Exhibit 99.1
Michael McConnell
Chief Financial Officer and Treasurer
503-469-4652
mmcconnell@digimarc.com
Delisa Reavis
RH Strategic Communications for Digimarc
202-585-0210
dreavis@rhstrategic.com
FOR IMMEDIATE RELEASE
Digimarc Reports Fourth Quarter and Full Year 2008 Financial Results
Beaverton, Ore. — February 26, 2009 — Digimarc Corporation (NASDAQ: DMRC) today announced its fourth quarter financial results since being spun-off on August 1, 2008 from the former Digimarc Corporation (“Old Digimarc”; “predecessor” refers to the digital watermarking business of Old Digimarc). Revenues for the fourth quarter were $4.7 million, 37% higher than revenues of $3.4 million in the comparable period of 2007. Fourth quarter net loss of $(0.3) million, or $(0.05) per fully diluted share, included a full quarter of operating expenses as a stand-alone public company. This compares to predecessor’s net income of $0.1 million, or pro-forma $0.02 per fully diluted share, for the fourth quarter of 2007, where operating expenses included proportional allocations of various shared-services common costs of Old Digimarc.
Total revenues for the combined Digimarc and predecessor operations for the year ended December 31, 2008 were $19.8 million, 52% higher than in 2007. Net income for the combined Digimarc and predecessor operations for the year ended December 31, 2008 was $1.5 million, or pro-forma $0.21 per fully diluted share, compared to net income of $0.1 million, or pro-forma $0.01 per fully diluted share, for 2007.
Cash flow from operations for the combined Digimarc and predecessor operations for the year ended December 31, 2008 totaled $3.9 million, a $2.9 million improvement over $1.0 million in cash flow for 2007.
The company generated Adjusted EBITDA in the fourth quarter of $0.1 million, or 2% of revenues, compared to $0.3 million, or 8% of revenues in the comparable three-month period of 2007. Adjusted EBITDA for the combined Digimarc and predecessor operations for the year ended December 31, 2008 totaled $2.7 million, or 14% of revenues, compared to $0.5 million, or 4% of revenues for 2007. Digimarc calculates Adjusted EBITDA by adjusting net income (loss) for the effects of interest, taxes, depreciation, amortization and non-cash expenditures for stock compensation. The reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP measure, is included at the end of this release.
Digimarc reported backlog at year-end of approximately $60 million. The company also reported that its cash, cash equivalents and short and long-term marketable securities were approximately $46 million on December 31, 2008.
Conference Call
Digimarc will hold its fourth quarter earnings conference call on Thursday, February 26, 2009 at 7:30 a.m. PT / 10:30 a.m. ET. The call will be open to the general public and the media, and will be broadcast live by webcast at www.digimarc.com and www.earnings.com. The webcast may be accessed at the company’s website, www.digimarc.com, by clicking on the “Q4 2008 Digimarc Earnings Conference Call” webcast link on the “Events and Webcasts” page within the “Investors” section. This webcast will be available for later listening at both sites for two weeks following the live call. Thereafter, the webcast will be archived and available at https://www.digimarc.com/investors/events.asp.
About Digimarc
Digimarc Corporation (NASDAQ:DMRC), based in Beaverton, Oregon, is a leading innovator and technology provider, enabling businesses and governments worldwide to enrich everyday living by giving persistent digital identities to all forms of media and many other objects. The company’s technology enables a wide range of solutions for deterring fraud, counterfeiting and piracy, enhancing national security, and enabling new digital media distribution and monetization models that provide consumers with more choice and access to content when, where and how they want it. Digimarc has an extensive intellectual property portfolio, with more than 490 U.S. and foreign patents, and more than 400 patents pending in digital watermarking, media identification and management, and related technologies. Digimarc develops solutions, licenses its intellectual property,
and provides development services to business partners across a range of industries. Please go to www.digimarc.com for more company information.
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 can be identified, in some cases, by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “illustrate,” “example” and “continue” or other derivations of these or other comparable terms. These forward-looking statements are statements of management’s 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 is set forth in the company’s registration statement on Form 10 under “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s 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.
###
Explanation of Financial Information Presented
The financial information presented combines the periods through August 1, 2008, referred to as “carve-out” financial information from Old Digimarc’s digital watermarking business, or predecessor, with the periods after that date, for Digimarc, or successor, to arrive at quarterly and year-to-date totals for comparative purposes. It is important to note that the financial information in the carve-out financial statements does not include all of the expenses that would have been incurred had the predecessor been a separate, stand-alone public entity. As such, the predecessor financial information does not reflect the financial position, results of operations and cash flows of Digimarc’s current business, had the predecessor operated as a separate, stand-alone public entity during the periods presented in the carve-out financial statements. Additionally, the carve-out financial statements include proportional allocations of various shared-services common costs of Old Digimarc because specific identification of these expenses was not practicable. It is expected that the initial operating costs of Digimarc on a stand-alone basis will be higher than those allocated to the predecessor operations under the shared services methodology applied in the carve-out financial statements. Consequently, the financial position, results of operations and cash flows reflected in the carve-out financial statements may not be indicative of those that would have been achieved had the predecessor operated as a separate, stand-alone entity for the periods reflected in the carve-out financial statements.
Digimarc Corporation
Income Statement Information
(in thousands, except per share amounts)
(Unaudited)
|
| Three Month Information |
| Twelve Month Information |
| ||||||||||||||||
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| Year Ended December 31, |
| ||||||||
|
| Successor |
|
| Predecessor |
| Successor |
|
| Predecessor |
| Total * |
| Predecessor |
| ||||||
|
| December 31, 2008 |
|
| December 31, 2007 |
| Period August 2, |
|
| Period January 1, |
| 2008 |
| 2007 |
| ||||||
Revenue: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Service |
| 2,419 |
|
| 2,115 |
| 4,064 |
|
| 6,456 |
| 10,520 |
| 7,806 |
| ||||||
License & subscription |
| 2,232 |
|
| 1,272 |
| 3,768 |
|
| 5,494 |
| 9,262 |
| 5,219 |
| ||||||
Total revenue |
| 4,651 |
|
| 3,387 |
| 7,832 |
|
| 11,950 |
| 19,782 |
| 13,025 |
| ||||||
|
|
|
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|
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| ||||||
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Service |
| 1,358 |
|
| 1,087 |
| 2,248 |
|
| 3,519 |
| 5,767 |
| 3,815 |
| ||||||
License & subscription |
| 70 |
|
| 66 |
| 114 |
|
| 145 |
| 259 |
| 217 |
| ||||||
Total cost of revenue |
| 1,428 |
|
| 1,153 |
| 2,362 |
|
| 3,664 |
| 6,026 |
| 4,032 |
| ||||||
|
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| ||||||
Gross profit: |
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|
|
|
|
|
|
|
|
|
| ||||||
Service |
| 1,061 |
|
| 1,028 |
| 1,816 |
|
| 2,937 |
| 4,753 |
| 3,991 |
| ||||||
License & subscription |
| 2,162 |
|
| 1,206 |
| 3,654 |
|
| 5,349 |
| 9,003 |
| 5,002 |
| ||||||
Total gross profit |
| 3,223 |
|
| 2,234 |
| 5,470 |
|
| 8,286 |
| 13,756 |
| 8,993 |
| ||||||
|
|
|
|
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| ||||||
Percentage of gross profit to revenues: |
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|
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|
|
|
|
| ||||||
Service |
| 44 | % |
| 49 | % | 45 | % |
| 45 | % | 45 | % | 51 | % | ||||||
License & subscription |
| 97 | % |
| 95 | % | 97 | % |
| 97 | % | 97 | % | 96 | % | ||||||
Percentage of gross profit to total revenue |
| 69 | % |
| 66 | % | 70 | % |
| 69 | % | 70 | % | 69 | % | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Sales and marketing |
| 764 |
|
| 513 |
| 1,154 |
|
| 1,928 |
| 3,082 |
| 2,453 |
| ||||||
Research and development |
| 992 |
|
| 698 |
| 1,772 |
|
| 2,071 |
| 3,843 |
| 2,912 |
| ||||||
General and administrative |
| 1,945 |
|
| 847 |
| 2,877 |
|
| 2,349 |
| 5,226 |
| 3,345 |
| ||||||
Intellectual property |
| 184 |
|
| 376 |
| 304 |
|
| 1,102 |
| 1,406 |
| 1,593 |
| ||||||
Transitional services |
| (84 | ) |
| — |
| (280 | ) |
| — |
| (280 | ) | — |
| ||||||
Total operating expenses |
| 3,801 |
|
| 2,434 |
| 5,827 |
|
| 7,450 |
| 13,277 |
| 10,303 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Operating income (loss) |
| (578 | ) |
| (200 | ) | (357 | ) |
| 836 |
| 479 |
| (1,310 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other income, net |
| 264 |
|
| 361 |
| 443 |
|
| 590 |
| 1,033 |
| 1,387 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Provision for income taxes |
| 10 |
|
| 13 |
| 10 |
|
| 11 |
| 21 |
| 22 |
| ||||||
Net income (loss) |
| (324 | ) |
| 148 |
| 76 |
|
| 1,415 |
| 1,491 |
| 55 |
| ||||||
|
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|
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| ||||||
Earnings (loss) per share: |
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|
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|
|
|
|
| ||||||
Net income (loss) per share - basic |
| $ | (0.05 | ) |
|
|
| $ | 0.01 |
|
|
|
|
|
|
|
| ||||
Net income (loss) per share - diluted |
| $ | (0.05 | ) |
|
|
| $ | 0.01 |
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding - basic |
| 7,156 |
|
|
|
| 7,156 |
|
|
|
|
|
|
|
| ||||||
Weighted average shares outstanding - diluted |
| 7,156 |
|
|
|
| 7,156 |
|
|
|
|
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|
|
| ||||||
|
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|
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| ||||||
Pro-forma earnings (loss) per share: |
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|
|
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|
|
|
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| ||||||
Net income (loss) per share - basic |
|
|
|
| $ | 0.02 |
|
|
|
| $ | 0.20 |
| $ | 0.21 |
| $ | 0.01 |
| ||
Net income (loss) per share - diluted |
|
|
|
| $ | 0.02 |
|
|
|
| $ | 0.20 |
| $ | 0.21 |
| $ | 0.01 |
| ||
Weighted average shares outstanding - basic |
|
|
|
| 7,143 |
|
|
|
| 7,143 |
| 7,143 |
| 7,143 |
| ||||||
Weighted average shares outstanding - diluted |
|
|
|
| 7,143 |
|
|
|
| 7,143 |
| 7,143 |
| 7,143 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Used for comparative purposes
Digimarc Corporation
Balance Sheet Information
(in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
| |||
|
| Successor |
|
| Predecessor |
| Predecessor |
| |||
|
| December 31, |
|
| August 1, |
| December 31, |
| |||
|
| 2008 |
|
| 2008 |
| 2007 |
| |||
Assets |
|
|
|
|
|
|
|
| |||
Current assets: |
|
|
|
|
|
|
|
| |||
Cash and cash equivalents (1) |
| $ | 18,928 |
|
| $ | 50,900 |
| $ | 29,145 |
|
Short-term marketable securities (1) |
| 21,240 |
|
| 3,849 |
| 3,568 |
| |||
Trade accounts receivable, net |
| 3,839 |
|
| 3,077 |
| 3,752 |
| |||
Other current assets |
| 875 |
|
| 4,757 |
| 387 |
| |||
Total current assets |
| 44,882 |
|
| 62,583 |
| 36,852 |
| |||
Long-term marketable securities (1) |
| 5,744 |
|
| — |
| — |
| |||
Property and equipment, net |
| 1,212 |
|
| 1,341 |
| 1,227 |
| |||
Intangibles, net |
| 456 |
|
| — |
| — |
| |||
Other assets, net |
| 147 |
|
| 187 |
| 372 |
| |||
Total assets |
| $ | 52,441 |
|
| $ | 64,111 |
| $ | 38,451 |
|
|
|
|
|
|
|
|
|
| |||
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
| |||
Current liabilities: |
|
|
|
|
|
|
|
| |||
Accounts payable and other accrued liabilities |
| $ | 937 |
|
| $ | 1,208 |
| $ | 464 |
|
Accrued payroll and related costs |
| 42 |
|
| 2,053 |
| 199 |
| |||
Accrued merger related liabilities |
| 386 |
|
| 10,766 |
| — |
| |||
Deferred revenue |
| 2,418 |
|
| 2,054 |
| 2,734 |
| |||
Total current liabilities |
| 3,783 |
|
| 16,081 |
| 3,397 |
| |||
Long-term liabilities |
| 257 |
|
| 237 |
| 215 |
| |||
Total liabilities |
| 4,040 |
|
| 16,318 |
| 3,612 |
| |||
|
|
|
|
|
|
|
|
| |||
Commitments and contingencies |
|
|
|
|
|
|
|
| |||
|
|
|
|
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|
|
|
| |||
Stockholders’ equity: |
|
|
|
|
|
|
|
| |||
Net parent’s investment |
| — |
|
| 47,793 |
| 34,839 |
| |||
Preferred stock |
| 50 |
|
| — |
| — |
| |||
Common stock |
| 7 |
|
| — |
| — |
| |||
Additional paid-in capital |
| 48,268 |
|
| — |
| — |
| |||
Retained earnings |
| 76 |
|
| — |
| — |
| |||
Total stockholders’ equity |
| 48,401 |
|
| 47,793 |
| 34,839 |
| |||
|
|
|
|
|
|
|
|
| |||
Total liabilities and stockholders’ equity |
| $ | 52,441 |
|
| $ | 64,111 |
| $ | 38,451 |
|
|
|
|
|
|
|
|
|
|
(1) Aggregate cash, cash equivalents, short- and long-term marketable securities was $45,912 at December 31, 2008
Digimarc Corporation
Cash Flow Information
(in thousands)
(Unaudited)
|
| Three Month Information |
| Twelve Month Information |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Year Ended December 31, |
| ||
|
| Successor |
|
| Predecessor |
| Successor |
|
| Predecessor |
| Total * |
| Predecessor |
|
|
| December 31, 2008 |
|
| December 31, 2007 |
| Period August 2, |
|
| Period January 1, |
| 2008 |
| 2007 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| (324 | ) |
| 148 |
| 76 |
|
| 1,415 |
| 1,491 |
| 55 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
| 129 |
|
| 154 |
| 198 |
|
| 568 |
| 766 |
| 612 |
|
Stock-based compensation expense |
| 532 |
|
| 310 |
| 532 |
|
| 913 |
| 1,445 |
| 1,209 |
|
Increase (decrease) in allowance for doubtful accounts |
| — |
|
| — |
| — |
|
| (43 | ) | (43 | ) | — |
|
Other non-cash charges |
| — |
|
| — |
| — |
|
| 405 |
| 405 |
| — |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable, net |
| (260 | ) |
| (1,918 | ) | (762 | ) |
| 718 |
| (44 | ) | (1,311 | ) |
Other current assets |
| (300 | ) |
| (19 | ) | 3,882 |
|
| (4,370 | ) | (488 | ) | (78 | ) |
Other assets, net |
| 20 |
|
| 2 |
| 40 |
|
| (103 | ) | (63 | ) | (9 | ) |
Accounts payable and other accrued liabilities |
| 111 |
|
| 144 |
| (272 | ) |
| 744 |
| 472 |
| 23 |
|
Accrued payroll and related costs |
| (1,612 | ) |
| 5 |
| (2,011 | ) |
| 1,854 |
| (157 | ) | (574 | ) |
Accrued merger related liabilities |
| (1,520 | ) |
| — |
| (10,380 | ) |
| 10,766 |
| 386 |
| — |
|
Deferred revenue |
| 23 |
|
| 1,310 |
| 366 |
|
| (677 | ) | (311 | ) | 1,098 |
|
Other liabilities |
| (26 | ) |
| (18 | ) | 24 |
|
| 20 |
| 44 |
| — |
|
Net cash provided by (used in) operating activities |
| (3,227 | ) |
| 118 |
| (8,307 | ) |
| 12,210 |
| 3,903 |
| 1,025 |
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
| (52 | ) |
| (73 | ) | (76 | ) |
| (799 | ) | (875 | ) | (367 | ) |
Capitalized patent costs |
| (261 | ) |
| — |
| (448 | ) |
| — |
| (448 | ) | — |
|
Sale or maturity of marketable securities |
| 25,879 |
|
| 45,491 |
| 95,553 |
|
| 136,767 |
| 232,320 |
| 150,775 |
|
Purchase of marketable securities |
| (47,943 | ) |
| (45,301 | ) | (118,688 | ) |
| (137,048 | ) | (255,736 | ) | (154,343 | ) |
Net cash provided by (used in) investing activities |
| (22,377 | ) |
| 117 |
| (23,659 | ) |
| (1,080 | ) | (24,739 | ) | (3,935 | ) |
|
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|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash from Parent stock activity |
| — |
|
| 265 |
| — |
|
| 23,862 |
| 23,862 |
| 2,187 |
|
Net activity with Parent |
| — |
|
| (151 | ) | — |
|
| (13,237 | ) | (13,237 | ) | (3,205 | ) |
Principal payments under capital lease obligations |
| (6 | ) |
| — |
| (6 | ) |
| — |
| (6 | ) |
|
|
Net cash provided by (used in) financing activities |
| (6 | ) |
| 114 |
| (6 | ) |
| 10,625 |
| 10,619 |
| (1,018 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
| (25,610 | ) |
| 349 |
| (31,972 | ) |
| 21,755 |
| (10,217 | ) | (3,928 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Used for comparative purposes
Digimarc Corporation
Reconciliation of GAAP and Non-GAAP Financial Measures
Adjusted EBITDA
(in thousands)
(Unaudited)
|
| Three Month Information |
| Twelve Month Information |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Year Ended December 31, |
| ||
|
| Successor |
|
| Predecessor |
| Successor |
|
| Predecessor |
| Total * |
| Predecessor |
|
|
| December 31, 2008 |
|
| December 31, 2007 |
| Period August 2, |
|
| Period January 1, |
|
|
|
|
|
Net income (loss) |
| (324 | ) |
| 148 |
| 76 |
|
| 1,415 |
| 1,491 |
| 55 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
| 10 |
|
| 13 |
| 10 |
|
| 11 |
| 21 |
| 22 |
|
Interest income, net |
| (266 | ) |
| (361 | ) | (462 | ) |
| (590 | ) | (1,052 | ) | (1,387 | ) |
Depreciation and amortization |
| 129 |
|
| 154 |
| 198 |
|
| 568 |
| 766 |
| 612 |
|
Stock compensation |
| 532 |
|
| 310 |
| 532 |
|
| 913 |
| 1,445 |
| 1,209 |
|
Adjusted EBITDA |
| 81 |
|
| 264 |
| 354 |
|
| 2,317 |
| 2,671 |
| 511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Used for comparative purposes
About Adjusted EBIDTA
From time to time, we may refer to Adjusted EBITDA in our conference calls and discussions with analysts in connection with our historical financial results and our guidance for future periods. Adjusted EBITDA does not represent cash flows from operations as defined by generally accepted accounting principles (“GAAP”), is not a measure derived in accordance with GAAP and should not be considered by the reader as an alternative to net income (the most comparable GAAP financial measure to Adjusted EBITDA). The reconciliation of GAAP and Non-GAAP Financial Measures for the three-month periods ended December 31, 2008 and 2007, the period August 2, 2008 through December 31, 2008, the period January 1, 2008 through August 1, 2008 and the years ended December 31, 2007 and 2006 are included in the above table. Management of the Company believes that Adjusted EBITDA is helpful to investors as an indicator of the current financial performance of the Company and its capacity to fund capital expenditures and working capital requirements. Due to the Company’s use of stock-based employee compensation, the Company incurs significant non-cash charges for stock compensation expense that may not be indicative of our operating performance from a cash perspective. Therefore, the Company believes that providing the measure of Adjusted EBITDA will help investors better understand the Company’s underlying financial performance and ability to generate cash flow from operations.