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: July 21, 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 Number) Identification No.)
of 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 12. Results of Operations and Financial Condition.
On July 21, 2004, Digital River, Inc., a Delaware corporation
("Digital River"), issued a press release announcing its financial results for
the three and six month periods ended June 30, 2004 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, 2003 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, and earnings before interest, taxes,
depreciation and amortization ("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: July 21, 2004
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Exhibit Index
Exhibit No. Description
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99.1 Press release dated July 21, 2004.
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