Digital River 2006 Annual Report Download - page 71

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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Digital River, Inc.
We have audited the accompanying consolidated balance sheets of Digital River, Inc. and subsidiaries as
of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ equity
and cash flows for each of the three years in the period ended December 31, 2006. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Digital River, Inc. and subsidiaries at December 31, 2006 and 2005, and the
consolidated results of their operations and their cash flows for each of the three years in the period ended
December 31, 2006, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the Consolidated Financial Statements, the consolidated financial statements as
of December 31, 2005 and for each of the two years then ended have been restated to record additional stock-
based compensation expense.
As discussed in Note 1 to the Consolidated Financial Statements, effective January 1, 2006, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 123(Revised 2004), Share-Based
Payment.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Digital River, Inc.’s internal control over financial reporting as of
December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2007,
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 1, 2007
67