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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 16, 2005
(DATE OF EARLIEST EVENT REPORTED)
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GSI COMMERCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16611 04-2958132
(State or other (Commission File No.) (IRS Employer
jurisdiction of incorporation) Identification No.)
935 First Avenue, King of Prussia, PA 19406
(Address of principal executive offices and zip code)
(610) 265-3229
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 16, 2005, GSI Commerce, Inc. (the "Registrant") issued a press
release announcing its results for the fiscal quarter and year ended January 1,
2005 and certain other information. A copy of this press release is furnished as
part of this report and incorporated herein by reference.
This press release (included as Exhibit 99.1) contains adjusted EBITDA,
merchandise sales and certain ratios that use merchandise sales which may be
considered non-GAAP financial measures. The Registrant 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 may
fluctuate materially due to fluctuations in the price of the Registrant's common
stock both on a quarterly and annual basis, and does not consistently reflect
the Registrant's results from its core business activities. The Registrant also
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 business management costs such
as marketing department staffing levels are related to the amount of sales made
through the Registrant's platform, whether or not the Registrant records the
revenue from such sales. The Registrant believes that investors will have a more
thorough understanding of its historical expenses and expense trends if they
have visibility to both 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. 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 the press release have been reconciled to the nearest GAAP
measure as is required under Securities and Exchange Commission rules.
As used herein, "GAAP" refers to accounting principles generally accepted
in the United States.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press Release, dated February 16, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GSI COMMERCE, INC.
By: /s/ Michael G. Rubin
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Michael G. Rubin
Chairman, Co-President and
Chief Executive Officer
Dated: February 16, 2005
Exhibit Index
Exhibit No. Description
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99.1 Press Release, dated February 16, 2005