GSI Commerce Inc. posted net revenues of $114.2 million for the first quarter of 2006, up 24.9% from net revenues of $91.4 million during the year-ago quarter. However, the comapny saw its net loss grow to $4.4 million, or 10 cents per share from a net loss of $1.6 million, or 4 cents per share, for 2005's fiscal first quarter.

Included in net loss and net loss per share for the first quarter of fiscal 2006 is a non-cash charge of approximately $1.6 million, or 4 cents per share, to reduce the carrying value of the shares owned by the company in Odimo Incorporated from $2.9 million to $1.3 million, which represents the market value of the shares as of April 1, 2006. These shares represent a portion of the consideration received when the company sold certain assets of Ashford.com to Odimo in fiscal 2002. GSI Commerce did not include this non- cash charge when it issued guidance for the first quarter and full year on Feb. 15, 2006.

    Other Financial Highlights
     - Merchandise sales were $191.0 million in the first quarter of fiscal
       2006, a 40 percent increase compared to $136.2 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 $2.7 million in the first quarter of fiscal 2006,
       compared to adjusted EBITDA of $1.2 million in the same period in 2005,
       an increase of 126 percent.  A definition of adjusted EBITDA appears
       later in this news release under "Non-GAAP Financial Measures."
     - Gross profit was $47.2 million in the first quarter of fiscal 2006, an
       increase of 40 percent compared to $33.8 million in the same period in
       2005.
     - Gross margin was 41.3 percent in the first quarter of fiscal 2006, an
       increase of 430 basis points from 37.0 percent in the same period in
       2005.
     - The company's cash, cash equivalents and marketable securities at the
       end of the first quarter of fiscal 2006 was $132.1 million compared to
       $156.7 million at the end of fiscal year 2005, and compared to $43.2
       million at the end of fiscal 2005's first quarter.
     - Inventory at the end of the first quarter of fiscal 2006 decreased to
       $31.3 million compared to $34.6 million at the end of fiscal 2005 and
       compared to $34.0 million at the end of fiscal 2005's first quarter.

Management Commentary
“We are off to a strong start to the year with net revenue, merchandise sales and adjusted EBITDA all above our expectations,” said Michael G. Rubin, chairman and CEO of GSI Commerce. “In addition, excluding stock-based compensation expense, which was impacted by the adoption of SFAS 123®, and the non-cash impairment charge for an investment, our net results would have meaningfully improved from a year ago and would have been above our guidance.

“Based on the momentum of our business, including a strong business development pipeline, we are increasing our level of investment spending while we believe we remain on track to achieve our profitability goals for the year of increasing net income between 85 percent and 178 percent and increasing adjusted EBITDA between 54 percent and 69 percent,” said Rubin. “Areas of incremental investment include opening a second call center, spending more on technology to enhance our platform and expanding our in-house product customization efforts for licensed products. We believe these incremental investments will better position us for the future.”


Fiscal 2006 Second Quarter and Annual Financial Guidance


     - Net revenues are expected to be in the range of $110 million to $115
       million, or increase between 20 percent and 25 percent.
     - Merchandise sales are expected to be in the range of $185 million to
       $193 million, or increase between 35 percent and 41 percent.
     - Product sales are expected to be in the range of $88 million to $92
       million, or increase between 17 percent and 22 percent.
     - Service fees are expected to be in the range of $21 million to $23
       million, or increase between 26 percent and 38 percent.
     - Net loss is expected to be in the range of $4.7 million to $5.7
       million.
     - Adjusted EBITDA is expected to be in the range of $1.0 million to $2.0
       million.
     - Depreciation and amortization is expected to be approximately $4.5
       million to $5.0 million, compared to $3.6 million in fiscal 2005's
       second quarter.
     - Stock-based compensation expense is expected to be approximately $2.0
       million to $2.5 million, compared to $1.7 million in fiscal 2005's
       second quarter, and includes the impact of SFAS 123®, which the
       company adopted in the first quarter of fiscal 2006.
     - Net interest income is expected to be approximately $0.5 million to
       $0.6 million, compared to $0.1 million in fiscal 2005's second quarter.
     - Consistent with second quarter of fiscal 2005, the company does not
       intend to record a provision for income taxes in the second quarter of
       fiscal 2006.

For the Full Year

     - Net revenues are expected to be in the range of $559 million to $579
       million, or an increase of between 27 percent and 31 percent.
     - Merchandise sales are expected to be in the range of $923 million to
       $973 million, or an increase of between 35 percent and 43 percent.
     - Product sales are expected to be the range of $450 million to $463
       million, or an increase of between 27 percent and 30 percent.
     - Service fees are expected to be the range of $109 million to $116
       million, or an increase of between 28 percent and 35 percent.
     - Net income is expected to be in the range of $5.0 million to $7.5
       million, or an increase of between 85 percent and 178 percent.  Net
       income guidance includes the $1.6 million impairment charge disclosed
       above in this news release.
     - Adjusted EBITDA is expected to be in the range of $32 million to $35
       million, or an increase of between 54 percent and 69 percent.
     - Depreciation and amortization is expected to be approximately $20
       million.
     - Stock-based compensation is expected to be approximately $8.0 million
       and includes the impact of the adoption of SFAS 123®.
     - 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 $28 million to
       $30 million.

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

                                                     Three Months Ended
                                                 April 2,          April 1,
                                                   2005              2006

    Revenues:
         Net revenues from product sales           $76,652           $91,657
         Service fee revenues                       14,706            22,586

              Net revenues                          91,358           114,243
    Cost of revenues from product sales             57,587            67,066

              Gross profit                          33,771            47,177

    Operating expenses:
         Sales and marketing, exclusive
          of $183 and $1,309 reported
          below as stock-based
          compensation, respectively                20,859            29,404
         Product development, exclusive
          of ($30) and $192 reported
          below as stock-based
          compensation, respectively                 6,589             8,211
         General and administrative,
          exclusive of ($397) and $422
          reported below as stock-based
          compensation, respectively                 5,225             6,975
         Stock-based compensation                     (245)            1,923
         Depreciation and amortization               3,122             4,516

              Total operating expenses              35,550            51,029

    Other (income) expense:
         Interest expense                              233               778
         Interest income                              (343)           (1,490)
         Other (income) expense                       (115)             (150)
         Impairment on investment                      -               1,647

              Total other (income) expense            (225)              785

    Loss before income taxes and
     cumulative effect of change in
     accounting principle                           (1,554)           (4,637)
    Provision for income taxes                         -                   2

    Net loss before cumulative effect of
     change in accounting principle                 (1,554)           (4,639)
    Cumulative effect of change in
     accounting principle                              -                (268)

    Net loss                                       $(1,554)          $(4,371)

    Basic and diluted loss per share:

        Prior to cumulative effect of
         change in accounting principle             $(0.04)           $(0.11)

        Cumulative effect of change in
         accounting principle                         $-               $0.01

        Net loss                                    $(0.04)           $(0.10)

    Weighted average shares outstanding -
     basic and diluted                              41,662            44,680