United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 28, 2004
DIGITAL RIVER, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware 000-24643 41-1901640
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
9625 West 76th Street, Suite 150, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (952) 253-1234
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1. Press release dated January 28, 2004 containing financial
information for Digital River, Inc. for the quarter and twelve months ended
December 31, 2003 and forward-looking statements relating to Digital River's
performance during 2004.
Item 9. Regulation FD Disclosure.
None
Item 12. Results of Operations and Financial Condition.
On January 28, 2004, Digital River, Inc., a Delaware corporation
("Digital River"), issued a press release announcing its financial results for
the fiscal quarter and twelve months ended December 31, 2003 and certain other
information. A copy of the press release is attached as Exhibit 99.1 hereto. The
press release includes "safe harbor" language indicating that certain statements
about Digital River's business and other matters contained in the press release
are "forward-looking" rather than "historic." The press release also states that
a more thorough discussion of certain factors which may affect Digital River's
operating results is included, among other sections, under the captions "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Digital River's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 which is on file with the SEC and available
at the SEC's website (http://www.sec.gov).
The attached press release contains certain non-GAAP financial
measures. For purposes of Regulation G, a non-GAAP financial measure is a
numerical measure of a company's performance, financial position, or cash flows
that either excludes or includes amounts that are not normally excluded or
included in the most directly comparable measure calculated and presented in
accordance with GAAP. To supplement our consolidated financial statements
presented in accordance with GAAP, Digital River has supplied non-GAAP measures
of net income, earnings per share, earnings before interest, taxes, depreciation
and amortization ("EBITDA") and segment EBITDA, which are adjusted from results
based on GAAP to exclude certain expenses. We believe that these non-GAAP
measures provide useful information to both management and investors by
excluding certain expenses that may not be indicative of our core operating
results. In addition, because we have historically reported certain non-GAAP
results to investors, we believe the inclusion of non-GAAP results provides
consistency in our financial reporting. These measures should be considered in
addition to results prepared in accordance with GAAP, but are not a substitute
for or superior to GAAP results. These non-GAAP measures included in the
attached press release have been reconciled to the nearest GAAP measure.
As used herein, "GAAP" refers to accounting principles
generally accepted in the United States.
SIGNATURE
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.
DIGITAL RIVER, INC.
By: /s/ Carter D. Hicks
-----------------------
Name: Carter D. Hicks
Title: Chief Financial Officer
Date: January 28, 2004
Exhibit Index
Exhibit No. Description
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99.1 Press release dated January 28, 2004.