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
January 27, 2004
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Date of Report (Date of earliest event reported)
DIGITAL IMPACT, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-27787 94-3286913
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(Commission File No.) (IRS Employer Identification Number)
177 Bovet Road
San Mateo, California 94402
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(Address of principal executive offices)
(650) 356-3400
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(Registrant's telephone number, including area code)
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit
Number Description
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99.1 Press Release issued January 27, 2004.
Item 12. Results of Operations and Financial Condition.
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On January 27, 2004, Digital Impact announced its financial results for the
fiscal third quarter ended December 31, 2003 and certain other information. The
full text of the press release issued in connection with the announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
The attached press release contains 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 generally
accepted accounting principles.
To supplement our consolidated financial statements presented income in
accordance with income GAAP, Digital Impact uses non-GAAP measures of pro forma
net income (loss), basic and diluted pro forma net income (loss) per share and
EBITDA, which are adjusted from results based on GAAP to exclude certain
expenses, recoveries and losses. These non-GAAP measures are provided to enhance
the user's overall understanding of our current financial performance and our
prospects for the future. Specifically, we believe the non-GAAP results provide
useful information to both management and investors by excluding certain
expenses, recoveries and losses that may not be indicative of our core operating
results. These measures should be considered in addition to, and not as a
substitute for, or superior to, results prepared in accordance with generally
accepted accounting principles. Consistent with our historical practice, the
non-GAAP measures included in the attached press release have been reconciled to
the nearest GAAP measure.
2
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 Impact, Inc.
Dated: January 27, 2004 By: /s/ David Oppenheimer
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David Oppenheimer
Senior Vice President, Finance
and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press Release issued January 27, 2004