Digital River Reports Fourth Quarter and Full Year 2011 Financial Results

---

Company hits record fourth quarter revenue level

MINNEAPOLIS, Feb. 2, 2012 — Digital River, Inc. (NASDAQ: DRIV), the revenue growth experts in global cloud commerce, reports its fourth quarter and full year 2011 financial results.

Fourth Quarter and Full Year Ended Dec. 31, 2011, Financial Results

GAAP Results

Fourth quarter 2011 revenue totaled $112.0 million, exceeding management’s guidance of $103 to $105 million. In the fourth quarter of 2010, revenue was $97.7 million.

For the full year 2011, revenue was $398.1 million, exceeding management’s guidance of $389 to $391 million. In 2010, revenue was $363.2 million.

Fourth quarter GAAP net income was $4.3 million, or $0.12 per diluted share, which compared to GAAP net income of $5.4 million, or $0.14 per diluted share, in the fourth quarter of 2010. These results were below management’s fourth quarter guidance for net income of $0.18 to $0.21 per diluted share driven by $9.4 million of one-time non-cash impairments recorded in the quarter. These impairments primarily related to the reduction in the book carrying values of intangibles, including certain customer relationship, trade name and non-compete agreements.

For the full year 2011, GAAP net income was $17.2 million, or $0.46 per diluted share, and compared to GAAP net income of $15.7 million, or $0.41 per diluted share, during the same period in 2010. These results were below management’s full year 2011 guidance of $0.52 to $0.55 per diluted share, due to the aforementioned impairment charge.

Non-GAAP Results

Fourth quarter 2011 non-GAAP net income was $17.7 million, or $0.45 per diluted share. This compared to non-GAAP net income of $12.7 million, or $0.32 per diluted share, in the fourth quarter of 2010. These results exceeded management’s fourth quarter earnings guidance of $0.32 to $0.35 per diluted share.

For the full year 2011, non-GAAP net income was $45.6 million, or $1.15 per diluted share, and compared to non-GAAP net income of $36.7 million, or $0.95 per diluted share, during the same period in 2010. These results exceeded management’s full year 2011 guidance of $1.03 to $1.06 per diluted share.

“I am pleased to report that we ended 2011 on a high note, delivering the highest quarterly revenue in the history of the company and beating our fourth quarter non-GAAP earnings guidance,” said Joel Ronning, Digital River’s CEO. “This year, innovation and product development will be major themes inside Digital River. We have several solutions we intend to deliver in 2012, including an expanded cloud-based subscriptions offering. Our company and clients’ goals are clearly aligned — we are both focused on growing online revenue.”

On Sept. 7, 2011, management announced a $100 million share repurchase program. During the fourth quarter, the company repurchased $29.7 million of common stock, or 1.9 million shares at an average price of $15.41 per share. For the year, the company repurchased $79.8 million of common stock, or 4.3 million shares at an average price of $18.70 per share.

First Quarter 2012 Guidance

Full Year 2012 Guidance

A detailed table providing a reconciliation of the company’s GAAP and non-GAAP earnings guidance estimates can be found accompanying this press release.

Digital River will hold a conference call today at 4:45 p.m. EST to discuss fourth quarter and full year financial results. A live webcast of Digital River’s earnings conference call can be accessed on the Investor Relations section of its corporate website. Alternatively, a live broadcast of the call may be heard by using conference ID #38649790 and dialing (877) 303-3145 inside the United States or Canada, or by calling +1 (408) 427-3861 from international locations. A webcast replay of the call will be archived on Digital River’s corporate website.

Access the Q4 and Full Year 2011 Financial Tables.

About Digital River, Inc.

Digital River, Inc., the revenue growth experts in global cloud commerce, builds and manages online businesses for software and game publishers, consumer electronics manufacturers, distributors, online retailers and affiliates. Its multi-channel 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 a global commerce operation. The company’s comprehensive platform offers site development and hosting, order management, fraud management, 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 across the U.S., Asia, Europe and South America. For more details about Digital River, visit the corporate website, follow the company on Twitter or call +1 (952) 253-1234.

Non-GAAP Net Income Calculation

Digital River’s non-GAAP net income is computed by adjusting GAAP pre-tax income as reported on the company’s statement of operations by adding back amortization of acquisition-related intangibles, stock-based compensation expense, intangible impairments, unrealized investment gain or loss and restructuring costs, net of a 21 percent tax rate. Non-GAAP diluted earnings per share is calculated using the “if-converted” method with respect to the issuance of the company’s 2004 and 2010 convertible notes, which includes shares reserved upon conversion of 199,828 and 7,022,027, respectively. In computing non-GAAP diluted earnings per share, adjust non-GAAP net income to add back debt interest and issuance cost amortization expenses, net of the tax benefit, and then divide this amount by fully diluted shares outstanding. This amount, representing the fully diluted earnings computation, is selected to represent non-GAAP diluted earnings per share for each period presented. 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 release.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the company’s anticipated future growth, including future financial performance, as well as statements containing the words “anticipates,” “believes,” “plans,” “will,” “expects,” or “guidance” 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 operating history and variability of operating results; competition in the commerce market; challenges associated with international expansion; the variability of foreign exchange rates; any breach or compromise of the company’s security systems; our ability to successfully manage our business while undertaking significant internal investments; our ability to execute upon our payments strategy and expand our business in this sector; our ability to achieve favorable tax rates in our international operations; 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 Dec. 31, 2010. 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 for the remainder of fiscal 2012 reflect management’s expectations as of Feb. 2, 2012. Results may be materially affected by many factors, such as changes in global conditions in the financial services markets and consumer spending, fluctuations in foreign currency rates, the rate of growth of online commerce and the Internet, progress with key partners and other factors. The guidance assumes, among other things, that there are no changes to stock-based compensation expense and anticipated tax rates. 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.