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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 15, 2006
(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 (IRS Employer
jurisdiction of incorporation) File No.) 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 15, 2006, GSI Commerce, Inc. ("GSI Commerce" or the
"Registrant") issued a press release announcing its results for the fourth
fiscal quarter ended December 31, 2005, full fiscal year 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 the non-GAAP
measures merchandise sales, adjusted EBITDA and certain ratios that use these
measures. 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. Merchandise sales also include product sales
related to Aspherio. GSI Commerce 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 organizational costs such as business management are related to the
amount of sales made through GSI Commerce's platform, whether or not GSI
Commerce records the revenue from such sales. GSI Commerce believes that
investors will have a more thorough understanding of its historical expenses and
expense trends if they have visibility to 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.
GSI Commerce also uses adjusted EBITDA, which represents earnings (or
losses) before interest income/expense, income taxes, depreciation and
amortization, and stock-based compensation. GSI Commerce 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 GSI Commerce's common
stock both on a quarterly and annual basis, and does not consistently reflect
GSI Commerce's results from its core business activities.
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 and to be included the conference call 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 15, 2006
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 and Chief Executive Officer
Dated: February 15, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated February 15, 2006