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Executives

Alex Hughes - Investor Relations

Kevin Yeaman - President and Chief Executive Officer

Murray J. Demo - Chief Financial Officer, Executive Vice President

Ramzi Haidamus - EVP, Sales and Marketing

Analysts

Ralph Schackart – William Blair

Mike Olson – Piper Jaffray

Ingrid Chung - Goldman Sachs

Steven Frankel – Brigantine Advisors

Brian Thackray – Deutsche Bank

Tom Casera – Avondale Partners

Jim Goss - Barrington Research

Dolby Laboratories, Inc. (DLB) F3Q09 Earnings Call July 30, 2009 5:00 PM ET

Operator

Ladies and gentlemen, thank you for standing by. Welcome to the Dolby Laboratories conference call discussing third quarter fiscal 2009 financial results. (Operator instructions) I would now like to turn the conference call over to Alex Hughes, Director of Investor Relations for Dolby Laboratories. Please go ahead, Mr. Hughes.

Alex Hughes

Thank you, Operator. Good afternoon. Welcome to Dolby Laboratories’ third quarter fiscal 2009 earnings conference call. Joining me today are Kevin Yeaman, Dolby Laboratories' President and CEO, and Murray Demo, Executive Vice President and Chief Financial Officer. In addition, Ramzi Haidamus, Executive Vice President of Sales and Marketing is here to participate in today's Q&A.

On this conference call, we will be making forward-looking statements that include projections of future operating results for our fiscal year ending September 25, 2009; market trends for the industries in which we compete, and our expectations and beliefs concerning how those trends will affect our operating results; the capabilities and market acceptance of our products and technologies; and our strategic and operational plans and objectives.

Important factors such as macroeconomic conditions could cause actual results to differ materially from those in our forward-looking statements. These factors are detailed under the section captioned Risk Factors and elsewhere in our most recent quarterly report on Form 10-Q available at www.sec.gov and on our website at www.dolby.com under the Investor Relations section.

Dolby disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events, or otherwise.

In addition to reviewing our financial statements and third quarter fiscal 2009 10-Q, you may wish to review the trended financial table that we have posted now on our investor relations section website.

As for the structure of this call, Kevin will begin with an overview of the business and Murray will follow with a recap of Dolby's financial results. So with that introduction behind us, I will now turn the call over to Kevin.

Kevin Yeaman

Thanks, Alex and thanks to all of you for joining us today. I am pleased to report a strong fiscal third quarter, with revenue of $171 million and net income of $51 million.

We saw some of the anticipated effects from a softening economy in our fiscal third quarter but overall our revenue held up well as we continued to benefit from the inclusion of our technologies in a wide range of entertainment devices.

We also benefited from approximately $22 million in royalties from prior period shipments.

Given our better-than-expected performance, we are raising our fiscal 2009 outlook. Murray will go into more detail on our financial results and outlook later.

As we look across our markets, a number of trends, including the transition to digital broadcast, the upgrade to high definition, and the advancement in broadband and mobile delivery are coming together to deliver huge improvements in both the quality and convenience of entertainment.

Increasingly, consumers can receive a high definition experience for multiple devices in their home or take their content on the go, either through a notebook computer or a mobile device.

The trend towards greater quality and increased convenience is helping to increase the adoption of Dolby's technologies globally while growing our total addressable market through the proliferation of new entertainment devices.

We believe these trends play into our strengths, including our leading portfolio of multi-channel audio formats, broad presence throughout the entertainment ecosystem, and a strong global brand. We are focused on leveraging these strengths as we strive to grow the adoption of our multi-channel audio formats globally across our core markets, extend our current portfolio of technologies into adjacent markets, and bring new technologies to market.

Let me turn to discussing our first objective, to grow the adoption of our multi-channel audio formats across our core markets, including broadcast, personal computer, and consumer electronics.

In our broadcast market, we are benefiting from the global transition to digital television by increasing the attach rate of our multi-channel audio formats to TV and set-top box shipments in Europe.

In the United States, we have successfully capitalized on the transition to digital television and are on virtually every digital television and set-top box. Our success in the U.S. was driven first by the adoption of our technologies by broadcasters seeking to provide a premium experience for their customers and then by the adoption into the U.S. digital TV standard.

As we look to additional geographies, such as Europe, we are seeing a similar development where we are being adopted by broadcasters as well as by country-specific standard setting bodies.

Europe’s television and set-top box market is larger than the U.S. market but our attach rate at the end of fiscal 2008 was just under 20%. This represents a significant opportunity for us.

We are focused on working with countries throughout Europe to adopt our multi-channel audio formats. To date, a number have adopted specifications that call for Dolby Technologies in their high definition standards, including France, Italy, Spain, the digital TV group of the U.K., and the European Broadcast Union.

Beyond the European broadcast opportunity, we are aiming to extend our multi-channel audio formats into the Asian broadcast markets and into emerging broadcast platforms such as IPTV as well as Internet delivery.

In the Asia-Pacific region, Japan and South Korea have adopted Dolby multi-channel audio formats in their digital TV standards, with South Korea calling for Dolby Digital and Japan AAC.

We remain focused on extending our portfolio of multi-channel audio formats to additional countries in the region by working with broadcasters and with standard setting bodies as they set their digital TV and high definition TV specifications.

In the area of IPTV, we are seeing strong adoption of our technology. Dolby technology is included in Verizon’s [Via] service, as well as AT&T’s U-Serve. While much of the IPTV opportunity may come at the expense of other broadcast platforms, such as cable and satellite, it has the potential to bring broadcast services to certain developing geographies and thus could be a positive trend for us.

In addition to IPTV, we are also focused on extending our multi-channel audio formats to emerging online delivery services. Currently our technologies are included in online playback devices such as Voodoo, Xbox 360, and the PlayStation 3. In addition, Apple offers customers high definition movie downloads in our multi-channel format through its Apple TV service.

Turning to the PC market, as consumers increasingly use their PCs to play back media, we are pleased with our position. Today, our technology is included in the home premium and ultimate editions of the Vista operating system, as well as the Apple Leopard operating system and third-party DVD playback software.

Recently, Microsoft adopted our technology in four editions of its Windows 7 operating system, including home premium, ultimate, professional, and enterprise. Given Microsoft’s large PC market share, we expect this to increase the number of PC shipments that include our technology, though this will likely replace some revenue from third-party ISV software containing our technologies.

Turning to our consumer electronics market, the strong trend towards HD content is positive for the outlook for Blu-Ray. Currently, only a small percentage of households with an HD TV have upgraded to a Blu-Ray player. However, we believe as the price points of Blu-Ray players continues to fall and the availability of Blu-Ray titles increases, many of these consumers will choose Blu-Ray. Today, leading retailers are offering certain Blu-Ray models at prices below $200 and over Father’s Day, several retailers broke the $100 mark.

Title availability is also increasing, with over 1,500 movie titles now offered in Blu-Ray. In addition, we estimate that over 80% of Blu-Ray models currently support multi-channel audio for which we receive a higher ASP than for standard two channel players.

Our second growth objective is to extend our technologies into adjacent markets, such as mobile. The mobile market is an exciting opportunity for us as consumers increasingly seek to play back entertainment from their mobile handsets, we believe it will become more important for handset makers to differentiate themselves on quality of experience and for carriers to manage multimedia more efficiently.

In response to both of these challenges, we are delivering two technologies to the mobile market -- Dolby Mobile and HAAC.

Through Dolby Mobile, users can play back entertainment files on their handsets in rich and immersive audio, and we continue to make progress with operators and handset makers.

In the third quarter, LG, the world’s third-largest handset maker, began shipments of its flagship Arena handset with Dolby Mobile in Europe and Asia, with plans to ship it globally.

LG's lineup supporting Dolby Mobile continues to grow and now includes other high profile phones such as the new Crystal, Beauty, Smart, Envy 2, Voyager.

As LG moves into emerging markets, Dolby Mobile is supporting three of its models in this category, the [Bario], [Adante], and [Adagio] models, all sold across South America and parts of Asia.

In addition, Dolby expanded its reach within the NTT DoCoMo network beyond our existing relationship with Sharp by signing a master agreement, enabling other handset manufacturers to use Dolby on the NTT DoCoMo network. This has expanded the number of handsets shipping with Dolby Mobile on the NTT DoCoMo network to nearly 20. A total of nine models have been added to the NTT DoCoMo range during the May launch season. This includes models from Fujitsu and Sharp.

To help carriers manage their media files more efficiently, we plan to offer Dolby Pulse, which is a certified implementation of our HAAC audio codec. HAAC is an advanced audio compression codec being used by carriers such as Vodafone, KDDI, Sprint, Omniphone, and Orange to deliver media files at substantially reduced bit rates. In addition, it has been adopted as an option in the 3GPP standard for 3G handsets and to date has been adopted in the majority of 3G handsets globally.

Our third growth objective is to bring new technologies to our existing markets by leveraging our brand and technology footprint. Currently we are focused on a portfolio of new technologies, including Dolby Axon and Dolby Volume, as well as our imaging technologies.

Dolby Axon is a voice technology that enables online gamers to perceive where others are in the game so that their voice moves with their character, all in surround sound, making online gaming more real and immersive.

Last quarter, online gaming provider King Soft incorporated Dolby Axon in Mission Against Terror. Dolby Axon represents our first usage based licensing model where users pay a royalty for the experience. While this is a new model for Dolby, and we are still in the early stages of implementing this model, we are excited about the potential opportunity with over 300 million online gamers globally and growing.

But more importantly, Dolby Axon is an example of our ability to leverage our expertise and brand to bring new technologies to market.

Another technology we are focused on is Dolby Volume. Dolby Volume is unique in its ability to preserve the integrity of the listening experience while maintaining volume levels across channels and programming. Dolby Volume is currently included in Toshiba’s [Rexa] series of LCD TVs for the European, Japanese, and U.S. markets and in certain AVR models from Harmon Kardan and ARCAM.

Finally, we remain focused on our initiative to bring exciting new imaging technologies to market. In the cinema market, we have shipped over 2700 Dolby Digital cinema systems and over 1200 Dolby 3D systems across 41 countries. In the area of consumer imaging, we believe we bring deep expertise and remain committed to bringing new technologies across multiple facets of the market.

In summary, as consumers continue to seek a richer entertainment experience through a greater variety of devices and platforms, we have an opportunity to increase the global penetration of our technologies and to pursue a growing addressable market. As we pursue these opportunities, we will continue to leverage our core strength, including our leading portfolio of multi-channel audio formats, ubiquitous presence throughout the entertainment ecosystem, and strong global brand.

While the global economy remains uncertain and we aren’t immune to a continued downturn, we remain focused on positioning ourselves for the long-term. To drive long-term growth, we are focused on growing the adoption of our multi-channel audio formats globally across our core markets, extending our current portfolio of technologies into adjacent markets, and bringing new technologies to market.

With that, I would like to hand the call over to Murray but before I do, I would like to welcome him to his first earnings call with Dolby and express how pleased we are to have him on the team.

Murray J. Demo

Thanks, Kevin. It’s great to be on the Dolby team and I am excited by our future prospects, and I look forward to meeting many of you in the investment community in the coming months.

Now I’d like to discuss Dolby's overall financial performance, highlight some of the major drivers for the quarter, and finish with a discussion of our fiscal 2009 outlook.

Revenue for the third quarter was $171.2 million, up 11% year over year. In the third quarter of fiscal 2009, our licensing revenue was $142.1 million, an increase of 11% year over year, and a decrease of 11% sequentially. This includes $21.6 million in royalties from three licensees for prior period shipments, primarily in our consumer electronics and mobile markets.

Turning to revenue by market for our third quarter of fiscal 2009, our consumer electronics market grew both year over year and sequentially. However, when excluding prior period royalties recorded this quarter, our consumer electronics business declined year over year due to economic weakness as well as sequentially from last quarter due to typical seasonality.

Our broadcast market grew year over year but declined sequentially. Year-over-year growth was driven by increased revenue from set-top boxes, including NTIA converter boxes, and digital transport adapters, or DTA devices in the U.S., as well as the increased adoption of our technologies in European TV shipments.

Revenue declined sequentially from fiscal Q2 2009 due to typical seasonality and from a greater amount of revenue recorded last quarter from both DTA and NTIA set-top box devices in advance of a digital broadcast transition in the United States.

Our PC market declined year over year due to economic weakness, as well as sequentially due to typical seasonality. We record revenue on our fiscal second quarter for holiday shipments by our OEM customers.

Our other markets category, which includes mobile, gaming, automotive, and Via, experienced both year-over-year and sequential declines. Our mobile market saw both year-over-year and sequential revenue growth but it was more than offset by a decline in our gaming business.

Fiscal third quarter product revenues were $21.8 million, up 21% year over year, and down 39% sequentially. Year over year growth was driven by the recognition of $7.9 million in deferred revenue related to our digital cinema products, partially offset by declines in our traditional cinema products.

The sequential decline was due to the recognition of $22.4 million of deferred revenue in the fiscal second quarter related to our digital cinema systems as we delivered on our obligation to make these systems compliant with DCI specifications. We discussed this item last quarter on our earnings call.

Fiscal third quarter services revenue was $7.3 million, a decrease both year over year and sequentially.

Turning to margins, total gross margin was 88.5%. Our licensing gross margin was 97.6% in the fiscal third quarter. Product gross margin was 39.7% in the fiscal third quarter. As expected, product gross margins were up sequentially compared to the fiscal second quarter when lower gross margin deferred revenue of $22.4 million was recognized last quarter.

Services gross margin was 55.6% in the third quarter, down 7 points sequentially, primarily due to lower revenue and related utilization.

Operating expenses were $73.1 million in the third quarter of fiscal 2009. This includes $6.6 million in stock-based compensation expenses.

Restructuring charges in the fiscal third quarter of 2009 were $1.3 million, primarily related to the consolidation of our manufacturing operations. Year-to-date, restructuring charges totaled $4 million, and include $3.1 million related to the consolidation of our manufacturing operations.

Turning to tax, our effective tax rate for the third quarter of fiscal 2009 was 34.8%, down marginally from the second quarter.

Third quarter net income was $51.1 million, or $0.44 per diluted share, compared to $46.4 million, or $0.40 per diluted share for the third quarter of fiscal 2008.

Net income includes both stock-based compensation charges and amortization of intangibles. Stock-based compensation was $6.6 million for the third quarter of fiscal 2009, compared to $5.6 million for the third quarter a year ago. Amortization of intangibles was $3.5 million for the third quarter of fiscal 2009, compared to $3 million for the third quarter a year ago.

Moving over to the balance sheet, Dolby finished the third quarter with $864.4 million in cash, cash equivalents, and marketable securities. Cash flow from operations was $65.2 million in the third quarter and $195.3 million for the fiscal year-to-date.

Now I would like to discuss our full-year fiscal 2009 outlook -- given our strong performance in the first three quarters of the year, we are increasing our target ranges for revenue, net income, and diluted earnings per share. For total revenue, we are now targeting $700 million to $715 million. Specifically for licensing, we are now targeting revenue of $575 million to $585 million. We had growth in our broadcast and other markets category, primarily mobile.

For products and services, we are now targeting revenue of $125 million to $130 million.

For overall gross margins, we continue to target a range of 90% to 91%, which includes approximately a 3 percentage point benefit due to a $20 million, one-time gain which we recognized in Q1.

We are now targeting licensing margins of approximately 97% to 98%, and for product margins we are targeting approximately 40%.

For services gross margin, we continue to target approximately 60%.

Turning to operating expenses, we are now targeting approximately $290 million, which includes approximately $5 million in restructuring charges, and we are targeting a tax rate of approximately 35%.

For net income, we are targeting a range of $232 million to $237 million, and a diluted earnings per share range of $2.01 to $2.06.

In addition, we continue to target stock-based compensation for the full year of approximately $23 million, and now target amortization of intangibles of approximately $15 million.

Finally, while we are not providing fiscal 2010 financial targets today, I would like to review three discrete items that have driven our financial growth in 2009 and for which w are not planning to recur in fiscal 2010. They include two items that have increased our revenue and one item that has reduced our cost of sales in fiscal 2009. These three items had a positive and material impact to our growth in fiscal 2009 versus fiscal 2008.

The two revenue items that have increased licensing revenue are first, $15 million in broadcast revenue recognized throughout fiscal 2009 that was related to NTIA converter boxes in support of the digital broadcast transition in the United States.

Second, of the $21.6 million in back royalty payments we recognized in the third quarter of fiscal 2009, we estimate that approximately $15 million of the back royalty payments relate to revenue prior to fiscal 2009.

Therefore, we estimate that fiscal 2009 licensing revenue benefited from a total of $30 million in discrete items that we do not expect to recur in fiscal 2010.

In terms of gross margin, we had a one-time gain of $20 million in Q1 fiscal 2009, resulting from an amendment to a license agreement with an unrelated patent licensor that benefited total gross margin. This gain was discussed on our Q1 fiscal 2009 earnings call.

And with that, I will turn the call over to the Operator for questions. Thank you.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from Ralph Schackart with William Blair.

Ralph Schackart – William Blair

A couple of questions, if I could -- first, just sort of high level, I know you addressed about the one-time on the call, can you give us a sense in a normal quarter on a normalized basis what the royalty recovery would be? I’m just trying to figure out what is in the course of regular business and obviously this quarter was a little bit outside in terms of [the return].

Kevin Yeaman

Ralph, as you know, in any given quarter there are things that come through in that quarter and that’s true of this quarter as well. The $22 million is an approximation of the royalties over and above what’s normal. There are three specific items which really stood out.

Ralph Schackart – William Blair

Okay, so that’s above and beyond -- gotcha. And then Kevin, you addressed it on the call and there’s obviously been some speculation on the attach rate of ISVs as you transition to Windows 7. Can you sort of give us an update what you see in terms of the roll off on the ISB and the transition to Win 7? Do you expect there to be material changes?

Kevin Yeaman

Well, we haven’t seen anything specifically yet. As you know, when we first were included on Vista Home Premium and Ultimate, we found that OEMs still found it valuable to include ISVs and to differentiate their multimedia experience.

It’s natural that now that we are entering a new operating system cycle, companies are going to sit down and evaluate what the right footprint for them is. We expect some of them will make changes and some of them won’t. It’s really too early for us to predict. What we can say is that we are very pleased that we are in a position where we are going to be on so many versions of the world’s leading operating system. We think we are in a really good position.

Ralph Schackart – William Blair

Great -- one more and I’ll turn it over; on the SG&A line item, roughly two quarters in a row, you’ve sort of been trending around $50 million. I know there’s some seasonality in Q4 but is that sort of a good new baseline for modeling purposes going forward? Is that sort of the right range of estimate for us?

Murray J. Demo

In terms of Q2 and Q3, Q2 in particular we had some settlements, as well as in Q3 we had $1 million, so as we look forward to Q4, we do have some activities around sales and marketing that we are going to be investing in, as well as some year-end activities around Sarbanes-Oxley and audit fees that will drive our costs up in Q4 versus Q3 and that’s included in the target that we set of $290 million for the full year.

Ralph Schackart – William Blair

Great. Thank you.

Operator

Your next question comes from the line of Mike Olson with Piper Jaffray.

Mike Olson – Piper Jaffray

Thanks. So when do you expect to start actually recognizing Win 7 related revenue, given it ships in October? Do you expect revenue to kick in in the March quarter?

Kevin Yeaman

That’s correct.

Mike Olson – Piper Jaffray

Okay. And just switching gears on Dolby Volume, what’s the progress of development of a lighter version of Dolby Volume that would be applicable to more TVs?

Kevin Yeaman

We are looking at releasing very soon the code for a lighter version of -- or a version of Dolby Volume that’s appropriate for the mid- and low-end. But given the release of the cycle of getting included in the televisions and so forth, it’s still just probably over a year before you would see that in televisions in the market.

Mike Olson – Piper Jaffray

Okay. Thanks very much.

Operator

Your next question comes from the line of Ingrid Chung with Goldman Sachs.

Ingrid Chung - Goldman Sachs

First, you talked about some of the one-off items that you are going to be lapping next fiscal year. I was wondering if there were any growth drivers you think that will pick up or make up for those one-off items so that we could see revenue and EPS growth for next year.

And then secondly, you talked about some of the deferred revenue that you recognized this quarter, previously you said there was $18 million in deferred revenue that was still left to be recognized -- are we going to see the rest in the next quarter?

Kevin Yeaman

Sure, so let me -- do you want to take the second one first, Murray, and then I’ll take the first question?

Murray J. Demo

In terms of deferred revenue, we finished Q3 with around $25 million related to digital cinema in our 3D business and we do expect some of that to come off in the fourth quarter, and that’s included in the targets we’ve provided of $125 million to $130 million for the full year for products and services, so that has been contemplated in those targets.

Ingrid Chung - Goldman Sachs

Okay.

Kevin Yeaman

So in terms of thoughts on growth looking forward, as you pointed out, first of all we did have things to consider in your model for 2010 are the one-time items we’ve mentioned and of course, we still for the first half of this year, we are still in a pretty good economy, so that will affect the comps.

Now, having said that, excluding the one-time items, we still did grow license revenue this year and by any measure, factoring in the one-time items as well as the good comps, by any measure the broadcast business and the mobile business grew very strong, and in broadcast that was driven by the continued adoption in Europe. In mobile, that was driven by our continued success, our early success in driving Dolby Mobile into the market with handset operators and the continued adoption of HAAC.

Those broadcast and mobile trends, we still see continuing into the future and beyond that, we are focusing on looking to drive, to help broadcasters who are trying to bring digital online in Asia and across the world, so we still see broadcast and mobile as very good growth areas for us.

And [inaudible] market, as we’ve discussed many times now, that’s really going to depend on the rate of adoption of Windows 7, both on the consumer and the business side, combined with what they are -- how they respond to this with their inclusion of ISV applications. CE is going to have a lot to do with Blu-Ray and what we have seen so far is that given the higher ASPs we have on Blu-Ray, that has largely offset any decline we’ve seen in standard def, so the thing to watch there is Blu-Ray and whether it is really received well this Christmas.

And beyond that, we of course, as you know, have a number -- a portfolio of new technologies we continue to take to market, which could begin to have a small impact in 2010, things like Dolby Volume, Dolby Axon and the like.

Ingrid Chung - Goldman Sachs

Okay, great. And just a follow-up on growth drivers for the following year, we’ve heard from Dreamworks that they have seen a lot of international 3D screen growth. And actually that growth has been better than what they have seen in the U.S. recently. I was wondering if you have been the primary beneficiary of that.

Kevin Yeaman

We have about 1200 screens in the marketplace right now in 3D, mostly driven by a lot of the titles that have reached the marketplace. We estimate a bit over 5,000 total installations worldwide on 3D, so our -- that gives you a bit of a notion of our share in the marketplace today.

We still continuously see a nice healthy growth, given all of the new titles that come out and attraction to our not only business model but our reusable model in the marketplace.

Ingrid Chung - Goldman Sachs

Okay, great. Thank you.

Operator

Your next question comes from the line of Steven Frankel with Brigantine Advisors.

Steven Frankel – Brigantine Advisors

Thank you. I wonder if you might update us on the European penetration -- what do you think the run-rate is today of your technologies being included in new TVs?

Kevin Yeaman

We entered -- as you know, we entered the year at about 20 and we’ve said that we expect to exit this year at around 33%. We think we’ll exit at at least that. I think we could be probably tracking a little ahead of that.

Steven Frankel – Brigantine Advisors

Okay, and what’s the pipeline out of new Blu-Ray devices for this holiday season look like?

Ramzi Haidamus

We are still looking at mostly set-top related products, so you have your traditional set-top box that’s a Blu-Ray, as well as the PS3 and those are the two main drivers. All eyes today are on how many PCs might adopt Blu-Ray playback, so that could tilt the needle as we’ve seen in the standard definition DVD happen in the past, where PC adoption made a significant dent in that growth path.

Other than that, we are looking at what you are looking at in terms of stores and what you are seeing in the stores, traditional consumer electronic companies shipping their -- most of their SKUs being BD as opposed to DVD and as Kevin alluded to in the script, breaking the $200 barrier was something very significant. We will probably see something close to the Father’s Day type promotion also as we near the holiday to accelerate the sales.

And the most encouraging thing obviously in all of this is the availability of over 1,500 movie titles in Blu-Ray, which is the primary driver in this adoption.

Steven Frankel – Brigantine Advisors

Thank you.

Operator

Your next question comes from the line of Brian Thackray with Deutsche Bank.

Brian Thackray – Deutsche Bank

I am trying to better understand Windows 7 and the third-party DVD issue. I mean, essentially as I think about this, do you expect the timing of those to be one-for-one, in that if you lose some revenue on the ISV side, you’ll gain that immediately back on the enterprise side? Or do you think the enterprise side will take a little bit longer to ramp up, just given the typical adoption cycles?

Kevin Yeaman

What it depends on is the decisions that each of the OEMs and each enterprise makes as it relates to the inclusion of ISV software, so they will each make their own decisions about which version of the operating system to ship with and whether or not to ship an ISV application with that and depending on that decision will drive their behavior going forward and the royalties that were paid.

Brian Thackray – Deutsche Bank

Can you guys do anything to control that by altering your pricing on that third-party ISV software, the royalty rates around that?

Ramzi Haidamus

No, we don’t -- actually, most of our pricing is fairly standard, especially when it comes to DVD playback.

Brian Thackray – Deutsche Bank

Okay, and I guess you guys had talked about the netbook in terms of further penetrating that market -- can you just give us an update there in terms of where you are at?

Ramzi Haidamus

The netbook scenario hasn’t changed dramatically from last time we’ve spoken. The two netbook customers for our PCEE technologies are Lenovo and Acer, for the PCEE SKUs, the technologies on the playback using -- so when you add those two customers to the play-back of Dolby Digital content, we have about 20% or so penetration in netbook space. That is not foreseen to change radically until we see Windows 7 roll out and Windows 7 will tell us how the netbook adoption of the starter edition is relative to the premium edition. We’ve heard a lot of discussion as to which one might be more appropriate for that -- for those types of SKUs. What we do know is that Windows 7 will play on netbooks. Obviously we will benefit from the premium version, having a high penetration on netbooks and that remains to play out in the next several months.

Brian Thackray – Deutsche Bank

Okay. Thanks, guys.

Operator

(Operator Instructions) Your next question comes from the line of Tom Casera with Avondale Partners.

Tom Casera – Avondale Partners

Good afternoon. First question -- I just want to make sure I am clear in terms of the prior period shipments, what was really your visibility into that last quarter when giving guidance?

Kevin Yeaman

We didn’t assume -- we typically don’t assume large catch-ups like that when we formulate our guidance.

Tom Casera – Avondale Partners

All right, thank you. And also, if we can hit European broadcast again, I wonder if you could talk maybe more qualitatively there first about your progress into getting into more countries. I think last quarter, you talked about Poland and Russia, and maybe also a sense of if you think you are getting sort of a steamroller effect where you are getting into a critical mass of countries? And also, in terms of -- what’s the timeline like? For example, I think you got into the U.K. or announced the U.K. last quarter. What’s the timeline in terms of sort of transition -- once you announce that win, how does that country sort of progress towards implementing Dolby?

Ramzi Haidamus

At a very high level, for just the sake of simplicity, I will categorize all of Europe and Eastern Europe in three categories. The first categories are countries or companies that have decided to adopt our technologies and are currently broadcasting from which we are collecting royalties in those countries. We have discussed some of those countries and [inaudible] such as the U.K. and France and so on.

The second category is the types of countries which have decided through their government mandates or the standard that they decided to adopt to actually use the Dolby standard but not on air yet, and those are the early adopters that were discussed in the last couple of earnings calls, such as Italy and Slovenia.

And the third categories of countries are the ones that are still considering which standard to adopt, such as Russia and Poland and the neighboring countries to Slovenia, et cetera, and those are the ones who continue to work on in order to have them select one, two, or both of our technologies.

So you could see that it’s a bit of a rolling effect. You have the countries that we are collecting from, the countries that have adopted and putting together the infrastructure to start the broadcasting and where we will collect from in the near future, and then the ones that are still formulating their last, their final pieces of their standard which will generate revenue in the longer term.

And all of these cases that we mentioned before, we are in the fortunate position that they are selecting between [HEAC] or Dolby Digital Plus, from which we benefit in the long-term and the short-term.

Tom Casera – Avondale Partners

And I guess is there any sense in terms of -- when you talk about the early adopters then, what is the timeline in terms of TVs, and once a country has decided to go ahead with Dolby, is it sort of a one-year, two-year, before that country is 100% TVs including Dolby technology?

Ramzi Haidamus

That’s a good question and it does depend on a country-by-country basis. Let me just take the U.S. as one example.

The U.S. is a very unique example where there was a very hard deadline where they were going to stop transmitting in the analog and therefore it pushed all of the broadcasters to go to digital with a deadline which we already passed, and that gave you a very hard visibility into when that switchover will happen.

The vast majority of the countries in Europe have not introduced those types of shut-down in the analog transmission. There are some countries, such as France, that have dictated that certain products or all television products must ship with the digital receivers and digital playback within a certain date and that does give us visibility into the hockey stick, if you will, for that country.

But the other countries that we have referred to, or if you will the majority of the countries in Europe and Eastern Europe have not introduced these hard deadlines and therefore it is hard for us to give you a visibility as to when the 100% switch-over date will be reached.

Tom Casera – Avondale Partners

All right. Thank you.

Operator

Your next question comes from the line of Jim Goss with Barrington Research.

Jim Goss - Barrington Research

Thank you. A couple of questions -- first with regard to the theatrical area, I was wondering if you could talk a little more about the size of the opportunity and the competitive situation with regard to Sony and others in putting equipment in the theaters, especially in 3D.

And then separately, last quarter you seemed concerned about the impact of the economy on your revenue stream and I am just wondering if this impact has been deferred or you tended to weather it better than you thought you might have and what sort of a timeframe we are looking at going forward.

Ramzi Haidamus

I’ll take the first part of the question and then hand it over to Kevin for the second part. To date, only about 10% of the world’s movie screens have converted to digital, so this market is still in its early stages.

There’s still some uncertainty in the market, including the availability of financing, which we believe is necessary to fund a large scale rollout, as well as the industry going with a 2K solution, a 4K solution, or a mix of both.

We currently offer a 2K solution and believe it provides a high quality image within the 2K infrastructure to the industry.

To date, we have shipped about 2,700 of our digital systems and 1,200 digital 3D systems. And for the second question, I’ll turn it over to Kevin.

Murray J. Demo

Actually I’ll go ahead and take this one -- in terms of the economy, as Kevin mentioned earlier, in the first half of the year we didn’t feel as much of the economic impact because of the way we report revenue in the quarters [that follow shipments]. However, when you look at this quarter for licensing and you take out the back royalties of $21.6 million, we were down 6% in licensing as opposed to being up 11%, so we are now feeling the economic slowdown, it has caught up to us and when you look at the targets we’ve provided for the full year, which obviously includes the fourth quarter in front of us, we have factored in this current economic position into those targets.

So it has affected us now.

Jim Goss - Barrington Research

All right. Thank you.

Operator

And with no further questions, I would now like to turn the call back over to Mr. Kevin Yeaman.

Kevin Yeaman

Thank you, everybody for joining us today. Murray, Alex and I will be on the road as we go through this quarter so we look forward to seeing many of you. Thanks.

Operator

Once again, this does conclude today’s call. Thank you for your participation.

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