expected to be in the range of $587 million to $597 million, or an increase of between 33 percent and 36 percent.

 

 

 

 

-

Merchandise sales are expected to be in the range of $1.13 billion to $1.17 billion, or an increase of between 66 percent and 72 percent.

 

 

 

 

-

Product sales are expected to be in the range of $448 million to $453 million, or an increase of between 26 percent and 27 percent.

 

 

 

 

-

Service fees are expected to be in the range of $139 million to $144 million, or an increase of between 64 percent and 69 percent.

 

 

 

 

-

Net income is expected to be in the range of $5.5 million to $6.5 million, or an increase of between 103 percent and 141 percent.  Net income guidance includes $2.8 million of impairment charges taken in the first three fiscal quarters of 2006 related to the company’s investment in Odimo Incorporated and $0.7 million related to the retirement of the company’s former president and chief operating officer.




 

-

Adjusted EBITDA is expected to be in the range of $34 million to $35 million, or an increase of between 64 percent and 69 percent.

 

 

 

 

-

Depreciation and amortization is expected to be approximately $21 million.

 

 

 

 

-

Stock-based compensation is expected to be approximately $7.0 million.

 

 

 

 

-

Net interest income is expected to be approximately $3.0 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 $40 million to $45 million.

 

 

 

 

Key Events Since July 26, 2006

 

 

 

 

-

GSI Commerce renewed partner agreements with PBS, Nickelodeon, Palm and Rockport.

 

 

 

 

-

The company signed a new partner in the baby products category.  The new partner is the first e-commerce partner for which GSI Commerce is only providing order processing, fulfillment and customer care services.  The partner is expected to launch on the GSI Commerce platform in the fourth quarter.

 

 

 

 

-

The company signed a new, long-term agreement with an unnamed sporting goods partner in October.  GSI Commerce will own the inventory and will supply technology, order processing, customer care and fulfillment services.  The partner is expected to launch during the first quarter of 2007.

 

 

 

 

-

The company agreed to purchase and opened a 48,000-sq.-ft. customer care center in Eau Claire, Wis.  The company expects to receive approximately $4.5 million in tax credits, forgivable loans and training assistance from Wisconsin state and local governments. The call center began handling live contacts earlier this month.

 

 

 

 

-

The company signed a lease for a new fulfillment facility in Richwood, Ky., located about 80 miles from its current fulfillment operations in Louisville and Shepherdsville, Ky.  The company expects to open the facility late in the second quarter or early in the third quarter of 2007.  The facility is 540,000 square feet and will be the company’s most automated facility.  The company expects to receive approximately $5.0 million in tax credits and training assistance from Kentucky state and local governments.  After opening the new fulfillment center, GSI Commerce will operate approximately 1.7 million square feet of fulfillment space.

 

 

 

 

-

GSI Commerce purchased the remaining minority interest of a joint venture with a subsidiary of Simon Property Group L.P. for $3.2 million.  The joint venture was created in 2003 and controlled certain of the company’s contracts in the apparel category.  The transaction closed at the end of the fiscal third quarter.

 

 

 

 

-

The company announced the retirement of its president and chief operating officer, Robert Blyskal effective October 2006.  Michael Rubin, the company’s chairman and CEO has assumed the role of president.  The company does not plan to fill the position of chief operating officer at this time.




          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.  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, loss on investment, income taxes, depreciation and amortization, cumulative effect of change in accounting principle related to the adoption of SFAS 123(R) 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 historically has been materially impacted by fluctuations in the price of GSI Commerce’s common stock both on a quarterly and annual basis, and is now materially impacted by the adoption of SFAS 123(R), 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 Third Quarter 2006 Conference Call

          GSI Commerce has scheduled a conference call for today at 4:45 p.m. EDT to review its fiscal 2006 third quarter 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, 1-800-706-7741, by 4:30 p.m. EDT, on Oct. 25.  The conference passcode is “58313555.”  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. EDT) 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 Nov. 27.  Access to a recording of the conference call can be made by calling toll-free, 1-888- 286-8010.  The telephone replay passcode is “37952950.”  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 Nov. 27. 

          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: technology, logistics and customer care, and marketing services.  We provide e-commerce solutions for approximately 60 partners. 



          Forward-Looking Statements

          All statements made in this release and to be made in GSI Commerce’s fiscal 2006 third quarter conference call, including those in the tape recording, Webcast replay, 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,” “schedule” 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, confidential and proprietary information, 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)

 

 

December 31, 2005

 

September 30, 2006

 

 

 



 



 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

48,361

 

$

14,549

 

Marketable securities

 

 

108,298

 

 

88,999

 

Accounts receivable, net of allowance of $727 and $598

 

 

24,288

 

 

23,427

 

Inventory

 

 

34,601

 

 

43,332

 

Prepaid expenses and other current assets

 

 

3,135

 

 

7,780

 

Total current assets

 

 

218,683

 

 

178,087

 

Property and equipment, net

 

 

87,851

 

 

96,745

 

Goodwill

 

 

13,932

 

 

17,786

 

Equity investments and other

 

 

1,210

 

 

2,578

 

Other assets, net of accumulated amortization of $7,885 and $10,721

 

 

10,970

 

 

13,181

 

Total assets

 

$

332,646

 

$

308,377

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

58,720

 

$

36,119

 

Accrued expenses and other

 

 

42,949

 

 

38,548

 

Deferred revenue

 

 

6,573

 

 

12,209

 

Current portion - long-term debt and other

 

 

637

 

 

591

 

Total current liabilities

 

 

108,879

 

 

87,467

 

Convertible notes

 

 

57,500

 

 

57,500

 

Long-term debt and other

 

 

13,094

 

 

12,741

 

Total liabilities

 

 

179,473

 

 

157,708

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 4,990,000 shares authorized; 0 shares issued and outstanding as of December 31, 2005 and September 30, 2006.

 

 

—  

 

 

—  

 

Common stock, $0.01 par value, 90,000,000 shares authorized; 44,469,969 and 45,394,136 shares issued as of December 31, 2005 and September 30, 2006, respectively; 44,469,766 and 45,393,933 shares outstanding as of December 31, 2005 and September 30, 2006, respectively

 

 

445

 

 

454

 

Additional paid in capital

 

 

329,103

 

 

338,675

 

Accumulated other comprehensive loss

 

 

(2,344

)

 

(262

)

Accumulated deficit

 

 

(174,031

)

 

(188,198

)

Total stockholders’ equity

 

 

153,173

 

 

150,669

 

Total liabilities and stockholders’ equity

 

$

332,646

 

$

308,377

 




GSI COMMERCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

 

 


 


 

 

 

Oct. 1, 2005

 

Sept. 30, 2006

 

Oct. 1, 2005

 

Sept. 30, 2006

 

 

 



 



 



 



 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from product sales

 

$

68,484

 

$

84,673

 

$

220,294

 

$

270,856

 

Service fee revenues

 

 

16,422

 

 

33,802

 

 

47,844

 

 

81,490

 

Net revenues

 

 

84,906

 

 

118,475

 

 

268,138

 

 

352,346

 

Cost of revenues from product sales

 

 

50,724

 

 

60,811

 

 

165,749

 

 

200,914

 

Gross profit

 

 

34,182

 

 

57,664

 

 

102,389

 

 

151,432

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing, inclusive of $699, $668, $1,808, and $3,046, of stock-based compensation

 

 

22,366

 

 

34,824

 

 

65,563

 

 

94,398

 

Product development, inclusive of $151, $215, $375, and $635 of stock-based compensation

 

 

7,565

 

 

13,944

 

 

20,814

 

 

31,111

 

General and administrative, inclusive of $236, $1,232, $391, and $2,205, of stock-based compensation

 

 

5,088

 

 

9,465

 

 

14,987

 

 

24,827

 

Depreciation and amortization

 

 

3,693

 

 

5,535

 

 

10,433

 

 

14,912

 

Total operating expenses

 

 

38,712

 

 

63,768

 

 

111,797

 

 

165,248

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

788

 

 

776

 

 

1,434

 

 

2,332

 

Interest income

 

 

(1,015

)

 

(1,445

)

 

(1,834

)

 

(4,428

)

Other expense

 

 

237

 

 

194

 

 

31

 

 

101

 

Loss on investment

 

 

—  

 

 

737

 

 

—  

 

 

2,763

 

Total other (income) expense

 

 

10

 

 

262

 

 

(369

)

 

768

 

Loss before income taxes and cumulative effect of change in accounting principle

 

 

(4,540

)

 

(6,366

)

 

(9,039

)

 

(14,584

)

Benefit for income taxes

 

 

—  

 

 

(151

)

 

—  

 

 

(149

)

Net loss before cumulative effect of change in accounting principle

 

 

(4,540

)

 

(6,215

)

 

(9,039

)

 

(14,435

)

Cumulative effect of change in accounting principle

 

 

—  

 

 

—  

 

 

—  

 

 

268

 

Net loss

 

$

(4,540

)

$

(6,215

)

$

(9,039

)

$

(14,167

)

Basic and diluted loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior to cumulative effect of change in accounting principle

 

$

(0.10

)

$

(0.14

)

$

(0.21

)

$

(0.32

)

Cumulative effect of change in accounting principle

 

$

—  

 

$

—  

 

$

—  

 

$

0.01

 

Net loss

 

$

(0.10

)

$

(0.14

)

$

(0.21

)

$

(0.31

)

Weighted average shares outstanding - basic and diluted

 

 

44,203

 

 

45,344

 

 

42,805

 

 

45,005

 

Prior period Sales and marketing expenses, Product development expenses, and General and administrative expenses have been reclassified to be inclusive of stock based compensation.  The purpose of the reclassifications are to conform the prior period amounts to the classifications used in the current period.



GSI COMMERCE, INC. AND SUBSIDIARIES
ADJUSTED EBITDA AND RECONCILIATION TO GAAP RESULTS
(In thousands)
(Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

 

 


 


 

 

 

Oct. 1, 2005

 

Sept. 30, 2006

 

Oct. 1, 2005

 

Sept. 30, 2006

 

 

 



 



 



 



 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain excluding interest income and expense, income taxes, loss on investment, charges for stock- based compensation, depreciation and amortization and a cumulative effect of change in accounting principle

 

$

12

 

$

1,352

 

$

3,568

 

$

6,881

 

Reconciliation of Adjusted EBITDA to GAAP results:

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

12

 

$

1,352

 

$

3,568

 

$

6,881

 

Interest expense

 

 

788

 

 

776

 

 

1,434

 

 

2,332

 

Interest income

 

 

(1,015

)

 

(1,445

)

 

(1,834

)

 

(4,428

)

Loss on investment

 

 

—  

 

 

737

 

 

—  

 

 

2,763

 

Income taxes

 

 

—  

 

 

(151

)

 

—  

 

 

(149

)

Stock-based compensation

 

 

1,086

 

 

2,115

 

 

2,574

 

 

5,886

 

Depreciation and amortization

 

 

3,693

 

 

5,535

 

 

10,433

 

 

14,912

 

Cumulative effect of change in accounting principle

 

 

—  

 

 

—  

 

 

—  

 

 

(268

)

Net loss

 

$

(4,540

)

$

(6,215

)

$

(9,039

)

$

(14,167

)

GSI COMMERCE, INC. AND SUBSIDIARIES
MERCHANDISE SALES (1) AND RECONCILIATION TO GAAP RESULTS
(Dollars in thousands)
(Unaudited)

 

 

Three Months Ended

 

Variance

 

 

 


 


 

 

 

 

Oct. 1, 2005

 

 

Sept. 30, 2006

 

 

Amount

 

 

%

 

 

 



 



 



 



 

Merchandise sales (1) - (a non-GAAP financial measure):

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

$

46,456

 

$

70,033

 

$

23,577

 

 

51

%

Other

 

 

80,176

 

 

162,945

 

 

82,769

 

 

103

%

Total merchandise sales (1) - (a non-GAAP financial measure)

 

$

126,632

 

$

232,978

 

$

106,346

 

 

84

%

Net revenues - (GAAP basis):

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from product sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

$

38,111

 

$

55,855

 

$

17,744

 

 

47

%

Other

 

 

30,373

 

 

28,818

 

 

(1,555

)

 

-5

%

Total net revenues from product sales

 

 

68,484

 

 

84,673

 

 

16,189

 

 

24

%

Service fee revenues

 

 

16,422

 

 

33,802

 

 

17,380

 

 

106

%

Total net revenues - (GAAP basis)

 

$

84,906

 

$

118,475

 

$

33,569

 

 

40

%

Reconciliation of merchandise sales (1) to net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Merchandise sales (1) - (a non-GAAP financial measure):

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

$

46,456

 

$

70,033

 

$

23,577

 

 

51

%

Other

 

 

80,176

 

 

162,945

 

 

82,769

 

 

103

%

Total merchandise sales (1) - (a non-GAAP financial measure)

 

 

126,632

 

 

232,978

 

 

106,346

 

 

84

%

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales by partners (2):

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

 

(8,345

)

 

(14,178

)

 

(5,833

)

 

70

%

Other

 

 

(49,803

)

 

(134,127

)

 

(84,324

)

 

169

%

Total sales by partners (2)

 

 

(58,148

)

 

(148,305

)

 

(90,157

)

 

155

%

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Service fee revenues

 

 

16,422

 

 

33,802

 

 

17,380

 

 

106

%

Net revenues - (GAAP basis)

 

$

84,906

 

$

118,475

 

$

33,569

 

 

40

%



(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.

 

 

(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)

 

 

Nine Months Ended

 

Variance

 

 

 


 


 

 

 

Oct. 1, 2005

 

Sept. 30, 2006

 

Amount

 

%

 

 

 



 



 



 



 

Merchandise sales (1) - (a non-GAAP financial measure):

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

$

145,346

 

$

207,580

 

$

62,234

 

 

43

%

Other

 

 

254,288

 

 

424,320

 

$

170,032

 

 

67

%

Total merchandise sales (1) - (a non-GAAP financial measure)

 

$

399,634

 

$

631,900

 

$

232,266

 

 

58

%

Net revenues - (GAAP basis):

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from product sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

$

119,797

 

$

166,408

 

$

46,611

 

 

39

%

Other

 

 

100,497

 

 

104,448

 

 

3,951

 

 

4

%

Total net revenues from product sales

 

 

220,294

 

 

270,856

 

 

50,562

 

 

23

%

Service fee revenues

 

 

47,844

 

 

81,490

 

 

33,646

 

 

70

%

Total net revenues - (GAAP basis)

 

$

268,138

 

$

352,346

 

$

84,208

 

 

31

%

Reconciliation of merchandise sales (1) to net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Merchandise sales (1) - (a non-GAAP financial measure):

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

$

145,346

 

$

207,580

 

$

62,234

 

 

43

%

Other

 

 

254,288

 

 

424,320

 

 

170,032

 

 

67

%

Total merchandise sales (1) - (a non-GAAP financial measure)

 

 

399,634

 

 

631,900

 

 

232,266

 

 

58

%

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales by partners (2):

 

 

 

 

 

 

 

 

 

 

 

 

 

Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods

 

 

(25,549

)

 

(41,172

)

 

(15,623

)

 

61

%

Other

 

 

(153,791

)

 

(319,872

)

 

(166,081

)

 

108

%

Total sales by partners (2)

 

 

(179,340

)

 

(361,044

)

 

(181,704

)

 

101

%

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Service fee revenues

 

 

47,844

 

 

81,490

 

 

33,646

 

 

70

%

Net revenues - (GAAP basis)

 

$

268,138

 

$

352,346

 

$

84,208

 

 

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.

 

 

(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)

 

 

Nine Months Ended

 

 

 


 

 

 

October 1,
2005

 

September 30,
2006

 

 

 



 



 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net loss

 

$

(9,039

)

$

(14,167

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

10,433

 

 

14,912

 

Stock-based compensation

 

 

2,574

 

 

5,886

 

Loss on investment

 

 

—  

 

 

2,763

 

Loss on disposal of equipment

 

 

—  

 

 

334

 

Cumulative effect of change in accounting principle

 

 

—  

 

 

(268

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

1,325

 

 

912

 

Inventory

 

 

3,838

 

 

(8,727

)

Prepaid expenses and other current assets

 

 

(1,021

)

 

(4,644

)

Other assets, net

 

 

229

 

 

(2,414

)

Accounts payable and accrued expenses and other

 

 

(31,657

)

 

(26,155

)

Deferred revenue

 

 

(2,970

)

 

5,732

 

Net cash used in operating activities

 

 

(26,288

)

 

(25,836

)

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Payments for acquisitions of businesses, net of cash acquired

 

 

(440

)

 

(5,847

)

Cash paid for property and equipment

 

 

(23,178

)

 

(26,955

)

Proceeds from government grant related to corporate headquarters

 

 

—  

 

 

2,925

 

Other deferred cost

 

 

(347

)

 

95

 

Cash paid for equity investments

 

 

(136

)

 

(2,435

)

Purchases of marketable securities

 

 

(116,971

)

 

(172,315

)

Sales of marketable securities

 

 

76,525

 

 

191,803

 

Net cash used in investing activities

 

 

(64,547

)

 

(12,729

)

Cash Flows from Financing Activities

 

 

57,500

 

 

—  

 

Proceeds from convertible notes

 

 

 

 

 

 

 

Debt issuances costs paid

 

 

(2,588

)

 

—  

 

Repayments of loan

 

 

(339

)

 

—  

 

Repayments of capital lease obligations

 

 

(378

)

 

(388

)

Repayments of mortgage note

 

 

(110

)

 

(139

)

Proceeds from sales of common stock

 

 

28,205

 

 

—  

 

Equity issuance costs paid

 

 

(1,838

)

 

—  

 

Proceeds from exercise of common stock options and warrants

 

 

6,995

 

 

5,252

 

Net cash provided by financing activities

 

 

87,447

 

 

4,725

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(4

)

 

28

 

Net decrease in cash and cash equivalents

 

 

(3,392

)

 

(33,812

)

Cash and cash equivalents, beginning of period

 

 

20,064

 

 

48,361

 

Cash and cash equivalents, end of period

 

$

16,672

 

$

14,549

 


 

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-                                        10/25/2006
          /CONTACT:  Michael Conn, Chief Financial Officer, +1-610-491-7002, e-mail: connm@gsicommerce.com, or Greg Ryan, Director, Corp. Communications, +1-610-491-7294, e-mail: ryang@gsicommerce.com, both of GSI Commerce/
          /Web site:  http://www.gsicommerce.com /
          (GSIC)