DIGITAL RIVER INC /DE
8-K, EX-20.1, 2000-10-20
COMPUTER INTEGRATED SYSTEMS DESIGN
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Exhibit 20.1
Press release of the Registrant

FOR RELEASE AT 3:10 P.M. CST VIA NATIONAL WIRE AND FIRST CALL

INVESTOR CONTACT:                                  MEDIA CONTACT:

Al Galgano                                         Michelle Gjerde
Vice President, Investor Relations                 Communications Director
(952) 253-8406                                     (952) 253-8465
[email protected]                      [email protected]

        DIGITAL RIVER  REPORTS  THIRD  QUARTER  REVENUE UP 15 PERCENT
        FROM  PRIOR  QUARTER  AND 89  PERCENT  YEAR-OVER-YEAR GROWTH
        ALSO ANNOUNCES COMPANY-WIDE REPORTING ON A NET REVENUE BASIS

         MINNEAPOLIS,  OCTOBER 19, 2000 -- Digital River, Inc.  (Nasdaq:  DRIV),
the world's largest Commerce Service Provider (CSP),  today reported net revenue
of $7.6 million for the quarter  ended  September  30, 2000.  This  represents a
sequential increase of 15 percent from net revenue of $6.6 million in the second
quarter,  and a  year-over-year  increase of 89 percent from net revenue of $4.0
million in the third quarter of 1999.

         The company also announced that, based on the consensus  reached by the
Emerging Issues Task Force of the Financial Accounting Standards Board regarding
net versus  gross  revenue  recognition  which  resulted  in revised  accounting
standards,  it would  commence  reporting  all  revenues on a net basis with the
quarter  ending  September  30,  2000.  This  change  will have no impact on the
company's net income, either historically or in the future, as the change simply
reflects a new presentation format.  Historical information in the new reporting
format has been provided by the company as an attachment to this press  release.
While Digital River no longer  manages its business on a gross revenue basis nor
will the company report this metric going  forward,  it said that gross revenues
in the third quarter were between $34 and $35 million.

           The net loss prior to goodwill  amortization and  acquisition-related
costs was $5.5 million,  or $0.25 per share, in the third quarter,  a 34 percent
improvement  from the  second  quarter  net loss of $8.3  million,  or $0.39 per
share, and significantly better than analyst expectations.  The net loss for the
quarter,  including goodwill amortization and acquisition-related costs was $8.1
million, or $0.37 per share, compared with a net loss of $12.6 million, or $0.60
per share, in the second quarter.

         For the nine months ended September 30, 2000, net revenue totaled $21.1
million,  a 135 percent increase from $9.0 million in the same period last year.
Through  the  first  nine  months  of this  year,  the net  loss,  prior  to the
amortization of goodwill and  acquisition-related  costs was $ 20.3 million,  or
$0.96 per share.  The net loss for the period,  including  the  amortization  of
goodwill and  acquisition-related  costs,  totaled $32.7  million,  or $1.55 per
share,  compared  with a net loss of $20.7  million,  or $1.03  per share in the
first nine months of 1999.

                                                      -MORE-

<PAGE>

         "I am very pleased with our  performance  in the third  quarter and the
momentum  generated  by  each  of our  businesses,"  said  Joel  Ronning,  chief
executive officer.  "Digital River was able to deliver solid results in what was
perceived  to be a  challenging  environment  for the  technology  and  Internet
sectors.  We have  demonstrated  prudence in managing our business and decreased
our cash utilization this quarter to $6.8 million, resulting in $32.5 million in
cash  and  investments  at  September  30th,  and we  anticipate  that  our cash
utilization in the fourth quarter will be cut in half."

         "We  believe  we are well  capitalized  to  achieve  our  profitability
targets,"   Ronning   continued.   "We  look  forward  to  achieving  our  first
profitability  milestone for the Software Services division in December, as this
will send a clear message to the financial  community  regarding the strength of
the business model Digital River has built," concluded Mr. Ronning.

EXECUTION OF E-BUSINESS SERVICES STRATEGY

         Digital  River's  E-Business   Services  division  had  15  new  client
contracts in the third quarter,  resulting in a total of 49 client contracts, at
September 30, 2000. New contracts  since the end of the second quarter  included
Polaris, Giga Information Group, S3, Xircom and several new divisions of current
clients, such as 3M, Fujitsu and Siemens. The E-Business division generated $1.7
million in revenue for the company in the quarter,  a sequential  increase of 49
percent, from $1.2 million in the second quarter.

         "We're  seeing  substantial  growth  opportunities  among  mid-to-large
manufacturing  companies as they take their  businesses to the  Internet,"  said
Perry  Steiner,   president.  "Our  E-Business  clients  are  generally  mature,
profitable  companies who sell their  products  through both direct and indirect
sales  channels.  These types of companies  are turning to Digital River to help
them build and manage a complex  sell-side  e-commerce system that supports both
channel partners and end customers. As we grow our business just as we have this
past quarter,  we're  committed to enhancing our commerce system and our service
offerings to support the needs of our clients."

INDUSTRY-LEADING SOFTWARE AND DIGITAL COMMERCE SERVICES

         The Software  Services  division  generated $5.9 million in net revenue
for the company in the  quarter,  versus  revenues of $5.4 million in the second
quarter.  New clients added since the second quarter  included  Novell,  Network
Ice,   Harvard   Graphics   and  Havas.   The   division   also  added   several
business-to-education  clients as well as game  publishers.  Also in the quarter
Digital River acquired the software services business of NetSales, Inc.

                                                      -MORE-

<PAGE>

         "The performance of our Software Services division in the third quarter
demonstrates  that  Digital  River has  regained  its momentum and is the market
leader in this  category,"  said Mr.  Steiner.  "We expect to  continue  to take
advantage of the  inevitable  shift to selling and  delivering  software via the
Internet.  We  expect to see high  growth in this  market  from  attracting  new
top-tier  clients  and from  new  opportunities  as we help to grow our  current
clients," he concluded.

FUTURE EXPECTATIONS

         The company also  announced its  expectations  for the fourth  quarter.
Sequential  revenue  growth is expected to be between 25 and 30 percent over the
third  quarter.  The net loss per  share,  prior to  goodwill  amortization  and
acquisition related expenses, is expected to be approximately $0.21. The company
also  announced  that it  anticipates  that the cash  utilization  in the fourth
quarter will be approximately  half of the third quarter level, at $3.4 million.
Based on the revised  presentation  format for net  revenue,  the  company  also
announced its revised long-term  operating  targets.  It expects long-term gross
margins to be 70-75 percent of net revenue and long-term operating margins to be
25-30 percent of net revenue.

ABOUT DIGITAL RIVER

Digital River (NASDAQ:  DRIV) is the world's largest  Commerce  Service Provider
(CSP),  providing  over  8,000  companies  with  complete,  outsourced  commerce
solutions.  The  Company's  e-commerce  services  include site  development  and
hosting,  order  and  transaction   management,   system  integration,   product
fulfillment, fraud prevention, e-marketing and customer service. Digital River's
clients  include  Fujitsu,  3M,  Siemens,  Hewlett-Packard,   Novell,  Autodesk,
Adaptec, Block Financial, Staples.com, CompUSA, Fox Interactive and Egghead.com.
For  more  details  about  Digital  River,  visit  the  corporate  web  site  at
www.digitalriver.com or call 952-253-1234.

Digital River will sponsor a third  quarter  conference  call today,  at 3:45 pm
(cdt).  Investors  are  invited  to listen to the  conference  call via  Digital
River's  Website,  WWW.DIGITALRIVER.COM.  Please  go to the  "Investor"  page to
access the call and install any necessary audio software.

FORWARD-LOOKING STATEMENTS

Except for the  historical  information  contained  herein,  this press  release
contains forward-looking statements,  including statements containing the words,
"believes,"  "anticipates,"  "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 any future results,  performance
or achievements  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 electronic commerce market;
and other risk  factors  referenced  in the  Company's  public  filings with the
Securities and Exchange Commission.

<PAGE>
Digital River, Inc.
Third Quarter Results
(Unaudited, in thousands, except per share amounts)

Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                 September 30, 2000       December 31, 1999
                                               ---------------------- -------------------------
<S>                                            <C>                    <C>
Assets
  Current assets
    Cash and investments                              $  32,540              $  39,507
    Other current assets                                  5,360                  3,335
     Total current assets                                37,900                 42,842

  Property and equipment, net                            13,443                  7,279

  Long-term investments                                      --                 14,832
  Goodwill and other assets                              20,988                 22,189
  Total assets                                        $  72,331              $  87,142

Liabilities and stockholders' equity
  Current liabilities
    Accounts payable                                  $  12,449              $  11,020
    Deferred revenue                                      2,210                    152
    Accrued payroll and other liabilities                 4,116                  2,893
     Total current liabilities                           18,775                 14,065

  Stockholders' equity                                   53,556                 73,077
  Total liabilities and stockholders' equity          $  72,331              $  87,142
</TABLE>

Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                Three months ended             Nine months ended
                                                  September 30,                  September 30,
                                           ----------------------------- ------------------------------
                                               2000           1999           2000            1999
                                           -------------- -------------- -------------- ---------------
<S>                                        <C>                           <C>
Revenue                                     $  7,607       $  4,017       $ 21,125      $   8,985

Costs and expenses:
  Direct cost of services                        421            264            991            546
  Network and infrastructure                   1,888            940          5,636          2,723
  Sales and marketing                          6,247          4,760         19,690         12,601
  Product research and development             2,857          2,686         10,949          7,483
  General and administrative                   1,151          1,041          3,608          2,958
    Loss before interest, tax,
      depreciation and amortization           (4,957)        (5,674)       (19,749)       (17,326)

Depreciation and amortization                    896            490          2,239          1,238
Amortization of goodwill and
    acquisition related costs                  2,603          3,275         12,331          4,577
    Loss from operations                      (8,456)        (9,439)       (34,319)       (23,141)

Interest income                                  382            751          1,621          2,430
    Net loss                                $ (8,074)      $ (8,688)      $(32,698)      $(20,711)

Net loss per share before amortization
  of goodwill and acquisition costs           $ (.25)        $ (.26)      $   (.96)      $   (.80)
Net loss per share                            $ (.37)        $ (.42)       $ (1.55)       $ (1.03)

Weighted average shares outstanding           21,598         20,604         21,164         20,137
</TABLE>

<PAGE>

Digital River, Inc.
Statements of Operations - as reclassified for net revenue recognition
(unaudited, in thousands, except per share amounts)

<TABLE>
<CAPTION>
1999                                        Qtr. Ended     Qtr. Ended     Qtr. Ended      Qtr. Ended
                                             March 31       June 30      September 30     December 31         Year
----------------------------------------  -------------- ------------- --------------- ---------------- ---------------
<S>                                        <C>            <C>           <C>             <C>              <C>
Revenue                                     $  1,903       $  3,065      $  4,017        $  5,522         $ 14,507

Costs and expenses:
  Direct cost of services                        126            156           264             255              801
  Network and infrastructure                     866            917           940           1,711            4,434
  Sales and marketing                          3,559          4,281         4,760           4,783           17,383
  Product research and development             2,341          2,456         2,686           2,768           10,251
  General and administrative                     901          1,016         1,041           1,043            4,001
    Loss before interest, tax,
      depreciation and amortization           (5,890)        (5,761)       (5,674)         (5,038)         (22,363)

Depreciation and amortization                    348            400           490             314            1,552
Amortization of goodwill and
    acquisition related costs                     --          1,302         3,275           2,309            6,886
    Loss from operations                      (6,238)        (7,463)       (9,439)         (7,661)         (30,801)

Interest income                                  894            785           751             718            3,148
    Net loss                                $ (5,344)      $ (6,678)      $(8,688)        $(6,943)        $(27,653)

Net loss per share before amortization
  of goodwill and acquisition costs           $ (.27)        $ (.27)       $ (.26)         $ (.22)         $ (1.02)
Net loss per share                            $ (.27)        $ (.33)       $ (.42)         $ (.33)         $ (1.36)

Weighted average shares outstanding           19,632         20,169        20,604          20,889           20,312
</TABLE>

<TABLE>
<CAPTION>
                                                                                                          Nine months
2000                                        Qtr. Ended     Qtr. Ended     Qtr. Ended                         Ended
                                             March 31       June 30      September 30                      September 30
------------------------------------------ -------------- ------------- --------------- ---------------- ---------------
<S>                                        <C>            <C>           <C>             <C>              <C>
Revenue                                    $   6,883      $   6,635      $  7,607                         $ 21,125

Costs and expenses:
  Direct cost of services                        295            275           421                              991
  Network and infrastructure                   1,791          1,957         1,888                            5,636
  Sales and marketing                          6,478          6,965         6,247                           19,690
  Product research and development             3,663          4,429         2,857                           10,949
  General and administrative                   1,235          1,222         1,151                            3,608
    Loss before interest, tax,
      depreciation and amortization           (6,579)        (8,213)       (4,957)                         (19,749)

Depreciation and amortization                    703            640           896                            2,239
Amortization of goodwill and
    acquisition related costs                  5,394          4,334         2,603                           12,331
    Loss from operations                     (12,676)       (13,187)       (8,456)                         (34,319)

Interest income                                  685            554           382                            1,621
    Net loss                                $(11,991)      $(12,633)     $ (8,074)                        $(32,698)

Net loss per share before amortization
  of goodwill and acquisition costs           $ (.32)        $ (.39)       $ (.25)                        $   (.96)

Net loss per share                            $ (.58)        $ (.60)       $ (.37)                         $ (1.55)

Weighted average shares outstanding           20,775         21,100        21,598                           21,164
</TABLE>

<PAGE>



Digital River, Inc.
Statements of Operations - as reclassified for net revenue recognition
(unaudited, in thousands, except per share amounts)

<TABLE>
<CAPTION>



                                                      Year ended December 31,
                                           ---------------------------------------------------
                                              1996         1997         1998         1999
                                           ------------ ------------ ------------ ------------

<S>                                        <C>                                    <C>

Revenue                                      $    16      $   420     $  3,424     $ 14,507

Costs and expenses:
  Direct cost of services                          2           23          116          801
  Network and infrastructure                      86          580        1,836        4,434
  Sales and marketing                             57        1,446        9,310       17,383
  Product research and development               131          877        3,140       10,251
  General and administrative                     402          837        3,111        4,001
    Loss before interest, tax,
      depreciation and amortization             (662)      (3,343)     (14,089)     (22,363)

Depreciation and amortization                     35          195          604        1,552
Amortization of goodwill and
    acquisition related costs                     --           --           --        6,886
    Loss from operations                        (697)      (3,538)     (14,693)     (30,801)

Interest income                                    8           53          895        3,148
    Net loss                                   $(689)     $(3,485)    $(13,798)    $(27,653)

Net loss per share before amortization
  of goodwill and acquisition costs           $ (.13)      $ (.46)     $ (1.01)     $ (1.02)
Net loss per share                            $ (.13)      $ (.46)     $ (1.01)     $ (1.36)

Weighted average shares outstanding            5,333        7,514       13,691       20,312


</TABLE>



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