Item 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Sensitivity
As of September 25, 2020, we had cash and cash equivalents of $1,071.9 million, which consisted of cash and highly liquid money market funds. In addition, we had both short and long-term investments of $99.1 million, which consisted primarily of municipal debt securities, corporate bonds, government bonds, and U.S. agency securities. Our
45
Table of Contents
investment policy is focused on the preservation of capital and support for our liquidity requirements. Under the policy, we invest in highly rated securities with a minimum credit rating of A- while limiting the amount of credit exposure to any one issuer other than the U.S. government. At September 25, 2020, the weighted-average credit quality of our investment portfolio was AA, with a weighted-average maturity of approximately fourteen months. We do not invest in financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the guidelines of our investment policy.
The investments within our fixed-income portfolio are subject to fluctuations in interest rates, which could affect our financial position, and to a lesser extent, results of operations. Based on our investment portfolio balance as of September 25, 2020, hypothetical changes in interest rates of 1% and 0.5% would have an impact on the carrying value of our portfolio of approximately $1.1 million and $0.5 million, respectively.
Foreign Currency Exchange Risk
We maintain business operations in foreign countries, most significantly in Australia, China, Germany, the Netherlands, Poland and the United Kingdom. Additionally, a portion of our business is conducted outside of the U.S. through subsidiaries with functional currencies other than the U.S. dollar, most notably:
• Australian Dollar
• British Pound
• Chinese Yuan
• Euro
• Polish Zloty
As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our international operations are translated from local currency into U.S. dollars upon consolidation. The majority of our revenue generated from international markets is denominated in U.S. dollars, while the operating expenses of our foreign subsidiaries are predominantly denominated in local currencies. Therefore, our operating expenses will increase when the U.S. dollar weakens against the local currency and decrease when the U.S. dollar strengthens against the local currency. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains or losses that are reflected in our consolidated statements of operations. Our foreign operations are subject to the same risks present when conducting business internationally, including, but not limited to, changes in economic and geopolitical climate, differing tax structures, foreign exchange rate volatility and other regulations and restrictions.
In fiscal 2019, we implemented a cash flow hedge program using forward currency contracts to reduce the impact of currency volatility on U.S. dollar operating expenses and margins. The effective portions of cash flow hedges are recorded at fair value with changes in the fair value as a component in AOCI, until the hedged item is recognized in earnings. Amounts in AOCI are expected to be released to the same line item in the consolidated statements of operations concurrently with the hedged costs, within the next twelve months.
We also enter into foreign currency forward contracts to hedge against assets and liabilities for which we have foreign currency exchange rate exposure and selected anticipated expenses. The contracts hedging receivables and payables are carried at fair value with changes in the fair value recorded to other income, net, in our consolidated statements of operations. The contracts hedging foreign currency denominated operating expenses are carried at fair value with changes in the fair value recorded to other comprehensive income until the hedged expenses are reported in our consolidated statements of operations. As of September 25, 2020 and September 27, 2019, the outstanding derivative instruments had maturities of equal to or less than 13 months, and the total notional amounts of outstanding contracts were $93.8 million and $29.0 million, respectively.
For additional information related to our foreign currency forward contracts, see Note 2 " Summary of Significant Accounting Policies " to our consolidated financial statements.
A sensitivity analysis was performed on all of our foreign currency forward contracts as of September 25, 2020. This sensitivity analysis was based on a modeling technique that measures the hypothetical market value resulting from a 10% shift in the value of exchange rates relative to the U.S. dollar. For these forward contracts, duration modeling was used where hypothetical changes are made to the spot rates of the currency. A 10% increase in the value of the U.S. dollar would lead to a decrease in the fair value of our financial instruments by $5.8 million. Conversely, a 10% decrease in the value of the U.S. dollar would result in an increase in the fair value of these financial instruments by $5.8 million.
46
Table of Contents
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
DOLBY LABORATORIES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
48
Consolidated Balance Sheets
50
Consolidated Statements of Operations
51
Consolidated Statements of Comprehensive Income
52
Consolidated Statements of Stockholders’ Equity
53
Consolidated Statements of Cash Flows
54
Notes to Consolidated Financial Statements
55
47
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Dolby Laboratories, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Dolby Laboratories, Inc. and subsidiaries (the Company) as of September 25, 2020 and September 27, 2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended September 25, 2020 and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 25, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 25, 2020 and September 27, 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended September 25, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 25, 2020 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of September 28, 2019 due to the adoption of the FASB Accounting Standards Codification No. 842, Leases .
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
48
Table of Contents
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Revenue estimate related to sales-based licensing arrangements
As discussed in Note 3 to the consolidated financial statements, revenue is derived principally from the licensing of technologies and patents to various types of licensees. The Company recognized total licensing revenue of $1.08 billion for the year ended September 25, 2020. The Company estimates and records sales-based licensing revenue from its licensees’ shipments in the same period in which those shipments occur. After receiving the royalty statements from the licensees, which is generally in the quarter after those shipments have occurred, the Company will record an adjustment based on the difference between the estimated and actual sales-based licensing revenue.
We identified the assessment of the revenue estimate related to sales-based licensing arrangements as a critical audit matter. Auditor judgment was required to evaluate the Company’s estimation of sales-based licensing revenue, which included the use of historical data, industry estimates of expected shipments, market penetration, and average sales prices.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s sales-based licensing revenue estimation process. This included controls related to the review of (1) historical data, (2) third-party industry expectations for shipments of units, (3) the estimated percentage of market penetration, and (4) estimated average sales prices. We tested the Company’s process to develop the sales-based licensing revenue estimate. Specifically, we evaluated the sources of the historical data and assumptions that the Company used by considering their relevance and reliability. We performed sensitivity analyses over certain assumptions to assess the impact on the sales-based licensing revenue estimate of reasonably possible changes to the assumptions. In addition, we compared the Company’s historical sales-based licensing revenue estimates to actual sales-based licensing royalties received from licensees during the year, to assess the Company’s ability to accurately estimate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
San Francisco, California
November 16, 2020
49
Table of Contents
DOLBY LABORATORIES, INC.
CONSOLIDATED BALANCE SHEETS
( in thousands, except share and per share amounts )
September 25,
2020 September 27,
2019
ASSETS
Current assets:
Cash and cash equivalents $ 1,071,876 $ 797,210
Restricted cash 8,103 8,383
Short-term investments 46,948 119,146
Accounts receivable, net of allowance for doubtful accounts of $ 15,908 and $ 9,775
180,340 189,115
Contract assets 161,357 195,651
Inventories, net 25,550 32,331
Prepaid expenses and other current assets 53,022 39,704
Total current assets 1,547,196 1,381,540
Long-term investments 52,149 179,587
Property, plant and equipment, net 541,963 537,432
Operating lease right-of-use assets 76,515 —
Intangible assets, net 152,431 180,891
Goodwill 336,945 334,829
Deferred taxes 118,881 114,075
Other non-current assets 91,245 93,395
Total assets $ 2,917,325 $ 2,821,749
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 12,617 $ 15,212
Accrued liabilities 219,974 268,144
Income taxes payable 3,260 3,506
Contract liabilities 15,436 19,991
Operating lease liabilities 15,822 —
Total current liabilities 267,109 306,853
Non-current contract liabilities 24,342 24,404
Non-current operating lease liabilities 65,315 —
Other non-current liabilities 122,154 177,462
Total liabilities 478,920 508,719
Stockholders’ equity:
Class A, $ 0.001 par value, one vote per share, 500,000,000 shares authorized: 64,167,725 shares issued and outstanding at September 25, 2020 and 63,911,270 at September 27, 2019
58 58
Class B, $ 0.001 par value, ten votes per share, 500,000,000 shares authorized: 36,128,720 shares issued and outstanding at September 25, 2020 and 36,229,820 at September 27, 2019
41 41
Retained earnings 2,443,138 2,327,877
Accumulated other comprehensive (loss) ( 10,594 ) ( 20,625 )
Total stockholders’ equity – Dolby Laboratories, Inc. 2,432,643 2,307,351
Controlling interest 5,762 5,679
Total stockholders’ equity 2,438,405 2,313,030
Total liabilities and stockholders’ equity $ 2,917,325 $ 2,821,749
See accompanying notes to consolidated financial statements
50
Table of Contents
DOLBY LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
( in thousands, except per share amounts )
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Revenue:
Licensing $ 1,078,577 $ 1,107,280 $ 940,777
Products and services 83,215 134,340 113,823
Total revenue 1,161,792 1,241,620 1,054,600
Cost of revenue:
Cost of licensing 50,822 57,531 42,583
Cost of products and services 95,676 103,323 84,979
Total cost of revenue 146,498 160,854 127,562
Gross margin 1,015,294 1,080,766 927,038
Operating expenses:
Research and development 239,045 237,871 236,794
Sales and marketing 335,933 343,835 309,762
General and administrative 219,753 205,425 197,423
Restructuring charges/(credits) 1,821 36,558 ( 446 )
Total operating expenses 796,552 823,689 743,533
Operating income 218,742 257,077 183,505
Other income/expense:
Interest income 12,725 24,919 18,970
Interest expense ( 186 ) ( 170 ) ( 198 )
Other income/(expense), net 8,434 481 ( 5,903 )
Total other income 20,973 25,230 12,869
Income before income taxes 239,715 282,307 196,374
Provision for income taxes ( 8,096 ) ( 26,802 ) ( 154,069 )
Net income including controlling interest 231,619 255,505 42,305
Less: net (income) attributable to controlling interest ( 256 ) ( 354 ) ( 559 )
Net income attributable to Dolby Laboratories, Inc. $ 231,363 $ 255,151 $ 41,746
Net income per share:
Basic $ 2.30 $ 2.51 $ 0.40
Diluted $ 2.25 $ 2.44 $ 0.39
Weighted-average shares outstanding:
Basic 100,564 101,629 103,377
Diluted 102,944 104,572 106,978
Related party rent expense and restructuring charges:
Included in operating expenses $ 126 $ 16,360 $ 3,483
Included in net income attributable to controlling interest $ 455 $ 572 $ 712
Cash dividend declared per common share $ 0.88 $ 0.79 $ 0.67
Cash dividend paid per common share $ 0.88 $ 0.76 $ 0.64
See accompanying notes to consolidated financial statements
51
Table of Contents
DOLBY LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
( in thousands)
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Net income including controlling interest $ 231,619 $ 255,505 $ 42,305
Other comprehensive income:
Currency translation adjustments, net of tax of $ 22 , $( 439 ), and $ 106
7,552 ( 10,166 ) ( 5,578 )
Unrealized gains/(losses) on investments, net of tax of $( 926 ), $ 58 , and $ 89
( 1,380 ) 5,146 ( 2,571 )
Unrealized gains on cash flow hedges, net of tax of $( 407 ), $ 0 , and $ 0
3,969 — —
Total other comprehensive income/(loss), net of tax 10,141 ( 5,020 ) ( 8,149 )
Total comprehensive income 241,760 250,485 34,156
Less: comprehensive (income) attributable to controlling interest ( 366 ) ( 127 ) ( 489 )
Comprehensive income attributable to Dolby Laboratories, Inc. $ 241,394 $ 250,358 $ 33,667
See accompanying notes to consolidated financial statements
52
Table of Contents
DOLBY LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
( in thousands )
Dolby Laboratories, Inc.
Class A Class B APIC Retained
Earnings AOCI Total Stockholders’ Equity Controlling
Interest Total
Shares Amount Shares Amount
Balance at September 29, 2017 59,282 $ 58 42,874 $ 43 $ 61,331 $ 2,337,948 $ ( 7,753 ) $ 2,391,627 $ 7,100 $ 2,398,727
Net income — — — — — 41,746 — 41,746 559 42,305
Other comprehensive (loss), net of tax — — — — — — ( 8,079 ) ( 8,079 ) ( 70 ) ( 8,149 )
Distributions to controlling interest — — — — — — — — ( 1,022 ) ( 1,022 )
Stock-based compensation expense — — — — 71,249 — — 71,249 — 71,249
Repurchase of common stock ( 2,381 ) ( 2 ) — — ( 150,468 ) — — ( 150,470 ) — ( 150,470 )
Cash dividends declared and paid on common stock — — — — — ( 66,155 ) — ( 66,155 ) — ( 66,155 )
Common stock issued under employee stock plans 3,823 3 — — 106,159 — — 106,162 — 106,162
Tax withholdings on vesting of restricted stock ( 358 ) — — — ( 22,144 ) — — ( 22,144 ) — ( 22,144 )
Common stock transfers - Class B to Class A 3,613 2 ( 3,613 ) ( 2 ) — — — — — —
Balance at September 28, 2018 63,979 61 39,261 41 66,127 2,313,539 ( 15,832 ) 2,363,936 6,567 2,370,503
Net income — — — — — 255,151 — 255,151 354 255,505
Other comprehensive (loss), net of tax — — — — — — ( 4,793 ) ( 4,793 ) ( 227 ) ( 5,020 )
Distributions to controlling interest — — — — — — — — ( 1,015 ) ( 1,015 )
Stock-based compensation expense — — — — 76,580 — — 76,580 — 76,580
Repurchase of common stock ( 5,268 ) ( 4 ) — — ( 177,264 ) ( 163,317 ) — ( 340,585 ) — ( 340,585 )
Cash dividends declared and paid on common stock — — — — — ( 77,496 ) — ( 77,496 ) — ( 77,496 )
Common stock issued under employee stock plans 2,514 1 — — 57,345 — — 57,346 — 57,346
Tax withholdings on vesting of restricted stock ( 345 ) — — — ( 22,788 ) — — ( 22,788 ) — ( 22,788 )
Common stock transfers - Class B to Class A 3,031 — ( 3,031 ) — — — — — — —
Balance at September 27, 2019 63,911 58 36,230 41 — 2,327,877 ( 20,625 ) 2,307,351 5,679 2,313,030
Net income — — — — — 231,363 — 231,363 256 231,619
Other comprehensive income, net of tax — — — — — — 10,031 10,031 110 10,141
Distributions to controlling interest — — — — — — — — ( 283 ) ( 283 )
Stock-based compensation expense — — — — 86,628 — — 86,628 — 86,628
Repurchase of common stock ( 2,564 ) ( 3 ) — — ( 146,218 ) ( 27,521 ) — ( 173,742 ) — ( 173,742 )
Cash dividends declared and paid on common stock — — — — — ( 88,581 ) — ( 88,581 ) — ( 88,581 )
Common stock issued under employee stock plans 3,063 3 — — 82,655 — — 82,658 — 82,658
Tax withholdings on vesting of restricted stock ( 343 ) — — — ( 23,065 ) — — ( 23,065 ) — ( 23,065 )
Common stock transfers - Class B to Class A 101 — ( 101 ) — — — — — — —
Balance at September 25, 2020 64,168 $ 58 36,129 $ 41 $ — $ 2,443,138 $ ( 10,594 ) $ 2,432,643 $ 5,762 $ 2,438,405
See accompanying notes to consolidated financial statements
53
Table of Contents
DOLBY LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
( in thousands )
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Operating activities:
Net income including controlling interest $ 231,619 $ 255,505 $ 42,305
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 90,878 85,123 81,283
Stock-based compensation 86,628 76,580 71,249
Amortization of premium on investments 800 358 2,473
Provision for doubtful accounts 7,689 4,523 2,413
Deferred income taxes ( 5,274 ) ( 40,191 ) 61,059
Restructuring charge for exit of leased facility 1,640 33,251 —
Other non-cash items affecting net income 10,920 6,952 7,570
Changes in operating assets and liabilities:
Accounts receivable, net 1,251 ( 27,492 ) 100,129
Contract assets 34,297 ( 29,708 ) ( 2,502 )
Inventories ( 11,784 ) ( 16,098 ) ( 6,602 )
Operating lease right-of-use assets ( 13,516 ) — —
Prepaid expenses and other assets ( 5,680 ) ( 6,200 ) ( 52,485 )
Accounts payable and accrued liabilities ( 45,185 ) 169 ( 29,019 )
Income taxes, net ( 50,586 ) ( 2,186 ) 39,738
Contract liabilities ( 4,621 ) 1,084 ( 59 )
Operating lease liabilities 15,618 — —
Other non-current liabilities ( 845 ) ( 13,996 ) 34,650
Net cash provided by operating activities 343,849 327,674 352,202
Investing activities:
Purchases of investment securities ( 287,777 ) ( 265,361 ) ( 174,195 )
Proceeds from sales of investment securities 244,517 200,636 123,058
Proceeds from maturities of investment securities 246,621 136,951 237,432
Purchases of property, plant, and equipment ( 66,347 ) ( 96,281 ) ( 72,814 )
Payments for business acquisitions, net of cash acquired — ( 14,919 ) ( 22,852 )
Purchase of intangible assets ( 2,640 ) ( 17,255 ) ( 12,543 )
Net cash provided by/(used in) investing activities 134,374 ( 56,229 ) 78,086
Financing activities:
Proceeds from issuance of common stock 82,658 57,346 106,162
Repurchase of common stock ( 173,742 ) ( 340,585 ) ( 150,470 )
Payment of cash dividend ( 88,581 ) ( 77,496 ) ( 66,155 )
Distribution to controlling interest ( 283 ) ( 1,015 ) ( 1,022 )
Shares repurchased for tax withholdings on vesting of restricted stock ( 23,065 ) ( 22,788 ) ( 22,144 )
Payment related to prior purchases of intangible assets ( 91 ) — —
Payment of deferred consideration for prior business combination ( 4,671 ) ( 743 ) —
Net cash used in financing activities ( 207,775 ) ( 385,281 ) ( 133,629 )
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash 3,938 ( 5,821 ) ( 5,777 )
Net increase/(decrease) in cash, cash equivalents, and restricted cash 274,386 ( 119,657 ) 290,882
Cash, cash equivalents, and restricted cash at beginning of period 805,593 925,250 634,368
Cash, cash equivalents, and restricted cash at end of period $ 1,079,979 $ 805,593 $ 925,250
Supplemental disclosure:
Cash paid for income taxes, net of refunds received $ 52,869 $ 59,722 $ 60,875
Non-cash investing and financing activities:
Change in property, plant, and equipment purchased, unpaid at period-end $ ( 3,417 ) $ ( 324 ) $ 7,990
Purchase consideration payable for acquisition $ — $ 1,700 $ 3,750
Purchase consideration payable for intangibles $ 260 $ 1,881 $ 200
See accompanying notes to consolidated financial statements
54
Table of Contents
DOLBY LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 . Basis of Presentation
Principles of Consolidation
The consolidated financial statements include the accounts of Dolby Laboratories, Inc. and our wholly owned subsidiaries. In addition, we have consolidated the financial results of jointly owned affiliated companies in which our principal stockholder has a controlling interest. We report these controlling interests as a separate line in our consolidated statements of operations as net income attributable to controlling interest and in our consolidated balance sheets as a controlling interest. We eliminate all intercompany accounts and transactions upon consolidation.
Use of Estimates
The preparation of our financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported and disclosed in our consolidated financial statements and accompanying notes.
Significant items subject to such estimates and assumptions include estimated shipments by our licensees for which we are owed a sales–based royalty. These estimates involve the use of historical data and judgment for several key attributes including industry estimates of expected shipments, the percentage of markets using our technologies, and average sale prices. Our estimates of royalty-based revenue also take into consideration the macroeconomic effect of global events, such as the COVID-19 pandemic or other natural disasters which may impact our licensees' supply chain activities as well as demand for shipments.
Additional significant items subject to such estimates and assumptions include estimated selling prices for performance obligations within revenue arrangements; valuation allowances for accounts receivable; carrying values of inventories and certain property, plant, and equipment, goodwill and intangible assets; fair values of investments; accrued liabilities including liabilities for unrecognized tax benefits, deferred income tax assets and liabilities, and stock-based compensation. Actual results could differ from our estimates.
Fiscal Year
Our fiscal year is a 52 or 53 week period ending on the last Friday in September. The fiscal years presented herein include the 52 week periods ended September 25, 2020 (fiscal 2020), September 27, 2019 (fiscal 2019), and September 28, 2018 (fiscal 2018).
Reclassifications
We have reclassified certain prior period amounts within our consolidated financial statements and accompanying notes to conform to our current period presentation. These reclassifications did not affect total revenue, operating income, operating cash flows or net income.
2 . Summary of Significant Accounting Policies
Concentration of Credit Risk
Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, investments, and accounts receivable. Our investment portfolio consists of investment grade securities diversified amongst security types, industries, and issuers. All our securities are held in custody by a recognized financial institution. Our policy limits the amount of credit exposure to a maximum of 5 % to any one issuer, except for the U.S. Treasury, and we believe no significant concentration risk exists with respect to these investments. We also mitigate counterparty risk through entering into derivative contracts with high-credit-quality financial institutions.
The majority of our licensing revenue is generated from customers outside of the U.S. We manage this risk by performing regular evaluations of the creditworthiness of our licensing customers. In fiscal 2020, 2019, and 2018, we did not have any individual customers whose revenue exceeded 10% of our total revenue.
Cash and Cash Equivalents
We consider all short-term highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents primarily consist of funds held in general checking accounts, money market accounts, commercial paper, and government bonds.
55
Table of Contents
Restricted Cash
Restricted cash on our consolidated balance sheets consists of cash contributed by Dolby and third-party licensors to Via Licensing Corporation, our wholly-owned subsidiary, that may only be used for licensor enforcement actions or licensee compliance activities related to certain Via-administered patent pools, as well as to disperse costs associated with any audit of Via Licensing Corporation for the Wideband Code Division Multiple Access (W-CDMA) patent pool .
Investments
All of our investments are classified as available-for-sale securities, with the exception of our mutual fund investments held in our supplemental retirement plan, which are classified as trading securities. Investments that have an original maturity of 91 days or more at the date of purchase and a current maturity of less than one year are classified as short-term investments, while investments with a current maturity of more than one year are classified as long-term investments. Our investments are recorded at fair value in our consolidated balance sheets. Unrealized gains and losses on our AFS securities are reported as a component of AOCI, while realized gains and losses, other-than-temporary impairments, and credit losses are reported as a component of net income. Upon sale, gains and losses are reclassified from AOCI into earnings, and are determined based on specific identification of securities sold.
We evaluate our investment portfolio for credit losses and other-than-temporary impairments by comparing the fair value with the cost basis for each of our investment securities. An investment is impaired if the fair value is less than its cost basis. If any portion of the impairment is deemed to be the result of a credit loss, the credit loss portion of the impairment is included as a component of net income. If we deem it probable that we will not recover the full cost basis of the security, the security is other-than-temporarily impaired, and the impairment loss is recognized as a component of net income.
Allowance for Doubtful Accounts
We maintain a provision for estimated losses on receivables resulting from our customers' inability to make required payments. In determining the provision, we evaluate the collectability of our accounts receivable based upon a variety of factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, we record a specific allowance against amounts due, and thereby reduce the net recognized receivable to the amount reasonably believed to be collectible. For all other customers, we recognize allowances for doubtful accounts based on our actual historical write-off experience in conjunction with the length of time the receivables are past due, geographic risk and the current business environment. Actual future losses from uncollectible accounts may differ from our estimates.
Inventories
Inventories are accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. We evaluate our ending inventories for estimated excess quantities and obsolescence. Our evaluation includes the analysis of future sales demand by product within specific time horizons. Inventories in excess of projected future demand are written down to their net realizable value. In addition, we assess the impact of changing technology on our inventory balances and write-off inventories that are considered obsolete. Write-downs and write-offs of inventory are recorded as a cost of products in our consolidated statements of operations. We classify inventory that we do not expect to sell within twelve months as other non-current assets in our consolidated balance sheets.
Property, Plant, and Equipment
PP&E is stated at cost less accumulated depreciation. Depreciation expense is recognized on a straight-line basis according to estimated useful lives assigned to each of our different categories of PP&E as summarized within the following table:
PP&E Category Useful Life
Computer equipment and software 3 to 5 years
Machinery and equipment 3 to 8 years
Furniture and fixtures 5 to 8 years
Leasehold improvements Lesser of useful life or related lease term
Equipment provided under operating leases 15 years
Buildings and building improvements 20 to 40 years
56
Table of Contents
We capitalize certain costs incurred during the construction phase of a project or asset into construction-in-progress until the construction process is complete. Once the related asset is placed into service, we transfer its carrying value into the appropriate fixed asset category and begin depreciating the value over its useful life.
Equipment Provided Under Operating Leases. In arrangements that we assess as operating leases, we recognize our cinema equipment installed at third party sites as a fixed asset and depreciate the asset on a straight-line basis.
Internal Use Software. We account for the costs of computer software developed for internal use by capitalizing costs of materials and external consultants. These costs are included in PP&E, net of accumulated amortization in our consolidated balance sheets. Our capitalized internal use software costs are typically amortized on a straight-line basis over estimated useful lives of three to five years . Costs incurred during the preliminary project and post-implementation stages are charged to expense.
Goodwill, Intangible Assets, and Long-Lived Assets
We test goodwill for impairment annually during our third fiscal quarter and whenever events or changes in circumstances indicate that the carrying amount may be impaired. We perform a qualitative assessment as a determinant for whether the two-step annual goodwill impairment test should be performed. For fiscal 2020, we completed our annual goodwill impairment assessment in the fiscal quarter ended June 26, 2020. We determined in our qualitative review that it is more likely than not that the fair value of our reporting unit is substantially in excess of the respective carrying amount. Accordingly, there was no impairment, and the two-step goodwill impairment test was not required. We did not incur any goodwill impairment losses in any of the periods presented.
Intangible assets are stated at their original cost less accumulated amortization, and those with definite lives are amortized over their estimated useful lives. Our intangible assets principally consist of acquired technology, patents, trademarks, customer relationships and contracts, the majority of which are amortized on a straight-line basis over their useful lives using a range from three to eighteen years .
We review long-lived assets, including intangible assets, for impairment whenever events or a change in circumstances indicate an asset’s carrying value may not be recoverable. Recoverability of an asset is measured by comparing its carrying value to the total future undiscounted cash flows that the asset is expected to generate. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying value of the asset exceeds its estimated fair value.
Revenue Recognition
We enter into revenue arrangements with our customers to license technologies, trademarks and patents for sound, imaging and voice solutions, and to sell products and services. We recognize revenue when we satisfy a performance obligation by transferring control over the use of a license, product, or service to a customer.
For additional financial information and a summary our accounting policy, refer to Note 3. "Revenue Recognition" to our consolidated financial statements.
Cost of Revenue
Cost of licensing. Cost of licensing primarily consists of amortization expenses associated with purchased intangible assets and intangible assets acquired in business combinations. Cost of licensing also includes IP royalty obligations to third parties, depreciation of our Dolby Cinema equipment provided under operating leases in collaborative arrangements, and direct fees incurred.
Cost of products and services. Cost of products primarily consists of the cost of materials related to products sold, applied labor, and manufacturing overhead. Our cost of products also includes third party royalty obligations paid to license IP that we include in our products. Cost of services primarily consists of the personnel and personnel-related costs of employees performing our professional services, and those of outside consultants, and reimbursable expenses incurred on behalf of customers.
Stock-Based Compensation
We measure expenses associated with all employee stock-based compensation awards using a fair-value method and record such expense in our consolidated financial statements on a straight-line basis over the requisite service period.
57
Table of Contents
Advertising and Promotional Costs
Advertising and promotional costs are charged to S&M expense as incurred. Our advertising and promotional costs were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Advertising and promotional costs $ 61,125 $ 49,118 $ 49,519
Foreign Currency Activities
Foreign Currency Translation. We maintain business operations in foreign countries. We translate the assets and liabilities of our international subsidiaries, the majority of which are denominated in non-U.S. dollar functional currencies, into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses of these subsidiaries are translated using the average rates for the period. Gains and losses from these translations are included in AOCI within stockholders’ equity.
Foreign Currency Transactions. Certain of our foreign subsidiaries transact in currencies other than their functional currency. Therefore, we re-measure non-functional currency assets and liabilities of these subsidiaries using exchange rates at the end of each period. As a result, we recognize foreign currency transaction and re-measurement gains and losses, which are recorded within other income, net in our consolidated statements of operations. These losses were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Foreign currency transaction (losses) $ ( 1,361 ) $ ( 260 ) $ ( 823 )
Non-designated Hedges. In an effort to reduce the risk that our earnings will be adversely affected by foreign currency exchange rate fluctuations, we enter into foreign currency forward contracts exclusively to hedge against assets and liabilities for which we have foreign currency exchange rate exposure. These derivative instruments are carried at fair value with changes in the fair value recorded to other income/(expense), net, in our consolidated statements of operations. While not designated as hedging instruments, these foreign currency forward contracts are used to reduce the exchange rate risk associated primarily with intercompany receivables and payables. These contracts do not subject us to material balance sheet risk due to exchange rate movements as gains and losses on these derivatives are intended to offset gains and losses on the related receivables and payables for which we have foreign currency exchange rate exposure. As of September 25, 2020 and September 27, 2019, the outstanding derivative instruments had maturities of equal to or less than 31 days and 31 days, respectively, and the total notional amounts of outstanding contracts were $ 26.8 million and $ 22.0 million, respectively. The fair values of these contracts were nominal as of September 25, 2020 and September 27, 2019, and were included within prepaid expenses and other current assets and within accrued liabilities in our consolidated balance sheets.
Cash Flow Hedges. We also enter into forward currency contracts exclusively designated as cash flow hedges, which have a maturity of thirteen months or less, to reduce the impact of currency volatility on U.S. dollar operating expenses and margins. Our cash flow hedge program was entered into in fiscal 2019. The gains and losses from the effective portions of cash flow hedges are recorded at fair value as a component of AOCI, until the hedged item is subsequently reclassified into earnings in the same period in which the hedged transaction affects earnings, with the corresponding hedged item. Amounts reclassified are recorded to the same line item in the consolidated statements of operations as the impact of the hedge transaction, concurrently with the hedged costs.
The pre-tax gain attributed to the effective portion of cash flow hedges recognized in AOCI was $ 5.3 million in fiscal 2020, and was immaterial in fiscal 2019. The pre-tax effective portion of gains or losses reclassified to the consolidated statements of income was not material during fiscal 2020 and fiscal 2019.
Income Taxes
We use the asset and liability method, under which deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax bases of assets and liabilities, and NOL carryforwards are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is additionally dependent upon the generation of future taxable income during the
58
Table of Contents
periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment, and we record a valuation allowance to reduce our deferred tax assets when it's more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
We record an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. We include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued are reversed in the period that such determination is made and are reflected as a reduction of the overall income tax provision.
Repatriation of Undistributed Foreign Earnings. The Tax Cuts and Jobs Act of 2017 ("the Tax Act"), provides an exemption from federal income taxes for distributions by foreign subsidiaries made after December 31, 2017 that were not subject to the transition tax. Therefore, we have provided for U.S. state income taxes and foreign withholding taxes on undistributed earnings of certain foreign subsidiaries to the extent such earnings are no longer considered to be indefinitely reinvested in the operations of those subsidiaries. We consider the earnings of certain foreign subsidiaries to be indefinitely reinvested outside the U.S. on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs, and our specific plans for reinvestment of those subsidiary earnings.
Recently Issued Accounting Standards
We continually assess any ASUs or other new accounting pronouncements issued by the FASB to determine their applicability and impact on us. Where it is determined that a new accounting pronouncement will result in a change to our financial reporting, we take the appropriate steps to ensure that such changes are properly reflected in our consolidated financial statements or notes thereto.
Adopted Standards
Leases. In the first quarter of fiscal 2020, we adopted ASU 2016-02, Leases (ASC 842 ) along with all subsequent applicable ASU clarifications and improvements , which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. We adopted ASC 842 using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and the disclosures required under ASC 842 are not provided for dates and periods prior to implementation. ASC 842 provides a number of optional practical expedients in transition. We elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions about lease identification, lease classification and initial direct costs. In addition, we account for lease and non-lease components as a single lease component.
Operating leases are included in operating lease right-of-use assets and in current and non-current operating lease liabilities on our consolidated balance sheets.
As a lessee, the adoption of ASC 842 resulted in the recording of Operating lease right-of-use ("ROU") assets and Operating lease liabilities of $ 62.1 million and $ 64.6 million, respectively, as of September 28, 2019. The difference between the operating lease assets and liabilities was recorded as an adjustment to Other non-current liabilities, primarily related to deferred rent and other lease incentives. As a lessor, the adoption of ASC 842 did not have a material impact. The adoption of ASC 842 did not impact Retained Earnings.
Income Taxes: Comprehensive Income. In the first quarter of fiscal 2020, we adopted ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. We elected to not reclassify the stranded tax effects to retained earnings as they were not material to Dolby's consolidated financial statements.
Standards Not Yet Adopted
Collaborative Arrangements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that
59
Table of Contents
transaction. This standard will be effective for Dolby beginning September 26, 2020. While we have a number of collaborative arrangements, we do not believe that this standard will have a material impact on our consolidated financial statements.
Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments , which modifies the measurement of expected credit losses of certain financial instruments, including trade receivables, contract assets, and lease receivables. This standard will be effective for Dolby beginning September 26, 2020. We do not believe that this standard will have a material impact on our consolidated financial statements.
Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which modifies and eliminates certain exceptions to the general principles of ASC 740, Income Taxes. This standard will be effective for Dolby beginning September 25, 2021. We are currently evaluating the impact of the standard on our consolidated financial statements.
3. Revenue Recognition
We enter into revenue arrangements with our customers to license technologies, trademarks and patents for sound, imaging and voice solutions, and to sell products and services. We recognize revenue when we satisfy a performance obligation by transferring control over the use of a license, product, or service to a customer.
A. Identification of the Contract or Contracts with Customers
We generally determine that a contract with a customer exists upon the execution of an agreement and after consideration of collectability, which could include an evaluation of the customer's payment history, the existence of a standby letter-of-credit between the customer’s financial institution and our financial institution, public financial information, and other factors. At contract inception, we also evaluate whether two or more non-standard agreements with a customer should be combined and accounted for as a single contract.
B. Identification of Performance Obligations in a Contract
We generate revenues principally from the following sources, which represent performance obligations in our contracts with customers:
• Licensing. We license our technologies, including patents, to a range of customers who incorporate them into their products for enhanced audio, imaging and voice functionality across broadcast, mobile, CE, PC, gaming, and other markets.
• Product Sales. We design and provide audio and imaging products for the cinema, television, broadcast, communications, and entertainment industries.
• Services. We provide various services to support theatrical and television production for cinema exhibition, broadcast, and home entertainment, including equipment training, mixing room alignment, equalization, as well as audio, color and light image calibration.
• PCS. We provide PCS for products sold and for equipment leased, and we support the implementation of our licensing technologies in our licensees’ products.
• Equipment Leases. We collaborate with established cinema exhibitors to offer Dolby Cinema, a branded premium cinema offering for movie audiences by leasing equipment and licensing our intellectual property. We also lease hardware that facilitates the Dolby conferencing experience, including the Dolby Conference Phone, and the Dolby Voice Room solution.
• Licensing Administration Fees. We generate service fees for managing patent pools on behalf of third party patent owners through our wholly-owned subsidiary, Via Licensing Corporation.
Some of our revenue arrangements include multiple performance obligations, such as hardware, software, support and maintenance, and extended warranty services. We evaluate whether promised products and services are distinct performance obligations.
The majority of our arrangements with multiple performance obligations pertain to our digital cinema server and processor sales that include the following distinct performance obligations to which we allocate portions of the transaction price based on their stand-alone selling price:
60
Table of Contents
• Digital cinema server hardware and embedded software, which is highly dependent on and highly interrelated with the hardware. Accordingly, the hardware and embedded software represent a single performance obligation.
• The right to support and maintenance, which is included with the purchase of the digital cinema server hardware, is a distinct performance obligation.
• The right to receive commissioning services is a distinct performance obligation within the sale of the Dolby Atmos Cinema Processor. These services consist of the review of venue designs specifying proposed speaker placement as well as calibration services performed for installed speakers to ensure optimal playback.
C. Determination of Transaction Price for Performance Obligations in a Contract
After identifying the distinct performance obligations, we determine the transaction price in accordance with the terms of the underlying executed contract which may include variable consideration such as discounts, rebates, refunds, rights of returns, and incentives. We assess and update, if necessary, the amount of variable consideration to which we are entitled for each reporting period. At the end of each reporting period, we estimate and accrue a liability for returns and adjustments as a reduction to revenue based on several factors, including past returns history.
With the exception of our sales-based royalties, we evaluate whether a significant financing component exists when we recognize revenue in advance of customer payments that occur over time. For example, some of our licensing arrangements include payment terms greater than one year from when we transfer control of our IP to a licensee and the receipt of the final payment for that IP. If a significant financing component exists, we classify a portion of the transaction price as interest income, instead of recognizing all of the transaction price as revenue. We do not adjust the transaction price for the effects of financing if, at contract inception, the period between the transfer of control to a customer and final payment is expected to be one year or less.
D. Allocation of Transaction Price to Distinct Performance Obligations in a Contract
For our sales-based royalties where the license is the predominant item to which the royalties relate, we present all revenues as licensing.
For revenue arrangements that include multiple performance obligations, we determine the stand-alone selling price for each distinct performance obligation based on the actual selling prices made to customers. If the performance obligation is not sold separately, we estimate the stand-alone selling price. We do so by considering market conditions such as competitor pricing strategies, customer specific information and industry technology lifecycles, internal conditions such as cost and pricing practices, or applying the residual approach method when the selling price of the good, most commonly a license, is highly variable or uncertain.
Once the transaction price - including any variable consideration - has been determined, we allocate the transaction price to the performance obligations identified in the contract and recognize revenue as or when control is transferred for each distinct performance obligation.
E. Revenue Recognition as Control is Transferred to a Customer
We generate our licensing revenue by licensing our technologies and patents to various types of licensees, such as chip manufacturers ("implementation licensees"), consumer product manufacturers, software vendors, and communications service providers. Our revenue recognition policies for each of these arrangements are summarized below.
Initial fees from implementation licensees. Implementation licensees incorporate our technologies into their chipsets that, once approved by Dolby, are available for purchase by OEMs for use in end-user products. Implementation licensees only pay us a nominal initial fee on contract execution as consideration for the ongoing services that we provide to assist in their implementation process. Revenues from these initial fees are recognized ratably over the contractual term as a component of licensing revenue.
Sales-based licensing fees. In our royalty bearing licensing agreements with OEMs, control is transferred upon the later of contract execution or the contract’s effective date. We apply the royalty exception, which requires that we recognize sales-based royalties when the sales occur based on our estimates. These estimates involve the use of historical data and judgment for several key attributes including industry estimates of expected shipments, the
61
Table of Contents
percentage of markets using our technologies, and average sale prices. Generally, our estimates represent the current period’s shipments to which we expect our licensees to submit royalty statements in the following quarter. Upon receipt of royalty statements from the licensees with the actual reporting of sales-based royalties that we estimated previously, we record a favorable or unfavorable adjustment based on the difference, if any, between estimated and actual sales. In the first quarter of fiscal 2020, we recorded a favorable adjustment of approximately $ 9 million, which was primarily related to shipments that occurred in our fourth quarter of fiscal 2019 (July through September) and largely based on actual royalty statements received from licensees. In the second, third, and fourth quarters of fiscal 2020 we recorded favorable adjustments of $ 7 million, $ 11 million, and $ 26 million, respectively, each primarily related to shipments that occurred in the preceding fiscal quarter, and largely based on actual royalty statements received from licensees.
Fixed and guaranteed licensing fees. In certain cases, our arrangements require the licensee to pay fixed, non-refundable fees. In these cases, control is transferred, and fees are recognized upon the later of contract execution or the effective date. Additionally, and separate from initial fees from implementation licensees, our sales- and usage-based licensing agreements include a nominal fee, which is also recognized at a point in time in which control of the IP has been transferred. Revenues from these arrangements are included as a component of licensing revenue.
Recoveries. Through compliance efforts, we identify under-reported licensed activity related to non-current periods. We may record a favorable or unfavorable revenue adjustment in connection with the findings from these compliance efforts generally upon resolution with the licensee through agreement of the findings, or upon receipt of the licensee’s correction statement. Revenues from these arrangements are included as a component of licensing revenue.
We undertake activities aimed at identifying potential unauthorized uses of our technologies, which when successful result in the recognition of revenue. Recoveries stem from third parties who agree to remit payments to us based on past use of our technology. In these scenarios, a legally binding contract did not exist at time of use of our technology, and therefore, we recognize revenue recoveries upon execution of the agreement as that is the point in time to which a contract exists and control is transferred. These revenues are classified as licensing revenue.
In general, we classify legal costs associated with activities aimed at identifying potential unauthorized uses of our technologies, auditing existing licensees, and on occasion, pursuing litigation as S&M in our consolidated statements of operations.
We recognize licensing revenue gross of withholding taxes, which our licensees remit directly to their local tax authorities, and for which we receive a partial foreign tax credit in our income tax provision.
In addition to our licensing arrangements, we also enter into arrangements to deliver products and services.
Product Sales. Revenue from the sale of products is recognized when the customer obtains control of the promised good or service, which is generally upon shipment. Payments are generally made within 90 days of sale.
Services. We provide various services, such as engineering services related to movie soundtrack print mastering, equipment training and maintenance, mixing room alignment, equalization, and image calibration, which we bill on a fixed fee and time and materials basis. Most of these services are of a short duration and are recognized as control of the performance obligations are transferred which is when the related services are performed.
Collaborative Arrangements. We collaborate with established cinema exhibitors to offer Dolby Cinema, a branded premium cinema offering for movie audiences. Under such collaborations, Dolby and the exhibitor are both active participants, and share the risks and rewards associated with the business. Accordingly, these collaborations are governed by revenue sharing arrangements under which Dolby receives revenue based on box office receipts, reported to Dolby by exhibitor partners on a monthly or quarterly basis, our proprietary designs and trademarks as well as for the use of our equipment at the exhibitor’s venue. The use of our product solution meets the definition of a lease, and for the related portion of Dolby's share of revenue, we apply ASC 842, Leases , and recognize revenue based on monthly box office reports from exhibitors. Our revenue share is recognized as licensing revenue in our consolidated statements of operations.
In addition, we also enter into hybrid agreements where a portion involves guaranteed payments, which in some cases result in classifying the arrangement as a sales-type lease. In such arrangements, we consider control to transfer at the point in time to which we have installed and tested the equipment, at which point we record such guaranteed payments as product revenue.
62
Table of Contents
Via Administration Fee. We generate service fees for managing patent pools on behalf of third party patent owners through our wholly-owned subsidiary, Via Licensing Corporation. As an agent to licensors in the patent pool, Via receives a share of the sales-based royalty that the patent pool licensors earn from licensees. As such, we apply the sales-based royalty exception as the service provided is directly related to the patent pool licensors’ provision of IP, which results in recognition based on estimates of the licensee’s quarter shipments that use the pool’s patents. In addition to sales-based royalties, Via also has contracts where the fees are fixed. The revenue share Via receives from licensors on fixed fee contracts is recognized over the term in which we are providing services associated with the fixed fee contract. We recognize our administrative fees net of the consideration paid to the patent licensors in the pool as licensing revenue.
Deferred revenue, which is a component of contract liabilities, represents amounts that are ultimately expected to be recognized as revenue, but for which we have yet to satisfy the performance obligation. On September 25, 2020, we had $ 37.9 million of remaining performance obligations, 38 % of which we expect to recognize as revenue in fiscal 2021, 22 % in fiscal 2022, and the balance of 40 % in fiscal years beyond 2022.
F. Disaggregation of revenue
The following table presents a summary of the composition of our revenue for all periods presented:
Fiscal Year-To-Date Ended
September 25, 2020 September 27, 2019
Revenue
Licensing $ 1,078,577 93 % $ 1,107,280 89 %
Products and services 83,215 7 % 134,340 11 %
Total revenue $ 1,161,792 100 % $ 1,241,620 100 %
The following table presents the composition of our licensing revenue for all periods presented:
Fiscal Year-To-Date Ended
September 25, 2020 September 27, 2019
Revenue By Market
Broadcast $ 439,415 41 % $ 474,147 43 %
Mobile 226,972 21 % 193,052 17 %
CE 152,608 14 % 154,399 14 %
PC 132,302 12 % 113,597 10 %
Other 127,280 12 % 172,085 16 %
Total licensing revenue $ 1,078,577 100 % $ 1,107,280 100 %
We license our technologies in approximately 60 countries, and our licensees distribute products that incorporate our technologies throughout the world. As shown in the table below, we generate the majority of our revenue from outside the United States. Geographic data for our licensing revenue is based on the location of our licensees’ headquarters, products revenue is based on the destination to which we ship our products, and services revenue is based on the location where services are performed.
Fiscal Year-To-Date Ended
September 25, 2020 September 27, 2019
Revenue By Geographic Location
United States $ 460,972 40 % $ 449,203 36 %
International 700,820 60 % 792,417 64 %
Total revenue $ 1,161,792 100 % $ 1,241,620 100 %
G. Contract balances
Our contract assets represent rights to consideration from licensees for the use of our IP that we have estimated in a given period in the absence of receiving actual royalty statements from licensees. These estimates reflect our best judgment at that time, and are developed using a number of inputs, including historical data, industry estimates of expected shipments, anticipated sales price and performance, and third-party data supporting the percentage of markets using our technologies. In the event that our estimates differ from actual amounts reported, we record an adjustment in the quarter in which the report is received which is typically the quarter following our estimate. Actual
63
Table of Contents
amounts reported are typically paid within sixty days following the end of the quarter of shipment. The main drivers for change in the contract assets account are variances in quarterly estimates, and to a lesser degree, timing of receipt of actual royalty statements.
Our contract liabilities consist of advance payments and billings in advance of performance, deferred revenue that is typically satisfied within one year, and deferred interest where we have significant financing. The non-current portion of contract liabilities is separately disclosed in our consolidated balance sheets. We present the net contract asset or liability when we have both contract assets and contract liabilities for a single contract. In fiscal year 2020, we recognized $ 17.7 million from prior period deferred revenue.
The following table presents a summary of the balances to which contract assets and liabilities related to revenue are recorded for all periods presented:
September 25, 2020 September 27, 2019 Change ($) Change (%)
Accounts receivable, net $ 180,340 $ 189,115 $ ( 8,775 ) ( 5 ) %
Contract assets 161,357 195,651 ( 34,294 ) ( 18 ) %
Contract liabilities - current 15,436 19,991 ( 4,555 ) ( 23 ) %
Contract liabilities - non-current 24,342 24,404 ( 62 ) — %
4. Composition of Certain Financial Statement Captions
The following tables present detailed information from our consolidated balance sheets as of September 25, 2020 and September 27, 2019 (amounts displayed in thousands).
Accounts Receivable
Accounts Receivable, Net September 25,
2020 September 27,
2019
Trade accounts receivable $ 147,618 $ 151,996
Accounts receivable from patent administration program licensees 48,630 46,894
Accounts receivable, gross 196,248 198,890
Less: allowance for doubtful accounts ( 15,908 ) ( 9,775 )
Total $ 180,340 $ 189,115
Accounts receivable, gross includes unbilled accounts receivable balances of $ 62.1 million and $ 82.3 million as of September 25, 2020 and September 27, 2019, respectively, related to amounts that are contractually owed. The unbilled balance represents our unconditional right to consideration related to fixed fee contracts which we are entitled to as a result of satisfying, or partially satisfying, performance obligations, as well as Via's unconditional right to consideration related to their patent administration programs.
Allowance for Doubtful Accounts Beginning Balance Charged to
G&A Deductions Ending Balance
For fiscal year ended:
September 28, 2018 $ 2,967 $ 2,413 $ ( 122 ) $ 5,258
September 27, 2019 5,258 4,523 ( 6 ) 9,775
September 25, 2020 9,775 7,689 ( 1,556 ) 15,908
Inventories
Inventories September 25,
2020 September 27,
2019
Raw materials $ 3,770 $ 8,031
Work in process 9,214 4,872
Finished goods 12,566 19,428
Total $ 25,550 $ 32,331
Inventories are stated at the lower of cost and net realizable value. Inventory with a consumption period expected to exceed twelve months is recorded within other non-current assets in our consolidated balance sheets. We have included $ 2.6 million and $ 3.0 million of raw materials inventory within other non-current assets in our consolidated balance sheets as of September 25, 2020 and September 27, 2019, respectively. Based on anticipated
64
Table of Contents
inventory consumption rates, and aside from existing write-downs due to excess inventory, we do not believe that material risk of obsolescence exists prior to ultimate sale.
Prepaid Expenses And Other Current Assets
Prepaid Expenses And Other Current Assets September 25,
2020 September 27,
2019
Prepaid expenses $ 17,884 $ 17,997
Other current assets 35,138 21,707
Total $ 53,022 $ 39,704
As of September 25, 2020, other current assets include the carrying value of $ 2.2 million of land and building that are currently held for sale. In fiscal year 2019, management committed to a plan to sell the property. There have been no changes to this plan in the current period. Based on current estimated selling prices in the market, we have determined that no indicators of potential impairment exist.
Accrued Liabilities
Accrued Liabilities September 25,
2020 September 27,
2019
Accrued royalties $ 901 $ 2,957
Amounts payable to patent administration program partners 60,427 58,899
Accrued compensation and benefits 89,684 78,716
Accrued professional fees 10,344 19,216
Unpaid PP&E additions 15,102 15,332
Accrued customer refunds 10,053 24,299
Other accrued liabilities 33,463 68,725
Total $ 219,974 $ 268,144
Other Non-Current Liabilities
Other Non-Current Liabilities September 25,
2020 September 27,
2019
Supplemental retirement plan obligations $ 4,181 $ 3,466
Non-current tax liabilities (1)
85,943 136,323
Other liabilities 32,030 37,673
Total $ 122,154 $ 177,462
(1) Refer to Note 12 “ Income Taxes ” for additional information related to tax liabilities.
5. Investments & Fair Value Measurements
We use cash holdings to purchase investment grade securities diversified among security types, industries, and issuers. All of our investment securities are measured at fair value, and are recorded within cash equivalents and both short-term and long-term investments in our consolidated balance sheets. With the exception of our mutual fund investments held in our SERP and classified as trading securities, all of our investments are classified as AFS securities.
Our investment securities primarily consist of government bonds, certificates of deposit, municipal debt securities, corporate bonds, U.S. agency securities, and commercial paper. In addition, our cash and cash equivalents also consist of highly-liquid money market funds. Consistent with our investment policy, none of our municipal debt investments are supported by letters of credit or standby purchase agreements. Our cash and investment portfolio consisted of the following (in thousands):
65
Table of Contents
September 25,
2020
Cost Unrealized Estimated Fair Value
Gains Losses Total Level 1 Level 2 Level 3
Cash and cash equivalents:
Cash $ 856,740 $ — $ — $ 856,740 $ 856,740 $ — $ —
Cash equivalents:
Commercial paper 900 — — 900 — 900 —
Money market funds 214,111 — — 214,111 214,111 — —
Government bonds 125 — — 125 125 — —
Cash and cash equivalents 1,071,876 — — 1,071,876 1,070,976 900 —
Short-term investments:
Certificate of deposit 2,277 1 — 2,278 — 2,278 —
U.S. agency securities 999 12 — 1,011 — 1,011 —
Government bonds 5,118 47 — 5,165 1,370 3,795 —
Commercial paper 4,727 4 — 4,731 — 4,731 —
Corporate bonds 18,754 87 ( 3 ) 18,838 — 18,838 —
Municipal debt securities 14,828 97 — 14,925 — 14,925 —
Short-term investments 46,703 248 ( 3 ) 46,948 1,370 45,578 —
Long-term investments:
U.S. agency securities 2,214 56 — 2,270 — 2,270 —
Government bonds 5,137 80 — 5,217 1,633 3,584 —
Corporate bonds 24,657 419 ( 7 ) 25,069 — 25,069 —
Municipal debt securities 15,220 203 ( 6 ) 15,417 — 15,417 —
Other long-term investments (1) 4,176 — — 4,176 — — —
Long-term investments 51,404 758 ( 13 ) 52,149 1,633 46,340 —
Total cash, cash equivalents, and investments $ 1,169,983 $ 1,006 $ ( 16 ) $ 1,170,973 $ 1,073,979 $ 92,818 $ —
Investments held in supplemental retirement plan:
Assets 4,279 — — 4,279 4,279 — —
Included in prepaid expenses and other current assets & other non-current assets
Liabilities 4,279 — — 4,279 4,279 — —
Included in accrued liabilities & other non-current liabilities
Currency derivatives as hedge instruments:
Assets: Included in other current assets — 4,267 — 4,267 — 4,267 —
Assets: included in other non-current assets — 369 — 369 — 369 —
Liabilities: Included in other accrued expenses — — ( 79 ) ( 79 ) — ( 79 ) —
(1) Other long-term investments as of September 25, 2020 is comprised of one equity method investment which is not carried at fair value of $ 4.2 million.
66
Table of Contents
September 27,
2019
Cost Unrealized Estimated Fair Value
Gains Losses Total Level 1 Level 2 Level 3
Cash and cash equivalents:
Cash $ 680,287 $ — $ — $ 680,287 $ 680,287 $ — $ —
Cash equivalents:
Corporate bonds 1,000 — — 1,000 — 1,000 —
Money market funds 115,270 — — 115,270 115,270 — —
Government bonds 653 — — 653 653 — —
Cash and cash equivalents 797,210 — — 797,210 796,210 1,000 —
Short-term investments:
Certificate of deposit 1,265 1 — 1,266 — 1,266 —
U.S. agency securities 10,973 8 ( 9 ) 10,972 — 10,972 —
Government bonds 8,381 11 ( 1 ) 8,391 5,784 2,607 —
Commercial paper 6,347 9 — 6,356 — 6,356 —
Corporate bonds 76,802 172 ( 34 ) 76,940 — 76,940 —
Municipal debt securities 15,210 18 ( 7 ) 15,221 — 15,221 —
Short-term investments 118,978 219 ( 51 ) 119,146 5,784 113,362 —
Long-term investments:
Asset backed securities 400 2 — 402 — 402 —
U.S. agency securities 7,102 146 — 7,248 — 7,248 —
Government bonds 23,563 187 — 23,750 19,670 4,080 —
Corporate bonds 134,360 1,700 — 136,060 — 136,060 —
Municipal debt securities 10,315 87 ( 6 ) 10,396 — 10,396 —
Other long-term investments (1) 1,731 — — 1,731 — — —
Long-term investments 177,471 2,122 ( 6 ) 179,587 19,670 158,186 —
Total cash, cash equivalents, and investments $ 1,093,659 $ 2,341 $ ( 57 ) $ 1,095,943 $ 821,664 $ 272,548 $ —
Investments held in supplemental retirement plan:
Assets 3,564 — — 3,564 3,564 — —
Included in prepaid expenses and other current assets & other non-current assets
Liabilities 3,564 — — 3,564 3,564 — —
Included in accrued liabilities & other non-current liabilities
Currency derivatives as hedge instruments:
Liabilities: Included in other accrued expenses — — ( 242 ) ( 242 ) — ( 242 ) —
(1) Other long-term investments as of September 27, 2019 is comprised of one equity method investment which is not carried at fair value of $ 1.7 million.
Fair Value Hierarchy. Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. We minimize the use of unobservable inputs and use observable market data, if available, when determining fair value. We classify our inputs to measure fair value using the following three-level hierarchy:
Level 1: Quoted prices in active markets at the measurement date for identical assets and liabilities. We base the fair value of our Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.
Level 2: Prices may be based upon quoted prices in active markets or inputs not quoted on active markets but are corroborated by market data. We obtain the fair value of our Level 2 financial instruments from a professional pricing service, which may use quoted market prices for identical or comparable instruments, or model driven valuations using observable market data or inputs corroborated by observable market data. To validate the fair value determination provided by our primary pricing service, we perform quality controls over values received which include comparing our pricing service provider’s assessment of the fair values of our investment securities against the fair values of our investment securities obtained from another independent source, reviewing the pricing movement in the context of overall market trends, and reviewing trading information from our investment managers. In addition, we assess the inputs and methods used in determining the fair value in order to determine the classification of securities in the fair value hierarchy.
67
Table of Contents
Level 3: Unobservable inputs are used when little or no market data is available and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
The following table describes the valuation techniques and inputs applicable to each class of security held within our investment portfolio as of September 25, 2020:
Asset Type Primary Source Update Frequency Fair Value Methodology Secondary Source
Level 1
Money Market Funds ICE (Intercontinental Exchange) Daily $1 per share Not Applicable
U.S. Government Bonds ICE (Intercontinental Exchange) Daily Institutional Bond Quotes - evaluations based on various market and industry inputs Bloomberg
Level 2
Certificates of Deposit ICE (Intercontinental Exchange) Monthly Market Prices Bloomberg
Commercial Paper U.S. Bank Pricing Unit Daily Matrix Pricing Not Applicable
Corporate Bonds ICE (Intercontinental Exchange) Daily Institutional Bond Quotes - evaluations based on various market and industry inputs Bloomberg
Municipal Debt Securities ICE (Intercontinental Exchange) Daily Evaluations based on various market and industry inputs Bloomberg
U.S. Agency Securities ICE (Intercontinental Exchange) Daily Institutional Bond Quotes - evaluations based on various market and industry inputs Bloomberg
Int'l Government Bonds ICE (Intercontinental Exchange)
Extel Financial Ltd Daily Evaluations based on various market factors Bloomberg
Securities In Gross Unrealized Loss Position. We periodically evaluate our investments for other-than-temporary declines in fair value. The unrealized losses on our AFS securities were primarily the result of unfavorable changes in interest rates subsequent to the initial purchase of these securities. The following table presents the gross unrealized losses and fair value for those AFS securities that were in an unrealized loss position as of September 25, 2020 and September 27, 2019 (in thousands):
September 25, 2020 September 27, 2019
Less Than 12 Months Greater Than 12 Months Less Than 12 Months Greater Than 12 Months
Investment Type Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Certificate of deposit $ — $ — $ — $ — $ 300 $ — $ — $ —
U.S. agency securities — — — — — — 4,787 ( 9 )
Government bonds — — — — 1,426 — — —
Corporate bonds 7,076 ( 10 ) — — 7,647 ( 3 ) 27,078 ( 32 )
Municipal debt securities 2,505 ( 6 ) — — 9,552 ( 13 ) 900 —
Total $ 9,581 $ ( 16 ) $ — $ — $ 18,925 $ ( 16 ) $ 32,765 $ ( 41 )
Although we had certain securities that were in an unrealized loss position as of September 25, 2020, we expect to recover the full carrying value of these securities as we do not intend to, nor do we currently anticipate a need to sell these securities prior to recovering the associated unrealized losses. As a result, we do not consider any portion of the unrealized losses at either September 25, 2020 or September 27, 2019 to represent an other-than-temporary impairment, nor do we consider any of the unrealized losses to be credit losses.
Investment Maturities. The following table summarizes the amortized cost and estimated fair value of the AFS securities within our investment portfolio based on stated maturities as of September 25, 2020 and September 27, 2019, which are recorded within cash equivalents and both short and long-term investments in our consolidated balance sheets (in thousands):
September 25, 2020 September 27, 2019
Range of maturity Amortized Cost Fair Value Amortized Cost Fair Value
Due within 1 year $ 261,839 $ 262,085 $ 238,186 $ 238,354
Due in 1 to 2 years 29,328 29,814 93,948 94,899
Due in 2 to 3 years 17,900 18,159 81,793 82,957
Total $ 309,067 $ 310,058 $ 413,927 $ 416,210
68
Table of Contents
6. Property, Plant, & Equipment
PP&E are recorded at cost, with depreciation expense included in cost of licensing, cost of products, cost of services, R&D, S&M, and G&A expenses in our consolidated statements of operations. Depreciation expense was $ 61.4 million, $ 55.5 million, and $ 54.8 million in fiscal 2020, 2019, and 2018, respectively.
As of September 25, 2020 and September 27, 2019, PP&E consisted of the following (in thousands):
Property, Plant, & Equipment September 25,
2020 September 27,
2019
Land $ 41,955 $ 41,918
Buildings and building improvements 283,617 282,924
Leasehold improvements 83,764 66,730
Machinery and equipment 126,942 128,525
Computer equipment and software 230,800 219,455
Furniture and fixtures 31,845 34,191
Equipment provided under operating leases 199,561 161,372
Construction-in-progress 19,545 19,616
Property, plant, and equipment, gross 1,018,029 954,731
Less: accumulated depreciation ( 476,066 ) ( 417,299 )
Property, plant, & equipment, net $ 541,963 $ 537,432
7. Leases
As Lessee
As a lessee, we enter into contracts to access and utilize office space, including those payable to our principal stockholder and portions attributable to the controlling interests in our wholly owned subsidiaries. We determine if a contract contains a lease based on whether we have the right to obtain substantially all of the economic benefits from the use of an identified asset and whether we have the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which we do not own. Right of use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our Incremental Borrowing Rate, because the interest rate implicit in our leases is not readily determinable. The IBR is a hypothetical rate based on our understanding of what our credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable, however, only fixed payments are included in our lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred.
The lease term of operating leases vary from less than a year to 12 years. We have leases that include one or more options to extend the lease term for up to 9 years as well as options to terminate the lease within one year . Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
69
Table of Contents
The components of lease expense were as follows (in thousands):
September 25, 2020
Lease cost
Operating lease cost $ 23,570
Variable lease cost 1,175
Total lease cost $ 24,745
Total rent expense incurred under operating leases, including the portion of total rent expense which is payable to our principal stockholder, was $ 20.6 million and $ 17.2 million in fiscal 2019 and 2018, respectively.
Supplemental cash flow information related to leases was as follows (in thousands):
September 25, 2020
Other information
Cash paid for amounts included in the measurement of operating lease liabilities $ 22,043
Right-of-use assets obtained in exchange for operating lease obligations 34,198
Supplemental balance sheet information related to leases was as follows:
September 25, 2020
Operating Leases
Weighted-average remaining lease term 6.5 years
Weighted-average discount rate 3.1 %
The following tables presents the maturity analysis of lease liabilities (in thousands):
September 25, 2020
Operating Leases
Fiscal 2021 $ 18,098
Fiscal 2022 14,868
Fiscal 2023 13,299
Fiscal 2024 12,718
Fiscal 2025 8,898
Thereafter 22,484
Total undiscounted lease payments 90,365
Less: imputed interest ( 9,228 )
Total lease liabilities $ 81,137
September 27, 2019
Operating Leases
Remainder of Fiscal 2020 $ 17,231
Fiscal 2021 9,329
Fiscal 2022 7,191
Fiscal 2023 6,218
Fiscal 2024 4,499
Thereafter 12,355
Total undiscounted lease payments $ 56,823
As Lessor
70
Table of Contents
As a lessor, we lease our Dolby Cinema product solution to exhibitors, Dolby Voice equipment to cloud conferencing service providers, and lease or sublease real estate properties. The terms of these leases vary from 4 to 10 years. Lease components consist of fixed payments and/or variable lease payments based on contracted percentages of revenue. Generally, leases do not grant any right to the lessee to purchase the underlying asset at the end of the lease term, with the exception of certain leases of Dolby Voice equipment for which the customer has the option to purchase the equipment at fair value. Dolby Cinema lease arrangements have options to extend the lease term at expiration by increments ranging from 1 to 5 years.
Assets provided under an operating lease are carried at cost within property, plant and equipment and depreciated over the useful life of these asset using the straight-line method. Fixed operating lease payments are recognized on a straight-line basis over the lease term to other income for our real estate property and to revenue for all other leases. Variable lease payments received under our Dolby Cinema operating leases are computed as shares of lessees' box office revenues and recognized to revenue in the period that box office sales occur. Lease incentive payments we make to lessees are amortized as a reduction in revenue over the lease term. For the year ended September 25, 2020, variable operating lease income was $ 10.4 million and fixed operating lease income was $ 3.7 million.
If a lease is classified as a sales-type lease, the carrying amount of the asset is derecognized from property, plant and equipment and a net investment in the lease is recorded. The net investment in the lease is measured at commencement date as the sum of the lease receivable and the estimated residual value of the equipment. The unguaranteed residual value of the equipment was determined as the estimated carrying value of the asset at the end of the lease term had the asset been depreciated on a straight-line basis. At September 25, 2020, the unguaranteed residual value of sales-type leases was $ 0.7 million. Selling profit or loss arising from a sales-type lease is recorded at lease commencement and presented on a gross basis. Over the term of the lease, we recognize interest income on the net investment in the lease and any variable lease payments, which is not material and not included in the net investment in the lease.
The following table presents the maturity analysis of fixed lease payments due to Dolby (in thousands):
September 25, 2020
Operating Leases Sales-Type Leases
Fiscal 2021 $ 3,361 $ 1,605
Fiscal 2022 3,393 1,605
Fiscal 2023 3,354 1,603
Fiscal 2024 1,821 796
Fiscal 2025 78 395
Thereafter 346 395
Total undiscounted cash flows 12,353 6,399
Less: present value of lease payments (recognized as lease receivables) ( 4,821 )
Difference $ 1,578
71
Table of Contents
8. Goodwill & Intangible Assets
Goodwill
The following table outlines changes to the carrying amount of goodwill (in thousands):
Goodwill
Balance at September 28, 2018 $ 327,982
Acquired goodwill 9,367
Translation adjustments ( 2,520 )
Balance at September 27, 2019 $ 334,829
Acquired goodwill —
Translation adjustments 2,116
Balance at September 25, 2020 $ 336,945
Intangible Assets
Intangible assets are stated at their original cost less accumulated amortization. Intangible assets subject to amortization consisted of the following (in thousands):
September 25, 2020 September 27, 2019
Intangible Assets, Net Cost Accumulated
Amortization Net Cost Accumulated
Amortization Net
Acquired patents and technology $ 342,637 $ ( 206,123 ) $ 136,514 $ 338,075 $ ( 176,867 ) $ 161,208
Customer relationships 64,740 ( 49,062 ) 15,678 64,728 ( 45,510 ) 19,218
Other intangibles 22,969 ( 22,730 ) 239 22,902 ( 22,437 ) 465
Total $ 430,346 $ ( 277,915 ) $ 152,431 $ 425,705 $ ( 244,814 ) $ 180,891
During fiscal 2020 and 2019, we purchased various patents and developed technology for purchase consideration of $ 2.9 million and $ 27.3 million, and upon acquisition, these intangible assets had a weighted-average useful life of 14.0 years and 7.9 years, respectively. These acquisitions facilitate our R&D efforts, technologies and potential product offerings.
Amortization expense for our intangible assets is included in cost of licensing, cost of products, R&D and S&M expenses in our consolidated statements of operations. Amortization expense was $ 29.5 million, $ 29.7 million, and $ 26.5 million in fiscal 2020, 2019 and 2018, respectively. As of September 25, 2020, expected amortization expense of our intangible assets in future periods was as follows (in thousands):
Fiscal Year Amortization Expense
2021 $ 30,913
2022 28,307
2023 23,929
2024 21,899
2025 6,845
Thereafter 40,538
Total $ 152,431
9 . Stockholders' Equity & Stock-Based Compensation
We provide stock-based awards as a form of compensation for employees, officers and directors. We have issued stock-based awards in the form of stock options and RSUs under our equity incentive plans, as well as shares under our ESPP.
72
Table of Contents
Common Stock - Class A and Class B
Our Board of Directors has authorized two classes of common stock, Class A and Class B. At September 25, 2020, we had authorized 500,000,000 Class A shares and 500,000,000 Class B shares. At September 25, 2020, we had 64,167,725 shares of Class A common stock and 36,128,720 shares of Class B common stock issued and outstanding. Holders of our Class A and Class B common stock have identical rights, except that holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share. Shares of Class B common stock can be converted to shares of Class A common stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in our amended and restated certificate of incorporation.
2020 Stock Incentive Plan
Following shareholder approval in January 2005, our 2005 Stock Plan was adopted by our Board of Directors on February 16, 2005. In February 2020, our stockholders approved the name change of our 2005 Stock Plan to the 2020 Stock Plan and certain other changes described in our proxy statement for our 2020 annual meeting of stockholders. Our 2020 Stock Plan, as amended and restated, provides for the ability to grant incentive stock options, non-qualified stock options, restricted stock, RSUs, stock appreciation rights, deferred stock units, performance units, performance bonus awards, and performance shares. A total of 55.0 million shares of our Class A common stock have been authorized for issuance under the 2020 Stock Plan in total since inception of the plan. For awards granted prior to February 2011, any shares subject to an award with a per share price less than the fair market value of our Class A common stock on the date of grant and any shares subject to an outstanding RSU award will be counted against the authorized share reserve as two shares for every one share subject to the award, and if returned to the 2020 Stock Plan, such shares will be counted as two shares for every one share returned. For those awards granted from February 2011 onward, any shares subject to an award with a per share price less than the fair market value of our Class A common stock on the date of grant and any shares subject to an outstanding RSU award will be counted against the authorized share reserve as 1.6 shares for every one share subject to the award, and if returned to the 2020 Stock Plan, such shares will be counted as 1.6 shares for every one share returned.
Stock Options. Stock options are granted at fair market value on the date of grant. Options granted to employees and officers from June 2008 onward generally vest over four years , with 25 % of the shares subject to the option becoming exercisable on the one-year anniversary of the date of grant and the balance of the shares vesting in equal monthly installments over the following 36 months. These options expire on the earlier of ten years after the date of grant or three months after termination of service. All options granted vest over the requisite service period and upon the exercise of stock options, we issue new shares of Class A common stock under the 2020 Stock Plan. Our 2020 Stock Plan also allows us to grant stock awards which vest based on the satisfaction of specific performance criteria.
Performance-Based Stock Options. In fiscal 2016, we began granting PSOs to our executive officers with shares of our Class A common stock underlying such options. The contractual term for the PSOs is seven years, with vesting contingent upon market-based performance conditions, representing the achievement of specified Dolby annualized TSR targets at the end of a three-year measurement period following the date of grant. If the minimum conditions are met, the PSOs earned will cliff vest on the third anniversary of the grant date, upon certification of achievement of the performance conditions by our Compensation Committee. Anywhere from 0 % to 125 % of the shares subject to a PSO may vest based on achievement of the performance conditions at the end of the three -year performance period.
In valuing the PSOs, which will be recognized as compensation cost, we used a Monte Carlo valuation model. Aside from the use of an expected term for the PSOs commensurate with their shorter contractual term, the nature of the valuation inputs used in the Monte Carlo valuation model were consistent with those used to value our non-performance based options granted under the 2020 Stock Plan. Compensation cost is being amortized on a straight-line basis over the requisite service period.
On December 15, 2018, we granted PSOs to our executive officers exercisable for an aggregate of 241,100 shares at the target award amount, which would be exercisable up to an aggregate of 301,375 shares at 125 % of the target award amount. On December 15, 2017, we granted PSOs to our executive officers exercisable for an aggregate of 264,000 shares at the target award amount, which would be exercisable up to an aggregate of 330,000 shares at 125 % of the target award amount. On December 15, 2016, we granted PSOs to our executive officers exercisable for an aggregate of 276,199 shares at the target award amount, which would be exercisable for an aggregate of up to 345,248 shares at 125 % of the target award amount. On December 15, 2015, we granted PSOs to
73
Table of Contents
our executive officers, which vested in December 2018 at 125 % of the target award amount, for an aggregate of 334,623 shares. As of September 25, 2020, PSOs which would be exercisable for an aggregate of 726,639 shares at the target award amount ( 994,455 shares at 125 % of the target award amount) were outstanding.
The following table summarizes information about stock options issued under our 2020 Stock Plan:
Shares Weighted-Average
Exercise Price Weighted-Average
Remaining
Contractual Life Aggregate
Intrinsic
Value (1)
(in thousands) (in years) (in thousands)
Options outstanding at September 27, 2019 7,201 $ 48.03
Grants 1,150 67.77
Exercises ( 1,671 ) 40.16
Forfeitures and cancellations ( 81 ) 62.20
Options outstanding at September 25, 2020 6,599 53.30 6.2 $ 80,636
Options vested and expected to vest at September 25, 2020 6,345 52.80 6.1 80,486
Options exercisable at September 25, 2020 4,026 $ 45.98 5.2 76,557
(1) Aggregate intrinsic value is based on the closing price of our Class A common stock on September 25, 2020 of $ 64.99 and excludes the impact of options that were not in-the-money.
Restricted Stock Units. Beginning in fiscal 2008, we began granting RSUs to certain directors, officers and employees under our 2020 Stock Plan. Awards granted to employees and officers generally vest over four years , with equal annual cliff-vesting. Awards granted to directors prior to November 2010 generally vest over three years , with equal annual cliff-vesting. Awards granted after November 2010 and prior to fiscal 2014 to new directors vest over approximately two years , with 50 % vesting per year, while awards granted from November 2010 onward to ongoing directors generally vest over approximately one year . Awards granted to new directors from fiscal 2014 onward vest on the earlier of the first anniversary of the award’s date of grant, or the day immediately preceding the date of the next annual meeting of stockholders that occurs after the award’s date of grant. Our 2020 Stock Plan also allows us to grant RSUs that vest based on the satisfaction of specific performance criteria. At each vesting date, the holder of the award is issued shares of our Class A common stock. Compensation expense from these awards is equal to the adjusted fair market value of our Class A common stock on the date of grant, discounted to account for dividend payments forgone during the vesting period, and recognized on a straight-line basis over the requisite service period.
Performance-Based Restricted Stock Units (PSUs). In the first quarter of fiscal 2020, we began granting PSUs to our executive officers with shares of our Class A common stock underlying such awards, which would vest for an aggregate of 62,000 shares at the target amount ( 124,000 shares at 200 % of the target award amount). The terms of the PSU Agreement adopted in the first quarter fiscal 2020 provide for the grant of performance-based restricted stock units to our executive officers contingent on Dolby's achievement of annualized TSR targets measured against a comparator index over a three-year performance period following the date of grant. Anywhere from 0 % to 200 % of eligible restricted stock units may vest based on achievement of the performance conditions at the end of the three-year performance period. In valuing the PSUs which will be recognized as compensation cost, we used a Monte Carlo valuation model. Compensation cost is being amortized on a straight-line basis over the requisite service period.
The following table summarizes information about RSUs issued under our 2020 Stock Plan:
Shares Weighted-Average
Grant Date
Fair Value
(in thousands)
Non-vested at September 27, 2019 2,805 $ 58.84
Granted 1,395 65.76
Vested ( 1,078 ) 52.71
Forfeitures ( 143 ) 61.16
Non-vested at September 25, 2020 2,979 $ 62.70
The fair value as of the respective vesting dates of RSUs were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Restricted stock units - vest date fair value $ 72,426 $ 69,956 $ 64,755
74
Table of Contents
Employee Stock Purchase Plan . Our plan allows eligible employees to have up to 10 percent of their eligible compensation withheld and used to purchase Class A common stock, subject to a maximum of $ 25,000 worth of stock purchased in a calendar year or no more than 1,000 shares in an offering period, whichever is less. An offering period consists of successive six -month purchase periods, with a look back feature to our stock price at the commencement of a one -year offering period. The plan provides for a discount equal to 15 percent of the lower of the closing price of our Class A common stock on the New York Stock Exchange on the first and last day of the offering periods. The plan also includes an automatic reset feature that provides for an offering period to be reset and recommenced to a new lower-priced offering if the offering price of a new offering period is less than that of the immediately preceding offering period.
Stock Option Valuation Assumptions
We use the Black-Scholes option pricing model to determine the estimated fair value of employee stock options at the date of the grant. The Black-Scholes model includes inputs that require us to make certain estimates and assumptions regarding the expected term of the award, as well as the future risk-free interest rate, and the volatility of our stock price over the expected term of the award.
Expected Term. The expected term of an award represents the estimated period of time that options granted will remain outstanding, and is measured from the grant date to the date at which the option is either exercised or canceled. Our determination of the expected term involves an evaluation of historical terms and other factors such as the exercise and termination patterns of our employees who hold options to acquire our Class A common stock, and is based on certain assumptions made regarding the future exercise and termination behavior.
Risk-Free Interest Rate. The risk-free interest rate is based on the yield curve of United States Treasury instruments in effect on the date of grant. In determining an estimate for the risk-free interest rate, we use average interest rates based on these instruments’ constant maturities with a term that approximates and corresponds with the expected term of our awards.
Expected Stock Price Volatility. The expected volatility represents the estimated volatility in the price of our Class A common stock over a time period that approximates the expected term of the awards, and is determined using a blended combination of historical and implied volatility. Historical volatility is representative of the historical trends in our stock price for periods preceding the measurement date for a period that is commensurate with the expected term. Implied volatility is based upon externally traded option contracts of our Class A common stock.
Dividend Yield. The dividend yield is based on our anticipated dividend payout over the expected term of our option awards. Dividend declarations and the establishment of future record and payment dates are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of our stockholders. The dividend policy may be changed or canceled at the discretion of the Board of Directors at any time.
The weighted-average assumptions used in the determination of the fair value of our stock options were as follows:
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Expected term (in years) 4.91 4.90 5.06
Risk-free interest rate 1.6 % 2.7 % 2.2 %
Expected stock price volatility 24.2 % 22.9 % 22.6 %
Dividend yield 1.3 % 1.1 % 1.1 %
The following table summarizes the weighted-average fair value (per share) of stock options granted and the total intrinsic value of stock options exercised (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Stock options granted - weighted-average grant date fair value $ 13.76 $ 14.16 $ 13.19
Stock options exercised - intrinsic value 47,267 33,226 63,973
75
Table of Contents
Stock-Based Compensation Expense
Stock-based compensation expense for equity awards granted to employees is determined by estimating their fair value on the date of grant, and recognizing that value as an expense on a straight-line basis over the requisite service period in which our employees earn the awards. Compensation expense related to these equity awards is recognized net of estimated forfeitures, which reduce the expense recorded in the consolidated statements of operations. The selection of applicable estimated forfeiture rates is based on an evaluation of trends in our historical forfeiture data with consideration for other potential driving factors. If in subsequent periods actual forfeitures significantly differ from our initial estimates, we will revise such estimates accordingly. The estimated annual forfeiture rates used for awards granted were 9.74 %, 9.78 % and 9.91 % in fiscal 2020, 2019, and 2018, respectively.
The following two tables separately present stock-based compensation expense both by award type and classification in our consolidated statements of operations (in thousands):
Expense - By Award Type
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Stock options $ 16,718 $ 17,742 $ 21,083
Restricted stock units 65,235 54,650 46,162
Employee stock purchase plan 4,675 4,188 4,004
Total stock-based compensation 86,628 76,580 71,249
Estimated benefit from income taxes ( 14,090 ) ( 12,884 ) ( 12,595 )
Total stock-based compensation, net of tax $ 72,538 $ 63,696 $ 58,654
Expense - By Income Statement Classification
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Cost of products and services $ 2,072 $ 1,710 $ 1,574
Research and development 25,634 23,191 19,515
Sales and marketing 31,915 28,137 24,997
General and administrative 27,007 23,542 25,163
Total stock-based compensation 86,628 76,580 71,249
Estimated benefit from income taxes ( 14,090 ) ( 12,884 ) ( 12,595 )
Total stock-based compensation, net of tax $ 72,538 $ 63,696 $ 58,654
The tax benefit that we recognize from shares issued under our ESPP is excluded from the tables above. This benefit was as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Tax benefit - shares issued under ESPP $ 409 $ 353 $ 577
Unrecognized Compensation Expense. At September 25, 2020, total unrecognized compensation expense associated with employee stock options expected to vest was approximately $ 23.8 million, which is expected to be recognized over a weighted-average period of 2.2 years. At September 25, 2020, total unrecognized compensation expense associated with RSUs expected to vest was approximately $ 121.8 million, which is expected to be recognized over a weighted-average period of 2.3 years.
76
Table of Contents
Common Stock Repurchase Program
In November 2009, we announced a stock repurchase program ("program"), providing for the repurchase of our Class A common stock. The following table summarizes the initial amount of authorized repurchases as well as additional repurchases approved by our Board of Directors as of September 25, 2020 (in thousands):
Authorization Period Authorization Amount
Fiscal 2010: November 2009 $ 250,000
Fiscal 2010: July 2010 300,000
Fiscal 2011: July 2011 250,000
Fiscal 2012: February 2012 100,000
Fiscal 2015: October 2014 200,000
Fiscal 2017: January 2017 200,000
Fiscal 2018: July 2018 350,000
Fiscal 2019: July 2019 350,000
Total $ 2,000,000
Stock repurchases under the program may be made through open market transactions, negotiated purchases, or otherwise, at times and in amounts that we consider appropriate. The timing of repurchases and the number of shares repurchased depend upon a variety of factors, including price, regulatory requirements, the rate of dilution from our equity compensation plans and other market conditions. The program does not have a specified expiration date, and can be limited, suspended or terminated at our discretion at any time without prior notice. Shares repurchased under the program will be returned to the status of authorized but unissued shares of Class A common stock. As of September 25, 2020, the remaining authorization to purchase additional shares is approximately $ 187 million.
The following table provides information regarding share repurchase activity under the program in fiscal 2020:
Quarterly Repurchase Activity Shares
Repurchased Cost (1)
Average Price Paid Per Share (2)
(in thousands)
Q1 - Quarter ended December 27, 2019 432,042 $ 30,003 $ 69.44
Q2 - Quarter ended March 27, 2020 1,015,481 71,669 70.57
Q3 - Quarter ended June 26, 2020 474,340 27,081 57.09
Q4 - Quarter ended September 25, 2020 642,696 44,989 70.00
Total 2,564,559 $ 173,742
(1) Cost of share repurchases includes the price paid per share and applicable commissions.
(2) Average price paid per share excludes commission costs.
Dividend Program
The following table summarizes dividends declared under the program during fiscal 2020:
Fiscal Period Announcement Date Record Date Payment Date Cash Dividend Per Common Share Dividend Payment
Fiscal 2020
Q1 - Quarter ended December 27, 2019 January 29, 2020 February 10, 2020 February 20, 2020 $ 0.22 $ 22.2 million
Q2 - Quarter ended March 27, 2020 May 4, 2020 May 18, 2020 May 27, 2020 $ 0.22 $ 22.1 million
Q3 - Quarter ended June 26, 2020 August 3, 2020 August 17, 2020 August 26, 2020 $ 0.22 $ 22.1 million
Q4 - Quarter ended September 25, 2020 November 12, 2020 November 24, 2020 December 4, 2020 $ 0.22 $ 22.1 million (1)
(1) The dividend payment amount is estimated based on the number of shares of our Class A and Class B common stock that we estimate will be outstanding as of the Record Date.
10. Accumulated Other Comprehensive Income
Other comprehensive income consists of three components: unrealized gains or losses on our AFS marketable investment securities, gains and losses on derivatives in cash flow hedge relationships not yet recognized in earnings, and the gains and losses from the translation of assets and liabilities denominated in non-U.S. dollar functional currencies. Until realized and reported as a component of net income, these comprehensive income items accumulate and are included within accumulated other comprehensive income, a subsection within stockholders’ equity in our consolidated balance sheets. Unrealized gains and losses on our investment securities are reclassified from AOCI into earnings when realized upon sale, and are determined based on specific identification of securities sold.
77
Table of Contents
Unrealized gains and losses on our cash flow hedges are reclassified from AOCI into earnings when the hedged operating expenses are recognized which is also when the gains and losses are realized.
The following table summarizes the changes in the accumulated balances during the period, and includes information regarding the manner in which the reclassifications out of AOCI into earnings affect our consolidated statements of operations (in thousands):
Fiscal Year Ended Fiscal Year Ended
September 25, 2020 September 27, 2019
Investment Securities Cash Flow Hedges Currency Translation Adjustments Total Investment Securities Cash Flow Hedges Currency Translation Adjustments Total
Beginning Balance $ 2,198 $ — $ ( 22,823 ) $ ( 20,625 ) $ ( 2,948 ) $ — $ ( 12,884 ) $ ( 15,832 )
Other comprehensive income before reclassifications:
Unrealized gains/(losses) ( 5,393 ) 5,270 — ( 123 ) 5,131 ( 176 ) — 4,955
Foreign currency translation gains/(losses) (1)
— — 7,420 7,420 — — ( 9,500 ) ( 9,500 )
Income tax effect - benefit/(expense) ( 87 ) ( 581 ) 22 ( 646 ) 37 — ( 439 ) ( 402 )
Net of tax ( 5,480 ) 4,689 7,442 6,651 5,168 ( 176 ) ( 9,939 ) ( 4,947 )
Amounts reclassified from AOCI into earnings:
Realized gains/(losses) (1)
4,939 ( 894 ) — 4,045 ( 43 ) 176 — 133
Income tax effect - benefit/(expense) (2)
( 839 ) 174 — ( 665 ) 21 — — 21
Net of tax 4,100 ( 720 ) — 3,380 ( 22 ) 176 — 154
Net current-period other comprehensive income/(loss) ( 1,380 ) 3,969 7,442 10,031 5,146 — ( 9,939 ) ( 4,793 )
Ending Balance $ 818 $ 3,969 $ ( 15,381 ) $ ( 10,594 ) $ 2,198 $ — $ ( 22,823 ) $ ( 20,625 )
(1) Realized gains or losses, if any, from the sale of our AFS investment securities or from foreign currency translation adjustments are included within other income/expense, net in our consolidated statements of operations . Realized gains or losses on foreign currency contracts designated as cash flow hedges are included in operating expenses on the consolidated statements of operations.
(2) The income tax benefit or expense is included within provision for income taxes in our consolidated statements of operations.
11. Earnings Per Share
Basic EPS is computed by dividing net income attributable to Dolby Laboratories, Inc. by the number of weighted-average shares of Class A and Class B common stock outstanding during the period. Through application of the treasury stock method, diluted EPS is computed in the same manner, except that the number of weighted-average shares outstanding is increased by the number of potentially dilutive shares from employee incentive plans during the period.
Basic and diluted EPS are computed independently for each fiscal quarter and year-to-date period, which involves the use of different weighted-average share count figures relating to quarterly and annual periods. As a result, and after factoring the effect of rounding to the nearest cent per share, the sum of all four quarter-to-date EPS figures may not equal year-to-date EPS.
Potentially dilutive shares represent the hypothetical number of incremental shares issuable under the assumed exercise of outstanding stock options (both vested and unvested) and vesting of outstanding RSUs. The calculation of dilutive shares outstanding excludes securities that would have an antidilutive effect on EPS.
78
Table of Contents
The following table sets forth the computation of basic and diluted EPS attributable to Dolby Laboratories, Inc. (in thousands, except per share amounts):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Numerator:
Net income attributable to Dolby Laboratories, Inc. $ 231,363 $ 255,151 $ 41,746
Denominator:
Weighted-average shares outstanding—basic 100,564 101,629 103,377
Potential common shares from options to purchase common stock 1,400 1,922 2,370
Potential common shares from restricted stock units 941 1,021 1,231
Potential common shares from ESPP 39 — —
Weighted-average shares outstanding—diluted 102,944 104,572 106,978
Net income per share attributable to Dolby Laboratories, Inc.:
Basic $ 2.30 $ 2.51 $ 0.40
Diluted $ 2.25 $ 2.44 $ 0.39
Antidilutive awards excluded from calculation:
Stock options 3,209 2,340 1,043
Restricted stock units 2 1 6
ESPP 1 — —
12. Income Taxes
Our income tax expense, deferred tax assets and liabilities, and unrecognized tax benefits reflect management's best assessment of estimated current and future liabilities. We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.
Income Tax Provision
The following two tables present the components of our income before provision for income taxes by geographic region and the portion of our provision for income taxes classified as current and deferred (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
United States $ 32,426 $ 60,500 $ 27,819
Foreign 207,289 221,807 168,555
Total $ 239,715 $ 282,307 $ 196,374
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Current:
Federal $ ( 48,517 ) $ 14,144 $ 40,624
State 735 394 333
Foreign 61,153 64,335 59,383
Total current 13,371 78,873 100,340
Deferred:
Federal ( 4,674 ) ( 55,793 ) 43,377
State ( 111 ) 1,007 17,484
Foreign ( 490 ) 2,715 ( 7,132 )
Total deferred ( 5,275 ) ( 52,071 ) 53,729
Provision for income taxes $ 8,096 $ 26,802 $ 154,069
79
Table of Contents
Repatriation of Undistributed Foreign Earnings
As a result of the Tax Act, foreign accumulated earnings that were subject to the mandatory Transition Tax as of December 31, 2017, can be repatriated to the U.S. without incurring further U.S. federal tax. The Tax Act moves towards a modified territorial tax system through the provision of a 100% dividend received deduction for the foreign-source portions of dividends received from controlled foreign subsidiaries. As a result, we have reevaluated our historical assertion and determined that we no longer consider a vast majority of these earnings to be indefinitely reinvested. During the fiscal year, we repatriated $ 300 million of foreign subsidiary earnings which were exempt from foreign withholding tax. As of September 25, 2020, the total undistributed earnings of our foreign subsidiaries were approximately $ 244 million. The unrecognized deferred tax liability on the portion of the undistributed earnings considered indefinitely reinvested is not material.
Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, using enacted tax rates in effect for the year in which the differences are expected to reverse. A summary of the tax effects of the temporary differences were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019
Deferred income tax assets:
Investments $ 1,899 $ 2,099
Inventories 6,863 4,041
Net operating loss 3,450 2,050
Accrued expenses 13,839 13,917
Stock-based compensation 17,397 17,189
Revenue recognition 4,374 4,410
Depreciation and amortization 45,572 19,988
Lease liability 17,655 —
Research and development credits 31,795 28,777
Foreign tax credits 12,161 10,777
Deemed repatriated earnings tax benefit 9,788 33,357
Other 4,765 4,705
Total gross deferred income tax assets 169,558 141,310
Less: valuation allowance ( 30,416 ) ( 24,884 )
Total deferred income tax assets 139,142 116,426
Deferred income tax liabilities:
Right of use asset ( 17,360 ) —
Intangibles ( 2,901 ) ( 2,351 )
Deferred income tax assets, net $ 118,881 $ 114,075
Net Operating Losses ("NOL") and Tax Credit Carryforwards
At September 25, 2020, the NOL carryforwards for U.S. federal and California were $ 4.5 million and $ 9.0 million, respectively, and will start to expire in fiscal 2034 and 2029, respectively. Additionally, we had foreign NOL carryforwards of $ 9.8 million as of September 25, 2020, an amount which is not subject to expiration. At September 25, 2020, we had foreign tax credit and federal R&D tax credit carryforwards of $ 8.5 million and $ 6.9 million, respectively, which will start to expire in fiscal 2029 and fiscal 2039. We had California R&D tax credits of $ 34.7 million, which will carry forward indefinitely, and foreign R&D tax credits of $ 2.6 million, which will start to expire in fiscal 2021 and fiscal 2029.
Valuation Allowance
As of September 25, 2020, a $ 25.8 million valuation allowance was recorded against California deferred tax assets and a $ 4.6 million valuation allowance was recorded against foreign deferred tax assets for which ultimate realization of its future benefits is uncertain.
80
Table of Contents
Effective Tax Rate
Each period, the combination of multiple different factors can impact our effective tax rate. These factors include both recurring items such as tax rates and the relative amount of income earned in foreign jurisdictions, as well as discrete items that may occur in, but are not necessarily consistent between periods. A reconciliation of the federal statutory tax rate to our effective tax rate on income from continuing operations was as follows:
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Federal statutory rate 21.0 % 21.0 % 24.6 %
State income taxes, net of federal effect 0.2 0.2 0.7
Stock-based compensation ( 2.7 ) ( 1.9 ) ( 5.2 )
Research and development tax credits ( 3.0 ) ( 4.7 ) ( 4.0 )
Foreign-derived intangible income deduction ( 2.2 ) ( 0.7 ) —
U.S. tax on foreign entities 3.1 0.6 —
Foreign rate differential ( 1.8 ) ( 4.4 ) ( 9.4 )
Increase (decrease) unrecognized tax benefit ( 12.9 ) 3.4 3.7
Tax Act — ( 7.6 ) 53.3
Change in Valuation Allowance — 1.5 8.3
Other 1.7 2.1 6.5
Effective tax rate 3.4 % 9.5 % 78.5 %
Our effective tax rate was 3.4 % in fiscal 2020, compared with our federal statutory rate of 21.0%, and with our effective tax rate in fiscal 2019 of 9.5 %. The decrease in our effective tax rate is primarily related to a benefit in fiscal 2020 from reversals of unrecognized tax benefits.
Our effective tax rate was 78.5 % in fiscal 2018 and was 9.5 % in fiscal 2019. The effective tax rate in fiscal 2018 reflects the impact from the Tax Act, most notably the remeasurement of net deferred tax assets and the Transition Tax on the accumulated earnings of our foreign subsidiaries, and the establishment of a valuation allowance against California tax credits in fiscal 2018. In addition, our federal statutory tax rate decreased from a blended rate of 24.6% in fiscal 2018 to 21% in fiscal 2019.
Uncertain Tax Positions
As of September 25, 2020, the total amount of gross unrecognized tax benefits was $ 60.7 million, of which $ 42.0 million, if recognized, would reduce our effective tax rate. Our liability decreased from fiscal 2019 primarily due to lapse in the statute of limitations in fiscal 2020. Our liability for unrecognized tax benefits is classified within other non-current liabilities in our consolidated balance sheets. Over the next twelve months, we estimate that this amount could be reduced by $ 24.0 million as a result of the expiration of certain statute of limitations. Aggregate changes in the balance of gross unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Beginning Balance $ 108,539 $ 102,009 $ 98,665
Gross increases - tax positions taken during prior years 5,504 115 —
Gross decreases - tax positions taken during prior years — — ( 2,209 )
Gross increases - tax positions taken during current year 7,509 6,822 9,580
Gross decreases - settlements with tax authorities during current year ( 37 ) — ( 130 )
Lapse of statute of limitations ( 60,824 ) ( 407 ) ( 3,897 )
Ending Balance $ 60,691 $ 108,539 $ 102,009
81
Table of Contents
Classification of Interest and Penalties
We include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued are reduced in the period that such determination is made and are reflected as a reduction of the overall income tax provision. In fiscal year 2020, our current tax provision was decreased by interest expense of $ 6.3 million, while in fiscal year 2019, our current tax provision was increased by interest expense of $ 3.5 million. Accrued interest and penalties are included within the related tax liability line item in our consolidated balance sheets. Our accrued interest and penalties on unrecognized tax benefits as of September 25, 2020 and September 27, 2019 were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019
Accrued interest $ 4,017 $ 10,315
Accrued penalties 45 44
Total $ 4,062 $ 10,359
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected tolling of the statute of limitations in various taxing jurisdictions. We file income tax returns in the U.S. federal, states, and foreign jurisdictions. The material income tax jurisdictions are the U.S. federal, California, New York, and the Netherlands.
We are currently under audit by the State of Oregon for fiscal years 2016 through 2018 and Spain for fiscal years 2014 and 2015. The statute remains open for fiscal years subsequent to 2014 for U.S. federal, and 2014 and onward for state and foreign purposes. Therefore, these periods may be subject to examination by the tax authorities.
Management does not believe that the outcome of any ongoing examination will have a material impact on our consolidated financial statements. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If resolution of any tax issues addressed in our current audits are inconsistent with management’s expectations, we may be required to adjust our tax provision for income taxes in the period such resolution occurs.
13. Restructuring
Restructuring charges/(credits) recorded in our statements of operations represent costs associated with separate individual restructuring plans implemented in various fiscal periods. Costs arising from these actions, including fluctuations in related balances between fiscal periods, are based on the nature of activities under the various plans.
Fiscal 2019 Restructuring Events. In fiscal 2019, we recorded charges as a result of our early exit of a leased facility. In addition, we recorded charges associated with a strategic reorganization of our marketing function that resulted in severance and other related benefits provided to the affected employees.
As a result of these events, we recorded a total of $ 36.6 million in restructuring costs in fiscal 2019 and they are reflected as such in the accompanying consolidated statement of operations. The table presented below summarizes changes in restructuring accruals under these plans (in thousands):
Severance Leased facility exit costs Fixed assets write-off Other associated costs Total
Balance at September 27, 2019 $ 128 $ 15,723 $ — $ — $ 15,851
Restructuring charges — 1,821 — — 1,821
Cash payments ( 75 ) ( 22,119 ) — — ( 22,194 )
Non-cash and other adjustments ( 53 ) 4,575 — — 4,522
Balance at September 25, 2020 $ — $ — $ — $ — $ —
Accruals for restructuring charges incurred for the restructuring plans described above are included within accrued liabilities in our consolidated balance sheets while restructuring charges are included within restructuring charges in our consolidated statements of operations.
82
Table of Contents
14. Commitments & Contingencies
In the ordinary course of business, we enter into contractual agreements with third parties that include non-cancelable payment obligations, for which we are liable in future periods. These arrangements can include terms binding us to minimum payments and/or penalties if we terminate the agreement for any reason other than an event of default as described by the agreement. The following table presents a summary of our contractual obligations and commitments as of September 25, 2020 (in thousands):
Payments Due By Fiscal Period
Fiscal
2021 Fiscal
2022 Fiscal
2023 Fiscal
2024 Fiscal
2025 Thereafter Total
Naming rights $ 7,915 $ 8,015 $ 8,116 $ 8,219 $ 8,322 $ 61,277 $ 101,864
Purchase obligations 17,305 2,991 139 — — — 20,435
Donation commitments 4,803 155 155 155 155 1,002 6,425
Total $ 30,023 $ 11,161 $ 8,410 $ 8,374 $ 8,477 $ 62,279 $ 128,724
Naming Rights. We are party to an agreement for naming rights and related benefits with respect to the Dolby Theatre in Hollywood, California, the location of the Academy Awards®. The term of the agreement is 20 years, over which we will make payments on a semi-annual basis until fiscal 2032. Our payment obligations are conditioned in part on the Academy Awards being held and broadcast from the Dolby Theatre. Our payment obligations may be suspended or reduced in certain circumstances, including protracted closure of the Dolby Theatre.
Purchase Obligations. Purchase obligations primarily consist of our commitments made under agreements to purchase goods and services related to Dolby Cinema and for purposes that include IT and telecommunications, marketing and professional services, and manufacturing and other R&D activities.
Donation Commitments. Our donation commitments relate to non-cancelable obligations that consist of maintenance services and installation of imaging and audio products in exchange for various marketing, branding, and publicity benefits. The recipients of these donations participate in or promote the cinema and entertainment industry and our commitments vary in length, lasting up to 15 years.
Indemnification Clauses. On a limited basis, our contractual agreements will contain a clause under which we agree to provide indemnification to the counterparty, most commonly to licensees in connection with licensing arrangements that include our IP. We have also entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations. Additionally, and although not a contractual requirement, we have at times elected to defend our licensees from third party IP infringement claims. Since the terms and conditions of our contractual indemnification clauses do not explicitly specify our obligations, we are unable to reasonably estimate the maximum potential exposure for which we could be liable. Furthermore, we have not historically made any payments in connection with any such obligation and believe there to be a remote likelihood that any potential exposure in future periods would be of a material amount. As a result, no amounts have been accrued in our consolidated financial statements with respect to the contingent aspect of these indemnities.
15. Operating Segments & Geographic Information
Operating Segments
Operating segments are defined as components of an enterprise for which separate financial information is available, and which are evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer. Reporting segments are operating segments exceeding specified revenue, profit or loss, or asset thresholds for which separate disclosure of information is necessary.
We operate as a single reporting segment. This reflects the fact that our CODM continues to evaluate our financial information and resources, and continues to assess the performance of these resources, on a consolidated basis. All required financial segment information is therefore included in our consolidated financial statements.
Geographic Information
The methods to determine revenue by geographic region for each of the three categories included within total
83
Table of Contents
revenue in our consolidated statements of operations are described within the table presented below.
Revenue Category Basis For Determining Geographic Location
Licensing Region in which our licensees’ headquarters are located
Products Destination to which our products are shipped
Services Location in which the relevant services are performed
The following tables present selected information regarding total revenue by geographic location (amounts presented in thousands).
Revenue Composition - United States & International
Fiscal Year Ended
Location September 25,
2020 September 27,
2019 September 28,
2018
United States $ 460,972 $ 449,203 $ 353,235
International 700,820 792,417 701,365
Total revenue $ 1,161,792 $ 1,241,620 $ 1,054,600
Revenue Concentration - Significant Individual Geographic Regions
Fiscal Year Ended
Location September 25,
2020 September 27,
2019 September 28,
2018
United States 40 % 36 % 33 %
South Korea 12 % 12 % 17 %
China 20 % 20 % 15 %
Japan 9 % 11 % 13 %
Europe 10 % 12 % 12 %
Taiwan 2 % 4 % 3 %
Other 7 % 5 % 7 %
Total 100 % 100 % 100 %
Long-lived tangible assets, net of accumulated depreciation, by geographic region were as follows (in thousands):
Location September 25,
2020 September 27,
2019
United States $ 453,889 $ 460,370
International 88,074 77,062
Total long-lived tangible assets, net of accumulated depreciation $ 541,963 $ 537,432
16. Legal Matters
We are involved in various legal proceedings that occasionally arise in the normal course of business. These can include claims of alleged infringement of IP rights, commercial, employment, and other matters. In our opinion, resolution of these proceedings is not expected to have a material adverse impact on our operating results or financial condition. Given the unpredictable nature of legal proceedings, it is possible that an unfavorable resolution of one or more such proceedings could materially affect our future operating results or financial condition in a particular period, including as a result of required changes to our licensing terms, monetary penalties, and other potential consequences. However, based on the information known by us as of the date of this filing and the rules and regulations applicable to the preparation of our consolidated financial statements, any such amounts are either immaterial, or it is not possible to provide an estimate of any such potential losses.
84
Table of Contents
17. Related Parties
We maintain contractual agreements relating to certain entities affiliated with the Dolby family, who is considered a related party as our principal stockholder. These jointly-owned entities were established for the purpose of acquiring and leasing commercial property in the U.S. and U.K. primarily for our operational use. Although the entities affiliated with the Dolby family are the limited member or LP in each of these entities, they have a controlling interest based on holding majority economic ownership. We are the managing member or general partner in each of these affiliated entities, and with the exception of isolated instances where portions of these facilities are leased to third parties, we occupy the majority of the space. Therefore, we have consolidated the entities’ assets and liabilities and results of operations in our consolidated financial statements. The share of earnings and net assets of the entities attributable to the limited member or LP, as the case may be, is reflected as controlling interest in our consolidated financial statements.
Our interests in these consolidated affiliated entities and the location of the property leased to Dolby Laboratories as of September 25, 2020 were as follows:
Entity Name Minority Ownership Interest Location Of Properties
Dolby Properties Brisbane, LLC 49.0 % Brisbane, California
Dolby Properties Burbank, LLC 49.0 % Burbank, California
Dolby Properties, LP 10.0 % Wootton Bassett, England
We lease from our principal stockholder a commercial office building located at 100 Potrero Avenue in San Francisco, California under a term that expires on October 31, 2024. In fiscal 2019, we ceased occupancy of the facility, and do not intend to re-occupy the locations. As a result of our ceased occupancy, we incurred $ 33.5 million in restructuring charges recorded as operating expenses in our consolidated statement of operations. Related party rent expense included in operating expenses in our consolidated statements of operations were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Related party rent expense and restructuring charges included in operating expenses $ 126 $ 16,360 $ 3,483
Distributions. Distributions made by the jointly-owned real estate entities to our principal stockholder were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Distributions to principal stockholder $ ( 283 ) $ ( 1,015 ) $ ( 1,022 )
85
Table of Contents
18. Retirement Plans
We maintain a tax-qualified Section 401(k) retirement plan for employees in the United States and similar plans in foreign jurisdictions. Under the plan, employees are eligible to receive matching contributions and profit-sharing contributions. We also maintain a SERP, a non-qualified, employer-funded defined contribution retirement plan which was terminated in fiscal 2005.
Retirement plan expenses, which are included in cost of products, cost of services, R&D, S&M, and G&A expense in our consolidated statements of operations, were as follows (in thousands):
Fiscal Year Ended
September 25,
2020 September 27,
2019 September 28,
2018
Retirement plan expenses $ 25,257 $ 23,375 $ 23,439
19 . Selected Quarterly Financial Data
The following table presents selected unaudited quarterly financial information from fiscal 2020 and 2019 (in thousands, except per share amounts):
Fiscal Year 2020 Fiscal Year 2019
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Revenue:
Licensing $ 257,683 $ 328,865 $ 235,125 $ 256,904 $ 260,279 $ 310,308 $ 271,897 $ 264,796
Products and services 34,194 22,950 11,784 14,287 42,097 27,950 30,262 34,031
Total revenue 291,877 351,815 246,909 271,191 302,376 338,258 302,159 298,827
Cost of revenue 37,315 36,830 29,888 42,465 38,629 36,575 39,690 45,960
Gross margin 254,562 314,985 217,021 228,726 263,747 301,683 262,469 252,867
Income/(loss) before taxes and controlling interest 54,454 110,779 39,990 34,492 74,254 110,002 41,800 56,251
Net income/(loss) attributable to Dolby Laboratories $ 48,753 $ 88,496 $ 67,285 $ 26,829 $ 98,219 $ 73,440 $ 39,574 $ 43,918
Earnings per share:
Basic $ 0.49 $ 0.88 $ 0.67 $ 0.27 $ 0.96 $ 0.72 $ 0.39 $ 0.44
Diluted $ 0.47 $ 0.86 $ 0.66 $ 0.26 $ 0.93 $ 0.70 $ 0.38 $ 0.43
Weighted-average shares outstanding:
Basic 100,336 100,854 100,593 100,473 102,677 102,141 101,218 100,481
Diluted 103,078 102,773 102,075 102,722 106,130 104,587 103,717 102,945
86
Table of Contents
20. Subsequent Events
Fiscal 2021 Restructuring Program. Subsequent to the fiscal year ended September 25, 2020, we approved a plan to reduce certain activities, such as winding down our conferencing hardware business, in order to reallocate those resources towards higher priority investment areas and growth opportunities for the future of our business. As a result, we expect to record approximately $ 10 million in restructuring costs that will be reflected in the fiscal 2021 financial statements, representing severance and other related benefits offered to approximately 100 employees that were impacted by this action.
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.