Exhibit 99.1 Digital River Reports Third Quarter Financial Results Q3 revenue up 42 percent year-over-year MINNEAPOLIS--(BUSINESS WIRE)--Oct. 26, 2006--Digital River, Inc. (NASDAQ:DRIV), a global leader in e-commerce outsourcing, today reported its third quarter 2006 financial results. Q3 Revenue Third quarter revenue totaled $75.3 million, an increase of 42 percent from revenue of $53.2 million in the third quarter of 2005. Q3 GAAP Results Third quarter GAAP net income was $14.8 million, or $0.33 per diluted share, including $3.5 million of stock-based compensation expense. This compared to net income of $12.4 million, or $0.31 per diluted share, including no stock-based compensation expense in the third quarter of 2005. These results represent a year-over-year increase of 20 percent in GAAP net income and 6 percent in GAAP diluted net income per share. Q3 Non-GAAP Results Based on the Company's non-GAAP measurements, third quarter non-GAAP net income was $18.7 million, or $0.41 per diluted share, compared to net income, on a similar basis, of $13.2 million, or $0.31 per diluted share in the third quarter of 2005. This represents a year-over-year increase of 42 percent in non-GAAP net income and 32 percent in non-GAAP diluted net income per share. Non-GAAP net income is computed by starting with GAAP pre-tax income as reported on the Company's statement of operations, adding back amortization of acquisition-related intangibles, and beginning in 2006, stock-based compensation expense, to calculate non-GAAP pre-tax income. This figure is then taxed at 31 percent, the Company's anticipated long-term effective tax rate, to arrive at non-GAAP net income. This amount is then divided by fully-diluted GAAP shares outstanding, which includes the impact of the Company's contingent convertible notes, to derive non-GAAP diluted net income per share. To provide further clarity, a detailed reconciliation on the comparability of the GAAP and non-GAAP data has been provided in table form following the financial statements accompanying this announcement. "Our ability to execute on our business objectives contributed to our solid third quarter financial performance and strong cash flows," said Joel Ronning, Digital River's CEO. "The announcements this week of our expanded relationships with Symantec and Microsoft serve as further testimony to our ability to grow our business and deliver a compelling value proposition for our clients. We believe we are well positioned to capitalize on growth opportunities before us in 2007." Nine Months Ended September 30, 2006, Revenue For the nine month period ended September 30, 2006, the Company reported revenue of $224.6 million. This represents a 41 percent increase from revenue of $158.9 million in the similar period of the prior year. Nine Months Ended September 30, 2006, GAAP Results For the nine month period ended September 30, 2006, GAAP net income was $44.5 million, or $1.04 per diluted share, including $10.4 million of stock-based compensation expense. This compared to net income of $36.6 million, or $0.92 per diluted share, including no stock-based compensation expense for the same period in 2005. Nine Months Ended September 30, 2006, Non-GAAP Results Through September 30, 2006, based on the Company's non-GAAP measurements, non-GAAP net income was $58.2 million, or $1.32 per diluted share, compared to net income on a similar basis of $40.1 million, or $0.96 per diluted share for the same period in 2005. Q4 2006 Guidance Forward-looking guidance for the fourth quarter ending December 31, 2006, is as follows: -- Revenue of $82.4 million; -- GAAP diluted net income per share of $0.35, including stock-based compensation expense of $3.6 million and a quarterly GAAP tax rate of 33 percent; and -- Non-GAAP diluted net income per share of $0.46. Full Year 2006 Guidance Forward-looking guidance for the full year ending December 31, 2006, is as follows: -- Revenue of $307 million; -- GAAP diluted net income per share of $1.39, including stock-based compensation expense of $14.0 million; and -- Non-GAAP diluted net income per share of $1.78. Full Year 2007 Guidance Forward-looking guidance for the full year ending December 31, 2007, is as follows: -- Revenue of $380 million; -- GAAP diluted net income per share of $1.74, including stock-based compensation expense of $15.3 million and an annual effective tax rate of 32 percent; and -- Non-GAAP diluted net income per share of $2.14. Digital River will hold a third quarter conference call today at 4:45 p.m. Eastern Daylight Time. A live webcast of the conference call can be accessed from http://www.digitalriver.com/2006q3earnings/. Alternatively, a live broadcast of the call may be heard by using conference ID # 7953094 and dialing 800-922-0755 inside the United States or Canada, or by calling 973-935-2406 from international locations. A webcast replay of the call will be archived on the Company's corporate Web site. About Digital River, Inc. Digital River, Inc., a global leader in e-commerce outsourcing, builds and manages online businesses for more than 40,000 software publishers, manufacturers, distributors and online retailers. Its multi-channel e-commerce solution, which supports both direct and indirect sales, is designed to help companies of all sizes maximize online revenues as well as reduce the costs and risks of running an e-commerce operation. The company's comprehensive platform offers site development and hosting, order management, fraud prevention, export controls, tax management, physical and digital product fulfillment, multi-lingual customer service, advanced reporting and strategic marketing services. Founded in 1994, Digital River is headquartered in Minneapolis with offices in major U.S. cities as well as Cologne, Germany; London, England; Shannon, Ireland; Luxembourg, Luxembourg; Taipei, Taiwan; and Tokyo, Japan. For more details about Digital River, visit the corporate Web site at www.digitalriver.com or call 952-253-1234. Forward-Looking Statements This press release contains forward-looking statements, including statements regarding the Company's anticipated future growth, including the expansion of its global business infrastructure, and future financial performance as well as statements containing the words "anticipates," "believes," "plans," "will" or "expects" and similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or industry results, to differ materially from those expressed or implied by such forward-looking statements. Such factors include, among others: the Company's limited operating history and variability of operating results; competition in the e-commerce market; challenges associated with international expansion; and other risk factors referenced in the Company's public filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2005. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in Digital River's most recent reports on Form 10-K and Form 10-Q, each as it may be amended from time-to-time. The forward-looking statements regarding fourth quarter 2006 and full year 2006 and 2007 reflect Digital River's expectations as of October 26, 2006. Results may be materially affected by many factors, such as changes in global economic conditions and consumer spending, fluctuations in foreign currency rates, the rate of growth of online commerce and the Internet and other factors. The guidance assumes, among other things, that there are no changes to stock-based compensation expense and anticipated tax rates, and that no additional intangible assets are recorded. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that may arise after the date hereof. Digital River is a registered trademark of Digital River, Inc. All other trademarks and registered trademarks are trademarks of their respective owners. Digital River, Inc. Third Quarter Results (Unaudited, in thousands) Subject to reclassification Condensed Consolidated Balance Sheets As of September 30, December 31, -------------------------- 2006 2005 ------------- ------------ Assets - -------------------------------------------- Current assets Cash and cash equivalents $335,676 $131,770 Short-term investments 240,643 220,569 Accounts receivable, net 39,698 34,883 Deferred income taxes 13,068 22,251 Prepaid expenses and other 5,380 3,741 ------------- ------------ Total current assets 634,465 413,214 Property and equipment, net 24,127 17,955 Goodwill 238,305 195,299 Intangible assets, net 23,222 20,054 Deferred income taxes 4,132 10,444 Other assets 11,912 12,174 ------------- ------------ Total assets $936,163 $669,140 ============= ============ Liabilities and stockholders' equity - -------------------------------------------- Current liabilities Accounts payable $128,082 $127,846 Accrued payroll 12,848 8,866 Deferred revenue 7,012 5,403 Accrued acquisition costs 6,004 5,651 Other accrued liabilities 28,097 21,210 ------------- ------------ Total current liabilities 182,043 168,976 Non-current liabilities Convertible senior notes 195,000 195,000 Deferred income taxes - 22 ------------- ------------ Total non-current liabilities 195,000 195,022 ------------- ------------ Total liabilities 377,043 363,998 ------------- ------------ Stockholders' equity Common stock 398 350 Additional paid-in capital 513,718 315,489 Deferred compensation - (1,942) Retained earnings/(accumulated deficit) 38,128 (6,324) Accumulated other comprehensive income/(loss) 6,876 (2,431) ------------- ------------ Stockholders' equity 559,120 305,142 ------------- ------------ Total liabilities and stockholders' equity $936,163 $669,140 ============= ============ Digital River, Inc. Third Quarter Results (Unaudited, in thousands, except per share amounts) Subject to reclassification Condensed Consolidated Statements of Operations Three months ended Nine months ended September 30, September 30, ------------------- ------------------- 2006 2005 2006 2005 ---------- -------- --------- --------- Revenue $75,337 $53,179 $224,628 $158,851 Costs and expenses: - Direct cost of services 1,912 1,050 5,689 3,538 Network and infrastructure 7,761 4,983 21,502 14,199 Sales and marketing 28,451 16,713 83,018 48,829 Product research and development 8,338 5,210 23,428 14,796 General and administrative 8,054 5,294 24,551 16,210 Depreciation and amortization 2,943 2,308 7,671 6,805 Amortization of acquisition- related intangibles 3,313 2,089 9,191 6,595 ---------- -------- --------- --------- Total costs and expenses 60,772 37,647 175,050 110,972 ---------- -------- --------- --------- Income from operations 14,565 15,532 49,578 47,879 ---------- -------- --------- --------- Other income, net 5,804 1,526 15,131 3,572 ---------- -------- --------- --------- Income before income tax expense 20,369 17,058 64,709 51,451 Income tax expense 5,581 4,700 20,255 14,830 ---------- -------- --------- --------- Net income $14,788 $12,358 $44,454 $36,621 ========== ======== ========= ========= Net income per share - basic $0.37 $0.35 $1.17 $1.07 ========== ======== ========= ========= Net income per share - diluted $0.33 $0.31 $1.04 $0.92 ========== ======== ========= ========= Shares used in per share calculation - basic 39,619 34,824 38,126 34,342 Shares used in per share calculation - diluted 45,666 41,972 44,107 41,558 Calculation of GAAP Diluted Net Income Per Share Three months ended Nine months ended September 30, September 30, ------------------- ------------------- 2006 2005 2006 2005 ---------- -------- --------- --------- GAAP net income $14,788 $12,358 $44,454 $36,621 Add back debt interest expense and issuance cost amortization, net of tax benefit 435 501 1,305 1,470 ---------- -------- --------- --------- Adjusted net income for GAAP EPS calculation $15,223 $12,859 $45,759 $38,091 ========== ======== ========= ========= Net income per share - diluted $0.33 $0.31 $1.04 $0.92 ========== ======== ========= ========= Shares used in per share calculation - diluted 45,666 41,972 44,107 41,558 Digital River, Inc. Third Quarter Results (Unaudited, in thousands) Subject to reclassification Condensed Consolidated Statements of Cash Flows Nine months ended September 30, ------------------- 2006 2005 --------- --------- Operating Activities: - --------------------------------------------------- Net income $44,454 $36,621 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of acquisition-related intangibles 9,191 6,595 Change in accounts receivable allowance, net of acquisitions 426 (257) Depreciation and amortization 7,671 6,715 Stock-based compensation expense related to stock-based compensation plans 10,389 - Tax benefit of stock-based compensation - 10,496 Excess tax benefit from stock-based compensation (3,032) - Deferred and other income taxes 17,676 3,030 Change in operating assets and liabilities (net of acquisitions): Accounts receivable (2,351) (2,431) Prepaid and other assets (291) (987) Accounts payable (7,028) 499 Deferred revenue 881 527 Income tax payable 1,022 4,064 Accrued payroll and other accrued liabilities 5,679 (569) --------- --------- Net cash provided by operating activities 84,687 64,303 --------- --------- Investing Activities: - --------------------------------------------------- Purchases of investments (135,911) (144,509) Sales of investments 116,446 97,427 Cash paid for acquisitions, net of cash received (37,998) (9,482) Purchases of property, equipment and capitalized software (12,825) (7,318) --------- --------- Net cash used in investing activities (70,288) (63,882) --------- --------- Financing Activities: - --------------------------------------------------- Proceeds from sale of common stock 172,700 - Exercise of stock options 10,579 22,154 Sales of common stock under employee stock purchase plan 933 1,488 Excess tax benefit from stock-based compensation 3,032 - Repurchase of common stock - (3,205) --------- --------- Net cash provided by financing activities 187,244 20,437 --------- --------- Effect of exchange rate changes on cash 2,263 (3,524) --------- --------- Net increase in cash and cash equivalents 203,906 17,334 Cash and cash equivalents, beginning of period 131,770 127,734 --------- --------- Cash and cash equivalents, end of period $335,676 $145,068 ========= ========= --------- --------- Cash paid for interest on Convertible Senior Notes $2,438 $2,641 ========= ========= Digital River, Inc. GAAP to non-GAAP Reconciliations (Unaudited, in thousands, except per share amounts) Calculation of Historical non-GAAP Diluted Net Income Per Share Twelve months Three months ended ended ------------------------------------- ---------- March 31, June 30, Sept. 30, Dec. 31, Dec. 31, 2005 2005 2005 2005 2005 ------------------------------------- ---------- GAAP pre-tax income $18,937 $15,456 $17,058 $20,229 $71,680 Add back: amortization of acquisition-related intangibles 2,396 2,110 2,089 2,135 8,730 Add back: stock-based compensation expense - - - - - ------------------------------------- ---------- Non-GAAP pre-tax income 21,333 17,566 19,147 22,364 80,410 Income tax expense @ 31% 6,613 5,445 5,936 6,933 24,927 ------------------------------------- ---------- Non-GAAP net income $14,720 $12,121 $13,211 $15,431 $55,483 ===================================== ========== Non-GAAP net income per share - diluted $0.36 $0.29 $0.31 $0.37 $1.34 ===================================== ========== Shares used in per share calculation - diluted 41,454 41,154 41,972 41,244 41,448 Nine months Three months ended ended ----------------------------- ---------- March 31, June 30, Sept. 30, Sept. 30, 2006 2006 2006 2006 ----------------------------- ---------- GAAP pre-tax income $23,759 $20,581 $20,369 $64,709 Add back: amortization of acquisition-related intangibles 2,840 3,038 3,313 9,191 Add back: stock-based compensation expense 3,413 3,519 3,456 10,388 ----------------------------- ---------- Non-GAAP pre-tax income 30,012 27,138 27,138 84,288 Income tax expense @ 31% 9,304 8,413 8,413 26,129 ----------------------------- ---------- Non-GAAP net income $20,708 $18,725 $18,725 $58,159 ============================= ========== Non-GAAP net income per share - diluted $0.50 $0.41 $0.41 $1.32 ============================= ========== Shares used in per share calculation - diluted 41,154 45,458 45,666 44,107 Breakdown of stock- based compensation expense Nine months Three months ended ended ----------------------------- ---------- March 31, June 30, Sept. 30, Sept. 30, 2006 2006 2006 2006 ----------------------------- ---------- Direct cost of services $214 $218 $197 $629 Network and infrastructure 86 84 78 248 Sales and marketing 1,289 1,323 1,268 3,880 Product research and development 585 591 556 1,732 General and administrative 1,239 1,303 1,357 3,899 ----------------------------- ---------- Total $3,413 $3,519 $3,456 $10,388 ============================= ========== Non-GAAP Guidance Reconciliation Q4 - 2006 FY-2006 FY-2007 Guidance Guidance Guidance --------- ---------- ---------- Expected GAAP net income per share - diluted $0.35 $1.39 $1.74 Add back amortization of acquisition- related costs 0.07 0.28 0.26 Add back stock-based compensation expense 0.08 0.31 0.33 Tax variability (0.03) (0.16) (0.15) Deduct impact of contingent convertible notes (0.01) (0.04) (0.04) --------- ---------- ---------- Expected non-GAAP diluted net income per share $0.46 $1.78 $2.14 ========= ========== ========== CONTACT: Digital River, Inc. Investor Contact: Bob Kleiber, 952-540-3024 Vice President, Investor Relations bkleiber@digitalriver.com or Media Contact: Gerri Dyrek, 952-253-8396 Director, Public Relations gdyrek@digitalriver.com