Digimarc CORP - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34108

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon

26-2828185

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9405 SW Gemini Drive, Beaverton, Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share		DMRC		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 25, 2019, there were 12,428,028 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

Table of Contents

PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3
	Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018	4
	Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2019 and 2018	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 4.	Controls and Procedures	31

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6.	Exhibits	33
SIGNATURES		34

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

DIGIMARC CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(UNAUDITED)

	September 30,			December 31,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	16,414		$	27,278
Marketable securities		24,921			16,378
Trade accounts receivable, net		3,570			3,888
Other current assets		2,882			2,100
Total current assets		47,787			49,644
Marketable securities		1,497			—
Property and equipment, net		3,594			3,955
Intangibles, net		6,723			6,649
Goodwill		1,114			1,114
Other assets		2,871			425
Total assets	$	63,586		$	61,787
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued liabilities	$	2,615		$	1,092
Deferred revenue		2,391			3,226
Total current liabilities		5,006			4,318
Lease liability and other long-term liabilities		2,739			854
Total liabilities		7,745			5,172
Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock (par value $0.001 per share, 2,500 authorized, 10 shares issued and outstanding at September 30, 2019 and December 31, 2018)		50			50
Common stock (par value $0.001 per share, 50,000 authorized, 12,429 and 11,891 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively)		12			12
Additional paid-in capital		185,811			162,428
Accumulated deficit		(130,032	)		(105,875	)
Total shareholders’ equity		55,841			56,615
Total liabilities and shareholders’ equity	$	63,586		$	61,787

The accompanying notes are an integral part of these consolidated financial statements.

DIGIMARC CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(UNAUDITED)

	Three			Three			Nine			Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Revenue:
Service	$	3,003		$	2,787		$	10,167		$	9,630
Subscription		2,273			1,532			5,924			4,554
License		552			595			1,577			1,781
Total revenue		5,828			4,914			17,668			15,965
Cost of revenue:
Service		1,287			1,301			4,371			4,412
Subscription		459			480			1,369			1,470
License		172			154			497			443
Total cost of revenue		1,918			1,935			6,237			6,325
Gross profit		3,910			2,979			11,431			9,640
Operating expenses:
Sales and marketing		4,839			4,741			14,876			14,385
Research, development and engineering		4,105			4,069			12,124			12,074
General and administrative		2,656			2,447			8,194			7,495
Intellectual property		342			328			1,093			948
Total operating expenses		11,942			11,585			36,287			34,902
Operating loss		(8,032	)		(8,606	)		(24,856	)		(25,262	)
Other income, net		259			273			727			799
Loss before income taxes		(7,773	)		(8,333	)		(24,129	)		(24,463	)
Benefit (provision) for income taxes		12			(9	)		(28	)		(29	)
Net loss	$	(7,761	)	$	(8,342	)	$	(24,157	)	$	(24,492	)
Earnings (loss) per common share:
Loss per common share — basic	$	(0.65	)	$	(0.73	)	$	(2.07	)	$	(2.16	)
Loss per common share — diluted	$	(0.65	)	$	(0.73	)	$	(2.07	)	$	(2.16	)
Weighted average common shares outstanding — basic		11,924			11,394			11,693			11,333
Weighted average common shares outstanding — diluted		11,924			11,394			11,693			11,333

The accompanying notes are an integral part of these consolidated financial statements.

DIGIMARC CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(UNAUDITED)


										Additional						Total
	Preferred Stock				Common Stock					Paid-in			Accumulated			Shareholders'
	Shares		Amount		Shares			Amount		Capital			Deficit			Equity
Three months ended September 30, 2018:
BALANCE AT JUNE 30, 2018		10	$	50		11,876		$	12	$	159,160		$	(89,519	)	$	69,703
Exercise of stock options		—		—		10			—		150			—			150
Issuance of restricted common stock		—		—		23			—		—			—			—
Forfeiture of restricted common stock		—		—		(1	)		—		—			—			—
Purchase and retirement of common stock		—		—		(20	)		—		(569	)		—			(569	)
Stock-based compensation		—		—		—			—		1,902			—			1,902
Net loss		—		—		—			—		—			(8,342	)		(8,342	)
BALANCE AT SEPTEMBER 30, 2018		10	$	50		11,888		$	12	$	160,643		$	(97,861	)	$	62,844

Nine months ended September 30, 2018:
BALANCE AT DECEMBER 31, 2017		10	$	50		11,651		$	12	$	155,793		$	(73,508	)	$	82,347
Exercise of stock options		—		—		82			—		1,064			—			1,064
Issuance of restricted common stock		—		—		233			—		—			—			—
Forfeiture of restricted common stock		—		—		(20	)		—		—			—			—
Purchase and retirement of common stock		—		—		(58	)		—		(1,689	)		—			(1,689	)
Stock-based compensation		—		—		—			—		5,475			—			5,475
Cumulative effect of the adoption of the new revenue standard, net of tax		—		—		—			—		—			139			139
Net loss		—		—		—			—		—			(24,492	)		(24,492	)
BALANCE AT SEPTEMBER 30, 2018		10	$	50		11,888		$	12	$	160,643		$	(97,861	)	$	62,844


Three months ended September 30, 2019:
BALANCE AT JUNE 30, 2019		10	$	50		12,433		$	12	$	184,611		$	(122,271	)	$	62,402
Issuance of restricted common stock		—		—		19			—		—			—			—
Forfeiture of restricted common stock		—		—		(1	)		—		—			—			—
Purchase and retirement of common stock		—		—		(22	)		—		(885	)		—			(885	)
Stock-based compensation		—		—		—			—		2,085			—			2,085
Net loss		—		—		—			—		—			(7,761	)		(7,761	)
BALANCE AT SEPTEMBER 30, 2019		10	$	50		12,429		$	12	$	185,811		$	(130,032	)	$	55,841

Nine months ended September 30, 2019:
BALANCE AT DECEMBER 31, 2018		10	$	50		11,891		$	12	$	162,428		$	(105,875	)	$	56,615
Issuance of common stock, net of issuance costs		—		—		336			—		19,615			—			19,615
Exercise of stock options		—		—		23			—		293			—			293
Issuance of restricted common stock		—		—		292			—		—			—			—
Forfeiture of restricted common stock		—		—		(47	)		—		—			—			—
Purchase and retirement of common stock		—		—		(66	)		—		(2,753	)		—			(2,753	)
Stock-based compensation		—		—		—			—		6,228			—			6,228
Net loss		—		—		—			—		—			(24,157	)		(24,157	)
BALANCE AT SEPTEMBER 30, 2019		10	$	50		12,429		$	12	$	185,811		$	(130,032	)	$	55,841

The accompanying notes are an integral part of these consolidated financial statements.

DIGIMARC CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(UNAUDITED)

	Nine			Nine
	Months			Months
	Ended			Ended
	September 30,			September 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(24,157	)	$	(24,492	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and write-off of property and equipment		1,098			1,167
Amortization and write-off of intangibles		533			437
Stock-based compensation		6,094			5,345
Changes in operating assets and liabilities:
Trade accounts receivable		318			3,447
Other current assets		(782	)		(261	)
Other assets		263			(148	)
Accounts payable and other accrued liabilities		1,086			(299	)
Deferred revenue		(735	)		(1,225	)
Lease liability and other long-term liabilities		(481	)		(75	)
Net cash used in operating activities		(16,763	)		(16,104	)
Cash flows from investing activities:
Purchase of property and equipment		(692	)		(1,023	)
Capitalized patent costs		(524	)		(571	)
Maturity of marketable securities		27,997			30,179
Purchase of marketable securities		(38,037	)		(18,904	)
Net cash provided by (used in) investing activities		(11,256	)		9,681
Cash flows from financing activities:
Issuance of common stock, net of issuance costs		19,615			—
Exercise of stock options		293			1,064
Purchase of common stock		(2,753	)		(1,689	)
Net cash provided by (used in) financing activities		17,155			(625	)
Net decrease in cash and cash equivalents		(10,864	)		(7,048	)
Cash and cash equivalents at beginning of period		27,278			40,823
Cash and cash equivalents at end of period	$	16,414		$	33,775
Supplemental disclosure of cash flow information:
Cash received for income taxes, net	$	89		$	92
Supplemental schedule of non-cash activities:
Property and equipment and patent costs in accounts payable	$	(6	)	$	(39	)
Stock-based compensation capitalized to software and patent costs	$	134		$	130
Right of use assets obtained in exchange for lease obligations	$	2,709		$	—

The accompanying notes are an integral part of these consolidated financial statements.

DIGIMARC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share data)

(UNAUDITED)

1. Description of Business and Significant Accounting Policies

Description of Business

Digimarc Corporation (“Digimarc” or the “Company”), an Oregon corporation, enables governments, banks, retailers, consumer brands and other businesses around the world to automatically and reliably identify and interact with virtually any form of media. The Company has developed the Digimarc Platform, a comprehensive set of technologies for identifying, discovering and interacting with digitally-enhanced media. The platform includes Digimarc Barcode, a proprietary method for imperceptibly enhancing packaging, print, images, thermal labels, audio and other objects with data that is detected by enabled devices, such as smart phones, computers, barcode scanners and machine-vision equipment. Digimarc Discover software enables an ecosystem of connected devices to easily identify content or materials and deliver information.

Interim Consolidated Financial Statements

Our significant accounting policies are detailed in “Note 1: Description of Business and Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2018. Significant changes to our accounting policies as a result of adopting Accounting Standards Codification (“ASC”) 842, “Leases,” effective January 1, 2019, are discussed in Note 11 below.

The accompanying interim consolidated financial statements have been prepared from the Company’s records without audit and, in management’s opinion, include all adjustments (consisting of only normal recurring adjustments) necessary to fairly reflect the financial condition and the results of operations for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 22, 2019. The results of operations for the interim periods presented in these consolidated financial statements are not necessarily indicative of the results for the full year.

Reclassifications

Certain prior period amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to current period presentation. These reclassifications had no material effect on the results of operations or financial position for any period presented.

Accounting Pronouncements Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (ASC 842),” which supersedes, “Leases (ASC 840).” ASU No. 2016-02 increases the transparency and comparability of organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance requires that operating leases recognize a right-of-use asset and a lease liability measured at the present value of the lease payments in the statement of financial position, recognize a single lease cost allocated over the lease term on a straight-line basis, and classify all cash payments within operating activities in the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 31, 2018, and interim periods beginning in the first interim period within the year of adoption. In July 2018, the FASB issued ASU No. 2018-11, “Leases (ASC 842) Targeted Improvements,” to provide a transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to change the date of initial application to the beginning of the year of adoption and to recognize the effects of applying the new standard as a cumulative-effect adjustment to the opening balance of retained earnings. In March 2019, the FASB issued ASU No. 2019-01, “Leases (ASC 842) Codification Improvements,” to increase transparency and comparability about disclosing essential information about leasing transactions. The Company adopted the new standard on January 1, 2019 and elected not to restate comparative periods. Upon adoption, the Company concluded no adjustment was required to the opening balance of retained earnings to reflect the impact of adopting the new standard. In addition, the Company recorded right of use assets of $2,709 and lease liabilities of $3,792 and reversed the previously recorded deferred rent liability of $1,083. See Note 11 for further information.

2. Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments, which include cash equivalents, accounts receivable, accounts payable and other accrued liabilities, approximate their carrying values due to the short-term nature of these instruments. The Company’s marketable securities are classified as held-to-maturity and are reported at amortized cost, which approximates fair value.

The Company’s fair value hierarchy for its cash equivalents and marketable securities was as follows:

September 30, 2019	Level 1		Level 2		Level 3		Total
Money market securities	$	1,001	$	—	$	—	$	1,001
Commercial paper		—		29,776		—		29,776
Corporate notes		—		7,318		—		7,318
U.S. treasuries		—		4,020		—		4,020
Total	$	1,001	$	41,114	$	—	$	42,115

December 31, 2018	Level 1		Level 2		Level 3		Total
Money market securities	$	1,472	$	—	$	—	$	1,472
Commercial paper		—		28,343		—		28,343
Corporate notes		—		12,106		—		12,106
Total	$	1,472	$	40,449	$	—	$	41,921

The fair value maturities of the Company’s cash equivalents and marketable securities as of September 30, 2019, are as follows:

Maturities by Period

Total

Less than

1 year

1-5

years

5 - 10

years

More than

10 years

Cash equivalents and marketable securities

42,115

40,618

1,497

—

The Company considers all highly liquid marketable securities with original maturities of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents include commercial paper and money market funds totaling $15,697 and $25,543 at September 30, 2019 and December 31, 2018, respectively. Cash equivalents are carried at either cost or amortized cost depending on the type of security, which approximates fair value.

3. Revenue Recognition

The Company derives its revenue primarily from professional services, subscriptions and licensing of its intellectual property. Applicable revenue recognition criteria are considered separately for each performance obligation as follows:

•

Service revenue consists primarily of revenue received from software development and consulting services. The majority of service revenue arrangements are structured as time and materials consulting agreements. Revenue for development and consulting services is recognized as the services are performed. Billing for services rendered generally occurs within one month after the services are provided.

•

Subscription revenue includes revenue derived from the sale of Digimarc Discover, Digimarc Barcode and Digimarc Guardian products and services, is generally recurring, paid in advance and recognized over the term of the subscription, which is typically one to three years.

•

License revenue includes revenue from licensing the Company’s intellectual property where the Company receives license fees and/or royalties. License fees are typically paid in advance and recognized when the customer has the right to the intellectual property and the license period has begun, and royalties are typically billed in arrears and recognized in the quarter in which the royalty was earned.

Some customer arrangements contain multiple performance obligations such as professional services, software licenses, and maintenance and support fees. The Company accounts for individual products and services separately if they are distinct. To determine the transaction price, the Company considers the terms of the contract and the Company’s customary business practices. Some contracts may contain variable consideration. In those cases, the Company estimates the amount of variable consideration based on the sum of probability-weighted amounts in a range of possible consideration amounts. As part of this assessment, the Company will evaluate whether any of the variable consideration is constrained, and if it is the Company will not include it in the transaction price. The consideration is allocated between distinct products and services based on their stand-alone selling prices. For items that

are not sold separately, the Company estimates the stand-alone selling price based on reasonably available information, including market conditions, specific factors affecting the Company and information about the customer. For distinct products and services, the Company typically recognizes the revenue associated with these performance obligations as they are delivered to the customer. For performance obligations that are not considered distinct, the Company typically recognizes revenue over the term of the contract as the customer simultaneously receives and consumes the goods and services as the Company performs them.

All revenue recognized in the Consolidated Statements of Operations is considered to be revenue from contracts with customers.

The following table provides information about disaggregated revenue by major product line in the Company’s single reporting segment:

	Three		Three		Nine		Nine
	Months		Months		Months		Months
	Ended		Ended		Ended		Ended
	September 30,		September 30,		September 30,		September 30,
	2019		2018		2019		2018
Service	$	3,003	$	2,787	$	10,167	$	9,630
Subscription
Digimarc Guardian		784		904		2,489		2,781
Digimarc Discover and Digimarc Barcode		1,489		628		3,435		1,773
License		552		595		1,577		1,781
Total	$	5,828	$	4,914	$	17,668	$	15,965

The Company has contract assets from contracts with customers that are classified as “trade accounts receivable.” Financial information about trade accounts receivable is included in Note 8.

The Company has contract liabilities from contracts with customers that are classified as “deferred revenue.” Deferred revenue consists of billings in advance for professional services, subscriptions and licenses for which the performance obligation has not been satisfied.

The following table provides information about contract liabilities from contracts with customers:

	September 30,		December 31,
	2019		2018
Deferred revenue, current	$	2,391	$	3,226
Deferred revenue, long term		146		46
Total	$	2,537	$	3,272

The aggregate amount of transaction prices from contractual obligations that are unsatisfied or partially unsatisfied was $15,770 and $17,496 as of September 30, 2019 and December 31, 2018, respectively.

4. Segment Information

Geographic Information

The Company derives its revenue from a single reporting segment: media management solutions. Revenue is generated in this segment through development services, subscriptions and licensing of intellectual property. The Company markets its products in the U.S. and in non-U.S. countries through its sales and licensing personnel and channel partners.

Revenue by geographic area, based upon the “bill-to” location, was as follows:

	Three		Three		Nine		Nine
	Months		Months		Months		Months
	Ended		Ended		Ended		Ended
	September 30,		September 30,		September 30,		September 30,
	2019		2018		2019		2018
Domestic	$	2,136	$	1,387	$	5,225	$	4,127
International (1)		3,692		3,527		12,443		11,838
Total	$	5,828	$	4,914	$	17,668	$	15,965

(1)	Revenue from the Central Banks, consisting of a consortium of central banks around the world, is classified as international revenue. Reporting revenue by country for this customer is not practicable.

Major Customers

The following customers accounted for 10% or more of revenue:

	Three			Three			Nine			Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Central Banks		57	%		62	%		62	%		65	%
Walmart Inc.		14	%	*			*			*

* Less than 10%

Long-Lived Assets by Geographical Area

The Company’s long-lived assets are all domiciled in the U.S.

5. Stock-Based Compensation

Stock-based compensation includes expense charges for all stock-based awards to employees and directors. These awards include stock option grants and restricted stock awards.

Stock-based compensation expense related to internal labor is capitalized to software and patent costs based on direct labor hours charged to capitalized software and patent costs.

Determining Fair Value

Stock Options

Valuation and Amortization Method. The Company estimates the fair value of stock options on the date of grant (measurement date) using the Black-Scholes option valuation model. The Company amortizes the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.

Expected Life. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms and vesting schedules of the awards. Stock options granted generally vest over three years and have contractual terms of ten years.

Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock based on historical prices over the most recent period commensurate with the expected life of the award.

Risk-Free Interest Rate. The Company determines the risk-free interest rate using current U.S. treasury yields for bonds with a maturity commensurate with the expected life of the award.

Expected Dividend Yield. The expected dividend yield is derived by the Company’s expected annual dividend rate over the expected term divided by the fair value of the Company’s common stock at the grant date.

Stock options valuation assumptions:

	Three			Three			Nine			Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Expected life (years)		3.20			4.50			3.20			4.50
Expected volatility		58.68	%		57.11	%		58.68	%		57.11	%
Risk-free interest rate		1.51	%		2.77	%		1.51	%		2.77	%
Expected dividend yield		0	%		0	%		0	%		0	%

Restricted Stock

The fair value of restricted stock awarded is based on the fair market value of the Company’s common stock on the date of the grant (measurement date) and is recognized over the vesting period of the award using the straight-line method. Restricted stock awards granted generally vest over three to four years for employee grants and one to three years for director grants.

Stock-Based Compensation

	Three		Three		Nine		Nine
	Months		Months		Months		Months
	Ended		Ended		Ended		Ended
	September 30,		September 30,		September 30,		September 30,
	2019		2018		2019		2018
Stock-based compensation:
Cost of revenue	$	163	$	134	$	524	$	456
Sales and marketing		459		442		1,467		1,198
Research, development and engineering		366		367		1,077		1,015
General and administrative		984		846		2,823		2,461
Intellectual property		69		76		203		215
Stock-based compensation expense		2,041		1,865		6,094		5,345
Capitalized to software and patent costs		44		37		134		130
Total stock-based compensation	$	2,085	$	1,902	$	6,228	$	5,475

The following table sets forth total unrecognized compensation cost related to non-vested stock-based awards granted under all equity compensation plans:

	As of		As of
	September 30,		December 31,
	2019		2018
Total unrecognized compensation costs	$	15,473	$	14,055

Total unrecognized compensation costs will be adjusted for any future forfeitures if and when they occur.

The Company expects to recognize the total unrecognized compensation costs as of September 30, 2019 for stock options and restricted stock over weighted average periods through September 30, 2023 as follows:

	Stock	Restricted
	Options	Stock
Weighted average period	1.20 years	1.45 years

As of September 30, 2019, under all of the Company’s stock-based compensation plans, equity awards to purchase an additional 1,276 shares were authorized for future grants under the plans. The Company issues new shares upon option exercises.

Stock Option Activity

The following table reconciles the outstanding balance of stock options:

			Weighted		Weighted
			Average		Average		Aggregate
			Exercise		Grant Date		Intrinsic
Three months ended September 30, 2019:	Options		Price		Fair Value		Value
Outstanding at June 30, 2019		490	$	29.26	$	13.40
Granted		100		39.54		16.40
Exercised		—		—		—
Forfeited or expired		—		—		—
Outstanding at September 30, 2019		590	$	31.00	$	13.91	$	4,817

				Weighted		Weighted
				Average		Average		Aggregate
				Exercise		Grant Date		Intrinsic
Nine months ended September 30, 2019:	Options			Price		Fair Value		Value
Outstanding at December 31, 2018		513		$	28.52	$	13.10
Granted		100			39.54		16.40
Exercised		(23	)		12.77		6.81
Forfeited or expired		—			—		—
Outstanding at September 30, 2019		590		$	31.00	$	13.91	$	4,817
Exercisable at September 30, 2019		357		$	28.97			$	3,608
Unvested at September 30, 2019		233		$	34.10			$	1,209

The aggregate intrinsic value is based on the closing price of $39.09 per share of Digimarc common stock on September 30, 2019, the last trading day before the end of the third fiscal quarter, which would have been received by the optionees had all of the options with exercise prices less than $39.09 per share been exercised on that date.

Restricted Stock Activity

The following table reconciles the unvested balance of restricted stock:

				Weighted
				Average
	Number of			Grant Date
Three months ended September 30, 2019:	Shares			Fair Value
Unvested balance, June 30, 2019		525		$	26.61
Granted		19		$	40.29
Vested		(55	)	$	27.27
Forfeited		(1	)	$	26.68
Unvested balance, September 30, 2019		488		$	27.06

				Weighted
				Average
	Number of			Grant Date
Nine months ended September 30, 2019:	Shares			Fair Value
Unvested balance, December 31, 2018		426		$	28.85
Granted		292		$	24.96
Vested		(183	)	$	27.87
Forfeited		(47	)	$	27.12
Unvested balance, September 30, 2019		488		$	27.06

The following table indicates the fair value of all restricted stock awards that vested:

	Three		Three		Nine		Nine
	Months		Months		Months		Months
	Ended		Ended		Ended		Ended
	September 30,		September 30,		September 30,		September 30,
	2019		2018		2019		2018
Fair value of restricted stock awards vested	$	2,195	$	1,432	$	7,427	$	4,704

6. Shareholders’ Equity

In May 2019, the Company entered into an Equity Distribution Agreement, whereby the Company may sell from time to time through Wells Fargo Securities, LLC, as its sales agent, the Company’s common stock having an aggregate offering price of up to $30,000. For the nine months ended September 30, 2019, the Company sold 336 shares at an average price of $60.61 under this Equity Distribution Agreement totaling $20,349 of cash proceeds, less $483 of commissions and $251 of stock issuance costs, for net cash proceeds of $19,615.

7. Earnings Per Common Share

The Company calculates basic and diluted earnings per common share in accordance with ASC 260 “Earnings Per Share,” using the two-class method because the Company’s unvested restricted stock is a participating security since these awards contain non-forfeitable rights to receive dividends. Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the earnings for the period had been distributed.

Basic earnings per common share excludes dilution and is calculated by dividing earnings to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing earnings to common shares by the weighted-average number of common shares, as adjusted for the potentially dilutive effect of stock options. The dilutive effect of stock options is determined using the treasury stock method.

The following table reconciles earnings (loss) per common share:

	Three			Three			Nine			Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Basic Earnings (Loss) per Common Share:
Numerator:
Net loss	$	(7,761	)	$	(8,342	)	$	(24,157	)	$	(24,492	)
Distributed earnings to common shares		—			—			—			—
Distributed earnings to participating securities		—			—			—			—
Total distributed earnings		—			—			—			—
Undistributed loss allocable to common shares		(7,761	)		(8,342	)		(24,157	)		(24,492	)
Undistributed earnings allocable to participating securities		—			—			—			—
Total undistributed loss		(7,761	)		(8,342	)		(24,157	)		(24,492	)
Loss to common shares — basic	$	(7,761	)	$	(8,342	)	$	(24,157	)	$	(24,492	)
Denominator
Weighted average common shares outstanding — basic		11,924			11,394			11,693			11,333
Basic earnings (loss) per common share	$	(0.65	)	$	(0.73	)	$	(2.07	)	$	(2.16	)

	Three			Three			Nine			Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Diluted Earnings (Loss) per Common Share:
Numerator:
Loss to common shares — basic	$	(7,761	)	$	(8,342	)	$	(24,157	)	$	(24,492	)
Undistributed earnings allocated to participating securities		—			—			—			—
Undistributed earnings reallocated to participating securities		—			—			—			—
Loss to common shares — diluted	$	(7,761	)	$	(8,342	)	$	(24,157	)	$	(24,492	)
Denominator
Weighted average common shares outstanding — basic		11,924			11,394			11,693			11,333
Dilutive effect of stock options		—			—			—			—
Weighted average common shares outstanding — diluted		11,924			11,394			11,693			11,333
Diluted earnings (loss) per common share	$	(0.65	)	$	(0.73	)	$	(2.07	)	$	(2.16	)

The following table indicates the common stock equivalents related to stock options that were anti-dilutive and excluded from diluted earnings per common share calculations:

Three

Nine

Months

Ended

September 30,

2019

2018

2019

2018

Anti-dilutive shares due to:

Exercise prices higher than the average market price

—

375

100

375

Net loss

—

8. Trade Accounts Receivable

Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount.

	September 30,			December 31,
	2019			2018
Trade accounts receivable	$	3,585		$	3,903
Allowance for doubtful accounts		(15	)		(15	)
Trade accounts receivable, net	$	3,570		$	3,888
Unpaid deferred revenue included in trade accounts receivable	$	857		$	2,030

Allowance for Doubtful Accounts

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing trade accounts receivable. The Company determines the allowance based on historical write-off experience and current information. The Company reviews its allowance for doubtful accounts each reporting period. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Unpaid Deferred Revenue

The unpaid deferred revenue that is included in trade accounts receivable is billed in accordance with the provisions of the contracts with the Company’s customers.

Major Customers

The following customers accounted for 10% or more of trade accounts receivable, net:

	September 30,			December 31,
	2019			2018
Central Banks		52	%		48	%
Customer B		11	%	*

* Less than 10%

9. Property and Equipment

Property and equipment are stated at cost. Repairs and maintenance are charged to expense when incurred.

Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, generally two to ten years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life or the lease term.

	September 30,			December 31,
	2019			2018
Office furniture and fixtures	$	1,636		$	1,626
Software		4,098			3,686
Equipment		4,939			4,814
Leasehold improvements		1,721			1,721
Gross property and equipment		12,394			11,847
Less accumulated depreciation and amortization		(8,800	)		(7,892	)
Property and equipment, net	$	3,594		$	3,955

10. Intangibles

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the nine months ended September 30, 2019 and 2018.

Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating 17 years.

Amortization of intangible assets acquired is calculated using the straight-line method over the estimated useful lives of the assets.

	Estimated Life	September 30,			December 31,
	(years)	2019			2018
Capitalized patent costs	17-20	$	9,254		$	8,757
Intangible assets acquired:
Purchased patents and intellectual property	3-10		250			250
Existing technology	5		1,560			1,560
Customer relationships	7		290			290
Backlog	2		760			760
Tradenames	3		290			290
Non-solicitation agreements	1		120			120
Gross intangible assets			12,524			12,027
Accumulated amortization			(5,801	)		(5,378	)
Intangibles, net		$	6,723		$	6,649

11. Leases

The Company adopted ASC 842, “Leases,” as amended, as of January 1, 2019, using the retrospective approach. The retrospective approach provides a method for recording existing leases at adoption and recording the cumulative effect of initially applying the new

standard as an adjustment to the opening balance of retained earnings. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed the Company to carry forward the historical lease classification.

The Company leases office spaces in Beaverton, Oregon and San Mateo, California. In July 2015, the Company entered into an amendment with the landlord of its corporate offices in Beaverton, Oregon to extend the lease term through March 2024 with remaining rent payments as of September 30, 2019 totaling $4,054, payable in monthly installments. In February 2015, the Company entered into a new facilities lease agreement in San Mateo, California with a lease term through March 2020, with remaining rent payments as of September 30, 2019 totaling $234, payable in monthly installments. The Company currently subleases this facility to a third party with a lease term through March 2020.

All of the Company’s leases are operating leases. The following table provides additional details of leases presented in the balance sheets:

	September 30,
	2019
Right of use assets	$	2,376
Lease liabilities, current	$	678
Lease liabilities, long-term	$	2,593

Weighted-average remaining life	4.5 years
Weighted-average discount rate		8.20	%

The carrying value of the right of use assets is included in “Other assets” and the current and long-term lease liabilities are included in “Accounts payable and other accrued liabilities” and “Lease liability and other long-term liabilities,” respectively, in the consolidated balance sheets.

Operating lease expense is included in cost of revenue and operating expenses in the consolidated statements of operations and in cash flows from operating activities on the consolidated statements of cash flows. The operating leases include variable lease costs which are not material and are included in operating lease costs. Additional details of the Company’s operating leases are presented in the following table:

	Three		Nine
	Months		Months
	Ended		Ended
	September 30,		September 30,
	2019		2019
Operating lease expense	$	251	$	772
Cash paid for operating leases	$	322	$	1,014

The table below reconciles the undiscounted cash payment obligations for the first five years and total of the remaining years for the operating lease liability recorded in the consolidated balance sheet as of September 30, 2019:

	Cash
	Payment
Year ending December 31:	Obligations
2019 (remaining)	$	259
2020		870
2021		838
2022		862
2023		867
Thereafter		218
Total lease payments		3,914
Imputed interest		(643	)
Total minimum lease payments	$	3,271

12. Income Taxes

The provision for income taxes for the nine months ended September 30, 2019 and 2018 reflects current taxes, deferred taxes, and withholding taxes. The effective tax rate for each of the nine months ended September 30, 2019 and 2018 was 0%. The valuation allowance against net deferred tax assets as of September 30, 2019 was $50,072, an increase of $7,723 from $42,349 as of December 31, 2018.

Excess tax benefits of $707 and $2,751 were recognized in the provision for income taxes for the three and nine months ended September 30, 2019, respectively, which were offset by $707 and $2,751 of valuation allowance, respectively. Excess tax benefits of $51 and $762 were recognized in the provision for income taxes for the three and nine months ended September 30, 2018, respectively, which were offset by $51 and $762 of valuation allowance, respectively.

13. Commitments and Contingencies

Certain of the Company’s product license and services agreements include an indemnification provision for claims from third parties relating to the Company’s intellectual property. Such indemnification provisions are accounted for in accordance with ASC 450 “Contingencies.” To date, there have been no claims made under such indemnification provisions.

The Company is subject from time to time to legal proceedings and claims arising in the ordinary course of business. At this time, the Company does not believe that the resolution of any such matters will have a material adverse effect on its financial position, results of operations or cash flows.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements relating to future events or the future financial performance of Digimarc that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. See the discussion regarding forward-looking statements included in this Quarterly Report on Form 10-Q under the caption “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995.”

The following discussion should be read in conjunction with our consolidated financial statements and the related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Readers are also urged to carefully review and consider the disclosures made in Part II, Item 1A (Risk Factors) of this Quarterly Report on Form 10-Q and in the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 22, 2019 (our “2018 Annual Report”), and other reports and filings we have made with the U.S. Securities and Exchange Commission (“SEC”).

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “Company,” “Digimarc,” “we,” “our” and “us” refer to Digimarc Corporation.

All dollar amounts are in thousands except per share amounts or unless otherwise noted. The percentages within the tables may not sum to 100% due to rounding.

Digimarc, Digimarc Barcode, Digimarc Discover and Guardian are registered trademarks of Digimarc Corporation.

Overview

Digimarc Corporation, an Oregon corporation incorporated in 2008, enables governments, banks, retailers, consumer brands and other businesses around the world to automatically and reliably identify and interact with virtually any form of media. We have developed the Digimarc Platform, a comprehensive set of technologies for identifying, discovering and interacting with digitally-enhanced media. The platform includes Digimarc Barcode, a proprietary method for imperceptibly enhancing packaging, print, images, thermal labels, audio and other objects with data that is detected by enabled devices, such as smart phones, computers, barcode scanners and machine-vision equipment. Digimarc Discover software enables an ecosystem of connected devices to easily identify content or materials and deliver information.

Quality management tools, specifications, education and training resources support the Digimarc Platform and enable a growing ecosystem of alliances and developers to build a variety of applications including solutions that:

•

Improve the speed of retail checkout;

•

Provide simple and intuitive mobile customer engagement experiences in stores and at home;

•

Improve inspection rates on manufacturing lines for quality control processes;

•

Provide efficient and reliable identification of consumer-packaged goods by retail associates in stores for inventory management and restocking;

•

Quickly and reliably identify and effectively manage music, movies, television programming, digital images, e-publications, documents and other printed materials, especially in light of non-linear distribution over the Internet;

•

Deter counterfeiting of money, media and goods, and piracy of e-publications, movies and music;

•

Support new digital media distribution models and methods to monetize media content;

•

Provide consumers with more choice and access to media content when, where and how they want it;

•

Enhance imagery and video by associating metadata or authenticating media content for government and commercial uses; and

•

Better secure identity documents to enhance national security and combat identity theft and fraud.

Our inventions allow our business partners and customers to provide persistent digital identities for virtually any media content that is digitally processed at some point during its lifecycle. Our technology can be applied to images, video, and audio to supply a wide range of consumer engagement, media management and security solutions across multiple consumer and government industry

sectors. Over the years our enabling software and business processes, and associated intellectual property portfolio, have grown to encompass many related technologies.

We provide our solutions directly and through our business partners. Our inventions provide a powerful element of document security, giving rise to a long-term relationship with a consortium of central banks (the “Central Banks”), and many leading companies in the information technology industry. We and our business partners have successfully propagated the use of our technology in music, movies, television broadcasts, digital images, e-publications and printed materials. Digimarc Barcodes have been used in these applications to improve media rights and asset management, reduce piracy and counterfeiting losses, improve marketing programs, permit more efficient and effective distribution of valuable media content and enhance consumer entertainment and commercial experiences.

Digimarc Barcodes can be used to enhance all forms of media and are generally imperceptible to human senses, but quickly detected by computers, networks or other digital devices like smartphones and tablets. Unlike traditional barcodes and tags, our solution does not require content owners to give up valuable visual space on their media content; nor does it affect the overall layout or aesthetics of their media content. Digimarc Barcodes are generally imperceptible in normal use and do all that visible barcodes do, but perform better. Our Digimarc Discover platform delivers a range of rich media experiences to its readers on their smartphones or tablets across multiple media formats, including print, audio, video and packaging. Unique to Digimarc Discover is its seamless multi-modal use of various content identification technologies as needed, including Digimarc Barcode when present.

Banknote counterfeit deterrence was the first commercially successful large-scale use of our technologies. Innovations based on our existing digital watermarking technology and experience have been leveraged to create new products to deter counterfeiting and tampering of driver licenses and other government-issued secure credentials. In parallel, our business partners, under patent or technology licenses from us, are delivering digital watermarking solutions to track and monitor the distribution of music, images, television and movies to consumers.

In January 2014, we introduced Digimarc Barcodes for use in consumer product packaging. These Digimarc Barcodes can contain the same or even more information found in traditional universal product codes (“UPC”). The UPC information is nearly imperceptible and repeated multiple times over the entire package surface, making checkout faster and easier for both customers and cashiers. We partnered with Datalogic, a global leader in automatic data capture and industrial automation markets and producer of barcode readers, in introducing the Digimarc Barcode to the consumer product packaging market. Since then, additional scanner vendors and other alliance partners have announced support for Digimarc Barcode. Digimarc Barcodes can also connect mobile-enabled consumers directly from packaging to engaging mobile experiences such as additional product information, special offers, recommendations, reviews, social networks and more.

In January 2016, Digimarc and GS1 US, the U.S. operation of the organization that maintains the global standards for barcodes, announced a broad collaboration to help the industries served by GS1 to make effective use of Digimarc Barcode. GS1 US educates, trains and provides access to services to their 300,000 member businesses. Among other things, Digimarc and GS1 US are working to improve product identification for retailers and consumers with brand-certified, accurate product information via Digimarc Barcodes. In September 2016, Digimarc announced a similar collaboration with GS1 Germany.

In January 2018, we introduced Digimarc Barcode for use in thermal labels for fresh food products. These Digimarc Barcodes contain GS1 Application Identifiers for fresh foods, allowing retailers to dynamically adjust pricing on soon-to-be-expired fresh foods or sell items at a discount, instead of discarding them. Retail thermal labels with Digimarc Barcode scan even when ripped, creased, smudged or damaged, making checkout faster and easier for both customers and cashiers. We have partnered with multiple industry leading retail scale label manufacturers to introduce thermal labels enabled with Digimarc Barcode to the retail industry. Thermal labels enabled with Digimarc Barcode can also provide consumers an engaging mobile experience similar to Digimarc Barcode for consumer product packaging.

In April 2018, Digimarc announced a new 15-year partnership with Microsoft. The partnership includes the integration of Digimarc scanning software into Windows, as part of the Windows 10 update. The two companies have a history of working together to improve retailer operational efficiency and increase consumer engagement with products.

In May 2018, Digimarc announced its support of SmartLabel and the availability of Digimarc Barcode scanning capabilities within the SmartLabel app. The SmartLabel program was developed by the Grocery Manufacturers Association and the Food Marketing Institute to give consumers a way to digitally access more detailed product information than could fit on a package. Most recently, Digimarc Barcode has been adopted by the U.S. Department of Agriculture as an approved digital disclosure method for products and packaging containing bioengineered food, commonly referred to as “GMOs.” The National Bioengineered Food Disclosure Standard was published in December 2018 after a review and comment period lasting more than two years. The regulations include provisions for label disclosure of food products containing genetically modified organisms, which went into effect on February 19, 2019. Consumer goods manufacturers and private label retailers can use Digimarc Barcode as a one-source solution to satisfy both their voluntary SmartLabel program participation and mandatory bioengineering disclosures.

In October 2018, Digimarc previewed Signal Rich™ Art at the Adobe Max Creativity Conference. The Signal Rich™ Art tools under development employ breakthrough advances in imaging science, machine vision and artificial intelligence to create artwork where machine-readable codes become native, inherent in, and inseparable from the design.

In September 2019, Digimarc announced expanded capabilities of the Digimarc Platform with several leading brands employing Digimarc Barcode for packaging and Digimarc Discover software in high-speed inspection systems to catch mislabeling problems before products ship to consumers. Digimarc Barcode provides data redundancy on product packaging without marring the appearance of the design. Consumer brands that use Digimarc Barcode for packaging, combined with high-speed inspection system scanning equipment from Cognex or Datalogic, can improve matching of front and back labels, cartons and lids, and other multi-component packages.

Our intellectual property contains many innovations in digital watermarking, content recognition (sometimes referred to as “fingerprinting”), digital rights management and related fields. To protect our inventions, we have implemented an extensive intellectual property protection program that relies on a combination of patent, copyright, trademark and trade secret laws, and nondisclosure agreements and other contracts. As a result, we believe we have one of the world’s most extensive patent portfolios in digital watermarking and related fields, with over 1,100 U.S. and foreign patents granted and applications pending as of September 30, 2019. We continue to develop and broaden our portfolio in the fields of media identification and management technology and related applications and systems. We devote significant resources to developing and protecting our inventions and continuously seek to identify and evaluate potential licensees for our patents. The patents in our portfolio each have a life of approximately 20 years from the effective filing date of the patent, and up to 17 years after the patent has been granted.

The market for patent licensing has become more challenging in recent years. As a result, we have shifted our focus from direct monetization through enforcement and licensing to facilitating progress toward the realization of our vision to enrich everyday living via pervasive, intuitive computing by:

•

encouraging large scale adoption of our technologies by industry leaders;

•

increasing the scale and rate of growth of our products and services business; and

•

laying a foundation for continuing innovation.

For a discussion of activities and costs related to our research and development, see “Results of Operations – Summary – Research, development and engineering.”

Critical Accounting Policies and Estimates

Detailed information about our critical accounting policies and estimates is set forth in Part III, Item 15 of our 2018 Annual Report (“Exhibits and Financial Statement Schedules”), in “Note 1: Description of Business and Summary of Significant Accounting Policies,” which is incorporated by reference into this Quarterly Report on Form 10-Q.

Effective January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 842, “Leases.” Additional information is included in “Note 11: Leases” of our Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Results of Operations

The following table presents statements of operations data for the periods indicated as a percentage of total revenue. Unless otherwise indicated, all references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to the three and nine month periods ended September 30, 2019, and all changes discussed with respect to such periods reflect changes compared to the three and nine month periods ended September 30, 2018.

	Three			Three			Nine			Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
	Percentages are percent of total revenue						Percentages are percent of total revenue
Revenue:
Service		52	%		57	%		58	%		60	%
Subscription		39			31			34			29
License		9			12			9			11
Total revenue		100			100			100			100
Cost of revenue:
Service		22			26			25			28
Subscription		8			10			8			9
License		3			3			3			3
Total cost of revenue		33			39			35			40
Gross profit		67			61			65			60
Operating expenses:
Sales and marketing		83			96			84			90
Research, development and engineering		70			83			69			76
General and administrative		46			50			46			47
Intellectual property		6			7			6			6
Total operating expenses		205			236			205			219
Operating loss		(138	)		(175	)		(141	)		(158	)
Other income, net		4			6			4			5
Loss before income taxes		(133	)		(170	)		(137	)		(153	)
Provision for income taxes		0			(0	)		(0	)		(0	)
Net loss		(133	%)		(170	%)		(137	%)		(153	%)

Summary

Total revenue for the three and nine month periods ended September 30, 2019 increased 19% to $5.8 million and 11% to $17.7 million, respectively, compared to the corresponding three and nine month periods ended September 30, 2018, primarily as a result of higher subscription and service revenue.

Total operating expenses for the three and nine month periods ended September 30, 2019 increased 3% to $11.9 million and 4% to $36.3 million, respectively, compared to the corresponding three and nine month periods ended September 30, 2018, primarily due to routine annual compensation adjustments for our employees.

Revenue

	Three			Three									Nine			Nine
	Months			Months									Months			Months
	Ended			Ended			Dollar			Percent			Ended			Ended			Dollar			Percent
	September 30,			September 30,			Increase			Increase			September 30,			September 30,			Increase			Increase
	2019			2018			(Decrease)			(Decrease)			2019			2018			(Decrease)			(Decrease)
Revenue:
Service	$	3,003		$	2,787		$	216			8	%	$	10,167		$	9,630		$	537			6	%
Subscription		2,273			1,532			741			48	%		5,924			4,554			1,370			30	%
License		552			595			(43	)		(7	)%		1,577			1,781			(204	)		(11	)%
Total	$	5,828		$	4,914		$	914			19	%	$	17,668		$	15,965		$	1,703			11	%
Revenue (as % of total revenue):
Service		52	%		57	%								58	%		60	%
Subscription		39	%		31	%								34	%		29	%
License		9	%		12	%								9	%		11	%
Total		100	%		100	%								100	%		100	%

Service. Service revenue consists primarily of revenue derived from the sale of software development and consulting services. The majority of service revenue arrangements are structured as time and materials consulting agreements. Most of our service revenue is derived from contracts with the Central Banks and government agency contractors. The agreements range from several months to several years in length, and our longer-term contracts are subject to work plans that are reviewed and agreed upon at least annually. These contracts generally provide for billing hours worked at predetermined rates and, to a lesser extent, reimbursement for third party costs and services. Increases or decreases in the services provided under these contracts are generally subject to both volume and price changes. The volume of work is generally negotiated at least annually and can be modified as the customer’s needs change. We also have provisions in our longer-term contracts that allow for specific rate price increases on an annual basis to account for cost of living variables. Contracts with government agency contractors are generally shorter-term in nature, less linear in billings and less predictable than our longer-term contracts because the contracts with government agency contractors are subject to government budgets and funding.

The increases in service revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to the timing of program work with the Central Banks.

Subscription. Subscription revenue includes revenue derived from the sale of Digimarc Discover, Digimarc Barcode and Digimarc Guardian products and services, and is generally recurring in nature, paid in advance and recognized over the term of the subscription.

The increases in subscription revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were due to higher Digimarc Discover and Digimarc Barcode revenue, partially offset by lower Digimarc Guardian revenue.

License. License revenue includes revenue from licensing our intellectual property where we receive license fees and/or royalties.

The decreases in license revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to lower reported royalties from licensees.

Revenue by Geography

	Three			Three								Nine			Nine
	Months			Months								Months			Months
	Ended			Ended			Dollar		Percent			Ended			Ended			Dollar		Percent
	September 30,			September 30,			Increase		Increase			September 30,			September 30,			Increase		Increase
	2019			2018			(Decrease)		(Decrease)			2019			2018			(Decrease)		(Decrease)
Revenue by geography:
Domestic	$	2,136		$	1,387		$	749		54	%	$	5,225		$	4,127		$	1,098		27	%
International		3,692			3,527			165		5	%		12,443			11,838			605		5	%
Total	$	5,828		$	4,914		$	914		19	%	$	17,668		$	15,965		$	1,703		11	%
Revenue (as % of total revenue):
Domestic		37	%		28	%							30	%		26	%
International		63	%		72	%							70	%		74	%
Total		100	%		100	%							100	%		100	%

The increases in domestic revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to higher Digimarc Discover and Digimarc Barcode revenue from our domestic customers.

The increases in international revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to the timing of program work with the Central Banks.

Cost of Revenue

Service. Cost of service revenue primarily includes costs that are allocated from sales and marketing, research, development and engineering, and intellectual property that relate directly to performing services under our customer contracts and direct costs of program delivery. Costs include:

•

compensation, benefits, incentive compensation in the form of stock-based compensation and related costs of our software developers, quality assurance personnel, product managers, business development managers and other personnel where we bill our customers for time and materials costs;

•

payments to outside contractors that are billed to customers;

•

charges for equipment directly used by customers;

•

depreciation for machinery, equipment and software directly used by customers;

•

travel costs directly attributable to service and development contracts; and

•

charges for infrastructure and centralized costs of facilities and information technology.

Subscription. Cost of subscription revenue primarily includes:

•

compensation, benefits, incentive compensation in the form of stock-based compensation and related costs of operations personnel;

•

cost of outside contractors that provide operational support; and

•

Internet service provider connectivity charges and image search data fees to support the services offered to our subscription customers.

License. Cost of license revenue primarily includes:

•

amortization of capitalized patent costs; and

•

amortization of patent maintenance fees.

Gross Profit

	Three			Three									Nine			Nine
	Months			Months									Months			Months
	Ended			Ended			Dollar			Percent			Ended			Ended			Dollar			Percent
	September 30,			September 30,			Increase			Increase			September 30,			September 30,			Increase			Increase
	2019			2018			(Decrease)			(Decrease)			2019			2018			(Decrease)			(Decrease)
Gross Profit:
Service	$	1,716		$	1,486		$	230			15	%	$	5,796		$	5,218		$	578			11	%
Subscription		1,814			1,052			762			72	%		4,555			3,084			1,471			48	%
License		380			441			(61	)		(14	)%		1,080			1,338			(258	)		(19	)%
Total	$	3,910		$	2,979		$	931			31	%	$	11,431		$	9,640		$	1,791			19	%
Gross Profit (as % of related revenue components):
Service		57	%		53	%								57	%		54	%
Subscription		80	%		69	%								77	%		68	%
License		69	%		74	%								68	%		75	%
Total		67	%		61	%								65	%		60	%

The increases in total gross profit for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to higher subscription and service revenue.

The increases in service gross profit as a percentage of service revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to higher service revenue.

The increases in subscription gross profit as a percentage of subscription revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to higher subscription revenue.

The decreases in license gross profit as a percentage of license revenue for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to lower license revenue.

Operating Expenses

We allocate certain costs of sales and marketing, research, development and engineering, and intellectual property to cost of revenue when they relate directly to our customer contracts. We record all remaining, or “residual,” costs as sales and marketing, research, development and engineering, general and administrative, and intellectual property expenses.

Sales and marketing

	Three			Three								Nine			Nine
	Months			Months								Months			Months
	Ended			Ended			Dollar		Percent			Ended			Ended			Dollar		Percent
	September 30,			September 30,			Increase		Increase			September 30,			September 30,			Increase		Increase
	2019			2018			(Decrease)		(Decrease)			2019			2018			(Decrease)		(Decrease)
Sales and marketing	$	4,839		$	4,741		$	98		2	%	$	14,876		$	14,385		$	491		3	%
Sales and marketing (as % of total revenue)		83	%		96	%							84	%		90	%

Sales and marketing expenses consist primarily of:

•

compensation, benefits, incentive compensation in the form of stock-based compensation and related costs of sales and marketing employees and product managers;

•

travel and market research costs, and costs associated with marketing programs, such as trade shows, public relations and new product launches;

•

professional services and outside contractor costs for product and marketing initiatives; and

•

charges for infrastructure and centralized costs of facilities and information technology.

The increase in sales and marketing expenses for the three month period ended September 30, 2019, compared to the corresponding three month period ended September 30, 2018, was primarily due to:

•

increased headcount and compensation-related expenses of $0.2 million; partially offset by

•

decreased marketing costs and professional fees of $0.1 million.

The increase in sales and marketing expenses for the nine month period ended September 30, 2019, compared to the corresponding nine month period ended September 30, 2018, was primarily due to:

•

increased headcount and compensation-related expenses of $0.9 million; partially offset by

•

decreased marketing costs and professional fees of $0.3 million.

Research, development and engineering

	Three			Three								Nine			Nine
	Months			Months								Months			Months
	Ended			Ended			Dollar		Percent			Ended			Ended			Dollar		Percent
	September 30,			September 30,			Increase		Increase			September 30,			September 30,			Increase		Increase
	2019			2018			(Decrease)		(Decrease)			2019			2018			(Decrease)		(Decrease)
Research, development and engineering	$	4,105		$	4,069		$	36		1	%	$	12,124		$	12,074		$	50		0	%
Research, development and engineering (as % of total revenue)		70	%		83	%							69	%		76	%

Research, development and engineering expenses consist primarily of:

•

compensation, benefits, incentive compensation in the form of stock-based compensation and related costs of software and hardware developers and quality assurance personnel;

•

payments to outside contractors;

•

the purchase of materials and services for product development; and

•

charges for infrastructure and centralized costs of facilities and information technology.

The increases in research, development and engineering expenses for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were insignificant.

General and administrative

	Three			Three								Nine			Nine
	Months			Months								Months			Months
	Ended			Ended			Dollar		Percent			Ended			Ended			Dollar		Percent
	September 30,			September 30,			Increase		Increase			September 30,			September 30,			Increase		Increase
	2019			2018			(Decrease)		(Decrease)			2019			2018			(Decrease)		(Decrease)
General and administrative	$	2,656		$	2,447		$	209		9	%	$	8,194		$	7,495		$	699		9	%
General and administrative (as % of total revenue)		46	%		50	%							46	%		47	%

We incur general and administrative costs in the functional areas of finance, legal, human resources, executive and board of directors. Costs for facilities and information technology are also managed as part of the general and administrative processes and are allocated to this area as well as each of the areas in cost of revenue, sales and marketing, research, development and engineering and intellectual property.

General and administrative expenses consist primarily of:

•

compensation, benefits and incentive compensation in the form of stock-based compensation and related costs of general and administrative personnel;

•

third party and professional fees associated with legal, accounting and human resources functions;

•

costs associated with being a public company; and

•

charges for infrastructure and centralized costs of facilities and information technology.

The increase in general and administrative expenses for the three month period ended September 30, 2019, compared to the corresponding three month period ended September 30, 2018, was primarily due to:

•

increased headcount and compensation-related expenses of $0.1 million; and

•

increased professional and consulting fees of $0.1 million.

The increase in general and administrative expenses for the nine month period ended September 30, 2019, compared to the corresponding nine month period ended September 30, 2018, was primarily due to:

•

increased headcount and compensation-related expenses of $0.4 million;

•

increased infrastructure and centralized costs of $0.2 million; and

•

increased professional and consulting fees of $0.1 million.

Intellectual property

	Three			Three								Nine			Nine
	Months			Months								Months			Months
	Ended			Ended			Dollar		Percent			Ended			Ended			Dollar		Percent
	September 30,			September 30,			Increase		Increase			September 30,			September 30,			Increase		Increase
	2019			2018			(Decrease)		(Decrease)			2019			2018			(Decrease)		(Decrease)
Intellectual property	$	342		$	328		$	14		4	%	$	1,093		$	948		$	145		15	%
Intellectual property (as % of total revenue)		6	%		7	%							6	%		6	%

We incur intellectual property expenses that arise primarily from costs associated with documenting, applying for, and maintaining domestic and international patents and trademarks.

Gross expenditures for intellectual property costs, before reflecting the effect of capitalized patent costs, primarily consist of:

•

compensation, benefits and incentive compensation in the form of stock-based compensation and related costs of attorneys and legal assistants;

•

third party costs, including filing and governmental regulatory fees and fees for outside legal counsel and translation costs, each incurred in the patent process;

•

charges to write off previously capitalized patent costs for patent assets we abandon; and

•

charges for infrastructure and centralized costs of facilities and information technology.

Intellectual property expenses can vary from period to period based on the level of capitalized patent activity.

The increase in intellectual property expenses for the three month period ended September 30, 2019, compared to the corresponding three month period ended September 30, 2018, was insignificant.

The increase in intellectual property expenses for the nine month period ended September 30, 2019, compared to the corresponding nine month period ended September 30, 2018, was primarily due to increased legal costs.

Stock-based compensation

	Three		Three								Nine		Nine
	Months		Months								Months		Months
	Ended		Ended		Dollar			Percent			Ended		Ended		Dollar			Percent
	September 30,		September 30,		Increase			Increase			September 30,		September 30,		Increase			Increase
	2019		2018		(Decrease)			(Decrease)			2019		2018		(Decrease)			(Decrease)
Cost of revenue	$	163	$	134	$	29			22	%	$	524	$	456	$	68			15	%
Sales and marketing		459		442		17			4	%		1,467		1,198		269			22	%
Research, development and engineering		366		367		(1	)		(0	)%		1,077		1,015		62			6	%
General and administrative		984		846		138			16	%		2,823		2,461		362			15	%
Intellectual property		69		76		(7	)		(9	)%		203		215		(12	)		(6	)%
Total	$	2,041	$	1,865	$	176			9	%	$	6,094	$	5,345	$	749			14	%

The changes in stock-based compensation expense for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to timing and amount of stock awards.

We anticipate incurring an additional $15,473 in stock-based compensation expense through September 30, 2023 for awards outstanding as of September 30, 2019.

Other income, net

	Three			Three									Nine			Nine
	Months			Months									Months			Months
	Ended			Ended			Dollar			Percent			Ended			Ended			Dollar			Percent
	September 30,			September 30,			Increase			Increase			September 30,			September 30,			Increase			Increase
	2019			2018			(Decrease)			(Decrease)			2019			2018			(Decrease)			(Decrease)
Other income, net	$	259		$	273		$	(14	)		(5	)%	$	727		$	799		$	(72	)		(9	)%
Other income, net (as % of total revenue)		4	%		6	%								4	%		5	%

The decreases in other income, net for the three and nine month periods ended September 30, 2019, compared to the corresponding three and nine month periods ended September 30, 2018, were primarily due to lower interest income as a result of lower cash and investment balances.

Income Taxes

The provision for income taxes for the nine month periods ended September 30, 2019 and 2018 reflects current taxes, deferred taxes, and withholding taxes. The effective tax rate for each of the nine month periods ended September 30, 2019 and 2018 was 0% because we have a full valuation allowance recorded against our deferred tax assets.

The valuation allowance against deferred tax assets as of September 30, 2019 was $50,072, an increase of $7,723 from $42,349 as of December 31, 2018.

We continually assess the applicability of valuation allowance against our deferred tax assets. Based upon the positive and negative evidence available as of September 30, 2019, and largely due to the cumulative loss incurred by us over the last several years, which is considered a significant piece of negative evidence when assessing the realizability of deferred tax assets, a full valuation allowance is recorded against our deferred tax assets. We will not record tax benefits on any future losses until it is determined that those tax benefits will be realized. All future reversals of the valuation allowance would result in a tax benefit in the period recognized.

Liquidity and Capital Resources

	September 30,		December 31,
	2019		2018
Working capital	$	42,781	$	45,326
Current ratio (1)	9.5:1		11.5:1
Cash, cash equivalents and short-term marketable securities	$	41,335	$	43,656
Long-term marketable securities	$	1,497	$	—
Total cash, cash equivalents and marketable securities	$	42,832	$	43,656

(1)	The current (liquidity) ratio is calculated by dividing total current assets by total current liabilities.

The $0.8 million decrease in cash, cash equivalents and marketable securities at September 30, 2019 from December 31, 2018 resulted primarily from:

•

cash used in operations;

•

purchases of common stock related to tax withholding in connection with the vesting of restricted stock; and

•

purchases of property and equipment and capitalized patent costs; partially offset by

•

net proceeds from the issuance of common stock; and

•

proceeds from stock option exercises.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and trade accounts receivable. We place our cash and cash equivalents with major banks and financial institutions and at times deposits may exceed insured limits. Marketable securities primarily include commercial paper, corporate notes and U.S. treasuries. Our investment policy requires our portfolio to be invested to ensure that the greater of $3 million or 7% of the invested funds will be available within 30 days’ notice.

Other than cash used for operating needs, which may include short-term marketable securities, our investment policy limits our credit exposure to any one financial institution or type of financial instrument by limiting the maximum of 5% of our cash and cash equivalents and marketable securities or $1 million, whichever is greater, to be invested in any one issuer except for the U.S. government, U.S. federal agencies and U.S. backed securities, which have no limits, at the time of purchase. Our investment policy also limits our credit exposure by limiting to a maximum of 40% of our cash and cash equivalents and marketable securities, or $15 million, whichever is greater, to be invested in any one industry category (e.g., financial or energy industries) at the time of purchase. As a result, we believe our credit risk associated with cash and investments to be minimal. A decline in the market value of any security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. To determine whether an impairment is other-than-temporary, we consider whether we have the ability and intent to hold the investment until a market price recovery and evidence indicating that the cost of the investment is recoverable outweighs evidence to the contrary. There have been no other-than-temporary impairments identified or recorded by us in the three and nine months ended September 30, 2019 and 2018.

Operating Cash Flow

The components of operating cash flows were:

	Nine			Nine
	Months			Months
	Ended			Ended			Dollar			Percent
	September 30,			September 30,			Increase			Increase
	2019			2018			(Decrease)			(Decrease)
Net loss	$	(24,157	)	$	(24,492	)	$	335			1	%
Non-cash items		7,725			6,949			776			11	%
Changes in operating assets and liabilities		(331	)		1,439			(1,770	)		(123	)%
Net cash used in operating activities	$	(16,763	)	$	(16,104	)	$	(659	)		(4	)%

Cash flows used in operating activities for the nine month period ended September 30, 2019 increased by $0.7 million, compared to the corresponding nine month period ended September 30, 2018, primarily as a result of changes in operating assets and liabilities, partially offset by higher non-cash items. The changes in operating assets and liabilities were primarily due to the collection of a $1.75 million upfront license fee received in January 2018. The increase in non-cash items was primarily due to higher stock-based compensation.

Cash flows from investing activities for the nine month period ended September 30, 2019, compared to the corresponding nine month period ended September 30, 2018, decreased by $20.9 million from $9.7 million provided by to $11.3 million used, primarily as a result of higher net purchases of marketable securities.

Cash flows from financing activities for the nine month period ended September 30, 2019, compared to the corresponding nine month period ended September 30, 2018, increased by $17.8 million from $0.6 million used to $17.2 million provided by, primarily as a result of the sale of our common stock.

Future Cash Expectations

We believe that our current cash, cash equivalents, and short-term marketable securities balances will satisfy our projected working capital and capital expenditure requirements for at least the next 12 months.

In May 2019, we entered into an Equity Distribution Agreement, whereby we may sell from time to time through Wells Fargo Securities, LLC, as our sales agent, our common stock having an aggregate offering price of up to $30 million. Wells Fargo Securities, LLC will receive from us a commission equal to 2.50% of the gross sales price per share of common stock for shares having an aggregate offering price of up to $10 million, and a commission of 2.25% of the gross sales price per share of common stock thereafter, for shares sold under the Equity Distribution Agreement. As of September 30, 2019, we had sold 335,748 shares at an average price of $60.61 under this Equity Distribution Agreement, totaling $20.3 million of cash proceeds, less $0.5 million of commissions and $0.3 million of stock issuance costs, for net cash proceeds of $19.6 million.

We have a $100 million shelf registration statement in place, of which $17.8 million and $12.0 million were allocated for sales of our common stock in connection with our registered direct offerings in June 2017 and November 2017, respectively. We have also allocated up to $30 million of the shelf registration statement for the sale of our common stock under the Equity Distribution Agreement with Wells Fargo Securities, LLC, of which $20.3 million has been sold. We did not sell any common stock under the Equity Distribution Agreement during the three-month period ended September 30, 2019. As of September 30, 2019, $49.9 million remains available for future issuances under this shelf registration statement, which expires in June 2020.

We may sell shares under the Equity Distribution Agreement and/or use similar or other financing means to raise working capital in the future, if necessary, to support continued investment in our growth initiatives. We may also raise capital in the future to fund acquisitions and/or investments in complementary businesses, technologies or product lines. If it becomes necessary to obtain additional financing, we may not be able to do so, or if these funds are available, they may not be available on satisfactory terms.

Off-Balance Sheet Arrangements

We have recorded the operating leases that were disclosed in our 2018 Annual Report upon adoption of ASC 842, “Leases,” on January 1, 2019.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933. Words such as “may,” “might,” “plan,” “should,” “could,” “expect,” “anticipate,” “intend,” “believe,” “project,” “forecast,” “estimate,” “continue,” and variations of such terms or similar expressions are intended to identify such forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements, and investors are cautioned not to place undue reliance on such statements. We believe that the following factors, among others (including those described in Item 1A. “Risk Factors” of our 2018 Annual Report), could affect our future performance and the liquidity and value of our securities and cause our

actual results to differ materially from those expressed or implied by forward-looking statements made by us. Forward-looking statements include but are not limited to statements relating to:

•

concentration of revenue with few customers comprising a large majority of the revenue;

•

revenue trends and expectations, including our belief that international revenue could represent a growing percentage of total revenue in the future;

•

anticipated successful advocacy of our technology by our channel partners;

•

our belief regarding the global deployment of our products;

•

our future level of investment in our business, including investment in research, development and engineering of products and technology, development of our intellectual property, sales growth initiatives and development of new market opportunities;

•

anticipated expenses, costs, margins, provision for income taxes and investment activities in the foreseeable future;

•

our assumptions and expectations related to stock awards;

•

our belief that we have one of the world’s most extensive patent portfolios in digital watermarking and related fields;

•

anticipated effect of our adoption of accounting pronouncements;

•

our beliefs regarding our critical accounting policies;

•

anticipated revenue to be generated from current contracts, renewals, and as a result of new programs;

•

our estimates, judgements and assumptions related to impairment testing;

•

variability of contracted arrangements;

•

business opportunities that could require that we seek additional financing and our ability to do so;

•

the size and growth of our markets and our assumptions and beliefs related to those markets;

•

the existence of international growth opportunities and our future investment in such opportunities;

•

the sources of our future revenue;

•

our expected short-term and long-term liquidity positions;

•

our capital expenditure and working capital requirements and our ability to fund our capital expenditure and working capital needs through cash flow from operations or financing;

•

the effect of computerized trading on our stock price;

•

capital market conditions, our expectations regarding credit risk exposure, interest rate volatility and other limitations on the availability of capital, which could have an impact on our cost of capital and our ability to access the capital markets;

•

our use of cash, cash equivalents and marketable securities in upcoming quarters and the possibility that our deposits of cash and cash equivalents with major banks and financial institutions may exceed insured limits;

•

the adoption of our technology and success of our products, including Digimarc Discover, Digimarc Barcode and Digimarc Guardian;

•

our ability to innovate and enhance our competitive differentiation;

•

our beliefs related to our existing facilities;

•

protection, development and monetization of our intellectual property portfolio;

•

our beliefs related to our relationship with our employees;

•

our beliefs regarding cybersecurity incidents;

•

our beliefs related to certain provisions in our bylaws and articles of incorporation; and

•

our beliefs related to legal proceedings and claims arising in the ordinary course of business.

We believe that the risk factors specified above and the risk factors contained in Part I, Item 1A. “Risk Factors” of our 2018 Annual Report, among others, could affect our future performance and the liquidity and value of our securities and cause our actual

results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf. Investors should understand that it is not possible to predict or identify all risk factors and that there may be other factors that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements made by us or by persons acting on our behalf apply only as of the date of this Quarterly Report on Form 10-Q. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of the filing of this Quarterly Report on Form 10-Q.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act), under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. These disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Controls

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the three month period ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION.

Item 1.

Legal Proceedings.

We are subject from time to time to legal proceedings and claims arising in the ordinary course of business. At this time, we do not believe that the resolution of any such matters will have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A.

Risk Factors

Our business, financial condition, results of operations and cash flows may be affected by a number of factors. Detailed information about risk factors that may affect Digimarc’s actual results are set forth in Part I, Item 1A: “Risk Factors” of our 2018 Annual Report. The risks and uncertainties described in our 2018 Annual Report are those risks of which we are aware and that we consider to be material to our business. If any of those risks and uncertainties develop into actual events, our business, financial condition, results of operations or cash flows could be materially adversely affected. In that case, the trading price of our common stock could decline. As of September 30, 2019, there have been no material changes to the risk factors set forth in our 2018 Annual Report.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

We repurchase shares of common stock in satisfaction of required withholding tax liability in connection with the vesting of restricted shares.

The following table sets forth information regarding purchases of our equity securities during the three month period ended September 30, 2019:

							(d)
					(c)		Approximate
					Total number		dollar value
					of shares		of shares that
	(a)		(b)		purchased as		may yet be
	Total number		Average price		part of publicly		purchased
	of shares		paid per		announced plans		under the plans
Period	purchased (1)		share (1)		or programs		or programs
Month 1
July 1, 2019 to July 31, 2019		—	$	—		—	$	—
Month 2
August 1, 2019 to August 31, 2019		19,596	$	40.29		—	$	—
Month 3
September 1, 2019 to September 30, 2019		2,423	$	39.54		—	$	—
Total		22,019	$	40.21		—	$	—

(1)	Fully vested shares of common stock withheld (purchased) by us in satisfaction of required withholding tax liability upon vesting of restricted stock.

Item 6.

Exhibits.

Exhibit Number		Exhibit Description


31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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 thereunto duly authorized.

Date: October 31, 2019	DIGIMARC CORPORATION

	By:	/s/ CHARLES BECK
		CHARLES BECK
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial and Accounting Officer)