GSI Commerce Inc. saw net revenues increase 38% for the fiscal year to $609.6 million from $440.4 million last year.
Merchandise sales increased 74% to $1.2 billion from $682.0 million. Net income increased to $53.7 million or $1.10 per diluted share from $2.7 million or 6 cents per diluted share. Fiscal year 2006 net income is inclusive of a favorable non-cash income tax benefit of $44.4 million.

“Our 2006 achievements demonstrate our ability to execute our strategy, highlighted by record financial results, nine new multiyear partner agreements and the extension of five partner relationships,” said Michael G. Rubin, chairman and CEO of GSI Commerce. “Continuing investment in our platform fueled our growth as we delivered new functions, features, facilities and services to our partners. I am excited about the company's outlook for 2007, and I am confident we will continue to deliver strong financial results while simultaneously investing in our business. Specifically, we plan to invest an estimated $12 million in discretionary fixed operating expenses in fiscal 2007 to enhance our global capabilities, strengthen our technology infrastructure, nearly double the investment in our technology product roadmap, automate our newest fulfillment center, increase our sales and marketing organization, and expand our management team. I expect that the combination of these investments and our strategic focus will further strengthen our leadership position in the industry.”

“GSI's fiscal year 2006 financial performance exceeded expectations driven by a solid performance in our seasonally strong fourth quarter. Notable accomplishments included an accelerated revenue growth rate, our seventh consecutive year of increased operating and adjusted EBITDA margins, significant growth in our cash flow from operations and our first year of positive free cash flow,” said Michael Conn, CFO of GSI Commerce. “Our fiscal 2007 guidance reflects expectations for continued momentum in our business. Similar to fiscal 2006, we expect that our investment spending will cause year-over-year earnings declines in the first three quarters of the year followed by strong year-over-year growth in income from operations, adjusted EBITDA and non-GAAP net income in the fourth quarter of fiscal 2007. However, due to the large non-cash income tax benefit we recorded in fiscal 2006, we would expect year-over-year declines in GAAP net income in all four quarters of fiscal 2007.”

For the fourth quarter, net revenue increased 49% to $257.2 million from $172.3 million. Merchandise sales increased 97% to $555.9 million from $282.4 million. Net income increased to $67.9 million or $1.33 per diluted share from
$11.7 million or 25 cents per diluted share. Fiscal 2006 fourth quarter net income is inclusive of a favorable non-cash income tax benefit of $44.4 million.


2007 Fiscal Year and First Quarter Financial Guidance

The company provides the following guidance for fiscal year 2007 (dollars
in millions):

    GAAP Guidance                      Non-GAAP Guidance
                           Range                                     Range
    Net revenue         $685 - $735    Merchandise sales (a)   $1,500 - $1,600
    Income from
     operations            $8 - $13    Adjusted EBITDA (b)           $50 - $55
    Net income            $34 - $39    Non-GAAP net income (c)   $19.5 - $24.5

The following additional fiscal 2007 year guidance is presented to reconcile the GAAP financial metric to its corresponding non-GAAP financial metric:

      a)  Merchandise sales: add to projected net revenue estimated
          merchandise sales from non-owned inventory of approximately $1.0-
          $1.1 billion and subtract estimated service fees of approximately
          $200 million.
      b)  Adjusted EBITDA: add to projected income from operations estimated
          depreciation and amortization of $33 million and estimated stock-
          based compensation of $9 million.
      c)  Non-GAAP net income: add to projected net income estimated
          stock-based compensation of $9 million and estimated amortization of
          acquisition-related intangibles of $1.5 million and subtract
          estimated non-cash income tax benefit of $25 million.
Capital expenditures for fiscal year 2007 are estimated to be approximately $50 million. 

The company provides the following guidance for fiscal 2007 first quarter
(dollars in millions):


    GAAP Guidance                      Non-GAAP Guidance
                           Range                                      Range
    Net revenue         $128 - $138    Merchandise sales (a)       $265 - $285
    Loss from
     operations     $(7.5) - $(6.5)    Adjusted EBITDA (b)         $1.5 - $2.5
    Net loss        $(6.5) - $(5.5)    Non-GAAP net loss (c)   $(4.1) - $(3.1)

The following additional fiscal 2007 first quarter guidance is presented
to reconcile the GAAP financial metric to its corresponding non-GAAP financial
metric:

      a)  Merchandise sales: add to projected net revenue estimated
          merchandise sales from non-owned inventory of approximately
          $172-$182 million and subtract estimated service fees of
          approximately $35 million.
      b)  Adjusted EBITDA: add to projected loss from operations estimated
          depreciation and amortization of $7 million and estimated stock-
          based compensation of $2 million.
      c)  Non-GAAP net loss: add to projected net loss estimated stock-based
          compensation of $2 million and estimated amortization of
          acquisition-related intangibles of $0.4 million for fiscal 2007
          first quarter.

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

                                       Three Months Ended  Twelve Months Ended
                                       December  December  December  December
                                       31, 2005  30, 2006  31, 2005  30, 2006
    Revenues:
         Net revenues from product
          sales                        $135,080  $190,327  $355,374  $461,183
         Service fee revenues            37,174    66,880    85,018   148,370

              Net revenues              172,254   257,207   440,392   609,553

    Cost of revenues from product
     sales                               98,079   130,339   263,829   331,253

              Gross profit               74,175   126,868   176,563   278,300

    Operating expenses:
         Sales and marketing,
          inclusive of $1,391, $608,
          $3,200, and $3,654, of
          stock-based compensation       41,938    71,521   107,503   165,919
         Product development,
          inclusive of $24, $301,
          $398, and $936, of
          stock-based compensation        8,020    14,264    28,833    45,375
         General and administrative,
          inclusive of ($184), $783,
          $207, and $2,988, of
          stock-based compensation        7,727    11,236    22,714    36,062
         Depreciation and amortization    4,203     6,385    14,635    21,297

              Total operating expenses   61,888   103,406   173,685   268,653

              Income from operations     12,287    23,462     2,878     9,647

    Other (income) expense:
         Interest expense                   786       775     2,220     3,107
         Interest income                 (1,111)   (1,647)   (2,944)   (6,075)
         Other (income) expense             553       (65)      582        37
         Loss on investment                 -         110       -       2,873

             Total other (income)
              expense                       228      (827)     (142)      (58)

    Income before income taxes and
     cumulative effect of change in
     accounting principle                12,059    24,289     3,020     9,705
    Provision (benefit) for income
     taxes                                  321   (43,579)      321   (43,728)

    Net income before cumulative
     effect of change in accounting
     principle                           11,738    67,868     2,699    53,433
    Cumulative effect of change in
     accounting principle                   -         -         -         268

    Net income                          $11,738   $67,868    $2,699   $53,701

    Basic earnings per share:

        Prior to cumulative effect of
         change in accounting
         principle                        $0.26     $1.49     $0.06     $1.18

        Cumulative effect of change in
         accounting principle              $-        $-        $-       $0.01

        Earnings per share - basic        $0.26     $1.49     $0.06     $1.19

    Diluted earnings per share:

        Prior to cumulative effect of
         change in accounting
         principle                        $0.25     $1.33     $0.06     $1.09

        Cumulative effect of change in
         accounting principle              $-        $-        $-       $0.01

        Earnings per share - diluted      $0.25     $1.33     $0.06     $1.10

    Weighted average shares outstanding:
        basic                            44,450    45,679    43,216    45,174
        diluted                          49,781    51,287    45,321    50,625