Good morning my name is Regina and I will be your conference operator today. At this time, I would like to welcome everyone to the Digimarc third quarter 2009 results conference call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question-and-answer session. (Operator Instructions). Thank you. I would now like to turn the call over to Bruce Davis CEO of Digimarc. Mr. Davis, you may begin the conference.

Thank you. Good morning and welcome to our conference call. Mike McConnell our CFO is with me. We issued a press release last night announcing third quarter financial results. The objectives of this call are to summarize and comment on these results, review significant business developments and market conditions and provide an update on our strategy and operations. This webcast will be archived in the investor relations section of our website. Before we proceed, please note that during the course of this call, we will be making certain forward-looking statements. These statements are subject to many assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied by such statements. Any assumptions we offer about future performance represent a point-in-time estimate. We described various assumptions and projections in this call for the limited purpose of giving you a sense of our planning assumptions. We expressively disclaim any obligations to revise or update any assumptions, projections or other forward-looking statements to reflect events or circumstance that may arrive after the date of this call. More detailed information about risk factors that may cause actual results to differ from expectations, please see the company's filings with the SEC, including our Form 10-Q that we filed last night and our earnings release posted on our website last night as well. During the course of this conference call, we'll refer to certain non-GAAP financial measures as defined by the SEC and Reg G. Definitions of these non-GAAP financial measures and reconciliations of these measures to their most directly comparable GAAP financial measures are included in the earnings release. Mike will begin by commenting on our financial results. I'll then comment on our outlook and execution strategy. Mike?

Thanks Bruce and good morning everyone. I'll begin by reminding everyone of the basis of accounting used in presenting our historical financial results. The digital watermarking business that forms the basis of the current new Digimarc was spun out from old Digimarc last summer just prior to the sale of old Digimarc to L-1 Identity Solutions. As we explained previously in our calls and SEC filings, the basis of accounting used for the digital watermarking business prior to the spin-off and through August 1, 2008, is referred to as a carve-out of the digital watermarking assets, liabilities and results of operations from the old Digimarc business that included our ID Systems operations that were sold to L-1. It's therefore difficult to meaningfully compare the new and the old financial results due to the difference basis of accounting used in light of the spin-off transaction. Please keep this in mind, as we discuss changes in results from prior periods. Q3 2009 highlights include revenues of $4.8 million that were lower by 3% year-over-year and primarily reflects the impact of variations in schedule payments and our revenue sources according to terms of contracts from our customers. Lower revenue associated with our federal defense contracts that were signed too late in the quarter to provide meaningful revenue and to a lesser extent, lower royalties from some of our licensees reflecting general economic conditions. Revenues grew 10% sequentially over the second quarter, the majority relating to initial revenues associated with the start-up of the federal contracts and revenues from our Nielsen relationships. Gross margin was 68% compared to 70% in Q3 of 2008 with the two point change due primarily to mix where lower margin services revenues accounted for a greater part of the total and to lesser extent the impact of the different…

Thanks Mike. We have navigated the global recession pretty well so far, staying the course of our strategy for enhancing shareholder value. The relatively flat revenues that we expect for 2009 reflect the effects of delay and commencing on the work on federal defense contacts and the dampening of royalties and fees from some of our commercial business partners. Highlight of the year so far has been the expansion of our relationship with Neilson, completing the formation of two exciting and new joint ventures and their combining the respective strengths of our companies to bring important innovations in media management and consumption in the market. We began some significant IP marketing initiatives in the second half of the year to expand our licensing program. One of the initiatives involving Arbitron became public knowledge due to their filing of an action for declaratory release in the federal court in Delaware. We prefer not to comment on these matters until they are resolved due to the uncertainty and sensitivities inherent licensing and litigation. And some of these initiatives target substantial growth opportunities for our company yet may require additional investment and enforcement to bring them home. We have identified numerous additional perspective licensees that we intend to pursue in due time. We continue to broaden and deepen our IP portfolio with fascinating innovations, anticipating the future of computing mobile devices networks and media and entertainment. 21 patents issued during the quarter bring our total US informed patent counts to over 545 at the end of the quarter. We filed 25 applications during the quarter, maintaining a pipeline of pending applications of more than 400. We are in the process of finalizing our operating plans for 2010. This should be quite exciting year. New product introductions, upgrades to existing solutions, development of our…

(Operator Instructions) Our first question comes from the line of Paul Sonz with Paul D Sonz Partners.

The first question I was interested in was the stock buyback program I wondered if their expectations that you will be able to continue with this quarter? Bruce Davis We have authorization to continue to program and so we will use our discretion about making purchases.

Okay I guess two points I was getting at is from time to time you have become so enwrapped with the issues that you become precluded from moving forward in the marketplace. I wondered if that was an expectation for this quarter in light of the fact that you announced that there is still potential opportunities that could be meaningful between now and the end of the year.

We are always subject to legal review in what we do and any regard to our stock and so there may be times from time to time when it's not appropriate for us to be in the market. And those are judgments that we make internally in a private way. And so I don't have any specific comments on any future time period but in general you are right that can be a inhibitor.

Okay. When I listen to a presentation that they put on I think by the Digital Watermarking Group, it was revolved around the work of AquaMobile and the UC Magazine of digital watermarking. As they said on that call that they expected that there would be a U.S. trial and then not too distant future of digital watermarking in a magazine using the tracking was it real quick to see technology from AquaMobile. I wonder if you had any information about when we might expect that.

I don't have any specific time table. And obviously that's their announcement not ours. But they are active commercially in a couple of newspapers and by eight or ten magazines outside of the United States.

Right.

And I think they are having decent results and so they are looking to expand their business and sounds like they would want to give a try to the U.S. so we want to support them as much as we can in the things they do, they are a good partner of ours.

On the last call you said something I'll quote, the most rapidly developing and interesting space is mobile. And I wondered if there are any developments reflecting that we might see in the next quarter or two?

Developments at Digimarc? Or developments in the market place?

I think that I took it and may be I was wrong you were referring to things that Digimarc would be a part of in the mobile state.

Well we are quite active in R&D and licensing in the mobile space. So there is a possibility of some significant events happening in the near term at Digimarc but there is a certainty of significant events continuing to happen in the market place. It's a hot market right now. Lot of things going on. Things that are consistent with our vision and the development of IP here and that is that we feel quite concerned that you are about the telephone as we know it today, it is probably not going to be a telephone for a whole lot longer a little bit like calling your home media server or Phonograph to take a look at the apple iPhone it's a rather amazing device but its still only, and its second generation. And so we are dedicated to expanding the functionality of such devices in really amazing ways and so we are quite active both in the R&D area and in the partnership area.

Bruce, a question, does the phone as we know it or that device, the iPhone since I have an iPhone I don't have the most recent one the 3GS but what technological advances if any are needed in that platform before you can do what you wanted to do.

Well, I don't know what level of technical detail you would like be given but I will try to keep it general. The sensors continue to improve, that's good for us. So good sensors is good, both the microphone and the image sensors. Then within the phone the basic management of data is quite complicated and we have certain desires that may not be consistent with the initial architectures of Apple and some other phone manufacturers. We in essence like raw data and they have a management scheme to have good behavior among many applications. And so we work on those kinds of users of trying to get the kind of access to sensor data that optimizes the kinds of things we want to do. And so there is a little bit negotiation, little bit of evangelization and a little bit of R&D, little bit demonstration and a lot of aspects to moving the device architecture in the direction that facilitates this enhanced functionality. So that I hope is an answer to your question.

I guess I am just focusing just a bit more on getting at it. Are you precluded by the architectures right now from delivering a product if you came up with a partner that would want to do something.

No in fact the Apple Mobile is doing it for a visual service and then are a number of audio recognition solution providers in the market today. Some of them for instance are Shazam, Gracenote and Midomi are individual search area there are large number of company's most of them are working with visible in this year, 1 and 2-D barcode and some of them with image recognition those are the guys who are really the early stage developers of aspects of this vision that we have and the platform that we are focused on. So we see the device gaining more awareness of context it already knows where it is, it knows what direction its pointing in and those with timing and as what day it is, it knows who owns it, it knows some history of owns it, it can hear things, it can see things, its becoming really a cybernetic extension of the user and what we are doing here is working at all levels of that technology stat to facilitate that expansion of functionality.

Our next question comes from the line of Andy Hargreaves with Pacific Crest.

I'm actually going to continue on that same trend. You mentioned a couple of the people that are using some of that seeing and hearing functionality. Can you expand a little bit on where you see it going? A follow-on question, but you guys business model change at all throughout different parts of the stack?

No I think it is what we are describing continuous to develop we will prosper. We think we have substantial relevant IT surrounding such functionality. And so we see favorable market trends, we want to facilitate those market trends and we want to obviously establish relationships with companies that are involved. And so, I personally believe that seeing and hearing will become standard features of those devices and the networks that serve them. So, whether that is a much of independent brands that do with or it is the handset providers or the network suppliers that ultimately have ownership over those features is not terribly relevant to us because of our IT orientation. We just want to make sure that we facilitate that happening and then that we harvest an appropriate return for our innovation for benefit of our shareholders.

Does the fragmentation of the App store eco system create any challenges for you guys?

No, its fine actually. Again, we think that this class of applications will become standard and again the branding up is less important than the equity. And I go back to my personal experience, the early days of the TCOs have been around the taking to this a long time. There is a certain Darwinism associated with operating systems where the enduring value applications tend to get co-opted. And if you go back to the 80s and look at the OS development you will see that and then we had a little bit of desegregation by regulation in recent years with the Microsoft operating system. Well I am expecting a similar kind of evolution here where in the early days the iPhone is truly a breakthrough and so there is a lot of experimentation in there 40,000 or 50,000 applications. Out of that huge base of experimentation will come some enduring values I think what we are talking about are among the enduring values thus they will become standard features.

Our next question comes from the line of Walter Schenker with Titan Capital.

Hi Bruce and Mike. Bruce as always you paint a very exciting generalist picture that's sort a compliment doesn't sound like one. In talking about some of the opportunities which could result in significance over the next 12 months that was defined as opportunities without any specificity as to what type of technology, what type of end markets. I was wondering of you could give us just a little more glimpse as much you are willing to give us color on what types of opportunities without giving us any forecast as to the if you want to do that. The revenues or anything else involved that sort of specific areas are things that you think are closer to coming to provision?

Yeah I think you may have misunderstood some of my earlier comments Walter and without reiterating all of them I will try to be more specific here. When I was talking earlier in the prepared remarks about opportunities I was talking about opportunities in the next year or so and so those include obviously the IP initiatives that are already underway including Arbitron, which is public and the others that are not. It includes the development of the Nielson joint ventures, new product introductions and the upgrades to existing solutions and the initiation of more IP marketing that is seeking out more partners for the licensing program and then growth in services in our government business. All of these things are not general statements about some time in the future something may happen. Those are part of our operating plans for the next 15 months.

I understood that I am sorry Bruce. I didn't instead of picking on pieces of it I was just trying to get some idea on what type of areas for example new licensing might come in.

Okay. In that I said about the audience measurement, mobile music identification, visual service, copyright footprint, royalty/audits and brand protection. Those are the areas. Those are near term areas. I don't think it is in your interest or ours for me to identify specific companies and speculate about results. I think it's more appropriate for us to do our business and report to you on our success when we will get it. And for having some material affect that in terms of investment to explain why we're doing that but at this point in time, we're managing the investment that's quite a modest level here within the [AOP] familiar with. And we are working hard to develop more business partners and to help the business partners, we have to grow the businesses.

Our next question comes from the line of Kevin Hanrahan with KMH Capital Advisors.

Congratulations on the share repurchase. I was pushing for share repurchase for quite a long time and now I saw some, its good, Mike can you tell us how many share you bought back.

59000

59000, I was straight above where I had guessed around 61000 so that is in the ballpark. Can you tell me a little bit about headcount and where it is today you are relative to where it was may be six months ago. What I am really driving at is, have you added people for some joint ventures or you know some of the military contracts that you had.

Actually we did add some development work employees in the early part of the year but we have been very static at this point of time and we are reviewing our niche for 2010 at business plan and we will be addressing that in the next couple of months.

Last six month's the headcount has been steady no change.

Okay that sounds good. A lot of people are wondering you know what's coming down the pipe and I guess you can't comment that much until you get contract signed. But thanks for giving us the areas that you are working on the most, where you see the most potential for the next 2 years.

Yeah I am trying to be as indicative as I can be without giving them the specific negotiation so I hope what I said is helpful I consider it quite specific actually but it may not be as specific that some would like to have.

(Operator Instructions) Our next question is a follow-up from the line of Paul Sons with Paul Sons Partners.

Three things, first is, we talked several times about the venture capital opportunities so that it might present itself. Nascent companies with interesting technologies that because the economic environment are looking for a home. I wondered where that effort was in for you guys.

We continue to explore a number of opportunities frankly. Frankly, we've looked at a lot of progress here in some of the expenses. So, there is a lot of opportunity. We just don't [turn] anything works that bring into your attention yet.

Second question was JB1. Any time table for seeing a product from JB1?

Yeah. I think pretty soon. We're doing some testing right now, and seems to be going pretty well and so, hoping within the next couple of quarters here that will have some business to describe to you.

Then this is a general question. I think it's trying to get at what the other questionnaires have asked. Wherein we obviously don't want to upset the apple-cart by having too many specifics, on the other hand we would like a little bit more information. And so, I'll put the question this way. We're trying to understand I think the potential leveraging of what you're doing to the revenue streams over the next, let's say six to 12 months, and trying to understand if some of these initiatives come through, whether it's of one standard deviation move in terms of revenues and earnings or two standard deviation move.

Yeah at the risk of being consistent, I would say that what I usually say, which is we have a strategy in which we quite consciously and deliberately try to skew the volatility to the upside and see that actually in the financial performance during the recession here that we're quite conservative in some senses, but we have very big aspirations. And so, the way that the business youthful or young portfolio will develop is a bit unpredictable in terms of upside. But the upside we think is very significant and so it wouldn't be phrased in terms of standard deviations but probably in terms of potentially larger variations, and the added is really is dependant on others. And it all comes down to the relevance of our IP to other peoples business plans and that's why we spend a lot of time talking about, thinking about, studying and trying to influence markets. So, if we're right that seeing, hearing, understanding and responding in somewhat automatic ways for mobile devices, is going to become important functionality. I am very excited about our prospects to have some relevance to that development. And when I say I am very excited, that means I expect people with me to have a business relationship with us. And obviously a lot of these technology choices have been made and there are a lots of day breeze to work through and so fourth. But really this is a quarter of our vision. There would be a time when we didn't in 1997 have these devices available to us. But we have the idea in mind that there would be a means for computers to identify objects, to see and hear at the time they were totally (inaudible) and so we're (inaudible) and it's very exciting for…

Sort of another question, be open about, just trying to understand the breadth of the discussions that you're having. It sounded from if you add what you said this call to what was said last call, it seems like the number of conversations you're having has grown and there were clearly substantial last call. With the relatively small structure at Digimarc, how are you dealing with all of these conversations?

We're really busy. We are a very unusual company at our small scale, but even at a larger scale, we have a leading edge intellectual property development and licensing program here. Its one of the finest I think, in the world. And so, we're great experts at what we do. We understand what's called the art of the field that we work in better than any company our scale could possibly understand it, because we do all our work internally and we have a virtually zero turnover in the core of our IP development for the last dozen years. And so we know this field very well, better than any outside law firm could ever possibly learn it which is the way that small most companies would deal with such things. And other companies have higher turnover rates than we do, and so we begin with a foundation of expertise in the subject matter. Then we have really remarkably skilled and talented people here that I'm privileged to work with. In the development of IP and in the licensing activities that we engage in. And you can see this is in the pattern rankings and so forth. Any measure you want to measure us by with, we have very high quality. And so, the question of value really comes down to relevance, and there again, it's a long product cycle. And I personally believe, we're getting into a time when we should be able to harvest significant value. The amount of that value is a little bit hard to try to project, but I think it's substantial and we want to keep pursuing it. And so we could invest more and pursue more but we prioritize what we do and we feel comfortable that the way we're doing it is sort of optimal in the environment. Again, we want to have a business model in which U.S. investors understand and appreciate that the variance is skewed to the upside. So, we could have a riskier business model that could theoretically produce a result sooner or may be a bigger result theoretically, but it be more risk. So, we think with nominal risk, financial risk, we can pursue substantial upside.

One final question, Bruce. You used the word relevance and to show your relevance, because that's really the question. Is everything you built up going to be relevant to the digital market place going forward. If it is, to the extent that it is, we're going to prosper mightily. And the question is, what would you point us as investors to show as milestones to show your relevance or something that has happened that shows the relevance and validates your vision of the future.

Well the largest initiatives thus far one successful one pending are in the audience measurement area or else in also relationship and the single company relationship is quite enormous in relation to our scale. And we are engaged with Arbitron to see if we can establish a partnership there. So those are two examples of large scale in relation to us opportunities, but only two companies out of a universe of thousands or tens of thousands and one application out of the very expensive range of possibilities is that you and I have discussed and have discussed with everybody else probably the measurement is just one little application of our technology.

Our next question comes from the line of Bill Gibson with (inaudible) Capital.

Hi Bruce I want to follow up with you mentioned engaged with Arbitron and I think you are calling it intellectual property marketing as opposed to kind of void litigation, but I got to assume there is dozens or not hundreds of companies violating your [patents] and just want to have a sense that you picked your spots correctly is that part of your thought process?

Absolutely, yes we spend a lot of time analyzing prospects and then developing our marketing plan with respect to any individual prospect and approaching them and then structuring a potential outcomes with them and then negotiating and then being at [home]. It's in an elaborate process and we are disciplined about it and its one of the things I think that should distinguish us from many others so in the case of Arbitron they have published our letter which we would not otherwise do. So everyone have a chance to sort of see our style. And if you get a hold of the letter and read it you will see in it, its quite detailed and quite specific both about why we should have a business relationship and our willingness to be creative in structuring one. And I think it tends to cause people to take us pretty seriously.

Okay and then just one last quick one. I know Paul asked about JV 1, how about JV 2, I think Mike said it's starting to ramp this quarter, and are you still excited about its potential.

Absolutely but it's a little further out and at higher risk than JV 1, and if we get started in terms of visibility in the marketplace during next year that would be to me a good outcome. So it's really, it's a bit longer term. It's a big idea, involves some basic technology development as well as infrastructure development and that we have tested the concept with a lot of relevant audiences and they all seem to be very positive about it. So if we can pull it off, I think its going to be great, but we've got a lot of challenges to deal with between the near-end and partial success so that one's got to be a little slower burn and yet we are building the staff there and getting rolling, because we picked up the investment is working by the scale of the opportunity.

(Operator Instructions). There are no further questions at this time. I'll turn the conference back to management for any further remark.

Alright that's great. Thank you very much everyone, we appreciate your support as always and look forward to talking to you again soon. Bye

Ladies and Gentlemen, this does conclude today's conference. Thank you all for participating you may now disconnect.