GSI Commerce increased its net revenues 28% to $64.7 million and reported a net loss of $3.1 million, or 8 cents per share, decreasing the company's net loss by $631,000, or 2 cents per share, compared to last year's second fiscal quarter. For the same comparable periods, adjusted EBITDA, a non-GAAP financial measure, improved by approximately $394,000 to a loss of $535,000, and net merchandise sales, also a non-GAAP financial measure, rose 63 percent to $89.6 million. Definitions of the non-GAAP financial measures, adjusted EBITDA and net merchandise sales, a discussion of why the company uses these measures and a reconciliation of these measures to the nearest GAAP measures appear later in this news release.

Net revenues were $64.7 million for the second quarter of fiscal 2004, which was a 28 percent increase compared to net revenues of $50.3 million for the second quarter of fiscal 2003.

Net revenues from product sales generated by the company's sporting goods category were $33.6 million for the second quarter of fiscal 2004, which was a 24 percent increase compared to $27.0 million for the second quarter of fiscal 2003. Net revenues from product sales generated by the company's other merchandise categories were $19.5 million for the second quarter of fiscal 2004, which was a 4.0 percent increase compared to $18.7 million for the second quarter of fiscal 2003. The company launched the Treo 600 smartphone from palmOne on the GSI Commerce platform approximately one month later than planned which, together with a lengthy product availability backlog for this popular product line, negatively impacted product revenues in the other merchandise sales category in the quarter.

Service fee revenues increased 150 percent to $11.6 million in the second quarter of fiscal 2004 compared to $4.6 million in the second quarter of fiscal 2003.

Net merchandise sales were $89.6 million for the second quarter of fiscal 2004, a 63 percent increase compared to net merchandise sales of $54.8 million for the second quarter of fiscal 2003. Net 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.

Net merchandise sales from the sporting goods category increased 40 percent in the second quarter of fiscal 2004 to $37.9 million compared to $27.0 million in the second quarter of fiscal 2003. Net merchandise sales from the company's other merchandise categories increased 86 percent in the second quarter of fiscal 2004 to $51.7 million from $27.8 million in the second quarter of fiscal 2003.

The company had a net loss of $3.1 million for the second quarter of fiscal 2004, which was an improvement of approximately $631,000 compared to the net loss of $3.8 million for the second quarter of fiscal 2003.

The company showed a $0.02 per share improvement with a net loss per share of $0.08 for the second quarter of fiscal 2004 compared to a net loss per share of $0.10 for the second quarter of fiscal 2003.

The company showed a $394,000 improvement in adjusted EBITDA, with an adjusted EBITDA loss of $535,000 in the second quarter of fiscal 2004 compared to an adjusted EBITDA loss of $929,000 in the second quarter of fiscal 2003. The company incurred severance, recruiting and other expenses of approximately $500,000 related to executive management transitions in the second quarter of fiscal 2004, which had not been considered in the company's guidance issued in the fiscal 2004 first quarter operating results news release. Adjusted EBITDA represents earnings (or losses) before interest income/expense, taxes, depreciation, amortization, and stock-based compensation.

The company's gross profit improved 47 percent to $25.1 million in the second quarter of fiscal 2004 compared to a gross profit of $17.0 million in the second quarter of fiscal 2003. Gross margin improved to 38.8 percent for the second quarter of fiscal 2004 from 33.8 percent in the second quarter of fiscal 2003, an increase of 500 basis points.

Total operating expenses were $28.5 million for the second quarter of fiscal 2004, an increase of 35 percent compared to $21.1 million for the second quarter of fiscal 2003. Total operating expenses, as a percentage of net revenues, increased to 44 percent in the second quarter of fiscal 2004 compared to 42 percent in the second quarter of fiscal 2003.

Total operating expenses of $28.5 million, as a percentage of net merchandise sales of $89.6 million, were 32 percent in the second quarter of fiscal 2004. This compared to total operating expenses of $21.1 million in the second quarter of fiscal 2003, which, as a percentage of net merchandise sales of $54.8 million, were 38 percent.

The company's cash, cash equivalents, short-term investments and marketable securities at the end of fiscal 2004's second quarter were $48.2 million compared to $69.5 million at fiscal 2003 year-end, a decrease of $21.3 million, which was primarily attributable to the expected seasonality of working capital and, to a lesser extent, the purchase of a new company headquarters building. Cash, cash equivalents, short-term investments and marketable securities at the end of fiscal 2004's second quarter decreased $1.2 million compared to the $49.4 million at the end of fiscal 2003's second quarter. During fiscal 2004's second quarter, the company purchased a new headquarters building in King of Prussia, Pa., for $17 million and secured a 10-year, $13-million mortgage loan.

The company's inventory at the end of fiscal 2004's second quarter was $22.0 million compared to $22.9 million at fiscal 2003 year-end, a decrease of $879,000. Comparing inventory at the end of fiscal 2004's second quarter to the end of fiscal 2003's second quarter, inventory increased $1.7 million to $22.0 million from $20.3 million.

“GSI Commerce has performed well since our last report,” said Michael Rubin, chairman and CEO of GSI Commerce. “We have generated strong growth from sports and other categories, improved our bottom line, continued our strategy of meaningfully investing in our business to support our substantial growth opportunity and added key new partners. We are on track to meet our guidance and are also positioned well for future growth.”

  Highlights since April 28, 2004
  --  Polo Ralph Lauren and Timberland successfully launched their e-
      commerce stores at http://www.polo.com/ and http://www.timberland.com/,
      respectively, on GSI Commerce's e-commerce platform.

  --  The company signed new partner agreements with two luxury brand
      designers and retailers of high-quality apparel, accessories and home
      products.  The company expects to launch these partners' online
      stores on GSI Commerce's e-commerce platform later this year.

  --  GSI Commerce secured a multi-year contract extension with palmOne,
      Inc. In addition to continuing to operate palmOne's
      online stores in the United States and Canada, GSI Commerce will
      replace and operate palmOne's Treo(TM) online store, currently
      operated in-house by palmOne.  The new site will include phone
      activation services and credit authorization interfaces with an
      expanded list of telecommunication carriers, including AT&T, Sprint,
      Cingular, T-Mobile and Verizon.

  --  GSI Commerce signed a multi-year extension of its contract to operate
      the online retail store for Reebok International Ltd., a leading
      worldwide designer, marketer and distributor of sports, fitness and
      casual footwear, apparel and equipment.

  --  Robert Blyskal was named to the newly created position of co-
      president and chief operating officer.  Blyskal directly oversees the
      business management, technology and information services, and
      fulfillment and customer service groups and reports to Michael Rubin.

  --  The company's e-commerce platform was selected by more of the Top 300
      Web retailers in the United States than any other solution provider's
      platform, according to research published in June by Internet
      Retailer Magazine in its "2004 Top 300 Guide."

  --  GSI Commerce completed the purchase of a new 104,000-square-foot
      headquarters building in King of Prussia, Pa.  The company intends to
      occupy the building in the fourth quarter of fiscal 2004, enabling it
      to consolidate its headquarters staff into one facility from the
      three facilities it currently occupies.

  --  GSI Commerce leased a 400,000-square-foot fulfillment center.  This
      is GSI Commerce's second fulfillment facility.  The lease is
      contingent upon receiving certain tax-related incentives from the
      state where the facility is located.  Provided that the state
      incentives are approved, GSI Commerce intends to operate the
      facility, which would nearly double fulfillment capacity to 870,000
      square feet from 470,000 square feet, beginning in the fourth quarter
      of fiscal 2004.


The company provides the following guidance for the fiscal 2004 third quarter:

  --  Net revenues are expected to be in the range of $62 million to $67
      million.

  --  Net merchandise sales are expected to be in the range of $92 million
      to $97 million.

  --  Net loss is expected to be in the range of $4.9 million to $3.9
      million.

  --  Adjusted EBITDA loss is expected to be in the range of a $1.5 million
      to $500,000.

The company provides the following guidance for the fiscal 2004 fourth quarter:

  --  Net revenues are expected to be in the range of $117 million to $130
      million.

  --  Net merchandise sales are expected to be in the range of $177.5
      million to $190.5 million.

  --  Net income is expected to be in the range of $12.1 million to $13.1
      million.

  --  Adjusted EBITDA is expected to be in the range of $16.6 million to
      $17.1 million.

  The company also updates its previous guidance for fiscal 2004:
  --  Net revenues are expected to be in the range of $310 million to $328
      million.

  --  Net merchandise sales are expected to be in the range of $445 million
      to $463 million.

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

  --  Adjusted EBITDA is expected to be in the range of $13.5 million to
      $15 million.

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


                                        Three Months Ended Six Months Ended
                                        June 28,  July 3, June 28,  July 3,
                                          2003     2004     2003      2004

  Revenues:
       Net revenues from product sales  $45,722  $53,131  $89,895  $110,009
       Service fee revenues               4,626   11,558    9,332    20,948

            Net revenues                 50,348   64,689   99,227   130,957
  Cost of revenues from product sales    33,307   39,564   65,160    81,072

            Gross profit                 17,041   25,125   34,067    49,885

  Operating expenses:
       Sales and marketing, exclusive
        of $279, $195, $508 and $689
        reported below as stock-based
        compensation, respectively       11,095   16,787   24,219    34,236
       Product development, exclusive
        of $0, $(47), $0 and $2
        reported below as stock-based
        compensation, respectively        3,418    4,498    7,117     8,981
       General and administrative,
        exclusive of $125, $5, $184 and
        $89 reported below as stock-based
        compensation, respectively        3,457    4,375    6,538     8,295
       Stock-based compensation             404      153      692       780
       Depreciation and amortization      2,734    2,646    5,432     5,245

            Total operating expenses     21,108   28,459   43,998    57,537

  Other (income) expense:
       Interest expense                     -         54      -          54
       Interest income                     (290)    (242)    (671)     (532)

           Total other (income) expense    (290)    (188)    (671)     (478)

  Net loss                              $(3,777) $(3,146) $(9,260)  $(7,174)

  Losses per share - basic and diluted:
       Net loss                          $(0.10)  $(0.08)  $(0.24)   $(0.18)

  Weighted average shares outstanding:
       basic and diluted                 38,838   40,991   38,811    40,930