UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2013
DIGIMARC CORPORATION
(Exact name of registrant as specified in its charter)
Oregon | 001-34108 | 26-2828185 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
9405 SW Gemini Drive, Beaverton Oregon 97008
(Address of principal executive offices) (Zip Code)
(503) 469-4800
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
On July 25, 2013, Digimarc Corporation issued a press release announcing its financial results for the quarter ended June 30, 2013. The full text of the press release is attached hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure
On July 25, 2013, Digimarc Corporation issued a press release announcing it had declared a dividend of $0.11 per share of common stock to be paid on August 12, 2013 to its shareholders of record on August 5, 2013. The full text of the press release is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Press Release issued by Digimarc Corporation, dated July 25, 2013 (furnished pursuant to Items 2.02 hereof). | |
99.2 | Press Release issued by Digimarc Corporation, dated July 25, 2013 (furnished pursuant to Items 7.01 hereof). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 25, 2013 | ||||||||||
By: | /s/ Michael McConnell | |||||||||
Michael McConnell | ||||||||||
Chief Financial Officer and Treasurer |
DIGIMARC CORPORATION
FORM 8-K
INDEX TO EXHIBITS
Exhibit |
Description | |
99.1 | Press Release issued by Digimarc Corporation, dated July 25, 2013 (furnished pursuant to Items 2.02 hereof). | |
99.2 | Press Release issued by Digimarc Corporation, dated July 25, 2013 (furnished pursuant to Items 7.01 hereof). |
Exhibit 99.1
Company Contacts:
Michael McConnell
Chief Financial Officer
503-469-4652
mmcconnell@digimarc.com
Scott Liolios or Matt Glover
Liolios Group, Inc.
Investor Relations for Digimarc
949-574-3860
dmrc@liolios.com
FOR IMMEDIATE RELEASE
Digimarc Reports Second Quarter 2013 Financial Results
Beaverton, Ore. July 25, 2013 Digimarc Corporation (NASDAQ: DMRC), a growing force in mobile discovery, reported financial results for the second quarter ended June 30, 2013.
Second Quarter 2013 Results
Revenue for the second quarter of 2013 increased 15% to $10.5 million from $9.1 million in the second quarter of 2012. The improvement was primarily a result of increased subscription revenue from the companys acquisition of Attributor Corporation in December 2012.
Operating income for the second quarter of 2013 was $1.4 million compared to $1.9 million in the same quarter a year-ago. The operating results for the second quarter of 2013 reflect the addition of Attributors operations and increased investments in sales and marketing, and research and development initiatives.
Net income for the second quarter of 2013 was $0.6 million or $0.08 per diluted share compared to $1.2 million or $0.17 per diluted share in the second quarter of 2012. The decrease reflects the decline in operating income and a higher effective income tax rate.
At June 30, 2013, cash, cash equivalents and marketable securities increased $1.5 million to $42.1 million from $40.6 million at March 31, 2013.
Strategy Update
The company expects to continue investing in strategic initiatives during the remainder of 2013 in order to meet various development and marketing deadlines, as well as building or improving aspects of its Intuitive Computing Platform with the objective of having a fully functional system completed by year end.
With the recent release of audio watermarking, we have the major elements of the platform in place, said Bruce Davis, Digimarcs chairman and CEO. We continue to
make progress on developing a high performance invisible barcode for consumer packaged goods; and improving our Online Services Portal for encoding digital identities and configuring associated network services, various Adobe plug-ins for advanced users, and the Digimarc Discover mobile application UI and performance.
Digimarc has completed integration of its invisible barcode reader into a commercially available retail scanner from a leading vendor and is working on other such scanners. The increased rate of investment also supports information requests and collaboration initiatives of numerous infrastructure providers, and continuing basic R&D on a virtual wallet to add simple and effective mobile payment processing to the companys Intuitive Computing Platform. The company also plans to make significant changes to the acquired Guardian copyright protection solution to improve its cost effectiveness and competitive differentiation.
Market development investments will include major presentations at two important industry events. In October, Digimarc will be a primary sponsor of the American Magazine Media Conference, the magazine industrys premier conference. In January, the company will have a booth at the National Retail Federation BIG Show, where it will demonstrate its full mobile-optimized Shoppers Journey to retailers and potential business partners, in what is anticipated to be the largest marketing event in the companys history.
In addition to these product and market development activities, added Davis, we continue to ramp basic and directed research, and associated IP development, having made several recent additions to our strategic IP development capability. The intended result of these investments is to foster an unprecedented growth in the rate of invention, size, and quality of our patent portfolio, laying a foundation for the next wave of patent income for Digimarc.
Conference Call
Digimarc will hold a conference call later today (Thursday, July 25, 2013) to discuss these results. Chairman and CEO Bruce Davis and CFO Mike McConnell will host the call starting at 5:00 p.m. Eastern time (2:00 p.m. Pacific time). A question and answer session will follow managements presentation.
The call will be broadcast live via webcast at www.digimarc.com/investors and www.earnings.com, and will be available for replay through August 25, 2013. The webcast will be archived and available on Digimarcs website at www.digimarc.com/investors/investor-events-and-webcasts.
For those who wish to listen to the call via telephone, please dial the telephone number below at least 5-10 minutes prior to the scheduled start time:
Listen-Only Number: 866-562-9934
Conference ID#: 19392140
If you have any difficulty connecting with the conference call, please contact Liolios Group at 949-574-3860.
About Digimarc
Digimarc Corporation (NASDAQ: DMRC), based in Beaverton, Oregon, is a leading innovator and provider of enabling technologies that create digital identities for all forms of media and many everyday objects. The embedded digital IDs are imperceptible to humans, but not to computers, networks and devices like mobile phones, which can now use cameras and microphones as sensory inputs to see, hear and understand the world around them within the context of their environment. Digimarc has built an extensive intellectual property portfolio with patents in digital watermarking, content identification and management, media and object discovery to enable ubiquitous computing, and related technologies. Digimarc develops solutions, licenses its intellectual property, and provides development services to business partners across a range of industries. For more information, visit www.digimarc.com.
Forward-looking Statements
With the exception of historical information contained in this release, the matters described in this release contain various forward-looking statements. These forward-looking statements include statements and any related inferences regarding increased subscription revenue from the companys acquisition of Attributor, increased investments in sales and marketing and research and development initiatives, the development and marketing objectives discussed under Strategy Update associated with the companys anticipated investment in strategic initiatives, including the unprecedented growth rate of the companys patent portfolio, achieving a fully functional Intuitive Computing Platform by year-end, and significant improvements to the Guardian copyright protection solution, and other statements identified by terminology such as will, should, expects, estimates, predicts and continue or other derivations of these or other comparable terms. These forward-looking statements are statements of managements opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied from the statements in this release as a result of changes in economic, business and/or regulatory factors. More detailed information about risk factors that may affect actual results will be set forth in the companys Form 10-K for the year ended December 31, 2012 and in subsequent periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements opinions only as of the date of this release. Except as required by law, Digimarc undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release.
Digimarc Corporation
Consolidated Income Statement Information
(in thousands, except per share amounts)
(Unaudited)
Three-Month Information | Six-Month Information | |||||||||||||||
June 30, 2013 |
June 30, 2012 |
June 30, 2013 |
June 30, 2012 |
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Revenue: |
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Service |
$ | 3,022 | $ | 2,609 | $ | 5,951 | $ | 5,657 | ||||||||
Subscription |
1,433 | 317 | 2,817 | 595 | ||||||||||||
License |
6,015 | 6,186 | 11,945 | 19,906 | ||||||||||||
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Total revenue |
10,470 | 9,112 | 20,713 | 26,158 | ||||||||||||
Cost of revenue: |
||||||||||||||||
Service |
1,432 | 1,485 | 2,835 | 3,182 | ||||||||||||
Subscription |
588 | 45 | 1,223 | 92 | ||||||||||||
License |
100 | 53 | 196 | 119 | ||||||||||||
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Total cost of revenue |
2,120 | 1,583 | 4,254 | 3,393 | ||||||||||||
Gross profit: |
||||||||||||||||
Service |
1,590 | 1,124 | 3,116 | 2,475 | ||||||||||||
Subscription |
845 | 272 | 1,594 | 503 | ||||||||||||
License |
5,915 | 6,133 | 11,749 | 19,787 | ||||||||||||
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Total gross profit |
8,350 | 7,529 | 16,459 | 22,765 | ||||||||||||
Gross margin: |
||||||||||||||||
Service |
53 | % | 43 | % | 52 | % | 44 | % | ||||||||
Subscription |
59 | % | 86 | % | 57 | % | 85 | % | ||||||||
License |
98 | % | 99 | % | 98 | % | 99 | % | ||||||||
Percentage of gross profit to total revenue |
80 | % | 83 | % | 79 | % | 87 | % | ||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing |
1,563 | 970 | 2,840 | 1,977 | ||||||||||||
Research, development and engineering |
2,822 | 2,146 | 5,547 | 4,144 | ||||||||||||
General and administrative |
2,348 | 2,191 | 4,534 | 4,949 | ||||||||||||
Intellectual property |
261 | 291 | 538 | 610 | ||||||||||||
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Total operating expenses |
6,994 | 5,598 | 13,459 | 11,680 | ||||||||||||
Operating income |
1,356 | 1,931 | 3,000 | 11,085 | ||||||||||||
Net loss from joint ventures |
| | | (1,107 | ) | |||||||||||
Other income, net |
19 | 33 | 48 | 91 | ||||||||||||
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Income before income taxes |
1,375 | 1,964 | 3,048 | 10,069 | ||||||||||||
Provision for income taxes |
(773 | ) | (748 | ) | (1,475 | ) | (3,854 | ) | ||||||||
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Net income |
$ | 602 | $ | 1,216 | $ | 1,573 | $ | 6,215 | ||||||||
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Earnings per common share: |
||||||||||||||||
Earnings per common share - basic |
$ | 0.08 | $ | 0.17 | $ | 0.22 | $ | 0.88 | ||||||||
Earnings per common share - diluted |
$ | 0.08 | $ | 0.17 | $ | 0.21 | $ | 0.84 | ||||||||
Weighted average common shares outstanding - basic |
6,850 | 6,737 | 6,844 | 6,738 | ||||||||||||
Weighted average common shares outstanding - diluted |
7,090 | 6,993 | 7,078 | 6,999 | ||||||||||||
Cash dividends declared per common share: |
$ | 0.11 | $ | 0.11 | $ | 0.22 | $ | 0.11 |
Digimarc Corporation
Consolidated Balance Sheet Information
(in thousands)
(Unaudited)
June 30, 2013 |
December 31, 2012 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents (1) |
$ | 8,305 | $ | 6,866 | ||||
Marketable securities (1) |
26,192 | 25,403 | ||||||
Trade accounts receivable, net |
4,519 | 4,216 | ||||||
Other current assets |
1,306 | 1,016 | ||||||
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Total current assets |
40,322 | 37,501 | ||||||
Marketable securities (1) |
7,584 | 6,787 | ||||||
Property and equipment, net |
1,408 | 1,453 | ||||||
Intangibles, net |
6,689 | 6,721 | ||||||
Goodwill |
1,114 | 1,114 | ||||||
Deferred tax assets, net |
2,188 | 3,589 | ||||||
Other assets |
212 | 166 | ||||||
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Total assets |
$ | 59,517 | $ | 57,331 | ||||
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Liabilities and Shareholders Equity |
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Current liabilities: |
||||||||
Accounts payable and other accrued liabilities |
$ | 1,405 | $ | 1,143 | ||||
Deferred revenue |
3,155 | 2,512 | ||||||
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Total current liabilities |
4,560 | 3,655 | ||||||
Deferred rent and other long-term liabilities |
491 | 673 | ||||||
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Total liabilities |
5,051 | 4,328 | ||||||
Commitments and contingencies |
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Shareholders equity: |
||||||||
Preferred stock |
50 | 50 | ||||||
Common stock |
7 | 7 | ||||||
Additional paid-in capital |
41,360 | 39,869 | ||||||
Retained earnings |
13,049 | 13,077 | ||||||
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Total shareholders equity |
54,466 | 53,003 | ||||||
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Total liabilities and shareholders equity |
$ | 59,517 | $ | 57,331 | ||||
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(1) | Aggregate cash, cash equivalents, short- and long-term marketable securities was $42,081 and $39,056 at June 30 2013 and December 31, 2012, respectively. |
Digimarc Corporation
Consolidated Cash Flow Information
(in thousands)
(Unaudited)
Three-Month Information | Six-Month Information | |||||||||||||||
June 30, 2013 |
June 30, 2012 |
June 30, 2013 |
June 30, 2012 |
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Cash flows from operating activities: |
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Net income |
$ | 602 | $ | 1,216 | $ | 1,573 | $ | 6,215 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization of property and equipment |
162 | 149 | 320 | 292 | ||||||||||||
Amortization and write-off of intangibles |
303 | 69 | 602 | 154 | ||||||||||||
Gain on reversal of contingent merger consideration |
| | (190 | ) | | |||||||||||
Stock-based compensation |
1,077 | 1,401 | 2,169 | 2,757 | ||||||||||||
Net loss from joint ventures |
| | | 1,107 | ||||||||||||
Deferred income taxes |
1,315 | (541 | ) | 1,406 | 62 | |||||||||||
Tax benefit from stock-based awards |
203 | 450 | | 1,893 | ||||||||||||
Excess tax benefit from stock-based awards |
| (203 | ) | | (1,538 | ) | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Trade accounts receivable, net |
(75 | ) | (73 | ) | (303 | ) | 959 | |||||||||
Other current assets |
(227 | ) | (34 | ) | (271 | ) | 132 | |||||||||
Other assets |
(47 | ) | 58 | (46 | ) | 141 | ||||||||||
Accounts payable and other accrued liabilities |
441 | (264 | ) | 228 | (291 | ) | ||||||||||
Income taxes payable |
(754 | ) | (46 | ) | 24 | 1,014 | ||||||||||
Deferred revenue |
(195 | ) | (244 | ) | 637 | (327 | ) | |||||||||
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Net cash provided by operating activities |
2,805 | 1,938 | 6,149 | 12,570 | ||||||||||||
Cash flows from investing activities: |
||||||||||||||||
Purchase of property and equipment |
(189 | ) | (106 | ) | (275 | ) | (254 | ) | ||||||||
Capitalized patent costs and purchased intellectual property |
(278 | ) | (192 | ) | (506 | ) | (657 | ) | ||||||||
Investment in joint ventures, net |
| (692 | ) | | (692 | ) | ||||||||||
Sale or maturity of marketable securities |
12,358 | 46,143 | 35,474 | 69,136 | ||||||||||||
Purchase of marketable securities |
(15,127 | ) | (46,732 | ) | (37,060 | ) | (75,224 | ) | ||||||||
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Net cash used in investing activities |
(3,236 | ) | (1,579 | ) | (2,367 | ) | (7,691 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||||||
Issuance of common stock |
| 531 | | 603 | ||||||||||||
Purchase of common stock |
(94 | ) | (1,388 | ) | (742 | ) | (2,187 | ) | ||||||||
Cash dividends paid |
(800 | ) | (779 | ) | (1,601 | ) | (779 | ) | ||||||||
Excess tax benefit from stock-based awards |
| 203 | | 1,538 | ||||||||||||
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Net cash used in financing activities |
(894 | ) | (1,433 | ) | (2,343 | ) | (825 | ) | ||||||||
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Net (decrease) increase in cash and cash equivalents (2) |
$ | (1,325 | ) | $ | (1,074 | ) | $ | 1,439 | $ | 4,054 | ||||||
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Cash equivalents and marketable securities at beginning of period |
40,637 | 44,005 | 39,056 | 33,378 | ||||||||||||
Cash equivalents and marketable securities at end of period |
42,081 | 43,520 | 42,081 | 43,520 | ||||||||||||
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(2) Net increase (decrease) in cash, cash equivalents and marketable securities |
$ | 1,444 | $ | (485 | ) | $ | 3,025 | $ | 10,142 | |||||||
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Exhibit 99.2
Company Contacts:
Michael McConnell
Chief Financial Officer
503-469-4652
mmcconnell@digimarc.com
Scott Liolios or Matt Glover
Liolios Group, Inc.
Investor Relations for Digimarc
949-574-3860
dmrc@liolios.com
FOR IMMEDIATE RELEASE
Digimarc Declares $0.11 per Share Quarterly Cash Dividend
Beaverton, Ore. July 25, 2013 Digimarc Corporation (NASDAQ: DMRC) declared a quarterly dividend of $0.11 per share on the outstanding common shares. The dividend is payable on August 12, 2013 to shareholders of record at the close of business on August 5, 2013. The aggregate amount of the quarterly dividend payment is expected to be $0.8 million.
About Digimarc
Digimarc Corporation (NASDAQ: DMRC), based in Beaverton, Oregon, is a leading innovator and provider of enabling technologies that create digital identities for all forms of media and many everyday objects. The embedded digital IDs are imperceptible to humans, but not to computers, networks and devices like mobile phones, which can now use cameras and microphones as sensory inputs to see, hear and understand the world around them within the context of their environment. Digimarc has built an extensive intellectual property portfolio with patents in digital watermarking, content identification and management, media and object discovery to enable ubiquitous computing, and related technologies. Digimarc develops solutions, licenses its intellectual property, and provides development services to business partners across a range of industries. For more information, visit www.digimarc.com.
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