GSI Commerce reported that net revenues for the third quarter were $84.9 million, a 24% increase compared to $68.6 million in the same period last year. Merchandise sales were $126.6 million for the quarter, a 26% increase compared to $100.2 million in the same period in fiscal 2004. Net revenues from product sales from the sporting goods category were $38.1 million up 28% compared to $29.8 million for the same period last year. Merchandise sales from the sporting goods category were $46.5 million for the third quarter of fiscal 2005, a 29% increase compared to $36.1 million in the same period last year. Net revenues from product sales from other categories were $30.4 million for the third quarter of fiscal 2005, a 17% increase compared to $26.0 million for the same period last year. Merchandise sales from other categories were $80.2 million for the third quarter of fiscal 2005, a 25% increase compared to $64.1 million in the same period last year. Service fee revenues were $16.4 million in the third quarter of fiscal 2005, a 29% increase compared to $12.7 million in the same period last year.

Net loss was $4.5 million or 10 cents per share for the third quarter of fiscal 2005, compared to a net loss of $3.0 million, or 7 cents per share in the same period last year. Adjusted EBITDA was approximately break even for the third quarter of fiscal 2005, compared to an adjusted EBITDA loss of $0.1 million in the same period last year.

Gross profit was $34.2 million in the third quarter of fiscal 2005, an increase of 29% compared to $26.4 million in the same period last year. Gross margin was 40.3% in the third quarter of fiscal 2005, an increase of 180 basis points from 38.5% in the same period last year. Total operating expenses were $38.7 million for the third quarter of fiscal 2005, a 31% increase compared to $29.6 million for the same period last year. Total operating expenses, as a percentage of net revenues, increased to
45.6% in the third quarter of fiscal 2005 compared to 43.0% in the third quarter of fiscal 2004.
Total operating expenses of $38.7 million, as a percentage of
merchandise sales of $126.6 million, were 30.6% in the third
quarter of fiscal 2005. This compared to total operating expenses of
$29.6 million in the same period last year, which as a percentage of
merchandise sales of $100.2 million, was 29.5%.

Balance Sheet

The company's cash, cash equivalents and marketable securities at the end of the third fiscal quarter of 2005 were $112.2 million compared to $75.4 million at the end of fiscal year 2004, and $45.5 million at the end of third fiscal quarter of 2004.

Management Commentary

“We are pleased to have resolved the issues that caused us to delay the release of our 2005 fiscal third quarter operating results and suggest that investors read the separate press release that we issued today that discusses the resolution of these matters,” said Michael G. Rubin, chairman and CEO of GSI Commerce. “As for our third quarter results, net revenues for the fiscal third quarter exceeded the high end of our guidance range and gross margins were solid. This demonstrates the strength of our underlying business. As previously announced, our adjusted EBITDA and net income were below our guidance due to the cost of partner launches in the second half of fiscal 2005 being greater than our original expectations and, to a lesser extent, because of modest delays in actual launch dates. We are excited to have launched six new sites for five partners between September and November and we look forward to their future contribution.

“For the full year, we expect net revenues to be approximately $432 million and net income to be approximately $5.0 million. Our net income guidance is modestly lower than the guidance of $5.5 million to $6.5 million that we issued on Oct. 26, primarily due to one launch that we had previously planned for November 2005 being moved to January 2006, and additional professional fees related to the resolution of the two previously disclosed matters that caused the delay of our operating results. We do not expect these issues to have an impact on fiscal 2006.”

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

                              Three Months Ended         Nine Months Ended
                            October 2,   October 1,  October 2,    October 1,
                               2004         2005        2004          2005
                          (as restated)             (as restated)
    Revenues:
        Net revenues from
         product sales        $55,873      $68,484     $165,882      $220,294
        Service fee
         revenues              12,715       16,422       33,663        47,844

              Net revenues     68,588       84,906      199,545       268,138
    Cost of revenues from
     product sales             42,171       50,724      123,243       165,749

              Gross profit     26,417       34,182       76,302       102,389

    Operating expenses:
        Sales and marketing,
         exclusive of $385,
         $699, $1,075 and
         $1,808 reported below
         as stock-based
         compensation expense  16,818       21,667       51,182        63,755
        Product development,
         exclusive of $1,
         $151, $3 and $375
         reported below as
         stock-based
         compensation expense   5,137        7,414       14,165        20,439
        General and
         administrative,
         exclusive of ($2),
         $236, $86 and $391
         reported below as
         stock-based
         compensation expense   4,499        4,852       12,794        14,596
        Stock-based
         compensation             384        1,086        1,164         2,574
        Depreciation and
         amortization           2,733        3,693        7,978        10,433

              Total operating
               expenses        29,571       38,712       87,283       111,797

    Other (income) expense:
        Interest expense          244          788          298         1,434
        Interest income          (423)      (1,015)        (955)       (1,834)
        Other (income) expense     66          237           66            31

              Total other
               (income)
               expense           (113)          10         (591)         (369)

    Net loss                  $(3,041)     $(4,540)    $(10,390)      $(9,039)

    Loss per share - basic
     and diluted:
        Net loss               $(0.07)      $(0.10)      $(0.25)       $(0.21)